Answer Media Publisher Terms of Service

Answer Media LLC (“Answer Media”, “we”, “us”, and “our”) provides a video monetization platform designed to provide video advertising solutions to website owners and a premium video ad inventory to advertisers. The services and software products provided through http://www.videomosh.com (“Services”) provide access to content, such as videos and ads in display, content, and video form (collectively, the “Content”).

The Services and Content and your use thereof are governed by, and subject to this Answer Media Publisher Terms of Service (the “Publisher Terms”) and the Publisher Program Policies (together with the Publisher Terms, the “Agreement”). The Publisher Terms will take precedence over any conflicting terms in the Publisher Program Policies or terms of any IOs. This Agreement is intended to make you aware of the terms and conditions that govern your use of the Services and the Content. In the event you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you” and “your” includes such entity or person in addition to you, and your acceptance of this Agreement constitutes acceptance on behalf of such entity or person.

The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application that we disclose. In the event of a conflict between this Agreement and any additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application will control.

BY USING THE SERVICES OR ANY CONTENT, YOU AGREE TO BE BOUND BY AND SUBJECT TO THIS AGREEMENT. YOU MAY NOT USE THE SERVICES OR CONTENT IF YOU DO NOT UNEQUIVOCALLY AGREE TO BE BOUND BY THIS AGREEMENT.

1.     Services.

(a)  Access to the Services. Your use of the Services is contingent on (1) the creation of a publisher account (an “Account”) and (2) our approval of your website, application, mobile service, or other such platform (each individually a “Property,” and collectively the “Properties”). By agreeing to this Agreement and using the Services, you permit us to serve Content in the agreed upon format on your Property. If you do not comply with this Agreement, we may revoke any license granted in this Agreement and limit, restrict, and revoke your access to the Services and Content.

(b)  Using the Services. You may use the Services only as permitted by this Agreement and applicable law.

(c)   Modification. We may discontinue or alter any aspect of the Services, remove Content from the Services, restrict the time the Services are available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to the Services without prior notice or liability to you. Your only remedy is to discontinue using the Services if you do not want a modification we make to the Services.

(d)  Removal of Access. You agree that we may, under certain circumstances, immediately suspend or terminate your access to the Services or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this Agreement or other incorporated agreements or guidelines; (2) discontinuance or material modification to the Services; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; and (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.

2.     Compensation and Payment.

(a)  Compensation. You will be compensated 50% of the ad revenue paid to us for Content displayed and viewed on your Property OR in  accordance with the pricing terms of a separate IO, for which email will suffice.

(b)  Payment. You will receive a payment from us related to the number of valid impressions, as determined by us and our advertisers, on ads displayed on your Property. Except in the event of account termination, we will pay you 60 days following any calendar month in which the earned balance in your Account equals or exceeds $500. Payments will be solely based on amounts paid to us by advertisers. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by our third party ad suppliers or by us. Invalid activity includes, but is not limited to: (1) spam, invalid queries, invalid impressions or invalid ads generated by any person, bot, automated program or similar device, including through any impressions originating from your IP addresses or computers under your control; (2) solicited impressions generated by payment of money, false representation, or requests for end users to click on ads or take other actions; (3) ads served to end users whose browsers have been hijacked; and (4) impressions co-mingled with a significant amount of the activity described in (1), (2), or (3). To ensure proper, timely payment, you are responsible for providing accurate contact and payment information to us. You are responsible for any charges assessed by your bank or payment provider.

3.     Content.

(a)  License Grant. We grant to you the non-exclusive, nonassignable, nontransferable right and license to access, display, integrate, and use, as provided by law, the Content. You agree to allow Content to display only on a Property that we approve in writing.

(b)  Content Ownership. You acknowledge that the Content licensors, suppliers, and distribution partners (“Content Licensor”) own, and will own and retain, all right, title and interest, including, without limitation, all copyright, trademark, trade secret, patent, and other intellectual property and proprietary rights in and to the Content and all aspects thereof. You may not obscure or remove any proprietary rights notices contained in or on the Content.  The Content Licensor owns and retains any and all rights in and to the Content or any portion thereof not expressly granted herein to you.

(c)   Restrictions. You may not (1) access, download, copy, modify, edit, cut, rearrange, reproduce, reproduce, transmit, distribute, relicense, transfer, market, sell, rent, or otherwise use or exploit the Content except as expressly authorized herein; (2) charge any fee or other consideration for access to the Content by end users; (3) use the Content in a manner that implies an endorsement of any product or service other than the underlying work; or (4) modify, reverse engineer, reverse compile or otherwise attempt to gain access to elements of the Content not made evident through the normal access or application programming interface in whole or in part or otherwise use the Content and related documentation other than as expressly authorized by this Agreement.

(d)  Proprietary and Copyright Notices. You must include the Content Licensor’s Proprietary Marks as provided by us and include a mutually agreed upon notice of the Content copyright and other Proprietary Marks wherever Content is made available to a user. In utilizing the Content Licensor’s Proprietary Marks, you acknowledge and agree that: (1) all usage of the Proprietary Marks, and any goodwill established thereby, inure to the exclusive benefit of the Content Licensor and that this Agreement does not confer any goodwill or other interests in the Proprietary Marks; (2) except as expressly permitted by this Agreement, any use of the Proprietary Marks are subject to the Content Licensor’s express prior written approval at their sole discretion; and (3) any unauthorized use of the Proprietary Marks, or any use not in compliance herewith, constitutes an infringement of Content Licensor’s rights unless otherwise permitted under applicable law. “Proprietary Marks” means patents, copyrights, trademarks, trade names, publicity rights, privacy rights, trade secrets, service marks, logos, and other proprietary designations.

4.     Representations, Warranties and Disclaimers.

(a)  User Representations. You represent and warrant that: (1) you have full power and authority to enter into this Agreement; (2) you are the owner of, or are legally authorized to act on behalf of the owner of, the Property; (3) you are the technical or editorial decision maker in relation to the Property on which the Services are implemented and that you have control over the way in which the Services are implemented on the Property; (4) you have never been previously terminated or otherwise had your Account disabled us or a Content Licensor; (5) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (6) all of the information provided by you is correct and current.

(b)  Disclaimers of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR MALWARE, VIRUS OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND ON THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

5.     Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND IN ADDITION TO THE WARRANTY DISCLAIMERS ABOVE, IN NO EVENT WILL (A) WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF TIME, GOODWILL, INCONVENIENCES, DATA, COMMERCIAL LOSS OR ANY OTHER INTANGIBLE LOSS, ARISING FROM, RELATING TO, IN CONNECTION WITH, OR AS A RESULT OF, THE SERVICES OR THE USE THEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE; AND (B) OUR ENTIRE AGGREGATE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE) EXCEED THE NET AMOUNT PAID TO YOU (IF ANY) FOR THE SERVICES AT ISSUE, INCLUDING, WITHOUT LIMITATION, THE HARDWARE, DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6.     Indemnification. You agree to indemnify and defend Answer Media, our officers, members, manager, employees, agents, affiliates, and Content Licensors from and against any and all third-party claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way related to: (a) your Property, including any advertising content served on the Property that is not provided by us; (b) your use of the Services; (c) your breach of any term of the Agreement; (d) your violation of any law or the rights of any third party; and (e) your negligence or willful misconduct. Content Licensors are intended third-party beneficiaries of this indemnity.

7.     Cancellation. You may discontinue your use of the Services at any time by removing the tags and relevant code from your Property. We may terminate your use of the Services and Content at any time and for any reason without prior notice to you.

8.     Confidential Information. You agree not to disclose any Confidential Information provided to you without our prior written consent. Confidential Information includes: (a) all software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of and information about features in the Services; and (d) any other information made available to you that is not public domain, marked as confidential, or would normally be considered confidential under the circumstances in which it is presented. Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party without confidentiality obligations to us.

9.     Data collection. We collect, store, and use data collected from you in accordance with our Privacy Policy, located at http://www.videomosh.com/privacy.php. The terms and conditions of the Privacy Policy are hereby expressly incorporated into this Agreement.

10.  Third Party Beneficiary. You acknowledge that Content Licensors are relying on this Agreement and are entitled to enforce the provisions of this Agreement as they pertain to such Content Licensors as third party beneficiaries of this Agreement.

11.  GOVERNING LAW AND OTHER MISCELLANEOUS TERMS

This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Kansas, without reference to its conflicts or choice of law principles. You agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under this Agreement will be in any court located in or having jurisdiction over Johnson County, Kansas. You irrevocably submit and consent to the personal jurisdiction of such courts. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement. This Agreement constitutes the entire agreement between you and Answer Media with respect to the subject matter hereof and supersedes all prior agreements, both oral and written, with respect to the subject matter hereof. Our failure to enforce any provision of this Agreement will not be deemed to be a waiver of its right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.Neither you nor Answer Media will be liable for inadequate performance to the extent caused by a condition (natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond either party’s reasonable control. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

12.  DIGITAL MILLENNIUM COPYRIGHT ACT

We respect the intellectual property of others and ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

  • an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Services sufficient to allow us to locate the allegedly infringing material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact us of Claims of copyright infringement. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.

13.  CHANGES TO THIS AGREEMENT

We reserve the right to change, modify, add, or remove portions of this Agreement at any time without prior notice. If you have any questions, or would like further clarification, please contact us. Any changes to this Agreement will be communicated on this page.

PUBLISHER PROGRAM POLICIES

1.     Your Obligations. If you choose to implement or facilitate the implementation of any of the Services or Content on a Property, you also agree to the Publisher Guidelines and Policies identified below:

(a)  Your Property must be approved in writing before you can use the Services or display the Content.

(b)  You agree not to cache any Content provided through the Services. Content served to Properties accessed through a mobile browser may not be pre-cached, cached, or stored in any fashion. Such Content must be requested dynamically and, on Properties designed for viewing on mobile devices, be refreshed when the page is refreshed.

(c)   You agree to display Content in the order at which it is served by the Services.

(d)  You may not truncate, partially display, or change the coding of any tags provided through the Services.

(e)   You agree to use the Services on only approved Properties and you will not assign any right to or syndicate the Services.

2.     Abuse of Services. Unless specifically allowed in this Agreement, you will not authorize, permit, enable or engage in any of the following: (a) generation of impressions by any automated or fraudulent means; (b) generation of impressions or results by using misleading or incented means, including: (1) requiring a user to click to receive some other benefit, obtain some other result, or perform another function (such as leaving a page or closing a window); (2) clicking on the Content except in the course of normal individual use; or (3) offering a user any inducement of any kind to click on the Content; (c) unauthorized implementations, including: (1) use, display, syndication, sublicensing or delivery of the Content anywhere other than on your Property; (2) placing Content on or after 404 or other error messages; (3) placing Content in pop-ups or pop-unders, exit windows, expanding buttons, animation, or other similar methods; or (4) using a software application that is downloaded to a user's computer to drive traffic to any Property on which the Content appears unless the application has been formally approved or given permission by the user; (d) adding, deleting or changing terms or characters of an ad tag unless explicitly permitted by us; (e) displaying anything that may obscure any portion of the Content in whole or in part; or (f) installing any program on a user's computer or replacing a user's home page, without the user's express and informed prior consent.

3.     Restrictions. You agree not to display Content on any Property that promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) excessive profanity; (e) hacking or cracking; (f) illicit drugs and drug paraphernalia; (g) sale of alcohol, tobacco, or tobacco-related products; or (h) the sale of weapons or ammunition.

We reserve the right to immediately terminate your access to the Services and Content if you violate any provision of the Publisher Program Policies and any revenue that you accumulate while in violation of any requirement of the Publisher Program Policies may be adjusted, excluded, or clawed back.

The Answer Media Publisher Terms of Service was last updated on August 5, 2016.