Legal · Instrument 02

Terms of Use

Effective: 1 September 2026Issued by: DNG Ops, New Jersey, United States

Please read these terms of use carefully. These terms constitute a legally binding agreement between you and DNG Ops and govern your access to and use of the website located at dngops.com. By accessing, browsing, or otherwise using the site, you acknowledge that you have read, understood, and agree to be bound by these terms in their entirety. If you do not agree to these terms, you must not access or use the site. Your attention is drawn in particular to Article 13 (Disclaimer of Warranties), Article 14 (Limitation of Liability), and Article 16 (Governing Law; Venue; Waiver of Jury Trial).

1.Definitions and Interpretation

1.1In these Terms, the following expressions shall have the meanings ascribed to them below:

(a)“Client Agreement” means any written agreement for the provision of services executed by and between the Company and a client thereof, together with all schedules, statements of work, and amendments thereto;
(b)“Company”, “we”, “us”, and “our” mean DNG Ops, a creative operations firm having its principal place of business in the State of New Jersey, United States of America, together with its partners, successors, and permitted assigns;
(c)“Content” means all text, copy, graphics, images, illustrations, designs, icons, photographs, audiovisual material, data, compilations, software, source code, page layouts, structure, selection, coordination, and arrangement of materials made available on or through the Site;
(d)“Marks” means the trademarks, service marks, trade names, logos, devices, and trade dress of the Company, including without limitation the word mark DNG OPS™ and the aperture device mark;
(e)“Site” means the website located at dngops.com, together with each of its subdomains, pages, and successor uniform resource locators;
(f)“Terms” means these Terms of Use as amended from time to time in accordance with Article 3; and
(g)“you” and “your” mean any natural or legal person who accesses or uses the Site.

1.2The headings in these Terms are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

1.3Words importing the singular include the plural and vice versa, and words importing any gender include every gender.

1.4The expressions “including”, “includes”, and “in particular” shall be construed as being by way of illustration or emphasis and shall not limit the generality of any preceding words.

1.5Any reference to a statute, regulation, or directive shall be construed as a reference to the same as amended, extended, consolidated, or re-enacted from time to time.

2.Acceptance; Capacity; Eligibility

2.1These Terms constitute a binding legal agreement between you and the Company. By accessing, browsing, or otherwise using the Site, you signify your unconditional acceptance of these Terms. If you do not accept these Terms without qualification, you must immediately cease all access to and use of the Site.

2.2You represent and warrant that you have attained the age of majority in your jurisdiction of residence and that you possess the full legal capacity, right, power, and authority to enter into and perform your obligations under these Terms.

2.3Where you access or use the Site on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you are duly authorized to bind such entity to these Terms, and the expressions “you” and “your” shall be construed as referring to such entity.

2.4The Site is directed to businesses and to persons acting in a commercial or professional capacity. It is not directed to consumers, and it is not directed to children.

3.Amendment of these Terms

3.1The Company reserves the right, at its sole and absolute discretion and at any time, to amend, modify, supplement, restate, or replace these Terms in whole or in part.

3.2Any such amendment shall take effect upon publication of the amended Terms on the Site, and the Effective Date appearing at the head of this instrument shall be updated accordingly.

3.3Your continued access to or use of the Site following the publication of amended Terms shall constitute your acceptance thereof. It is your responsibility to review these Terms periodically.

4.Nature of the Site; Absence of Offer

4.1The Site is furnished for general informational and promotional purposes only and describes services that the Company may offer from time to time.

4.2Nothing contained on the Site shall constitute, or be construed as constituting, an offer capable of acceptance, a binding commitment, a solicitation, or legal, financial, marketing, or other professional advice of any nature whatsoever.

4.3No fiduciary, advisory, agency, partnership, joint venture, or employment relationship is created, nor shall any such relationship be implied, by reason of your access to or use of the Site or by reason of any communication passing between you and the Company prior to the execution of a Client Agreement.

4.4The Company may modify, suspend, restrict, or discontinue the Site or any part thereof at any time, without notice and without liability to you.

5.Third-Party Data; Absence of Performance Representation

5.1Certain statistical, market, and industry data appearing on the Site has been obtained from third-party sources, which sources are identified on the Site. The Company has not independently verified such data and makes no representation or warranty as to its accuracy, completeness, currency, or fitness for any purpose.

5.2Such data describes general conditions prevailing in the advertising and apparel industries. It does not describe, and shall not be construed as describing, results attained by the Company or results attainable by any client thereof.

The company makes no representation, warranty, guarantee, projection, or undertaking of any kind, whether express or implied, as to the return on advertising spend, revenue, profit, conversion rate, click-through rate, impression volume, or any other commercial or financial outcome that any person may achieve. Any such outcome depends upon factors outside the company’s control, including without limitation the client’s products, pricing, margins, inventory, brand equity, media budget, and the policies and algorithms of third-party advertising platforms. The company’s obligations, if any, are limited to those expressly set forth in a duly executed client agreement.

6.Indicative Pricing; No Binding Quotation

6.1Any fees, rates, retainer amounts, onboarding charges, asset volumes, turnaround times, or scope descriptions displayed on the Site are indicative only, are stated as at the Effective Date, and are subject to variation or withdrawal at any time without notice.

6.2No price, fee, or commercial term shall become binding upon either party unless and until the same is set forth in a Client Agreement duly executed by authorized representatives of both parties.

6.3In the event of any conflict, ambiguity, or inconsistency between the Site and a Client Agreement, the Client Agreement shall prevail and govern to the extent of such conflict.

7.Intellectual Property Rights

7.1All right, title, and interest in and to the Site and the Content, including all copyright, database rights, design rights, rights in trade dress, and all other intellectual property rights subsisting therein anywhere in the world, are and shall remain the exclusive property of the Company and its licensors.

7.2The Content is protected by the copyright laws of the United States, by international copyright treaties and conventions, and by other applicable laws. The compilation, selection, coordination, and arrangement of the Content constitutes a protected work in its own right.

7.3Subject to your continuing compliance with these Terms, the Company grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and view the Content solely for your personal use or internal business evaluation.

7.4Save as expressly provided in Clause 7.3, all rights in and to the Site and the Content are hereby expressly reserved to the Company. No right or license is granted by implication, estoppel, or otherwise.

7.5For the avoidance of doubt, ownership of work product produced by the Company for a client is governed exclusively by the applicable Client Agreement and not by these Terms. Under such agreements, title in final deliverables vests in the client upon payment in full, and the Company retains only the right to reproduce and display such work for portfolio and promotional purposes.

8.Trademarks and Service Marks

8.1The Marks are the trademarks and service marks of the Company. An application for federal registration of the word mark DNG OPS is pending before the United States Patent and Trademark Office. Nothing herein shall be construed as a representation that any Mark is a registered trademark.

8.2You may refer to the Company by name in the ordinary descriptive manner, including in journalism, commentary, review, and comparative reference, provided that such use is truthful, is not likely to cause confusion, and does not suggest sponsorship, affiliation, approval, or endorsement by the Company.

8.3You shall not use, register, or seek to register any Mark, or any mark confusingly similar thereto, as or as part of a trademark, service mark, trade name, corporate name, domain name, social media handle, or keyword advertising term.

8.4All other names, marks, and logos appearing on the Site are the property of their respective proprietors. Reference to a third-party platform or service is made solely for the purpose of describing the media environments in which the Company works and does not constitute or imply any partnership with, endorsement by, or affiliation with the proprietor thereof.

9.License and Restrictions on Use

9.1You shall not, and shall not permit or procure any third party to:

(a)reproduce, duplicate, copy, republish, distribute, publicly display, publicly perform, sell, rent, license, sublicence, or otherwise commercially exploit the Site or the Content, in whole or in part;
(b)create derivative works based upon the Site or the Content, or adapt, translate, or modify the same;
(c)remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing on the Site;
(d)access, crawl, scrape, index, harvest, or extract the Site or the Content by any automated or systematic means, save for indexing by a bona fide public search engine acting in accordance with the directives set forth in the Site’s robots.txt file;
(e)employ any robot, spider, scraper, headless browser, or other automated agent in a manner that imposes an unreasonable or disproportionate load upon the Company’s infrastructure;
(f)attempt to gain unauthorised access to the Site, to any server or network upon which it is hosted, or to any account, system, or data connected therewith;
(g)probe, scan, or test the vulnerability of the Site or breach or circumvent any security or authentication measure;
(h)interfere with, disrupt, or impair the operation, integrity, or availability of the Site, including by the transmission of any virus, worm, or other malicious code;
(i)use the Site or any information obtained therefrom to transmit unsolicited commercial communications to the Company or to any other person;
(j)use the Site to develop, train, or benchmark any product or service competitive with those of the Company; or
(k)use the Site for any unlawful purpose or in contravention of any applicable law, regulation, or these Terms.

9.2The Company reserves the right to investigate any suspected breach of this Article and to take such action as it considers appropriate, including denial of access, referral to law enforcement, and the pursuit of civil remedies.

10.Reservation of Rights; Text and Data Mining

10.1The Company hereby expressly reserves all rights in the Content in respect of text and data mining, web scraping, and any analogous act of reproduction or extraction undertaken for the purpose of developing, training, fine-tuning, evaluating, or otherwise improving any machine learning model, artificial intelligence system, large language model, or generative system.

10.2This reservation is made pursuant to and for the purposes of Article 4(3) of Directive (EU) 2019/790 of the European Parliament and of the Council on Copyright and Related Rights in the Digital Single Market, and pursuant to every analogous right, exception, or reservation available under any other applicable law.

10.3No such act may be undertaken in the absence of the Company’s prior express written authorization, and the presence of a Mark, a robots.txt directive, or a machine-readable signal shall not be construed as granting any such authorization.

11.Third-Party Sites and Services

11.1The Site contains hyperlinks to websites, resources, and services operated by third parties, including without limitation the Company’s scheduling page and the third-party research sources cited on the Site.

11.2Such websites, resources, and services are neither owned nor controlled by the Company. The Company assumes no responsibility for the content, accuracy, legality, availability, security, or privacy practices thereof, and the inclusion of any hyperlink shall not constitute an endorsement, sponsorship, or recommendation.

11.3Your access to and use of any third-party website, resource, or service is undertaken entirely at your own risk and is governed by the terms and policies of the operator thereof.

12.Unsolicited Submissions

12.1The Company does not solicit, and requests that you do not transmit to it, any confidential or proprietary idea, concept, creative work, business proposal, or other material otherwise than pursuant to a written agreement executed in advance.

12.2Where, notwithstanding Clause 12.1, you transmit any such material to the Company, you agree that the same shall be deemed non-confidential and non-proprietary, and you grant to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, and distribute the same for any purpose and without obligation, attribution, or compensation to you.

12.3You represent and warrant that you possess all rights necessary to grant the foregoing license and that the material transmitted does not infringe the rights of any third party.

13.Disclaimer of Warranties

The site and the content are provided on an “as is” and “as available” basis, with all faults and without warranty of any kind.

To the fullest extent permitted by applicable law, the company hereby expressly disclaims all warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or arising from course of dealing, course of performance, or usage of trade, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement.

Without limiting the generality of the foregoing, the company does not warrant that the site will be uninterrupted, timely, secure, or error-free; that any defect will be corrected; that the site or the servers upon which it is hosted are free of viruses or other harmful components; or that any content is accurate, complete, reliable, or current.

No advice or information, whether oral or written, obtained by you from the company or through the site shall create any warranty not expressly stated herein.

13.1Certain jurisdictions do not permit the exclusion of implied warranties. To the extent that any such exclusion is prohibited, the foregoing exclusions shall apply to the maximum extent permitted by the law of that jurisdiction, and the remainder shall continue in full force and effect.

14.Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the company, its partners, agents, or licensors be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage whatsoever, or for any loss of profit, revenue, business, anticipated saving, goodwill, reputation, opportunity, or data, however arising and whether in contract, tort (including negligence), breach of statutory duty, strict liability, or otherwise, and whether or not the company has been advised of the possibility of such loss or damage.

To the fullest extent permitted by applicable law, the aggregate liability of the company arising out of or in connection with these terms or your use of the site, from all causes of action and under all theories of liability, shall not exceed one hundred united states dollars (usd 100.00).

The foregoing limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy and shall survive termination of these terms.

14.1Nothing in these Terms shall operate to exclude or limit any liability which cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for death or personal injury resulting from negligence.

14.2Certain jurisdictions do not permit the exclusion or limitation of incidental or consequential damages. To the extent that any such exclusion or limitation is prohibited, the same shall apply to the maximum extent permitted by the law of that jurisdiction.

14.3The limitations set forth in this Article govern your use of the Site only. The Company’s liability to a client in respect of services rendered is governed exclusively by the applicable Client Agreement.

15.Indemnification

15.1You agree to indemnify, defend, and hold harmless the Company and its partners, agents, and licensors from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and disbursements) arising out of or in connection with: (a) your access to or use of the Site; (b) your breach of these Terms; (c) your violation of any applicable law or of the rights of any third party; or (d) any material transmitted by you to the Company.

15.2The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting all available defenses. You shall not settle any such matter in a manner that imposes any obligation upon the Company without its prior written consent.

16.Governing Law; Venue; Waiver of Jury Trial

16.1These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.

16.2The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the State of New Jersey and waive any objection to the laying of venue therein, including any objection on the grounds of forum non conveniens.

16.3The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Each party hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these terms or the site.

17.Informal Resolution; Limitation of Actions

17.1Prior to commencing any proceeding, the party asserting a claim shall give written notice of such claim to the other party and shall negotiate in good faith for a period of not less than thirty (30) days with a view to resolving the same.

17.2To the fullest extent permitted by applicable law, any cause of action arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues, failing which it shall be permanently barred.

18.Notices

18.1Notices to the Company shall be given in writing to grigori@dngops.com and shall be deemed received upon acknowledgement by the Company.

18.2The Company may give notice to you by any means reasonably calculated to reach you, including by posting on the Site. You consent to receive communications from the Company in electronic form and agree that such communications satisfy any legal requirement that a communication be in writing.

19.Copyright Complaints

19.1The Company respects the intellectual property rights of others. If you believe in good faith that material appearing on the Site infringes your copyright, you may give written notification to grigori@dngops.com.

19.2Such notification should include: (a) a physical or electronic signature of the owner or a person authorized to act on the owner’s behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information sufficient to locate it; (d) your contact details; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on the owner’s behalf.

20.General Provisions

20.1Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect, and the severed provision shall be replaced by a valid provision most nearly reflecting the original intention of the parties.

20.2No waiver. No failure or delay by the Company in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise. A waiver is effective only if given in writing.

20.3Assignment. You may not assign, transfer, charge, or otherwise deal with these Terms or any rights hereunder without the Company’s prior written consent. The Company may assign or novate these Terms without restriction, including in connection with a merger, reorganisation, or sale of assets.

20.4Entire agreement. These Terms constitute the entire agreement between you and the Company with respect to the Site and supersede all prior or contemporaneous understandings, whether written or oral, relating thereto. Nothing in this clause limits liability for fraudulent misrepresentation.

20.5Survival. Articles 7, 8, 12, 13, 14, 15, 16, 17, and 20 shall survive any termination or expiry of these Terms.

20.6No third-party beneficiaries. Save as expressly provided, no person who is not a party to these Terms shall have any right to enforce any provision hereof.

20.7Force majeure. The Company shall not be liable for any failure or delay in performance attributable to any cause beyond its reasonable control, including act of God, act of government, network or hosting failure, or industrial action.

20.8Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and the Company.

20.9Language. These Terms are drawn up in the English language. In the event of any translation, the English text shall prevail.

21.Contact

21.1Enquiries concerning these Terms should be addressed to DNG Ops at grigori@dngops.com or by telephone to (609) 200-1769 during the hours of 11:00 to 13:00 and 16:00 to 18:00 Eastern Time on business days.