This Site is intended to be used for commercial and trading purposes and is aimed at media owners, advertisers and agencies; this Site is not intended to be used by consumers or the general public.
Welcome to MediaEquals.com (the 'Site'), a web site owned and operated by MediaEquals Limited, that allows advertisers, agencies and media owners to trade together on a single, secure trading platform designed for the media industry.
This MediaEquals User Agreement (the 'User Agreement') contains the terms and conditions for the use of MediaEquals Limited’s services including (but not limited to) the trading platform, forums and User Groups, and all other services that may be provided or offered by MediaEquals Limited (the ‘Services’).
References in the User Agreement to:
(a) ‘Buyer’ or ‘Buyers’ means a Registered User who intends to purchase (or bid on) Media Lot(s);
(b) ‘Media Lot’ or ‘Media Lots’ means media space (in whatever format) or packages of media space that has been listed for sale on the Site by a Seller;
(c) 'Person' or 'Persons' means individuals, partnerships, associations, companies, corporate entities and any other legal persons;
(d) ‘Registered User’ or ‘Registered Users’ means Persons (being media owners, advertisers and/or agencies) who have been invited by MediaEquals Limited to use the Site;
(e) ‘Seller’ or ‘Sellers’ means a Registered User that has listed a Media Lot for sale on the Site; and
(f) 'you' or 'your' means each Registered User, Managing User (as defined below) and/or Authorised User (as defined below) as appropriate.
By registering with the Site, a Registered User, Managing User and/or Authorised User is deemed to have accepted and agreed to all of the terms and conditions contained in this User Agreement.
MediaEquals Limited reserves the right to change, modify, add delete or otherwise amend the User Agreement at any time. Such amendments shall be effective within fourteen (14) days of emailing you the revised User Agreement. A Registered User (or any of their Managing User and/or Authorised Users) who objects to the revised User Agreement must inform MediaEquals by sending an email to firstname.lastname@example.org and MediaEquals Limited will terminate the registration of the objecting Registered User (and their Managing User and Authorised Users). Any amended User Agreement will be posted on the Site with the date the User Agreement was last revised appearing at the bottom of the web page. If a Registered User does not object to such revised User Agreement within fourteen (14) days of posting on the Site, the Registered User (and their Managing User and Authorised Users) will be deemed to have accepted and agreed to such amended User Agreement, effective on the fourteenth day following posting. It is each Registered User's responsibility to regularly check the Site for any modifications to the User Agreement.
Eligibility & Registration
The use of the Site and Services is limited to persons over the age of 18 that can enter into and form legally binding contracts under the laws of England and Wales. Minors (persons under 18) are prohibited from using such Services.
MediaEquals Limited reserves the right to deny an applicant from registering with the Site, in its sole and absolute discretion, or may make registration with the Site conditional upon the applicant providing a suitable guarantee (for example, a parent company acting as guarantor in respect of all transactions entered into by the subsidiary company). A successful applicant becomes a Registered User and agrees to comply with all its obligations hereunder.
Each Registered User must appoint at least one individual within the organisation who will be responsible for, inter alia, managing any accounts the organisation has with the Site (the 'Managing User'). The Managing User shall remain the Managing User until the Registered User notifies MediaEquals Limited in writing of any revocation of this title and responsibility and of any replacement Managing User. It is the duty of the Managing User to set up, maintain, update and manage the profile, account(s) and user group of the Registered User that has appointed him or her. The Managing User may nominate and grant access rights to individuals who are the agents, employees, officers, directors, consultants, members or partners of the Registered User ('Authorised User(s)'). The Managing User shall notify MediaEquals Limited immediately upon the change in the constitution or status of the Registered User or for any changes in the status or capacity of any Authorised Users.
Managing Users and Authorised Users will bind the Registered User and the Registered User will be liable to honour any obligations undertaken by any Managing User and/or Authorised User. A Registered User must provide truthful and accurate information when registering: submitting a registration indicates acceptance of this User Agreement. MediaEquals Limited reserves the right to refuse or suspend use of the Site and/or Services to anyone at any time for any reason without notice.
For the avoidance of doubt, each Managing User and/or Authorised User hereby confirms that they are authorised to act on behalf of and to bind the Registered User on whose behalf they are using the Site. Each Registered User confirms that all Managing Users and/or Authorised Users to whom the Registered User has provided access to the Site has the authority to act on behalf of and to bind the Registered User.
1. Access and Use of the Services and Site
Use of the Site is governed by this User Agreement and all of the agreements incorporated herein by reference. MediaEquals Limited provides an internet trading platform that allows a Seller to offer for sale offline advertising media space to a Buyer through a variety of methods, including but not limited to, an auction style format.
In consideration of registering for an account with the Site, MediaEquals Limited grants permission to each Registered User to use this Site in accordance with the User Agreement provided always that the Registered User complies with the User Agreement.
MediaEquals Limited cannot and do not warrant the accuracy of any information provided by any Registered User of the Site. MediaEquals Limited is in no way associated with or involved in any completed transactions between any Buyer and any Seller, and do not act as an agent for any Buyer or any Seller.
The Site functions as a trading platform on which Buyers and Sellers may transact with each other. MediaEquals Limited is not involved in any transaction between any Buyer and Seller.
MediaEquals Limited has no control over the quality, truthfulness in accuracy, safety, or legality of any Media Lot listed or offered for sale on the Site. MediaEquals Limited cannot and do not warrant the ability of any Seller to sell any Media Lot or of the ability of any Buyer to purchase any Media Lot.
MediaEquals Limited reserves the right to stop or delete any transaction on the Site at any time for any reason, at its sole discretion. MediaEquals Limited may also restrict access to certain postings at its sole discretion.
Termination: MediaEquals Limited reserves the right to suspend or terminate any account of a Registered User at any time for any reason without notice or explanation. MediaEquals Limited further reserves the right to refuse access and use of the Site to any Person at any time for any reason without notice or explanation.
2. Registration and account security
When registering details with the Site for the creation of an account, the Managing User must provide true, accurate, up-to-date and complete information. The Managing User must notify MediaEquals Limited as soon as possible (and in any event prior to any Authorised User's participation in any transactions on the Site) of any change in any of the information provided when the Registered User registered with the Site or any change in information provided subsequently to MediaEquals Limited. If MediaEquals Limited becomes aware of the fact (subsequent to registration of an account) that any of the information the Registered User or the Managing User has provided is false, inaccurate, out of date, incomplete or otherwise untrue, MediaEquals Limited reserves the right to suspend or terminate the account. The Managing User is responsible for (on behalf of his or her Registered User) granting access rights to any accounts that are registered with the Site, and for amending Authorised Users' details. The Managing User hereby represents and warrants that he or she will grant access rights to his or her Registered User's account(s) only to authorised individuals who have express and actual authority to bind the organisation to the transactions that may take place on the Site.
The Registered User is responsible and liable for any activity occurring on the accounts for which it is registered and the Registered User must keep that password secret and must ensure that whenever an account password is given to an Authorised User or a Managing User, then the Registered User must procure that the Authorised User or Managing User keeps the account password secret. Should the Registered User become aware of any suspicious activity occurring on any registered accounts, it must notify MediaEquals Limited immediately. The Registered User must inform MediaEquals Limited immediately of any breach of security or unauthorised use of the account(s). MediaEquals Limited will endeavour to investigate any security breaches and has the right to suspend or terminate the account immediately. MediaEquals Limited will not be liable for any losses caused by the unauthorised use of the account, but you may be liable for other Registered Users' and MediaEquals Limited's losses caused by such unauthorised use, where such unauthorised use results from your negligence.
3. Sales Agreement, Media Lots and Option Exercise Notice
Each Seller is required to upload onto the Site a sales agreement (including the Seller’s standard terms and conditions) (the ‘Sales Agreement’). The Sales Agreement attached to a particular Media Lot will be visible to a Buyer intending to buy or bid on that Media Lot. Any sale of a Media Lot on the Site shall be on the terms set out in the Sales Agreement.
Each Seller is also required to upload onto the Site the details of their Media Lots. There are two boxes beneath the Media Lot; one of the boxes enables the Seller to post a description or commentary about the Media Lot; the second box is where the Seller is required to post the Sales Agreement and may also explain whether there are any requirements that the Buyer needs to fulfil.
By loading a Media Lot onto the Site, the Seller agrees that upon
the successful conclusion of the sale process on the Site (whether using the BuyNow (simple sale) model, the Auction model or the Offer model) in relation to that Media Lot, the Seller shall be deemed to have entered into the Sales Agreement with the Buyer.
4. Transaction Formats
Here are three models through which Buyers and Sellers may transact with each other: (1) BuyNow (simple sale) model, (2) Auction model, and (3) Offer model.
Whichever of the three methods is used to conclude a transaction, each Buyer is obliged to pay the price to the Seller and abide by the terms of the Sales Agreement and the Seller is obliged to provide the purchased Media Lot to the Buyer. MediaEquals Limited is not liable for fulfilment of any of the contractual obligations as between the Buyer and the Seller.
This is the simplest of the three transaction models and functions on an automated system. A Seller lists a Media Lot for sale at a fixed price. If a Buyer selects a Media Lot for purchase and then confirms the purchase by ticking the confirm box which appears, a sale has been concluded and both the Buyer and the Seller shall be deemed to have entered into the Sales Agreement.
The mechanics of the Auction model are as follows: A Seller lists an Auction Media Lot and the Seller may set a reserve price (the ‘Reserve Price’). The Seller may list an Auction Close date. Bidders place bids. Bidders may be competing with other bidders in bidding for an Auction Media Lot, but the identity of any competing bidders will not be disclosed to any bidders. The Seller will know the identity of a bidder. Subject to certain exceptions, the Auction Media Lot will be sold to the successful bidder who will normally be the highest bidder. In the event two or more bidders tie for the highest bid, the winning bid shall be awarded to the bidder who first placed the highest bid. At this point, both the Buyer and the Seller shall automatically be deemed to have entered into the Sales Agreement.
In the event of an Auction Media Lot not meeting its Reserve Price (if one has been set) by the Auction close, the Seller may choose to remove the Auction Media Lot or accept the current highest bid as the winning bid.
This format enables the Seller and Buyer to negotiate with each other online with regards to elements of the transaction, such as price, quantities, packages and discounts, and, accordingly, this method does not always operate on an automated and instantaneous basis. The Offer format enables Buyers and Sellers to negotiate with each other and make bespoke deals. A Buyer can make an offer to a Seller for any Media Lot listed as a BuyNow Media Lot. The Buyer may group several Media Lots together creating a package and offer to buy the package for a discount against the BuyNow price. The Seller can accept or reject any offer made by a Buyer by clicking on the respective Accept or Reject buttons that appear beneath notification of the offer or the Seller may post a comment in the 'Comment Box' that appears beneath the offered Media Lot. If the Seller accepts the offer, both the Buyer and the Seller shall be deemed to have entered into the Sales Agreement.
The successful bidder is the bidder that places the winning bid in any Auction. A Successful bidder must honour the winning bid placed in any Auction and is obligated to abide by the terms of the relevant Sales Agreement. By bidding in an Auction, a Buyer agrees that, if the Buyer is successful in the Auction, both the Buyer and the Seller shall be deemed to have entered into the Sales Agreement (with the winning bid price being the consideration payable by the Buyer to the Seller).
Failing to honour any of a Buyer's obligations may result in the suspension or termination of the Buyer's registration with the Site. In the event there are any restrictions on bidders, and a bidder makes a winning bid notwithstanding the fact that he or she knows that a bid from him or her (i.e., from his or her organisation) is not welcome due to restrictions on bidders or material which may be advertised in respect of that particular bid, then his or her bid shall be discounted and the next highest bid shall be deemed to be the winning bid.
If a Seller wishes to list a Media Lot for an Auction sale and requires that a Reserve Price is in place, then the Seller must use the Reserve Price mechanism provided by the site.
The Seller has a right of refusal with respect to any bid for any Auction Media Lot that does not meet or exceed the Reserve Price.
Save for failure to meet the Reserve Price and subject to bidder or advertisement restrictions, the Seller is bound to sell an Auction Media Lot if the Reserve Price is met or exceeded by a bid. In the event that there two or more bidders tie for the highest bid, the winning bid shall be awarded to the bidder who first placed the highest bid.
Once a completed auction has occurred, the Auction Media Lot(s) subject of the bid shall be removed automatically from the Site.
Bid Retraction: A bid is not retractable except under exceptional circumstances deemed appropriate by MediaEquals Limited. Such circumstances may include 1) Seller's later material and significant change to the description of the Auction Media Lot listed for sale which was unknown or unforeseen at the time of posting, 2) a material and significant descriptive or typographical error with respect to the Auction Media Lot and/or the price, 3) the later addition of a term or condition not presented in the original posting, 4) there are restrictions on Buyers or advertisements.
Bid Manipulation: Bid manipulation in any form, and for any reason is strictly prohibited and may result in termination of User’s registration with the Site.
Restrictions on Buyers and suitability of advertisements
In some instances a Seller may not be in a position to sell media space to certain Buyers or to Buyers who will be advertising certain products due to possible conflict with other Buyers or the products the other Buyers are advertising. The advertisement may not be suitable in respect of a particular Media Lot. In such an instant, the Seller will include a brief commentary to this effect in the first box beneath the Media Lot, clearly indicating whether or not there are any restrictions on Buyers and/or advertisements.
5. Your Obligations
The Managing User shall update any information given to MediaEquals Limited, including but not limited to updating the account information, user groups and profiles, particularly informing MediaEquals Limited immediately when Authorised Users have their authority to transact on behalf of the Registered User revoked, so that such information is accurate, true and correct.
The Seller must (if appropriate) promptly release the sold Media Lot to the Buyer, subject to the relevant Sales Agreement.
In the event that a Buyer fails to abide by the terms of the Sales Agreement, the Seller shall inform MediaEquals Limited, and MediaEquals Limited may suspend or terminate the Buyer's account with the Site.
MediaEquals Limited will not be joined as a party in any dispute between a Buyer and Seller, save as stipulated above.
You agree not to use the Site for any illegal purposes and agree to use it in accordance with all the relevant laws.
You agree not to upload, post on or transmit through the Site any computer viruses, macro viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. You will not distribute or post spam, chain letters or pyramid schemes. You will not use the Site in a manner that may cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is any way impaired. Undermining the functioning or working condition of the Site or server in any way is strictly prohibited.
You will not upload, post, transmit, broadcast or otherwise disseminate on the Site any Material which is defamatory, libellous, threatening, offensive, racist, sexist, obscene, pornographic, excessively violent, inappropriate, improper or that may cause annoyance, inconvenience or needless anxiety.
You agree that you will not harvest or otherwise collect information about Users or transactions including any personally identifiable information from the Site and that you will not sell any data collected from the Site.
You will not use the Site in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, intellectual property rights, confidentiality rights and privacy rights).
You agree that in the event that you have any right, claim or action against any Registered User arising out of the User's use of the Site, then you will pursue such right, claim or action independently of, and without recourse to MediaEquals Limited, except that if you notify MediaEquals Limited of any abuse of the Site which results in your right, claim or action (for example, you inform us of an offending article which is defamatory of or offensive about you), then MediaEquals Limited shall endeavour to remove, delete, modify or alter (as appropriate) the Material in question and may terminate the offending Registered User's account if appropriate.
6. Breach of the User Agreement
Any breach of this User Agreement, including, but not limited to, providing inaccurate registration information, may result in the termination or temporary suspension of your account on the Site and/or legal action.
You agree that your dealings with Sellers on the Site, including any p
payment for the delivery of any related goods or services, are solely between you and such Seller and you agree not to hold MediaEquals Limited liable for any loss or damage of any sort incurred as the result of any such dealings or as a result of the presence of such Seller on the Site.
MediaEquals Limited has created the Site for the benefit of the Registered Users, so that Registered Users may have a forum in which to communicate with each other and offer Media Lots for sale to other Registered Users. However, MediaEquals Limited specifically state, and you hereby acknowledge, that MediaEquals Limited is not responsible or liable for the activities carried out on the Site, are not privy to transactional and financial information and arrangements between Buyers and Sellers on the Site, and assume no responsibility or liability for such arrangements.
8. Registered User's Submissions and Material Disclaimer
MediaEquals Limited does not endorse any comments, blogs, opinion, recommendation, advice or other submissions made by a User (User Submission) and MediaEquals Limited expressly disclaims (to the extent permissible by law) any and all liability in connection with such submissions posted by Users on the Site.
MediaEquals Limited does not permit copyright infringing activities or infringement of any third party intellectual property rights on the Site, and MediaEquals Limited reserves the right to remove all User Submissions promptly upon notification from any Registered User of such abuse. MediaEquals Limited reserves the right to remove any User Submission without prior notice.
9. Notification of Abuse Procedure
MediaEquals Limited has in place a procedure by which Users may notify MediaEquals Limited of any abuse and non-compliance with the User Agreement; for example, if you see a User Submission or Material posted on the Site that is offensive or infringes another’s intellectual property right(s), please notify MediaEquals Limited of this by sending an email to email@example.com. MediaEquals Limited will endeavour to remove or delete any offensive, defamatory, infringing, obscene, inappropriate or improper content and take any further action as is deemed necessary, proportionate and appropriate in the opinion of MediaEquals Limited.
10. Disclaimer and Limitation of Liability
MediaEquals Limited makes no warranties or guarantees whatsoever in relation to any Media Lots listed for sale (including listed for Auction) on the Site. MediaEquals Limited is neither a party to or in any way responsible for monitoring any transaction between Registered Users. You hereby acknowledge and agree that MediaEquals Limited is not in the position to check that Media Lots correspond with their description and that should any dispute arise in relation to a Media Lot sold the Buyer shall deal directly with the Seller.
MediaEquals Limited makes no warranties or representations, whether express or implied, about the truth, accuracy, reliability, current or completeness of the Site's content or the content of any websites linked to this Site and MediaEquals Limited assumes no liability or responsibility for any errors, mistakes or inaccuracies in any content or for any loss or damage of any kind incurred as a result of the use of or reliance upon any content posted, transmitted or otherwise made available via the Site.
MediaEquals Limited does not represent or warrant that content on the Site is virus free, although MediaEquals Limited will take reasonable precautions to prevent the spread of viruses on the Site. MediaEquals Limited assumes no responsibility for any viruses or Trojan horses, or the like, which may be transmitted to or through the Site by a third party. You should exercise caution when accessing, using or downloading any content from the Site and MediaEquals Limited recommends that you use industry recognised software such as anti-virus software to assist in detecting viruses.
Whereas MediaEquals Limited will take reasonable measures to ensure the security of the Site and of any information you provide to MediaEquals Limited, MediaEquals Limited will not be liable to you for any direct, indirect, incidental, consequential or other damages whatsoever resulting from any unauthorised access to or use of MediaEquals Limited's secure servers and/or any and all information stored therein.
You specifically acknowledge that MediaEquals Limited shall not be liable for User Submission or the defamatory, offensive, or illegal conduct of any User or third party and that the risk of harm or damage from the foregoing rests entirely with you.
MediaEquals Limited will endeavour to provide a venue in which Buyers and Sellers may carry out transactions and otherwise liaise with one another. However, the Site may be temporarily unavailable during Site maintenance or for other reasons. MediaEquals Limited assumes no liability for any interruption or cessation of transmission to or from the Site.
MediaEquals Limited shall not be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Site, the Services, or this User Agreement.
Nothing in this User Agreement shall exclude or limited the liability of MediaEquals Limited for death or personal injury resulting from its negligence or that of its directors, officers, employees, or agents or any other liability which may not be limited or excluded by law.
Each Registered User agrees to indemnify Mediaequals Limited and their parent companies, subsidiaries, affiliates, officers, directors, shareholders, agents and employees, from any claim or demand made by any third party due to or arising out of any breach by that Registered User of this User Agreement or any agreement incorporated herein by reference, any violation by that Registered User of any law, statute, or regulation, or any violation by that Registered User of any duty to any third party.
Save as required by applicable law, each Registered User shall, and shall procure that its Managing Users, Authorised Users, directors, employees, agents and professional advisors, keep confidential and not disclose to any other Person any information concerning the Media Lots or Sales Agreements detailed on the Site.
13. Copyright and Ownership of Data
The content of the Site is the property of MediaEquals Limited. Each User grants to MediaEquals Limited the right the use any data submitted during any transaction, including, for the avoidance of doubt, the right to modify, analyse, edit, copy and distribute within the MediaEquals Limited group and its advisors for the purposes of improving its systems and Services.
MediaEquals Limited does not claim any proprietary rights in any
User Submission, but by posting such User Submission on the Site, each User grants to MediaEquals Limited an irrevocable, non-exclusive, fully paid, royalty-free, sub-licensable, transferable and worldwide licence to use, modify, alter, edit, copy, reproduce, create derivative works of, display and make compilations of and distribute such User Submission at its discretion.
MediaEquals Limited will generate Reports of completed transactions that take place on the Site. MediaEquals Limited will attempt to identify trends and analyse completed transactions and activity levels for Buyers and Sellers.
Buyers and Sellers may request copy Reports from MediaEquals Limited. A fee may be charged for the provision of any Report, to be agreed in advance.
15. Data Protection
MediaEquals Limited aims to comply with the applicable Data Protection legislation from time to time in place. MediaEquals Limited will disclose your personal data if we are requested to do so by law or by any regulatory or governmental authority, or upon receipt of a court order or a legitimate request by a third party (for example, the police) in investigating illegal activities to provide information concerning your activities on the Site. MediaEquals Limited reserves the right to store and use your personal data solely for our own internal purposes.
16. Governing Law and Jurisdiction
This terms in this User Agreement (as amended from time to time) are exclusively governed by and are construed in accordance with the laws of England and Wales whose courts will have exclusive jurisdiction in any dispute or any proceedings arising out of or in connection with the terms of this User Agreement.
In the event that any one or more of the provisions contained in this User Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this User Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
18. Third Party Rights
MediaEquals Limited shall have the right, pursuant to the Contracts (Rights of Third Parties) Act 1999, to enforce any term of this User Agreement that references MediaEquals Limited against any party to this User Agreement. Except as set out above, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
This User Agreement shall be effective with respect to MediaEquals Limited and a particular Registered User commencing at the time of registration with the Site and ending at the time MediaEquals Limited or such Registered User shall give notice of termination to the other party to this User Agreement. All of the rights and remedies of MediaEquals Limited under this User Agreement shall survive the termination of this User Agreement.
Any notice provided pursuant to this User Agreement shall be in writing and shall be deemed received (i) if by mail, three (3) days after posting (ii) if by facsimile transmission, upon electronic confirmation thereof, (iii) if by next day delivery service, upon such delivery, or (iv) if by email, the next day. All notices shall be addressed to the Registered Seller or Registered Buyer at the last address furnished to MediaEquals Limited, or to MediaEquals Limited as follows:
46 Great Marlborough Street
(or such other address as MediaEquals Limited may post on the Site in the future).
The waiver or failure of either, MediaEquals Limited or a Registered User to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.
ame. MediaEquals Limited reserves the right to change, modify, add delete or otherwise amend the User Agreement at any time. Such amendments shall be effective within fourteen (14) days of emailing you the revised User Agreement. A Registered User who objects to the revised User Agreement must inform MediaEquals by sending an email to firstname.lastname@example.org and MediaEquals Limited will terminate the registration of the objecting Registered User. Any amended User Agreement will be posted on the Site with the date the User Agreement was last revised appearing at the bottom of the web page. If a Registered User does not object to such revised User Agreement within fourteen (14) days of posting on the Site, the Registered User will be deemed to have accepted and agreed to such amended User Agreement, effective on the fourteenth day following posting.
Such acceptance and agreement shall have the same effect as if that Registered User had manually signed the same. It is each Registered User's responsibility to regularly check the Site for any modifications to the User Agreement.
All of the following agreements which are found at MediaEquals.com, are incorporated into this User Agreement by reference for all purposes:
- Additional Terms for Sellers
References in the User Agreement to 'Person' or 'Persons' are references to individuals, partnerships, associations, companies, corporate entities and any other legal persons. References in the User Agreement to 'you' or 'your' are references to each Registered User, Managing User and/or Authorised User as appropriate.