MediaPing Terms and Conditions
These Terms and Conditions, along with the Order Confirmation (collectively, the "Terms," or the "User Agreement") describe the terms and conditions on which MediaPing ("we", "our" or "MediaPing") offers a user ("Customer", "User", "you", "your" or "subscriber") access to the online solution and total solution packages described on its website located at www.MediaPing.net ("Services"). If you have a question about this User Agreement, please contact us by sending an e-mail to firstname.lastname@example.org.
1. Acceptance of Terms.
By submitting your Order, or by accepting the Terms on-line as provided when you login to your account, you agree to the Terms. We may amend the Terms at any time by providing notice to you of any changes. Your sole option, if you do not agree to the changes, will be to terminate the User Agreement within fifteen (15) days of any notice of change. Otherwise, your continued use of our Services will signify your acceptance of any amended Terms. The Terms may not be otherwise amended except in a writing signed by both parties. Further, in the event that a Customer fails to expressly accept the Terms on-line, then the customer’s use of the Services for any thirty (30) day period shall signify the Customer’s acceptance of the Terms. Throughout this User Agreement, (i) the phrase "in our discretion" or "in its discretion" means in MediaPing's sole and arbitrary discretion and (ii) the term "including" means "including without limitation." MediaPing reserves the right to reject this User Agreement for any reason or no reason, prior to acceptance thereof by MediaPing. Activation of any Service shall indicate MediaPing's acceptance of this User Agreement.
2. Eligibility; Order Confirmation.
Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. Services are not available to Users where use of the Services has been suspended or terminated.
2.2. Order Confirmation.
You must submit a completed Order on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. Your Order can be submitted through our website, at www.MediaPing.net (the "Website"), or by telephone through one of our sales representatives. In each case, you will receive an Order Confirmation which will summarize your Order, allow you to submit all necessary information for us to perform the Services, and provide a link to these Terms (the "Order Confirmation"). By submitting your Order, you agree to these Terms and you also represent that (a) you are eighteen (18) years or older and, if applicable, (b) you are authorized to bind the corporation, partnership or other legal entity that will be using the Services. Your "Order Confirmation" includes your personal information, credit card information and any Services and related fees you select.
3.1. Right to Refuse Services.
MediaPing may refuse the Services to anyone at any time, in our discretion. MediaPing reserves the right to discontinue, temporarily or permanently, any or all of the Services to anyone at any time, with or without notice. In the event that MediaPing discontinues the Services because any payment is or becomes past due, then MediaPing reserves the right to collect all outstanding amounts for any month in which the Services were provided (i.e. any month before the Services were discontinued). Otherwise, MediaPing will refund you amounts it has charged you for each whole month of prepaid service for which MediaPing refused or discontinued Services, as such amounts are determined by MediaPing, only if (i) MediaPing exercises its right to refuse service or discontinue under this section, and (ii) you have prepaid for the refused or discontinued Services. MediaPing shall not be liable to you or any third-party for any termination of your access to the Services except as set forth herein.
You expressly grant MediaPing the authority to act as your agent for the limited purpose of sending SMS Messages on your behalf. The information you provide in the Order Confirmation will be the information used by MediaPing to send and receive SMS Messages.
3.3. Intellectual Property Rights.
You represent that you have all necessary rights to use the business name submitted with your Order and that your use of the name will not infringe upon the intellectual property rights of others. You will be solely liable for violations of this Section. In addition, you acknowledge that MediaPing retains all rights to any domain names, local DID telephone numbers, and any other materials of any nature used in the provision of the Services, even if such property was associated exclusively with your business during the term of this User Agreement.
3.4. Accurate and Complete Information.
You will provide to MediaPing only true, accurate, current and complete information, including, as applicable, your credit card number and other financial information, and will update that information to keep it true, accurate, current and complete. MediaPing, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information. No refunds will be made as a result of your failure to provide complete and accurate information during your Order.
3.5. General Compliance with Laws.
You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Services.
3.6. Advance Consent to Service Term.
The following initial terms of service are available to MediaPing customers:
For purposes herein, the aforementioned 2 Month Term, and 12 Month Term may all be referred to collectively or individually as the “Contract Term.” Upon expiration of any Contract Term listed above, a subsequent term of this User Agreement shall automatically renew on a monthly basis at the previous monthly price without further action by you (“Renewal Terms”) unless you give MediaPing written notice of non-renewal in accordance with Section 3.7 below. After the completion of any Contract Term, you will subsequently be acquiring the Services for full monthly Renewal Terms, meaning that if you attempt to terminate the Services prior to the end of a Renewal Term, you will be responsible for the full month's charges to the end of the then-current term which will immediately become due and payable. Expiration of the Service Term or termination of Service does not excuse you from paying all unpaid, accrued charges due in relation to the User Agreement.
All cancellations must be in writing and sent by email to customerservice@MediaPing.net or by mail to the following address:
4770 S 900 E
Murray, Utah 84117
Cancellation requests must be received AT LEAST FIVE (5) DAYS prior to the end of the applicable Contract Term or Renewal Term to be effective. Cancellations will only be made effective if your account is current on payment.
3.8 Early Cancellation.
All early cancellations must be in writing and sent by email to customerservice@MediaPing.net or by mail to the following address:
4770 S 900 E
Murray, Utah 84117
Early cancellation requests may be made AT ANY TIME during the applicable Contract Term or Renewal Term. Early cancellation requests will only be made effective if your account is current on payment. Upon the execution of an early cancellation, you agree to pay an Early Cancellation Fee of fifty percent (50%) of your monthly premium per month for each month remaining on the Contract Term or Renewal Term. In the event that you cancel at any time during a Renewal Term, you agree to pay the full monthly premium for that month.
MediaPing or its authorized representatives will charge you fees in accordance with the rates contained in the Order Confirmation. Activation Fees, where applicable, will be due and payable upon the Activation Date. Monthly Service Fees will be due and payable at the start of each month of Service. The first month’s fee will be due and payable as of the Activation Date. You are responsible for paying all fees associated with using the Services and all applicable taxes.
4.2. Changes to Fees.
MediaPing may only change the Monthly Service Fees during a Renewal Term by providing you written notice of such changes. Such changes will become effective fifteen (15) days after notice of those changes and will apply to the current monthly term unless you have provided MediaPing of your desire to cancel the Services. In such case, the previously applicable Monthly Service Fees will be charged for the final month of Service before termination.
4.3. Credit Cards - Automatic Payments.
You will be required to place a credit card (Visa, MasterCard, American Express, or Discover) on file for automatic billing prior to using the Services. Your Monthly Service Fees will be automatically charged to your credit card on file. You will be billed a monthly finance charge of the lower of 1.5% or the highest amount permitted by applicable law if your account becomes past due. Your account may be suspended for non-payment. You will reimburse MediaPing for any costs arising from initiation of collections activity.
4.4. Discounts, Credits and Refunds.
MediaPing may, in its discretion, offer discounts, coupons or promotions that may reduce applicable fees. Users may request credits to their account by contacting MediaPing customer service. Credits will be granted in MediaPing’s discretion. Any refunds will be made in credits to your account. You will not be entitled to a refund in the event MediaPing cancels the Services for a violation by you of these Terms.
4.5 DID (Toll Free) Telephone Number.
At all times hereto, including upon termination or expiration of the User Agreement, any DID Telephone Number (“DID”) which is used or has been used by Customer shall be owned exclusively by MediaPing. Customer agrees that it has no right, title, or ownership interest in the DID, but instead is leasing the DID as part of the Services. At no time may Customer purchase the DID from MediaPing. However, in the event that Customer or MediaPing terminates the Services, Customer may elect to continue its use of the DID by leasing it from MediaPing for Twenty Nine Dollars Ninety Nine Cents $29.99 per month.
5. Limitations on Use of Services.
5.1 Prohibited Uses.
You agree to use the Services only for lawful purposes. MediaPing reserves the right to terminate your Service immediately and without advance notice if MediaPing, in its sole discretion, believes that you have violated the terms of this User Agreement, leaving you responsible for the full month's current charges which will immediately become due and payable.
6. Indemnity and Disclaimer
You will, at your own expense, indemnify, defend and hold MediaPing, its authorized representatives, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to us; (b) any fraud, manipulation, or other breach of this User Agreement by you; (c) any third-party claim, action or allegation brought against MediaPing arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; or (d) your violation of any law or the rights of a third party. MediaPing will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on MediaPing’s behalf without the prior written consent of MediaPing.
Neither MediaPing nor its suppliers and authorized representatives will be liable for (i) any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this User Agreement even if MediaPing or its supplier or authorized representative is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use the Services, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Services.
7.1. Termination at MediaPing’s Discretion.
In our discretion, we may immediately issue a warning, temporarily suspend, or terminate your use of the Services if you breach any provision of this User Agreement. This Section does not limit any other remedies that may be available to MediaPing.
7.2. No Agency.
Except for the limited purpose stated in the 'Authority' Section, you and MediaPing are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement.
Except as explicitly stated otherwise, any notices will be given by email to info@MediaPing.net (in the case of MediaPing) or to the email address you provide to MediaPing in the Order Confirmation (in your case), or such other address as the party will specify. Notice will be deemed given twenty four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to MediaPing in the Order Confirmation. In such case, notice will be deemed given three (3) days after the date of mailing.
7.4. Mandatory Mediation Prior to Litigation.
Prior to either party filing any legal complaint and/or legal document in any District Court in accordance with Section 7.5, the parties agree to mediate any dispute arising from this User Agreement. Any mediation that takes place in accordance with this section shall take place in Salt Lake County, Utah, unless MediaPing agrees otherwise. In order to initiate the mandatory mediation, the aggrieved party shall provide the non-aggrieved party with notice of its intent to mediate the dispute (the “Notice”). The Notice shall be dated, and in writing, and shall provide sufficient details of the dispute to apprise the other party of the basis of the aggrieved party’s claims. Within ten (10) days of the date on the Notice, (i) the non-aggrieved party shall confirm its receipt of the notice with the aggrieved party, (ii) the parties shall agree upon a length of time for the mediation, which shall be at least one (1) day, but not more than three (3) days, (iii) the parties shall schedule a date for mediation with the aggrieved party, which such mediation shall be not less than thirty (30) days from the date listed on the Notice, but not more than ninety (90) days from the date listed on the Notice, and (iv) the parties shall select a mediator. In the event that the parties cannot agree upon a mediator, each party shall select one name from a list of mediators maintained by any bona fide dispute resolution provider or other private mediator, and the two selected mediators shall then choose a third person who will serve as mediator. The parties acknowledge and agree that any mediated settlement agreement may be converted to a judgment and enforced according to the Utah Rules of Civil Procedure. The parties agree to share the mediator’s fees equally. In the event that either party hereto fails to cooperate in a reasonable manner in the scheduling and/or facilitation of the mediation contemplated herein, then the cooperating party will have the right to recover from the non-cooperating party its costs and reasonable attorneys fees incurred in connection with any subsequent suit, or other proceeding, including costs, fees, and expenses on appeal.
7.5. Governing Law.
Utah law will govern this User Agreement, except for the body of law relating to conflicts of law. Subject to Section 7.4, venue for any legal action will be the federal or state courts of Salt Lake County, Utah. The prevailing party in any litigation in connection with this User Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.
A party's failure to enforce any provision of this User Agreement shall not be a waiver of the provision or the right to enforce it at a later time.
7.7. Entire Agreement.
This User Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this User Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this User Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
Should the terms of this User Agreement directly conflict with any terms summarized in the Order Confirmation, the terms of the Order Confirmation shall prevail.
8.0 Confidentiality. The parties hereby agree to keep completely confidential the names, transactions, documents, procedures, sales techniques, market strategies, technologies, science, telephone numbers, addresses, email addresses, telex numbers, financial information and any other information obtained in connection with any communication affected by the Agreement. Such information shall at all times remain strictly confidential for the duration of this Agreement and shall include any and all other pertinent information. Such information shall be considered the property of the introducing party and each party hereby agrees not to distribute, disseminate, dispense, disclose or otherwise pass along this information to any third parties without the express written consent of the introducing party.