Unruly Media Publisher Terms & Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FREQUENTLY ASKED QUESTIONS BEFORE REGISTERING FOR THE UNRULY MEDIA PUBLISHER PROGRAMME. PARTICIPATION IN THE UNRULY MEDIA PUBLISER PROGRAMME INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE UNRULY MEDIA PUBLISHER PROGRAMME.

Introduction. This agreement ("Agreement") between You and Unruly Media Ltd ("Unruly Media") consists of these Unruly Media Publisher Terms and Conditions ("Terms and Conditions"). A description of the Unruly Media Publisher Programme (the "Programme"), as generally offered by Unruly Media, is available at the Publisher Frequently Asked Questions ("FAQ") URL, located at http://www.unrulymedia.com/publisher-faq, or such other URL as Unruly Media may provide from time to time. "You" or "Publisher" means any entity identified in an enrolment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1. Programme Participation. Participation in the Programme is subject to Unruly Media prior approval and Your continued compliance with the Programme Policies ("Programme Policies"), located at http://console.unrulymedia.com/publisher/policies, or such other URL as Unruly Media may provide from time to time. Unruly Media reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Programme, You represent that You are at least 18 years of age and agree that Unruly Media may serve third party and/or Unruly Media provided videos (such Unruly Media-served videos, collectively, "Videos") in connection with the Web site(s) that You designate (each such Web site, a "Site"). Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Unruly Media (including by electronic mail).

2. Implementation and Operation of Videos. You agree to comply with the specifications provided by Unruly Media from time to time to enable proper delivery, display, tracking, and reporting of Videos in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by Unruly Media in any way, unless expressly authorized in writing by Unruly Media (including by electronic mail).

3. Communications Solely With Unruly Media. You agree to direct to Unruly Media, and not to any advertiser, any communication regarding any Video(s) displayed in connection with Your Site(s).

4. Parties' Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of Unruly Media's specifications, and adherence to the terms of this Agreement, including compliance with the Programme Policies. Unruly Media reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Videos or any engagement in any activity prohibited by this Agreement. Unruly Media is not responsible 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. In addition, Unruly Media shall not be obligated to provide notice to You in the event that any Video is not being displayed properly to end users of the Site(s).

5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate views of or clicks on any Video through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, or filter the content contained in any Video, or remove, obscure or minimize any Video in any way; (iii) 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 a Video ("Advertiser Page"); (iv) 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 Video and the Advertiser Page; or otherwise provide anything other than a direct link from a Video to an Advertiser Page; (v) display any Video(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Videos through or from, or otherwise incorporate the Videos in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache any Videos, or any part, copy, or derivative thereto; (viii) act in any way that violates any Programme Policies posted on the Unruly Media Web Site, as may be revised from time to time, or any other agreement between You and Unruly Media (including without limitation these Terms and Conditions), or engage in any action or practice that reflects poorly on Unruly Media or otherwise  isparages or devalues Unruly Media's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Termination and Cancellation. Subject to any third party agreements You may have with other Unruly Media customers, You may stop displaying Videos on any Site in the Programme with or without cause at any time by removing the Unruly Media JavaScript or similar programming from Your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Programme to publisher-services@unrulymedia.com. This Agreement will be deemed terminated within ten (10) business days of Unruly Media's receipt of Your notice. Unruly Media may investigate any activity that may violate this Agreement. Unruly Media may at any time, in its sole discretion, terminate all or part of the Programme, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Programme for any reason. In addition, Unruly Media reserves the right to terminate without notice any account that has not generated a sufficient number of valid views of Videos (in each case as measured by Unruly Media) for a period of two (2) months or more. Upon termination of participation of any Site in the Programme or termination of this Agreement for any reason, Sections 3, 6 through 10, and 14 through 17 shall survive termination.

7. Confidentiality. You agree not to disclose Unruly Media Confidential Information without Unruly Media's prior written consent. "Unruly Media Confidential Information" includes without limitation: (a) commercial information relating to Videos and clients of Unruly Media, including but not limited to the payment offered to You for specific campaigns; (b)all Unruly Media software, technology, programming, specifications, materials, guidelines, documentation, images and screen shots relating to the Programme; (c) statistics relating to Site performance in the Programme provided to You by Unruly Media; and (d) any other information designated in writing by Unruly Media as "Confidential" or an equivalent designation. However, 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.

8. No Guarantee. Unruly Media makes no guarantee regarding the level of views of Videos, the timing of delivery of such views, or the amount of any payment to be made to You under this Agreement.

9. No Warranty. UNRULY MEDIA MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT VIDEOS ARE BASED ON NON-UNRULY MEDIA CONTENT, UNRULY MEDIA SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH VIDEOS.

10. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE Programme, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) UNRULY MEDIA'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS 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 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. 11. Payment. You shall receive a payment related to the number of valid views of Videos displayed in connection with Your Site(s), in each case as determined by Unruly Media for its participants in the Programme. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by Unruly Media within approximately thirty (30) days after the end of each calendar month that Videos are running on Your Site if Your earned balance is $50 or more. In the event the Agreement is terminated, Unruly Media shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following Unruly Media's receipt of Your written request, including by email, to terminate the Agreement) or by Unruly Media. In no event, however, shall Unruly Media make payments for any earned balance less than $10. Notwithstanding the foregoing, Unruly Media shall not be liable for any payment based on: (a) any amounts which result from invalid views of Videos generated by any person, bot, automated Programme or similar device, as reasonably determined by Unruly Media, including without limitation through any views (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on Videos, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (b) Videos delivered to end users whose browsers have JavaScript disabled; (c) Videos benefiting charitable organizations and other placeholder or transparent Videos that Unruly Media may deliver; (d) Unruly Media videos for its own products and/or services; or (e) views co-mingled with a significant number of invalid views described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. Unruly Media reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Unruly Media's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Videos are displayed in connection with Your Site(s) defaults on payment for such Videos to Unruly Media. In addition, if You are past due on any payment to Unruly Media in connection with any Unruly Media programme (including without limitation the Unruly Media Publisher Programme), Unruly Media reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Programme by amounts owed by You to Unruly Media. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Programme. Unruly Media may change its pricing and/or payment structure at any time. If You dispute any payment made under the Programme, You must notify Unruly Media in writing within thirty (30) days of any such payment; failure to so notify Unruly Media shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Unruly Media. No other measurements or statistics of any kind shall be accepted by Unruly Media or have any effect under this Agreement. The payments made under this 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 (including by electronic mail).

12. Publicity. You agree that Unruly Media may use Your name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers. If You wish to use Unruly Media's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement.

13. Representations and Warranties. You represent and warrant 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 Agreement and the Programme; (c) You have all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

14. Your Obligation to Indemnify. 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(s), arising out of, related to or which may arise from Your use of the Programme, the Site(s), and/or Your breach of any term of this Agreement.

15. Unruly Media Rights. 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 (including  Unruly Media's Brand Features, and excluding 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 this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Unruly Media services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Programme or proprietary information related thereto. You will not remove, obscure, or alter Unruly Media's copyright notice, Brand Features or other proprietary rights notices affixed to or contained within any Unruly Media services, software, or documentation. "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.

16. Information Rights. Unruly Media may retain and use, subject to the terms of the Unruly Media Privacy Policy (located at http://www.unrulymedia.com/privacy, or such other URL as Unruly Media may provide from time to time), all information You provide, including but not limited to Site demographics and contact and billing information. You agree that Unruly Media may transfer and disclose to third parties personally identifiable information about You 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. 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.

17. Miscellaneous. This Agreement shall be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the courts of England and Wales. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this 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. 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 Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Unruly Media. Notwithstanding the foregoing, Unruly Media may assign this Agreement to any affiliate at any time without notice. The relationship between Unruly Media and You is not one of a legal partnership relationship, but is one of independent contractors.