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

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

For terms related to AUDIOPLACE.ME'S Audio Features (incorporated herein as a Service), please refer to section 15 of these terms.

1.  Enrollment as an AUDIOPLACE.ME Publisher

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

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

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

2.   AUDIOPLACE.ME’s Services

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

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

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

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

3.  Publisher Account and Information

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

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

3. Unless otherwise requested in writing by You, AUDIOPLACE.ME reserves the right to contact you by email regarding news, newsletter, marketing materials, developments or other product related information and offers

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

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

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

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

4.  Payments

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

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

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

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

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

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

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

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

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

      3. Invoices are generally paid by the 15th of the following month (75 day terms), subject tot the terms herein.

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

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

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

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

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

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

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

5.  Prohibited Uses  

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

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

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

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

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

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

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

6.  Prohibited Sites/Content

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

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

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

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

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

7.  Publisher Obligations to AUDIOPLACE.ME

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

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

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

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

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

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

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

8.  Proprietary Rights

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

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

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

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

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

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

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

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

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

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

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

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

9.  Confidentiality Obligations

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

10.  Term, Termination, and Deactivation

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

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

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

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

5. Post-termination. Upon termination of this Agreement, You must immediately remove all Links, AUDIOPLACE.ME Media, software or other content of Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination. In addition, unless otherwise requested, AUDIOPLACE.ME reserves the right to contact you by email regarding news, newsletter, marketing materials, developments or other product related information and offers.

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

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