Publisher Terms

This Publisher agreement is made by and agreed to between Audiate and you ("Publisher" or "You"), the party submitting an application to become AUDIATE.ME's Publisher. The terms and conditions contained in this Agreement apply to your participation in AUDIATE.ME's Publisher program accessible here or through other websites or applications AUDIATE.ME may make available (“AUDIATE.ME Publisher" or "Service").

From time to time, the parties may negotiate and execute Insertion Orders (“IOs”) under which Publisher will deliver Advertiser's Media to consumers and users for and on behalf of AUDIATE.ME’s third party advertisers (each such third party an "Advertiser"). Each IO shall constitute a separate contract between the parties, which contract shall be deemed to incorporate and include the terms and conditions set forth in this Agreement. For the purposes of each such contract, the term "Agreement" shall refer both to the terms and conditions set forth herein and the additional terms and conditions set forth in the applicable IO. In the event of a conflict between any terms of an IO and this Agreement, this Agreement shall prevail except where the specific section of this Agreement referenced for modification and the IO is signed by an authorized representative of both parties.

For terms related to AUDIATE.ME’s Audio Features (incorporated herein as a Service), please refer to section 15 of these terms.

 

1.Enrollment as an AUDIATE.ME Publisher

  1. Participation in AUDIATE.ME Publisher. To participate in AUDIATE.ME Publisher you may be required to submit an application form on our website. You must accurately complete the application to become a Publisher (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Publisher Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason. You must be at least eighteen (18) years of age to register as a Publisher. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal authority to bind such business entity to this Agreement. Your assent to the terms, representations and warranties contained within this Agreement creates a legally binding and enforceable contract between you and AUDIATE.ME. If you do not agree to this Agreement, in its entirety, you are not authorized to register as a Publisher or use the AUDIATE.ME Publisher in any manner, whatsoever.

  2. Participation in Offers. During the term of this Agreement, offers from AUDIATE.ME or its Advertisers may be presented via the AUDIATE.ME Publisher ("Offer"). The Offer includes all relevant terms (including but not limited to the offer Payout, or approved placement, tracking requirements, tracking period). After registering, Publisher may enter console dashboard and select Offers to embed on its Publisher Website, as defined hereinafter. Such Offers may link to a specific website for that particular Advertiser Program. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

  3. Acceptance by Advertiser.  After Your submitting an application or participating in an Offer, the Advertiser is able to accept or reject Your participation in its program ("Advertiser Program"). Upon such specific approval by such Advertiser for acceptance into its Advertiser Program (whether automatic or manual), Advertiser's Media, creatives and its URL link (which may not be modified in any way) may be added to the Advertiser Program and You may display (and remove) Links to Advertiser’s Media in accordance with the Advertiser’s Program terms and this Agreement. An Advertiser’s acceptance of You extends only to the entity, or individual, that entered into this Agreement with AUDIATE.ME. You may not embed any Advertiser Link, Media or other campaign information in any website not specifically approved by AUDIATE.ME (or the Advertiser via the Advertiser Program). Failure to comply with this (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of the date of Your termination.

2.AUDIATE.ME’s Services

  1. The AUDIATE.ME Publisher. AUDIATE.ME provides the AUDIATE.ME Publisher and the Media is provided by the Advertiser who assumes sole responsibility for its accuracy, Offer and content. The Media is made available to approved Publishers by AUDIATE.ME Publisher. The Media may also include a Link to the Advertiser’s URL where a Visitor who is directed to the Advertiser’s URL may perform a specified action. Completed actions are monitored and tracked by the Service to the Publisher. AUDIATE.ME will pay Publisher for each Authorized Transaction the Payout amount as defined in the respective Offer's description in accordance with the terms of this Agreement.

  2. The Media. The AUDIATE.ME Publisher enables Publishers to embed Media on their Website. You acknowlAudiate.me that the embedding of the Media (via the Tag, other link or embed option) on Your website, may affect the functioning (loading, speed, or other function) of the Website. The Publisher acknowledges that AUDIATE.ME does not constantly control all Media and the respective links, as Advertisers can change creatives or landing pages at their discretion.

  3. Advertiser's Program Terms.  Advertisers may change any Payout rate at any time and the amended Payout rate shall be automatically updated within the Service.

  4. Certain Offers may not be displayed in Your Offer wall, as may be determined by the Advertiser or AUDIATE.ME at their sole discretion. In addition, You may request certain Offers (or certain Advertisers) to be removed from display on Your, or your Publishers dashboard. Such requests should be submitted to Your account manager and may be approved or rejected at their discretion.

3.Publisher Account and Information

  1. Publisher Websites. You agree to provide AUDIATE.ME and the Advertiser with accurate information about the Website (including URL) or mobile application that shall be used to distribute the Media ("Publisher Website"). Approval of the Publisher Website shall be provided at AUDIATE.ME’s and/ or Advertiser's sole discretion. You further agree that you will not perform any of the Prohibited Uses and Prohibited Contents detailed below. AUDIATE.ME shall have the sole discretion in determining whether any Prohibited Use or Prohibited Content had occurred and the result thereof, as detailed below.  All Publishers that maintain their own networks and intend to broker the Offers through their network need prior written approval from AUDIATE.ME. In case approval is granted, Publisher agrees to place the Links in its Publisher network (the "Network") for access and use by those publishers in the Network (each a "Third Party Publisher"). Publisher agrees that it will expressly forbid any Third Party Publisher to modify the Links in any way. Publisher agrees to maintain its Network according to the highest industry standards. Publisher shall not permit any party to be a Third Party Publisher whose website or business model involves content containing Prohibited Content. All Third Party Publisher must be in good standing with Publisher. Publisher must require and confirm that all Third Party Publishers affirmatively accept, through verifiable means, terms at least equivalent to those in this Agreement prior to obtaining access to the Links and/or Advertiser's Media. Publisher shall promptly terminate any agreement with a Third Party Publisher who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Publisher with respect to the Service, the Links and/or Advertiser's Media, Publisher shall promptly disclose to AUDIATE.ME the identity and contact information for such Third Party Publisher. Publisher shall promptly remove any Third Party Publisher from the AUDIATE.ME Publisher and terminate their access to future Offers upon written notice from AUDIATE.ME and shall forfeit any amounts due to Publisher. Publisher shall remain solely liable for all acts or omissions of any Third Party Publisher.

  2. Accurate, Up-to-Date Information. You agree to provide AUDIATE.ME and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date Account information (such as contact information, Websites used, payment information, payee information, etc.).

  3. Account Security. After accepting Your application to participate at the AUDIATE.ME Publisher, as part of the registration process, You may be required to select a username and password combination that You use to access Your Publisher area within the Service. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You are aware that AUDIATE.ME may rely on any data, notice, instruction or request furnished to it by You. You shall notify your Account manager at AUDIATE.ME of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by AUDIATE.ME and referral to the appropriate law enforcement agencies.

  4. Account access. In order to provide you with fast and easy access to Your Account, AUDIATE.ME may place a cookie (a small text file) on any computer from which You access the Service. When you revisit AUDIATE.ME, this cookie enables us to recognize you as the account holder and provide you with direct access to Your Account without requiring You to re-enter Your password or other identification information. You are responsible for maintaining the confidentiality of Your Account number and password and for restricting access to your computer. You shall not modify, change or delete the Tag and/ or Link provided to you, which includes your Publisher and/ or Sub-Publisher ID. Changing any portion of this information will impact your Payouts and may result in termination of your participation in the Service and forfeiture of Payouts earned.   

  5. Restrictions on Offensive or Illegal Use. AUDIATE.ME is committed to a legal, safe, friendly and equal environment. AUDIATE.ME strictly prohibits the use of AUDIATE.ME Service or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the AUDIATE.ME or Services to create, edit, post, link to or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the right to privacy or any other illegal, offensive or inappropriate content. AUDIATE.ME reserves the right, on its sole discretion, to remove any content which deems to be illegal, offensive or inappropriate and to take action against the user, including, but not limited to, stopping the service.

  6. Account Suspension. In any event that AUDIATE.ME suspects You violated any of the provisions of this Agreement, it shall have the right, in addition to other remedies available to it under any applicable law and under this Agreement, at its sole discretion, to immediately suspend Your Account without prior notice, forfeit any amounts due to You and impose penalties. 

4.Payments

  1. Tracking Transactions and Payouts. AUDIATE.ME shall determine (where possible) actual Payouts that should be credited to Your Account. Payouts shall be determined based on the information tracked by AUDIATE.ME and/or provided to AUDIATE.ME by the Advertiser for completed, non-charged back or non-fraudulent Authorized Transactions and the Offer rates using your Publisher ID. All Payouts are determined by the AUDIATE.ME reporting servers and systems and all Payouts made, unless otherwise agreed in writing, shall be based solely on the Payout determined by AUDIATE.ME and shall be deemed final. AUDIATE.ME may make additional adjustments at the end of the month to reflect actual Payouts. If you have any questions or disputes regarding your month’s expected Payout amount, all inquiries must be sent to your account manager no later than 7 days following the end of the month, after which time, the reported Payout shall be deemed final. Your Payout information shall be available for your viewing via Your Account (note: Payout information as shown on Your Account are shown for illustrative purposes and are approximate). Payout amounts are deemed final by AUDIATE.ME once an invoice for that month has been released and viewable in Your Account. Manual adjustments may be made from time to time on Your Account to reflect any Transactions not credited in Your Account or if deductions need to be made from Your Account. AUDIATE.ME reserves the right to review any and all Payout earned or made for a period of up to twelve-months in arrears and to make any adjustment against future or pending Payouts if there is any, low performance, fraudulent or suspicion of fraudulent activity or Transactions found in Your Account.

  2. Access to Tracking and Reporting Tools. AUDIATE.ME shall provide You with access to tracking and reporting tools, and to support services. Tracking detail regarding Visitor Transactions may not be available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. AUDIATE.ME shall not be liable for any delays, inaccuracies or downtime of reporting services.

  3. Payment Rules and Procedures. Payments to Publishers are currently made when Your Account reaches the Minimum Account Balance. Please review the Payment options, fees and method minimums in your Account for further details. All Transactions may be subject to a transaction fee by AUDIATE.ME. You hereby agree to receive emails and notifications from our Payment Partner and acknowlAudiate.me that Payment Information, provided to AUDIATE.ME for purposes of facilitating Your payment, shall be provided to AUDIATE.ME Payment Partner. You hereby authorize AUDIATE.ME to submit such information to the required parties or AUDIATE.ME Payment Partners.

  4. Facilitating Payment of Payouts. Subject to other provisions in this Agreement, AUDIATE.ME shall credit Your Account with a Payout for each Authorized Transaction in accordance with the Advertiser’s Payout rate and Advertiser's Program terms for the relevant Transaction. Failure to provide valid Payment Information and otherwise comply with AUDIATE.ME's deadlines as provided below, may delay payment to You. AUDIATE.ME shall not be liable for any payment delays. 

    1. Payment Information. AUDIATE.ME shall use the Payment Information for facilitating Payouts payments.  Your complete and valid address information is required in order to complete Payment. Failure to complete a valid address may result in the Payment being delayed, deferred or rejected. Any fees incurred by such incorrect information shall be reduced from Your Account. Compliance with all anti-money laundering is required and Payment must be made to an account located in the same country of domicile/ registration as entered in the address information.

    2. Submission of Invoices. If applicable by local law, you may be required to submit an invoice directly to AUDIATE.ME for the month’s Transactions and commissions earned before any Payout may be made. Invoices should comply with Your VAT requirements (if any) and be provided in the accepted currency (using the applicable month’s average USD to accepted currency rate).

    3. Payouts Schedule. The schedule of providing Payouts is as follows:

      1. In Your Account, under the Payments tab, you will find the list of unpaid amounts due to You. You must approve the invoice in Your Account for each unpaid amount by the Invoice Deadline. Invoices that are not approved in Your Account (by the Invoice Deadline) shall not be processed in the next payment cycle. Unapproved past invoices may be approved in subsequent months and such payment shall be made in the next payment cycle, after such approval.

      2. All information regarding Payout Schedule may changes subject to AUDIATE.ME (and based on AUDIATE.ME’s receipt of final reporting numbers from the Advertisers). The schedule herein is for illustration to Publisher to explain the process. Certain campaigns may be paid under different payment terms and such terms shall be notified to you or shall be displayed under the campaign details

      3. 15th of the following month (subject to ‎section 2 below)

      4. Payout Processing

        1. Within 7 days from release of invoices, but not later than the 5th of the following month

        2. Invoice Approval Deadline (and submission of valid invoice, if required)

        3. Usually within 30 days from the end of the month which the activity occurred the month

        4. Final Payout Information Available for Invoice Approval

      5. Tax liability. You shall be required to complete and execute the applicable tax form for payment. Tax forms are available via payment option in Your Account, please consult your tax advisor for all tax matters. AUDIATE.ME shall bear no liability for incorrect tax form submission. In addition, any information provided by AUDIATE.ME, regarding any Advertiser or Publisher or any other information, shall not be deemed tax legal advice.

      6. Payment Cycle. Provided (i) Your Account balance exceeds the Minimum Account Balance and the minimum balance required for Your Selected Payment Method; and (ii) You have submitted an approved invoice to AUDIATE.ME by the Invoice Deadline, then by the Payment Date, AUDIATE.ME shall process Your Payout (including any adjustments and less any withholding taxes, if applicable) by the Selected Payments Method. Please be aware the Payout amount is subject to adjustments by AUDIATE.ME, as may be required by the Selected Payment Method and any applicable fees. Selected Payment methods are available based on Your country (as selected in Your address information). Some Payment methods may not be available in Your country and are subject to change based on Payment Partner or Payment processor.

      7. In the event that Your Payout does not reach the Minimum Account Balance for said month, or You did not approve the invoice by the Invoice Deadline, the unpaid Account balance shall be added to the following month’s Transactions and Payout to the Publisher shall be made on the next Payment Cycle.

      8. ME shall have no obligation to make payment of any Payouts for which AUDIATE.ME has not received payment from the relevant Advertiser of all monies due to AUDIATE.ME (including for all Payouts owed by such Advertiser to all of such Advertiser’s Publishers) or for Payouts determined by Advertiser as fraudulent or otherwise unacceptable or for Charge-backs or other non-collected amounts for any reason. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and AUDIATE.ME disclaims any and all liability for such payment.

      9. Acceptable currencies. You may elect to receive Payouts in any of the currencies that AUDIATE.ME supports (as may be amended by AUDIATE.ME or Payment Partner). The conversion rate shall be determined in accordance with AUDIATE.ME’s operating standards. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by AUDIATE.ME, shall be final and binding on You.

      10. Charge-backs. An Advertiser and/ or AUDIATE.ME may apply a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of: (i) product returns, cancellations or other voided transactions (as may be defined in the Advertiser Terms of Use); (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; (v) under performance of an Advertiser campaign or low conversion rate, or (vi) Publisher failure to comply with Advertiser’s Program terms or other agreement with Advertiser (each, “Charge-back”). Charge-backs may be applied to Your Account at any time, including previous payment cycles. AUDIATE.ME, at its sole discretion, may choose to offset such debit amount by deducting it from Payouts of any other current or future campaign Payouts.

      11. Dormant Accounts. If Publisher’s Account has not been credited with a valid, compensable (non-charged-back) Transaction (in excess of $0.10 of earned Payout in each month) during any rolling, six consecutive calendar month period (“Dormant Account”), a dormant account fee (up to Your full Account Balance) may be applied to Publisher’s Account by AUDIATE.ME at any time and at its sole discretion and at which time the Account may be deactivated. Transactions will also not be counted if the Transaction subsequently becomes a Charge-back.

5.Prohibited Uses  

Failure to comply with each of the following Prohibited Uses of Links or websites (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination:

  1. You may not place Links to any Media in third party newsgroups, message boards, messaging services, blogs, email distribution methods and other types of spam, link farms, counters, chatrooms, or guestbooks, unless specifically approved by AUDIATE.ME in writing.

  2. You may not (a) place the Links on your Publisher Website where the Media appears more than twice on that web or landing page (placing the Link on your Website multiple times or using other deceptive means such as, but not limited to, use of hidden ads or iframes, auto-refreshing, is considered to be fraudulent activity and prohibited acts under this Agreement; (b) use the Tag or other Media tag as a fallback advertisement to your Website, without the expressed written consent from AUDIATE.ME; (c) modify your Publisher ID or Sub-Publisher ID.

  3. Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser or Media from the Link. You shall not cause any Transactions that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames or any other method to fraudulently generate Transactions. Multiple actions from the same individual, entity or IP address may be considered non-bona fide Transactions. For non-incentivized Offers, Transactions resulting from a conversion rate ("CR") which is higher than the common customary rate as may be determined by AUDIATE.ME. AUDIATE.ME, at its sole discretion may adjust such transactions as non-bona fide Transactions and the number of Authorized Transactions used in the calculation of Payouts

  4. None of Your promotional activities nor content on your Publisher Website may infringe any of the Advertiser’s, or AUDIATE.ME's, or any third party’s proprietary rights (including but not limited to trademark, copyright rights and copyright piracy).

  5. Promotional Methods. You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws (both US and international) and/ or regulations that govern email marketing and/or communications. You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop ups/unders are acceptable on a first party basis only when triggered by Your Publisher Website content /site visit or by downloadable software applications for which You are the owner/operator. Pop ups/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results and must comply with downloadable software installation requirements and end-user agreement requirements.

  6. Security Violations. You are prohibited from violating or attempting to violate the security of the AUDIATE.ME Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with AUDIATE.ME Services to any user, including, without limitation, via means of submitting a worm, viruses or other harmful, disruptive or destructive files, code or programs to the AUDIATE.ME, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of AUDIATE.ME security may result in civil or criminal liability. AUDIATE.ME may investigate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this Service.

6.Prohibited Sites/Content

  1. You represent to AUDIATE.ME that all Content and Publisher Websites You provide to the Service or use as part of the Service: (i) is solely and fully owned or managed by You or provided by You with the express authority of the company You represent; (ii) you will not post, disseminate or transmit any content that you do not have the right to disseminate or transmit under law, or contractual or fiduciary relationships.

  2. None of Your Publisher Websites may contain any Prohibited Content as described in the AUDIATE.ME Quality Standard Guidelines (below) as may be updated. Failure to comply with any of the provisions of the AUDIATE.ME Quality Standard Guidelines may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination.

  3. Your site should contain original content. Sites that have been copied and/or ripped from other sources are not allowed.

  4. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish or use as part of the Service any content, or Website that includes content, as detailed above in this Section ‎

  5. As AUDIATE.ME may not review all information provided by You, You shall remain solely and fully responsible for Your content and Website.

7.Publisher Obligations to AUDIATE.ME

  1. Personally Identifiable Information of Visitors. You are obliged not to enable the Tag or Tracking Code (as provided by AUDIATE.ME) to collect personally identifiable information of Visitors that would allow AUDIATE.ME to personally identify Visitors.

  2. You must conspicuously post Your privacy policy on Your Website and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including AUDIATE.ME’s tracking technology, use of cookies and options for discontinuing use of such cookies. In addition to full compliance and acceptance of our  Privacy Policy (which is incorporated herein into this Agreement and can be found at: https://www.Audiate.me/privacy-policy and the Data Transfer Agreement https://www.Audiate.me/data-transfer-agreement, whose locations may change), at all times during the terms of this Agreement, the following provisions are hereby agreed:

    1. You agree: (i) to comply with all Applicable Data Protection Laws; (ii) to make sure you comply with all terms of AUDIATE.ME's End-User Privacy Policy; and (iii) to conspicuously display, maintain, and make readily accessible to end users, a privacy policy that complies with all applicable laws as may be amended from time to time.

    2. ME reserves the right to change the required privacy disclosures as mandated by law including self-regulation or practice, upon written notice to its customers.  You agree to cooperate to implement such revised disclosure or such other disclosure as required by AUDIATE.ME, or AUDIATE.ME has the right to terminate if not cured after notice of breach.

  3. Applicable Codes and Code Maintenance. In order for AUDIATE.ME to record the tracking of Visitors’ Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain the necessary Tracking Code within the Advertiser’s Links. Ad Content must be in an AUDIATE.ME Publisher compatible format.

  4. With respect to the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR") and the California Consumer Privacy Act of 2018 (the “CCPA”), the parties agree to comply with all applicable laws and the Data Transfer Agreement shall be incorporated into and shall be an integral part of this Agreement.

  5. You represent that: (i) have the full right, authority, permissions, approvals and consents, including from End-Users (if applicable) pursuant to any applicable law, to access, store, collect, analyze, use and process, and allow AUDIATE.ME to do the same, personal or non-personally identifiable data (collectively, “End-User Data”) in connection with the Services and the Campaign and in accordance with the terms of this Agreement; (ii) You maintain a privacy policy on Your Publisher Websites that informs End-Users of the types of information (personal and non-personal information collected), the third-parties (including AUDIATE.ME) that receive such End-User Data, explanation on the uses of the End-User Data and details on how End-Users can delete or opt-out of the collection of their data; (iii) the accessing, storage, collection, analysis, use and processing by AUDIATE.ME of End-User Data, does not and will not infringe any third party’s rights; (iv) the Services (and any content therein, including without limitation, the Content Text, as defined below) do not and will not infringe upon any intellectual property rights, rights of publicity, privacy or data protection rights of any third party and will not contain, promote, include or advertise any information or content (including without limitation any text, sound, data photo or image) and/or product which is and/or which contains the content restrictions set forth in Section 6 or the AUDIATE.ME Quality Standard Guidelines.

8.Proprietary Rights

  1. Limited License, Permitted Uses. You are granted a non-exclusive, non-transferable, non-perpetual, revocable license to:

    1. access and use AUDIATE.ME Publisher strictly in accordance with this Agreement and with any agreement executed between you and us.

    2. use the AUDIATE.ME Publisher solely for internal, personal, non-commercial purposes.

  2. Restrictions on Use that Infringes Copyright. AUDIATE.ME is committed to protect copyright and intellectual property rights of creators and owners of content or software. By using the Service, You agree to strictly follow copyright law and agree not to use the Service in any manner which might be in conflict with others' rights. You should not, in any case, infringe any copyright (including but not limited to copyrighted images, videos, translation material, works, logos, products, music, text, etc.) in use of the Service. The Service and technology utilized by AUDIATE.ME to operate the Service (including but not limited to the AUDIATE.ME Audio Features), or any part thereof), contain copyrightable materials, graphics, text, images, users, leads ,specifications, methods, procedures, information, know-how, algorithms, data, inventions, patents and patent applications (whether registered or not), technical data, interactive features, source and object code, files, interface and trade secrets of the AUDIATE.ME or its partners or other third parties. For the purposes herein (between You and AUDIATE.ME), all such material are AUDIATE.ME Assets and are owned and/or licensed to AUDIATE.ME and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions. To the extent the rights to any such AUDIATE.ME Assets are held by You, You hereby licenses such rights to AUDIATE.ME. Except for the limited license rights expressly granted to You in this Agreement, AUDIATE.ME retains all right, title and interest in and to the AUDIATE.ME Assets.

  3. Linking to Advertisers. By accepting Your participation in Advertiser's Program, the Advertiser is granting to You the a revocable, non-exclusive, right and limited license and sublicense to display and link to the Advertiser’s Website or Media and content in accordance with the Advertiser’s Program terms for the limited purposes of Promoting the Advertiser’s Program or AUDIATE.ME Media, subject to the terms and conditions of this Agreement. Your use of the Link and/ or Media signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link and/ or Media, including but not limited to refraining from removing or altering any copyright or trademark notices. As between AUDIATE.ME and Publisher, AUDIATE.ME owns all rights in and to all information regarding the Visitors that You refer to Advertisers through AUDIATE.ME.

  4. Licenses to Advertiser’s Trademarks. By accepting Your participation in Advertiser's Program, the Advertiser is granting to You a non-exclusive, limited, revocable right to sublicense the use of Advertiser provided trademarks, banners, Video, Media and other content as provided to AUDIATE.ME or Publisher through AUDIATE.ME Publisher. All images, technology, Video, creative work, derivative work and other content (together the “Works”) provided for AUDIATE.ME's and Your use, is and shall remain the sole property of the Advertiser (or the rightful owner of such Works where Advertiser has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein ("Advertiser's Trademarks"). All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, Video, AUDIATE.ME Media or other the content or any of the images provided by Advertiser in any way, unless given explicit permission to do so by Advertiser.

  5. Revocation of Licenses. Advertiser or AUDIATE.ME may immediately terminate Your license to Advertiser's Trademarks or Media. You acknowlAudiate.me the Advertiser’s or AUDIATE.ME’s ownership and exclusive right to use the Advertiser's Marks and agree that all goodwill arising as a result of the use of the Advertiser's Marks or the Media shall inure to the benefit of the Advertiser.

  6. ME’s Use of Your Marks. You authorize AUDIATE.ME to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to AUDIATE.ME through Your Account to promote Your participation in the Service.

  7. Your Use of AUDIATE.ME’s Proprietary Rights. You agree that Your use of any AUDIATE.ME trademarks, service marks, tradenames, and/or URLs (such as but not limited to, www.Audiate.me) is subject to the license and terms of use that are available from such Website (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of AUDIATE.ME.

  8. Retention of Rights. All proprietary rights of Advertisers, You, and AUDIATE.ME, and all goodwill arising as a result of such rights, inure to the benefit of such owner.

  9. You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of AUDIATE.ME’s platform, Service or AUDIATE.ME Audio Features and widgets, either by itself or by anyone on its behalf, in any way or by any means, unless expressly permitted under this Agreement. Further, You may not (i) violate the legal rights of others and/or transmit or otherwise make available in connection with the Service, and any other services (and any part thereof) any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent; (ii) interfere with or disrupt the operation of any Service; and/or (iii) use the Service in any way or context, that harms the goodwill or reputation of AUDIATE.ME.

  10. Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or AUDIATE.ME Media or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by AUDIATE.ME from such data is the sole and exclusive property of Advertiser and AUDIATE.ME and is considered AUDIATE.ME’s Confidential Information pursuant to this Agreement. AUDIATE.ME and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

9.Confidentiality Obligations

Either You or AUDIATE.ME and its Advertisers may provide each other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to AUDIATE.ME any Confidential Information provided by AUDIATE.ME or its Advertisers to You under this Agreement.

10.Term, Termination, and Deactivation

  1. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the AUDIATE.ME Website and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days' prior notice.

  2. Termination by Advertiser. An Advertiser may terminate any relationship with You, one of Your Publisher Websites, or Your ability to use a promotional method, or Your participation in the Advertiser’s Program for any or no reason, upon notice to You, with immediate effect.

  3. Termination or Deactivation by AUDIATE.ME. AUDIATE.ME may terminate one of Your Publisher Websites, or Your use of a promotional method such as Tracking Code or other promotional method, from an Advertiser Program and/ or as AUDIATE.ME Publisher, at any time in AUDIATE.ME’s sole discretion. Breach of any Section of this Agreement is a cause for immediate termination from an Advertiser Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts (including all earned and unpaid Payouts in Your Account). AUDIATE.ME may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of the Media, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 60 day period; (iii) AUDIATE.ME determines You are diluting, tarnishing or blurring AUDIATE.ME’s proprietary rights; (iv) You begin proceedings to challenge AUDIATE.ME’s proprietary rights; (v) a third party (including an AUDIATE.ME Advertiser) disputes Your right to use any Link, AUDIATE.ME Media, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website, or through any of Your promotional means; or (vi) You violate any terms of this Agreement, become insolvent in any way, violate any applicable law or AUDIATE.ME guidelines including but not limited to, violation of the Prohibited Uses section of this Agreement or other material breach. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent views, sales and/or Leads for click-throughs that occurred prior to termination.

  4. Termination of Advertiser Programs and Offers. Advertisers Programs and Offers may be discontinued at any time.

  5. Post-termination. Upon termination of this Agreement, You must immediately remove all Links, AUDIATE.ME Media, software or other content of Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

  6. Changes to AUDIATE.ME Publisher. AUDIATE.ME reserves the right to add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, AUDIATE.ME may notify You via e-mail, newsletter, the AUDIATE.ME Web Sites or through the AUDIATE.ME Publisher, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy. Your continued use of the Service shall automatically be determined as Your approval of any such changes in accordance with the terms set forth herein.

10.Term, Termination, and Deactivation

  1. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the AUDIATE.ME Website and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days' prior notice.

  2. Termination by Advertiser. An Advertiser may terminate any relationship with You, one of Your Publisher Websites, or Your ability to use a promotional method, or Your participation in the Advertiser’s Program for any or no reason, upon notice to You, with immediate effect.

  3. Termination or Deactivation by AUDIATE.ME. AUDIATE.ME may terminate one of Your Publisher Websites, or Your use of a promotional method such as Tracking Code or other promotional method, from an Advertiser Program and/ or as AUDIATE.ME Publisher, at any time in AUDIATE.ME’s sole discretion. Breach of any Section of this Agreement is a cause for immediate termination from an Advertiser Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts (including all earned and unpaid Payouts in Your Account). AUDIATE.ME may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of the Media, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 60 day period; (iii) AUDIATE.ME determines You are diluting, tarnishing or blurring AUDIATE.ME’s proprietary rights; (iv) You begin proceedings to challenge AUDIATE.ME’s proprietary rights; (v) a third party (including an AUDIATE.ME Advertiser) disputes Your right to use any Link, AUDIATE.ME Media, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website, or through any of Your promotional means; or (vi) You violate any terms of this Agreement, become insolvent in any way, violate any applicable law or AUDIATE.ME guidelines including but not limited to, violation of the Prohibited Uses section of this Agreement or other material breach. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent views, sales and/or Leads for click-throughs that occurred prior to termination.

  4. Termination of Advertiser Programs and Offers. Advertisers Programs and Offers may be discontinued at any time.

  5. Post-termination. Upon termination of this Agreement, You must immediately remove all Links, AUDIATE.ME Media, software or other content of Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

  6. Changes to AUDIATE.ME Publisher. AUDIATE.ME reserves the right to add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, AUDIATE.ME may notify You via e-mail, newsletter, the AUDIATE.ME Web Sites or through the AUDIATE.ME Publisher, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy. Your continued use of the Service shall automatically be determined as Your approval of any such changes in accordance with the terms set forth herein.

11.Representations, Warranties, Disclaimers and Limitations

  1. Use of Links.  You represent and warrant that all promotional means used by You will not contain Prohibited Content (including but not limited to content that is misleading, libelous, fraudulent, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities) or other objectionable content, and that You will not mislead others. You further agree to: (i) use ethical and legal business practices, (ii) while AUDIATE.ME uses globally recognized content delivery networks and systems for the delivery of the Media, by using the Service, You hereby recognize that delays and such may occur and You shall not hold AUDIATE.ME liable for any delay or problems that may occur while using any aspect of the Service in connection with Your Publisher Website. AUDIATE.ME does not guarantee the delivery or results and Payouts of the Media or Links but shall make every effort to deliver such Media or Links.

  2. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf.

  3. Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Publisher Website(s); (ii) You have all appropriate authority or have obtained all the necessary licenses or authority (with respect to any applicable law in any country you operate or where your End-Users operate, to act as a Publisher and perform your obligations in any promotional method you may choose to use; (iii) Your Website(s) and Your promotional methods do not and will not infringe any third party, AUDIATE.ME’s Advertiser, or AUDIATE.ME’s, proprietary rights; and (iv) You shall remain solely responsible for any and all websites owned and/or operated by You and all of Your promotional methods. AUDIATE.ME may or may not review all content on Your Publisher Website or used by You in Your promotional methods.

  4. Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory (for example, laws related to online gaming in the United States), and warrant that no promotion method used by You or the content of Your Website(s) will render AUDIATE.ME liable to any proceedings whatsoever.

  5. Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF AUDIATE.ME, ITS PARENTS, SUBSIDIARIES, PARTNERS AND ADVERTISERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY AUDIATE.ME OR ITS ADVERTISERS UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST A PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT AUDIATE.ME SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. AUDIATE.ME WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. AUDIATE.ME SHALL NOT BE RESPONSIBLE FOR ANY SYSTEM DOWNTIME. YOU FURTHER AGREE NOT TO HOLD AUDIATE.ME LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS.

    1. ME SHALL NOT BE RESPONSIBLE NEITHER FOR THE MEDIA, THE MEDIA CONTENT, THE AUDIATE.ME AUDIO CONTENT, THE CONTENT OF THE ADVERTISER’S WEB SITE, THE CONTENT OF YOUR WEBSITE NOR CONTENT OF ANY THIRD-PARTY SITE FOR WHICH LINKS ARE DIRECTED. AUDIATE.ME DOES NOT CONTROL OR MONITOR ANY OF THE CONTENT CREATED USING ITS SERVICE AND SHALL NOT BE LIABLE, IN ANY CASE, FOR ILLEGAL, INFRINGING OR INAPPROPRIATE CONTENT CREATED.

  6. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AUDIATE.ME DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT AUDIATE.ME’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER’S INFORMATION OR WEBSITE, OR (F) INTERFERENCE OR DELAY WITH THE FUNCTIONING OF THE PUBLISHER’S WEBSITE AS THE RESULT OF THE PUBLISHER’S USE OF THE AUDIATE.ME SERVICE, AUDIATE.ME AUDIO FEATURES, ADVERTISERS PROGRAMS OR MEDIA. AUDIATE.ME’S SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE MEDIA, SERVICE OR AUDIATE.ME AUDIO FEATURES SHALL BE EMBEDDED AT THE PUBLISHER’S WEBSITE AND WHILE THE MEDIA, SERVICE AND AUDIO CONTENT IS PROVIDED USING A GLOBALLY RECOGNIZED DELIVERY NETWORK OR THIRD-PARTY PROVIDERS, THE USE OF THE MEDIA OR SERVICE (INCLUDING THE AUDIATE.ME AUDIO FEATURES) ON A WEBSITE MAY DELAY THE LOADING OR FUNCTIONING OF THE PUBLISHER’S WEBSITE. YOU HEREBY ACKNOWLAUDIATE.ME THAT THE USE OF AUDIATE.ME AND ITS SERVICES AND EMBEDDING OF THE MEDIA AND/OR AUDIATE.ME AUDIO FEATURES ON YOUR WEBSITE MAY DELAY OR CAUSE TO BE DELAYED THE FUNCTIONING OF YOUR WEBSITE AND YOU SHALL NOT HOLD AUDIATE.ME LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES) FOR SUCH OCCURRENCES. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. AUDIATE.ME IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER’S WEBSITE(S), AND/OR THE CONTENT OF AN ADVERTISER’S WEBSITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE SERVICE OR FOR THE AUDIO CONTENT MADE AVAILABLE IN THE AUDIATE.ME AUDIO FEATURES. AUDIATE.ME FURTHERMORE DOES NOT GUARANTEE ANY RESULTS BY YOUR USE OF THE SERVICES. AUDIATE.ME DOES NOT ENDORSE ANY ENTITY, PRODUCT, SERVICE, AUDIO CONTENT, THIRD-PARTY WEBSITE PRODUCT OR SERVICE MADE AVAILABLE, USED AND/OR TRANSMITTED IN CONNECTION WITH THE AUDIATE.ME SERVICES. THE USE OF ANY AUDIATE.ME SERVICE, CONTENT, MEDIA OR FEATURE UNDER THIS AGREEMENT (AS MAY BE AMENDED) ARE AT PUBLISHER’S OWN RISK.

    1. YOU HEREBY AGREE THAT AUDIATE.ME AND THE AUDIATE.ME PAYMENT PARTNER SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY INCUR AS A RESULT FOR ANY DELAY IN PAYMENT, INCLUDING DELAYS AS A RESULT OF AUDIATE.ME OR AUDIATE.ME’S PARTNER NEGLIGENCE OR MISCONDUCT. AUDIATE.ME SOLE LIABILITY SHALL BE TO MAKE FULL PAYMENT OF THE PAYOUT AMOUNT DUE AS SOON AS POSSIBLE.

  7. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

  8. Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT

12.Publisher’s Indemnification Obligations

Publisher shall defend, indemnify and hold AUDIATE.ME and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher’s breach of or non-compliance with this Agreement and/or any Advertiser's Program terms, including but not limited to Prohibited Uses and use of Prohibited Content, (b) Publisher’s violation of any law, or an alleged violation of law by AUDIATE.ME, that is a direct or indirect result of Publisher’s use of the AUDIATE.ME Publisher and/or any Advertiser's Program, (c) Publisher’s use of the AUDIATE.ME Publisher, (d) Publisher’s participation in any Advertiser Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher’s acts or omissions in using, displaying or distributing any internet links or Links obtained from the AUDIATE.ME Publisher or elsewhere, including but not limited to Publisher’s use of internet links or Links, (g) any claim that AUDIATE.ME is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under this Section ‎12, AUDIATE.ME shall promptly notify Publisher, and AUDIATE.ME shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher’s obligations to indemnify or hold AUDIATE.ME harmless. Publisher shall not settle any Claim without AUDIATE.ME’s prior written consent. Publisher also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section ‎12. In the context of this Section ‎12 only, the term “AUDIATE.ME” shall include officers, directors, employees, corporate Publishers, subsidiaries, parents, agents, partners and subcontractors.

Publisher further agrees to indemnify AUDIATE.ME against any claims by any Advertiser, partner, agency, network, user or other third-party that the AUDIATE.ME Media violated the accepted use of such by posting them on any non-approved website or site that contains Prohibited Content. You further agree that failure to abide by this or any other clause of these terms of use may cause You to forfeit any Payouts due.he email) or five (5) days after mailing).

 

13.Miscellaneous

  1. Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

  2. Third Party Disputes. In the event of a third party claim against either: (a) AUDIATE.ME’s intellectual property; or (b) against AUDIATE.ME’s right to offer any service or good on AUDIATE.ME’s Web Site(s) or if, in AUDIATE.ME’s opinion, such a claim is likely, AUDIATE.ME shall have the right, at its sole option and in its sole discretion, to (i) secure the right at AUDIATE.ME’s expense to continue using the intellectual property or good or service; or (ii) at AUDIATE.ME’s expense replace or modify the same to make it non-infringing or without misappropriation.

  3. Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other or employees or employers. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.

  4. Provision of Info to Advertisers/Third Parties. You agree that AUDIATE.ME may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Website name, the date the Website first entered into operation with the Service, and visitor demographics) to Advertisers. AUDIATE.ME may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in AUDIATE.ME’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

  5. Non-circumvention.

    1. Publisher explicitly agrees to withhold completely from entering into a business relation with or from approaching AUDIATE.ME's clients either directly or through third parties with regard to user acquisition or performance marketing services for the term of this Agreement and a period of time of six months after the end of this agreement.

    2. Any direct or indirect business relations between Publisher and AUDIATE.ME's clients with regard to AUDIATE.ME Publisher have to either involve AUDIATE.ME as intermediary or require AUDIATE.ME's prior written consent.

    3. This also extends to any other companies founded, in whole or in part held, controlled or administered directly or indirectly by Publisher, as long as Publisher is able to prevent such actions against the interests of AUDIATE.ME.

    4. Publisher is personally responsible to follow this commitment and must not use any means to circumvent his obligation.

    5. Breach of this clause will result in a contractual penalty to be determined by an independent court in AUDIATE.MEs' residential country and should not be less than twice the financial loss caused through this unauthorized action with a minimum fee of 100,000 USD.

    6. An obligation to reimburse damages will thereby not be excluded.

    7. In case Publisher can prove having entered into a business relation with AUDIATE.ME's client (the advertiser) before entering into a business relation with AUDIATE.ME, this clause should not be enforced.

  6. Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the State of New York (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in New York, NY. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.

  7. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

  8. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

  9. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by AUDIATE.ME (1) due to operation of law, or (2) to an entity that acquires substantially all of AUDIATE.ME’s stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent).

  10. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for AUDIATE.ME, via registered mail, return receipt requested or via an internationally recognized express mail carrier to AUDIATE.ME Solutions Inc. 106 W. 32nd Street, Suit #2F, New York, NY 10001, USA, (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as AUDIATE.ME does not receive an error message regarding delivery of t

  11. Change shall be deemed Your acceptance of the revised Agreement.

Entire Agreement and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowlAudiate.mement of assent. Notwithstanding the foregoing, AUDIATE.ME shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such 

14.Glossary

The following terms used in this Agreement shall have the meaning as defined below:

"Account" – A Publisher\ registered user account on AUDIATE.ME's Service, which includes such Publisher\ registered user contact information, Websites used, payment information, payee information and other information details.

"Ad Content" - all Advertiser Links and Advertiser's Media.

"AUDIATE.ME" - the entity as set forth on the IO or AUDIATE.ME, including its direct and indirect subsidiaries and Publishers, parent companies or related companies.

"AUDIATE.ME Payment Partner" – A third party which may receive from AUDIATE.ME Your Payment Information, for purposes of facilitating Your payment.

"AUDIATE.ME Quality Standard Guidelines" - AUDIATE.ME Quality Standards Guidelines (for Publishers), attached hereinafter.

"Advertiser" – any entity which holds Website, Website content, media file or other third-party media outlet.

"Advertiser’s URL" - landing page, registration page, or other content page as determined by the Advertiser.

"Publisher" or "You" –any entity signing this Publisher Terms Agreement or participating in AUDIATE.ME's Marketing Program as a Publisher.

"Publisher ID" – the Publisher ID (which may include a Sub-Publisher ID) is a part of the Tracking Code, or URL Link that identifies you to enable tracking of activity and Payouts.

"Publisher Network Service" – the service of allowing approved Publishers to generate commission Payouts by embedding Media on the Publisher’s Website.

"Agreement" – this Publisher Service Agreement.

"Authorized Transaction" - occurs when internet users complete either a purchase, lead form, registration, impression, view or other action which the Advertiser has defined as a target in the Offer's description and can be matched, by AUDIATE.ME to a previous Click.  Authorized Transaction is performed by an individual person who (i) accesses the Advertiser Program via the Link, where the Link is the last link to the Advertiser Program , (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by AUDIATE.ME; and (v) is a live person that is at least eighteen (18) years of age; and (vi) is not later determined by AUDIATE.ME to be fraudulent, incomplete, unqualified or a duplicate. Authorized Transaction cannot occur when Publisher's Account is suspended. 

"Charge-back" – application of debit to Publisher's Account, at any of the circumstances specified in section ‎4.6.

"Click” - occurs when an internet user clicks on a Link that a Publisher has placed for an Advertiser.

"Content" - content added or synchronized with the video enabled by the Website or the Service.

"Invoice Deadline" – for each invoice, the end of the 24th day of the month in which such invoice is received.

"Link" - an internet connection using the Service and the Service components.

"Marketing Program" or "Program" – a Program AUDIATE.ME facilitates as a service provider by providing Services via the internet. A Marketing Program is where a person, entity, Publisher or its agent, operating or managing Website(s) and/or other promotional methods to drive traffic to another’s Website, Website content, media file, mobile/tablet device or application or other third-party media outlet.

"Media" - a banner, image, rich-media file or other approved media file offered by the Service.

"Minimum Account Balance" - Account balance (for previous approved and non-fraudulent Transactions) of a minimum Payout of $100. For Publishers selecting payment via wire transfer, the minimum Payout is $300 (wire transfer).

"Payment Date" - the 10th day of the month following the Invoice Deadline, or if the 10th is not a business day, the next available business day.

"Payment Information" - accurate and up-to-date information for the payment of any Payouts, provided by Publisher by the Invoice Deadline. Your Payment Information is managed under your Payee Details which is available under your Payments tab in your Account. Payment information includes your Selected Payment Method, Payee address details and such other details as they appear and updated by You prior to the Invoice Deadline.

"Payouts” – financial compensation.

"Prohibited Content" – as detailed in section ‎5.6. and in AUDIATE.ME Quality Standards Guidelines.

"Prohibited Use" - as detailed in section ‎5 and in AUDIATE.ME Quality Standards Guidelines.
"Program" – see "Marketing Program".
"Selected Payment Method" - the method You selected in the Payments Method section of the Payments tab. Some payment methods may be subject to certain fees and/or may require 3 to15 business days from the Payment Date for the funds to be received. Please review the payment method and associated fees in Your Account settings.
"Services" – Services provided via the internet through AUDIATE.ME's Marketing Program, as listed on AUDIATE.ME's Web Sites.
"Tracking Code" - code, tag or other technical method of monitoring or tracking Transactions as embedded on the Website. The Tracking Code may include your Publisher ID or Sub-Publisher ID.
"Transaction" – an action made through an internet connection using Link(s) to an Advertiser on Media offered by the service.
"Visitor" - any person or entity that is not the Publisher or the Publisher’s agent or prohibited by the Service.
"You" – see "Publisher".

 

  1. AUDIATE.ME Audio Services and Features

 

AUDIATE.ME offers Publishers audio streaming features (the “AUDIATE.ME Audio Features”) and services that enable You to embed within the Publisher Website. The AUDIATE.ME Audio Features include widgets offering:

  1. Text-To-Speech widget – a widget (which can be customized by You) to embed on the Publisher Website that when activated or played by the End-User, it will read aloud the website text (the “Content Text”), and the

  2. Audio Clips widget – a widget (which can be customized by You) to embed on the Publisher Website that when activated or played by the End-User will play audio clips from third-party media content providers.

  3. Additional widgets may be offered in the future.

These AUDIATE.ME Audio Features can be accessed through the AUDIATE.ME Audio dashboard. In order to obtain the embed code, registration to the AUDIATE.ME Audio Service is required. Registration (including acceptance of these terms) and terms associated with Your account are found herein.

The AUDIATE.ME Audio Feature widgets include both content (whether text-to-speech content or audio clips, together the “Audio Content”) and advertising content (the Media, as defined herein) provided by AUDIATE.ME.

 

The Text-To-Speech Widget

This Audiate.me Audio Feature will scan the Publisher Website content on which the embedded code is placed and when played, will read aloud the Content Text using a computer generated.

The Audio Clips Widget

This Audiate.me Audio Feature will provide audio clips (the “Audio Clips”) based on your selected category via the widget to End-Users to listen to additional audio content. The Audio Clips may be category based (as selected by You from the widget dashboard or may be content selected by AUDIATE.ME or its partners). The widget may also provide Audio Clips based on your Content Text. The Audio Clips are delivered via the Audio Clips Widget (which may be embedded by You using the provided embed code) on Your Publisher Website and may recommend additional listening content for Your End-Users.

 

Additional Terms

 

The Audio Content (Content Text and/or Audio Clips) are provided by third-party partners. AUDIATE.ME nor its third-party partners shall not bear any liability for the accuracy, reliability, appropriateness of the Audio Content which is provided by AUDIATE.ME or AUDIATE.ME’s partners. The Audio Content (even if provided as recommended content by AUDIATE.ME) is not monitored or reviewed and AUDIATE.ME nor its partners shall bear any liability to You, Your End-Users or a third-party for the subject matter or its accuracy of such Audio Content. AUDIATE.ME nor its partners endorse any Audio Content that is provided.

 

The Media included in the AUDIATE.ME Audio Features is provided by AUDIATE.ME’s partners and may either be displayed within the widgets (such as via a video/audio/banner advertisement and/or through a Link, as defined herein, to a third-party product or service).

 

Payout earnings that may be generated through Your use of the AUDIATE.ME Audio Services shall be detailed in the Services dashboard under Your Account and payment is subject to the terms indicated herein.

 

The Publisher Websites in which the AUDIATE.ME Audio Features may be embedded are subject to the same conditions and terms (including but not limited to the AUDIATE.ME Quality Standard Guidelines) referenced herein. You may not enable, conduct, assist or perform any fraudulent activity (as defined herein) with the AUDIATE.ME Audio Features.

 

With respect to the content on the Publisher Website (including the Content Text available on the Publisher Website for which you enable the Text-To-Speech widget), You represent that (i) You are the sole owner of the Content Text and/or holds all rights, licenses, consents, and permissions (including from all copyright holders) which are required to allow AUDIATE.ME to convert the Content Text as it appears on the Publisher Website into speech and Audio Content for the purposes of the provision of the AUDIATE.ME Audio Feature and otherwise to use the Content Text in the manner contemplated by this Agreement, and that You (or such copyright holders) have waived and/or procured the right to waive all moral rights to the Content Text to be converted into Audio Content;  (ii) You are solely responsible for the consequences of handling, posting or publishing the Content Text and any other content available on the Publisher Website and which may be analyzed or used by AUDIATE.ME in provision of the Services; (iii) You acknowlAudiate.me and agree that AUDIATE.ME does not endorse any of the Content Text or any opinion, recommendation, or advice expressed therein or any Content Text (or other Content) that appears on the Publisher Website and AUDIATE.ME expressly disclaims any and all liability in connection with the Content Text.

 

With respect to the AUDIATE.ME Audio Features, You hereby grants AUDIATE.ME a worldwide, non-exclusive, transferable license (with right to sub-license) to use, reproduce, distribute, prepare derivative works of, display, make available to the public, the Content Text in connection with the provision of the Services (including the AUDIATE.ME Audio Features), including without limitation, for converting the Content Text into speech, for streaming the speech (as provided by AUDIATE.ME’s partners) via the widget on either the Publisher’s Websites and/or mobile applications or by placing links in any website and/or mobile application that redirects the End-User and the Services to Publisher’s Websites and/or mobile applications.

You may use the Audiate.me Audio Features on Your Publisher Website (provided You have complied with all the obligations herein) that generate Payout in accordance with this Agreement.

AUDIATE.ME has no obligation to provide upgrades, modifications, or new releases to the AUDIATE.ME Audio Features and it may discontinue all or part of the AUDIATE.ME Audio Features at any time, at its sole discretion with or without notice.

 

AUDIATE.ME Quality Standards Guidelines (for Publishers)

1.Definitions

The following terms shall have the meaning ascribed to them:

"Ad Inventory" means any Publisher Assets space made available for the purpose of delivering Ads.

"Ads" means any type of promotional material or content, as provided by AUDIATE.ME or on its behalf, in any format and however delivered, together with related technology and other material used for the placement and display of such material or content on Publisher Assets.

"Malicious Code" means viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network.

"Publisher Assets" means websites, applications, mobile applications and other media or online platforms through which Ads may be delivered, displayed or made available, whether owned, operated or controlled by the Publisher or on its behalf, or through which Publisher has a contractual right or license to serve the Ads.

2.General

2.1.Unless otherwise agreed to by AUDIATE.ME, Publisher shall deliver the Ads in a manner that complies with the implementation and creative guidelines provided herein, including those instructions contained in the documentation which shall be provided by AUDIATE.ME from time to time. Failure to comply with these terms shall be deemed as a breach of the Agreement and may result in immediate termination from the AUDIATE.ME Publisher and the Publisher's forfeiture of any and all Payouts associated with the failure to comply with these terms.

2.2.Publisher will ensure, by agreement, instruction or any other legally enforceable means, that all third parties to which Ads are delivered, displayed or made available have adopted and implemented technology and methodologies (and agreed in writing thereto) to ensure Publisher is in compliance with the foregoing obligations.

2.3.Implementation Guidelines.

2.3.1.The Publisher must acquire traffic primarily from organic sources and shall use best efforts to ensure that none of the traffic is fraudulent.

2.3.2.The Publisher must either:

2.3.2.1.Own all Publisher Assets on which they Ads are places; or

2.3.2.2.Have a direct relationship with the owner of all Publisher Assets on which ads are placed.

2.3.3.The Publisher may not, whether directly or indirectly, engage in "Fraudulent Activity", as determined by AUDIATE.ME in its sole discretion. Fraudulent Activity includes any of the following activities:

2.3.4.Providing AUDIATE.ME inaccurate or untruthful specifications, criteria or information concerning the Ad Inventory or the Publisher Assets;

2.3.5.Masking or cloaking the Publisher Assets' URL, or employing any means to obscure or mislead as to the true source of traffic;

2.3.6.Inclusion in reports, bills or other materials counting of views by anything other than natural End Users viewing actually displayed Ads in the normal course of using any device, including non-human visitors (for example bots);

2.3.7.Generating automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, or artificially inflate impressions, clicks, or requests;

2.3.8.Distributing or facilitating the distribution of Malicious Code;

2.3.9.Changing the End User's system or browser settings without the End User's informed consent;

2.3.10.Employing any means to induce, encourage, incentivize or trick the End User into clicking on Ads (for example by placing arrows or text such as "Click here" next to an Ad), or employing any misleading, deceptive or inappropriate practices that may deceive End Users to click on Ads, including launching fake error messages, system flags or any other notifications, warning or alerts which mimic or simulate other systems or programs' notifications.

2.4.Publisher Assets deemed unsafe by reputable third party malware-detection or antivirus services, may be suspended without further notice, at AUDIATE.ME's sole discretion, until all user safety issues are addressed to the satisfaction of AUDIATE.ME's.

2.5.Publisher must comply with all industry group guidelines that Publisher claims to abide by (as well as any guidelines/principles that are required by the industry groups of which Publisher is a member).

2.6.The Publisher may not, whether directly or indirectly, engage in any of the following activities:

2.6.1.Modifying, editing or altering the Ads in any way, including but not limited to altering the properties of the Ads or resizing the Ads, without AUDIATE.ME's prior express permission;

2.6.2.Obscuring or interfering with the proper display of Ads. The Ad viewing space should be free from any viewability obstructions (for example overlays or logos), other than privacy compliance notifications (e.g. AdChoices icon), which masks or obstructs the Ad viewing experience. With respect to video Ads – the video Ad viewing space should be free from any item other than persistent player controls (e.g. play/pause, mute, skip ad) which masks or obstructs the video viewing experience.

2.6.3.Inclusion or counting of views of Ads that are not actually visible to the human eye, discernible to human senses or perceived by a human being (for example, for Ads shown in iframes, the iframe must allow the entire creative to be fully visible to the End User).

2.6.4.Infringe on any of the Advertiser’s proprietary rights (including but not limited to trademarks or copyrights) or AUDIATE.ME’s proprietary rights, or any third party’s proprietary rights.

2.7.The Publisher may load new Ads only when:

2.7.1.The End User navigates to a new page;

2.7.2.The current page is substantially updated with new content AND at least 1 minute has passed since the last refresh.

2.8.The Publisher should clearly separate the Ads from other content on the Publisher Assets.

2.9.Publisher further agrees to: (i) be certified against the Interactive Advertising Bureau (IAB) Quality Assurance Guidelines, as may be periodically amended from time to time, or (ii) maintain an independent quality assurance vetting and auditing process and work to support such measures in order to prevent any Prohibited Content.

2.10.Creative Guidelines - Publisher Assets should offer a value proposition to the users and substantially contain original content (for example, a substantial portion of the Publisher Assets must be accessible without a login or user credentials).

2.11.Prohibited Content:

2.11.1.Publisher Assets must not feature or link to "Prohibited Content", as determined by AUDIATE.ME in its sole discretion. Prohibited Content includes any of the following:

2.11.2.Sexually explicit or pornographic content;

2.11.3.Any content that puts other people in harm, or condones violence, hatred, bigotry or discrimination against other persons or groups, based on any characteristic (for example ethnic origin, religion, nationality, disabilities, race, gender identity or sexual orientation);

2.11.4.Any content that contains defamation, or condones bullying, intimidation, stalking or harassment against any person;

2.11.5.Any disturbing or offensive content, including excessively profane, obscene or vulgar content, or any content that is primarily intended to be disrespectful or shocking;

2.11.6.Extreme graphic or explicit violence, including the depiction of especially vivid, brutal and realistic acts of violence.

2.11.7.Any content which promotes or facilitates illegal activities (for example unauthorized gambling, black-hat hacking, cracking, or warez), or any content that promotes the sale or consumption of illegal products (for example illegal drugs);

2.11.8.Promotion of dangerous products (for example weapons or ammunition);

2.11.9.Any content that infringes, or facilitates the infringement of other persons' rights (for example privacy or publicity rights);

2.11.10.Any content that infringes, or facilitates the infringement of intellectual property or copyrights;

2.11.11.Any content that impersonates relationship or affiliation with other persons or organizations when it is not the case, or engages in any deceptive or misleading practices;

2.11.12.Any content that introduces any security vulnerabilities or otherwise harm, limit or degrade the performance of other persons' devices, software, hardware, equipment or data (for example distributing malware, viruses, worms, Trojan horses or other malicious software or scripts);

2.11.13.Any content that includes promotion of any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)

2.11.14.Any content that is defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States (for example, online gaming restrictions) and non-compliant with AUDIATE.ME’s terms;

2.11.15.Any participation in or transmission to inappropriate newsgroup postings or unsolicited e-mail (spam);

2.11.16.Any illegal, false or deceptive investment advice and money-making opportunities;

2.11.17.Publisher Assets that are under construction or incomplete;

2.11.18.Publisher Assets that are "directed to children" under the age of 13, as that term is defined under the U.S. Children’s Online Privacy Protection Act and applicable regulations;

2.11.19.Publisher Assets that contain no other content other than the Ads or where the Ads comprise more than 50% of the content on the webpage or landing page;

2.11.20.any type of content reasonable public consensus seems to be improper or inappropriate;

2.11.21.contains any downloads of unlicensed materials, links to downloads of or otherwise promote the distribution of unlicensed materials such as movies, music, books etc., this includes torrent trackers, links to torrent sites or links to warez sites.

2.11.22.contain personally identifiable information belonging to minors;

2.11.23.Your Websites should reside at a top level domain name that You own or control.

2.11.24.Special restrictions apply to the following restricted categories. If the Publisher Assets feature or link to content which falls within any of these categories, it is required to notify AUDIATE.ME:

2.11.24.1.Significant unmoderated UGC (user-generated content) – meaning, Publisher Assets that do not have a clear set of posted guidelines on what type of content is acceptable and do not take an active position in reviewing content for compliance with posted guidelines;

2.11.24.2.Adult content (for example adult humor, sexual health or sale of prescription drugs, tobacco or alcohol);

2.11.24.3.Proxy sites;

2.11.24.4.Significant unmoderated UGC (user-generated content).

 

Last update: February 2020

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