MediaContext Terms of Service

If you signed a separate Order Form to access MediaContext with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Order Form applies to your use of the Product.

This Agreement is between And/or Labs Inc. and the company accessing or using the Cloud Service. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

MediaContext is sold to businesses only. Individual consumers may not buy a subscription.

Order Form

Framework Terms: This Order Form incorporates and is governed by the Framework Terms, which consists of the Key Terms below and the Common Paper Cloud Service Standard Terms Version 2.1, available at https://commonpaper.com/standards/cloud-service-agreement/2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page below will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: MediaContext, a web application and API operated by And/or Labs Inc. that provides research tools, source evidence, company and publisher information, lists and related features for advertising technology sales teams.

Order Date: The Effective Date.

Subscription Period: An Initial Subscription Period of 6 months starting on the Order Date. After that, each renewal Subscription Period is one month.

Cloud Service Fees: MediaContext Pilot: USD 1,000 per month, plus applicable taxes. Prices exclude taxes. Fees for the full Initial Subscription Period (USD 6,000 plus applicable taxes) are committed and are billed in monthly instalments. There is no free trial and no proration. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply from the next renewal Subscription Period after the notice period ends. Prices do not change during the Initial Subscription Period.

Payment Process: Customer authorizes Provider to bill and charge Customer's payment method on file monthly in advance, on the same day of the month as the Order Date, for immediate payment or deduction without further approval. Payments are processed by Stripe.

Non-Renewal Notice Period: Customer may give notice of non-renewal at any time before the end of the current Subscription Period, by cancelling in Settings > Billing in the Product or by emailing vj@andorlabs.ca from the account email. Notice given during the Initial Subscription Period takes effect at the end of the Initial Subscription Period. Notice given during a renewal Subscription Period takes effect at the end of that month.

Use Limitations: One MediaContext workspace per subscription. Customer will not, and will not allow Users to: bypass access controls or rate limits; attempt to access another workspace; interfere with service operation; use research to harass individuals or make unlawful contact; or circumvent an applicable suppression or access restriction.

Technical Support: Email support at vj@andorlabs.ca. Include the application path, time and timezone, workspace, action taken and visible error, and a request ID when shown. Never send credentials. No response time is promised.

SLA: None.

Professional Services: None.

Key Terms

Customer: The company that accesses or uses the Product. The person accepting this Agreement does so on behalf of that company, and all use of the word "Customer" in the Agreement means that company.

Provider: And/or Labs Inc., 221 27 Ave NW, Calgary, AB T2M 2H5, Canada.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the Province of Alberta and the federal laws of Canada applicable in Alberta.

Chosen Courts: The courts located in Calgary, Alberta, Canada.

Covered Claims:

• Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights.
• Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights; and (2) arising from or relating to Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount: The greater of USD 1,000 or the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

Increased Claims: None.

Increased Cap Amount: None.

Unlimited Claims: None.

Additional Warranties: None.

Notice Address:

• For Provider: vj@andorlabs.ca
• For Customer: The main email address for Customer's account.

Attachments, Supplements and Modifications

DPA: The MediaContext Data Processing Agreement at https://mediacontext.dev/dpa is attached to and forms part of this Agreement, and Customer accepts it by accepting this Agreement. It applies to Customer Personal Data. It does not apply to Research Data. Provider handles personal information as its own controller as described in the MediaContext Privacy Notice at https://mediacontext.dev/privacy.

Security Policy: Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Provider does not hold a security certification.

Insurance Minimums: None.

Changes to the Standard Terms:

1. Business customers only. Customer represents that it is a business acquiring the Product for business purposes, and not an individual acting for personal, family or household purposes.

2. Commitment and cancellation (Sections 4 and 5). Customer may not terminate for convenience or cancel during the Initial Subscription Period. All Fees for the Initial Subscription Period are due even if Customer stops using the Product, gives notice of non-renewal, or is moved to the free tier. After the Initial Subscription Period, the Agreement renews month to month, and Customer may cancel at any time with effect at the end of the current month. Fees are non-refundable, except for the prorated refunds the Standard Terms expressly provide. There is no proration for partial months.

3. Failed payments (Section 2.2). If a payment fails, Stripe retries the charge and Provider emails Customer. Access continues for 7 days after the payment fails. If the payment is still unpaid after those 7 days, Provider may move Customer's workspace to the free tier until payment is made. Amounts owed for the Initial Subscription Period remain due. This does not limit Section 2.2 (Suspension).

4. After cancellation (Section 5.5). When a subscription ends, Customer's workspace moves to the free tier instead of closing. Ending a subscription does not delete Customer Content automatically. Upon Customer's request, Provider will delete Customer Content within 60 days.

5. Research Data. "Research Data" means company, publisher and professional information that Provider collects independently from public sources and data providers and makes available through the Product. Research Data is not Customer Content. Provider is responsible for its collection as an independent controller, and the DPA does not apply to it. Customer receives Research Data as an independent controller of any copy it views, exports or stores, and is responsible for its lawful use. Research can be incomplete, outdated or incorrect. Check the underlying source, observation date and relevant context before acting. Scores and role mappings support research; they are not guarantees about an organization or person. Access to information does not transfer rights owned by its original publisher or authorize every possible downstream use. Customer is responsible for lawful handling of information it exports or shares, including applicable privacy, marketing and source-use requirements.

6. Suppression. Customer will stop using, and on request delete, Research Data about a person once Provider notifies Customer that the person has requested deletion or suppression, to the extent the law requires.

7. AI-generated content. Some Research Data, including buying-role mappings and Inspect explanations, is produced with machine learning models and may be wrong. It is provided under the warranty disclaimers in the Standard Terms.

8. Machine learning (Section 1.6). Provider will not use Customer Content to train machine learning models.

9. Beta Products (Section 12.7). Features labelled preview, beta or pilot are Beta Products.

Built from the Common Paper Terms of Service Cover Page, based on the Common Paper Cloud Service Agreement Standard Terms Version 2.1, available at https://commonpaper.com/standards/terms-of-service/ and licensed under CC BY 4.0.