Playbuzz Online Terms
Last Revised: November 4 th 2021
Please note that depending on your usage of our Platform, the
following additional terms shall apply:
- If you create a Playbuzz Account – the Playbuzz Creator Terms.
- If you embed or distribute an Embedded Item – the Playbuzz Publisher Terms.
- "Advertisements" shall mean any advertising materials (including content recommendations and/or any form of sponsored materials), in whatever format (including graphics, links, audio, display ads, video ads, etc.), as made available or delivered through the Platform.
- "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.
- "Objectionable Content" shall mean content that either promotes, links to content, or contains content that (i) is pornographic, sexually explicit or obscene, (ii) is harassing, threatening, abusive, inflammatory or racist, (iii) is illegal, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) is 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 16; (x) is 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) is unacceptable in Playbuzz's sole discretion.
License and Restrictions
You may not, and may not encourage or assist others to:
- Publish or distribute any Objectionable Content;
- Modify, remove, edit, amend, truncate, 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;
- Download, extract, republish, retransmit, reproduce or make any other use of the Embedded Items (including the User Content, Playbuzz Content or any portion thereof) as a stand- alone file;
- Decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Platform (including the Embedded Items or any content displayed or available therefrom) or any portion thereof.
- Copy, crawl, index, cache or store any information derived by Playbuzz, or use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology;
- Edit, remove, obscure or alter any credits, watermarks, tradenames, trademarks, logos, service marks or copyright notices set on Platform (including the Embedded Items or any content available therefrom), or remove or obscure the attribute/hyperlink to Playbuzz and the Website ("Powered by Playbuzz" or any other similar wording);
- Use the Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology to introduce any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.
- We may edit, modify, disable access or remove any content from our Platform (including from the Embedded Items), for any reason, at any time and without prior notice. We also reserve the right to remove or disable access to any content or material posted, uploaded, published or incorporated in or to the Platform, including by any Users that are repeated infringers of our policies.
- If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you.
- All right, title and interest in and to the Platform, including compilations, digital conversions, magnetic translations, software and other materials related to the Platform are and shall at all times remain the sole and exclusive property of Playbuzz, and are protected by applicable intellectual property laws and treaties.
All materials and contents (other than the User Content)
displayed, made available, included, incorporated, uploaded,
posted, published, contributed, performed or used on the
Platform, which were created by Playbuzz (together
“Playbuzz Content”), are:
- The sole property of Playbuzz and/or third parties, as applicable (including, without limitation, with respect to content from Getty Images as further detailed below);
- Protected by applicable intellectual property rights, including copyright laws; and
- All data related to the Platform or collected through the Platform (including through the use of tags, pixels, cookies, scripts or any other software components) shall be the sole property of Playbuzz. All trademarks, service marks, trade names, logos, and any other proprietary designations of Playbuzz used herein, are trademarks or registered trademarks of Playbuzz. Any other trademarks, service marks, trade names, logos and any other proprietary designations are the trademarks or registered trademarks of their respective parties. In addition, the arrangement and compilation of the Website and the Applications (including, without limitation, the “look & feel”) are the exclusive property of Playbuzz and are protected by copyright laws.
- The Platform contains User Content and Playbuzz Content. Such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Platform.
If you feel that any person or content is abusing our policies, or otherwise violating your rights, please contact us at: email@example.com. Be sure to identify the specific content and the reason you feel it should be removed. If you believe that material available on the Platform violates your copyrights, please follow the procedures set forth in Section 7.
- In the appropriate circumstances and under our sole discretion, we may disable or terminate the Playbuzz Accounts of Users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), we will respond expeditiously to valid DMCA complaints of copyright infringement committed using the Platform that are reported to Playbuzz's DMCA Designated Agent, identified in the sample notice below.
- If you are a copyright owner, or are authorized to act on behalf of one, and you believe in good faith that any material or content made available on or through the Platform has been used or exploited in a manner that infringes or violates any work or other intellectual property you own or control, please report the alleged copyright infringements taking place on or through the Platform by completing the following DMCA Notice of Alleged Infringement ("Notice") and delivering it to Playbuzz's DMCA Designated Agent. Upon receipt of a valid DMCA Notice, we will take down the material or content from the Platform and send notice to the user who posted such material or content of the DMCA Notice and their right to submit a counter notification.
You can submit a DMCA Notice by:
- Filling in and submitting our online form; or
Providing the following information to our DMCA Designated Agent:
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by a Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, including information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link(s) shown on the Platform where such material may be found;
- Provide information reasonably sufficient to permit us to contact you, including your email address, mailing address, and telephone number if available.
Include both of the following statements in the body
of the Notice:
- “I hereby state that I have a good faith belief that use of the material or content in the manner complained of is not authorized by the copyright owner, its agents, or the law.”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Deliver the Notice, with all
items completed, to Playbuzz's DMCA Designated
Agent via mail or email to:
- Via email: firstname.lastname@example.org
Via postal address:
Attn: DMCA Designated Agent
3 Aluf Kalman Magen St., Building A, 1st Floor, Tel Aviv 6107075, Israel
Tel. +972 3 9113130
DMCA Counter Notification: If Playbuzz receives a DMCA takedown Notice
concerning your User Content, you may submit a Counter Notification.
Your Counter Notification must be sent to email@example.com and must contain the following:
- A physical or electronic signature of the User.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the User will accept service of process from the person who provided the DMCA Notice or an agent of such person.
Links or Access to Third Party Content
Our Platform may 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. We do not control, endorse or assume any responsibility for any such Third Party Content. If you access any Third Party Content from our Platform, you do so at your own risk and you agree that we will have no liability arising from your use of or access to any Third Party Content.
Third Party Software
Portions of the Platform may include software that we license from third parties, which may include open source software or related components ("Third Party Software") and is subject to the terms imposed by third party licensors. We do not make any warranty with respect to Third Party Software. For further information about Third Party Software, please visit here. You agree that your use of the Platform is subject to the applicable Third Party Software referred to therein, as updated from time to time.
- Termination of a User’s access to and use of the Platform shall not relieve User of any obligations arising or accruing prior to such termination or limit any liability which User otherwise may have to Playbuzz, including without limitation any indemnification obligations contained herein.
If anyone brings a claim against Playbuzz or its subsidiaries, shareholders, directors, officers, employees, partners, or agents related to your use of our Platform, you will defend, indemnify and hold Playbuzz and its subsidiaries, subsidiaries, shareholders, directors, officers, employees, partners and agents harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) related to such claim.
Limitations on Liabilities
- To the maximum extent permitted by law, Playbuzz (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) shall not be liable for any personal injury, indirect, incidental, special, exemplary, consequential or punitive damages, or any loss of profits or revenues (regardless of whether we were advised of the possibility of such damages), whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses.
- In no event shall Playbuzz’s (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) aggregate liability for all claims relating to the Platform exceed the higher of: (a) one thousand U.S. Dollars (U.S. $1000.00) or (b) the fees paid, if any, to Playbuzz for the use of the Platform in the six (6) month period preceding the events giving rise to the liability. 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 you. In such cases, our liability will be limited to the fullest extent permitted by applicable laws.
- The Platform and all included content (including any Playbuzz Content, User Content, the Embedded Items and/or the Advertisements) are provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind. We specifically disclaim any and all warranties, express or implied, and conditions of merchantability, title, fitness for a particular purpose, and non-infringement. We do not guarantee that the Platform (including the Embedded Items and the Advertisements) and all included content will always be complete, accurate, safe, secure, bug-free or error-free, or that the Platform and all included content will always function without disruptions, delays or imperfections. We may change, suspend or discontinue the Platform (or any part thereof, including the Playbuzz Content) at any time, including the availability of any feature or database, without notice or liability. In addition, we may impose limits on certain features and services or restrict User’s access to the Platform (or any part thereof) without notice or liability.
- We do not control or direct Users' actions on our Platform and are not responsible for the content or information Users transmit or publish on or through our Platform.
- Although we reserve the right to do so, we do not regularly monitor, pre-screen or approve User Content. Playbuzz accepts no responsibility with regards to any User Content. The content that appears or made available through our Platform is intended for informational, educational or entertainment purposes only. Note that any content items on the Platform that include polls, voting, etc. are not intended to be of a scientific sample or research, and should not be relied upon as such. Before you act on information that you've found on our Platform, you should confirm any facts that are important to your decision
- To the fullest extent permitted by law, we disclaim any responsibility or liability for the accuracy, reliability, availability, completeness, operability of the Platform or to any content (including Playbuzz Content or User Content) included in the Platform.
- You expressly acknowledge and agree that the use of the Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and efforts is solely with you.
Arbitration & class action waiver
- Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights and for matters related to data security or unauthorized access to the Platform. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person's claims.
- We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose.
Third Party Beneficiaries
Severability and Entire Agreement
- Playbuzz shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- You agree to comply with the export laws and regulations of the United States and any other country with jurisdiction over the Platform, and that you shall not export or re-export, directly or indirectly, the Platform or any technical information disclosed hereunder to any destination prohibited or restricted by applicable export control regulations.
- We value hearing from our users and welcome your feedback. You may contact us anytime at the following email address: firstname.lastname@example.org
PLAYBUZZ CREATOR TERMS
Last Revised: May 21 st 2018
"User Content" means any content or materials uploaded or submitted by Users (in whatever format, including text, photos, images, animations, graphics, logos, designs, links, audio, music and video files) via the interactive content formats that are included in the Platform, and/or other content (such as posts, comments or landing pages), submitted through or on the Platform.
- In order to access certain features of the Platform you must register to create an account (“Playbuzz Account”). When you create your Playbuzz Account, you must provide us with up-to-date, accurate and complete information. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity’’. Playbuzz reserves the right to suspend or terminate your Playbuzz Account and your access to the Platform, at any time and for any reason.
- Your Playbuzz Account and profile page will be created for your personal use of the Platform and will be publicly available on our Platform for anyone to see and visit (including the information that you have provided during the registration process). You are responsible for safeguarding your password or log-in credentials. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Playbuzz Account, whether or not you have authorized such activities or actions. You hereby release Playbuzz from any and all liability concerning such activities or actions and you will immediately notify us of any unauthorized use of your Playbuzz Account.
- You may not use the Platform or register with a Playbuzz Account for any commercial, promotional, endorsement, advertising, merchandising or any non-personal purposes, including through any use of the Platform (such as by creating or embedding Embedded Items) that directly or indirectly derives a commercial benefit or financial gain, except with our prior and explicit approval, on terms to be agreed upon in writing.
- If you intend to use our Platform for any business or commercial purposes, then you should contact us at: email@example.com and ask for our written approval prior to any such usage. Subject to the above, please note that if you register to such an account for business or commercial purposes, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided herein and to bind the entity to the terms herein, and that you agree to such terms on the entity's behalf.
Grant of License
When you create, publish, post, upload or contribute User
Content to our Platform, such User Content belongs to you, and
you agree to grant Playbuzz an irrevocable, non-exclusive,
worldwide, transferable, perpetual, royalty-free,
sub-licensable license to:
- Use, copy, store, publish, display, broadcast, make publicly available, exploit, link, distribute, reproduce, download, translate, abridge, amend, modify, adapt, create derivative works of and otherwise use the User Content, and to allow Playbuzz to sub-license others to do so, for the purpose of providing, publishing, embedding, distributing or promoting the Platform (including for any advertising or commercial purposes related thereto); and
- Incorporate advertising material or sponsored content, inside or adjacent to the User Content, as well as publishing, distributing or promoting User Content through the Platform, on any media channels and in any format, including in Embedded Items, and to authorize others (including, without limitation, our service providers, partners, advertisers, publishers and clients) to do so, without any obligation to compensate you; and
- Identify and credit you as the creator or translator of such User Content and use any information that you have provided during your registration to our Platform (for example your name, photograph and other information) in connection with the publication, distribution, advertising or promotion of the User Content, and to allow others to do so for any purpose. However, this does not require or obligate us to provide such credit, if any, to you, and we reserve the right to omit such credit or attribution at any time and in our sole discretion.
If you choose to make your User Content publicly available on
our Platform, you hereby grant any person (including
non-registered Users of our Platform) a non-exclusive,
perpetual license to view, use or interact with your User
Content (for example by voting, ranking or submitting
commentary) as well as to translate, edit and modify your User
Content, and to allow others to share and embed your User
Content outside of the Website (for example, in Embedded
Items), subject to the terms and conditions in our
Publisher Terms. To
that end, we have developed control tools which allow you to
select who can view, interact with, translate, share or embed
your User Content. The choices ticked by you during the
content creation process, may determine how your User Content
will be used, displayed, and shared:
- Public: Selecting "Public" will make the User Content publicly available (for example, it may be featured on our Website, our Application and on the Embedded Items). This means that you are allowing anyone (including non-registered Users of the Platform) to view and interact with your User Content, to share and embed it within the Embedded Items and to associate it with you.
- Direct Link: Selecting "Direct Link" will make the User Content available for embedding only to persons who have access to the User Content's URL. This means that you will be able to embed your User Content wherever you include that URL and that as a default, such User Content will not be publicly displayed on the Website. However, it should be noted that all User Content is hosted on the Website and can be accessed if a User has received a link thereto which will allow access to that specific page where it resides.
- Only Me: Selecting "Only Me" will make the User Content available and visible only to you.
- The licenses detailed in this section shall remain in full force and effect after the termination of your Playbuzz Account or your use of the Platform (including if you decided to delete your User Content), for any reason whatsoever, and shall not affect or derogate from your ownership rights over the User Content, as provided in these Terms.
- You understand that by making your User Content available for translation on our Platform (by allowing "Translation" during the content creation process), you are allowing other Users to translate, edit and modify your User Content, and to associate such translation with you.
- When you create, publish, post, upload or contribute User Content to our Platform, such User Content belongs to you, and you agree to grant Playbuzz an irrevocable, non-exclusive, worldwide, transferable, perpetual, royalty-free, sub-licensable license to:
When you create, upload or contribute User Content to our
Platform, you represent to us that:
- The User Content does not violate these Terms or contain any Objectionable Content.
- You will not 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 that has either commissioned and/or paid for the creation of such items and/or received it for free or as add-ons as part of a sponsorship packages on or within the Embedded Items, unless explicitly agreed upon by Playbuzz in writing by entering into a written agreement which will include the terms for such usage.
- You have obtained all rights (including intellectual property rights) and approvals, necessary to grant Playbuzz and other Users (including, without limitation, our publishers) the licenses provided herein in connection with the User Content, and that your use of the User Content doesn’t conflict with any permits or licenses you may have granted to others.
- You are solely responsible for the User Content, and assume all risks associated with it, including any person's reliance on its accuracy or claims that might stem from such User Content, as well as any liability, cost, expense or loss to Playbuzz or to any third party resulting from such User Content.
- You agree to defend, indemnify, and hold harmless Playbuzz and its subsidiaries, shareholders, directors, officers, employees, partners and agents harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) caused or resulting from the User Content including any claim concerning violation or infringement of any proprietary rights, including without limitation, with respect to your use of the Getty Content in breach of these Creator Terms.
- You understand that we are under no obligation and do not guarantee that the User Content will be displayed or promoted on our Platform.
- You understand that although we exercise reasonable efforts to preserve the materials stored on the Platform, you are solely responsible for creating back-ups of your User Content, and we shall not be responsible or liable in any way for the failure to preserve your User Content.
- We may (but are not obligated to) allow you access to images, graphics, stills, designs, text, audios, videos and other material which was licensed to Playbuzz by Getty Images ("Getty Content"), in connection with the creation of Embedded Items. You agree to use Getty Content in accordance with the terms of the agreement between Playbuzz and Getty Images, and to abide by any additional terms or restrictions applicable to your use of Getty Content, as may be conveyed to you from time to time, including the Getty Images Premium Access Standard Terms and Conditions, as available here (as may be amended from time to time). You are fully responsible and assume any and all liability in connection with your use of Getty Content.
- You agree that your use of Getty Content may give rise to third party rights (such as publicity or privacy rights), and that Playbuzz does not provide any clearances and/or release(s) that may be required as a result of your use of Getty Content, including from any representative guild, union, professional organization, or other authorized representative, and you acknowledge that you shall be solely responsible for obtaining any and all necessary licenses, releases or waivers permitting you to use the name, likeness or other attribute of any individual or entity appearing in the Getty Content. You acknowledge that nothing herein shall be construed as granting ownership or copyright in the Getty Content to you. Playbuzz reserve the right, at any time and in its sole discretion, to restrict or block your access to or use of Getty Content, and to remove any Getty Content, including from Playbuzz Content which was embedded on third party websites, social networking platforms or applications.
When you incorporate Getty Content in an Embedded Item that
you create, you will:
- Include the following credit line adjacent to the Getty Content: "Contributor or Partner/Getty Images", to the extent technically possible;
- Not use Getty Content in connection with Embedded Items which are designed to induce or involve the sale, license or other distribution of "on demand" products (including postcards, mugs, t-shirts, calendars, posters, electronic greeting cards, wallpaper or ringtones for mobile telephones and other items);
- Not use any Getty Content that contain NBA or WNBA images;
- If the Getty Content features a model or property in connection with a subject that would be unflattering or controversial to a reasonable person, you must accompany such use with a statement that indicates that: (i) the Getty Content is being used for illustrative purposes only; and (ii) any person depicted in the Getty Content, if any, is a model;
- Not use the Getty Content for any commercial, promotional, endorsement, advertising, merchandising or non-personal use, including through any use of the Getty Content that directly or indirectly derives a commercial benefit or financial gain, whether to you or to any third party on your behalf, or compile or use any information obtained through the Getty Content and/or any underlying technology for the purpose of direct marketing, spamming, or other unsolicited communications;
- Not download, extract, republish, retransmit, reproduce or make any other use of Getty Content as a stand-alone file (meaning, separate of the User Content to which it is incorporated, such as for a screensaver), or make any derivate use of the Getty Content, except to the extent strictly enabled through the embedded and standard functionality of the Platform, or make Getty Content accessible in any other physical or electronic medium (such as fine art prints);
- Use the Getty Content and/or any underlying technology other than in compliance with all applicable federal, state, and local laws; and
- Cease use of Getty Content, and delete or remove any Getty Content from your Embedded Items and/or servers, upon notice from Playbuzz.
- When you create, upload or contribute User Content to our Platform, you represent to us that:
Playbuzz may (but is not obligated to) provide registered Users access to its proprietary Playbuzz Analytics platform that will allow such Users to manage and view Embedded Items’ analytics and metrics (such as unique views, clicks, end- user engagements, etc.) ("Playbuzz Analytics"). Access to Playbuzz Analytics (including to the various accessibility levels therein), may be subject to a license fee to be paid by registered Users to Playbuzz, pursuant to the terms of a separate and written agreement entered between the registered Users and Playbuzz. Notwithstanding the foregoing, you acknowledge that any information included in the Playbuzz Analytics is subject to performance and traffic quality. Such information is not guaranteed to be accurate and is subject to adjustments and modifications 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 Playbuzz Analytics.
PLAYBUZZ PUBLISHER TERMS
Last Revised: September 1st 2018
Playbuzz supports the IAB initiative ads.txt (also known as Authorized Digital Sellers). Where an ads.txt file is present, Playbuzz will only buy publisher inventory from authorized sellers. In the absence of an ads.txt file, Playbuzz will not exclude the Publisher from targeting, but will continue to recommend that all publishers adopt ads.txt at the earliest opportunity.
- "Confidential Information" shall mean any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the date the Publisher Terms entered into effect, 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.
- "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), including any personal and non-personal information pertaining to Users collected through their interaction with the Embedded Items, Advertisements and/or with the Asset.
"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
Inclusion or counting of views or clicks by:
- 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);
- Non-human visitors (such as bots); and
- Inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being;
- Masking or cloaking the Asset's URL, or employ any means to obscure the true source of traffic, or conceal conversions;
- 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);
- Installing or transmitting Malicious Code (as hereinafter defined).
- Inclusion or counting of views or clicks by:
- "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.
- "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).
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.
Publisher Representations and Warranties
Publisher represents and warrants that:
- It has the full right to grant the rights granted hereunder.
- It owns and operates the Asset, or is otherwise properly licensed to embed the Embedded Items and the Tag on the Asset;
- 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;
- 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; and
- 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.
Publisher further agrees that it will not:
- Remove, alter, disable or circumvent any Tag or otherwise interfere with Playbuzz's ability to monitor User interaction in accordance with these Publisher Terms;
- 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;
- Engage in any Fraudulent Activity;
- 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.
- Place Embedded Items on Assets that utilize "zombie cookies" and/or "super-cookies", and/or otherwise circumvent the end user's privacy collection preferences.
- Publisher represents and warrants that:
- 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, in accordance with the Playbuzz Data Protection Addendum (as applicable), which is incorporated herein by reference.
- 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 Data through the use or access to the Embedded Items and the Advertisements, and 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 Data (including, without limitation, the Tag and any cookies, web beacons, etc.), and including with respect to displaying interest-based or targeted content.
- Playbuzz may enable its partners (including its 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. 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.
- Publisher agrees that the Embedded Items are ad-supported and therefore Playbuzz may (but is not obligated to) deliver or include any Advertisements, within or adjacent to the Embedded Items on the Asset(s), for any promotional or marketing purposes, 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 written agreement.
- Publisher further agrees not to include any advertising, promotional or marketing materials of any kind within the Embedded Items, unless explicitly agreed upon by Playbuzz by entering into a separate and valid Insertion Order or any other form of written agreement.
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, whether on Publisher's behalf, or whether promoting a 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 (collectively, "Branded Content") – then in addition to the terms contained therein, the Publisher represents that 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.
- 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.
- Notwithstanding the foregoing, Publisher acknowledges that any information included in Playbuzz Analytics 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 Playbuzz Analytics 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 Playbuzz Analytics and/or of the Reports.
- 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 written 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 of these Publisher Terms, 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.
- 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 written 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.
- 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.
- 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 provides this information or otherwise satisfies 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.
- 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.
- 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.
- 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 written agreement entered between Publisher and Playbuzz. Not more than twice a year during the term of these Publisher Terms and for the period of one (1) year following the end of the term of these Publisher Terms, 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 written 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.
- During the term of these Publisher Terms and for a period of three (3) years 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. During such period, each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, 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.
- 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.
- 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 actions or omissions (including any claim concerning violation or infringement of any Proprietary Rights); (iii) Publisher’s breach or alleged breach of any of Publisher’s representations, warranties or agreements set forth herein (including with respect to any User Content uploaded by Publisher); or (iv) the embedment of the Embedded Items on the Asset.
- 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.
- 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.
Links or Access to Third Party Content
- Publisher agrees that its use of Getty Content (as specified in the Creator 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 Creator Terms and the terms provided herein), and Publisher specifically represents that 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.
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.
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.