Media Lateral Limited

This Site is intended to be used for commercial and trading purposes and is aimed at media owners and agencies; this Site is not intended to be used by consumers or the general public.

User Agreement

Welcome to MediaLateral.com (the 'Site'), a web site owned and operated by Media Lateral Limited (‘Media Lateral’), that allows media owners and agencies to trade together on a single, secure trading platform designed for the media industry. The following Media Lateral User Agreement (the 'User Agreement') contains part of the terms and conditions for the use of Media Lateral’s Services. The Services to which this User Agreement relates include, but are not limited to, the trading platforms called EsertBuy and EsertSell and all other services that may be provided or offered by Media Lateral. By registering with the Site, a Person is deemed to have accepted and agreed to all of the terms and conditions contained below and incorporated into this User Agreement by reference as if that Person had manually signed the same, and will be deemed to be bound to the same. Media Lateral reserves the right to change, modify, add delete or otherwise amend the User Agreement at any time. Any amendments to the User Agreement will be notified to the users when they subsequently log on to the Site and they will need to accept the revised terms of the User Agreement before being permitted to continue to use the Site.

References in the User Agreement to 'Person' or 'Persons' are references to individuals, partnerships, associations, companies, corporate entities and any other legal persons. References in the User Agreement to 'you' or 'your' are references to each Registered User, Primary Contact and/or Authorised User as appropriate.

Eligibility & Registration

The use of the Site and Services is limited to persons over the age of 18 who can enter into and form legally binding contracts under English law. Media Lateral reserves the right to deny an applicant from registering with the Site, in its sole and absolute discretion, or may make registration with the Site conditional upon the applicant providing a suitable guarantee (for example, a parent company acting as guarantor in respect of all transactions entered into by the subsidiary company).

The Primary Contact of a successful applicant becomes a Registered User and agrees to comply with all its obligations hereunder. It is the duty of the Primary Contact to set up, maintain, update and manage the profile, account(s) and user group of the Registered User that has appointed him or her. The Primary Contact may nominate and grant access rights to individuals who are the agents, employees, officers, directors, consultants, members or partners of the Registered User ('Authorised User(s)'). The Primary Contact shall notify Media Lateral immediately upon the change in the constitution or status of the Registered User or for any changes in the status or capacity of any Authorised Users.

Primary Contacts and Authorised Users will bind the Registered User and the Registered User will be liable to honour any obligations undertaken by any Primary Contact and/or Authorised User. The Registered User must inform Media Lateral immediately of any breach of security or unauthorised use of the account(s). Media Lateral reserves the right to refuse or suspend use of the Site and/or Services to anyone at any time for any reason without notice. Media Lateral will not be liable for any losses caused by the unauthorised use of the account, but you may be liable for other Registered Users' and Media Lateral's losses caused by such unauthorised use, where such unauthorised use results from your negligence.

Access and Use of the Services and Site

Use of the Site is governed by this User Agreement and all of the agreements incorporated herein by reference. Media Lateral provides an internet trading platform that allows buyers and sellers to trade inserts and door drop media through a variety of methods including, but not limited to, an auction style format.

In consideration of registering for an account with the Site, Media Lateral grants permission to each Registered User to use this Site in accordance with the User Agreement provided always that the Registered User complies with the User Agreement.

Media Lateral cannot and does not warrant the accuracy of any information provided by any Registered User of the Site. Media Lateral is in no way associated with or involved in any Completed Transactions between any Buyer and any Seller and does not act as an agent for any Buyer or any Seller. Each Completed Transaction that takes place on the Site may be subject to additional Seller terms and conditions. In the event of any conflict between any Seller terms and conditions and the terms and conditions of this User Agreement, the terms of this User Agreement shall prevail. Media Lateral cannot and does not warrant the ability of any Seller or Buyer to transact.

The Site may contain links to other sites that are not owned by Media Lateral. Media Lateral has no control over and assumes no responsibility or liability for the content, privacy policy or practices of any third party sites. Media Lateral will not and cannot censor or edit the content of any third party site. Media Lateral is not liable for any claims, losses, damages or any other liability arising from any Registered User's use of any third party website, whether by means of following an embedded link within this Site or by accessing the third party site directly. Any third party website will be governed by its own terms and conditions of use.

You agree not to use the Site for any illegal purposes and agree to use it in accordance with all the relevant laws.

You agree not to upload, post on or transmit through the Site any computer viruses, macro viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. You will not use the Site in a manner that may cause the Site to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Site is any way impaired. Undermining the functioning or working condition of the Site or server in any way is strictly prohibited.

You agree that you will not harvest or otherwise collect information about Users or transactions including any personally identifiable information from the Site and that you will not sell any data collected from the Site.

You will not use the Site in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, intellectual property rights, confidentiality rights and privacy rights).

You agree that in the event that you have any right, claim or action against any Registered User arising out of the User's use of the Site, then you will pursue such right, claim or action independently of, and without recourse to Media Lateral, except that if you notify Media Lateral of any abuse of the Site which results in your right, claim or action (for example, you inform us of an offending article which is defamatory of or offensive about you), then Media Lateral shall endeavour to remove, delete, modify or alter (as appropriate) the Material in question and may terminate the offending Registered User's account if appropriate.

Media Lateral reserves the right to stop or delete any transaction on the Site at any time for any reason, at its sole discretion. Media Lateral may also restrict access to certain postings at its sole discretion.

Media Lateral reserves the right to suspend or terminate any account of a Registered User at any time for any reason without notice or explanation. Media Lateral further reserves the right to refuse access and use of the Site to any Person at any time for any reason without notice or explanation.

Transaction Fees

Following conclusion of a Completed Transaction and successful delivery and insertion, invoices will be sent by email by Media Lateral to relevant parties for the relevant charges.

All Completed Transactions placed under EsertBuy will result in a fee to the Buyer from Media Lateral of 4.25% of the traded value on the day of publication, exclusive of any sales taxes.

All Completed Transactions placed under EsertSell will result in a fee to the Seller from Media Lateral of 5.00% of the traded value on the day of publication, exclusive of any sales taxes.

Settlement to take place at the month end following the month in which the insertion took place. In the event that a Buyer or Seller fails to pay the charges to Media Lateral by the Due Date, interest will commence accruing on the day after the Due Date at a rate of 2% above the Lloyds Bank base rate until full payment has been made.

The fees are payable irrespective of any dispute of whatever nature between the Buyer and the Seller. Media Lateral is not liable for fulfillment of any of the contractual obligations as between the Buyer and the Seller.

Bidding Rules

Whichever of the Services is used to conclude a transaction, each Buyer is obliged to pay the price to the Seller and the Seller is obliged to provide the purchased volumes to the Buyer. An auction will only take place if there are a minimum of two Bidders.

The Successful Bidder is the Bidder that places the Winning Bid in any Auction. A Successful Bidder must honour the Winning Bid placed in any Auction and is obligated to complete the transaction with the Seller. By bidding in an Auction, a Buyer agrees to honour all listed terms of sale including, but not limited to, method of payment, appropriate sales tax, and shipping and handling fees. Failing to honour any of a Buyer's obligations may result in the suspension or termination of the Buyer's registration with the Site.

Although it is intended that this Site is open to all media owners and agencies, it is recognised that in some instances a Seller may not be in a position to sell media space to certain Buyers who will be advertising certain products due to possible conflict with other Buyers or their products. In these circumstances the Seller must clearly indicate any restrictions on Buyers and/or advertisements in the description of the auction item.

In the event there are any restrictions on Buyers, and a Buyer makes a Winning Bid despite knowing that their bid is not welcome due to restrictions on Buyers or material which may be advertised in respect of that particular bid, then this bid shall be discounted and the next highest bid shall be deemed to be the Winning Bid.

Save for failure to meet the Reserve Price and subject to Buyer or advertisement restrictions, the Seller is bound to sell an auction item if the Reserve Price is met or exceeded by a bid. In the event that two or more Bidders tie for the highest bid, the Winning Bid shall be awarded to the Bidder who first placed the highest bid. Once an auction has been completed, the auction item(s) subject of the bid shall be removed automatically from the Site.

In the event that a Buyer sees an auction item for sale on the Site and contacts the Seller using a different medium, for example over the telephone, and a Completed Transaction is made off Site and/or offline (an 'Off Site Completed Transaction'), charges will be payable by the Seller to Media Lateral as though the transaction had been concluded on the Site. The Seller is obliged to notify Media Lateral of any Off Site Completed Transaction. Failure to disclose any such Off Site Completed Transaction may result in the Seller's account with the Site being suspended or terminated.

The winning volumes may be less than the total amount bid for by an individual; however the volumes traded will not be less than the minimum volume acceptable for each individual title.

The information gathered will be aggregated to create trends and information

It is incumbent on both buyers and sellers of inserts to communicate the accurate technical specifications of an insert. These specifications must be adhered to by the trading party, failure to do so could result in the inability to insert in the said title. In this instance Media Lateral would still charge the appropriate commission level.

Disclaimer and Limitation of Liability

Media Lateral makes no warranties or representations, whether express or implied, about the truth, accuracy, reliability, current or completeness of the Site's content or the content of any websites linked to this Site and Media Lateral assumes no liability or responsibility for any errors, mistakes or inaccuracies in any content or for any loss or damage of any kind incurred as a result of the use of or reliance upon any content posted, transmitted or otherwise made available via the Site.

Media Lateral does not represent or warrant that content on the Site is virus free, although Media Lateral will take reasonable precautions to prevent the spread of viruses on the Site. Media Lateral assumes no responsibility for any viruses or Trojan horses, or the like, which may be transmitted to or through the Site by a third party. You should exercise caution when accessing, using or downloading any content from the Site and Media Lateral recommends that you use industry recognised software such as anti-virus software to assist in detecting viruses.

Media Lateral will endeavour to provide a venue in which Buyers and Sellers may carry out transactions and otherwise liaise with one another. However, the Site may be temporarily unavailable during Site maintenance or for other reasons. Media Lateral assumes no liability for any interruption or cessation of transmission to or from the Site.

Media Lateral shall not be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Site, the Services, or this User Agreement.

Nothing in this User Agreement shall exclude or limited the liability of Media Lateral for death or personal injury resulting from its negligence or that of its directors, officers, employees, or agents or any other liability which may not be limited or excluded by law.

Indemnity

Each Registered User agrees to indemnify Media Lateral its parent company, subsidiaries, affiliates, officers, directors, shareholders, agents and employees, from any claim or demand made by any third party due to or arising out of any breach by that Registered User of this User Agreement or any agreement incorporated herein by reference, any violation by that Registered User of any law, statute, or regulation, or any violation by that Registered User of any duty to any third party.

Privacy Policy

Acceptance of this User Agreement constitutes agreement to the Media Lateral Privacy Policy which is incorporated herein by reference. Each Buyer or Seller agrees to the terms of the Media Lateral Privacy Policy.

Governing Law and Jurisdiction

The terms in this User Agreement (as amended from time to time) are exclusively governed by and are construed in accordance with the laws of England whose courts will have exclusive jurisdiction in any dispute or any proceedings arising out of or in connection with the terms of this User Agreement.

Severability

In the event that any one or more of the provisions contained in this User Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this User Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it.

Term

This User Agreement shall be effective with respect to Media Lateral and a particular Registered User commencing at the time of registration with the Site and ending at the time Media Lateral or such Registered User shall give notice of termination to the other party to this User Agreement. All of the rights and remedies of Media Lateral under this User Agreement shall survive the termination of this User Agreement.

Notice

Any notice provided pursuant to this User Agreement shall be in writing and shall be deemed received (i) if by mail, three (3) days after posting (ii) if by facsimile transmission, upon electronic confirmation thereof, (iii) if by next day delivery service, upon such delivery, or (iv) if by email, the next day. All notices shall be addressed to the Registered Seller or Registered Buyer at the last address furnished to Media Lateral, or to Media Lateral as follows: Media Lateral Ltd, Second Floor, Aldersgate House, 135-137 Aldersgate Street, London, EC1A 4JA.

Waiver

The waiver or failure of either Media Lateral or a Registered User to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.