Slashdot Media Standard Terms and Conditions:
Last updated: May 17, 2022
These Slashdot Media Standard Terms and Conditions are based on Version 3.0 of the Interactive Advertising Bureau / American Association of Advertising Agencies Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (the “AAAA/IAB Standard Terms”) found in its original form at http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf, restated and provided herein as amended (the “Terms”), are entered into on the Effective Date between Media Company and Agency executing the IO (each, an “Agency” or “You” or “Your” as further defined below), acting as agent for and on behalf of Advertiser by executing the IO. The “Agreement” governing your use and purchase of services from us is formed by the Terms, and the IO. Capitalized terms that are not otherwise defined herein shall have the meanings assigned to them in the IO.
Notices to Agency under this Agreement shall be sent via e-mail to the Agency Contact Person named on the applicable IO. Notices to Media Company under this Agreement shall be sent via mail to the Media Company address on the applicable IO or via email to [email protected] Any and all other changes, handwritten, typed or otherwise, to this Agreement by either party shall be considered null and void. Each party acknowledges that it has received, read and agrees to be bound by the provisions hereafter set forth and further agrees that it has the authority to enter into this Agreement including, in the case of Agency, authority from the Advertiser.
STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS, VERSION 3.0 (AS AMENDED)
“Ad” means any CPM Deliverables, CPC Deliverables or Email Deliverables served by Media Company on behalf of Advertiser.
“Advertiser” or “Client” means the advertiser for which Agency is the agent under an applicable IO.
“Ad Campaign” means any Ad campaign provided by Media Company on behalf of Agency.
“Advertising Materials” means artwork, banners, images, copy, or active URLs or tags for Ads.
“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
“Agency” means the advertising agency listed on the applicable IO.
“Ad Click” is defined as each time a Site User clicks on an Ad.
“Account Balance” means Client’s account balance at any given time.
“Auto Recharge Amount” means the amount Client authorizes Media Company to charge Client’s credit card whenever Client’s Account Balance falls below the Low Balance Threshold.
“CPA” means cost per acquisition.
“CPA Deliverables” means Ad or Lead Deliverables sold on a cost per acquisition basis.
“CPC” means cost per Ad Click.
“CPC Maximum Monthly Charge” or “CPC MMC” means the total maximum Client charges for CPC Deliverables during any calendar month.
“CPC Maximum Charge” or “CPC MC” means the total maximum Client charges for CPC Deliverables during any specified period.
“CPC Rate” means the cost per Ad Click rate paid by Client for CPC Deliverables as provided on the IO.
“CPC Deliverables” means Ad Deliverables sold on a cost per click basis.
“CPL” means cost per Lead.
“CPL Prepayment” means the amount Client shall place on account with Media Company as a prepayment or deposit in advance of Media Company providing CPL Deliverables and used to pay charges which amount shall equal the CPL MMC.
“CPL Deliverables” means Deliverables sold on a cost per lead basis.
“CPL Maximum Monthly Charge” or “CPL MMC” means the total maximum Client charges for CPL Deliverables during any calendar month.
“CPL Maximum Charge” or “CPL MC” means the total maximum Client charges for CPL Deliverables during any specified period.
“CPL Rate” means the CPL rate paid by Client for CPL Deliverables as provided on the IO.
“CPM” means cost per thousand Ad impressions.
“CPM Deliverables” means Ad Deliverables sold on a cost per thousand impression basis.
“Custom Content” or “Custom Content Deliverables” means any content created by Media Company and sold to Agency on behalf of Client and/or used in the delivery of any Lead Campaign or Ad Campaign.
“Deliverable” or “Deliverables” or “Delivery” means the inventory delivered by Media Company including the CPA Deliverables, CPC Deliverables, CPL Deliverables, CPM Deliverables, Custom Content Deliverables, Email Deliverable, Fixed Priced Deliverables, or other desired actions.
“Effective Date” is defined as the latest signature date on the IO.
“Email Deliverables” means Ad Deliverables sold on a cost per email sent basis.
“Fixed Priced Deliverable” means any Ad Deliverable not referenced herein that is sold on a fixed priced basis.
“IO” or “Insertion Order” means a mutually agreed insertion order that incorporates these Terms and which outlines the Media Company Services.
“Internet” means that certain global network of computers commonly referred to as the Internet, including (without limitation) the World Wide Web.
“Leads” means CPL Deliverables that include an individual or organization further identified by contact information and in some cases, demographic, firmographic and/or technographic information. VoIP Leads and Software Leads may also be referred to herein as Leads.
“Lead Campaign” means the process by which Media Company obtains, processes, provisions and provides Client with Leads and CPL Deliverables.
“Lead Data” means all information including but not limited to data, profiles, statistics, insights, behavioral data, intent data, contact information, demographic data, firmographic data, technographic data, data relating to corporate entities generally, and Personal Data relating to Leads and Lead contact company.
“Low Balance Threshold” means the Account Balance amount specified in the IO where Client authorizes Media Company to charge the Auto Recharge Amount.
“Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media Company including, but not limited to, Sourceforge.net, Slashdot.org, and LinuxJournal.com.
“Media Company Services” , “Media Company Solutions”, or “Offerings” means any product, service or Deliverable provided by Media Company for the benefit of Agency and Advertiser.
“Maximum Charge” or “MC” means the total maximum Client charges for Deliverables during any specified period.
“Maximum Monthly Charge” or “MMC” means the total maximum Client charges for Deliverables during any calendar month.
“Minimum Monthly Purchase” or “MMP” means the minimum value Client agrees to purchase from Media Company for Deliverables any calendar month.
“Minimum Purchase” or “MP” means the minimum value Client agree to purchase from Media Company for Deliverables during any specified period.
“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
“Prohibited Code” means computer programs or tools that (a) alter a computer user’s browser or other settings or use an ActiveX control or similar device to download advertising supporting software without providing fair notice to and obtaining affirmative consent; (b) prevent a computer user’s reasonable efforts to block the installation of or disable or remove unwanted software; (c) remove or disable any security, anti-spyware or anti-virus technology on a user’s computer; (d) send email through a user’s computer without prior authorization; (e) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (f) other similar activities that are prohibited by applicable law or industry best practices.
“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
“Site” or “Sites” means Media Company Properties and Network Properties.
“Site User” means a user of our Sites who accesses, views, and/or interacts with or consumes content, writes reviews, contributes content or performs various other site interactions.
“Third-Party” or “Third Parties” means an entity or person that is not (i) a party to an IO, (ii) an Advertiser designated in an IO, or (iii) an Affiliate or Representative of a party to an IO.
“Terms”means these Standard Terms and Conditions.
“Third Party Ad Server” means a Third Party that will serve and/or track Ads.
“Value Add”, “Value Adds”, “VA”, or “VAs” means value added placements, services or Deliverables which are (i) specifically identified on an IO, (ii) provided by Media Company to Client at no cost to Client, (iii) have no monetary value for the purposes of this Agreement or any IO, and (iv) are contingent upon Client being in and remaining in compliance with the terms of this Agreement (including payment terms), any IO, or any other agreement with Media Company.
“VoIP Lead” or “VoIP Leads” is a Lead or are Leads identified on an IO as VoIP Leads.
“You” and “Your” are defined within the Addendum A to these Terms.
I. INSERTION ORDERS AND INVENTORY AVAILABILITY
- Details. From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s), amount(s) and specifications (including specific filters, segments etc.) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of any Media Company Services, and (v) the identity of and contact information for Media Company, Agency and any Third-Party Ad Server if applicable. Other items that may be included are, but are not limited to, reporting requirements, any special Delivery scheduling, and any other specific or special terms or specifications.
- Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms shall be upon written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or electronic) approval of the IO and these Terms by Media Company and Agency. Any revisions to these Terms or the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
- Revisions. Revisions to accepted IOs will be made in writing and acknowledged by both Parties in writing.
II. AD PLACEMENT AND POSITIONING
- Compliance with IO. Media Company will provide, within the scope of the IO, an Ad on the Site specified on the IO when such Site is visited by an Internet user.
- Changes to Site. Media Company reserves the right to make changes to the Sites in its sole discretion. Media Company will use commercially reasonable efforts to provide Agency prior notification of any material changes to the Site that Media Company deems may materially change or affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within five (5) business days of such notification or finding.
- Technical Specifications. Media Company will provide Agency with final Advertising Materials technical specifications. Material changes by Media Company to the specifications of already-purchased Ads after the start of an IO will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) provide Media Company with revised Advertising Materials; or (ii) if Agency is unable to provide revised Advertising Materials in good faith within five (5) business days, Agency may immediately cancel the remainder of the affected placement without penalty.
- Invoices. The initial invoice will be sent by Media Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. All prices set forth in an IO are stated exclusive of VAT, GST and any other form of value-added or sales tax, and any such taxes, if applicable, shall be added to the invoice and be paid by Agency. Invoices will be sent to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds.
Upon request from the Agency Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting as provided in the Passport Platform and further outlined in Addendum A herein. Media Company should invoice Agency for the services provided on a calendar-month basis based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO.
- Payment Date. Agency will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO. Media Company may notify Agency that it has not received payment in such 30-day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice. Media Company shall have the right to charge interest on overdue payments at a rate equal to eighteen percent (18%) per year or the maximum interest rate permitted by applicable law, whichever is lower.
- Payment Liability. Unless otherwise set forth by Agency on the IO, Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section VIII(c). Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.Without in any way limiting or qualifying the representations of Agency set forth in Section XII(a), upon request of Media Company, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, and without in any way limiting or qualifying the representations of Agency set forth in Section XII(a), upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO.If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.
- Credit Card Payment. If payment is via credit card as specified in the IO, Agency agrees and authorizes Media Company to charge Agency’s credit card for an initial deposit (“Initial Deposit”) equal to that specified on the IO which will be applied to Agency’s purchases of Leads at the end of the calendar month in which service is provided or the end of the Lead Campaign, whichever is sooner. Agency agrees and authorizes Media Company to recharge Agency’s credit card an amount as specified on the IO (“Auto Recharge Amount”) whenever Agency’s Initial Deposit or subsequent deposit balance falls below the low balance threshold as specified on the IO (“Low Balance Threshold”) which charge will be applied to Agency’s purchases of Leads at the end of the calendar month in which service is provided or the end of the Lead Campaign, whichever is sooner. Agency agrees that all charges are non-refundable. Notwithstanding the above (except for the Initial Deposit), in any calendar month Media Company will not charge Agency’s credit card more than the maximum monthly purchases (“Maximum Monthly Purchases”) amount as specified in the IO.
IV. AD MATERIALS
- Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Agency represents and warrants that the Advertising Material will not contain any Prohibited Code.
- Late Creative and Late Commencement. If Advertising Materials are not received by the IO start date, or Custom Content Deliverables are not completed by the IO start date, or, Media Company, for any reason, is late in commencing an Ad Campaign, Media Company and Agency understand that Delivery as specified in the IO is likely to be impacted and agree to negotiate a resolution or modification to the IO terms. If no resolution or modification can be agreed upon, the parties agree to a reduction in the total IO value equal to the revised and available Deliverable as specified by Media Company.
- Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials.
- No Modification. Media Company will not edit or modify the images or banners associated with submitted Ads in any way, including, but not limited to, resizing the images or banners associated with submitted Ads, without Agency’s approval.
- Ad Tags. When applicable and approved by Media Company, Third Party Ad Server tags may be implemented. Agency agrees to provide Third Party Ad Server tags in compliance with generally accepted industry standards, Media Company Policies and all applicable laws. For the avoidance of doubt, Personal Data shall include any data that otherwise meets the definition of Personal Data transferred from Media Company to Client, if any, via any Third Party Ad Server tags, Advertising Materials, software code associated with Advertising Materials, or any other mechanism allowed by this section IV. Ad Materials. For the avoidance of doubt, any such Personal Data provided to Client from Media Company shall be treated in accordance with XI. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS, INTELLECTUAL PROPERTY, subsection (f).
V. AD SERVING, TRACKING, REPORTING, DELIVERY, BONUS IMPRESSIONS, MAKEGOODS
- Ad Serving and Tracking. Media Company will track delivery through its ad server and provided that Media Company has approved in writing a Third-Party Ad Server to run on its Sites, Agency may track delivery through such Third-Party Ad Server.
- Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
- The Controlling Measurement will be based on Media Company’s ad server unless otherwise agreed by Agency and Media Company in the IO.
- Media Company Reporting. If the Controlling Measurement will be based on Media Company’s ad server, then will make reporting available at least as often as monthly on its invoices.
- If Media Company and Agency agree in the IO to use a Third Party Ad Server for the Controlling Measurement, the Third Party Ad Server must (i) be certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”) and (ii) provide Media Company with an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Media Company in an electronic form and substance that is approved by Media Company; provided, however, that Media Company must receive access to such interface within one (1) business day of Ad Campaign launch. If not, or if Third Party Ad Server malfunctions in any way during the IO term, the Controlling Measurement will be based on Media Company’s ad server for the duration of the IO unless otherwise agreed in writing by Media Company.
Notification may be given by such Third-Party Ad server that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Agencies in which case new access for each IO is not necessary.
- Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Media Company and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either:
- Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b), whereupon the parties will act in accordance with that Section, including the requirement that Agency and Media Company make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or
- Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.
- Delivery, Notification of Under-delivery and Makegood Procedure. Media Company will monitor delivery of the Ads and will notify Agency either electronically or in writing as soon as reasonably possible if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency and Media Company may arrange for a makegood consistent with these Terms to complete the Delivery of the IO. If no makegood can be agreed upon by both parties, the parties agree to a reduction in the total IO value equal to the value of the under-delivered portion of the IO. If Agency has made a cash prepayment to Media Company, specifically for the campaign IO for which under-delivery applies, then, if Agency is current on all amounts owed to Media Company under this or any other agreement with Agency, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the Ad Campaign. If an IO contains Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery or even delivery are not available. For the avoidance of doubt, Personal Data shall include any data that otherwise meets the definition of Personal Data transferred from Media Company to Client, if any, via any mechanism allowed by this Section V. Ad Serving, Tracking, Reporting and Delivery. For the avoidance of doubt, any such Personal Data provided to Client from Media Company shall be treated in accordance with XI. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS, INTELLECTUAL PROPERTY, subsection (f).
VI. LEADS, LEAD CAMPAIGNS AND CPL DELIVERABLES
- Leads and Lead Campaign. Media Company provides leads (“Leads” or “Lead Services”) on a non-exclusive basis. Lead Campaign specifications, including, but not limited to, start and end dates, delivery parameters, filters, pricing, quantities, are further defined on the IO. Agency and Advertiser understand and acknowledge that Leads typically include Personal Data.
- Delivery. CPL Deliverables are as specified on the IO. Unless otherwise provided on the IO, Media Company is not obligated to provide Advertiser any CPL Deliverables and will make commercially reasonable efforts to notify Agency if the specified CPL Deliverable quantities cannot be delivered by the Lead Campaign end date for any reason. Furthermore, the predictability, forecasting, and conversions for any such CPL Deliverables may vary and even delivery is not available. Media Company will deliver Leads to Client via API or the Passport Platform at the frequency and specification as provided in the IO or any campaign delivery plan.
- Profiling Systems. Media Company may use internal systems, intelligence, profiling, analytics, algorithms, automation and/or human experience to profile contacts when delivering CPL Deliverables (“Profiling Systems”). Media Company reserves the right to use Profiling Systems to qualify contacts and Leads in lieu of asking certain profiling and qualifying questions on email forms and/or in phone scripts or otherwise, that may be included in the IO, in the delivery of CPL Deliverables.
- Restrictions on Transfer of Leads. Advertiser and Agency agree not to at any time (except in connection with the sale of substantially all the assets of Advertiser), sell, assign, or transfer the Leads to any other person, firm, entity, or organization other than an Affiliate. Subject to the foregoing, any sale, assignment or transfer of any Leads shall be made subject to contractually binding restrictions to ensure that the use of such Leads is consistent with applicable Privacy and Direct Marketing Laws.
- Use of Leads; Sales Tactics. Advertiser and Agency shall comply with all Privacy and Direct Marketing Laws that are applicable to the use or other processing of Personal Data included as part of the Leads. Without limiting the foregoing, Advertiser and Agency agrees not to (i) knowingly make any false statements or misrepresentations or (ii) use overly aggressive or offensive tactics with contacts when following up on the Leads provided to Advertiser and Agency by Media Company.
- VoIP Leads. Unless as otherwise provided on an IO:
- VoIP Leads are sold on a non-exclusive basis provided that Media Company will not sell the same VoIP Lead to more than four other purchasers within 30-days of selling them to Client.
- VoIP Lead IOs automatically renew on a monthly basis unless either party provides the other with written notice to not renew 10 days prior to the end of the Initial Term or any Subsequent Term.
- In advance of Term, Client shall place on account an amount equal to the initial CPL Prepayment. Client authorizes Media Company to charge Client credit card the Auto Recharge Amount to replenish the CPL Account Balance to the CPL MMC or CPL MC, as applicable, at or after the end of each calendar month or period, as applicable. in the event Client’s CPL Account Balance goes below the Low Balance Threshold. If no Low Balance Threshold is established on the IO, the Low Balance Threshold shall default to an amount equal to 20% of the CPL MMC or CPL MC, as applicable. For example, if the CPL MMC or CPL MC and initial CPL Prepayment is equal to $50,000.00, and Client incurs $27,000.00 in VoIP Lead charges in Month 1 leaving a CPL Account Balance equal to $23,000.00 at the end of Month 1, Media Company will not replenish Client’s CPL Account Balance at the end of Month 1. If in Month 2, Client incurs $22,000.00 in additional VoIP Lead charges leaving a CPL Account Balance equal to $1,000.00 at the end of Month 2, Media Company will replenish Client’s CPL Account Balance in an amount equal to $49,000.00 thereby replenishing Client’s CPL Account Balance to an amount equal to the CPL MMC or CPL MC, as applicable, of $50,000.00.
- From time to time, a VoIP Lead IO may specify the (i) Minimum Purchases or the Minimum Monthly Purchases, and/or the (ii) Maximum Purchases or the Maximum Monthly Purchases. In any month or period that Media Company does not provide Client with VoIP Leads with a value exceeding the Minimum Purchases or Minimum Monthly Purchases amount, as applicable, and Client is not in default of this Agreement including, but not limited to, making all required payments, Media Company will waive the Minimum Purchase or Minimum Monthly Purchase requirement, as applicable, and will bill Client for the VoIP Leads that Media Company actually delivered to Client during that period or month, as applicable.
- In the event Media Company charges for Client VoIP Leads reach the CPL MMC or CPL MC, as applicable, prior to the end of any calendar month or period, as applicable, Media Company reserves the right to preempt, disable, or remove the VoIP Leads placements from the Site for the remainder of the calendar month or period, as applicable, without notice manually or through its automated programs.
- Client may request that Media Company increase the CPL MMC or CPL MC or to add additional, chargeable VoIP Lead placements from time to time on any of the Sites and such requests can be made and accepted in the form of an IO amendment signed by both parties, or an email valid only in the event Media Company confirms receipt and acceptance in the form of a follow up acknowledgment email.
- Lead Accuracy. We take reasonable precautions to provide accurate Leads and that Leads that will conform to the specifications as provided in the IO and any campaign delivery plan provided by Media Company to Client. Nevertheless, we cannot and do not guarantee the accuracy of Leads and therefore, all Leads are sold “AS-IS” and will be considered valid, unless the (i) telephone number for the Lead provided is not working or does not match the company or contact information (where such information is required to be obtained), (ii) the company name (or some variant) associated with the Lead does not exist (where such information is required to be obtained), (iii) the contact name associated with the Lead is invalid (where such information is required to be obtained), (iv) in the case of a VoIP Lead, the VoIP Lead is from an NPA-NXX not included on Client service list (where such information has been provided by Client and is required to be obtained), or (v) the Lead does not otherwise match the specifications as provided in the IO or any campaign delivery plan provided by Media Company to Client (“Invalid Lead”). Media Company reserves the right to audit each disputed lead to verify the validity of the dispute. If Client receives an Invalid Lead and would like a replacement or refund, Client must request a replacement or refund in writing within 7-days of receiving the Invalid Lead. Once Media Company confirms that Client received an Invalid Lead from Media Company, Client will receive a refund equal to the purchase price of the Invalid Lead which will be credited to the same credit card used for the purchase of the Invalid Lead or replaced by Media Company at Media Company’s sole discretion.
VII. CUSTOM CONTENT AND CUSTOM CONTENT DELIVERABLES
- Custom Content. Media Company provides various forms of Custom Content Deliverables including but not limited to whitepapers, IT journals, research papers, surveys, technical reports, reviews, webcasts, podcasts, video, and video to text and text to video translation and transcription services as further defined in the IO. Custom Content specifications, including, but not limited to, start and end dates, pricing, quantities, are further defined on the IO.
- Custom Content Rights and Use. Media Company shall utilize the Custom Content in association with the fulfillment of an Ad Campaign or Lead Campaign and its performance under the IO. In the event Advertiser and Agency is current with its payment obligations hereunder, Media Company agrees that upon request from Advertiser or Agency within 30 days of the Ad Campaign or Lead Campaign end date, to provide Advertiser with a perpetual license to the Custom Content after the term of this IO and Agreement subject to the limitations herein. Media Company will provide Advertiser with the digital file of any text document, the MP4 video file of any webinar or video file, or the audio file of any audio-based content or podcast (“Custom Content Files”). Advertiser and Agency understand that Media Company does not have the right to license or transfer any rights to Agency to any Custom Content, including but not limited to, any webcast or podcast, served on any Third-Party platform whether placed there by Media Company or not. Notwithstanding any of the limitations as provided herein, Advertiser and Agency agrees it shall indemnify, defend and hold Media Company harmless from any and all claims arising from its use of (i) the Custom Content Files or (ii) the Custom Content served on any Third-Party platform, after the end date of the Ad Campaign or Lead Campaign.
- Custom Content Serving. Media Company retains the right, but not the obligation, to privately or publicly serve or cause to be served any Custom Content after the end date of the Ad Campaign or Lead Campaign unless otherwise notified by Advertiser or Agency in writing.
- Restriction on Use. Advertiser and Agency agrees not to at any time (except in connection with the sale of substantially all the assets of Advertiser), sell, assign, or transfer the Custom Content to any other person, firm, entity, or organization other than an Affiliate. For the avoidance of doubt, Personal Data shall include any data that otherwise meets the definition of Personal Data transferred from Media Company to Client, if any, via any mechanism allowed by this section VII. Custom Content and Custom Content Deliverables. For the avoidance of doubt, any such Personal Data provided to Client from Media Company shall be treated in accordance with XI. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS, INTELLECTUAL PROPERTY, subsection (f).
VIII. CANCELLATION AND TERMINATION
- Without Cause. Unless designated herein or on the IO as non-cancelable, either party may cancel the entire IO, or any portion thereof, as follows:
- With 14 days’ prior written notice to the other party, without penalty, for any Deliverable other than as provided herein. For clarity and by way of example, if Advertiser cancels a Lead Campaign or any other Ad Campaign eight (8) days prior to the delivery of the first Deliverable (first lead or first impression in this example), Advertiser will only be responsible for the first six (6) days of those Deliverables.
- With 30 days’ prior written notice to the other party, without penalty, for any Fixed Priced Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.
- Custom Content and Newsletter IOs are non-cancellable.
- Advertiser will remain liable to Media Company for any Third-Party costs incurred by Media Company related to any Deliverables prior to the effective date of termination. Advertiser will pay for such costs within 30 days from receiving an invoice from Media Company.
- Media Company may deliver to Advertiser all CPL and CPA Deliverables in its pipeline prior to any termination date.
- For Cause. Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within ten (10) days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches or Policy violations (including but not limited to those provided in Section IV(c). Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times, except as otherwise stated in these Terms with regard to specific breaches, violations or Policy violations, and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice.
- Rates. Short rates will apply to canceled buys to the degree stated on the IO.
IX. FORCE MAJEURE
- Generally. Excluding payment obligations, neither Agency, Client nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control which by definition shall include and limited to governmental expropriation or condemnation, electrical power grid outages, external telecommunications network failures, strikes and labor disputes, war, acts of terrorism, and acts of God including fire, flood, earthquakes, hurricanes, or tornados (“Force Majeure Event”).
- Related to Payment. If Agency’s or Client’s ability to transfer funds to Third Parties has been materially negatively impacted by a Force Majeure Event, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency will make every reasonable effort to make payments on a timely basis to Media Company. Subject to the foregoing, any delay will not in any way relieve Agency or Client from any of its obligations as to the amount of money that would have been due and paid without such condition, nor shall any such obligation be terminated or waived in the event that Media Company terminates an IO due to failure to make such transfer of funds.
- Notice. Upon occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party that a Force Majeure Event has occurred and its anticipated effect on performance, including its expected duration. The non-performing party shall furnish the other party with periodic reports regarding the progress of the Force Majeure Event. The non-performing party shall use reasonable diligence to minimize damages and to resume performance.
- Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company has the right to cancel the remainder of the IO without penalty by providing Agency with a ten (10) day written notice.
X. DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION
- DISCLAIMERS. EACH PARTY AGREES THAT THEIR USE OF THE OTHER PARTY’S SERVICES AND THEIR CONNECTION WITH OR USE OF THE OTHER PARTY’S WEB SITE(S) ARE AT THEIR OWN RISK. EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR PROHIBITED BY APPLICABLE LAW, MEDIA COMPANY SERVICES AND ANY MATERIALS, SITE INFORMATION OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF MEDIA COMPANY BY ANY THIRD PARTY PURSUANT TO THIS AGREEMENT, OR OTHERWISE, ARE PROVIDED “AS IS” AND WITH ALL DEFECTS. EXCEPT AS SET FORTH IN SECTION XII(a), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDIA COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY MADE, OR THAT MAY HAVE BEEN MADE, IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTED SERVICE, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY FACTORS AFFECTING ITS PERFORMANCE UNDER THIS AGREEMENT WHICH ARE BEYOND ITS CONTROL, INCLUDING WITHOUT LIMITATION ANY FAILURE, DISRUPTION, DOWNTIME, INTERRUPTION, DELAY, INACCURACY OR OTHER NON-PERFORMANCE IN CONNECTION WITH THE MEDIA COMPANY SERVICES IN ANY FASHION.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION FOR THE LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS, THAT IN ANY WAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF RELIEF, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED TO THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF ANY CLAIM OR FINDING THAT A REMEDY SUFFERS A FAILURE OF ITS ESSENTIAL PURPOSE; AND IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $1,000,000 (USD) OR THE AMOUNT PAID OR PAYABLE TO MEDIA COMPANY BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ANY CLAIM ARISES, WHICHEVER IS LESS. ANY AMOUNTS DUE AND OWING PURSUANT TO SECTION III, PAYMENT, SHALL NOT BE LIMITED BY THE LIMITATIONS ON LIABILITY AND DAMAGES SET FORTH IN THIS SECTION X. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
- Indemnification. Subject to the limitations provided in Section X(b) herein, each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and each of its Affiliates and Representatives (collectively, the “Indemnified Party”) free and harmless from any and all claims, suits, obligations, investigations by any government authority, or other legal actions and proceedings brought by a Third Party to the extent arising out of any breach or alleged breach by the Indemnifying Party of this Agreement (collectively, “Claims”), and any obligations, liabilities, losses, fines, damages, costs and expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising from or relating to such Claims. Notwithstanding the foregoing, Media Company will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising Materials based upon any specifications, materials, authorization, guidance, suggestions, directives or information provided by the Advertiser or Agency and/or its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s serving such Ad in breach of such targeting or (3) any user-generated content or (4) any editorial or general site content not directly related to Ads or Advertising Materials.The Indemnified Party will promptly notify the Indemnifying Party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the Indemnifying Party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The Indemnified Party(s) agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an Indemnified Party without its prior written consent.
XI. CONFIDENTIAL INFORMATION, NON-DISCLOSURE, DATA USAGE, PRIVACY AND LAWS
- Definitions and Obligations. Confidential Information” or “Propriety Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing Party (“Discloser”) when given to the receiving Party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or Third Party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section.
- Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated Third Party free of any obligation of confidentiality; (vi) relates in any way to any Ad Campaign or Lead Campaign responder details or any Ad Campaign or Lead Campaign except for the IO Details. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
- Additional Definitions. As used herein the following terms shall have the following definitions:
- “User Volunteered Data” is personally identifiable information collected from individual users by Media Company directly related to and during delivery of an Ad pursuant to the IO and related exclusively to a CPM Deliverable (and not to any other type of Ad or Ad Campaign types including Lead Campaigns), but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
- “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
- “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
- “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; or (C) entered by users on any Media Company Site, or otherwise collected or compiled by Media Company, other than User Volunteered Data.
- “Collected Data” consists of IO Details, Performance Data, and Site Data.
- “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
- “EU Privacy & Direct Marketing Laws” means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR”); (ii) Directive 2002/58/EC (the “e-Privacy Directive”) and any successor legislation thereto (including, for clarity, as and when legally effective, the final form of the Regulation of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications (the “e-Privacy Regulation”); (iii) all national and local laws, rules and regulations implemented under the Data Protection Directive, GDPR, e-Privacy Directive, or e-Privacy Regulation; (iv) all other laws, rules and regulations of the European Union, any member state of the European Economic Area, and of the United Kingdom that related to any activity performed in connection with this Agreement, including without limitation, all applicable telemarketing and other direct marketing laws, rules and regulations; and (v) Media Company’s obligations under the EU-US and the Swiss-US Privacy Shield arrangements, as applicable or incorporated to this Agreement.
- “US Privacy & Direct Marketing Laws” means (i) the US CAN-Spam Act of 2003, (ii) Telephone Consumer Protection Act of 1991, and (iii) the California Consumer Privacy Protection Act (CCPA) including all regulations promulgated by the California Attorney General’s office, (iv) and all other US federal and state laws, regulations and rules relating to privacy and direct marketing, including telemarketing, applicable to any Leads and any other Deliverables and Services provided under this Agreement.
- “Personal Data” means any information that relates to an identified or identifiable individual including as further defined under any Privacy and Direct Marketing Laws.
- “Privacy & Direct Marketing Laws” mean any laws, regulations and rules relating to privacy, data protection and direct marketing (including telemarketing) applicable to use or other processing of Personal Data in connection with this Agreement, including without limitation any and all applicable US Privacy & Direct Marketing Laws and EU Privacy & Direct Marketing Laws and the laws of any other applicable jurisdiction.
- “Direct Marketing Laws” mean any laws, regulations and rules relating to direct marketing (including telemarketing) applicable to use or other processing of Personal Data in connection with this Agreement, including without limitation US CAN-Spam Act of 2003, Telephone Consumer Protection Act of 1991, and the Canadian Anti-Spam Legislation, as such statutes may be amended from time to time and the laws of any other applicable jurisdiction.
- “DNC” means all relevant do-not-call registries of telephone numbers (including mobile telephone and landline numbers) of any country or subdivision thereof.
- Use of Collected Data.
- Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party.
- Unless otherwise authorized by Advertiser or Agency, Media Company will not use or disclose any User Volunteered Data in any manner other than in performing under the IO.
- Nothing in this Agreement will restrict Media Company from collecting, using and analyzing general information and data from its Site viewers or Clients (including You) in an anonymized or, aggregated manner for purposes of improving and enhancing the quality and nature of Media Company Services, or to market, sell, publish or otherwise use general information and statistics, provided that Media Company does not specifically identify You in the course of collecting, using, analyzing, marketing, selling, or publishing that information or data.
- Secured Transmission. You acknowledge that if You wish to protect Your data when You are transmitting it to Media Company, it is Your responsibility to use a secure encrypted medium or connection to do so.
- Privacy and Direct Marketing Laws. Each party shall be solely responsible for identifying and complying with its respective obligations under Direct Marketing Laws applicable to its activities under this Agreement. Without limiting the foregoing, Client shall use, store and otherwise treat Personal Data that it obtains as a result of this Agreement (whether via a transfer of such Personal Data between the parties, or directly from an individual who responds to an Ad) strictly in accordance with applicable Direct Marketing Laws, including scrubbing such Personal Data against DNCs and any internal opt-out lists maintained by Client.
- Data Protection Addendum. Media Company’s obligations to safeguard all Personal Data provided to Media Company are as set forth in the Media Company’s Data Protection Addendum made available at https://slashdotmedia.com/terms-dpa, as updated by Media Company from time to time.
- Intellectual Property. You acknowledge that, as between the Parties, Media Company owns and retains all right, title and interest in the Intellectual Property Rights in the Media Company Services and as otherwise identified. You own and retain all right, title, and interest in the Intellectual Property Rights in Your data. “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (v) all registrations, applications, renewals, extensions, continuations, divisions, or reissues now or in the future.
- Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies. Advertiser represents and warrants that the use of any content contained in the Ads or Advertising Materials will not conflict with or infringe upon the rights of any other party. Agency represents they have the legal authority to act on behalf of and bind Advertiser under and to the terms of this Agreement.
- Assignment. Advertiser may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
- Entire Agreement. The IO and this Agreement, constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, Policies, guidelines, disclaimers, statements, understandings and agreements, either oral or written, between the parties with respect to said subject matter except that the parties agree there may be multiple active or current IOs between the parties each with its respective corresponding terms and conditions and that the terms and conditions for each IO shall stand on its own and be exclusive to the corresponding IO. The IO and this Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
- Compliance with Law. Advertiser and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
- Governing Law; Venue; Miscellaneous. If there is a conflict between the terms of any of this Agreement, the IO, or any Policies, the documents will govern in the following order: the IO, this Agreement, and any Policies. The provisions of this Agreement shall be interpreted and enforced in accordance with the laws of the State of California, excluding its conflicts-of-law rules. You agree that the courts of the state of California shall have jurisdiction to hear any dispute related hereto, and irrevocably consent to venue for any suit or proceeding pertaining hereto being in a court of competent jurisdiction, within the County of San Diego, California. In any action or suit to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. The invalidity or unenforceability of any provision hereof, shall not affect any other provision, and in such event, this Agreement shall be construed as if such invalid or unenforceable provision were omitted. The captions of the paragraphs of this Agreement are for ease of reference only and shall not be used to interpret or alter any provision hereof. A signature sent by facsimile or other electronic means shall be as valid as an original signature.
- Notices. All notices required or permitted to be given under this Agreement must be in writing and delivered to the other party by any of the following methods: (a) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, (iv) facsimile, or (v) electronic mail. All notices to Media Company must use the address set forth herein or the email address: [email protected] All notices to Agency and Advertiser will be sent to the contact and address specified on the IO. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by certified U.S. mail, three business days after mailing or the date of receipt, whichever is earlier, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, (iv) if by facsimile, on the date of receipt subject to obtaining a sent receipt from the sending facsimile machine, or (v) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.
- Survival. Sections III, V(d), VI(c)(d), VII(b)(c)(d), X, XI, and XII will survive termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request.
- Headings. Section or paragraph headings used in these Terms are for reference purposes only and should not be used in the interpretation hereof.
- Version 2022.05.17 (Latest)
- Version 2022.03.08
- Version 2021.01.21
Updated: June 4, 2020
By accepting these Platform Terms, the person accepting agrees to these Platform Terms on behalf of Agency and his or hertheir Client company and represents that he or she hasthey have the authority to bind such entity and its Affiliates to these Platform Terms. If the person accepting is a natural person not representing any other entity, he or she agreesthey agree to be bound by the Platform Terms. “You” and “Your” refer to you and/or Client and its Affiliates and/or Agency representing Client. BY ACCESSING AND USING THE PLATFORM SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE PLATFORM TERMS. IF YOU DO NOT AGREE TO THESE PLATFORM TERMS, OR HAVE THE AUTHORITY TO BIND CLIENT AND ITS AFFILIATES TO THESE PLATFORM TERMS, YOU SHOULD NOT ACCESS OR USE THE PLATFORM SERVICES.
These Platform Terms were last updated on the date provided herein and are effective between You and Us as of Effective Date. We reserve the right to update or otherwise modify these Platform Terms from time to time at our discretion. You are responsible for checking these Platform Terms periodically for changes and updates. Your use of our Platform Services after such update constitutes Your acceptance of such changes and the updated Platform Terms.
Capitalized terms have the meaning given to them in the Agreement, unless otherwise defined herein or below.
The following definitions will apply to these Platform Terms:
- “Access” (including, without limitation, “accessing”) means to log into and use the Platform Services for their intended purposes.
- “Authorized User” means an employee, contractor, or agent of Client who is authorized by You to use the Platform Services and who has access to the Platform Services via a Password under Your Account.
- “Information” means, collectively and without limitation, Leads and Lead Data, product and services descriptions, specifications, features, benefits, requirements, pricing, training, support, statistics, data, embeddable files made available for download such as a PDF, screenshots, reports, and any other content We create or license, now or in the future, and related to the Platform Services. The Information is considered Intellectual Property and Proprietary Information of Media Company.
- “Link” means text, images, or graphics that upon selection or activation, link or associate to, execute, access or retrieve an off-screen webpage or Technology.
- “Password” means that certain password, username and other log-in information assigned to You or Your Client by Media Company, in each case for accessing the Platform Services.
- “Technology” means all information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, web sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists related to the Platform Services. The Technology is considered Intellectual Property and Proprietary Information of Media Company.
II. SCOPE OF USE AND LIMITATIONS
- Access and Use. You may Access and use the Platform Services in accordance with the Agreement, including these Terms, during the period You are authorized to do so by Us, only for so long as the Password assigned to You remains valid, and solely for Your internal business purposes. As of the Effective Date of an IO you will receive access to the Platform Services (“Your Account”). You will (i) provide true, current and accurate information relating to Your Account including about yourself, Client and any Authorized Users at all times including when prompted by any registration form or otherwise as associated with the Platform Services and will promptly notify us of any changes by sending an email to [email protected]
- Authorized Users. You are solely responsible for the acts and omissions of Your Authorized Users, including their use of the Platform Services and Your data. You agree that You will only permit Authorized Users to access the Platform Services and that You and Your Authorized Users will maintain the security of their Passwords. You will notify Media Company immediately if You suspect or become aware of any unauthorized use of the Platform Services or if an Authorized User’s Password is lost, stolen or otherwise compromised. Agency acknowledges that Agency and Clients are required to be issued a separate and unique Password to receive access to the Platform Services. If Agency requests such Client access, Agency is designating Client as an Authorized Users. You shall take all reasonable measures to keep their Passwords confidential and secure and require that Your Authorized Users do the same.
- Limitations. You represent and warrant that You may not, and may not authorize or enable any Third Party to (i) use Your Password, or, access, modify, change, or otherwise alter the Platform Services, (ii) use the Platform Services for the benefit of any party other than You or for any purpose other than as expressly authorized herein, (iii) license, sublicense, sell, resell, assign, transfer, copy, display, distribute, create derivative works from or otherwise commercially exploit the Platform Services or make the Platform Services available to any Third Party, (iv) access or use the Platform Services for monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (v) create or publish Internet “links” to the Platform Services or “frame” or “mirror” any aspect of the Platform Service on any other server or wireless or Internet-based device; (vi) scrape, use or interact with the Platform Services using any engine, software, scripts, bots, tools, agents, or other semi-automated or automated methods, device, process, or mechanism (including the use of any browser, spider, robot, avatar or any type of intelligent agent), (vii) take screen shots or otherwise make visual copies of the Platform Services for any purposes other than permitted or provided herein; (viii) use the Platform Services in a manner that places an excessive burden on Media Company’s infrastructure or otherwise interferes with Media Company’s ability to provide the Platform Services to You or others, (ix) use the Platform Services to violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements, including but not limited to, the Privacy & Direct Marketing Laws including the Canadian Anti-Spam Legislation, as such statutes may be amended from time to time (collectively, the “Laws”), (x) make any Information available to Media Company whereas if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, employer or contractor policies or other requirements to which You are directly or indirectly bound; (xi) use the Platform Services to store, access, distribute or transmit any material that (a) is unlawful, harmful, threatening, defamatory, libelous, vulgar, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit or suggestive images; (d) promotes violence or unlawful activity; (e) is defamatory or discriminatory, including without limitation based on race, color, gender, religious belief, sexual orientation, or disability, or (f) that may invade another’s right of privacy or infringe any intellectual property right, including patent, trademark, trade secret, service mark, copyright or other proprietary rights of any Third Party; (xii) avoid, bypass, interfere with, impair, or otherwise circumvent any technical process We employ associated with the Platform Services, or (xiii) reverse engineer, disassemble or decompile or access the Platform Services for any reason including but not limited to (a) building a competitive product or service, (b) building a product, process, or application using similar ideas, features, functions, processes, or graphics of the Platform Services; (xi) impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with any person or entity.
- Cancellation of Password. Media Company may cancel Your Password, for convenience and in the exclusive discretion of Media Company without notice. Upon cancellation of the Password, You will immediately cease and desist any and all access to and attempts to access the Platform Services.
- Changes. We may modify the Platform Services from time to time without notice to You.
III. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION
- Ownership and Title. Media Company, as between You and Media Company, is and will remain the sole owner of the Platform Services, the Information, and the Technology contained or embodied in the Platform Services, and all trade secrets, trademarks, copyrights, patents, and other intellectual property rights related thereto or embodied therein.
- Intellectual Property and Proprietary Information. You agree that the Platform Services is the subject of reasonable efforts under the circumstances and is a Media Company trade secret and considered its Intellectual Property and Proprietary Information.
- Comments. Media Company welcomes any comments from You concerning the Platform Services, including notice You have experienced an error, general failure, or other malfunction, and any suggestions for additional or different functionality or features. Media Company accepts no obligation to respond or act on any such submissions, but you grant Media Company a perpetual, irrevocable, sublicensable, transferrable, fully paid-up, royalty-free, worldwide right and license under Your intellectual property rights (if any and to the extent they exist) to copy, modify, perform, display, distribute, retain and implement Your comments and suggestions in Platform Services and any other Products or services related or unrelated to the Platform Services.
IV. WARRANTY, LINKS
- WARRANTY DISCLAIMER. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, ANY USER, ANY THIRD PARTY, OR ANY PERSON OR ENTITY, EITHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM SERVICES OR ANY PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THESE PLATFORM TERMS. ACCESS TO THE PLATFORM SERVICES IS PROVIDED TO YOU ON AN “AS IS”, “AS AVAILABLE” BASIS ONLY WITHOUT WARRANTY OF ANY KIND. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIM AND YOU HEREBY WAIVE ALL WARRANTIES BY US, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, PERFORMANCE, RELIABILITY, COMPLETENESS, SERVICE AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OF RESULTS, FREEDOM FROM ERROR, SATISFACTION OF USER REQUIREMENTS OR EXPECTATIONS, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS IN CONNECTION WITH THE PLATFORM SERVICES AND PRODUCTS AND SERVICES OFFERED THROUGH OR OTHERWISE IN CONNECTION WITH THE PLATFORM SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT USE OF THE INTERNET AND PLATFORM SERVICES SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE PLATFORM SERVICES. NO ADVICE OR INFORMATION THAT WE PROVIDE YOU, ANY USER, ANY THIRD PARTY, OR ANY OTHER PERSON OR ENTITY SHALL CREATE ANY REPRESENTATION OR WARRANTY ON OUR PART.
- Links. You understand and acknowledge that the Platform Services may contain Links to Third Party web pages/sites. Any such Links are provided to You solely as a convenience and do not constitute any endorsement by Media Company of such web pages/sites or the content therein or any association with their operators and furthermore, we are not responsible for their content, privacy or other practices of such websites or platforms. Further, it is up to You to take precautions to ensure that whatever Links You select or software you download (whether from our Site or other websites or platforms) is free of such items as viruses, worms, Trojan horses, time bombs, defects, and other items of a destructive nature. In some cases, You may be asked by a third-party site, platform, or mobile application (such as LinkedIn, Facebook, or Twitter) to link Your profile on our Site to a profile on that third-party site, platform or mobile application. Choosing to do so is purely optional and at Your discretion, and the decision to allow this information to be linked can be disabled (with the third-party site, platform, or mobile application) at any time.
POLICIES & TERMS