DOmedia provides you with access to this Site and the services available on it, including but not limited to, other websites as indicated below (collectively, the “Services”). Access to and use of the Services shall be governed at all times by these Terms and Conditions.
If you do not have the authority to enter into payment agreements on behalf of yourself or your company, do not accept these Terms and Conditions.
DOmedia offers an online media marketplace for media that includes applications for Media Buyers and Media Sellers. The Services include the Site and may also be located on third party websites or applications either by way of a link from an add-on service to, or otherwise in connection with, websites that such third parties control. Users who register and meet the qualifications of a Media Seller (defined below) can create and display Company Profiles and Product Profiles describing media products or services that they either own or have the exclusive representation rights to market and sell. “Media Seller” means any person using the Site or Services who offers for sale or lease media products or services.
Media Buyers (defined below) and Sellers may request access to applications that incur a Service Cost (as defined below). Other users may search the marketplace and submit Requests for Proposals (RFPs) and/or Requests Quotes (RFQs) through the Service with the intent to gather information and/or make purchases of media products or services offered by the Media Seller. Media Sellers may receive RFPs or RFQs through the Service and may incur Service Costs (as defined below) by doing so.
DOmedia Offers connects Media Buyers and Media Sellers who desire to purchase media quickly and easily. Users who register and meet the qualifications of a Media Sellers can list inventory and services available for sale. Media Buyers may search, filter, share, view and submit “Buy Requests” for such inventory. Media Sellers may receive Buy Requests from the Media Buyers and will have 24 hours to respond to the Buy Request by either accepting the buy and entering into a contract with the Buyer, or declining the Buy Request.
Nothing in any of the Services shall be deemed an offer or promise to sell a specific product for a specific price or on any specified terms. DOmedia does not guarantee the price, terms, product, availability or services offered or provided by any third party. DOmedia is not legally responsible for, and does not warrant, represent or guarantee any goods, services, information or otherwise provided by third parties. If you should have a dispute with a third party, DOmedia is in no way legally responsible for any claims in law or equity, demands or actual, consequential, incidental, nominal, special or punitive damages of any type, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such claim, demand or dispute.
DOmedia expressly reserves the right to modify or discontinue the Services or any portion thereof, the offering of any information, goods, contents, products, services or otherwise with or without notice. DOmedia shall not be liable to you or any third party should DOmedia exercise its express right to modify or discontinue the Services or any portion thereof.
MEDIA SELLING APPLICATIONS. Media Sellers are those persons, groups or entities that offer for sale media of any form through the DOmedia applications or Site. Media Sellers may elect to utilize various applications to assist in the media selling processes. These applications include, but are not limited to, asset/inventory profiles, mapping, Offers, proposals, and contracting. These applications, including account management support are available at a cost. Please contact email@example.com to learn more about Premium and Platform Selling Accounts.
MEDIA BUYING APPLICATIONS. Media Buyers are those persons, groups or entities who purchase media using the DOmedia applications or Site. Media Buyers may elect to utilize various applications to assist in the media buying processes. These applications include, but are not limited to, search, TAB Out-of-Home Ratings®, mapping, Offers, RFP, contracting, posting instructions and proof of performance. These applications, including account management support are available at a cost. Please contact firstname.lastname@example.org to learn more about DOmedia Buying Platform Accounts.
RFP TECHNOLOGY SERVICE FEES. A Service Fee is to be paid to DOmedia when DOmedia Services are used and an order is placed for media products or services that has been ordered either directly through or as a result of RFPs requested or submitted through the Site. Technology Service Fees may vary by agency based on the type of services requested. In some cases, there may be a cost for the Media Sellers. Media Sellers will have visibility to their costs prior to accessing the RFP(s) and must reaffirm their agreement to pay such Technology Service Fee prior to proceeding with an RFP.
The RFP Technology Service Fee is based on the Price (defined below) of any order for media products or services generated for the Media Seller as a result of the RFP, less printing, production and posting costs. Notwithstanding the previous sentence, the Minimum Service Cost per Order shall be no less than U.S. $49.00.
“Price” is defined as the final contracted net price at which the Media Seller agrees to sell a specific item of media products or services to a Media Buyer resulting from the use of DOmedia’s Service and shall not include any production, posting or printing costs.
OFFERS FOR MEDIA BUYERS. There is no fee associated for a Media Buyer to be granted access to view, offer or purchase media. When buying a DOmedia Offer, you agree that (a) you enter into a legally binding contract to purchase or lease the media when you submit a contract and the contract is accepted by the Media Seller; and (b) you are responsible for reading the full offer terms - including the items included, pricing, dates, cancellation clauses, and performance guarantees. DOmedia does not transfer the media to you and is in no way responsible for Media Buyer refunds related to DOmedia Offers.
OFFERS FOR MEDIA SELLERS. There is no listing charge to a Media Seller for publishing media for sale on DOmedia Offers. If media is sold, the Media Seller agrees to pay a Technology Service Fee (the “Offers Fee”) on the total gross purchase price amount contracted through the DOmedia system. DOmedia will invoice the full Offers Fee on the Contract Insertion Date or 90 days after contract issuance, whichever is sooner. Please contact email@example.com to learn more about Offers technology fees.
CANCELLATION. If an order for media products or services, in full or in part, is cancelled by a Media Buyer before advertising commences, the user that has been invoiced the RFP Service Cost must notify DOmedia within seven (7) business days to request adjustment and DOmedia must receive confirmation of Order Cancellation in writing from the Media Buyer to void and release corresponding Service Costs, in full or in part (if at all applicable) and as may be determined in good faith by DOmedia, for said order, as applicable. If an order, in full or in part, is cancelled by a Media Buyer after advertising commences on the media products or services, the user that has been invoiced the RFP Service Cost must notify DOmedia within seven (7) business days to request adjustment and DOmedia must receive confirmation of Order Cancellation in writing from the Media Buyer, and will adjust the Service Cost, in full or in part (as may be applicable) determined in good faith by DOmedia, to reflect any full or partial (partial periods will be considered full for purposes of adjustments) advertising periods completed.
PAYMENT DUE. The RFP Service Cost shall be due and payable 30 days from date of Service Cost invoice. IT IS THE MEDIA SELLER’S SOLE RESPONSIBILITY TO PROVIDE PROOF OF AND CORRECT ANY DISCREPANCY BETWEEN THE AMOUNT AGREED TO BE PAID BY THE MEDIA BUYER TO THE MEDIA SELLER AND THE AMOUNT THAT THE INVOICE INDICATES AS THE AMOUNT TO BE PAID TO DOMEDIA FOR THE SERVICE COST. FAILURE TO CORRECT SUCH DISCREPANCY BETWEEN THE INVOICED AMOUNT AND THE ACTUAL AGREED AMOUNT BETWEEN BUYER AND SELLER WITHIN 30 DAYS OF RECEIPT OF THE INVOICE SHALL CONSTITUTE AN ADMISSION THAT SUCH AMOUNT IS PROPERLY OWED TO DOMEDIA BY THE MEDIA SELLER AND MEDIA SELLER SHALL PAY SUCH INVOICED AMOUNT. Failure to pay the Invoice within 90 days of the date upon which the Service Cost was incurred shall result in an additional 1% interest rate compounded per month for each period of thirty (30) days thereafter (the “Interest Penalty”) that the Invoice remains unpaid on the principal Service Cost amount and any interest owed thereon. Such Interest Penalty charged shall at no time exceed the maximum amount allowed by law.
RESULT OF NONPAYMENT. In addition to the remedies set forth in this Section, if the user fails to pay the amount owed pursuant to the Invoice or any interest calculated thereon, DOmedia reserves the right to contract with a reputable collections agency and/or attorneys to retrieve such Payment and all interest thereon. DOmedia reserves the right to charge the user any costs of recoupment, including but not limited to reasonable attorneys’ fees and court costs where not prohibited by law, and Seller hereby agrees to pay such costs.
We don’t allow our Media Sellers and Media Buyers to contact each other to purchase Offers outside of DOmedia Offers system. If you receive an offer to sell outside of DOmedia, and it is clear that the Media Buyer found you via DOmedia Offers, please report it to Offers@DOmedia.com.
Offers to sell outside of DOmedia are a potential fraud risk, and may be an attempt to avoid DOmedia’s Offers Fees. This is unfair to other Media Sellers and violates our policies. Please follow these guidelines. If you don’t, you may be subject to a range of actions, including limits to your selling privileges and suspension of your DOmedia account(s).
A Media Buyer may opt-in to receive marketing “alert” e-mails from DOmedia when Offers meeting a Media Buyer’s criteria become available. The Media Buyers may be asked to specify their market(s), format(s), timing, and pricing preferences, and DOmedia will send alerts when offers matching the criteria become available in the marketplace. DOmedia will not disclose the identity of the potential Media Buyers to the Media Sellers who participate in DOmedia Offers.
DOmedia provides access for advertising/media agencies and advertisers for the purposes of gathering media information, developing media plans and placing media orders, RFP’s or RFQ’s for themselves and/or clients’ purposes only. Falsely registering as an advertising/media agency or advertiser and/or gaining access to, using or sharing information not for these purposes is forbidden and will result in suspension or termination from the DOmedia system by DOmedia. Advertising/media agency or advertisers who request and receive planning information, RFI’s or RFQ’s and/or place media Orders do so with the intent to use it solely for their or their clients’ advertising purposes. If approved for access to the planning and buying service, you agree that upon requesting and receiving media proposals that any further communication, negotiation or agreement regarding those proposals obtained through the service will be continued through the DOmedia system. In the event that agreement to purchase or order the listings in the proposals is reached, you agree to place the order through the DOmedia system.
You acknowledge and agree that DOmedia has the right at any time and in such frequency as it determines to suspend, modify, or terminate the Services, in whole or part, with or without notice to you. You further acknowledge and agree that DOmedia shall not be liable to you or any third party for any such suspension, modification, or termination of the Services for any reason.
Under some circumstances, DOmedia reserves the right to terminate your access to the Services, in whole or in part, immediately and without notice to you. Reasons for such a termination include, without limitation, (i) a breach or breaches of the Terms and Conditions or other agreements and/or guidelines incorporated herein by reference, (ii) engagement by you in conduct that is deemed by DOmedia, in its sole and exclusive judgment, to be fraudulent or constituting an illegal act, (iii) a request made by law enforcement or other government agencies, (iv) a request made by you (self-selected termination); (v) suspension, termination, or material modification of the Services or a portion thereof; (vi) unanticipated technical or security problems or issues; (vii) periods of extensive account inactivity; (viii) failure by you to pay or timely pay any fees, charges, or other monies due DOmedia or such third parties as it may serve as agent for in connection with settling a transaction, if applicable; and (ix) violation of any agreement entered into in connection with your use of the Services. Any termination by DOmedia of your account and/or access to the Services will include, without limitation (i) removal of access to any and all offerings comprising the Services, (ii) deletion of your secure password, log in information and related accounts, including all historical transaction data and summaries, if any, and (iii) a prohibition against your ability to use the Services at any time in the future. You acknowledge and agree that any termination for cause is in DOmedia’s sole and exclusive discretion and that any termination of your access to the Services and/or your account shall not cause DOmedia to be liable to you or any third party for any reason. Any Fees remaining owed to DOmedia following a termination, modification or suspension shall remain due and payable in accordance with the terms set forth herein regardless of whether the DOmedia or the other party terminated the agreement between the parties.
All materials on the Site, regardless of whether copyrighted, including, but not limited to, the design, text, search results, graphics, pictures, sound files and other files, and the selection, arrangement and compilation of information (collectively, the “Materials”) are ALL RIGHTS RESERVED Copyright ©DOmedia, LLC and/or its licensors. By accessing or using the Site, you are hereby granted a limited, non-assignable, non-sublicensable, and nonexclusive license to access and use this Site and Services therein and to print the Materials for your personal, informational and non-commercial use only. We expressly reserve the right, without notice and in our sole, good faith discretion, to terminate your license to access or use the Site.
This license does NOT include the right for you to:
Excluding the rights set forth above, you are not conveyed or granted any further right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright, confidential or proprietary information of DOmedia or any third party. Unauthorized use of the Site or breach of the license granted hereunder will immediately terminate your rights under the license. Any unauthorized use may be in violation of federal, state or local law, regulations or guidelines. Any such violation is solely your responsibility and you shall indemnify DOmedia for any claim in law or equity that may be brought against us as a result of your unauthorized use.
By using the Services, in whole or in part, you acknowledge and agree that the Services, any software necessarily used in connection therewith (collectively, the "Software") and any information or Content derived from any such usage constitutes confidential and proprietary information of DOmedia that is protected by applicable intellectual property and other laws. You also acknowledge and agree that Content (defined herein) provided or made available to you by other third parties using the Services may be protected by trademarks, service marks, copyrights, patent rights or other proprietary rights and laws. Accordingly, you acknowledge and agree that you will not, unless expressly authorized in writing by DOmedia or the relevant third party provider of Content, as applicable, rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Services, the Software, or the Content, either in part or in their entirety. DOmedia hereby grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software for purposes of using the Services for the purposes set forth herein, as and if applicable, provided (i) you do not copy, modify, reverse engineer, reverse assemble, create a derivative work from, or otherwise attempt, in any way, to discover any source code, sell, assign, sublicense, or otherwise transfer in any way rights in the Software, or allow any third party to do any of the foregoing, and/or (ii) your right to use the Services for which the Software has been made available to you has not been suspended or terminated by DOmedia, for any reason, in whole or in part. You agree not to modify the Software in any manner or form, or use any modified versions of the Software, for any purpose, including without limitation, unauthorized access to the Services.
While DOmedia does not make any claim as to ownership of Content and Advertising you may submit in connection with your use of the Services or otherwise make available, by using the Services, you hereby grant DOmedia a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, aggregate, adapt, publicly perform and publicly display such Content and Advertising, excluding Private Information, on the publicly accessible areas of the Services for purposes of promoting the Services and providing the Services to you and other third party users of the Services for so long as you continue to provide any such Content and Advertising on or through the Services, subject to termination at such time as you or DOmedia removes such Content and Advertising from inclusion in the Services. For purposes of clarity, those areas of the Services that are "publicly available" include all areas of the Services that are accessible by the general public, whether registered with DOmedia pursuant to the sections above or otherwise, as well as those portions of the worldwide web that are not hosted and/or served by DOmedia but are accessible via hypertext and other links. Additionally, you represent and warrant that you have all requisite rights and interests to all Content and Advertising you may submit in connection with your use of the Services or otherwise make available, by using the Services.
Confidential information included exclusively in private communications made through the use of the Services by you to a third party is considered Private Information. Private Information includes, but is not limited to, information regarding pricing, media impressions and ratings contained in a response to an RFP or in a proposal. DOmedia will not rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Private Information without the written consent of either you or the third party recipient of the Private Information. The written consent required in the previous sentence shall be subject to confidentiality obligations contained in relevant agreements between you and the third party recipient of the Private Information, if any.
DOmedia and any and all of our logos related thereto are either trademarks or service marks of DOmedia. Any and all logos of third parties that may be on or available through the Site are the trademarks or service marks of the respective third parties. Any such trademarks or service marks of DOmedia or third parties shall not be copies, imitated or used in whole or in part without prior written consent. You shall not use any Meta tags or any type of ‘hidden text’ utilizing DOmedia or any third party without the prior written consent of that respective party. All page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of DOmedia or a third party and shall not be copied, imitated or used in whole or in part without the prior written consent of the respective party. Any reference to a product, service, process, information, or otherwise contained on or available through the Site does not constitute or imply any endorsement, sponsorship, recommendation, approval or otherwise by DOmedia.
DOmedia complies with the provisions of the Digital Millennium Copyright Act (the “DMCA”) as applicable to Internet service providers (17 U.S.C. § 512, as such may be amended from time to time). If you reasonably and in good faith believe that your work has been copied, imitated or improperly used in violation of the federal copyright laws and has been posted to the Site, please provide DOmedia with all of the following information in writing:
Before sending a notice to DOmedia, you should confirm that you are the rightful copyright owner or have the lawful rights to the copyright which the DMCA requires. Failure to include all of the information requested herein may result in a delay or failure to review your claim.
Please send such notice to:
Attn: Legal Department
274 Marconi Boulevard, Suite 400
Columbus, Ohio 43215
If upon your use of the Site and the Services reasonably believe that another Media Seller is in breach of the Terms of Service such that it is violating your rights as a Media Seller to exclusively list or sell media products and services asset(s) through the Site, you must follow the procedure outlined in the Seller Discrepancy Policy.
The Services available through the Site includes links to websites of third parties. Such third-party websites are NOT under the control of DOmedia. DOmedia provides these links to you only as a convenience, and the inclusion or availability of any third party website through the Site is in no way intended to be or imply an affiliation, endorsement, approval of, adoption or otherwise by DOmedia. DOmedia is not responsible or liable for any content or otherwise of any third party website made available through the Site. It is solely your responsibility to make the necessary investigations you deem appropriate before proceeding with any transaction with any third party. Upon leaving the Site, these Terms and Conditions no longer govern the new website that you may be visiting. It is solely your responsibility to locate and review all applicable terms and conditions therein.
You acknowledge and agree that your use of certain portions of the Services will result in interstate data transmissions by virtue of the fact that DOmedia’s computer networks are located in Ohio and Texas, among other locations in the United States and abroad, and the methods employed by DOmedia to disseminate such data transmissions, regardless of whether such data transmissions submitted by you might seem to be intrastate in nature.
You acknowledge and agree that, in light of the global reach of the Internet, you will at all times comply with all local rules, laws and treaties, of whatever sort or nature, including without limitation, regarding transacting business online, the usage of all data, information, transactional data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, the "Content"), the transmission of technical data exported from the United States or your country of residence or organization, in connection with your use of the Services.
DOmedia is not a publisher of content supplied by third parties or users of the Site. Any and all opinions, advice, statements, services, goods, products, offers or other information expressed or made available by third parties are those solely of the respective author(s) or distributor(s). DOmedia does not endorse, approve, nor are we responsible for the accuracy, reliability or currency of any opinion, advice, statement or otherwise made on any third party website.
IN NO EVENT SHALL DOMEDIA, ITS OFFICERS, DIRECTORS, AGENTS, MANAGERS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, ACTUAL, CONSEQUENTIAL, NOMINAL OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN LAW OR ANY DAMAGES CAPABLE OF REMEDY AT EQUITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, MATERIALS OR SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR TERMS WITH RESPECT TO LIMITATION OF LIABILITY THAT IS CONTRADICTED BY THIS SECTION, THE TERMS WITH RESPECT TO LIMITATION OF LIABILITY SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.
FURTHER NOTWITHSTANDING THE FOREGOING, SOME OF THE FOREGOING EXCLUSIONS OF CERTAIN WARRANTIES AND/OR THE LIMITATION AND/OR EXCLUSION OF WARRANTIES MAY NOT APPLY TO YOU, AS SOME JURISDICTIONS DO NOT ALLOW IT.
You agree, as additional consideration for your use of the Services, to fully indemnify and hold harmless DOmedia and its officers, employees, agents, affiliates, partners, licensors, parents and subsidiaries from and against any demand or claim, including reasonable attorneys’ fees, made by any third party due to or arising out your use of the Services, your connection to the Services, your violations of the Terms and Conditions, any Content you submit, post, transmit or otherwise make available through the Services, or your violation of any rights of another.
THIS SITE, THE MATERIALS AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, THE MATERIALS AND/OR THE SERVICES OR OTHERWISE IS AT YOUR SOLE RISK. DOMEDIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO ANY MATERIALS, INFORMATION OR OTHERWISE ON THE SITE. DOMEDIA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, MATERIALS OR OTHERWISE ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. DOMEDIA IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, PHOTOGRAPHY, TEXT OR OTHERWISE.
DOMEDIA AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES ARE NOT RESPONSIBLE FOR AND YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY LOSS OF DATA AND ANY OTHER NEGATIVE CONSEQUENCES THAT MAY BE CAUSED BY YOUR USE OF THE SERVICES AND ANY MATERIALS ACCESSED, VIA DOWNLOAD OR OTHERWISE, FROM THE SERVICES.
ANY MATERIALS, INCLUDING WITHOUT LIMITATION INFORMATION, RECORDS, REPORTS, AND RESEARCH, ACCESSED, VIA DOWNLOAD OR OTHERWISE, THROUGH THE SERVICES ARE ACCESSED AT YOUR SOLE AND EXCLUSIVE RISK AND DISCRETION.
DOMEDIA AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS, AND SUBSIDIARIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT (i) THE SERVICES, INCLUDING WITHOUT LIMITATION MATERIALS PROVIDED TO YOU THROUGH THE SERVICES (e.g., INFORMATION, RECORDS, REPORTS AND RESEARCH) WILL BE ERROR-FREE, ACCURATE, TIMELY, SECURE, RELIABLE OR UNINTERRUPTED, FREE FROM VIRUSES, BUGS, DEFECTS OR DEFICIENCIES (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS, (iii) ANY CAMPAIGNS PURCHASED AND/OR ORDER FULFILLED AND/OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES WILL BE DELIVERED TO YOU IN A TIMELY MANNER, IN WHOLE OR IN PART, OR AT ALL, WILL CONFORM TO THE SPECIFICATIONS SET FORTH IN ANY ORDER, IN WHOLE OR IN PART, OR WILL OTHERWISE MEET YOUR EXPECTATIONS, (iv) THE SERVICES PURCHASED AND/OR THE CAMPAIGNS FULFILLED AND/OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES WILL YIELD ANY PARTICULAR RESULTS FOR YOU, AND (v) ANY ERRORS IN THE SERVICES AND/OR THE SOFTWARE WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR WARRANTIES CONTRADICTED BY THIS SECTION, THE WARRANTIES SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SUBSECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.
NO INFORMATION, ADVICE, OR INSTRUCTION, REGARDLESS OF FORM OF COMMUNICATION, PROVIDED TO YOU FROM DOMEDIA, WHETHER THROUGH USE OF THE SERVICES OR FROM DOMEDIA’S OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES, WILL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS.
These Terms and Conditions shall be governed by the laws of the State of Ohio without regard to conflicts of law. DOmedia’s failure to exercise or enforce any right or provision under these Terms and Conditions shall not be deemed a waiver of any future right or provision. If any provision or right contained in these Terms and Conditions is found by a court of competent jurisdiction to be invalid, such provision or right shall be severed from these Terms and Conditions and the remainder of these Terms and Conditions shall continue to be binding upon you to the maximum extent allowed by law.
Any and all claims or controversies arising out of or related to these Terms and Conditions will be settled in binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (the “AAA”). Any and all claims or controversies must be arbitrated on an individual basis and must not be consolidated in any arbitration with any other claim or controversy of any other party. Such arbitration shall be conducted in Columbus, Ohio and any judgment rendered may be entered into any court having jurisdiction thereof. Either you or DOmedia may seek any interim or preliminary relief from a court of competent jurisdiction in Ohio as may be necessary to protect the rights or property of you or DOmedia.
With respect to any litigation based on, arising out of, or in connection with the use of this Site, the Services or the Materials, the parties hereby expressly submit to the personal jurisdiction of the State of Ohio located in Franklin County or the United States District Court for the Southern District of Ohio (and any courts of appeal respectively there from). The parties hereby expressly waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above, including without limitation any claim that any such litigation has been brought in an inconvenient forum.
Regardless of any statute, law, regulation or otherwise to the contrary, and claim or controversy arising out of or related to the use of the Services or Site must be filed within one year after such claim or controversy arose. Failure to file such claim or controversy within the allotted one year shall be forever barred.
CONFIDENTIALITY. The parties agree that the specific terms of these Terms and Conditions will not be disclosed to any person or entity, except as required by law, that is not a party to these Terms or their respective independent contractors, assignees or affiliates on a need-to-know basis, which may include, but not necessarily be limited to, each respective party’s legal counsel, bankers and/or investors.
PUBLICITY. Notwithstanding the Confidentiality provisions of this Section, either party may issue press releases to announce the relationship formed herein and the services being offered. Each press release prepared shall be submitted to the other party for approval. Such approval may be withheld for any reason.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties in respect of the Services. Any modifications to these Terms and Conditions must be made in a writing executed by both parties, by your online acceptance of updated terms, or after your continued participation in the Services after such terms have been updated by DOmedia.
RIGHTS CUMULATIVE. The rights and remedies provided herein and in all other agreements, instruments, and documents delivered pursuant to or in connection with these Terms and Conditions, and by applicable law are cumulative and are in addition to and not exclusive of any other rights or remedies provided by law.
SUCCESSORS AND ASSIGNS. You may not assign any of your rights or responsibilities hereunder without first receiving the prior written consent of DOmedia.
HEADINGS. The section headings contained in these Terms and Conditions are included for convenience only, and shall not limit or otherwise affect the terms of these Terms and Conditions.
RELATIONSHIP OF THE PARTIES. Nothing in these Terms and Conditions is to be construed as creating an agency, partnership, or joint venture relationship between the parties.
AUTHORITY. You represent and warrant that by accepting these Terms and Conditions and/or using the Services in any way, that you are not breaching any duty or obligation to any third-party and that the person executing these Terms and Conditions on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of these Terms and Conditions.