Terms and Conditions
NOTE: These Terms and Conditions were last updated on July 17, 2021
By visiting the One Sandbox website located at onesandbox.com (the “Site”), a User (as defined below) agrees to and accepts these terms and conditions (“Terms and Conditions”). Each User should review these Terms and Conditions regularly as they may change at any time at TBWA’s sole discretion. If User does not agree to any term or condition, User should not access or otherwise use this Site. As used in these Terms and Conditions (the “Terms”), a “User” means each Vendor (as defined below) and each person who access any part of the Site. The following Terms and Conditions apply to this Site:
- Access to Site. TBWA Worldwide, Inc. (“TBWA”) maintains this Site for User’s information, education and communication. This Site gives User access to information about various vendors and suppliers that are unique in that each one is representing to TBWA pursuant to these that it is owned or controlled by a woman, a veteran, a person with disabilities, a person who identifies as LGBTQ+, and\or an individual who is multicultural (each a “Vendor” and collectively the “Vendors”).
- Accuracy of Site Data. While TBWA uses reasonable efforts to include accurate and up-to-date information on the Site, TBWA makes no representations or warranties as to its accuracy or fitness for use for any specific purpose. TBWA assumes no liability or responsibility for any errors or omissions in the content on the Site including, without limitation, any content provided by Vendors. Further, TBWA assumes no liability or responsibility with respect to any products or services that may be provided to User (or any third party on whose behalf User may act) by any Vendor that User (or any such third party) may contact or contract with via or as a result of using the Site.
- DCMA. If User believes that any content posted by a User on the Site has been copied or otherwise used in a manner that constitutes copyright infringement, User may notify TBWA’s designated agent pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA”). The name and contact information for TBWA’s designated agent for purposes of DMCA are set forth in Section 15. For notice to be valid under DMCA, User must provide the following with respect to User’s claim of copyright infringement:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit TBWA to locate the material;
- Information reasonably sufficient to permit TBWA to contact the complaining party, such as an address, telephone number, and if available, an e- mail address;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Third Party Websites. TBWA may provide hyperlinks or pointers to other websites maintained by third parties or may provide third party content on this Site. Third party content or links to third party websites are provided for User’s convenience and information only and TBWA makes no representation or warranty with respect to any third party content or website. Hyperlinks or pointers to other websites maintained by third parties are not an endorsement of that particular website or third party.
- Ownership. The Site and its content are owned and operated by TBWA. The Site’s content is copyrighted and protected by U.S. and worldwide copyright laws and treaty provisions. In addition, the Site’s content is protected by trademark laws, the laws of privacy and publicity, and communications regulations and statutes. No content may be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way.
- Vendors. Each Vendor must comply with the following additional terms to use and be identified as a Vendor on the Site. The Vendor agrees and acknowledges:
- To provide true, accurate, current and complete information about the Vendor organization as prompted by the Vendor registration form (such information being the “Registration Data”) and maintain such Registration Data to ensure it is accurate, current and complete at all times.
- If a Vendor provides any information that is inaccurate or incomplete, or fails to maintain or update such Registration Data, or TBWA has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, TBWA has the right to remove Vendor’s listing and Registration Data from the Site.
- Vendor will be responsible for all errors, miscommunications and other consequences due to inaccurate, outdated or incomplete Registration Data.
- TBWA does not guarantee that a listing of Vendor’s Registration Data on the Site will generate any business or revenue to Vendor.
- TBWA assumes no liability or responsibility with respect to any contractual obligations between Vendor and any other User of the Site.
- To the extent Vendor is provided a password and account designation to use the Site, Vendor is responsible for maintaining the confidentiality of the password and account; and is fully responsible for all activities associated with use of the password or account. Vendor will (i) immediately notify TBWA of any unauthorized use of Vendor password or account, or of any other breach of security, and (ii) ensure that Vendor exits from its account at the end of each session. Vendor is entirely responsible for all content that is uploaded, posted, emailed, transmitted or otherwise made available by it on the Site using its password or account.
- Registration Data is owned by Vendor and Vendor grants to TBWA a non-exclusive, perpetual and full-paid license to use, copy, distribute, modify, display, and create derivative works of all Registration Data and other content submitted by Vendor to TBWA through the Site, including any logo or other trademarks owned by the Vendor.
- Disclaimer of Warranties. THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). TBWA MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALIITY, COMPETENCY OR ADEQUACY OF PRODUCTS OR SERVICES PROVIDED BY A VENDOR OR AS TO ANY OTHER ASPECT OF A VENDOR’S BUSINESS. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, TBWA DOES NOT WARRANT OR REPRESENT THAT THE SITE OR ANY CONTENT ON THE SITE (A) WILL ALWAYS BE AVAILABLE FOR USE, (B) ARE FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS OR OTHER MALICIOUS CODE, (C) WILL MEET USER’S REQUIREMENTS, (D) DO NOT INFRINGE THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF A THIRD PARTY, (E) WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT ANY DEFECTS THEREIN WILL BE CORRECTED OR (F) WILL BE UPDATED ON A REGULAR BASIS BY THE APPLICABLE VENDOR.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TBWA NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR (A) ANY PERSONAL INJURY, OR (B) ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR COMPUTER CRASHES OR OTHER DENIALS OF SERVICES) ARISING FROM OR RELATED TO USE OF, OR INABILITY TO USE, THE SITE, OR ANY CONTENT THEREON, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR OTHER), AND EVEN IF COMPANY KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification. User, at no additional cost to TBWA, agrees to indemnify, defend, and hold TBWA, its subsidiaries, affiliates, officers, employees, and agents involved, directly or indirectly, in the delivery and operation of the Site, harmless from any and all liabilities and expenses, including, without limitation, attorney’s fees, expenses, costs, judgments, settlements, contract losses, or other costs arising out of or relating to (i) User’s access, use or misuse of the Site, (ii) User’s violation of any rights of a third party (including, but not limited to, infringement of a third party’s intellectual property rights, or rights of privacy and publicity), (iii) any information or any other content submitted by User through the Site, (iv) use of the Site and\or any agreement for products and\or services between any two Users including between a non-Vendor-User and a Vendor-User, and\or (v) a User’s failure to perform any obligations under these Terms.
- Third Party Content. From time to time, TBWA may create new features, or monitor and review discussions, chats, postings, transmissions, bulletin boards and the like on the Site; however, TBWA is under no obligation to do so and assumes no responsibility or liability arising from the content of such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information contained within such locations on the Site. User is expressly prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane materials or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
- Modifications to Service. TBWA reserves the right at any time to modify or terminate the Site with or without notice. User agrees that the TBWA shall not be liable to User or to any third party for any modification or suspension of the Site.
- Governing Law. The Site is controlled by TBWA from its offices in the United States of America. TBWA makes no representation that content or materials in the Site are appropriate or available for use in other jurisdictions. Access to the Site content or materials from jurisdictions where such access is illegal is prohibited. If User chooses to access this Site from other jurisdictions, it does so on User’s own initiative and User is responsible for compliance with applicable local laws. TBWA is not responsible for any law violations. User may not use or export the materials in this Site in violation of U.S. export laws and regulations. Any claims relating to the Site and its content and materials shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of laws. Whenever possible, each provision of these Terms shall be interpreted to be effective and valid under applicable law. If, however, any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder of such provision, or any other provision of these Terms, being prohibited or User agrees that any legal action or proceeding between us for any purpose concerning this Agreement or the parties’ obligations shall be brought exclusively in a federal or state court in New York.
- Amendments. TBWA may revise these Terms by updating this posting. By accessing this Site, User agrees to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms to which User is bound.
- Waiver. TBWA’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. TBWA may assign its rights and duties under this Agreement to any party at any time without notice to User.
- Contact. If User has any questions or desires additional information regarding the Site, any Content or these Terms, or if User desires to contact TBWA for any other reason please email [email protected], or please write to:
TBWA Worldwide Inc.
488 Madison Avenue
New York, NY 10022
Attention: [email protected]