FinancialAudiences™ Platform Legal Terms and Conditions

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. DMG’s systems are the definitive system of record for calculating Fees and counting impressions, clicks or actions.
  9. 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.
  10. 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.
  11. 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.
  12. PRIVACY
    1. Privacy Obligations. The Parties acknowledge that personal information privacy is of paramount importance to both Parties.  The Parties shall each have a posted privacy statement, accessible by direct link from their respective Web site home pages that reflects current privacy practices consistent with established Internet industry standards and is in compliance with current U.S. government regulations.  Publisher/Marketer will also comply with all applicable generally respected self-regulatory requirements, including those of the Digital Advertising Alliance (“DAA”).  Publisher/Marketer shall also provide a section in its privacy policy that clearly and conspicuously discloses Publisher/Marketer’s use of the Platform or Services and the user’s ability to opt-out from ads targeted by the Platform or Services, such as a link to the DAA’s Consumer Opt-Out Page at www.aboutads.info or by linking to another opt-out page on the DMG Web Site.
    2. Cookie Privacy. Publisher/Marketer acknowledges that (i) Cookies are important devices for measuring advertising effectiveness and ensuring a robust online advertising industry and (ii) efforts are required to increase user awareness about the use of Cookies and their role in providing free content and other benefits to users.  Publisher/Marketer agrees to take such steps as may be commercially reasonable and appropriate to promote user awareness about Cookies or similar devices as may be identified by DMG.
    3. Financial Services During the term, both Parties shall comply with all applicable financial services regulations and privacy requirements.
    4. 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.
    5. Changes in Circumstances. In the event of (a) any change in law or enforcement of law, (b) any judicial or regulatory decision or action, or (c) any modification of Publisher/Marketer’s privacy policy where any of the foregoing prohibits or materially impairs DMG’s ability to provide the Platform or Services or potentially subjects DMG or Publisher/Marketer to claims of third parties or enforcement authorities, DMG or Publisher/Marketer may, upon notice to the other, suspend, discontinue or terminate, at such Party’s option, performance of the affected services without any liability or obligation to the other Party, other than (i) the obligation, in the case of a termination by DMG, to refund to Publisher/Marketer any amounts paid in advance by Publisher/Marketer for affected services for any period of time during which such services will not be provided, and (ii) the obligation, in the case of a termination by Publisher/Marketer, to pay DMG any fees that may be due for the period prior to termination
    6. Publisher/Marketer agrees to update its posted privacy policy by adding the following language:
      We may use cookies, web beacons or other technologies in combination with your information to enhance and personalize your experience.  You can choose to accept or decline cookies.  We may share non-personally identifiable information about you, such as aggregated data about groups or segments of users as a whole, or anonymized data.  Your information may be used for the presentation of advertisements. We may use ad networks to customize and display advertising. We may share certain information about you as a user with certain ad networks and service providers to help them deliver more relevant content and advertisements through their networks.  The data we collect may include, without limitation, registration-related information (such as name, addresses, e-mail addresses, telephone numbers, occupation, information imported from social log in permissions granted to us, etc.); information about the content and services that you use, how frequently you use them, and your responses to the offerings and advertisements presented or made available by us; information about the searches you perform on our websites or in our other services and how you use the results of those searches; transaction-related information (such as credit card or other preferred means of payment, billing information, or a history of purchases through our services); customer service information about you as a user of our services; location data; information about any devices, connections and methods used to access and interact with us; other information specifically related to your use of Services, including information that you publicly post using tools made available by us; your browser or operating system, your manner of connecting to the Internet and the name of your Internet service provider or wireless carrier; your Internet protocol (IP) address; information about referring websites or services (websites you used immediately prior to using our websites or other Services; exiting websites or services (immediately after using our website or other Services); and data relating to malfunctions or problems occurring when you use our services.  Your information may be supplemented with additional information from other companies such as publicly available information, information about households, and other information that we may append or match to your information.  You have the ability to turn off cookies, and/or to opt out of certain targeted communications.  To learn more about your options, go to the industry consumer opt-out page at www.aboutads.info.”
  13. 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.
  14. 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.
  15. DMG reserves the right to update these terms from time to time.  Please check this website for updates.
  16. 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