THE D-MEDIA NETWORK TERMS OF MEMBERSHIP
1. Eligibility for Membership
1.1 Membership of the D-Media Network is open to any individual1, any business or private or public sector body based in any part of the world, but D-Media may reject any application for membership without giving any reason for that rejection.
1.2 Membership of the D-Media Network is effective only when D-Media sends the member’s contact person email confirmation to the effect that the application for membership has been accepted by the Board of D-Media and payment of the first year’s annual subscription has been received.
2. Significance of Membership
2.1 Becoming a member of the D-Media Network does not entitle the member to any shareholding in D-Media Network Limited, or to any right to vote at any general meeting of that company or on any resolution to be passed by the shareholders of that company, or to any distribution made by that company.
2.2 Being a member of the D-Media Network does not entitle anyone to use the name of D-Media Network Limited or any logos or trade mark used by D-Media Network Limited or by the D-Media Network
2.3 No member may make any reference to D-Media or the D-Media Network in any marketing, promotional or advertising material or on that member’s website without first obtaining the written approval of D-Media as to the content and context of that reference.
2.4 As soon as any person ceases to be a member of the D-Media Network, it or he or she will remove all references to D-Media and the D-Media Network from its or his or her marketing, promotional and advertising material, from its or his or her website and from its or his or her profiles on any social or business networking website.
3. Services and Membership Benefits
3.1 Being a member of the D-Media Network entitles the member to the membership benefits for the member’s category of membership, as posted from time to time on the D-Media Network website.
3.2 A member’s use of a particular service or enjoyment of any membership benefit is subject to any additional terms and conditions which are applicable to that service or benefit, including (without limitation) the payment of any fees for that service or benefit (Service Specific Terms).
3.3 The use of some services or the enjoyment of some membership benefits may depend on the level of the annual subscription or other fee paid by the member and may be limited to a specified number of named employees of the member. Where that is the case, the member must ensure that the number of its or his or her employees who use that service or enjoy that membership benefit does not exceed the specified number of named employees.
3.4 Where any service or membership benefit is provided on-line, the member must ensure that:
a) all user logins, PINS, IDs and passwords are kept secure and confidential;
b) D-Media is informed in writing immediately the member becomes aware of, or suspects, any breach of security or the unauthorised use of any user login, PIN, ID or password; and
c) the security features of any website are not circumvented, or tampered with, hacked into, or in some other way disrupted or disabled.
|4. Membership is Personal4.1 Membership is personal to the person named in D-Media’s records as the member of the D-Media Network and it may not be transferred, except as agreed by D-Media in writing.4.2 Nor may any member transfer or share any service or benefit it or he or she receives as a member of the D-Media Network except to allow the authorised number of its or his or her employees to use that service or enjoy that benefit.|
5. Members’ Obligations
5.1 Each member of the D-Media Network agrees to comply with, and to ensure that its or his or her employees comply with:
a) any and all Membership Regulations made from time to time by the board of D-Media and posted on the D-Media Network website;
c) any and all Service Specific Terms which apply to any service or membership benefit which is used or enjoyed by the member or any of its or his or her employees; and
d) any and all terms and conditions of use applicable from time to time to the use of any website to which the D-Media Network website is linked.
5.2 Each member must provide D-Media with any information required by D-Media to establish links from the D-Media Network website to that member’s website and to any of that member’s profiles on any social or business networking or other website.
5.3 Each member must ensure that its or his or her website and its or his or her profiles on any social or business networking website to which the D-Media is linked contains up to date and accurate information about the member and its or his or her business.
6. Annual Subscription
6.1 D-Media tries to ensure that the annual subscription fees displayed on the D-Media Network website are accurate but the fees payable when a member joins the D-Media Network and for those payable on each Renewal Date (as defined below) will need to be checked. D-Media will inform the member’s contact person if the membership subscription is higher and, if it is, the member may cancel its or his or her application to join the D-Media Network or the renewal of its or his or her membership of the D-Media Network and (if the membership subscription for the next following year has already been paid) obtain a refund of that subscription.
6.2 Each member agrees to pay D-Media the annual membership subscription set by the Board of D-Media from time to time1. The first annual subscription is payable on the date on which D-Media sends the member confirmation to the effect that the application for membership has been accepted by the Board of D-Media and afterwards the annual subscription is to be paid on the next Renewal Date (as defined below) while the member remains a member of the D-Media Network.
6.3 Where D-Media accepts the member’s application for membership on before the 15th of the month, the Renewal Date is the 1st day of that month in the next and subsequent yearsth of the month. Where D-Media accepts the member’s application for membership after the 15th of the month, the Renewal Date is the 1st day of the next following month in the next and subsequent years 1th of the month.
6.4 The first annual subscription is that in force at the date and time D-Media accepts the member’s application for membership.
6.5 If a member fails to make any payment to D-Media on or before the due date, D-Media may suspend access to any or all membership services and benefits until the payment is made, without prejudice to any other right or remedy D-Media may have.
6.6 The annual membership subscription and any other fees and charges are exclusive of value added tax which each member will pay in addition to that subscription or those fees and charges (as the case may be).
6.7 Each member will pay D-Media, on demand, interest calculated on a daily basis on all sums not paid to D-Media on or before the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Each member will also pay all reasonable expenses (on an indemnity basis) of D-Media associated with the member’s failure to pay any amount when due, including (but not limited to) D-Media’s legal expenses and the costs of collection.
7. Information provided to D-Media
7.1 Each member warrants to D-Media that all information provided on the Application for Membership of the D-Media Network are complete and correct at the date on which that application was submitted to D-Media.
7.2 Each member must immediately notify D-Media in writing of any changes to that information including (without limitation) details of the member’s total number of employees at least 14 days before each Renewal Date.
7.3 Each member must immediately notify D-Media in writing if there is any change in the person who is responsible for liaising with D-Media or if there is any change to his or her contact details.
7.4 Each member must notify D-Media in writing of the names and contact details of the member’s employees who are authorised to use any service or enjoy any membership benefit, and must notify D-Media immediately in writing if there is any change in any of those employees or if there is any change to their details.
7.5 D-Media may refuse to allow any person whose details have not been provided to it under clause 7.4 above to use any service or enjoy any benefit.
8. Termination of Membership
8.1 Each member of the D-Media Network may terminate its or his or her membership by giving D-Media not less than 30 days written notice of termination. That notice must expire on or before the next following Renewal Date.
8.2 If a member does not give that notice at least 30 days before the next following Renewal Date, the annual subscription for the following year must be paid in full.
8.3 Except as stated in clause 6.1 above, D-Media is not obliged to make any refund of any annual membership subscription (in whole or in part).
8.4 D-Media may terminate or suspend any membership and any service or membership benefit without refunding any membership subscription (in whole or in part) if:
a) any annual membership subscription remains unpaid more than 30 days after the due date;
b) any other fees or charges payable by the member to D-Media remain unpaid more than 30 days after the due date;
c) the member or any of its or his or her employees or staff brings D-Media or the D-Media Network into disrepute;
d) the member breaches any of these Terms of Membership and, where the breach is capable of remedy, does not remedy that breach within 30 days after D-Media requests it or him or her to do so; or
e) any information provided by the member to D-Media is false or misleading or the member does not keep that information up to date.
8.5 Any suspension will not prevent D-Media later terminating any membership, service or membership benefit (or all of the above) for the same cause.
9. Third Parties
9.1 No rights or benefits are conferred on anyone except the person who appears in D-Media’s records as the member of the D-Media Network.
9.2 Nothing in these Terms of Membership confers or purports to confer on anyone except the member or D-Media any right under the Contracts (Rights of Third Parties) Act 1999 (or in any other way) to enforce any of these Terms of Membership.
9.3 Membership of the D-Media Network by one company does not confer any benefits or rights on any other company in the same group, and each group member must apply to be a member of the D-Media Network.
10. Changes to these Terms of Membership
10.1 D-Media may revise these Terms of Membership at any time by posting revised Terms of Membership on the D-Media Network website, without giving notice to any member.
10.2 It is each member’s responsibility to check these Terms of Membership whenever it or he or she renews its or his or her membership of the D-Media Network.
10.3 Any change to these Terms of Membership will apply to any person who applies to join the D-Media Network or who renews its or his or her membership after that revision has been published the on D-Media Network website.
11.1 D-Media does not give any warranty or make any representation in respect of any person to whom it refers any member or in respect of any recommendation it may make to any member. Nor, by admitting anyone to membership, does D-Media recommend or make any warranty or representation about that person.
11.2 If a member purchases or acquires goods or services from any third party, even if the member has been directed by D-Media to that third party, any contract entered into between the member and that third party is a matter between the member and that third party. D-Media has no liability for the quality or type of services or goods provided by any third party and it is for the member to make its or his or her own judgment about them.
11.3 Any opinion, advice, statement, service, offer, or information or content provided or made by any third party on the D-Media Network website, or on any site to which the D-Media Network website is linked, is that of the author or provider, and not of D-Media. D-Media does not endorse and is not responsible for, the accuracy or reliability of, any such opinion, advice, statement, service, offer, information or content.
11.4 Except as expressly set out in any Service Specific Terms (which apply only in relation to the specific service), all warranties, representations, terms, conditions and undertakings, whether implied by statute, common law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose) are excluded to the fullest extent allowed by law.
12. Data Protection
13.1 Clause headings are included in these Terms of Membership for convenience only; they do not affect their interpretation or construction.
13.2 No delay, neglect or forbearance on the part of D-Media in enforcing any provision of these Terms of Membership will be, or be deemed to be, a waiver or in any way prejudice any of its rights.
13.3 If any provision of these Terms of Membership is (for any reason), held to be unenforceable, illegal or invalid in some other way, the unenforceable, illegal or invalid provision will not affect the remainder of these Terms of Membership, and they will continue in full force and effect.
13.5 Each member acknowledges that, in applying for membership of the D-Media Network and it or he or she has not relied on, and in renewing its or his or her membership of the D-Media Network it or he or she will not rely on and has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) except those as expressly set out in these Terms of Membership. This does not limit or exclude D-Media’s liability for any fraudulent misrepresentation made by D-Media.
13.6 No addition to or modification of any provision of these Terms of Membership Terms will be binding on D-Media except an addition or modification contained in revised Terms of Membership posted on the D-Media Network website or, in the case of a particular member, recorded in writing and signed by D-Media’s duly authorised representative.
13.7 If there is any conflict or inconsistency between these Terms of Membership and any Service Specific Terms, those Service Specific Terms will prevail, but only in relation to the specific service or membership benefit and only to the extent necessary to resolve that conflict or inconsistency.
13.8 D-Media may assign its rights against any member and obligations to any member (in whole or in part) to any third party.
13.9 D-Media may give any notice to the member under these Terms of Membership by sending it:
a) by first class post to the member’s registered office or to the member’s address given in the Application for Membership (as changed from time to time by the member giving written notice of that change to D-Media); or
b) by email to the email address of the member’s contact person given in the Application for Membership (as changed from time to time by the member giving written notice of that change to D-Media).
13.10 Each member may give any notice under these Terms of Membership to D-Media by sending it by first class post or email to the membership contact postal address or membership contact email address appearing on the D-Media Network website from time to time.
13.11 Any notice given in accordance with clause 13.9 or 13.10 above will be deemed to have been received 48 hours after posting or when that e-mail is accessible by the intended recipient.
13.12 These Terms of Membership, are governed by and to be construed in accordance with the laws of England. Each member irrevocably agrees to submit and any dispute or claim arising out of or in connection with them or their subject matter to the exclusive jurisdiction of the English Courts. The place of performance of any contract will be England.
D-Media is D-Media Network Limited, a company registered in England, under company number 07335385. Its registered office is at: Camburgh House, 27 New Dover Road, Canterbury, Kent, United Kingdom CT1 3DN.