TERMS AND CONDITIONS
1. GENERAL. These Terms and Conditions (“T&Cs”) apply to all products and services provided by DMA Media Limited and its affiliates (“DMA Media Limited”) to the entity (“Client”) listed in the Summary of Service (the “SoS”) (collectively and including the Player and Player Services, each as defined below, the “Services”). If these T&Cs conflict with the terms of any SoS, the SoS shall govern. Acceptance of Client’s order by DMA Media Limited is conditional upon Client’s acceptance of these T&Cs, whether by use of or payment for the Services or otherwise.
2. PAYMENT. Payment shall be in GBP or EUR via cashier’s check, money order, check drawn on local bank or wire transfer; payable net 30 days from invoice date. Interest at the lower of 1.5% per month or the maximum rate allowed by law is charged on past due amounts. Requests for invoice adjustment must be in writing and received within 10 days of invoice date.
3. LICENSES. Client grants DMA Media Limited a worldwide, sub-licensable, royalty-free license to display, host, reproduce, edit, modify, caption, perform, distribute and license the content and other materials provided to DMA Media Limited by or on behalf of Client (including Client Marks, as defined below, the “Content”), including transmission or distribution of the Content via the Internet, satellite or other means of interconnection (whether now known or hereinafter developed), displayed directly on a web page or other means of transmission or via a rich media player through which the Content may be viewed (the “Player”), in each case to all users in all markets, and authorizes users of the Services to exhibit and display the Content in whole or in part by broadcast, radio, cablecast, microwave, Web cast, display as Web site content, in print or through other information distribution systems, including via the Player. The service on which Content is hosted and displayed through the Player is referred to as the “Player Service”. Client also grants DMA Media Limited the right to permit its users and other third parties to access, use, display and redistribute the Content through the Player on such parties’ websites. Client hereby grants DMA Media Limited a non-exclusive, worldwide, sub-licensable royalty-free license to display Client’s corporate logo and other intellectual property provided by Client (i.e. look and feel, buttons, tabs) in the form provided by Client (the “Client Marks”) to customize the Player and for any custom Client pages agreed upon for the Services. Client shall retain all ownership rights in the Content and DMA Media Limited shall retain all ownership rights in the Services. DMA Media Limited grants Client a worldwide, non-exclusive, royalty-free, limited license to access, display, embed and use the Player on Client’s web site(s) for display of the Content and to permit users to access, use, display, embed and redistribute the Player on their website(s) (and on the websites of the users of those website(s)) for display of the Content. Except as permitted by the terms of the Player Service, Client shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Player Service in any way; (b) modify or make derivative works based upon the Player Service; (c) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works of the Player Service; (d) rent, lease or otherwise transfer rights to any aspect of the Player Service; or (e) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Player or Player Service. Client further agrees that it will not use the Player and/or the Player Service (i) to offer, for sale or otherwise, or to sell, any illegal or unlawful items or service which would be illegal or unlawful to sell in the jurisdiction in which it is sold or offered, (ii) to offer, for sale or otherwise, or to sell, any items or service where doing so through the Player Service would violate any law, (iii) to provision any Content into the Player Service that contains or constitutes illegal or unlawful content or promotes hate or incitements to violence, or (iv) to perform (A) any act which, directly or indirectly, causes to be transmitted to, uploaded by or downloaded by, the Player Service or any end user any “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other like form of solicitation, or (B) any act which is intended to interfere with or disrupt the Player Service DMA Media Limited reserves the right to modify the Player in its discretion. DMA Media Limited may issue a press release regarding Client’s use of the Services and may use Client Marks in its marketing materials, including the client section of DMA Media Limited’s web site.
4. CLIENT WARRANTIES. Client represents and warrants that (a) Client has sufficient rights in the Content to grant the rights set forth in these T&Cs and SoS(s), and (b) the Content, including its use and distribution by DMA Media Limited, its sublicensees and users, does not and will not infringe any patent, copyright, trade secret, trademark or other intellectual property right of any third party, or violate any applicable law, rule or regulation. DMA Media Limited may decline to provide Services for Content which it believes, in its sole discretion, to be unlawful, pornographic or otherwise inappropriate.
5. REPRESENTATIONS; LIMITS OF LIABILITY. DMA Media Limited represents that the services will be performed consistent with generally accepted industry standards. Except as expressly provided above, the service is provided “as is” and DMA Media Limited disclaims and makes no warranty, express or implied, statutory or otherwise, with respect to the services (including any player, player service, network, server or hosting failures, or the manner of content use by any user of the services), including any implied warranty of merchantability or fitness for a particular purpose. In no event will DMA Media Limited be liable to client for any damages resulting from failures, delays or errors in delivery or for consequential, indirect, special, or incidental damages even if DMA Media Limited has been advised of the possibility of such damages. DMA Media Limited’s aggregate liability under these T&Cs and all SoS(S) shall be limited to the amount paid by client to DMA Media Limited under the applicable SoS.
6. CLIENT INDEMNIFICATION. Client agrees to indemnify, defend and hold harmless DMA Media Limited, its affiliates, sublicensees and third party providers, and their respective officers, directors and agents from and against all damages, costs, expenses and liabilities arising from claims of any kind, whether based in contract, in tort (including negligence or strict liability), or resulting from (a) any permitted use of the Content by DMA Media Limited, its sublicensees or users, and (b) any alleged breach by Client of these T&Cs or any SoS.
7. TERM; TERMINATION. Unless specified to the contrary therein, each SoS shall have a term of one (1) year from the last signature date of Client and DMA Media Limited. Either party may terminate an SoS for cause at any time, effective immediately upon written notice, if the other party: (i) fails to cure a breach of such party’s material obligations within sixty (60) days of receipt of notice from the other party, provided that any failure to pay shall have a five (5) day cure period; (ii) files or has filed against it a petition in bankruptcy; and/or (iii) makes an assignment for the benefit of its creditors. Any for cause termination shall be without any liability to or obligation of the terminating party, other than with respect to any breach of obligations prior to termination. If Client terminates a SoS without cause prior to the end of its term, Client shall be liable for the full amount due under the SoS.
9. TRANSLATION DISCLAIMER. All translation services provided by or on behalf of DMA Media Limited pursuant to these T&C’s and all SoS’s are provided “as is” without any warranty of any kind. Client hereby releases DMA Media Limited and DMA Media Limited hereby disclaims and will have no responsibility or liability for any damages or harm of any kind (including direct, indirect, special, consequential, punitive etc.) With respect to any translation, including without limitation inaccuracies, errors, selection of translator or other issues.