1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means an account required for a User to access certain areas of Our Site, as detailed in Clause 4;
means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
means this website, demandexchange.com and a reference to “Our Site” includes reference to any and all Content included therein (including User Content, unless expressly stated otherwise);
means a user of Our Site;
means digital marketing related media submitted by Users to Our Site; and
means Communitize Limited, a company registered in England under 07575646 whose registered office and trading address is at 64 Nile Street, London, N1 7SR.
2. Information About Us
2.1 Our Site, demandexchange.com is owned and operated by Communitize Limited, a company registered in England under 07575646 whose registered office and trading address is at 64 Nile Street, London, N1 7SR.
2.2 Our VAT number is GB127538210.
2.3 We are regulated by the Information Commissioners Office in the United Kingdom.
2.4 We are a member of the Direct Marketing Association in the UK and adhere to the DMA Code of Conduct.
3. Access to Our Site
3.1 Access to Our Site is free of charge..
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site..
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our 3.4 Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period..
4.1 Certain parts of Our Site (including the ability to submit User Content) may require an Account in order to access them.
4.2 You may not create an Account if you are under 18 years of age. If you are under 18 years of age and wish to use the parts of Our Site that require an Account, your parent or guardian should create the Account for you and you must only use the Account with their supervision.
4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
4.4 We recommend that you choose a strong password for your Account. It is your responsibility to keep your password safe. If you believe your Account is being used without your permission, please contact Us immediately at firstname.lastname@example.org. We will not be liable for any unauthorised use of your Account.
4.5 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
4.6 Any personal information provided in your Account will be collected, used and held in accordance with your rights and Our obligations under the data protection legislation as set out in Clause 16.
4.7 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access.
4.8 If you close and delete your Account, any User Content you have submitted to Our Site will be retained on Our Site and the licence granted to Us under sub-Clause 6.5 will continue in full force and effect.
5. Intellectual Property Rights and Our Site
3.1 Access to Our Site is free of charge..
5.1 With the exception of User Content (see Clauses 6 and 7), all Content on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content (including User Content) is protected by applicable United Kingdom and international intellectual property laws and treaties.
5.2 Subject to the licence granted to Us under sub-Clause 6.5, Users retain the ownership of copyright and other intellectual property rights subsisting in User Content submitted by them (unless any part of such User Content is owned by a third party who has given their express permission for their material to be used in the User Content).
5.3 For personal use (including research and private study) only, you may: 5.3.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);
5.3.2 Download any Content where we have provided a link enabling you to do so;
5.3.3 Download Our Site (or any part of it) for caching;
5.3.4 Print pages from Our Site;
5.3.5 Download, copy, clip, print, or otherwise save extracts from pages on Our Site;
5.3.6 Save pages from Our Site for later and/or offline viewing;
5.3.7 View and use User Content in accordance with the permissions set out in Clause 7; 5.4 You may not use any Content (including User Content) downloaded, copied, clipped, printed or otherwise saved from Our Site for commercial purposes without first obtaining a licence to do so from Us, our licensors, or from the relevant User, as appropriate. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by business users or consumers.
5.5 You may not systematically copy Content from Our Site with a view to creating or compiling any form of comprehensive collection, compilation, directory, or database unless given Our express permission to do so.
5.6 Subject to sub-Clauses 5.3 and 5.8 and Clause 7 (governing User Content) you may not otherwise reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content or any other material from Our Site unless clearly given express permission to do so. For further information, please contact Us at email@example.com.
5.7 Our status as the owner and author of the Content on Our Site (or that of identified licencors or Users, as appropriate) must always be acknowledged.
5.8 Nothing in these Terms and Conditions limits or excludes the fair dealing provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.
6. User Content
6.1 User Content on Our Site includes (but is not necessarily limited to) digital media on the digital marketing industry.
6.2 An Account is required if you wish to submit User Content. Please refer to Clause 4 for more information.
6.3 You agree that you will be solely responsible for your User Content. Specifically, you agree, represent and warrant that you have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 8.
6.4 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 6.3. You will be responsible for any loss or damage suffered by Us as a result of such breach.
6.5 You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By submitting User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, irrevocable, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating and promoting Our Site.
6.6 If you wish to remove User Content, you may do so by contacting Us at firstname.lastname@example.org. We will use reasonable efforts to remove the User Content in question from Our Site. Please note, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
6.7 We may reject, reclassify, or remove any User Content from Our Site where, in Our sole opinion, it violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
7. Intellectual Property Rights and User Content
7.1 User Content included on Our Site and the copyright and other intellectual property rights subsisting in that User Content, unless specifically labelled otherwise, belongs to or has been licensed by the User identified along with that User Content. All User Content is protected by applicable international intellectual property laws and treaties.
7.2 Subject to the rights to use Our Site set out in sub-Clause 5.3, Users may not otherwise copy, distribute, publicly perform, publicly display, reproduce, or create derivative works based upon, each others’ User Content, without first obtaining the express written permission of the User to whom the User Content in question belongs.
7.3 We take technical measures to limit and/or restrict the ability of Users to unlawfully copy User Content submitted to Our Site. Despite such measures, We do not make any representation or warranty that your User Content will not be unlawfully copied without your permission.
7.4Unless a particular User expressly states otherwise, the identity and ownership status of Users and User Content must always be acknowledged.
7.5 Nothing in these Terms and Conditions limits or excludes the fair dealing provisions of Chapter III of the Copyright, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.
8. Acceptable Usage Policy
8.1 You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 8. Specifically:
8.1.1 you must ensure that you comply fully with any and all applicable local, national, and international laws and/or regulations;
8.1.2 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
8.1.3 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or 8.1.4 data of any kind; and
you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
8.2 When submitting User Content (or communicating in any other way using Our Site), you must not submit, communicate or otherwise do anything that:
8.2.1 is sexually explicit, obscene, deliberately offensive, hateful, promotes violence or otherwise inflammatory;
8.2.2 promotes or assists in any form of unlawful activity;
8.2.3 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
8.2.4 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
8.2.5 is calculated or otherwise likely to deceive;
8.2.6 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
8.2.7 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
8.2.8 implies any form of affiliation with Us where none exists;
8.2.9 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
8.2.10 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
8.3 We reserve the right to suspend or terminate your Account and/or your access to Our Site if you materially breach the provisions of this Clause 8 or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:
8.3.1 suspend, whether temporarily or permanently, your Account and/or your right to access Our Site;
8.3.2 remove any of your User Content which violates this Acceptable Usage Policy;
8.3.3 issue you with a written warning;
8.3.4 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
8.3.5 take further legal action against you as appropriate;
8.3.6 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
8.3.7 any other actions which We deem reasonably appropriate (and lawful).
8.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.
9. Links to Our Site
9.1 You may link to Our Site provided that:
9.1.1 you do so in a fair and legal manner;
9.1.2 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
9.1.3 you do not use any logos or trade marks displayed on Our Site without Our express written permission; and
9.1.4 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
9.2 You may link to any page of Our Site.
9.3 Framing or embedding of Our Site on other websites is not permitted without Our express written permission.
9.4 You may not link to Our Site from any other site the content of which contains material that is not consistent with Our Acceptable Use Policy in Clause 8.
9.5 The content restrictions in sub-Clause 9.4 do not apply to content submitted to sites by other users provided that the primary purpose of the site accords with the provisions of sub-Clause 9.4. You are not, for example, prohibited from posting links on general-purpose social networking sites merely because another user may post such content. You are, however, prohibited from posting links on websites which focus on or encourage the submission of such content from users.
10. Links to Other Sites
10.1 Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.
11.1 We may feature advertising on Our Site and We reserve the right to display advertising on the same page as any User Content.
11.2 You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
11.3 We are not responsible for the content of any advertising on Our Site. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising on Our Site including, but not limited to, any errors, inaccuracies, or omissions.
12. Disclaimers and Legal Rights
12.1 Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to your digital marketing activities.
12.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
12.3 If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site created by Us (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.
12.4 We make reasonable efforts to ensure that Our Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that such Content is complete, accurate, or up-to-date.
12.5 We are not responsible for the content or accuracy of, or for any opinions, views, or values expressed in User Content. Any such opinions, views, or values are those of the relevant User and do not reflect Our opinions, views, or values in any way.
13. Our Liability
13.1 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (whether it is provided by Us or whether it is User Content) included on Our Site.
13.2 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content (including User Content) included on Our Site.
13.3 Our Site is intended for non-commercial use only. If you are a business user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
13.4 We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. Subject to sub-Clause 12.3, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content (including User Content) from it) or any other site referred to on Our Site.
13.5 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
13.6 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.
14. Viruses, Malware and Security
14.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware including, but not limited to, the scanning of all User Content for viruses and malware as it is uploaded. We do not, however, guarantee that Our Site is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 13.4.
14.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
14.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
14.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
14.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
14.6 By breaching the provisions of sub-Clauses 14.3 to 14.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.
15. Privacy and Cookies
15.1 Use of Our Site is also governed by Our Cookie and Privacy Policies. These policies are incorporated into these Terms and Conditions by this reference.
16. Data Protection
16.1 All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used and held in accordance with the provisions of the applicable laws, regulations and procedures including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“DPA”), the Privacy and Electronic Communications Regulations (EC Directive) Regulations 2016 (“PECR”) and the EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights and Our obligations under that legislation.
16.2 We may use your personal information to: 16.2.1 Provide and administer your Account;
16.2.2 Reply to any communications you send to Us;
16.2.3 Send you important notices, as detailed in Clause 17
16.2.4 Send you communications that you have given an active opt-in consent to receive. 16.3 We will not pass on your personal information to any third parties without first obtaining your express permission to do so.
17. Communications from Us
17.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, and changes to your Account.
17.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. Email marketing options can also be changed in your account preferences. If you opt out of receiving emails from us at any time, it may take up to 5 business days for your new preferences to take effect.
17.3 You have the right to request a copy of the information that we hold about you under the EU Regulation 2016/679 General Data Protection Regulation (“GDPR”). If you would like a copy of some or all of your personal information, or would like us to change the way we use your personal information, please contact us at the following address email@example.com.
17.4 For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us at firstname.lastname@example.org or via our Contact Us Page.
18. Changes to these Terms and Conditions
18.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.
18.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
19. Contacting Us
19.1 To contact Us, please email Us at email@example.com or using any of the methods provided on Our contact page.
20. Law and Jurisdiction
20.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
20.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 20.1 above takes away or reduces your rights as a consumer to rely on those provisions.
20.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England & Wales or as determined by your residency.
20.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.