Terms of Use

DDB Worldwide Communications Group LLC: Terms of Use

Effective Date: May 12, 2020

Please read these Terms of Use carefully. DDB Worldwide Communications Group LLC (“DDB”) operates ddb.com (the “Site”). DDB offers the Site, including all information, tools and services available from the Site, to you, the user, conditioned upon your acceptance of all the terms, conditions, policies and notices stated here. These Terms of Use govern your access to and use of the Site, including all information, services and other content provided on the Site. By accepting these Terms of Use or by accessing and using the Site, you agree that: (1) you have read and agree to be bound by these Terms of Use, and (2) these Terms of Use constitute a binding agreement between you and DDB. If you do not agree to these Terms of Use, you are not permitted to access or use the Site.

 

ARBITRATION NOTICE:

These Terms of Use contain a binding arbitration agreement including a waiver of any right to participate in a class action lawsuit or class-wide arbitration. Please see the “Arbitration Agreement and Class Action Waiver” section below for additional details.

Minimum Age
You represent that you are at least 18 years of age (or the age of majority in the place in which you reside). If you are under the age of 18 (or the age of majority in the place in which you reside), but at least 13 years of age, you may use the Site only under the supervision of your legal guardian who has agreed to be bound by these Terms of Use. This Site is not intended for, and you may not use this Site if you are under 13 years of age.

Privacy Policy
Please click here to view DDB’s Privacy Policy, which applies to personal information collected from or provided by you on the Site.

 

Accuracy, Completeness and Timeliness of Information on the Site

DDB is not responsible if information made available on the Site is not accurate, complete or current. The material on the Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Site is at your own risk. The Site may contain certain historical information. Historical information necessarily is not current and is provided for your reference only. DDB reserves the right to modify the contents of the Site at any time, but DDB has no obligation to update any information on the Site. You agree that it is your responsibility to monitor changes to the Site.

 

Use of Materials on the Site

All content on the Site (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and owned by DDB, its licensors or its content providers and is protected by copyright, trademark and other applicable laws. You may access, copy, download and print the material contained on the Site for your personal and non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears on the material you access, copy, download or print. Any other use of content on the Site, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Site, or use of the Site for purposes competitive to DDB, is expressly prohibited. You agree to abide by all additional restrictions displayed on the Site as they may be updated from time to time. DDB reserves the right to prohibit any person from using the Site for any reason whatsoever. DDB, or its licensors or content providers, retain full and complete title to the material provided on the Site, including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in DDB’s sole discretion. DDB neither warrants nor represents that your use of materials on the Site will not infringe rights of third parties not affiliated with DDB.

You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. DDB reserves the right, in its sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which DDB may be entitled at law or in equity.

 

Materials You Submit

You acknowledge that you are responsible for any material you may submit via the Site, including the legality, reliability, appropriateness, originality and copyright of any such material. You may not upload to, distribute or otherwise publish through the Site any content that (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Site.

If you do submit material, and unless we indicate otherwise, you grant DDB an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such material throughout the world in any media. You further agree that DDB is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to DDB. You grant DDB the right to use the name you submit in connection with such material, if it so chooses. You hereby waive any moral rights you may have in your material or content. You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify DDB for all claims resulting from content you supply. You acknowledge that DDB has no obligation to keep any material or content you submit to the Site confidential.

While DDB does not normally review or monitor your submissions of material or content, DDB reserves the right to block, refuse, delete, remove or edit, in whole or in part, any such material or content that violates these Terms of Use or is otherwise objectionable, as determined by DDB in its sole discretion. DDB assumes no liability in connection with your use of any other user’s material or content published on the Site, including any errors or omissions contained in such material or content, or for any loss or damage incurred as a result of your use of any such material or content.

To the extent you submit any content to the Site, DDB cannot and does not guarantee that your content will not be misused by other users. Please keep in mind that whenever you voluntarily disclose personal information online – through email, or in areas of the Site – that information may be accessible to other users of the Site or may be made public. Please do not post or add personal data to the Site that you would not want to be publicly available.

 

Acceptable Use Policy

You agree that you will not use the Site in a manner that: (1) is obscene, inappropriate, threatening, harassing, abusive, false, inaccurate, deceptive, libelous, defamatory, vulgar, pornographic, invasive of privacy or is otherwise injurious to third parties; (2) constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (3) contains computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (4) includes advertisements, promotional materials, spam, junk mail, pyramid schemes or other forms of solicitation; (5) impersonates another person or entity or falsely states or misrepresents your affiliation with a person or entity; (6) attempts to or disguises the origin of any content posted to the Site; (7) implies DDB’s endorsement of your content; (8) restricts or interferes with any other user’s ability to use or enjoy the Site, as determined by DDB in its sole discretion; (9) tampers with postings, submissions or content of other users; (10) uses any robot, spider, scraper or other automated means or interface not provided by DDB to access the Site; (11) extracts data or gathers or uses information available through the Site through any means not intentionally made available or provided for through the Site; (12) infringes or alleges to be infringing upon a third-party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third-party claim of infringement; (13) violates contractual or fiduciary relationships; or (14) violates these Terms of Use or uses the Site in any manner that is inconsistent with the purposes or objectives of this Site, as determined in good faith by DDB. DDB reserves the right to suspend or terminate your access to the Site and seek other legal or equitable remedies, upon becoming aware of any violation of this Acceptable Use Policy by you.

 

Conduct on the Site

You or third parties acting on your behalf are not allowed to frame the Site or use DDB’s proprietary marks as meta tags, without DDB’s written consent. These marks include, but are not limited to the DDB logo. You may not use frames or utilize framing techniques or technology to enclose any content included on the Site without DDB’s express written consent. Further, you may not utilize any Site content in any meta tags or any other “hidden text” techniques or technologies without DDB’s express written consent.

 

Links

The Site may contain links to other websites, some of which are operated by DDB or its affiliates and others of which are operated by third parties. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. DDB has not necessarily reviewed all the information on those other sites and is not responsible for the content of those or any other sites or any products or services that may be offered through those or any other sites. Inclusion of links to other sites should not be viewed as an endorsement of the content of linked sites. Different terms and conditions may apply to your use of any linked sites. DDB is not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked sites.

 

Trademarks and Copyrights

Trademarks, logos and service marks displayed on the Site are registered and unregistered trademarks of DDB, its licensors or content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on the Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Site without the owner’s prior written permission, except as otherwise described herein. DDB reserves all rights not expressly granted in and to the Site and its content. The Site and all of its content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, are protected as a compilation under the copyright laws of the United States and other countries.

 

DISCLAIMERS

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DDB RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. DDB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD ANY MATERIALS FROM THE SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DDB OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. DDB DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DDB NOR ITS AFFILIATES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, OR ANY OTHER SITE YOU ACCESS THROUGH A LINK FROM THE SITE OR FROM ANY ACTIONS DDB TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO DDB, OR THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, DDB’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF DDB, ITS AFFILIATES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER DDB NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH DDB IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND DDB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGE, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Indemnification

You agree to indemnify, defend and hold harmless DDB and its affiliates and their officers, directors, employees, contractors, agents, licensors, attorneys, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the Site and any violation of these Terms of Use. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. DDB reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with DDB in the defense of such matter.

 

Jurisdiction and Applicable Law

The laws of the State of New York govern these Terms of Use and your use of the Site, and you irrevocably consent to the jurisdiction of the courts located in the County of New York for any action arising out of or relating to these Terms of Use. We recognize that it is possible for you to obtain access to the Site from any jurisdiction in the world, but we have no practical ability to prevent such access. The Site has been designed to comply with the laws of the State of New York and of the United States. If any material on the Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

 

Binding Arbitration and Class Action Waiver

To the fullest extent permitted by law, you and DDB agree to arbitrate any controversy, claim or dispute arising out of or in any way related to your use of the Site, including but not limited to claims based on contract, tort, negligence, statutory or regulatory provisions. EACH PARTY IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY.

YOU AND DDB EXPRESSLY AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SITE. THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATED TO WHETHER THIS AGREEMENT TO ARBITRATE IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION. YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND DDB’S INDIVIDUAL CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

The mutual promise by you and DDB to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this agreement to arbitrate.

Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

Unless you and DDB otherwise agree, the arbitration will be conducted in the county where you reside by a single neutral arbitrator and in accordance with the then current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org). The parties are entitled to representation by an attorney or other representative of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. DDB will reimburse those fees up to $7,500, unless the arbitrator determines the claims are frivolous. Likewise, DDB will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

NOTWITHSTANDING THE ABOVE, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE EARLIER OF THE DATE YOU: (1) ACCESS AND USE THE SITE, AND (2) FIRST SIGNED OR AGREED TO AN AGREEMENT WITH DDB THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and mailed to ATTN: General Counsel, DDB Worldwide Communications Group LLC, 437 Madison Avenue 8th Floor, New York, NY 10022. The opt-out notice must state that you do not agree to this arbitration provision and must include your name, address, phone number and email address. You must sign the opt-out notice in order for it to be effective. This procedure is the only way you can opt out of this arbitration provision; failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of these Terms of Use will continue to apply.

 

Changes to These Terms of Use

DDB reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Use, in whole or in part, at any time, by posting revised terms on the Site. It is your responsibility to check periodically for any changes DDB makes to the Terms of Use. Your continued use of the Site after any changes to the Terms of Use or other policies means you accept the changes.

 

Entire Agreement and Admissibility

This agreement and any policies or operating rules posted on the Site constitute the entire agreement and understanding between you and DDB with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based on or relating to use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

Severability

If any provision of this agreement is unlawful, void or unenforceable, the remaining provisions of the agreement will remain in place.

 

Electronic Communications

These Terms of Use and any other documentation, agreements, notices, or communications between you and DDB may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

 

How to Contact DDB

If you have any questions or comments about these Terms of Use or the Site, please contact DDB by email at: privacy@ddb.com or write to DDB at:

Attn: General Counsel
DDB Worldwide Communications Group LLC
437 Madison Avenue 8th Floor
New York, New York 10022

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