Playbuzz Terms of Use

1. General

1. By embedding, publishing, distributing or linking to (collectively "embed" or "embedding") any content created through our Platform, or which was made available for embedding on our Website (including any User Content or Playbuzz Content), in the form of Embedded Items (as hereinafter defined) on third party websites, social network platforms, blogs, mobile apps or other online properties (collectively "Asset(s)"), you hereby agree to these Publisher Terms (the "Publisher Terms"), as may be amended from time to time.

2. These Publisher Terms are between you, as an individual and, if applicable, the entity you represent ("Publisher"), and Playbuzz, and consist all of the following (which are incorporated herein by reference), as may be amended from time to time:

   • These Publisher Terms;

   • Playbuzz's Terms;

   • Playbuzz's Community Standards;

   • Playbuzz's Privacy Policy.

3. The definitions which appear in this document shall have the meaning ascribed to them in our Terms. Any URL referenced anywhere in the Publisher Terms may be relocated or redirected to a different URL by Playbuzz.

4. These Publisher Terms should not be interpreted as derogating from any of the obligations or responsibilities set forth in any other agreement between the Publisher and Playbuzz (including the Terms); however, in the event of any conflict between these Publisher Terms and any other agreement, the provisions set forth herein shall prevail, unless specifically stated otherwise in such agreement.

2. Definitions

1. "Confidential Information" shall mean any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the Effective Date (as hereinafter defined), and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, research and development, formulas, programming, know-how, proprietary knowledge, technology and any related documentation, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications, financial and marketing information, business plans, business procedures, clients’ list, business partners or other information disclosed by one of the parties hereto (the "Disclosing Party") to the other party (the "Receiving Party") either directly or indirectly in writing, orally or by drawings. Confidential Information shall not, however, include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development; (iv) is required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

2. "Data" shall mean all data transmitted to Playbuzz through the Tag (as hereinafter defined), including metadata (such as title, author, description and other information pertaining to the Embedded Items), Users Data (as hereinafter defined) device identifiers, IP addresses, URLs, browser and operating system and web navigation data (such as views, clicks and time stamps).

3. "Effective Date" shall mean the earlier of: (a) the date set forth in the Insertion Order (as hereinafter defined) or any other form of agreement entered between Publisher and Playbuzz; or (b) upon the embedding of the Embedded Items by the Publisher.

4. "Embedded Items" shall have the meaning ascribed to it in the Terms. For the avoidance of any doubt, Embedded Items also include Branded Content, as hereinafter defined.

5. "Fraudulent Activity" shall mean (a) the display, promotion, distribution or interaction with the Embedded Items and/or the Advertisements (as hereinafter defined) in any manner which engages with anything other than natural persons viewing actually displayed Embedded Items and/or Advertisements in the normal course of using any device, including, without limitation, browsing through online, mobile or any other technology or platform, as determined by Playbuzz in its sole discretion which may lead to falsely generated or artificially-inflated revenues; and/or (b) the automatic redirection of visitors, blind text links, misleading links, forced clicks, etc. from the Platform and/or the Embedded Items and/or the Advertisements. Without limiting the foregoing, Fraudulent Activity shall include any of the following practices:

   1. Inclusion or counting of views or clicks by:

      1. A natural person who has been engaged for the purpose of viewing the Embedded Items and/or the Advertisements, whether exclusively or in conjunction with any other activities of that person (including, without limitation, employing any means to induce, encourage, incentivize or trick the end user into viewing or clicking on Embedded Items and/or Advertisements);

      2. Non-human visitors (such as bots); and

   2. Inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being;

   3. Masking or cloaking the Asset's URL, or employ any means to obscure the true source of traffic, or conceal conversions;

   4. Generating automated, fraudulent or otherwise invalid impressions, inquiries, views, clicks or conversions, or artificially inflating impressions, inquiries, views, clicks, or conversions, or employing any misleading, deceptive or inappropriate practices (such as repeated manual clicks);

   5. Installing or transmitting Malicious Code (as hereinafter defined);

6. "Insertion Order" shall mean a binding written agreement (including an online registration page or online order form) entered into or accepted by Publisher (and/or Playbuzz, as applicable) that incorporates these Publisher Terms.

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

8. "Objectionable Content" shall mean content that promotes or contains links to content that is (i) pornographic, sexually explicit or obscene, (ii) harassing, threatening, abusive, inflammatory or racist, (iii) illegal, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) libelous or defamatory, (v) infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets or patents of such third party; (vi) violates the privacy, publicity, moral or any other right of any third party; (vii) offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by law; (viii) promotes illegal gambling, the use of illegal substances, or the consumption of alcoholic beverages or tobacco-related products; (ix) directed or primarily appeals to children under the age of 13; (x) harmful to Playbuzz's or any other party’s systems and networks, including Malicious Code, adware, spyware or drive-by download applications; (xi) violates any obligation of confidentiality; or (xii) unacceptable in Playbuzz's sole discretion.

9. "Proprietary Rights" shall mean all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered: marks, trademarks, service marks, trade names, trade dress and associated logos, domain names and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and Confidential Information; (e) all rights in databases and data compilations (including, with respect to Playbuzz, the Data), whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

10. "Tag" shall mean certain code in the Embedded Items and/or the Advertisements and/or the Assets (including cookies, script codes, pixels, URL links, tags or any other implementation or technological means) that permits Playbuzz and/or its partners or service providers to collect Data in accordance with Playbuzz's Privacy Policy and these Publisher Terms.

11. "Users Data" shall mean any personal and non-personal information pertaining to Users collected through their interaction with the Embedded Items, Advertisements or with the Asset.

3. License

Playbuzz grants Publisher a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license during the Term of these Publisher Terms to embed the Embedded Items on the Asset, subject to the terms and restrictions provided herein.

4. Intellectual Property

1. Each party retains all right, title, and interest in and to its Proprietary Rights and nothing contained in these Publisher Terms will grant either party any right, title or interest in the trademarks, trade names, service marks, copyrights and other Proprietary Rights of the other party other than the limited license grants provided herein.

2. Publisher shall not assert any Proprietary Rights in or to the Platform, Impact, the Tag, the Embedded Items, the Advertisements, and any content therein or any element, derivation, adaptation, variation or name thereof. Publisher shall not remove, obscure or alter any notices of Proprietary Rights or disclaimers appearing in any of the foregoing, unless explicitly permitted by Playbuzz. These Publisher Terms do not convey any title or ownership rights in any of Playbuzz Proprietary Rights, to the Publisher.

5. Publisher Representations and Warranties

1. Publisher represents and warrants that:

   1. It has the full right to grant the rights granted hereunder. If you work for or represent a company or other entity that is the "Publisher" for the purposes of these Publisher Terms, you further represent and warrant that you are authorized to grant the rights granted hereunder and to perform the obligations set forth herein on behalf of such company or entity;

   2. It owns and operates the Asset, or is otherwise properly licensed to embed the Embedded Items and the Tag on the Asset;

   3. It will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly, violate these Publisher Terms, the Terms or the Community Standards, or infringe upon the rights of any third party, including proprietary, privacy or publicity rights;

   4. It will not embed or promote the Embedded Items in association with any material or content (including any content displayed, made available on or linked from the Asset) which is, or which may be reasonably considered by Playbuzz (at its sole discretion) as Objectionable Content, or to be violating the Community Standards, or to be infringing upon the rights of any third party, including proprietary, privacy or publicity rights; and

   5. Any information Publisher provides Playbuzz (including contact information, payment information or any reports that were or ought to be provided by Publisher to Playbuzz) will at all times be complete and accurate, and will be maintained up-to- date at all times.

2. Publisher further agrees:

   1. To allow Playbuzz to collect Data (including Users Data) through the embedment of the Embedded Items and/the Advertisements (which include the Tag) on the Asset, as provided herein and in accordance with Playbuzz's Privacy Policy;

   2. That it will not:

      1. Modify, remove, change, edit, amend, truncate, alter, cover, hide, block, obscure, bypass or reorder any aspect of the Embedded Items or the Advertisements, unless Playbuzz makes available the means for the foregoing through an explicit embedded feature or functionality offered by Playbuzz in the Platform and to the extent enabled by such feature or functionality;

      2. Sell, sublicense, re-use, re-sell, distribute, lease, display or make any other use of the Embedded Items or the Advertisements, except as expressly permitted hereunder;

      3. Decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, modify, reproduce, hack, or create derivative works from the Platform, the Embedded Items, and the Advertisement (or any portion thereof) or any content displayed therein;

      4. Remove, alter, disable or circumvent any Tag or otherwise interfere with Playbuzz's ability to monitor User interaction in accordance with these Publisher Terms;

      5. Edit, remove, obscure or alter any credits, watermarks, tradenames, trademarks, logos, service marks or copyright notices set on the Embedded Items or remove or obscure the attribute/hyperlink to Playbuzz and the Website ("Powered by Playbuzz" or any other similar wording);

      6. Use the Platform or the Embedded Items for: (i) placing or delivering advertising materials, sponsorship, or promotions; and/or (ii) creating content items for the benefit of a 3rd party (other than Publisher) that has either commissioned and/or paid for the creation of such items and/or received if for free or as add-ons from the Publisher as part of a sponsorship packages on or within the Embedded Items, unless explicitly agreed upon by Playbuzz by entering into a valid Insertion Order or any other form of agreement which will include the terms for such usage of the Platform by Publisher;

      7. Engage in any Fraudulent Activity;

      8. Copy, crawl, index, cache or store any information derived by Playbuzz, except as expressly permitted hereunder;

      9. Engage in any action or practice that disparages or devalues Playbuzz, the Embedded Items, the Advertisements, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Platform.

   3. Place Embedded Items on Assets that utilize "zombie cookies" and/or "super-cookies", and/or otherwise circumvent the end user's privacy collection preferences.

   4. That it is solely responsible to adopt any necessary measures to limit or restrict access to the Embedded Items, as required by applicable law and/or industry best practices, including with respect to the protection of minors or children.

   5. That Playbuzz reserves the right, at its sole discretion, at any time and without prior notice to the Publisher, to remove or block any Embedded Items and/or Advertisements (or any part thereof), from the Asset. Playbuzz does not guarantee the survival, availability, display or use of any Embedded Items for any amount of time.

3. Without derogating from Publisher's representations and warranties under these Publisher Terms, Publisher agrees that Playbuzz, or anyone delegated on its behalf shall have the right, but not the obligation, to monitor Publisher's compliance with the Terms, these Publisher Terms and the Community Standards, in any form or technology chosen by Playbuzz according to its sole discretion. Publisher shall have no claim or demand against Playbuzz with respect to such monitoring.

6. Data Protection

1. Publisher grants Playbuzz a non-exclusive, royalty-free right and license to place the Tag on the Embedded Items and the Advertisements embedded on the Assets and to collect, use and disclose any Data obtained through the Tag, including Data pertaining to end users or their devices, whether identifiable or not ("Users Data"), in accordance with its Privacy Policy.

2. Publisher shall provide its end users with a notice and obtain their consent, as required by applicable laws and regulations in connection with the collection, use and disclosure of Users Data through the use or access to the Embedded Items and the Advertisements, and use commercially reasonable efforts to ensure that end users are provided with clear and comprehensive information about, and consent to, the storing and accessing of cookies or other information on the end users' devices, including with respect to the use of any technological methods for the purpose of collecting such Users Data (including, without limitation, the Tag and any cookies, web beacons, etc.), and including with respect to displaying interest-based or targeted content.

3. Without limiting from the foregoing, Publisher shall ensure that end users are provided with a notice that third parties may collect, use and share Users Data in accordance with their respective privacy policy through an adequate privacy policy which will be presented to end users, which shall address the Publisher's practices with respect to the collection, use and disclosure of any User Data obtained from the end user (including through the Tag). Such privacy policy shall be easily accessible by the end users prior to any collection, use or disclosure of Users Data.

4. Playbuzz may enable our partners (including our Publishers) to use a data management platform that will enable them to manage their audience information and Data, pursuant to the terms of an Insertion Order or any other form of agreement entered between Publisher and Playbuzz. Playbuzz may set additional rules for our Publishers regarding how such information is collected, used and shared. You acknowledge that you are solely responsible and assume all liability in connection with your use of any audience information and Data (whether through the data management platform or otherwise), including with respect to compliance with any applicable data protection laws or regulations.

5. Without limiting from the foregoing, Publisher shall collect, use or disclose Users Data in accordance with any applicable laws and with its privacy policy, and shall allow Playbuzz to provide any link or notice it deems necessary for the provision of any disclosure in or around the Embedded Items.

6. Subject to the terms of a separate and valid Insertion Order or any other form of agreement entered between Publisher and Playbuzz, and subject to the terms contained herein, Playbuzz may place a Tag on the Assets for the purpose of delivering Advertisements. In such an event, Publisher represents that it owns and operates the Asset, or is otherwise properly licensed to grant Playbuzz a non-exclusive, royalty-free right and license to place the Tag on the Assets and to collect, use and disclose any Data obtained through the Tag, including Users Data, in accordance with its Privacy Policy.

7. Advertisements

1. Publisher agrees that the Embedded Items are ad-supported and therefore Playbuzz may (but is not obligated to) deliver or include any advertising materials (including content recommendations and/or any form of sponsored materials), in whatever format (including graphics, links, video or audio), within or adjacent to the Embedded Items on the Asset(s), for any promotional or marketing purposes (the "Advertisements"), without notice to the Publisher, at its sole discretion and without any obligation to compensate or remit payments to the Publisher for the delivery or inclusion of the Advertisements, unless explicitly agreed upon by Playbuzz by entering into a separate and valid Insertion Order or any other form of agreement.

2. Publisher further agrees not to include any advertising, promotional or marketing materials of any kind to any Embedded Items unless explicitly agreed upon by Playbuzz by entering into a separate and valid Insertion Order or any other form of agreement.

8. Branded Content

1. In the event that Playbuzz and the Publisher have entered into a separate and valid Insertion Order or any other form of agreement, pursuant to which: (a) Playbuzz shall create Embedded Items on the Publisher's behalf, whether promoting the Publisher or any other third party product, brand or sponsor ("Branded Item"); and/or (b) Publisher may create Embedded Items promoting a third party product, brand or sponsor ( "Publisher Branded Item" ; together, "Branded Content") – then in addition to the terms contained therein, the following terms shall apply:

   1. Publisher represents that is has obtained all necessary permissions, rights or licenses (including all necessary Proprietary Rights) with respect to any content or materials featured in the Branded Content (including any call-to- action buttons), in whatever format (including images, logos, graphics, links, fonts, audio or video), provided by or originating from the Publisher (or its respective partners or affiliates);

   2. Publisher represents that the Branded Content (including the call-to- action button), as well as any landing page linked from the Branded Content (or any portion thereof), does not contain any content or material that may violate the Community Standards or constitute Objectionable Content, as may be reasonably determined by Playbuzz at its sole discretion;

   3. Publisher is solely responsible to provide any notice or disclosure with respect to the display or promotion of the Branded Content, as required under applicable laws, including with respect to notifying the users with regards to the commercial nature of the Branded Content.

9. Reports

1. Reports: In the event that Playbuzz provides reports to the Publisher, under an Insertion Order or any other form of agreement entered between Publisher and Playbuzz ("Reports"), such Reports shall be solely based on Playbuzz’s tracking systems and will be considered as final and non-appealable proof for the purpose of computing the fees due and payable to any party pursuant to the terms of the Insertion Order or applicable agreement. Publisher acknowledges that no other measurements or statistics of any kind will be accepted by Playbuzz or have any effect on the fee due under that Insertion Order or applicable agreement.

2. Notwithstanding the foregoing, Publisher acknowledges that any information included in Impact and in the Reports is subject to Publisher’s traffic quality, performance and compliance with the terms and conditions of these Publisher Terms, and are thereby subject to adjustments or modifications by Playbuzz at all times. The information included in Impact and the Reports is not guaranteed to be accurate and is subject to adjustments resulting from, among other things, a final accounting, deductions, traffic performance or bad referrals, all as determined by Playbuzz's sole and absolute discretion. In no event and for no reason shall Playbuzz be liable for any unavailability or inaccuracy, temporary or otherwise, of Impact and/or of the Reports.

10. Payments

1. Publisher shall not be entitled to any compensation for and/or in connection with its embedding of the Embedded Items and/or the Advertisements. In the event that Playbuzz and the Publisher have entered into a separate and valid Insertion Order or any other form of agreement that may include additional terms with respect to any Advertisements, Branded Content, license, development or consultation fees, and or any other financial arrangement that will be agreed upon between the parties thereto, then such compensation shall be pursuant to the terms stated therein and shall be solely calculated and based on Playbuzz’s tracking systems and/or Reports ("Consideration") and no other measurements or statistics of any kind shall be accepted or have any effect. It is hereby clarified that the term Consideration shall mean all revenues recognized and actually collected by Playbuzz from the distribution of the Advertisements on the Assets during the Term, under these Publisher Terms, net of: (i) third party costs for data provision, behavioral targeting or other similar information related to the Advertisements; (ii) any taxes Playbuzz is required to collect, withhold or pay with respect to the Consideration; (iii) credit card or other payment processing fees, bad debt, charge-backs, rebates, refunds, ad serving fees or bidder fees, revenue share, agency fees, third party fees and commissions, make-goods and/or other set-offs of any kind, if any.

2. Notwithstanding the foregoing, Playbuzz shall not be obligated to remit Consideration (and shall be entitled to a refund): (a) in connection with payments that were not fully remitted to Playbuzz's or approved by its third party advertisers; or (b) if determined by Playbuzz, at its sole discretion, that Publisher has engaged in Fraudulent Activity or was in breach of these Publisher Terms. It is hereby clarified that Publisher shall not be entitled to receive any additional payment except for the Consideration detailed in a valid and separate Insertion Order or any other form of agreement entered between Playbuzz and Publisher. Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher’s account. Any bank fees and other commissions incurred by Playbuzz due to any error or omission of contact or payment information may be deducted by Playbuzz from any Consideration due to Publisher.

3. Playbuzz reserves the right to deduct, set off, claw back or charge back any amounts Publisher may owe to Playbuzz against any amounts payable or otherwise owing to Publisher.

4. All payments due to Publisher under these Publisher Terms will be exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT, if applicable) (collectively, "Taxes"). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder, other than any taxes based on Playbuzz's net income. Playbuzz may be obligated by law to obtain tax information from Publisher and payments to Publisher may be withheld until Publisher provide this information or otherwise satisfy Playbuzz that Publisher is not a person from whom Playbuzz is required to obtain tax information or, if required by applicable law, may be subject to tax withholding.

5. Playbuzz reserves the right to make payments only when the monthly payment due to the Publisher exceeds USD250.00. If the monthly payment does not exceed USD250.00, Playbuzz shall have the right to withhold such payments until such time when the total payment owed to Publisher exceeds USD250.00.

6. All Consideration shall be remitted to Publisher in USD (unless Playbuzz decides otherwise) within sixty (60) days as of date of issuance of invoice and subject to its approval by Playbuzz.

7. Publisher shall keep accurate books of account and records relevant to any amounts due to Playbuzz under an Insertion Order or any other form of agreement entered between Publisher and Playbuzz. Not more than twice a year during the Term and for the period of one (1) year following the end of the Term, Playbuzz or its representatives upon at least two (2) days' prior written notice to Publisher shall have the right, during normal business hours, to examine and verify the Publisher’s books of accounts and records, at its own expense, related to the determination of the amounts due under an Insertion Order or any other form of agreement entered between Publisher and Playbuzz. If such audit reveals that Playbuzz has been underpaid, Publisher shall promptly pay all amounts due and owing unless there is a good faith dispute with respect to the findings of such audit. If an audit conclusively reveals that the amounts due have been underpaid by ten percent (10%) or more, Publisher shall also bear all reasonable costs, fees and expense, incurred in connection with such audit.

11. Confidentiality

1. During the Term and thereafter, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party's prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the Term and for a period of three (3) years thereafter to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section.

2. Upon termination or expiration of these Publisher Terms, Receiving Party shall, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all materials containing Confidential Information.

12. Warranty; Disclaimer

1. The Platform, Impact and all included content (including the Playbuzz Content, the User Content, the Embedded Items and the Advertisements) and any data made available thereto, are provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind. Playbuzz warrants that the functionality of the Platform and of Impact will be substantially as described herein, and as updated from time to time. Publisher’s sole remedy for any breach of this warranty is the termination of these Publisher Terms.

2. Playbuzz specifically disclaims any and all warranties, express or implied, and conditions of merchantability, compatibility, title, fitness for a particular purpose, and non-infringement with respect to the Platform, the Embedded Items, the Advertisements or Impact. Playbuzz does not guarantee that the Platform, the Embedded Items, the Advertisements or Impact and all included content therein will always be complete, accurate, safe, secure, bug-free or error-free, or that the foregoing will always function without disruptions, delays or imperfections. Playbuzz may change, suspend or discontinue the Platform and/or Impact at any time, including the availability of any feature or database, without notice or liability. In addition, Playbuzz may impose limits on certain features and services and/or restrict the Publisher's access to the Platform and/or to Impact (including imposing a payment requirement in connection with such features or services) without notice or liability.

3. In no event does Playbuzz make any promises or guarantees Publisher any results of any kind as to the use of the Platform, of the Embedded Items and of the Advertisements, including with respect to increased traffic or user engagement of any kind.

4. Playbuzz is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise Objectionable Content or information made available on or linked from any Asset or from the Embedded Items. Publisher confirms that it is aware that the majority of the content made available through the Website is user generated content ("UGC") and that the sole responsibility for UGC lies with its various respective creators and/or uploaders. Playbuzz does not warrant and cannot guarantee that the UGC will not be infringing in any way. It is hereby clarified that in case of infringement or other content issues that may arise with the UGC, Publishers' sole remedy with respect to such content shall be to submit written complaint to Playbuzz, which will review such complaints and remove user-generated content that is in violation with the Terms and/or with the Community Standards. Playbuzz does not monitor, pre-screen or approve UGC (including any translations) made available on the Website, and Playbuzz cannot guarantee its quality, accuracy or fitness for any purpose.

5. Playbuzz does not control or direct Publisher's actions and is not responsible for the content or information the Publisher transmits or publishes on or through our Platform, the embedment of the Embedded Items on the Asset or content made available on any Asset. It is Publisher’s own responsibility to take all steps necessary, assume all risk and to make all required decisions with respect to the embedment of any content (including the Playbuzz Content, the User Content/UGC) on any Asset. Playbuzz is not responsible for the conduct, whether online or offline, of any Publisher.

13. Indemnification

1. Publisher shall indemnify and hold Playbuzz (including its and its subsidiaries’ shareholders, directors, officers, employees, partners, advertisers and agents) harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs, collectively "Losses") resulting from, arising out of, or related to any claim against Playbuzz related to: (i) the Asset or any content made available thereto; (ii) the Publisher's User Content; (iii) the Publisher's actions or omissions (including any claim concerning violation or infringement of any Proprietary Rights); (iv) Publisher’s breach or alleged breach of any of Publisher’s representations, warranties or agreements set forth herein; or (v) the embedment of the Embedded Items on the Asset.

2. Playbuzz shall indemnify, defend, save and hold harmless Publisher from and against any and all Losses resulting from, arising out, of or related to Playbuzz's breach of any of Playbuzz's representations or warranties set forth herein.

3. The parties agree that in claiming any indemnification hereunder, the party claiming indemnification (the"Indemnified Party") shall (i) promptly notify the other party (the "Indemnifying Party") in writing of the claim; (ii) grant the Indemnifying Party sole control of the defense (except that the Indemnified Party may, at its own expense, assist in the defense); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense of the claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Indemnified Party.

14. Limitations on Liabilities

1. To the maximum extent permitted by law, Playbuzz (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) shall not be liable to Publisher for any personal injury, indirect, incidental, special, exemplary, consequential or punitive damages, or any loss of profits or revenues (regardless of whether Playbuzz was advised of the possibility of such damages), whether incurred directly or indirectly, or any loss of data (including the Data), use, good-will, or other intangible losses.

2. In no event shall Playbuzz (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) aggregate liability for all claims exceed the lower of: (a) the actual amounts paid by either party in the six (6) month period preceding the events giving rise to the liability; or (b) the amount of $1,000.00. Applicable laws may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to the Publisher. In such cases, Playbuzz's liability will be limited to the fullest extent permitted by applicable laws.

15. Term; Termination

1. These Publisher Terms shall be in effect as of the Effective Date and until terminated in accordance with this section ("Term"). Playbuzz may terminate or suspend the Publisher Terms and/or any licenses provided herein at any time and cease providing Publisher the license to embed Embedded Items, with or without cause or notice to the Publisher.

2. If Publisher violates these Publisher Terms, the Terms or our Community Standards, or if Publisher violates any terms, restrictions or limitations specified in any additional agreement(s) or Insertion Order(s) Publisher may enter into with Playbuzz or that may apply to Publisher's specific use of the Platform or the embedment of the Embedded Items, or if Publisher otherwise creates risk or possible legal exposure for Playbuzz, Playbuzz can immediately terminate the Publisher Terms and/or any licenses provided herein (including by suspending or terminating your Playbuzz Account, or otherwise restricting your access to our Platform) and/or in the additional agreement(s), as applicable.

3. Upon termination, you continue to be bound by sections 4, 5, 6, 9, 10, 11, 12, 13, 14, 15, 18, 19. Termination of a Publisher's access to and use of the Platform shall not relieve Publisher of any obligations arising or accruing prior to such termination or limit any liability which Publisher otherwise may have to Playbuzz, including without limitation any indemnification obligations contained herein.

16. Links or Access to Third Party Content

1. It is hereby clarified that our Platform, the Embedded Items and Advertisements contain links to third party websites, apps, services, offering, materials, products, advertisements, recommendations or other events or activities ("Third Party Content") that are not owned or controlled by us. Playbuzz does not control, endorse or assume any responsibility for any such Third Party Content. The embedment of the Embedded Items on the Asset is at your own risk and you agree that Playbuzz will have no liability arising from your embedment of the Embedded Items on the Asset. Please be aware that such Third Party Content own terms of use and privacy policy will apply and govern your activities and any information you disclose while interacting with such Third Party Content.

Getty Images

1. Publisher agrees that its use of Getty Content (as specified in the Terms) when embedding Embedded Items on the Asset shall be performed solely in a manner consistent with the rights and restrictions in the agreement between Playbuzz and Getty Images (in addition to the Terms and the terms provided herein), and Publisher specifically represents that:

   1. Publisher may not embed Embedded Items which incorporate Getty Content on Assets that are designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which the Getty Content is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, electronic greeting cards, wallpaper or ringtones for mobile telephones and other items.

   2. Publisher shall not, and shall not assist others to:

      1. Download, extract, republish, retransmit, reproduce or make any other use of Getty Content as a stand- alone file, or encourage any other party to engage with the foregoing;

      2. Modify, duplicate, sublicense, sell, license, re-use, re-sell, distribute, display or make any other use of Getty Content, except as expressly permitted hereunder;

      3. Remove any credits, watermarks, tradenames, trademarks, logos, service marks or copyright notices set on any Getty Content.

2. Publisher further agrees to abide by any additional terms or restrictions applicable to the Publisher's use of Getty Content that is included in the Embedded Items, as Playbuzz may convey to Publisher from time to time. Publisher is fully responsible and assumes any and all liability in connection with its use of Getty Content. Playbuzz reserves the right, at any time and in its sole discretion, to restrict or block Publisher’s use of Getty Content, and to remove any Getty Content, included in the Embedded Items on the Asset.

YouTube

1. Publisher acknowledges and agrees that embedding Embedded Items which include videos uploaded from or hosted on YouTube (through YouTube API) shall be performed solely in a manner consistent with YouTube's Terms of Service, YouTube's Community Guidelines, YouTube's Privacy Policy and YouTube's API Terms.

17. Third Parties

Playbuzz may hire other third parties to perform certain business related functions such as processing payments on its behalf. Playbuzz's payment processing partner may request that the Publisher will provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with the Publisher regarding any issues with a payment. Any information provided to such third party will be confidential and only be used for the intended purpose.

18. Modifications to these Publisher Terms

Playbuzz may revise these Publisher Terms from time to time, in its sole discretion and the most current version will always be posted on the Website (as reflected in the "Last Revised" heading). By continuing to embed Embedded Items after any revisions become effective, Publisher agrees to be bound by the revised Publisher Terms. If you do not agree to the new Publisher Terms, please stop accessing or using the Platform.

19. Miscellaneous

Governing law

1. These Publisher Terms shall be governed by the laws of the State of Israel, without respect to its conflict of laws principles. Publisher and Playbuzz agree to submit to the personal jurisdiction of competent courts located in Tel- Aviv, Israel, for any actions not subject to the Arbitration section specified in the Terms.

Publicity

1. Publisher agrees that Playbuzz may use the Publisher's name and logo for advertising and publicity purposes, and may refer to the existence of their relationship on the Website and in press releases, advertising, or marketing materials distributed to prospective partners, and for that purpose Publisher hereby grants Playbuzz an irrevocable, perpetual, worldwide license to use Publisher's name, logo, label or any other trademarks or symbols associated with the Publisher.

Force Majeure

1. Playbuzz shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Email Notifications; Email Communications

1. Playbuzz reserves the right to determine the form and means of providing notifications to you, and Publisher agrees to receive legal notices electronically if Playbuzz so choose. Playbuzz may send you marketing communications, from time to time, relating to our business or the businesses of carefully-selected third parties which Playbuzz think may be of interest to you, pursuant to our Privacy Policy. By providing us your contact details (whether through an online registration form, an Insertion Order or in any other way) you specifically agree to this. You may unsubscribe at any time from such marketing communication.

Severability and Entire Agreement

1. These Publisher Terms, together with the Terms and our Privacy Policy and any amendments thereto, and any additional agreements or Insertion Order Publisher may enter into with Playbuzz, constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.

2. If any provision of these Publisher Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Publisher Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Assignment

1. These Publisher Terms are personal to the Publisher, and are not assignable, transferable or sub-licensable by Publisher except with Playbuzz's prior written consent. Playbuzz may assign, transfer or delegate any of its rights and obligations hereunder without consent.

Relationship

1. No agency, partnership, joint venture, or employment relationship is created as a result of these Publisher Terms, and neither party has any authority of any kind to bind the other in any respect. Nothing herein shall be construed as limiting or restricting Playbuzz' right to engage in negotiations with, contract with and/or provide services to entities and/or individuals other than Publisher.

No Waiver

1. The failure of either party to enforce any part of these Publisher Terms shall not constitute a waiver of its right to later enforce that or any other part of these Publisher Terms. Waiver of compliance in any particular instance does not mean that Playbuzz will waive compliance in the future. In order for any waiver of compliance with these Publisher Terms to be binding, Playbuzz must provide you with written notice of such waiver through one of our authorized representatives.

Headings

1. The sections and paragraphs headings in these Publisher Terms are for convenience only and shall not affect their interpretation.

Contact Us

1. We value hearing from our Publishers and welcome your feedback. You may contact us anytime at the following email address: [email protected]