Terms of Service - Indie Agency News

By browsing, viewing, or using the Indie Agency News website in any way, you agree to these terms and conditions. These terms are a contract between you and IAN.

Indie Agency News (collectively “IAN,” “us,” or “we”) is a site and platform for individuals, companies and organizations in the field of, but not limited to: advertising, marketing, creativity, branding, design and education/academia. Our services are designed to promote the independent agency ecosystem and its associated work. Additionally, the IAN site is designed for members and professionals to meet, learn and find opportunities for individuals, companies and organizations.

Indie Agency News and its associated newsletters, news alerts and all news, information, data, images, specifications, reviews, videos, and other content is an information and news service (collectively referred to as the “Service” or “Services”) is owned and operated by Creative Bohemian, LLC (“CB”), an Oregon limited liability company.

These Terms of Use (this “Agreement” or “Terms”) are an agreement between you (“you,” “your,’ “you’re”) and IAN and set forth the legally binding terms of your use of this website (the “Website”) and other platforms and interactive properties and related properties owned and/or operated by IAN and/or CB, including but not limited to websites and mobile applications (collectively, the “IAN Applications”), and any information, content, materials and/or data provided or given access by IAN to you in either print or digital formats (“Content”), whether or not login-in, registration and/or a subscription fee is required to access the IAN Applications or Content.

Registration data and certain other demographic information about you are subject to IAN’s Privacy Policy. For more information, see IAN’s Privacy Policy.

You agree that this electronic version of these terms and conditions has the same force and effect as an agreement in writing, and that any disputes or claims under these terms will be resolved by a court in the State of Oregon. If you cannot or will not follow the provisions set forth in these terms and conditions, you are agreeing not to use the Website.

The Website is not customized for use in any specific territory and we do not ensure or assume that the website complies with laws and regulations in any specific country or jurisdiction, or any territory in which you elect to use the Website. You are responsible for the compliance with local laws that are applicable with your use of the website.

We may modify these terms at any time without notice. If you do not agree to any of these changes, your sole remedy is to stop using the Website. Your use of the website after the effective date of any changes will constitute your agreement to the changes.

Access to part of the Service may be restricted to users who have registered and paid for certain content (“Restricted Content”). If you have been issued a login ID and password in order to access our Restricted Content, you may not share your login ID and password with others. When you use your login ID and password to access our Restricted Content, you warrant that you are the authorized user and that you provided accurate information about yourself and your company when you signed up for the Restricted Content.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Your Account

Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account and (3) follow applicable laws and our Community Guidelines and Policies. You are responsible for anything that happens through your account unless you close it or report misuse.

As between you and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use (i.e., an agency or company account), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

Because some aspects of the Services are not generally available to the public, you will be required to create a unique user ID and password to gain access to such features. We may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services. Your user ID, password, and any additional codes or passwords used to access our Services are collectively referred to herein as “IDs”. Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances.

You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate any IDs due to security concerns. You hereby acknowledge and agree that you are solely responsible for all activities, acts and omissions, and transactions that occur in, from, through or under your Membership or IDs.

Our ability to provide certain aspects of the Services to you is dependent upon our collection, aggregation and distribution of the information we receive from you, including, without limitation (i) your company’s name, address, telephone number(s), email addresses, and any other data that identifies your business, and any other information you disclose to us in connection with your use of the Services (collectively, the “User Information”). Therefore, you hereby grant IAN a world-wide, perpetual, royalty-free right and license to use, collect, display and distribute the User Information for purposes of providing the Services (unless you “opt-out” as otherwise set forth in these Terms of Use). Further, all Members hereby grant CB a world-wide, royalty-free right and license to publish the Membership Directory.

You represent, warrant and covenant to us that you have full authority to disclose the User Information to IAN, any and all User Information and any other information or data you provide to us in connection with your use of the Services, is and will be, true, accurate and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent material facts or information, and that you will promptly submit corrected or updated information via the Services, or otherwise advise us promptly in writing of any such changes or updates to any information you’ve provided to us. You further consent and authorize us to verify your User Information as required for use and access to the Services, as applicable.

Modifications

We have the right, any time and from time to time, for any reason in our discretion, to change these Terms of Use, including the Privacy Policy and any Additional Terms that apply to our Services. We will post notices of material changes on our Website and we may also send you an email about any changes that pertain to specific offerings of products or services. Once we post such changes, they become effective immediately. Your use of the Services after any such changes become effective constitutes your acceptance of such changes. Please check frequently and review these Terms of Use so you are aware of the most current terms and conditions of your agreement with us. We also reserve the right, any time and from time to time, in our discretion, to modify, suspend or discontinue all or any portions of our Services without notice and without liability to you or any other party. If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by these Terms of Use unless we notify you otherwise.

Intellectual Property and Rights

“Content” refers to all content, data, information, databases, other proprietary information and materials and all copyrightable or otherwise legally protectable elements of our Services, including, without limitation, User Information as well as all copyright and other rights in marks or other intellectual property which you may encounter, are provided by, available from, or for your use in connection with our Website and Services. You will not alter, delete, obscure or conceal any copyright or other notices, nor will you reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate or use any Content in violation of these Terms of Use, without our express written consent. You also will not copy, modify, display, transmit, transfer, distribute or use Content in violation of these Terms of Use or any laws or regulations. You agree not to authorize, encourage or allow anyone else, directly or indirectly, to do anything you are not permitted to do under these Terms of Use.

Content is either our property or owned by users, or our licensors, suppliers or operational service providers and is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and international treaties. You agree that the entities mentioned above are third-party beneficiaries under these Terms of Use and both we and they can protect our respective rights and enforce these Terms of Use against you. You may only use our Website, Services and the Content for internal, non-commercial use and for no other purpose. Your right to use our Services is not assignable or transferable. Any rights not granted to you under these Terms of Use are fully reserved by us and any unauthorized or prohibited use of our Services may subject you to civil liability, criminal prosecution, or both. You shall not disclose any Content, specifically the User Information of other users, to any unaffiliated third parties without such user’s consent and/or the consent of IAN.

Access and Use

Your access to and use of our Services is subject to all applicable local, provincial, state, and national laws and regulations. You shall not use, allow, or enable others to use our Services or in any manner that is, attempts or is likely to:

be libelous, defamatory, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive which may or may appear to impersonate anyone else;
affect adversely, harm, disparage or reflect negatively on IAN, or our Services, Website and Content, or on our goodwill, name or reputation, or the goodwill, name or reputation of any other user or their User Information;
transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy or any other rights of ours or of any other person, firm or enterprise;
gain unauthorized access to our Services, Website and Content; or other users’ IDs, names, personally identifiable information or User Information; or other computers, websites or pages connected or linked to our Services, Website and Content or to use our Services, Website and Content in any manner which violates or is inconsistent with these Terms of Use;
modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of our Services, Website and Content or the rights or use and enjoyment of our Services, Website and Content by any other user, person, firm or enterprise; or
collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any Content, material or information, whether personally identifiable or not, posted by or concerning any other user, person, firm or enterprise, in connection with their or your use of our Services unless you have obtained the express, prior permission of such other user, person, firm or enterprise to do so or as otherwise set forth in these Terms of Use or any Additional Terms as applicable to your use of the Services.

If you breach (or we believe you have or may breach) these Terms of Use or if we are notified, determine or have reason to believe you or any Member’s Authorized Users have or are engaging in conduct that violates any of the terms and conditions of these Terms of Use, we may deactivate, cancel, suspend or terminate your use, Membership (if applicable) and any other use of our Services, in whole or in part, without notice to you. We may declare all monies then due, owing and outstanding immediately due and payable and we will have no liability or further obligation of any kind to you or any other person and you will not be entitled to any refund.

IAN may choose not to honor a subscription request at its discretion. Any account created that falls under these guidelines is entitled to a full refund of membership fees.

If an agency is considered, by most reasonable measures, to no longer be considered an independent agency, IAN reserves the right to remove the account from the platform. Our definition of an independent agency is one that:

Operates as an independently-owned entity
Is not part of a publicly-traded company, such as a holding company or consultancy (any investment level by a publicly-traded company applies)

Determination of independent status is through publicly available information and data, including press coverage.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, groups, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. This includes in any live environment (i.e. – live streaming)
All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [LINK TO PRIVACY POLICY].
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy [LINK TO COPYRIGHT POLICY] for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, or reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Links to Third Party Sites

IAN may recommend and/or endorse the use of third party products or services and/or include promotional information, URLs, or hypertext links to other parties’ websites in connection therewith, or any other form of re-direction of your connection to, with or through our Services (“links”) anywhere on our Services. However, IAN does not verify or have any obligation, responsibility or liability resulting from the display of any links to other parties’ websites (including their privacy policies) or for any of their goods or services, whether or not we have a separate marketing, advertising or other promotional arrangement with them. If a third party obtains information from or about you, we have no responsibility or liability for their conduct or activities.

Disclaimer of Warranties

THE SERVICES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR OUR WEBSITE WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WE ARE ALSO NOT LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF THE CONTENT AND ANY AND ALL FEATURES AND FUNCTIONS OF OUR SERVICES.

Some jurisdictions do not allow for the exclusion of certain warranties. Accordingly some of the exclusions described in these terms of use may not apply to you.

Limitation of Liability and Release

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR OUR EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER AND IF APPLICABLE, YOUR REGISTRATION, MEMBERSHIP, ANY CONTENT, PRODUCTS OR OTHER FEATURES, FUNCTIONS, TRANSACTIONS OR ACTIVITIES ASSOCIATED WITH OR ARISING FROM OR THROUGH OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, THE LEGAL THEORY OR THE BASIS OF THE CLAIM AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND EQUITY IN SUCH SITUATION, HOWEVER, IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED THE LESSER OF: (I) THE AMOUNTS PAID BY YOU FOR ACCESS TO OUR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM FOR SUCH DAMAGES OR (II) $100.00.

In the event you have any dispute with one or more third parties as a result of your use of our Website, Content or the Services, or are in any way damaged as a result of any third party in connection therewith, you hereby release and covenant not to sue or otherwise make a claim, demand or file any legal action or institute any legal or regulatory proceedings against us, our employees, agents, representatives, operational service providers and suppliers, for any claims, actions demands or damages (whether direct, indirect, special, incidental or consequential), of whatever kind or nature, known or unknown, suspected or unsuspected, whether foreseeable or not, disclosed or undisclosed.

Indemnification

You agree to defend and indemnify us, our employees, agents, licensors, representatives, operational service providers and suppliers against any and all demands, claims and actions and you will hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from your breach or violation (or any Member’s Authorized User’s breach or violation) of these Terms of Use, the public posting or display of any material, content or items you submit or provide to us (including, without limitation, your User Information), or your alteration, use, export or disclosure of any Content, as well as your violation of law or regulation or your infringement, misappropriation or any violation of the rights of any other party. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

Linking to Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.
Send emails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Website other than the homepage.
Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Miscellaneous

If any term or condition is held illegal, invalid or unenforceable, this will not affect any other provision each of which will continue in effect. Any term or condition which must survive to allow us to enforce its meaning shall survive; however no action arising out of these Terms of Use or your use of our Services, regardless of the form of action or basis of the claim, may be brought by you more than 1 year after the cause of action has arisen (or if multiple causes, the date the first cause arose). Our delay or failure to take any action shall not be or be construed as a waiver of that or any other term, condition or right we may have. You may not transfer, assign, convey or delegate your Membership, IDs, or right to use our Services to anyone else and any attempt by you to do so shall be null and void ab initio.

Legal Application

Your use of our Services and these Terms of Use, shall be governed, construed and enforced the laws of the State of Oregon applicable to contracts made, executed and wholly performed in Oregon. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Oregon and you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these Terms of Use and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF OUR SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

Community Code of Conduct

This is a safe space. IAN does not tolerate harassment of any kind. If you find yourself in a situation where you feel uncomfortable, or you see something that needs attention, please contact us immediately.

Unacceptable behavior will not be tolerated either online or in person. Unacceptable behavior includes, but is not limited to:

Failure to obey any rules or regulations of the Service or event;
Intimidating, harassing, abusive, bullying, discriminatory, derogatory, or demeaning speech, materials, or conduct by any member or event participant;
Personal insults, particularly those related to gender, race, religion, sexual orientation, or (dis)ability;
Sexist, racist, homophobic, transphobic, or otherwise discriminatory language;
Violence, threats of violence, or violent language directed against another person;
Any boisterous, lewd, or offensive behavior or language, including but not limited to using sexually explicit or offensive language, materials or conduct, or any language, behavior, or content that contains profanity, obscene gestures, or racial, religious, or ethnic slurs.

Violation of the IAN Community Code of Conduct results in an immediate ban from the platform without any refund. If the violation is part of an agency membership package, the owner of the account will be informed of this action via email.