These Terms of Use (“Terms”) govern access to and use of the Dealer Loyalty Marketplace (the “Portal”) operated by Mediagistic, Inc. (“Mediagistic,” “we,” “us,” or “our”). By accessing the Portal, authenticating via single sign‑on (“SSO”), clicking to accept these Terms, placing an order, or otherwise using the Portal, you (“Client,” “User,” or “you”) agree to be bound by these Terms. If you do not agree, do not use the Portal.
1. Scope, Parties, and Relationship to Brands
The Portal is made available to users authorized via SSO by Daikin North America and/or its affiliates (including Amana and Goodman) (collectively, the “Brands”). You understand and agree that you are not contracting with any Brand when using the Portal; you contract solely with Mediagistic for any products and services purchased through the Portal. Mediagistic is responsible for provisioning, billing, support, and delivery of offerings purchased through the Portal.
Nothing in these Terms creates a partnership, joint venture, or employment relationship between you and Mediagistic or between you and any Brand.
2. Service Orders; Order Controls
Each purchase, checkout, order confirmation, product description, and/or statement of work presented in the Portal (each, a “Service Order”) sets forth the specific services, deliverables, term, pricing, and other details applicable to your purchase and is incorporated into these Terms.
If there is any conflict between these Terms and a Service Order, the Service Order controls for that purchase. Any modification must be in writing and approved by Mediagistic through the Portal or by an authorized Mediagistic representative.
3. Accounts, SSO, and Security
Access is provided through SSO. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must promptly notify Mediagistic of any suspected unauthorized access or use.
Mediagistic may suspend or terminate access to the Portal if we believe your use violates these Terms, poses security risks, or creates legal or reputational risk.
4. Ordering, Payment Processing, Payment Plans, and Taxes
The Portal may offer products and services for purchase via Stripe or other payment processors designated by Mediagistic. When you place an order, the payment processor handles payment credentials; Mediagistic does not store full payment card numbers.
All purchases are subject to Mediagistic’s order acceptance. We may refuse, cancel, or limit an order for suspected fraud, pricing errors, policy violations, or other lawful reasons.
By submitting an order through the Portal, you authorize Mediagistic and/or its payment processor to charge the payment method you provide for all amounts due under the applicable Service Order, including one-time charges, recurring subscription charges, installment payments, applicable taxes, and any other amounts you expressly authorize through the Portal.
Your selection of a payment option, including payment in full, subscription billing, or installment billing, does not alter your responsibility to pay all amounts that are due, authorized, accrued, or committed under the applicable Service Order. Unless the applicable Service Order expressly states otherwise, cancellation will stop future services and future charges on a going-forward basis only, and will not entitle you to a refund or excuse payment of amounts already charged, earned, performed, incurred, processed, or committed to third parties.
If the Portal offers installment payments or similar financing-style options, such options are provided solely as a payment convenience. They do not create a trial period, cancellable reservation, or pay-as-you-go arrangement unless the applicable Service Order expressly states otherwise. Your obligation to pay for the purchased product or service begins when your order is accepted, not when individual installments come due.
You agree to maintain valid and current billing information and authorize Mediagistic and/or its payment processor to retry failed charges using the payment method on file where permitted by law and processor rules. If any charge is declined, reversed, disputed, refunded, or otherwise not successfully collected, you remain responsible for promptly paying all outstanding amounts by another permitted payment method.
Taxes, if applicable, may be added to your order and collected.
4A. No Relief From Payment Obligation
Except as expressly stated in an applicable Service Order or required by law, cancellation of a product or service does not relieve you of responsibility for amounts already due or for non-refundable amounts already committed on your behalf, including work performed, time reserved, media placed, vendor charges, platform costs, processing fees, and other third-party costs. If you cancel an ongoing subscription or service, Mediagistic may stop future services and future billing as of the effective cancellation date, but no refund, credit, or reduction will be owed for amounts already charged or committed unless expressly stated in the applicable Service Order.
5. Paid Media, Ad Platforms, and Margin / Markup Disclosure
Certain offerings may include paid media placements or digital advertising services (for example, Google Ads and Meta Ads) and related campaign management. You acknowledge that advertising platforms and third‑party vendors impose their own terms, policies, and technical requirements, and may approve, reject, suspend, or limit ads, accounts, or campaigns. Mediagistic does not control platform decisions and does not guarantee outcomes or delivery.
Authorization. Where applicable, you authorize Mediagistic to act as your agent and/or reseller (as applicable) to purchase media and related services necessary to perform the Service Order.
Margin / Markup. You acknowledge and agree that Mediagistic may earn compensation in connection with paid media and digital advertising offerings, which may include fees, margins, markups, service charges, technology fees, rebates, credits, or other commercial benefits from platforms, resellers, publishers, or vendors.
If a Service Order or Portal presentation states that a price includes a specific margin (for example, a 25% margin on paid media channels), that disclosure is made as part of the Service Order and is incorporated into these Terms. Where prices are presented as bundled packages, the bundled price may include media costs, Mediagistic’s service fees, and Mediagistic margin and/or third‑party costs. Unless a Service Order expressly states otherwise, Mediagistic is not obligated to pass through to you any rebates, credits, incentives, or volume‑based benefits.
6. Refunds, Cancellations, Non‑Refundable Costs, and Chargebacks
Refunds, cancellations, and credits are governed by the applicable Service Order and any Portal-posted policy. Certain third-party costs (including media, software, vendor, platform, processing, and fulfillment costs) may be non-cancellable and non-refundable once committed. If you cancel, you remain responsible for committed third-party costs, amounts already invoiced or charged, work performed, resources reserved, and all other amounts due through the effective date of cancellation.
Where a Service Order includes a subscription, package term, minimum term, or installment schedule, your election to pay monthly or in installments does not by itself create a right to retroactive refund or reversal of charges already incurred. Unless the applicable Service Order expressly states otherwise, cancellation will apply prospectively only and will not affect amounts already due, already billed, or already committed prior to the effective cancellation date.
If any payment is past due, Mediagistic may suspend performance, withhold deliverables, suspend Portal access, cancel pending work, or require payment in full before continuing services. Mediagistic may also pursue collection of unpaid amounts and recover reasonable costs of collection, including attorneys’ fees and expenses, to the extent permitted by law.
If you initiate a chargeback, you agree to cooperate in good faith with Mediagistic and the payment processor’s investigation and to pay amounts determined to be properly owed.
A chargeback, dispute, reversal, or failed payment does not cancel your purchase or extinguish your underlying payment obligation.
7. Client Obligations
You agree to provide accurate business and billing information; maintain required licenses and compliance for your business; respond in a timely manner to requests for information, approvals, and assets; and otherwise cooperate as reasonably necessary to enable Mediagistic to perform the Services. You are responsible for delays or losses caused by late responses, inaccurate information, or failure to approve.
8. Intellectual Property; Trademarks; License
Brand trademarks, service marks, trade names, logos, and brand identifiers are the property of their respective owners. Your use of the Portal does not grant you any rights to those marks.
The Portal (including software, design, interface, content, compilations, and code) is owned by Mediagistic or its licensors. You may not reproduce, modify, distribute, publicly display, or create derivative works except as necessary to use the Portal as permitted by these Terms.
Unless a Service Order states otherwise, deliverables remain Mediagistic’s property until paid in full. Upon full payment, you receive a limited, non-exclusive, non-transferable license to use deliverables solely in connection with your marketing and promotional activities. Mediagistic may showcase work for promotional purposes unless you request otherwise in writing.
9. Acceptable Use
You agree to use the Portal only for lawful purposes and in accordance with these Terms. You shall not:
• Use the Portal in a way that violates applicable laws or regulations.
• Interfere with or disrupt the Portal or systems connected to it.
• Attempt to gain unauthorized access to accounts, data, or parts of the Portal not intended for you.
• Reverse engineer, decompile, or disassemble software underlying the Portal (except to the extent permitted by law).
• Transmit malware or other harmful code.
• Use the Portal in a manner that violates intellectual property rights or confidentiality obligations.
10. Disclaimers; No Guarantee of Results
The Portal and Services are provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non‑infringement, or uninterrupted access. Mediagistic does not guarantee results, lead volume, return on investment, rankings, or advertising platform behavior.
11. Limitation of Liability
To the maximum extent permitted by law, Mediagistic shall not be liable for any indirect, incidental, special, punitive, or consequential damages (including lost profits or business interruption), even if advised of the possibility of such damages.
To the maximum extent permitted by law, Mediagistic’s total liability for all claims arising out of or relating to these Terms, the Portal, or purchases made through the Portal shall not exceed the amounts you paid through the Portal in the twelve (12) months preceding the event giving rise to the claim.
12. Third‑Party Services
The Portal may rely on third‑party services (including payment processors and identity providers). Mediagistic is not responsible for third‑party services, outages, or acts or omissions of third parties.
13. Indemnification
You agree to indemnify, defend, and hold harmless Mediagistic (and its affiliates, officers, directors, employees, and agents) from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from or in connection with: (a) your breach of these Terms; (b) your violation of applicable law or third‑party rights; (c) your use or misuse of the Portal or any services obtained; or (d) any third‑party claim resulting from your content or actions.
14. Non‑Solicitation (Optional)
During the term of your engagement with Mediagistic and for twelve (12) months thereafter, you agree not to directly or indirectly solicit for employment or hire any Mediagistic employee or contractor who was involved in providing Services, without Mediagistic’s prior written consent.
15. Force Majeure
Mediagistic is not liable for delays or failures caused by events beyond our reasonable control (including natural disasters, outages, acts of third parties, labor disputes, or governmental actions).
16. Suspension, Termination, and Survival
Mediagistic may suspend or terminate your access to the Portal at any time, with or without cause, and without prior notice, including for non‑payment, material breach, or reputational harm resulting from your actions.
Upon termination, your right to use the Portal ceases. Provisions that by their nature should survive will survive, including payment obligations, intellectual property, disclaimers, limitations of liability, and indemnification. Suspension or termination of Portal access or Services, whether by Mediagistic or otherwise, does not waive or reduce any payment obligation incurred before the effective date of suspension or termination.
17. Governing Law; Venue; Waiver of Jury Trial
These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law rules.
You agree that any legal action or proceeding arising out of or relating to these Terms or the Portal shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and you consent to personal jurisdiction and venue in those courts.
WAIVER OF JURY TRIAL: EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL.
18. Modifications
We may update these Terms from time to time by posting the revised Terms in the Portal and updating the “Last Updated” date. Your continued use of the Portal after modifications constitutes acceptance of the revised Terms.
19. Notices and Contact
We may send notices via email or by posting within the Portal. Notices to Mediagistic should be sent to: Mediagistic, Inc., 8675 Hidden River Parkway, Tampa, FL 33637, Attn: Legal / Compliance.
20. Acceptance
By clicking to accept these Terms, placing any order, making any payment, or using the Portal, you acknowledge and agree to be bound by these Terms and all applicable Service Orders.