Terms Conditions

Terms of Use

Updated as of May 18, 2010

The mdc-partners.com website (the “Website”) is operated by MDC Partners, Inc. (the “Company”). These terms of use (the “Terms of Use”) govern the use of the Website.

Please read these Terms of Use before using this Website. By continuing to use and/or access the Website, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

The Company reserves the right to modify these Terms of Use and/or the Website at any time. The Company may provide notices of changes to these Terms of Use or other matters by posting conspicuous notices or links to notices to you generally on the Website. Your continued use of the Website following the posting of conspicuous notice of any change or modification to these Terms of Use will be subject to the Terms of Use in effect at the time of your use. You agree to review the Terms of Use periodically. Your continued use of the Website following the posting of conspicuous notice of any modification will be your acceptance of the modified Terms of Use.

LIMITED LICENSE

The Company grants you a limited license to access and make personal use of the Website, but not to download (other than page caching) or modify any portion of the Website. This license does not include any resale or commercial use of the Website, or the contents of the Website, any derivative use of the Website and/or its respective contents; any downloading or copying of account information for the benefit of a third party not authorized by the Company; or any use of data mining, robots, or similar data gathering and extraction services. The Website and/or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the Company’s express written consent. Such limited license is subject to these Terms of Use.

THIRD PARTY WEBSITES AND CONTENT

The Website contains links to other websites (“Third Party Sites”) and articles, resources, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software (including, without limitation, API software, technology, and platforms), and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not reviewed, investigated, monitored, or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted on or available through the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to, or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by the Company. If you decide to leave the Website and access the Third Party Sites or to use any Third Party Content, you do so at your own risk and you should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website.

You acknowledge that by providing you with the ability to access and view Third Party Content on the Website, the Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any or Third Party Content.

Because the Company has no control over the Third Party Sites, you acknowledge and agree that the Company is not responsible for the availability of such Third Party Sites, and does not endorse and is not responsible or liable for any Third Party Content, advertising, products, or other materials on or available from such Third Party Sites. You further acknowledge and agree that the Company 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, products, goods or services available on or through any such Third Party Sites.

OWNERSHIP

Other than Third Party Content (as defined above), all content on the Website, including, without limitation, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the exclusive property of the Company (or its licensors) and is protected by U.S. and/or international copyright laws.

Except as expressly provided in the “Limited License” section above, your use of and access to the Website does not grant you any license or right to use any of the Company’s copyrights, trademarks, or trade names. The Company vigilantly enforces its intellectual property rights and will actively seek the recovery of any costs and damages it may incur preventing the misuse or misappropriation of its copyrights, trademarks, and trade names.

SUBMISSIONS TO COMPANY

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, names, screen names, material, communication, or other information about the Website (“Submissions”), provided by you to the Company are non-confidential and shall become the sole property of Company upon receipt. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. For purposes of clarity, the Company shall be free to use such Submissions, including any ideas, inventions, concepts, techniques, or know-how disclosed therein, at any time and for any purpose whatsoever without any obligation to you.

DMCA TAKE-DOWN PROCEDURE

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied by the Company-produced material and posted on the Website in a way that constitutes copyright infringement, please provide the Company‚Äôs copyright agent with the following information: (1) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Website; (4) your address, telephone number, and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information

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in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. The Company‚Äôs copyright agent for notice of claims of copyright infringement can be reached as follows:

David C. Ross
Associate General Counsel
The MDC Innovation Centre
745 5th Avenue, 19th Fl
New York
NY 10151
Ph: (646) 429-1837
Fax: (212) 937-4365
dross@mdc-partners.com

The Company, however, is not providing or hosting any of the Third Party Content found on the Website; rather, third parties are providing and hosting such Third Party Content found on the Website. If you believe that your work has been copied by the Third Party Content and posted on the Website in a way that constitutes copyright infringement, please review the DMCA Take-Down Procedures established by the Third Party Content provider that hosts such material (such as YouTube or Twitter). The Third Party Content providers may be able to address your concerns, including the removal of your material from the Website.

The Company suggests that you consult your legal advisor before filing a notice with the Company’s or the Third Party’s copyright agent. You should be aware that there can be penalties for false claims under the DMCA.

INDEMNIFICATION

You agree to indemnify and hold the Company, its representatives, agents, affiliates, and subsidiaries harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website, your violation of these Terms of Use, or your violation of any rights of another person or entity.

DISCLAIMERS

The Company is not responsible or liable in any manner for any Third Party Content on the Website, whether posted by the Company, by third parties, or by any of the equipment or programming associated with or utilized in the Website, or for any Third Party Sites. The Company does not control and is not responsible for Third Party Content and is not responsible for any harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable content you may encounter on the Website or in connection with any Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Website.

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY DOES NOT WARRANT THAT THE WEBSITE (AND/OR ITS SERVERS), OR COMMUNICATIONS SENT FROM THE COMPANY OR VIA THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE, OR THE SERVERS THAT MAKE THE WEBSITE AVAILABLE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, USEFUL OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY DEFECTS OR ERRORS OF THE WEBSITE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, GOODS AND/OR SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE COMPANY.

IF DESPITE THE LIMITATION ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED IN THE LIMITATION ABOVE, THEN ITS LIABILITY WILL IN NO EVENT EXCEED, IN TOTAL, THE SUM OF U.S. $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

TERMINATION

The Company may prohibit you from using or accessing the Website (or any portion, aspect or feature of the Website) for any reason, or no reason, at any time in its sole discretion, with or without notice.

GENERAL

These Terms of Use constitute the entire agreement between you and the Company and govern your use of the Website, superseding any prior agreements between you and the Company. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Your acceptance of the Terms of Use and use of the Website does not create a joint venture, partnership, employment or agency relationship between you and the Company. You may not assign, delegate or transfer your rights or obligations under the Terms of Use and any such prohibited assignment transfer shall be null and void. You also may be subject to additional terms and conditions that may apply when you use or access Third Party Content. The Terms of Use and the relationship between you and the Company shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County, New York. The Company’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms of Use by you against the Company must be filed within one (1) year after such claim or cause of action arose or be forever barred. You agree that all causes of action arising out of or connected with the Terms of Use shall be resolved individually without resort to any form of class action.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and/or the country in which you reside. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

CONTACT

If you have any questions or concerns regarding our Terms of Use or this website, please contact us at dross@mdc-partners.com. You may also reach us by mail at

David C. Ross
Associate General Counsel
The MDC Innovation Centre
745 5th Avenue, 19th Fl
New York
NY 10151