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Unruly Media Publisher Terms & Conditions

1. Introduction. This agreement ("Publisher Agreement") is between you, as an individual and, if applicable, the entity on behalf of which you are registering or have registered ("you" or "Publisher" or "your"), on the one hand, and Unruly Group Limited (“we” or “our” or “us” or “Unruly Media”) or any of its affiliates, on the other hand.

The “Publisher Agreement” consists of:

These "Unruly Media Publisher Terms and Conditions";
The Publisher's Frequently Asked Questions or "FAQ" located at http://www.unrulymedia.com/publisher-faq;
The "Publisher Content Policies" located at http://www.unrulymedia.com/publisher-policies/;
The "Privacy Policy" located at http://www.unrulymedia.com/privacy; and
Any and all insertion orders, if any, and the terms and conditions contained therein that may be submitted to you from time to time by Unruly Media.

The foregoing and any other URL referenced in this Publisher Agreement may be relocated to a new or different URL by Unruly Media from time to time. The Publisher Agreement in English is the definitive legal version for all locales.

The Publisher Agreement governs your participation in the Unruly Media Publisher Programme (the "Programme") which, as generally offered by Unruly Media, enables you to feature videos and/or other forms of rich media advertising content (“Distributed Content”) on your web site and earn fees based on amounts paid to Unruly Media by its advertising clients in connection with our distribution and promotion of such Distributed Content through our network of web site publishers. Participation in the Programme is subject to Publisher's continued compliance with the Content Policies and the other terms and conditions set forth below and otherwise in the Publisher Agreement.

PLEASE READ VERY CAREFULLY THESE UNRULY MEDIA PUBLISHER TERMS AND CONDITIONS. By registering for a publisher account, or by continuing to participate in the Programme FOLLOWING any posted change notice or revised Publisher Agreement, you:

(a) agree to be bound by these Pubisher Terms and Conditions and the rest of the Publisher Agreement;

(b) acknowledge and agree that you have independently evaluated the desirability of participating in the programme and are not relying on any representation, guarANtee or statement other than as expressly set forth in any part of the Publisher Agreement; and

(c) hereby represent and warrant that you are at least 18 years old and able to enter into and perform your obligations set forth in the Publisher Agreement and that you are and will remain in compliance with this Publisher Agreement.

If you work for or represent a company or other legal entity, you also represent and warrant that you are authorized to agree to and bind such company or entity to THE Publisher Agreement on its behalf.

2. Registration and Approval. (a) To begin the enrolment process, you must complete a registration for a publisher's account. All information provided by you in registering for your account, including your email address and other contact information and identification of your web site, must be complete, accurate, and maintained up-to-date at all times.

(b) You may register for only one account. That account may cover more than one web site. While you are asked to provide only one web site at registration, you may add new and/or additional sites once you are approved to participate in the Programme, subject to Unruly Media's separate approval of each additional site before such additional site may participate in the Programme (each approved site, the "Site" and any group or all of such approved sites collectively, the "Sites").

(c) Neither you nor the entity on behalf of which you may be registering or have registered this account may register for multiple accounts. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Unruly Media. If Unruly Media discovers that you have registered for multiple accounts, Unruly Media may in its sole discretion decide which account to terminate. Without waiving any rights or remedies that may be available to us, Unruly Media shall have no further obligation or liability to you in respect of such terminated account including any obligation to pay you any monies payable in relation to and/or then held being in or for such terminated account.

(d) We have the right to send you emails relating to the Programme, your participation in the Programme or your registration or account from time to time. Notifications sent to the email address then-associated with your Programme account will be deemed to have been received, even if such email address is no longer current.

(e) We will review the web site you are registering in the Programme and evaluate the information you provide in your registration and notify you of your acceptance or rejection. Unruly Media reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Please refer to the Content Policies located at http://www.unrulymedia.com/publisher-policies/ and the remainder of these Unruly Media Publisher Terms and Conditions for guidelines and obligations with respect to what are appropriate or inappropriate sites or conduct or activities of a site.

(f) If we accept your registration and we later determine that your Site or Sites breach any part of the Content Policies or other terms of the Publisher Agreement, we may terminate this Publisher Agreement with respect to your account in its entirety or with respect to any individual Site, in our sole discretion, without further obligation to you or in respect of such Site as further provided below. If we reject your registration, we may retain your information for referring to later in the event you should decide to reapply. Your information will be held in accordance with the terms of our privacy policy.

(g) As part of the registration process for the Programme, You are required to create a log-in ID and password (“Log-In Information”) for accessing the Unruly Console. You are responsible for all activity in the Unruly Console occurring under your Log-In Information. Accordingly, you should keep your Log-In Information confidential and not share it with any third parties. Unruly Media has no obligation or responsibility with regard to your use, distribution, disclosure, or management of Log-In Information.

3. Implementation and Operation of Distributed Content. By enrolling in the Programme, subject to approval of your Site(s) by Unruly Media, Publisher agrees that Unruly Media or its suppliers may serve third party-provided and/or Unruly Media-provided Distributed Content on your Site(s). Unruly Media hereby grants to you a non-exclusive, non-transferable, non-sublicensable limited licence to display each item of Distributed Content in accordance with the terms of the Publisher Agreement provided that (i) when called as a result of a user visiting a Publisher's Site(s), such display occurs only once and only within the particular web page to which the Distributed Content is initially transmitted; and (ii) the relevant Distributed Content may not be retained or stored by Publisher after such single display (other than in the ordinary course of the operation and archiving of a Site consistent with general industry practices). Publisher may not use any Distributed Content except as expressly authorized in this Publisher Agreement or any relevant insertion order. All Distributed Content shall be served by Unruly Media or its authorized third party suppliers.

4. Use of Unruly Player. Publisher may only use Unruly Media's video and rich media players (individually and collectively, the "Unruly Player") to display the Distributed Content. In the case of video content only, Publisher may use another video player if Unruly Media grants its express approval in advance, which approval may be conditioned upon such player meeting Unruly Media's video format, size, and technical requirements. Failure to obtain such advance approval or meet such requirements may cause you not to be properly credited with views, engagements or performance and void any payments therefor under this Publisher Agreement. The term “Unruly Player” refers to scripts to be provided by Unruly Media that are intended to be inserted into the HTML code of web pages within a Site, which scripts communicate with Unruly Media's or its suppliers' servers and serve the Distributed Content determined by Unruly Media to be transmitted by such servers when called. Unruly Media grants Publisher a non-exclusive, non-transferable, non-sublicensable, limited licence (i) to insert copies of the Unruly Player within the HTML code of any pages within the Site(s), (ii) to distribute the Unruly Player solely as embedded within such HTML and solely in connection with display of Distributed Content on the page rendered from such HTML by industry-standard browser software, and (iii) to make copies of the Unruly Player as reasonably necessary for purposes of exercising the foregoing rights.

5. Prohibited Uses. Under no circumstances may you alter, copy, modify or sell any Distributed Content, the Unruly Player or other computer code provided by Unruly Media without Unruly Media's prior written consent. Without limiting the generality of the foregoing, you also shall not, and shall not knowingly authorize, encourage or permit any third party to:

store, archive, extract, download or make available for download any Distributed Content, or any part, copy, or derivative thereto;
edit, modify, or filter the content contained in any Distributed Content, or remove, obscure or minimize any Distributed Content in any way,
frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of any Distributed Content ("Advertiser Page"), redirect an end user away from any Advertiser Page, provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page, intersperse any content between the Distributed Content and the Advertiser Page, and/or otherwise provide anything other than a direct link from the Distributed Content to an Advertiser Page;
use the Unruly Player or display any Distributed Content on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content, or otherwise violates in any way through its content or conduct any of the Content Policies, the Publisher Agreement or any other agreement or insertion order between You and Unruly Media;
intentionally place the Unruly Player or any Distributed Content on a web page with no content; or
place any Unruly Player or display Distributed Content on a web site that has not been approved by Unruly Media (i.e., not a “Site” as defined).

6. Publisher's Responsibilities. (a) As the registered Publisher, you will be held solely responsible for the Site or Sites or any other web site on which any Distributed Content are displayed by you or on your behalf, irrespective of whether any such Site or such other web site is actually owned and/or operated by you. Publisher (or the Site owner) is responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary for the Site(s) approved by Unruly Media to operate the Unruly Player compatibly and display the Distributed Content. Unruly Media shall not be obligated to provide notice to you in the event that any Distributed Content is not being displayed properly to end users of the Site(s).

(b) You will be solely responsible for any and all contents, maintenance and operations of the Site(s), including for example and without limitation:

creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site(s);
using the Distributed Content, your Site(s), and the materials on or within your Site(s) in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
disclosing on your Site(s) accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers;
making all necessary or appropriate disclosures on your Site(s) and, if relevant, in relation to any Distributed Content displayed and/or other content you may publish about being paid by sponsors including as may be required by applicable law. For example, you may disclose the sponsorship of your Site by display of certain Distributed Content by including a statement "Sponsored Video". You should never indicate that any Distributed Content is sponsored by Unruly Media;
adhering to the Google guidelines (such as by adding a 'nofollow' attribute) when featuring links to an Advertiser's or other client's site on your Site(s), particularly when used in relation to Distributed Content or an embedded Unruly Player; and

(c) For certain advertisers, we may require Publishers to abide by additional restrictions or rules that have been prescribed by such advertising client. In the case of Distributed Content relating to the promotion of alcohol beverages or their branded producers, you may not promote such Distributed Content on any Sites that either (x) target or attract an audience of which more than 25% are under the applicable drinking age where such audiences reside (e.g., under 18 years of age in the United Kingdom and other European countries and under 21 years of age in the United States), unless the campaign is age gated or age targeted, or (y) encourage excessive alcohol consumption or driving or use of potentially dangerous machinery while consuming or under the influence of alcoholic beverages.

(d) You hereby consent to us monitoring, recording, using, and disclosing information about your Site(s) and visitors to your Site(s) that we may obtain in connection with your display of Distributed Content or use of the Unruly Player in accordance with our Privacy Policy and monitoring, crawling, and otherwise investigating your Site(s) to verify compliance with the Publisher Agreement.

7. Measurement. (a) Unruly Media shall have absolute and sole discretion for measuring results including, but not limited to, impressions, unique clicks, views, engagements and/or other activity in relation to any Distributed Content displayed on the Site(s), and calculating any payments, if any, owed or owing by its advertising clients as a result of any such activity generated by the Site(s) or otherwise by Unruly Media's network of publishers. Publisher acknowledges that Unruly Media may make adjustments to your or other participants' measurements or statistics to account for, among other things, invalid activity, enforcement of contractual provisions, and/or statistical errors. No other measurements or statistics of any kind shall be accepted by Unruly Media or have any effect under this Publisher Agreement. Without limiting the generality of the foregoing, Unruly Media may engage Publisher for placements of Distributed Content to reach a specified target audience (e.g., based on demographic, contextual, behavioral or other feature), in which case Publisher shall deliver, and be measured by Unruly Media for, the results that actually meet such specified target, provided that Publisher may deviate from the specified target by no more than ten percent (10%) (or such other amount that may be agreed in any insertion order or other written agreement with Publisher) of the total results measured as determined by Unruly Media in its sole discretion.

(b) You agree to comply with the specifications provided by Unruly Media from time to time to enable proper delivery, display, tracking, and reporting of Distributed Content in connection with Your Site(s), including without limitation by not modifying the Unruly Player, Distributed Content or any other programming code provided to you by Unruly Media in any way, unless expressly authorized in writing by Unruly Media. Failure to comply with specifications may result in misattribution or incorrect results.

(c) Unruly Media shall have the right to use any unsold inventory in its discretion, including for barter, charitable purposes, and/or house advertisements (i.e., promoting properties, products and services of Unruly Media or its affiliates).

8. Invalid Activity. Publisher shall not use, and shall not knowingly permit the use of, any mechanical, computerized, fraudulent, deceptive, or any other invalid or artificial means of increasing viewership, engagement, impressions, usage or any other measure of Internet traffic at any of the Site(s), including but not limited to:

through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, inappropriate link baiting or buzz baiting, the unauthorized purchase of traffic to pages on your Site(s) containing Distributed Content, and/or the unauthorized use of other search engine optimization services and/or software;
the auto-spawning of browsers, the automatic redirecting of visitors, blind text links, misleading links, forced clicks (such that an end user is 'forced' to click on the Distributed Content because of a hijacked browser, or because the Distributed Content has been altered so that it is impossible to close without clicking it);
directly or indirectly access, launch, and/or activate Distributed Content through or from, or otherwise incorporate the Distributed Content in any software application, or serve Distributed Content or drive traffic to Distributed Content using any toolbars, downloadable software or other applications, or generate views of or engagement with any Distributed Content by displaying a page on any web site or your Site(s) that is loaded by any software that can trigger pop-ups, redirect users to unwanted Web sites, modify browser settings, or otherwise interfere with Web site navigation;
mail emails to persons other that those persons who have requested to receive such emails (i.e., spamming), or use unsolicited email or inappropriate newsgroup postings to promote your Site(s) or any Distributed Content;
purchase keywords that include the trademark, service mark, or brand name (or derivative thereof) which is owned by an Unruly Media client or featured in any Distributed Content in order to drive traffic to any Distributed Content; or
violate any of the Content Policies.

You acknowledge and agree that it is your responsibility to ensure that no advertising network or affiliate engages in such prohibited practices if directing traffic to pages on your Site(s) containing Distributed Content.

9. Payment. (a) You shall be paid in relation to the measurements of views and/or engagement, as applicable, in relation to any Distributed Content displayed in connection with Your Site(s), in each case as such measurements are determined and tracked by Unruly Media for its participants in the Programme and subject to Unruly Media being actually paid by the applicable advertising client(s). Payment shall be calculated solely based on records maintained by Unruly Media. Notwithstanding the foregoing, Unruly Media shall not be liable for any payment based on:

Any views or engagements directly or indirectly resulting from any breach or violation of Section 8 above, the Content Policies or any other terms of the Publisher Agreement (including the relevant insertion order, if applicable), as well as any views or engagements co-mingled with any such views or engagements resulting from or otherwise related to such breach or violation; or
Any invalid views or engagements of Distributed Content directly or indirectly resulting from any invalid activity generated by any person, bot, automated program or similar device, as reasonably determined by Unruly Media (including without limitation through any views or engagements originating from your IP addresses or computers under your control or solicited by payment of money, false representation, or request for end users to click on Distributed Content), as well as any views or engagements co-mingled with such invalid views or engagements; or
Views or engagements delivered on sites other than your Site(s), in particular views or engagements delivered on domains that fail to match the domains of your Site(s); or
Views or engagements delivered on Sites if it has displayed, or is discovered to be displaying, prohibited content in violation of the Content Policies and/or other parts of the Publisher Agreement; or
Distributed Content delivered to end users whose browsers have JavaScript disabled; or
Distributed Content benefiting charitable organizations; or
Placeholder or transparent Distributed Content delivered by Unruly Media; or
Any content distributed by Unruly Media for its own products and/or services; or
Views or engagements in relation to any Distributed Content delivered after the campaign associated with such Distributed Content has completed; or
Views or engagements delivered after a Site has exceeded its monthly earnings cap. Monthly earnings caps for Your Site(s) are determined by the Google PageRank of each Site and such other factors as Unruly Media may consider form time to time. You will be notified by email when one of Your Site(s) is approaching its monthly limit and again when the limit is reached; or

In the case of targeted placements (as contemplated by the last sentence of Section 7(a)), views or engagements that do not meet the specified target (beyond the percentage amount of deviation permitted above or in the relevant insertion order or other written agreement).

(b) Payments will be made by one of the following methods:

(x) For Publisher paid via PayPal or other automated or direct deposit methods, Unruly Media will pay you from time to time on the same schedule as it may make payments to all other Publishers that are paid according to such methods, provided that you are responsible for providing Unruly Media with correct and up-to-date account information, and provided, further, that no payments will be made until your account has an earned balance of $50 or more; or

(y) For earned balances of $1,500 or more or as required according to an insertion order or other written agreement with Unruly Media (including via electronic mail), you must submit a written invoice to Unruly Media for the “revenue” amount as stated in your account area of the Unruly Console in order to be paid. Notwithstanding anything to the contrary contained herein, Unruly Media may, but shall have no obligation or liability to, pay any amounts if an invoice is not received by Unruly Media within six months of the end of the month in which the relevant Distributed Content ran on Your Site or other performance.

(c) To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. Any bank fees incurred by Unruly Media due to any error or omission of contact or payment information may be deducted by us from any current or future payments owing to you. The payments made under this Publisher Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by Unruly Media.

(d) You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Programme. We may be obligated by law to obtain tax information from you and payments to you may be withheld until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information or, if required by applicable law, may be subject to tax withholding.

(e) Unruly Media shall have the right to set off, claw back or charge back any amounts Publisher may owe to us for any reason whatsoever against any amounts in your account or to be paid, payable or may otherwise be owing to Publisher.

(f) If you dispute any payment made under the Programme, you must notify Unruly Media in writing within thirty (30) days of any such payment, and any failure to do so within such thirty (30) day period shall be deemed a waiver by you of any claim relating to any such disputed payment.

10. Investigation; Suspension. Unruly Media reserves the right (though without any obligation) to investigate, at its own discretion, any activity that may constitute a violation of the Publisher Agreement. You agree to promptly provide to Unruly Media any and all information that we may request to verify your compliance with the Publisher Agreement. During and pending the completion of any investigation, we may suspend your access to your account, cease displaying any Distributed Content of our advertising clients, and/or withhold payment of any amounts that may be owing or payable to you.

11. Termination by Unruly Media. (a) Unruly Media may at any time, in its sole discretion, terminate all or part of the Programme, terminate this Publisher Agreement, or suspend or terminate the participation of any Site in all or part of the Programme for any reason, with or without cause.

(b) Unruly Media reserves the right to terminate, with or without notice, any account that either (x) has not generated a sufficient number of valid views or engagements, as applicable, in relation to Distributed Content (in each case as measured and tracked by Unruly Media) for a period of two (2) months or more or (y) has been inactive for more than six months based on Unruly Media’s determination based on consideration such as lack of activity in your account area on the Unruly Console, failure to invoice, non-removal of Distributed Content, etc.

(d) Unruly Media may (in addition to any other rights or remedies available to us) terminate and withhold further payments to you in connection with your participation in the Programme and/or terminate the Publisher Agreement in relation to your account in its entirety or any Site(s), or both, in our sole discretion without further obligation to you if Unruly Media determines that you and/or any Site are not in full compliance, to our satisfaction, with, or in our sole and absolute discretion are likely to be in breach of, conflict with or violation of, any of the requirements, restrictions or other terms of the Publisher Agreement or any applicable law.

(d) Unruly Media shall use commercially reasonable efforts to provide prior written notice to you of any suspension or termination of you, your account and/or any Site(s) as contemplated above.

12. Termination by You. Subject to completion of any specific insertion order or other booking to which you may have committed, you may stop using the Unruly Player and displaying Distributed Content on any of your Site(s) with or without cause at any time by removing the Unruly Player and Distributed Content (or other programming code that may have been provided by Unruly Media) from such Site(s). Further, you may cancel your participation in the Programme at any time by sending written notice to publisher-services@unrulymedia.com. The Publisher Agreement will be deemed terminated, and your access to your account will cease, within ten (10) business days of Unruly Media's receipt of your notice, provided Publisher will remain obligated under those provisions of the Publisher Agreement that by its terms or the terms hereof are intended to survive any such termination.

13. Effects of Termination. (a) In the event Unruly Media terminates the Publisher Agreement due to any breach or other violation by you or in relation to any Site(s), Unruly Media shall have no obligation to pay you any amounts that may then be owing or payable to you. Unruly Media retains and reserves any and all remedy or relief that may be available to us as a matter of law or in equity.

(b) In the event the Publisher Agreement is terminated by Unruly Media without cause or is terminated by you, Unruly Media will pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Publisher Agreement was so terminated.

(c) In the event of termination of an account due to inactivity and Unruly Media is unable to contact you despite at least three (3) attempts based on the then-current contact information in Publisher’s account area, Unruly Media will have no obligation to pay the balance of any monies held in your account and otherwise will have no further liability to you.

(c) Upon termination of participation of any Site in the Programme or termination of the Publisher Agreement for any reason, Sections 1 and 2(f) and Sections 5 through 26, inclusive, of these Unruly Media Publisher Terms and Conditions and any other provisions of the Publisher Agreement which by its terms are intended or reasonably expected to survive, shall survive termination.

14. Communications Solely With Unruly Media. You agree to direct to Unruly Media, and not to any of Unruly Media's advertiser clients or suppliers, any communication regarding any Distributed Content displayed in connection with your Site(s).

15. Confidentiality. (a) You agree not to disclose Unruly Media Confidential Information without Unruly Media's prior written consent. The term "Unruly Media Confidential Information" includes without limitation:

commercial information relating to Distributed Content and clients of Unruly Media, including but not limited to the payment offered to you for specific campaigns;
all Unruly Media software, technology, programming, specifications, materials, guidelines, documentation, images and screen shots relating to the Programme;
statistics relating to Site performance in the Programme provided to you by Unruly Media; and
any other information designated in writing by Unruly Media as "Confidential" or an equivalent designation.

You acknowledge that the specifics of any campaign(s), including the launch date(s), and the identity of any actual or prospective Advertiser or other client are Unruly Media Confidential Information until such time when Unruly Media (or such client) determines that it is no longer Confidential Information. Accordingly, any general or private solicitations and/or other kinds of communication about any campaign or Advertiser client you may wish to send, post or disclose to any third party must be approved in advance in writing by Unruly Media, and any communication made without such prior approval shall constitute a breach of your confidentiality obligations for the purposes of this Publisher Agreement.

(b) You may accurately disclose the amount of Unruly Media's gross payments to you pursuant to the Programme. Unruly Media Confidential Information does not include information that has become publicly known through no breach by you or Unruly Media, or information that has been (i) independently developed without access to Unruly Media Confidential Information, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.

16. Non-Solicitation. Publisher recognizes that Unruly Media has proprietary relationships with third-party advertisers which provide videos and/or other forms of rich media advertising content, and Publisher agrees not to intentionally solicit, induce, recruit, encourage, directly or indirectly, any advertiser that is known to Publisher to be an advertiser of Unruly Media (e.g., an advertiser which provides Distributed Content to any Site), for the purpose of offering products or services that are competitive with Unruly Media (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of the Publisher Agreement and for the 180-day period following termination of the Publisher Agreement, provided however, that the foregoing restriction shall not apply to advertisers with whom Publisher already has a relationship prior to the placement of Distributed Content on any Site(s) on behalf of such advertisers by Unruly Media, as explicitly proven by documented evidence of such prior relationship provided by Publisher to Unruly Media immediately upon Unruly Media's written request.

17. Publicity. Neither party will use the other party’s name, logo, trademarks or service marks in any press release or any other public announcement without the prior written approval of such other party. Nothing in the Publisher Agreement shall prevent either party from making any statement about its business relationship with the other within the scope of this Publisher Agreement or otherwise making public or private statements in the normal course of its business that do not disclose any Unruly Media Confidential Information. Publisher will not publicly or privately disparage Unruly Media or any of its affiliates or its products or services or business, nor engage in any action or practice that devalues or reflects poorly on Unruly Media or its reputation or goodwill. Notwithstanding the foregoing, Unruly Media may, and is hereby granted the right by you to, use your name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers.

18. No Guarantee. Unruly Media makes no guarantee regarding the number of views or engagements that any Distributed Content will deliver on Your Site(s), nor the timing of delivery of such views or engagements, since these matters are under Your control.

19. No Warranty. UNRULY MEDIA MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE UNRULY PLAYER, ANY DISTRIBUTED CONTENT, AND ANY AND ALL ADVERTISING AND/OR OTHER SERVICES PROVIDED BY UNRULY MEDIA, AND WE HEREBY EXPRESSLY EXCLUDE ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE .

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PUBLISHER AGREEMENT, UNRULY MEDIA SHALL HAVE NO LIABILITY TO YOU, YOUR END USERS OR CUSTOMERS, OR IN RELATION TO ANY OF YOUR SITE(S), OF ANY KIND WHATSOVER IN CONNECTION WITH THE DISPLAY OF ANY DISTRIBUTED CONTENT.

Without limiting the foregoing, Unruly Media will have no obligation, liability or other responsibility for anything related to your Site(s), including without limitation the receipt of queries from end users of your Site(s) or the transmission of data between your Site(s) and Unruly Media.

20. Limitations of Liability; Force Majeure. EXCEPT FOR YOUR INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAMME, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS PUBLISHER AGREEMENT WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, misrepresentation, restitution or otherwise for any loss of profits, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PUBLISHER AGREEMENT, UNRULY MEDIA'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS PUBLISHER AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY UNRULY MEDIA TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Each party acknowledges that the other party has entered into this Publisher Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labour conditions, and power failures.

21. No Agency. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by the Publisher Agreement. The relationship between Unruly Media and Publisher is not one of a legal partnership relationship, but is one of independent contractors.

22. Representations and Warranties. You represent, warrant and covenant that: (a) all of the information provided by you to Unruly Media to enrol in the Programme is correct and current; (b) you are the owner of each Site or that you are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Publisher Agreement and the Programme; (c) you have all necessary rights, power, and authority to enter into this Publisher Agreement and to perform the acts required of you hereunder; (d) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws) in your performance of any actions hereunder; and (e) all content on your Site(s) is legal to distribute in the manner and locations as distributed and that the Publisher owns or has legal right to use any and all copyrighted material.

23. Your Obligation to Indemnify. (a) You agree to indemnify, defend and hold Unruly Media, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person, arising out of, related to or which may arise from your participation in the Programme, the Site(s), and/or your conflict with, breach or violation of any term of the Publisher Agreement.

(b) Further, you agree to defend, indemnify, and hold harmless Unruly Media and the other Indemnified Persons from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to: (i) your Site(s) or any materials that appear on your Site(s), including the combination of your Site(s) or those materials with other applications, content, or processes; (ii) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Site(s) or any materials that appear on or within your Site(s); (iii) your use of the Unruly Player or any Distributed Content, whether or not such use is authorized by or violates the Publisher Agreement or applicable law or any other obligations to which you are bound; or (iv) your or your employees' negligence or wilful misconduct.

24. Unruly Media Rights. (a) You acknowledge that Unruly Media owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Programme (other than those items licensed by Unruly Media from third parties), and that you will not acquire any right, title, or interest in or to the Programme except as expressly set forth in the Publisher Agreement. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

(b) You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Unruly Player or any other aspect of any Unruly Media-provided services, software, or documentation, or create or attempt to create a substitute or similar service or product of Unruly Media through use of or access to the Programme or proprietary information related thereto.

(c) You will not remove, obscure, or alter Unruly Media's copyright notice or other proprietary rights notices affixed to or contained within any services, software, or documentation of Unruly Media.

25. Information Rights. (a) Unruly Media may retain and use, subject to the terms of the Unruly Media Privacy Policy (located at http://www.unrulymedia.com/privacy), all information You provide, including but not limited to Site demographics and contact and payment information.

(b) You agree that Unruly Media may transfer and disclose to third parties Your personal data for the purpose of approving and enabling Your participation in the Programme, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Unruly Media may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. You agree that Unruly media may share also Your personal data in the context of any sale of its business or assets.

(c) Unruly Media disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Unruly Media may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by Unruly Media, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Unruly Media the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.

26. Miscellaneous.

(a) This Publisher Agreement shall be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with this Publisher Agreement shall be adjudicated in the courts of England and Wales located in London, England.

(b) This Publisher Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Publisher Agreement must be made in a written agreement executed by both parties, or by your online acceptance of updated terms, or after your continued participation in the Programme after such terms have been updated by Unruly Media.

(c) The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Publisher Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

(d) If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Publisher Agreement will remain in full force and effect.

(e) You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Publisher Agreement, without liability to Unruly Media. Notwithstanding the foregoing, Unruly Media may assign this Publisher Agreement either (x) in whole or in severable part, to any affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Publisher Agreement) or (y) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Publisher Agreement.

Publisher Content Policies

Publishers participating in the Unruly Media Programme are required to adhere to the following policies. We ask that you read these policies carefully and refer to this document often. If you fail to comply with these policies, we may disable media serving to your site and/or disable your Unruly Media account. While in many cases we prefer to work with publishers to achieve policy compliance, we reserve the right to disable any account at any time. If your account is disabled, you will not be eligible for further participation in the Unruly Media Programme.

Please note that we may change our policies at any time, and pursuant to our Unruly Media Publisher Terms and Conditions, it is your responsibility to keep up to date with and adhere to the policies posted here.

Invalid Views or Engagements. Views or engagements in relation to any content distributed by Unruly Media must result from genuine user interest. Any method that artificially generates views or engagements in relation to any content is strictly prohibited. These prohibited methods include but are not limited to repeated manual views or engagements, using robots, automated view or engagement generating tools, third-party services that generate views or engagements such as paid-to-view, paid-to-surf or any deceptive software. Failure to comply with this policy may lead to your account being disabled.

Prohibited Content. Publishers in the Unruly Media Programme may only place content distributed by Unruly Media on sites that adhere to our content guidelines. Sites displaying our distributed content may not include, without limitation, the following types of prohibited content ("Prohibited Content"):

Violent content, racial intolerance or advocacy against any individual, group or organisation
Pornography, adult or mature content
Hacking/cracking content
Illicit drugs and drug paraphernalia
Excessive profanity
Facilitation or promotion of illegal file sharing
Sales or promotion of weapons or ammunition (e.g. firearms, fighting knives, stun guns)
Sales or promotion of tobacco or tobacco-related products
Sales or promotion of prescription drugs
Sales or promotion of products that are replicas or imitations of designer goods
Sales or distribution of term papers or student essays
Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others

Copyrighted Material. Website publishers may not display content distributed by Unruly Media on web pages with any other third party content that is protected by copyright law unless they have the necessary legal rights to display such third party content.

Site and Behaviour.

Sites showing Unruly Media content should be easy for users to navigate and should not contain excessive pop-ups.
Sites showing Unruly Media content may not contain pop-ups or pop-unders that interfere with site navigation, change user preferences or initiate downloads.
Unruly Media code may not be altered, nor may the standard behaviour of the content provided by Unruly Media or any player used to display such content be manipulated in any way that is not explicitly permitted by Unruly Media.
Any Unruly Media code must be pasted directly into web pages without modification. Unruly Media participants are not allowed to alter any portion of the code or change the behaviour, targeting or delivery of any content distributed by Unruly Media.
A site or third party cannot display our content as a result of the actions of any software application such as a toolbar.
No Unruly Media code may be integrated into a software application.
Web pages containing Unruly Media code may not be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings or otherwise interfere with site navigation.

Media Placement. Unruly Media offers a number of media formats. Publishers are encouraged to experiment with a variety of placements, provided the following policies are respected:

Up to three media units may be displayed on each page.
No Unruly Media content may be displayed in a pop-up, pop-under or in an email.
Elements on a page must not obscure any portion of the media content.
No content distributed by Unruly Media may be placed on any non-content-based pages.

Appeal. If a Publisher’s account is suspended or terminated due to invalid or prohibited activity, and the Publisher feels that the determination was made in error, the Publisher may appeal by contacting Unruly Media through its Invalid Activity Appeal Form. Upon Unruly Media’s receipt of such appeal, Unruly Media will do its best to inform Publisher of a determination based on its further review. There is no guarantee that any suspended or terminated account will be reinstated. Please bear in mind that once Unruly Media has reached a decision about a Publisher’s appeal, further appeals may not be considered. Please also note that Publishers disabled for invalid click or other prohibited activity will not be allowed any further participation in Unruly Media’s campaigns. Such terminated or suspended Publishers may not open new accounts. Any new account discovered to have been opened after an old account has been terminated or suspended may be rejected or disabled immediately without the right of further appeal.