Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Aura marketing intelligence platform and related services (“Services”) provided by Mediaura, Inc. (“Mediaura,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and references to “you” and “your” refer to that organization. If you do not agree to these Terms, do not use the Services.

These Terms, together with our Privacy Policy, any executed service agreement, statement of work, order form, Business Associate Agreement, or Data Processing Agreement between you and Mediaura (collectively, the “Agreement”), constitute the entire agreement between you and Mediaura regarding the Services. In the event of a conflict between these Terms and a separately executed service agreement, the service agreement shall control to the extent of the conflict.

1. Definitions

The following defined terms apply throughout these Terms:

• “Aura” or “Platform” means the Aura marketing intelligence platform, including all software, algorithms, models, dashboards, APIs, user interfaces, and documentation provided by Mediaura as part of the Services.
• “Connected Platforms” means the third-party marketing platforms, analytics services, advertising accounts, CRM systems, point-of-sale (POS) systems, loyalty platforms, foot traffic providers, weather data services, and other data sources that you authorize Aura to connect to.
• “Your Data” means all data that you provide to us directly, that we access through your Connected Platforms on your behalf, or that is generated by the Services from your inputs, including but not limited to transaction records, campaign data, customer records (whether identified, pseudonymized, or de-identified), loyalty data, and conversion events.
• “Model Outputs” means the attribution models, reports, dashboards, scoring analyses, forecasts, recommendations, and other analytical products generated by the Platform using Your Data.
• “Protected Health Information” or “PHI” has the meaning set forth in 45 C.F.R. § 160.103 and includes any individually identifiable health information transmitted or maintained by or on behalf of a Covered Entity or Business Associate.
• “BAA” means a Business Associate Agreement executed between you and Mediaura in accordance with HIPAA requirements.
• “Authorized Users” means the individuals whom you authorize to access the Services under your account, including your employees, contractors, and agents.

2. Services Description

Aura is an AI-powered marketing intelligence platform that provides marketing attribution, tracking governance, transaction attribution, audience matching, marketing diagnostics, and related analytical services across multiple industry verticals. The Services include but are not limited to:

• Marketing Attribution & Media Mix Modeling: Causal inference and statistical modeling that attributes business outcomes (e.g., transactions, visits, patient acquisitions) to marketing activities across channels, using techniques including but not limited to media mix modeling, multi-touch attribution, incrementality testing, and geo-holdout experimentation.
• Transaction & Conversion Attribution: Connecting marketing exposures to downstream transactions, conversions, or engagement events using data from POS systems, loyalty platforms, CRM systems, and web/app analytics.
• Tracking Governance & Diagnostics: Auditing and monitoring the configuration and health of tracking implementations across your digital properties and advertising platforms.
• Audience Matching & Customer Intelligence: Matching, segmenting, and analyzing customer records using hashed, pseudonymized, or de-identified data to improve marketing targeting and measurement.
• Site Selection & Market Analysis: Evaluating potential locations and markets using demographic data, competitive analysis, trade area modeling, foot traffic patterns, and cannibalization risk scoring.
• Reporting & Dashboards: Providing interactive dashboards, scheduled reports, and on-demand analyses through the Platform interface and, where applicable, through “Powered by Aura” branded client-facing views.

The specific Services provided to you are defined in your service agreement or order form. We may update, enhance, or modify the Services from time to time, provided that any material reduction in functionality during your service term will be communicated to you with at least thirty (30) days’ advance notice.

3. Eligibility & Accounts

3.1 Eligibility

You must be at least 18 years old and have the legal authority to bind your organization to these Terms. The Services are intended for business use and are not directed to individual consumers.

3.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account or through your Authorized Users. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available.
• Promptly notify us at security@mediaura.io of any unauthorized access to or use of your account.
• Ensure that all Authorized Users comply with these Terms and any applicable policies.
• Promptly revoke access for any Authorized User who no longer requires it (e.g., upon termination of employment).

We reserve the right to suspend your account if we reasonably believe it has been compromised or is being used in violation of these Terms.

4. Authorized Platform Connections

4.1 Authorization & Representations

The Services require you to authorize Aura to connect to your Connected Platforms. By authorizing a connection, you represent and warrant that:

• You have the legal right, authority, and all necessary consents to grant Aura access to each Connected Platform and the data accessible through it.
• Your authorization complies with the terms of service, acceptable use policies, and data sharing restrictions of each Connected Platform.
• You have obtained any consents from your customers, patients, or end users required under applicable law for the data processing that the Services will perform.
• You will promptly notify us if any authorization is revoked, expires, or becomes invalid.

4.2 Scope of Access

We access Connected Platforms solely to provide the Services you have requested. We request only the minimum API permissions and data scopes necessary to deliver those Services. We do not access platforms, accounts, data scopes, or permission levels beyond the scope of your authorization.

4.3 Managing Connections

You may disconnect any Connected Platform at any time through your Aura account settings, by revoking credentials in the Connected Platform’s own settings, or by contacting us at support@mediaura.io. Disconnection may affect the availability or accuracy of certain Services that depend on data from the disconnected platform.

4.4 Connected Platform Data Categories

Depending on the Services you have engaged, Connected Platforms may include:

• Advertising platforms (e.g., Google Ads, Meta Ads)
• Analytics platforms (e.g., Google Analytics)
• Point-of-sale systems (e.g., Toast, Square)
• Loyalty and customer engagement platforms (e.g., Thanx, Punchh)
• Foot traffic and location analytics providers (e.g., Placer.ai)
• CRM systems
• Weather and contextual data services (e.g., WeatherAPI)
• Other platforms as specified in your service agreement

This list is illustrative and not exhaustive. The specific Connected Platforms applicable to your engagement are defined in your service agreement or onboarding documentation.

5. Your Data & Data Ownership

5.1 Ownership

You own Your Data. All data you provide to us or that we access through your Connected Platforms remains your property. We do not claim ownership of Your Data. Nothing in these Terms transfers ownership of Your Data to Mediaura.

5.2 License to Your Data

You grant us a limited, non-exclusive, non-transferable (except as required for subprocessors), revocable license to use, process, and store Your Data solely to:

• Provide, operate, and deliver the Services on your behalf.
• Generate Model Outputs, including attribution models, reports, dashboards, and analytical insights, for your use.
• Improve the accuracy, performance, and reliability of the Platform in aggregate, de-identified, and anonymized form that does not identify you, your business, or your customers.
• Fulfill our obligations under the Agreement.

We will not use Your Data for any purpose other than those described in this Section 5.2 and our Privacy Policy, and we will not share Your Data with third parties except as described in our Privacy Policy or as required by law.

5.3 Model Outputs

Model Outputs generated by the Platform using Your Data are owned by you and are considered part of the Services delivered to you. You may use Model Outputs for your internal business purposes. We retain the right to use aggregated, de-identified, and anonymized insights derived from Model Outputs to improve the Platform, develop benchmarks, and enhance the Services generally, provided such use does not identify you, your business, or your customers.

5.4 Data Return & Portability

Upon written request during or after termination of the Services, we will provide you with a copy of Your Data in a structured, commonly used, machine-readable format within thirty (30) days. Model Outputs will be available for export through the Platform during your service term. Custom data export requests may be subject to reasonable fees as specified in your service agreement.

6. Data Security

We commit to protecting Your Data with industry-standard security measures. Our security program includes:

• Encryption: All data is encrypted in transit using TLS 1.2 or higher and at rest using AES-256 encryption.
• SOC 2 Compliance: Our infrastructure and operational processes are designed to meet SOC 2 Type II standards for security, availability, and confidentiality.
• Access Controls: Role-based access controls (RBAC), multi-factor authentication (MFA), and least-privilege principles are enforced across all systems and personnel.
• Credential Management: Third-party API credentials and service account keys are stored in dedicated secrets management infrastructure and are never stored in application code, version control, or unencrypted configuration files.
• Security Testing: Regular vulnerability assessments, penetration testing, and security audits of our infrastructure and application layer.
• Incident Response: We maintain a documented incident response plan. In the event of a confirmed security incident affecting Your Data, we will notify you without unreasonable delay and no later than seventy-two (72) hours after confirmation. Our notification will include a description of the incident, the types of data potentially affected, and the remediation steps we are taking. This 72-hour notification obligation is subject to the more specific breach notification requirements in Section 7.5 for PHI.

7. Healthcare Clients & HIPAA Compliance

If you are a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the HITECH Act, and the Services will involve the processing, access, transmission, or storage of Protected Health Information (“PHI”), the following additional terms apply.

7.1 Business Associate Agreement Required

A Business Associate Agreement (“BAA”) must be fully executed between you and Mediaura prior to the transmission, processing, or storage of any PHI through the Platform. No PHI shall be ingested into the Services until a BAA is in place. If you are a Business Associate engaging Mediaura as a subcontractor, we will execute a BAA reflecting our role as a subcontractor Business Associate. Contact privacy@mediaura.io to request a BAA before onboarding.

7.2 HIPAA Safeguards

When processing data subject to a BAA, we will:

• Implement HIPAA-compliant administrative, physical, and technical safeguards for all PHI processed through the Platform.
• Logically segregate PHI from non-healthcare client data and apply enhanced encryption, access controls, and audit logging.
• Apply the HIPAA Minimum Necessary Standard, accessing and processing only the minimum PHI required to perform the services specified in the BAA.
• Ensure that all personnel with access to healthcare client environments receive HIPAA compliance training upon onboarding and at least annually thereafter.
• Not use or disclose PHI except as permitted by the BAA and applicable law.

7.3 De-Identification

Where feasible and consistent with the services requested, we will de-identify healthcare data in accordance with the HIPAA Safe Harbor method (45 C.F.R. § 164.514(b)(2)). Where the Safe Harbor method is not feasible, we will work with you to determine whether Expert Determination (45 C.F.R. § 164.514(b)(1)) is appropriate. Data that has been properly de-identified under HIPAA is no longer PHI and is not subject to HIPAA restrictions. We will not re-identify de-identified data.

7.4 Healthcare Attribution & Session Tracking

For healthcare clients using multi-touch attribution and patient journey tracking features, the Platform employs privacy-preserving technical architecture including:

• Server-side, HttpOnly, secure session cookies that do not store PHI and are designed for resilience against browser-level tracking prevention (e.g., Safari ITP, Firefox ETP).
• Pseudonymous session tokens that are not linked to patient identity within the Platform unless explicitly matched by you through a secure, authenticated integration.
• Attribution model outputs generated at aggregate levels that do not identify individual patients unless individual-level reporting has been specifically requested and appropriate BAA terms and technical safeguards are in place.

7.5 PHI Breach Notification

In the event of a breach of unsecured PHI (as defined under 45 C.F.R. § 164.402), we will notify you without unreasonable delay and no later than sixty (60) calendar days after discovery of the breach, consistent with 45 C.F.R. § 164.410. Our notification will include the information specified in the BAA and applicable regulations. This Section 7.5 supersedes the general 72-hour notification timeline in Section 6 with respect to breaches involving PHI.

7.6 PHI Disposition Upon Termination

Upon termination of the BAA or the Services, we will return or securely destroy all PHI in our possession within the timeframe specified in the BAA, or within sixty (60) days if the BAA does not specify a timeframe. If return or destruction is not feasible, we will extend the protections of the BAA to the retained PHI for as long as it remains in our possession.

8. Acceptable Use

You agree not to, and will ensure that your Authorized Users do not:

• Use the Services to violate any applicable law, regulation, or third-party rights.
• Provide access credentials for platforms you do not have authorization to connect, or misrepresent your authority to access any Connected Platform.
• Transmit PHI to the Platform without a fully executed BAA in place.
• Attempt to reverse-engineer, decompile, disassemble, or extract source code from the Platform or any component thereof.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, our infrastructure, or the accounts of other clients.
• Use the Services to collect, process, or store data in violation of applicable privacy laws, including but not limited to HIPAA, CCPA/CPRA, GDPR, or other applicable data protection regulations.
• Use the Services to engage in competitive intelligence gathering against Mediaura or to build a competing product or service.
• Resell, sublicense, redistribute, or make the Services available to third parties without our prior written consent.
• Remove, alter, or obscure any proprietary notices, branding (including “Powered by Aura” marks), or intellectual property legends on the Platform.
• Upload or transmit any malware, viruses, or other harmful code through the Platform or Connected Platform integrations.

We reserve the right to suspend or terminate your access to the Services for violations of this Section 8, with notice as described in Section 14.

9. Intellectual Property

9.1 Mediaura IP

The Aura Platform, including its software, source code, algorithms, statistical and causal inference models, model architectures, user interface designs, APIs, documentation, training materials, and branding (including the “Aura,” “Powered by Aura,” and “Mediaura” names, logos, and marks) are the exclusive intellectual property of Mediaura, Inc. and are protected by applicable intellectual property laws, including copyright, patent, trademark, and trade secret laws. These Terms do not grant you any ownership rights in our intellectual property. Your right to use the Platform is limited to the license expressly granted in these Terms.

9.2 Platform License

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your service agreement. This license does not include the right to sublicense, modify, adapt, create derivative works from, or redistribute any part of the Platform.

9.3 “Powered by Aura” Branding

Where the Services include client-facing dashboards, reports, or views that carry “Powered by Aura” or similar branding, you agree to display such branding as provided unless we have agreed in writing to white-label or co-branded arrangements. You may not use the “Aura” or “Mediaura” names or marks in your own marketing materials without our prior written consent, except to accurately describe your use of the Services.

9.4 Feedback

If you provide feedback, suggestions, feature requests, or ideas about the Services (“Feedback”), you grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without obligation or compensation to you. You represent that any Feedback you provide does not infringe the intellectual property rights of any third party.

10. Service Levels & Availability

10.1 Availability

We strive to maintain high availability of the Services and target an uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance windows. If your service agreement includes a Service Level Agreement (“SLA”) with specific uptime commitments and remedies, the terms of that SLA shall control.

10.2 Scheduled Maintenance

We may perform scheduled maintenance on the Platform with at least forty-eight (48) hours’ advance notice, delivered via email or in-platform notification. We will endeavor to schedule maintenance during off-peak hours.

10.3 Exclusions

We are not liable for downtime or service degradation caused by factors beyond our reasonable control, including but not limited to: third-party Connected Platform outages or API changes; internet or telecommunications disruptions; denial-of-service attacks; force majeure events (natural disasters, acts of government, pandemics, war, or civil unrest); or your failure to maintain compatible systems or connectivity.

10.4 Support

Technical support is available via email at support@mediaura.io during business hours (Monday–Friday, 9:00 AM–5:00 PM Eastern Time), excluding federal holidays. Enhanced support tiers, including dedicated account management and priority response times, may be available under your service agreement.

11. Fees & Payment

11.1 Fees

Fees for the Services are set forth in your service agreement or order form. Unless otherwise specified in your service agreement, the following default terms apply:

• Fees are invoiced monthly in arrears.
• Payment is due within thirty (30) days of the invoice date.
• All fees are stated in U.S. dollars unless otherwise specified.
• Fees do not include applicable sales tax, use tax, VAT, or other governmental charges, which are your responsibility.

11.2 Late Payment

We reserve the right to suspend the Services for accounts with payments overdue by more than thirty (30) days, upon ten (10) days’ written notice. Suspended accounts will not have access to the Platform or Model Outputs during the suspension period. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

11.3 Refunds

All fees are non-refundable except as expressly stated in your service agreement or as required by applicable law.

12. Confidentiality

12.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Your Data, Model Outputs, business strategies, pricing terms, customer lists, technical specifications, and proprietary methodologies.

12.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted in these Terms or with the disclosing party’s prior written consent; and (c) use it only for purposes of performing under or exercising rights under the Agreement. Each party shall protect the other’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

12.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure. Either party may disclose Confidential Information as required by law, subpoena, or court order, provided that the disclosing party gives the other party prompt written notice (where legally permitted) so that the other party may seek a protective order.

12.4 Survival

The confidentiality obligations in this Section 12 shall survive termination of the Agreement for a period of three (3) years, or indefinitely with respect to trade secrets.

13. Representations & Warranties

13.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into and perform under these Terms; (b) its execution and performance of these Terms does not conflict with any other agreement to which it is bound; and (c) it will comply with all applicable laws and regulations in its performance under these Terms.

13.2 Mediaura Warranties

We warrant that: (a) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Platform will perform materially in accordance with its documentation; and (c) we will not knowingly introduce any malware or malicious code into the Platform.

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA OBTAINED FROM CONNECTED PLATFORMS OR THIRD-PARTY DATA PROVIDERS, NOR DO WE WARRANT THAT MODEL OUTPUTS WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.

14. Term & Termination

14.1 Term

These Terms are effective as of the date you first access the Services and remain in effect for the duration of your service agreement. If no service agreement specifies a term, these Terms remain in effect while you maintain an active account.

14.2 Termination for Convenience

Either party may terminate the Services by providing thirty (30) days’ written notice to the other party, subject to any minimum term commitments in your service agreement.

14.3 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) ceases to operate in the ordinary course of business.

We may suspend or terminate your access immediately, without the 30-day cure period, if: (a) you breach Section 8 (Acceptable Use); (b) continued provision of the Services would expose Mediaura to legal liability; (c) we are required to do so by law or governmental order; or (d) your use of the Services poses a security risk to the Platform or other clients.

14.4 Effects of Termination

Upon termination of the Services for any reason:

• Your access to the Platform will be revoked and all Authorized User accounts will be deactivated.
• We will disconnect all Connected Platforms.
• Your Data will be available for export for thirty (30) days following termination, after which it will be deleted within ninety (90) days, unless retention is required by law, regulation, or an executed BAA.
• Model Outputs will be available for export during the 30-day post-termination window.
• All outstanding fees incurred prior to termination remain due and payable.
• Sections that by their nature should survive termination will survive, including Sections 5 (Data Ownership), 9 (IP), 12 (Confidentiality), 13.3 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), and 18 (Governing Law).

15. Limitation of Liability

15.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDIAURA’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO MEDIAURA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Exceptions

The limitations in Sections 15.1 and 15.2 do not apply to: (a) either party’s indemnification obligations under Section 16; (b) either party’s breach of Section 12 (Confidentiality); (c) Mediaura’s breach of its obligations under Section 7 (HIPAA) with respect to PHI; (d) your breach of Section 8 (Acceptable Use); or (e) liability that cannot be limited by applicable law.

15.4 Third-Party Data Disclaimer

We are not responsible for the accuracy, completeness, reliability, or timeliness of data provided by Connected Platforms, third-party data providers, or publicly available data sources. Model Outputs are analytical estimates based on available data and statistical methodologies and should not be relied upon as the sole basis for business decisions.

16. Indemnification

16.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Mediaura, its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use of the Services in violation of these Terms or applicable law.
• Your violation of any third-party rights, including the terms of service of Connected Platforms.
• Any data you provide to the Services, including claims that such data infringes intellectual property rights or violates privacy laws.
• Your transmission of PHI to the Platform without a fully executed BAA.
• Any claim by your customers, patients, or end users arising from your use of the Services.

16.2 Mediaura Indemnification

We will indemnify, defend, and hold harmless you, your officers, directors, employees, and agents from and against any third-party claims alleging that the Platform (excluding Your Data, Connected Platform data, and third-party components) infringes a valid U.S. patent, copyright, or trademark, provided that you give us prompt written notice of the claim, grant us sole control of the defense and settlement, and provide reasonable cooperation at our expense. If the Platform is found to infringe or we reasonably believe it may infringe, we may, at our option: (a) modify the Platform to be non-infringing; (b) obtain a license for continued use; or (c) terminate your access and refund any prepaid fees for the unused portion of the service term.

17. Data Processing & Privacy

17.1 Privacy Policy

Our collection, use, and protection of personal information is governed by our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

17.2 Data Processing Agreements

For enterprise and franchise clients that require a Data Processing Agreement (“DPA”) or Data Processing Addendum, we are prepared to execute such agreements upon request. DPAs may include provisions addressing data processing scope, categories of data subjects, security obligations, subprocessor management, audit rights, cross-border data transfer mechanisms, and data return or deletion upon termination. Contact privacy@mediaura.io to request a DPA.

17.3 Compliance with Privacy Laws

Each party agrees to comply with all applicable privacy and data protection laws in its performance under these Terms, including but not limited to HIPAA (where applicable), the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA/CPRA”), and other applicable state, federal, and international data protection laws. You are responsible for providing all required notices and obtaining all required consents from your customers, patients, or end users for the data processing activities the Services perform on your behalf.

18. Governing Law & Dispute Resolution

18.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of law principles.

18.2 Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising from or relating to these Terms or the Services through informal negotiation for a period of at least thirty (30) days before initiating formal proceedings. Notice of a dispute shall be sent to the other party’s contact address specified in these Terms.

18.3 Arbitration

If a dispute cannot be resolved through informal negotiation, it shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, conducted in Louisville, Kentucky, or in the metropolitan area closest to Jeffersonville, Indiana. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or appointed by the AAA if the parties cannot agree. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.4 Injunctive Relief

Notwithstanding the arbitration provision above, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality, intellectual property infringement, or unauthorized access to the Platform. The state and federal courts located in Clark County, Indiana, or the Southern District of Indiana shall have jurisdiction for such proceedings, and both parties consent to personal jurisdiction in those courts.

19. Insurance

Mediaura maintains commercially reasonable insurance coverage, including technology errors and omissions, cyber liability, and media liability insurance, with coverage amounts appropriate to the scope and nature of the Services. Certificates of insurance are available upon request. Specific insurance requirements for your engagement, if any, will be set forth in your service agreement.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed service agreement, order form, BAA, DPA, and SLA, constitute the entire agreement between you and Mediaura regarding the Services and supersede all prior or contemporaneous communications, proposals, and understandings, whether oral or written.

20.2 Amendments

We may update these Terms from time to time. We will notify you of material changes via email or through the Platform at least thirty (30) days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate the Services in accordance with Section 14.

20.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to do so in the future. No waiver shall be effective unless in writing and signed by the waiving party.

20.4 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

20.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

20.6 Notices

All notices under these Terms shall be in writing and delivered by email or nationally recognized overnight courier. Notices to Mediaura shall be sent to legal@mediaura.io. Notices to you shall be sent to the email address associated with your account. Notices are deemed received upon delivery (for courier) or upon confirmation of receipt (for email).

20.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, third-party platform outages, or denial-of-service attacks. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate the impact and resume performance.

20.8 Independent Contractors

The relationship between you and Mediaura is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

20.9 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

21. Contact Us

If you have questions about these Terms, contact us at:

Mediaura, Inc.
General Inquiries: legal@mediaura.io
Privacy & Data Protection: privacy@mediaura.io
Security Incidents: security@mediaura.io
Technical Support: support@mediaura.io
Website: mediaura.io