TERMS OF SERVICE

These terms and conditions (the “Terms of Service”) govern your use of the DCN Member Center (“OMC”), a service maintained by DCN. OMC is a business-to-business service only and the information contained therein is of a business nature only. If an individual is accessing OMC on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to the terms and conditions contained in this document. “User” or “you” shall refer both to the individual accessing OMC on behalf of a business entity and any such business entity itself.

READ THESE TERMS CAREFULLY BEFORE USING OMC. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR OTHERWISE USE OMC. BY ACCESSING OMC, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THESE TERMS OF SERVICE.

Permitted Use and License: Subject to all the terms and conditions contained in these Terms of Service, DCN hereby grants you a limited, non-exclusive, nontransferable license to use OMC solely for the purpose of: (i) accessing, downloading and printing data in OMC for your own, independent, internal business decision making reasons; or (ii) contributing permitted data to OMC. Only current employees of member companies are granted access to OMC. Upon termination of employment at a member company, individual forfeits right to access OMC.

Download Data: Data downloaded from OMC (“Download Data”) may only be used for your own, independent, internal business decision making purposes.

Publishers’ Upload Data: You may only upload job postings or advertisements (“Upload Data”) to OMC for the entities for which you currently pay DCN membership dues. You hereby grant DCN a perpetual revocable license to use and store the Upload Data, subject to the non-disclosure provision below. User must format all Upload Data as required by any instructions on OMC. User may not upload any Upload Data which contains (i) information which User knows, or reasonably should know, is not accurate, (ii) any virus, timebomb, trojan horse or other harmful or disabling code or (iii) any information which, when used for the purposes intended through OMC, violates any law, rule, regulation, agreement or obligation. DCN may publish your Upload Data with the Upload Data of other users to create the Download Data (described below).

By subscribing to this service, DCN publisher-members agree to upload the most current production or creative specifications within seventy-two (72) hours of any change to such specifications. Publishers acknowledge that users of OMC may rely on the Upload Data provided by publishers.

Unauthorized Use: You may not use spiders, robots or other automated data mining techniques to catalog, download, store or otherwise reproduce, store or distribute content available on OMC. You may not take any action to interfere with OMC or any other user’s use of OMC, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” OMC. You may not use OMC, alone or in combination with other parties, in a manner which is in violation of applicable laws or regulations, including but not limited to, those relating to antitrust, trade regulation, banking or credit matters. You may not resell access to, or the content from, OMC to any party. You may not use the information contained in OMC to develop your own product or service, except if for internal use.

Passwords: DCN shall authorize IDs and passwords at its discretion. Upon requesting a password, you may be required to provide information regarding you or your organization. All information provided to DCN must be truthful and accurate. The ID and password authorized should be safeguarded at all times and not shared with any other party. Upon a change of User’s responsible personnel in possession of an ID and password, it is the User’s responsibility to update their profile through OMC. DCN may, from time to time, monitor the logon times and usage under each ID for the purpose of verifying that the User is the sole holder and user of the ID and to verify compliance with these Terms of Service. To the extent any party under the reasonable control of User gains access to OMC through use of the ID or by circumventing OMC security systems, User shall be liable to DCN for all such use or damage.

Special Terms for International Use: Recognizing the global nature of the Internet, you agree to comply with all local
you reside. Software or other goods from the Site is subject to United States export controls. No software or other goods from the Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using any software or other goods from the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Dealings with Third Parties: Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that DCN shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

Links: The Site may provide, or third parties may provide, links to non-DCN Internet Web sites or resources as a convenience to you (“Third-Party Sites”). Because DCN has no control over such sites and resources, you acknowledge and agree that DCN is not responsible for the availability of such Third-Party Sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Links to Third-Party Sites are not endorsements by DCN of such Third-Party Sites. You further acknowledge and agree that DCN shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third Party Site or resource.

Proprietary Rights: OMC, and everything incorporated or used in connection with OMC, including but not limited to web sites, software, data, reports, designs, graphics, text, methods, processes, technology and other intellectual property, are owned exclusively, or authorized for use, by DCN. By using OMC, User acknowledges such ownership. Except as expressly permitted in these

Terms of Service, you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way OMC or any information contained therein without the prior written consent of DCN. You do not acquire any right, title or interest in such materials by virtue of accessing OMC or making permitted uses allowed under these Terms of Service.
Termination of Access: You may terminate your subscription to OMC at anytime by notifying DCN in writing. Such termination will be effective five (5) days after confirmation of DCN’s receipt of such notice. In addition to any right or remedy that may be available to us under applicable laws, we may suspend, limit or terminate your ID and password, or all or a portion of your access to OMC, at any time with or without notice, in the event we have a good faith belief that you may have violated any portion of these Terms of Service or in the event DCN changes the way in which OMC operates or ceases to operate OMC.

Disclaimer: DCN makes reasonable efforts to ensure that OMC operates as intended, however, OMC is dependent upon the Internet and other services and providers outside of the control of DCN. By using OMC, you acknowledge that DCN does not and cannot guaranty that the operation of OMC will be uninterrupted, error free or that OMC and the information it contains will be entirely free from viruses, hackers, intrusions, unscheduled downtime or other failures. You expressly assume the risk of such problems by using OMC or by downloading or uploading information from or to OMC.

OMC, INCLUDING ALL SOFTWARE, CONTENT, OPERATIONS AND MATERIALS, IS PROVIDED “AS IS”. DCN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE OPERATION OF, OR INFORMATION CONTAINED WITHIN, OMC. FOR THE AVOIDANCE OF DOUBT, USER EXPRESSLY ACKNOWLEDGES THAT ANY BUSINESS DECISIONS MADE BY USER AS A RESULT OF INFORMATION OBTAINED THROUGH OMC IS DONE SO AT USER’S OWN RISK BASED ON INDEPENDENT RESEARCH AND ANALYSIS.

Indemnification: User agrees to defend, hold harmless and indemnify DCN and its business partners, members, customers and affiliates, including their respective parents, subsidiaries, divisions, directors, shareholders, contractors, officers and employees, and each of them, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs), arising out of or in any way connected with (i) any breach by User of these Terms of Service or (ii) any claim based upon your Upload Data or your ultimate use of Download Data, as applicable.

Changes: All information posted on OMC is subject to change without notice. In addition, these Terms of Service may be changed at any time without prior notice. However, any changes will be posted on OMC or distributed to you for acceptance. Your continued access of OMC after such changes conclusively demonstrates your acceptance of those changes.

Severability: If any part of these Terms of Service shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Service.
Advancing)the)Future)of)Trusted)Content
rules including, without limitation, rules about the Internet, data, e-mail, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which

Waiver; Remedies: The failure of DCN to partially or fully exercise any rights or the waiver of DCN of any breach of these Terms of Service by you, shall not prevent a subsequent exercise of such right by DCN or be deemed a waiver by DCN of
any subsequent breach by you of the same or any other term of these Terms of Service. The rights and remedies of DCN under these Terms of Service and any other applicable agreement between you and DCN shall be cumulative, and the exercise of any such right or remedy shall not limit DCN’s right to exercise any other right or remedy.

Governing Law: The laws of the State of New York shall govern these Terms of Service. YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR ALL MATTERS IN CONNECTION WITH OMC. The parties agree that any actions or disputes shall be adjudicated between the parties hereto, and shall not be combined with any other actions or disputes of other parties.

Entire Agreement: These Terms of Service represent the entire agreement between the parties and supersede any prior agreements, understandings, informational pieces or other descriptions regarding the subject matter herein. Questions: Should you have any questions regarding these Terms of Service you may contact us at [email protected].