End User License Agreement
This End User License Agreement is part of a binding agreement between iHeartMedia + Entertainment, Inc. and its affiliates (“Company” or “iHeartBusiness”) and the person or entity (“You” or “Licensee”) using the iHeartBusiness website (“Site”), software (“Software”) and related services (collectively, “Services”) for one or more products or offerings below.
The Company, Payment Terms, Anti-Spam Guidelines and our Privacy Policy (“Agreement”) constitute the entire Agreement between Licensee and Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Agreement may be amended from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.
COMPANY PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY USING THE SERVICES, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF THAT IS NOT ACCURATE OR LICENSEE DOES NOT AGREE TO THESE TERMS, COMPANY WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT ACCESS OR USE THE SERVICES.
1. Products and Offerings. Licensee may order one or more of the following in a separate Order Form:
Call Tracking/My Click-to-Calls®. If you choose to utilize the Call Tracking a/k/a My Click-to-Calls® service, calls will be recorded for tracking purposes so that we may analyze the performance of ads and optimize accordingly. Call recording can be deactivated if needed while leaving call tracking in place by request. Two inbound call tracking phone numbers are included with the iHeartBusiness Base Platform payment; additional numbers may be purchased for an additional cost per month. After cancellation of your account, you may maintain your Call tracking number(s) for a monthly fee. 500 call tracking minutes per month are included with your iHeartBusiness Account. Additional tracking minutes are available for $.02 per additional minute.
Complimentary Promotions. iHeartMedia occasionally offers Complimentary Promotions to new Clients signing an Order Form or account credits to existing customers. Complimentary Promotions and account credits take the form of funds, credits, or creative hours added to the Client’s account to offset marketing costs under the Order Form. Unless otherwise stated, Complimentary Promotions may be used to offset any cost associated with the Order Form except for Ad Credits or 3rd Party advertising media buy. Complimentary Promotions are fully contingent on you fulfilling the Initial Term. If you cancel the Order Form prior to fulfilling the Initial Term, Client must pay back all Complimentary Promotions spent on Client’s account at the time of cancellation, in addition to any applicable Early Cancellation Fees.
Customer Relationship Management System (“CRM”). The iHeartBusiness CRM is designed for small and medium-sized businesses. The CRM is included with the iHeartBusiness Base Platform. You may use the iHeartBusiness CRM to manage up to 25,000 leads, contacts, or customers; additional contacts require additional resources and fees. You may add as many team members as you need, create up to 20 custom fields at no additional charge, assign tasks, track deals and sales pipelines, assign contacts to specific team members, and use your CRM on your phone or desktop computer from anywhere with internet access. Once you sign up for the iHeartMedia CRM, you will receive an onboarding brief to guide your through set-up. On-going online support is available as well. Your access to the iHeartMedia CRM may be suspended or terminated if you dispute any payment or fail to make a required payment. We are under no obligation to store and maintain your CRM records if your iHeartMedia CRM account has been terminated. If you have signed up for the free iHeartMedia CRM trial, you will have full complimentary access to the CRM for the free trial period. After the free trial period, you will need to pay the iHeartMedia Basic Plan Fee monthly to have access to the CRM. All fees paid for the iHeartMedia CRM are non-refundable. You may log into the system and export a .csv file of your CRM data at any time, if your CRM access is not currently suspended or terminated. Please contact your account representative for more information about exporting CRM data. You are fully responsible for the information that you upload to the CRM. The CRM is not intended to store sensitive, protected, proprietary, health, or financial data, and you agree not to use the CRM to store this information. You acknowledge that the iHeartBusiness CRM is not PCI compliant, and you agree not to store financial data, social security numbers or payment processing data within the CRM. You acknowledge that the IHeartMedia CRM is not HIPAA compliant and is not designed to be used by any health services provider. You agree not to store any HIPAA protected PHI within the CRM. For clarification, your Indemnification obligation outlined in this Agreement applies to any unauthorized use of the CRM. To the extent that we process CRM data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, the terms of the iHeartMedia Data Processing Agreement (the “IHeartMedia DPA”) shall apply, see Section 19.
Email Marketing. Email Marketing allows you to design, create, and send targeted marketing campaigns to your email marketing list through the IHeartMedia platform. The Email Marketing plan includes 2,500 emails per month at no additional charge. Email messages in excess of 2,500 per month will be charged $.004 per message ($10 per 2500 messages). Any excess charges due will accrue over the month and you will be billed for these charges in arrears with your regular monthly marketing payment. Unused monthly email messages do not rollover from month to month. By using Email Marketing, you agree to the iHeartMedia Anti-Spam Guidelines located at https://iheartbusiness.com/anti-spam. The Anti-Spam Guidelines is incorporated into this Agreement by reference. You represent that you will use Email Marketing in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity and defamation, and regulations such as HIPAA and other applicable privacy laws.) You agree not to use Email Marketing in a way that is obscene, harassing, threatening, libelous, or in any way that violates or infringes upon any 3rd Party intellectual property rights. You hereby agree to indemnify and hold harmless IHeartMedia against any damages, losses, liabilities, and expenses arising from an alleged violation of the foregoing or otherwise relating to your use of the Email Marketing services.
Listings. The iHeartBusiness Platform includes the “Local Lock” program for one business location. With Local Lock, Listings we will add, update, and sync your business information across a large network of search engines, sites, apps, maps and voices assistants like Facebook, Google, Yelp, YP.com, Alexa, Waze, Apple and more. Local Lock for additional business locations is available for $75/month, per location. Full terms for Local Lock services located at locallock.iheartmedia.com
iHeartBusiness Basic License. The iHeartBusiness Basic Plan is a slimmed down version of the full iHeartBusiness Platform. It includes a professionally designed 3-page website license + hosting, the shop app (if desired), CRM, Payments account (subject to additional terms and processing fees), website forms, and Local Lock for one business location. We will build your initial website with one round of edits and configure your CRM – but from there, this plan is Do-It-Yourself. If additional dedicated support is needed, this may be available for an additional fee.
iHeartMedia Builder License. The iHeartBusiness Builder License plan grants you access to the full iHeartBusiness software platform, as well as access to utilize certain iHeartMedia Services. The iHeartMedia services included with the IHeartMedia Platform License are a limited license to use the iHeartMedia software platform during the term, including a professionally designed 3-page website license + hosting, the shop app (if desired), CRM, Payments account (subject to additional terms and processing fees), website forms, and Local Lock for one business location – PLUS access to Email Marketing, Social Scheduling and some reporting. Each of these products/services are available for all IHeartMedia accounts that are current on their monthly iHeartBusiness Platform License Fee, however, some products/services may not be utilized for your account depending on your specific marketing goals. Please note, some services may require additional funds. Some services that by their nature require a live website to be utilized will not be utilized until your website goes live. Please note, some 3rd Party products and services may not be available for all clients based on the terms and conditions of the applicable 3rd Party provider. If we are developing a website for you, your iHeartMedia platform login may not be provided until your site is completed and goes live with your approval. Also note, like the Basic plan, we will build your initial website with one round of edits and configure your CRM – but from there, this plan is Do-It-Yourself. If additional dedicated support is needed, this may be available for an additional fee.
iHeartMedia Payments. iHeartMedia Payments and related services are governed by the iHeartMedia Payment Terms located at https://iheartbusiness.com/payment-terms (the "Payment Terms"). The Payment Terms are incorporated in full by this reference. If you use IHeartMedia Payments services, you hereby agree to be governed by the Payment Terms.
iHeartMedia Platforms. The iHeartMedia Platforms include all iHeartMedia 's software platforms and product offerings. These include, but are not limited to, iHeartBusiness, iHeartMedia Payments, and Local Lock.
Services. For the purposes of this Agreement, Services means all Products and Services offered by us pursuant to the Agreement.
SMS Marketing. Use our SMS Marketing platform to manage your text message marketing to engage new and existing clients and increase sales. The SMS platform can be used to create trackable, customized, and automated SMS campaigns. For all active SMS Marketing Accounts, the IHeartMedia Base Platform payment allows you to send 250 messages per month to your subscribers at no additional cost. Messages in excess of 250 per month will be charged $.04 per message. Any excess charges due will accrue over the month, and you will be billed for these charges in arrears with your regular monthly marketing payment. Unused messages do not rollover from month to month. By using SMS Marketing, you agree to the IHeartMedia Anti-Spam Guidelines located at https://iheartbusiness.com/anti-spam. The Anti-Spam Guidelines is incorporated into this Agreement by reference. You are solely responsible for complying with all associated laws and regulations in conjunction with your SMS Marketing account including, but not limited to, CAN-SPAM and the TCPA. Further, you are solely responsible for validating and keeping accurate records of your SMS number list and confirming that all recipients have consented to receive SMS alerts from your business. You are solely responsible for the content of all SMS messages sent and agree to indemnify IHeartMedia in all matters related to SMS Marketing.
Social Media Posts. You may use the iHeartBusiness Platform to connect up to 10 social media profiles within iHeartMedia (additional profiles are an additional $1 per month). You may self-publish 500 social media posts per month at no additional charge. Self-published posts in excess of 500 each month will incur an additional fee of $.02 per post.
iHeartBusiness Shop App. The Shop App add-on is a fully functional shopping cart add-on for use on your iHeartBusiness website. You can easily add additional products via the iHeartBusiness Shop App interface. With the Shop App, you are solely responsible for maintaining the confidentiality of all associated access credentials and you are solely responsible for all activities that occur using your access credentials. You agree to promptly notify us of any unauthorized use of your access credentials or any other breach of security of your Shop App. You must utilize iHeartBusiness Payments if you are using the iHeartBusiness Shop App. You may not use the Shop App (a) in violation of any applicable export laws and regulations, including without limitation any U.S. export laws and regulations; (b) in violation of any applicable national, state, or local laws or regulations, including without limitation any laws governing the import of the Service or governing the content which you make available via the Service; or (c) in ways that infringe the rights of others or interfere with other users of Supplier’s network or other networks. You acknowledge that use of, or connection to, the Internet provides the opportunity for unauthorized 3rd parties to circumvent such precautions and illegally gain access to your iHeartBusiness Shop App Data. Accordingly, we cannot and do not guarantee the privacy, security, integrity, or authenticity of any information so transmitted over or stored in any system connected to the Internet or represent that any such security precautions will be adequate or sufficient. Without limitation, you expressly acknowledge that the indemnification provisions this Agreement apply to the use of the iHeartBusiness Shop App.
iHeartBusiness Website. iHeartBusiness includes a hosted website license solution which allows you to create and publish websites hosted by iHeartBusiness. You can edit and modify any of our predesigned templates to fit your business. You will receive the option to use one license with a current iHeartBusiness Platform license. You will receive access to the iHeartBusiness knowledge base for helpful articles and FAQs with your iHeartBusiness service. iHeartBusiness websites are a proprietary hosted solution compatible only with iHeartBusiness servers and must be hosted by iHeartBusiness. Your license to use your iHeartBusiness website is defined in Section 3 below. iHeartBusiness websites may not be migrated to another website hosting platform under any circumstance.
Website Hosting. Website hosting for up to one site is included with the iHeartBusiness Platform for Marketing Clients. Website Hosting includes up to 100GB of bandwidth per month. Additional bandwidth is available for an additional cost; contact your IHeartMedia representative for current pricing. Hosting includes up to 3GB of data storage; additional storage will require an additional fee of $5 per additional 3GB of storage per month. These overages will be invoiced monthly and will be calculated at the time of invoicing. iHeartBusiness websites are a proprietary hosted solution compatible only with iHeartMedia servers and must be hosted by iHeartMedia. Upon cancellation of your iHeartBusiness account, website hosting may be purchased for $600 per year. If your hosting services continue after the cancellation of marketing, such hosting services will continue to be governed by these IHeartMedia Terms of Service.
2. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means Users authorized by the business entering this Agreement who have accepted the User Terms of Use.
“Documentation” means user manuals, support materials, and any other materials provided by Company, in printed, electronic, or other form, which describe the operation and use of the Services.
“Intellectual Property Rights” means all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensee” has the meaning set forth in the preamble.
“License Fees” means the fees, including all taxes thereon, paid, or required to be paid, by Licensee for the license granted under this Agreement.
“Company” has the meaning set forth in the preamble.
“Registration Form” means the account sign up form filled out and submitted by or on behalf of Licensee, and accepted by Company, for Licensee’s purchase of the license for the Services granted under this Agreement.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Services” is defined as set forth in the preamble.
“Site” is defined as set forth in the preamble.
“Software” is defined as set forth in the preamble.
“Term” has the meaning set forth in Section 14.
“Third Party” means any Person other than Licensee or Company.
“Update” has the meaning set forth in Section 8.
3. Limited License Grant and Scope. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Company hereby grants to Licensee a revocable, non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access and use, solely by and through its Authorized Users using an internet web browser, the Services, as set forth in this Section and subject to all conditions and limitations set forth in this Agreement.
4. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
a. Use (including make any copies of) the Services or Documentation beyond the scope of the license granted under Section 3;
b. Provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Services or Documentation;
c. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or Documentation or any part thereof;
d. Combine the Site, Software or Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs;
e. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
f. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services or Documentation, including any copy thereof;
g. Copy the Services or Documentation, in whole or in part;
h. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
i. Use the Services or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:
power generation systems;
aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
military or aerospace applications, weapons systems, or environments;
j. Use the Services or Documentation in violation of any law, regulation, or rule; or
k. Use the Services or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Company’s commercial disadvantage.
5. Responsibility for Use of Services. Licensee is responsible and liable for all uses of the Services and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Services and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Services and/or Documentation, whether such access or use is permitted by or in violation of this Agreement. You are responsible for:
Making all technical and administrative arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these terms and conditions and comply with them.
To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Site is correct, current, and complete. All information we collect on this Site and through the Services and Software is subject to our Privacy Policy. You agree that all information you provide to this Software or otherwise, including but not limited to using any interactive features on the Software, is governed by our Privacy Policy. By using the Services, You hereby consent to all actions we take with respect to your information as set forth in our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Software or portions of it using your username, password or other security information. You agree to notify us. immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Once you have executed your Order Form, Service Order or Online Order Form, you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees due under this Agreement monthly, in advance. Fees for one-time services will be due in full on the Effective Date, or as otherwise provided by your Order Form. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees as outlined in your Order Form. For monthly recurring Services, unless the Order Form states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless canceled as provided in Section 14 below. You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly recurring marketing total listed in your Order Form. Company shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Order Form. Licensee warrants the validity of any ACH information provided to Company and acknowledges that Company is entitled to debit Licensee’s account for any ACH fees charged to Company due to Licensee’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Company uses a credit card updating service that automatically updates credit card numbers when a credit card has expired or been replaced. You acknowledge that Company has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Order Form. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.
In addition to making all required payments, you shall (a) cooperate with Company in all matters relating to the Services and provide access to your advertising accounts including your Google Adwords and Analytics accounts as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Company to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Company may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Company is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.
6. Software Usage Limits. The Platform entitles Licensees to limited services each month. Usage above certain limits will incur additional costs.
Email Marketing: Up to 2,500 email sends per month included. Additional emails will cost $0.004 or $10 for 2,500. Unused monthly email messages do not rollover from month to month.
Website: a 3-Page Website build is included in the iHeartBusiness subscription plan. Additional pages, design time and/or advanced SEO set up with GA4 installation available for purchase; contact your iHeartMedia representative for pricing based on your needed scope of work.
Website Storage: Up to 100GB of bandwidth included per month. Additional bandwidth is available for an additional cost; contact your iHeartMedia representative for current pricing.
Website Hosting: Hosting includes up to 3GB of data storage; additional storage will require an additional fee of $5 per additional 3GB of storage per month. In the event of iHeartBusiness service cancellation, to maintain site only, hosting can be purchased for $600 per year.
SMS/Text Message Marketing: Up to 250 text messages per month included. Additional text messages are $0.04 for each additional text. Unused messages do not rollover from month to month.
Social Media Management: Up to 500 social media posts per month. Additional posts are $0.02 each.
Social Profile connections: Up to 10 social media profile connections included. Additional profiles are $1 per month.
Call Tracking Numbers: 10 call tracking numbers are included to be used for tracking 2 inbound phone lines across 5 sources. Additional call tracking numbers are $10 for an additional 5 number block.
Call Tracking Minutes: Up to 500 call tracking minutes included per month Additional minutes are $0.02 per additional minute.
File Storage: Up to 10 gigabyte file storage included. Additional storage is $1 per additional GB per month.
Directory Listing Accounts (“Local Lock”): 1 directory listing location is included; additional locations are $75 per additional listing location per month.
Software License: One iHeartBusiness Software license is included. Additional Software licenses are available for $100 per month for a standard Software license.
Customer Relationship Management (CRM) System Contacts: Up to 25,000 CRM contacts are included. Additional contacts require dedicated resources and a custom quote.
CRM Fields. Up to 30 CRM Fields are included, additional CRM fields are available for $10 for 10 additional fields per month.
7. Software Compliance.
a. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
b. Upon Company’s written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Company in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance:
Licensee shall immediately remedy such noncompliance and provide Company with written notice thereof. Licensee shall provide Company with all access and assistance as Company requests to further evaluate and remedy such noncompliance.
If Licensee’s use of the Software exceeds the number of copies or Authorized Users permitted under the license, Company shall have the remedies set forth below.
c. During the Term, Company may, in Company’s sole discretion, audit Licensee’s use of the Services to ensure Licensee’s compliance with this Agreement. The Licensee shall cooperate with Company’s personnel conducting such audits.
d. If any of the measures taken or implemented under this Section determines that the Licensee’s use of the Services exceeds or exceeded the use permitted by this Agreement then Licensee shall, within 30 days following the date of such determination by Licensee, pay to Company the retroactive License Fees for such excess use and, unless Company terminates this Agreement, obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement.
Company’s remedies set forth in this Section are cumulative and are in addition to, and not in lieu of, all other remedies the Company may have at law or in equity, whether under this Agreement or otherwise.
8. Maintenance and Support.
a. The license granted hereunder entitles Licensee to the basic software maintenance (described in Section 3 above) and support services during regular business hours. You will need your support pin (available in platform) to receive software support.
b. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as Company makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Company may develop and provide Updates in its sole discretion, and Licensee agrees that Company has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Company has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Company may issue as a separate or new product, and Company may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.
9. Collection and Use of Information.
a. Licensee acknowledges that it has reviewed the IHeartBusiness Privacy Policy located at https://www.iheart.com/content/privacy-and-cookie-notice/. The Privacy Policy is incorporated in full by this reference.
b. Licensee acknowledges that Company may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through:
the provision of maintenance and support services; and
security measures included in the Software.
c. Licensee agrees that the Company may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including, but not limited to:
improving the performance of the Software or developing Updates; and
verifying Licensee’s compliance with the terms of this Agreement and enforcing the Company’s rights, including all Intellectual Property Rights in and to the Software.
10. Intellectual Property Rights.
Software and its entire contents, features and functionality (including but not limited to the Site, all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its Affiliates and their licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Company, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all use of and access to the Software from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Company if Licensee becomes aware of any infringement of the Company’s Intellectual Property Rights in the Software and fully cooperate with Company in any legal action taken by Company to enforce its Intellectual Property Rights.
iHeartMedia™, Marketing 360®, UXi®, Top Placement Ads®, Top Rated Local®, Mad 360®, Convert Intellegently®, Visibility Clickability Convertability™, Top Rated National® the Top Rated Local and National Badges and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates, partners, or licensors. Use of such marks without the prior written permission of the Company is prohibited. All other names, logos, product and service names, designs and slogans are the trademarks of their respective owners.
If you believe that any User Contribution violates a copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
11. Content Standards. You agree not to use the Services:
To market directly to minors;
To exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses, or screen names, associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Services or users of the Services, or expose them to liability.
To disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
To deploy any robot, spider or other automatic device, process or means to access the Software for any purpose, including monitoring or copying any of the material on the Software.
To monitor or copy any of the material in or on the Services or for any other unauthorized purpose without our prior written consent.
To interfere with the proper working of the Services.
To introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
To gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Software is stored, or any server, computer or database connected to the Software.
To attack the Software via a denial-of-service attack or a distributed denial-of-service attack.
To otherwise attempt to interfere with the proper working of the Software.
To post any User Contribution which is pornographic, sex-related, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
To display or promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
To violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with this Agreement.
To deceive any person.
To promote any illegal activity, or advocate, promote or assist any unlawful act.
To cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
To impersonate any person or misrepresent your identity or affiliation with any person or organization.
To involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
To give the impression that they emanate from or are endorsed by Company or any other person or entity if not authorized to do so.
To cause a Third Party website to display, frame, deep link or in-line link to another site.
12. User Contributions. The Services may allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. You agree to the following:
Any User Contribution you post will be considered non-confidential.
By providing any User Contribution using the Services, you grant Company, our Affiliates, and service providers, and each of their and our respective licensees, successors and assigns an irrevocable, perpetual, non-exclusive, royalty-free license to the right to use, copy, perform, display and distribute such information and content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photographs, audio, and video content, and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. Company reserves the right to use User Contributions for advertising, publication, promotion, display or other purposes.
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
Notwithstanding the foregoing, Company retains all copyrights in all non-custom website designs delivered under this Agreement.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible, or liable to any Third Party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
All your User Contributions do and will comply with these terms and conditions.
13. Monitoring and Enforcement. We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Disclose your identity or other information about you to any Third Party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of the Agreement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Company does not assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or Third Party.
14. Term and Termination.
This Agreement and the licenses granted hereunder shall remain in effect for the term set forth on the Order Form until terminated as set forth herein.
For recurring accounts, the Order Form sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring monthly billing for such periods. Unless otherwise stated in the Order Form, all iHeartBusiness plans have a twelve (12) month Initial Term. If there is a conflict, the most recent agreement’s Initial Term shall control. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Licensee acknowledges that Licensee’s digital marketing plan is designed based on the Initial Term defined in Licensee’s Order Form. After the Initial Term, the Term will be automatically renewed for successive six-month periods (each, a “Renewal Term”) or as otherwise provided in the Order Form (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term”).
Licensee may terminate this Agreement (i) by giving thirty (30) days’ notice; or (ii) by closing your account or ceasing to use the Services and destroying all copies of the Services and Documentation. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be cancelled.
Company may terminate this Agreement, without notice to Licensee, for any or no reason and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Services and User Contributions.
No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, nor entitle Licensee to any refund.
No refunds will be provided for any amounts already paid to Company. Upon cancellation of this agreement by you for any reason, all unused funds, credits or creative hours will be forfeited. If you downgrade to hosting-only services or any other recurring services that do not include the iHeartBusiness Platform License Fee, all unused funds, credits, or creative hours remaining in your account at the time of the downgrade will be forfeited.
Upon termination, at your election, Company will preserve an archive of your account records and data for an annual fee. If you do not elect to archive your account records, we are under no obligation to maintain any customer records after your account is terminated, and we may delete your account records at any time unless required to maintain the records per Applicable Data Protection Laws and/or Company’s own document retention obligations.
15. Warranty Disclaimer.
THE SERVICES AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND CONCERNING THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE, UPTIME, OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
16. Limitation of Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL COMPANY’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THIRTY DOLLARS ($30).
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
17. Regulatory Compliance.
Licensee shall comply with all applicable federal, state, local and international laws and regulations (including without limitation any laws regarding personal information, data, and the transfer to or from the United States or other countries).
The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.
The Services include commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
18. Representations and Warranties.
Licensee represents and warrants that: (i) it has consent to communicate with third-parties through the Services prior to use of the Services; (ii) owns or otherwise has sufficient rights to the use of Personal Information to communicate directly to third-parties through the Services; (iii) the posting and use of Personal Information on or through the Platform does not and will not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or other rights of any person or entity, (iv) Licensee will not upload any Personal Information to the Platform that contains any sensitive or special categories of information as defined in Applicable Data Protection Laws (defined below), including the CCPA and California Privacy Rights Act; (v) Licensee will direct its website to non-United States residents nor upload or share Personal Information subject to the GDPR with Company and (vi) the upload, posting or other submission of Personal Information to the Platform does not and will not result in a breach of contract between Licensee and any Third Party; and (v) Licensee will not knowingly collect personally identifiable information from children under thirteen (13) when using the Service.
When using the Service, including when using the Service to send text messages or email messages (collectively, “Messages”), Licensee will, and will cause its Authorized Users to: (A) comply with and maintain appropriate records to demonstrate its compliance with all applicable European and United States federal, state, and local laws, regulations, and rules governing emails, text and SMS messages, including, without limitation, the Telephone Consumer Protection Act and its implementing rules and regulations, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003, the Americans with Disabilities Act, and all state, local, and foreign equivalents; all applicable industry guidelines and best practices, including, without limitation, the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices (collectively, “Applicable Message Requirements”); (B) ensure the content of all Messages complies with Applicable Message Requirements, including all applicable form, content and unsubscribe requirements; (C) send Messages only to individuals from whom Licensee has obtained all necessary and legally required consent to do so in accordance with its obligations under Applicable Message Requirements (“Consumers”); and (D) promptly notify Company of all requests made by Consumers to stop receiving Messages from Licensee; and (vi) any consumer contact information provided by Licensee to Company has been collected in accordance with Applicable Message Requirements. Licensee’s responsibilities as set forth in this Section and this Agreement will remain the sole responsibility and liability of Licensee notwithstanding that Company may offer Documentation, advice, guidance or suggestions relating to any of the matters that are solely Licensee’s responsibility.
19. Privacy Compliance.
“Personal Information” also referred to as “personally identifiable information” or “Personal Data,” means (i) information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, or household; and (ii) any information that is regulated as personal information, personal data, personally identifiable information, personal health information, individually identifiable health information, protected health information, or otherwise under any Applicable Data Protection Law. “Applicable Data Protection Laws” means United States federal and state privacy laws and regulations such as the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 – 1798.199, 2018) and California Privacy Rights Act of 2020 (2020 Cal. Legis. Serv. Proposition 24, codified at Cal. Civ. Code §§ 1798.100 et seq.) (together, “CCPA”) and other similar United States privacy state statutes.
Licensee is a “controller” and/or “business” and Company is a “service provider” and/or “processor” as defined in the Applicable Data Protection Laws.
Licensee will direct its websites to United States residents only and will not market, direct, collect or share Personal Information of non-United States residents with Company to process.
Company certifies that it shall process Personal Information on behalf of Licensee in accordance with and for the “Business Purpose,” as defined in Applicable Data Protection Laws. Company will only process Personal Information on behalf of Licensee in accordance with and for the purposes set out in the Order Form and this Agreement, which, for the avoidance of doubt and depending on the Services provided, may include Company (i) providing the Licensee with access to and use of the Services; and (ii) using the Personal Information for internal purposes and otherwise consistent uses identified within Company’s Privacy Policy. Notwithstanding the foregoing, Company may process Personal Information as may otherwise be permitted by this Agreement, Applicable Data Protection Laws for service providers and as directed by Licensee.
Company will not: (i) sell or share any Personal Information for purposes of cross-contextual behavioral advertising for monetary or other consideration; (ii) retain, use or disclose any such Personal Information for any purpose other than the specific purpose of performing or providing the Services; or (iii) retain, use or disclose such Personal Information outside the direct business relationship between Company and Licensee, unless otherwise required or allowed by law or by direction of the Licensee; (iv) process outside the specified Business Purpose; (v) provide the same level of privacy protection required by the applicable obligations under CPRA for Personal Information received by Company; nor (v) combine Personal Information of data subjects from the Licensee with different sources or with data collected from its own interaction with data subjects. Company will notify the Licensee if it can no longer meet its obligations under CCPA.
Taking into account the nature of the Service(s) provided, Company will notify Licensee of requests from Licensee’s data subjects as required under Applicable Data Protection Laws. Company will not independently respond to such requests from Licensee’s data subjects, but will refer such data subjects to Licensee, except where required by applicable Data Protection Laws; and (ii) if Licensee needs to provide information (including details of the Service(s)) to a competent supervisory authority, Company shall do so to the extent that such information is solely in the possession of Company.
Licensee expressly consents and hereby authorizes Company to subcontract any processing of Personal Information and the performance of all or any of Company’s obligations under the agreement to other service providers pursuant to a contract with the same level of protections of Personal Information as this Agreement. See Schedule 5.
20. General Compliance. You shall not use nor permit the Services to be used in violation of any applicable international, national, state, or local laws or regulations.
21. Indemnification.
Licensee agrees to defend, indemnify and hold harmless Company, its Affiliates, and their respective directors, officers, employees, parents, affiliates, agents, successors and assigns (the “Indemnified Party”), against any Third Party claim, demand, cause of action, costs, expenses or liability, including reasonable attorney’s fees, to the extent that (a) it is based upon a breach of Licensee’s representations, warranties or obligations in the Agreement; (b) it arises out of the negligence or willful misconduct of the Licensee; (c) it arises from any allegation that Licensee’s display, publicity or use of content, trademark, copyright, patent, Personal Information or other materials or services provided or controlled by the Licensee hereunder infringes or violates any Intellectual Property Rights or other rights of any Third Party. The Indemnified Party will notify Licensee in writing of any claim for indemnification hereunder, and provide, at Licensee’s expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow Licensee to control the defense and settlement of such claim, provided that the failure of the Indemnified Party to promptly inform Licensee of any claim shall not excuse Licensee of its obligations under this Section. Notwithstanding the foregoing, Licensee shall not enter into any settlement of the defense of such action, other than with respect to the payment of monies, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. If Licensee does not engage in the defense of any such action, the Indemnified Party may defend and/or settle any such action with counsel of its choosing.
22. Miscellaneous.
Governing Law. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
Force Majeure. Company will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Company’s reasonable control.
Notices. All legal notices to Company shall be delivered as follows to:
iHeartMedia, Inc.
Attention: Legal
125 West 55th Street 12th Floor
New York, NY 10019
email: LegalNotices@iHeartMedia.com
With a copy to
iHeartMedia, Inc.
Attention: Legal
20880 Stone Oak Pkwy,
San Antonio, TX 78258
All notices to Licensee shall be delivered as follows to the mailing address or email address associated with your account.
No Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company’s prior written consent, which consent Company may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.
Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.
Third-Party Sites and Products. Third Party sites and products are not under our control and are provided to you only as a convenience. The availability of any third-party website or product does not mean we endorse, support or warranty the 3rd Party site or product. We do not warranty the performance of any third-party product or service.
Referrals. IHeartMedia may provide incentives to third parties to introduce potential Licensees to iHeartBusiness. From time to time, IHeartMedia may receive referral fees, incentives, revenue shares or rebates (the “Incentives”) from Third Party advertisement providers, payment processors, and/or other 3rd parties based on hitting revenue or advertising spend thresholds or referring potential customers to the 3rd party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by iHeartMedia.
Taxes. Sales tax and/or VAT tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Licensee’s billing address and the product or services on Licensee’s invoice. Licensee is responsible for any sales, use or VAT taxes not collected by iHeartBusiness. You are solely responsible for determining what taxes and rates apply to any goods or services offered through the Services. Company is not obligated to, nor will Company, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Company retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities if Company deems such reporting necessary. You hereby indemnify and hold Company harmless from and against all liability related to Taxes and filings made by Company in respect thereof. You agree that Company may send you any tax-related information electronically.
Call Recording. You acknowledge that we may record Licensee phone calls for quality control purposes.
Communication Preferences. You consent to receiving electronic and telephone communications from us relating to your account or the Services during and after the Term. These communications may involve telephone calls to any number you provide, SMS text messages to a phone number you provide, sending emails to any email address you provide, and posting communications to you in the iHeartBusiness Platforms, or in the "My Account" page. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements and customer surveys via email or other methods. Please review our Privacy Policy for further detail on our marketing communications.
Survival. The sections labeled Intellectual Property Rights, Warranty Disclaimer of, Limitation of Liability, and Indemnification are intended to survive the termination, cancellation or expiration of this Agreement. Notwithstanding the foregoing, Licensee remains liable for any amounts due to Company as of the effective date of termination.
Amendment. Company may update and change any part or all the Agreement, Company will let you the know via email and/or via notification in the iHeartBusiness Platforms.
No Waiver. No waiver of any term or condition by Company shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
United States Only. We provide the Services for use only by persons located in the United States and to be directed at consumers only within the United States.