FinancialAudiences™ Platform Legal Terms and Conditions
- This Agreement may only be amended or modified with the written agreement of the parties, except as otherwise set forth herein. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and there are no other promises, agreements, or conditions, oral or written, express or implied, among them with respect to such subject matter, except as set forth herein. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party against whom sought to be enforced. The failure of a Party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance at a future time. This Agreement may be executed in any number of counterparts. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Publisher/Marketer shall not permit Users to access or use Services in a U.S.- embargoed country or in violation of any U.S. export law or regulation. There are no third-party beneficiaries to this Agreement.
- Nothing in this Agreement shall be construed to place the parties in an agency, employment, franchise, joint venture, or partnership relationship. Except as provided herein, neither party will have the authority to obligate or bind the other in any manner.
- This Agreement shall be governed by and construed in accordance with English law, and the laws of the State of Illinois, and subject to the exclusive jurisdiction of the Illinois courts.
- Neither party may assign this Agreement, or sub-contract any of its obligations, in whole or in part, without the prior written consent of the other party, except in the case of a merger or sale of all or substantially all the assets or stock of the party.
- Publisher/Marketer may not grant, resell or sub-license access to the Services, or any of the rights granted to you herein, to any third party, except as otherwise expressly permitted herein. Publisher/Marketer agrees not to reproduce, duplicate, copy, sell, resell or exploit any part of the Services. Publisher/Marketer may not decompile, disassemble, or reverse engineer, in whole or in part, the Services or otherwise attempt to copy, duplicate or imitate, in whole or in part, any concept, idea, business model, business process, product, service or other intellectual property or other ideas or content embodied in the Services or learned by you from your use of or access to the Services. All data, reports, segments, products, pricing and other and information from the Platform and Services shall be considered Confidential Information of DMG and may not be shared with other advertising networks or other third parties. Without limiting the foregoing, under no circumstances will Publisher/Marketer use the Services or information and/or experience derived from its use of the Services to develop any data management product or service (or other competing DSP or other competing product or service) of its own. Company will require all Authorized Users to comply with these restrictions. Publisher/Marketer agrees not to use the Services to violate any local, state, national or international law.
- If and to the extent Publisher/Marketer receives password based access to the any portion of the Services, Publisher/Marketer is responsible for keeping such password secure, is solely responsible for the activity that occurs on your account, and must notify DMG immediately of any breach of security or unauthorized use of Publisher/Marketer’s account.
- DMG reserves the right to modify, update or constantly develop its Platforms and Services and to update its technology and over time. DMG will notify Publisher/Marketer of any material changes to the Services likely to have a material impact on Publisher/Marketer. In some cases, Publisher/Marketer will be required to agree to feature- or service-specific terms and conditions prior to use of any such new or improved features or services.
- DMG’s systems are the definitive system of record for calculating Fees and counting impressions, clicks or actions.
- DMG and Publisher/Marketer both reserve the right at any time to decline and/or retract any Advertisements deemed inappropriate. Further, DMG will not be held liable for any Advertising placed. In addition, if the scope of the work changes considerably then both DMG and Publisher/Marketer have the right to submit a request to change the fee structure and/or fee amounts. No fee changes will be made without written approval from both parties.
- DMG reserves the right to immediately and temporarily suspend Publisher/Marketer’s access to the Platform or Services, including during any notice or cure period, if Publisher/Marketer materially breaches this Agreement and DMG reasonably believes in good faith that continued access by Publisher/Marketer is likely to expose DMG to additional material harm.
- Publisher/Marketer represents, warrants and covenants that (i) the Publisher/Marketer Data was and will be obtained or developed by the Publisher/Marketer in compliance with all applicable laws, regulations and orders, applicable generally respected self regulatory requirements and industry best practices; (ii) any content on the Publisher/Marketer Site or in any Advertisement sold by Publisher/Marketer, does not and will not infringe any third party right, nor violate any law, rule or regulation; and (iii) Publisher/Marketer, its Advertisers, and Publisher/Marketer Users will not use the Platform or Services in a manner that could damage them or any third party systems, or that would reasonably be expected to reflect unfavorably on DMG.
- Financial Services. During the term, both Parties shall comply with all applicable financial services regulations and privacy requirements.
- COPPA. During the Term, both Parties shall remain in compliance with Children’s Online Privacy Protection Act of 1998 (COPPA). Publisher/Marketer shall designate each of the Publisher/Marketer Sites as having children’s or non-children’s content as well as designating if Publisher/Marketer knowingly collects any personal information from children under the age of thirteen (13). Publisher/Marketer shall promptly notify DMG in the event that either its content or its policy on data collection changes.
- LIMITED WARRANTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE PLATFORM AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. IN NO EVENT SHALL DMG’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY PUBLISHER/MARKETER HEREUNDER. EXCEPT FOR BREACHES OF CONFIDENTIALITY IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Without limiting the generality of the forgoing, DMG shall not be responsible for circumstances beyond DMG’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, extreme power surges or electromagnetic field, Internet service provider failures or delays, or denial of service attacks. Publisher/Marketer shall not (a) misuse, abuse, alter or use the Services in any way which does not conform to the specific or general instructions of DMG or to the provisions of the documentation; (b) modify or attempt to modify any Services (including integration with any APIs, plugins or third party software other than as expressly authorized). Publisher/Marketer shall defend, indemnify and hold harmless DMG and its officers, directors, employees, affiliates and agents, from and against any claims, damages, liabilities, costs or other expenses (including attorneys’ fees) arising out of (a) any breach or non-performance by Publisher/Marketer of any representation, warranty, covenant or obligation under this Agreement; (b) violation of any applicable law by Publisher/Marketer; (c) violation of a third party’s intellectual property rights or other rights of any third party (including any right of publicity or privacy), or libel, slander, or defamation against any third party, by Publisher/Marketer or any Advertisement sold by Publisher/Marketer, or by any Publisher/Marketer Data (or any authorized use thereof); and (d) arising from or relating to Publisher/Marketer’s use of the Services or Platform other than as permitted under this Agreement.
- The indemnified party will: (a) give prompt notice of an indemnification obligation to the indemnifying party (provided that failure to do so will only relieve the indemnifying party of its obligation to the extent it can demonstrate material prejudice from the failure); (b) permit the indemnifying party to assume and control the defense upon written notice of the indemnifying party’s intention to indemnify; and (c) at the indemnifying party’s request and sole expense, provide all available information and assistance reasonably needed for the indemnifying party to defend such claim. The indemnifying party will not enter into any settlement or compromise that would result in any liability to the indemnified party, without the indemnified party’s prior written consent.
- DMG reserves the right to update these terms from time to time. Please check this website for updates.
- Each Party shall submit to the other Party, for its prior written approval, any press release or similar public statement (“Press Release”) regarding the transactions contemplated hereunder, provided that, subsequent to the initial Press Release, if any, factual references by either Party to the existence of a business relationship between the Parties shall not require approval of the other Party. The Parties shall cooperate to engage in mutually agreed co-marketing and promotion.
Last Updated: January 1, 2014