a. DMG will act as the agent of the Client in making various purchases (e.g., from search engines and third-party social media/programmatic media buying platforms), but shall not act as or be considered the agent of the Client otherwise, for any other purpose(s).
b. DMG may, as part of the Services and without limitation, place content on the Internet on behalf and at the direction of Client that could be construed as an advertisement by a regulatory authority (including but not limited to the Federal Trade Commission and state attorneys general).
c. DMG will not be liable to the Client in connection with any claims, actions, judgments, losses, liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively “Claims”) arising from same, provided that the content is provided at the instruction and/or direction of Client, and/or with the approval of Client.
d. DMG may install software to access or otherwise access Client data, such as web traffic, customer relationship data, etc., for the purpose of delivering services to the Client.
e. Client agrees to fully indemnify, defend and hold DMG harmless for any/all Claims.
f. Client agrees to pay for data usage charges incurred with third parties by DMG, which DMG will passthrough to the Client on a monthly basis.

a. It has the right, power and authority to enter into the Agreement, to grant any licenses granted hereunder and to perform the acts required hereunder;
b. The execution of the Agreement by it and the performance of its obligations and duties hereunder, does not and will not violate any agreement to which it is a party, or by which it otherwise bound;
c. The Agreement will constitute the legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms;
d. The individual completing the Agreement has the authority to bind Client;
e. The Subject Matter and Client Materials do not and will not violate any international, federal, state or local laws, rules, regulations, and ordinances;
f. A reasonable basis exists for any claims made in any and all advertisements and marketing content provided and/or approved by Client, and on any website or other media linked to/from those materials, and Client has documentation and proof to support any claims made therein;
g. Client service and products comply with all laws and regulations, including but not limited to, truth in advertising laws and guidance regarding deceptive pricing;
h. It will not violate the rights of any third-party including, without limitation, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary/intellectual property right;
i. It owns and/or has any and all rights, title, and interest in and to the Subject Matter and Client Materials, and to permit the use, reproduction and transmission thereof by DMG as contemplated by the Agreement;
j. The Subject Matter and Client Materials do not contain any material that can be considered defamatory, libelous, pornographic, obscene, hate-filled, or otherwise objectionable, that promotes gambling, tobacco, alcohol, or any illegal activity or that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines;
k. The Client and no portion of the Subject Matter or Client Materials is/are the subject of any ongoing and undisclosed investigation or enforcement action which reasonably relates to the performance of this Agreement by any local, state, federal or international regulatory or quasi-regulatory authorities;
l. The Subject Matter and Client Materials are owned by, or operated on behalf of, the Client; and it has provided as at the date of this Agreement, or otherwise shall during the term of the Agreement provide to DMG, all material information and content which is reasonably required by DMG for the performance of the Services.

a. keep it secret and confidential and not disclose it or allow access to any other person other than to its professional advisors, officers, employees, agents, contractors and sub-contractors on a ‘need to know’ basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality substantially equivalent to this clause 7;
b. not copy or reproduce any part of it without the prior written approval of the other Party, except as strictly necessary for the performance of its obligations under this Agreement;
c. apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
d. use it only for the purposes of this Agreement; and
e. promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason and upon request), return to the other Party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other Party, certify in writing that it has done so.

a. is available to the public other than because of any breach of this Agreement;
b. the receiving Party already possesses; or
c. the receiving Party obtains or originates independently in circumstances in which that Party is free to disclose to others.

a. the other Party materially breaches any term of this Agreement. For the avoidance of doubt, any failure to meet performance targets by DMG will not constitute a material breach and will not entitle Client to immediately terminate this Agreement;
b. any resolution or petition to wind-up the other Party's business (other than for the purpose of solvent amalgamation or reconstruction) is presented (and not dismissed or withdrawn within 21 days) or passed;
c. a receiver or administrative receiver of the other Party's undertaking, property or assets is appointed; or
d. a petition for the appointment of an administrator is presented (and not dismissed or withdrawn within 21 days); or
e. the other Party makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other Party).
f. The other party is operating in violation of any international, federal, state or local laws, rules, regulations, and ordinances.

a. Unless otherwise set forth herein and expressly subject to the relevant provisions in Section 1, variations to this Agreement must be in writing and signed by each Party in order to be effective;
b. the Parties may agree to changes to Monthly Media Spend (defined in the relevant SOW) by email provided that any such change shall always be made in DMG’s absolute discretion; and
c. the Parties may agree by email that Client will pay all search engine/media-based fees (and any other fees/costs) directly, if applicable to the Services.

a. ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THIS AGREEMENT OR FROM ANY OTHER AGREEMENT BETWEEN US, WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION BY ONE OR MORE ARBITRATORS BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), OR ANOTHER ARBITRATION ADMINISTRATOR THAT WE MUTUALLY AGREE UPON. Arbitration will apply both to claims against DMG, and also claims against the officers, directors, managers, employees, agents, affiliates, insurers, contractors, successors or assigns of DMG. Arbitration and this paragraph shall apply to claims that arose at any time, including claims arising before this paragraph became binding on the Parties.
b. In the event of any controversy or claim arising out of or relating to this Agreement, or a breach thereof that cannot be settled through negotiation, the Parties hereto shall first attempt in good faith to settle the dispute by confidential mediation, administered by the American Arbitration Association, or another arbitration administrator that the Parties mutually agree upon, under its Mediation Rules and Procedures. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim shall be settled by confidential arbitration administered by the American Arbitration Association (or another arbitration administrator that the Parties mutually agree upon) under its Commercial Arbitration Rules and related procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1).

The place of mediation or arbitration shall be Baltimore County, Maryland and Maryland state law shall apply. This Agreement will be governed and construed in accordance with the laws of the state of Maryland, without giving effect to any choice of law or conflict of laws rules or provisions. The Federal Arbitration Act shall not apply in substance or procedure.

When this arbitration provision is inapplicable, any legal claims arising out of or relating to the Agreement must be brought in the federal or state courts located in the state of Maryland, and Client consents to jurisdiction and venue in those courts.

If either Party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and the Party bringing or appealing such action or opposing confirmation of such award does not prevail, such Party will pay all of the costs and expenses (including, without limitation, court costs, arbitrator’s fees and expenses, and reasonable outside attorneys’ fees) incurred by the other Party in defending such action.

Additionally, if either Party brings any action for judicial relief in the first instance without first pursuing mediation and arbitration prior thereto, the Party bringing such action for judicial relief will be liable for and will immediately pay to the other Party all of the other Party’s costs and expenses (including, without limitation, court costs and outside attorneys’ fees) to stay or dismiss such judicial action and/or remove it to mediation or arbitration.

The arbitrator will not be empowered to award punitive damages.

The consent of the Parties to mediate and arbitrate their disputes shall survive termination of this Agreement.

If the Agreement is found not to be subject to mediation or arbitration, each Party herein consents, agrees and affirmatively WAIVES ANY RIGHT TO A JURY TRIAL in any proceeding.

The Parties covenant and agree to keep all aspects of the arbitration proceeding confidential. Except in response to a subpoena or other discovery request from a person or entity that was not a party in the arbitration proceeding, or upon mutual written consent of the Parties, the Parties shall not disclose, transmit or disseminate, to any other person or entity whatsoever: (i) the existence of the arbitration proceeding; (ii) any information regarding the arbitration proceeding; (iii) testimony, documents or any other evidence used at or in connection with the arbitration proceeding; or (iv) the results of the arbitration proceeding or the arbitration award.
c. NO PARTICIPATION IN A CLASS ACTION. Client agrees not to be a representative or member of any class of claimants or act as a private attorney general in court or in arbitration with respect to any claim against DMG. Notwithstanding any other provision of this Agreement, the arbitrator shall not have the power to determine that class arbitration is permissible. The arbitrator also shall not have the power to preside over class or collective arbitration, or to award any form of class-wide or collective remedy. Instead, the arbitrator shall have power to award money or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. No class or representative or private attorney general theories of liability or prayers for relief may be maintained in any arbitration held under this Agreement.
d. If for some reason the prohibition on class arbitrations set forth in Subsection (c) cannot be enforced, then the Agreement to arbitrate will not apply.
e. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, CLIENT AND DMG AGREE THAT THERE WILL NOT BE A JURY TRIAL.
f. The arbitrator or the court shall have the discretion to include in an award to the prevailing Party a recovery of its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding in connection with, arising out of, or under the Agreement.