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Media Placement Services Agreement for Authors

Welcome to BEST OF B2B (the ‘Media Services’). This document represents the parties’ common understanding for doing business.

Via the Media Services, CYLINDR ApS (the ‘Provider’) provides a venue for marketing tool Authors, advertising industry agencies and individuals to promote their company, products and/or services. The parties acknowledge and agree that the Provider is solely a third party provider of Media Services under this Agreement and does not serve as the agent of or for any Author.

By using the media services and becoming a member of our network of content-contributing authors (an ‘author’), author agrees to be bound by all terms and conditions of this agreement, and all policies and guidelines of the media services that are incorporated by reference. If author does not agree to these terms, author is not permitted to appear in the media services and this agreement shall be deemed automatically terminated.

For information on personal data collection and use, see the cylindr Privacy Policy.

Changes to terms and conditions.

Provider reserves the right to change any of the terms and conditions contained in this agreement or any policies or guidelines governing the media services, at any time and in its sole and absolute discretion. Any changes will be effective with respect to any use by author of the media services, including publishing of author-provided content. Author is responsible for reviewing the terms of this agreement from time to time to ensure author continues to agree with its terms and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to author. Author’s continued use of the media services following provider’s posting of any changes will constitute author’s acceptance of such changes or modifications.

Relationship of the parties.

Author’s relationship to provider is one of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this agreement or author’s use of the media services. This agreement constitutes author’s entire agreement with provider. Provider reserves the right to change the agreement, in its sole and absolute discretion, with or without any notice to author. Author hereby acknowledges and agree that author’s continued use of the media services following provider’s posting of any changes to that agreement will constitute author’s acceptance of such changes or modifications.

Publisher obligations.

Publisher accepts no responsibility for the wording, customization and accuracy of author-related content within the media services. It is the author’s responsibility to ensure that statements or comments included in its content do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous or otherwise illegal.

Author understands and agrees that author will be responsible for all legal and regulatory compliance for its author-related content contributions. Specifically, but without limiting the foregoing, author agrees to the following:

Intellectual property.

All author-related content in the media services including, without limitation, all intellectual property right, is provider’s sole and exclusive property.

All media services-specific information and materials, developed or provided by provider or its author contributors under this agreement or used by provider to provide the media services including all intellectual property rights in the same shall remain the sole and exclusive property of provider or its suppliers. In no event may author copy, reverse engineer, decompile, translate or otherwise use or duplicate specific content of the media services, without the express written consent of provider.

By reviewing and approving of its author-related content in the media services, author represents and warrants that it is the owner of all patent, copyright, mask work, trademark, media services mark, and any and all other proprietary rights and interests therein and has all necessary permissions and authorizations to grant the rights set forth herein. Author hereby grants provider and its designees the right to communicate such works to the public, perform, display or link to the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this agreement for the purpose of providing the media services under this agreement. Author also permits any user the right to access, display, view, store and reproduce such content.

Author acknowledges and agrees that provider may preserve author’s content contributions or other information relating to author or author’s use of the media services and may also disclose the same if required to do so by law, requested by legal or other government authority or in the good faith belief that such preservation or disclosure is reasonably necessary to protect provider from any other form of damage or potential liablity.

In the event that all or substantially all of the business or assets of provider relating to the media services is acquired by another company, this agreement and all author information may be among the transferred assets.

No warranty.

Author acknowledges that author is using the media services at author’s own risk. The media services is provided “As is”, and provider, its officers, directors, agents, advisors and affiliates hereby expressly disclaim any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, title, merchantability, non-infringement, fitness for a particular purpose or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form, including but not limited to the accuracy or completeness of any information contained therein or provided by the media services. Provider, its affiliates and its third party media services providers do not represent or warrant that access to the media services will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses or malware will be transmitted on the media services. Provider makes no representation, warranty or guarantee that use of the media services will increase author’s revenues or profits.

Indemnification.

The media services comprise a venue for author to promote its company, products and/or services. Author shall indemnify provider in respect of all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of author’s obligations under this agreement or otherwise resulting from author’s use of the media services.

Limitation of liability.

Provider, its officers, directors, agents, advisors, affiliates and third party media services providers shall not be liable to author or any third parties for any direct, indirect, special, consequential or punitive damages allegedly sustained arising out of this agreement, the providing of media services hereunder, the sale or purchase of any goods or merchandise, author’s access to or inability to access the media services, including for viruses alleged to have been obtained from the media services, author’s use of or reliance on the media services or any of the merchandise, information or materials available on the media services, regardless of the type of claim or the nature of the cause of action, even if author has been advised of the possibility of such damages.

Disclaimer.

Provider is not responsible for the accuracy of any author-related content included in the media services and does not verify, endorse or otherwise take responsibility for any author-related content. However, provider reserves the right to remove (but shall not be obligated to remove) from the media services any author-related content which it determines to be in violation of its rules and guidelines.

Rates and payment.

Provider reserves the right to determine the media services fees it charges authors and will provide author with notice of such charges on the password-protected administrative area of the media services website, or by other electronic communication.

Author agrees to pay all applicable charges under this agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to income tax, social security obligations, sales tax and use tax if applicable. Author also agrees that provider is not obligated to determine whether sales or use taxes apply and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

Provider will accept any applicable payments from authors for author-related content placed in the media services via paypal, debit/credit card, wire transfer or via other mechanisms as provider may select from time to time. Such payments may be subject to terms and conditions of a third party payment processor (such as paypal or a credit card processor).

Termination.

Provider reserves the right to terminate any author and remove the author’s author-related content without notice for any reason, or for no reason. If provider terminates the agreement, it will send an email to the contact e-mail address registered by provider. If this email address is not currently valid, provider may terminate this agreement without any notice.

Author may terminate this agreement for any reason, or for no reason by sending an email to the provider. Author’s violation of the terms of this agreement also counts as termination.

Miscellaneous.

This agreement shall be governed in all respects by the laws of Denmark and the parties agree to submit to the exclusive jurisdiction of the Danish courts.

Official correspondence should be sent to CYLINDR aps, Hammerensgade 1, 2.Sal, DK-1267, Copenhagen, Denmark.

Provider may retain and use for its own purposes any author information. Provider may share this information with advertisers, business partners, including syndication partners, sponsors, and other third parties.

This agreement constitutes the entire agreement between author and provider with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this agreement.