Terms of Service for Publishers

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PUBLISHEDIN TERMS OF SERVICE FOR PUBLISHERS

These Terms of Service (this “Agreement”), constitute a legal agreement between Publishedin.com (“Publishedin”) and you (“Publisher”). This Agreement governs your use of the Software and Service (as defined below). By clicking “I Agree,” you agree to all terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other organization, you hereby warrant and represent that you are authorized to enter into this Agreement on behalf of such company or other organization.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Payments” means monetary payments made to you from advertisers (“Businesses”).
“Business” means a party that operates a website and pays Publishers through Publishedin system.
“Service” means the provision of technology and access to relationships between Publishers and Businesses.
“Software” means the Publishedin software that facilitates the connection between Publishers and Businesses.

2. Registration. In order to use the Software and Service, you must complete the registration process at www.publishedin.com. Publishedin will provide you with a unique user ID and a piece of JavaScript code that you will add to the Website in order to enable the Software on the Website. For purposes of this Agreement, the term “Website” means the website or websites upon which you install the Publishedin code. The Publishedin software may only be used on websites for which you have the authority to modify.

3. License. Subject to the terms and conditions of this Agreement, Publishedin grants you a non-exclusive, non-transferable, non-sublicensable license to use the Software and Service on the Website during the term of this Agreement. You will not and will not permit any third party to (i) reverse engineer, decompile or otherwise attempt to discover the source code of the Software, (ii) interfere with the operation of the Software or Service; or (iii) use the Software or Service in any way other than as expressly set forth herein. Publishedin retains all right, title and interest in and to the Software and Service, all improvements and derivative works thereof, together with all Intellectual Property Rights embodied therein. You will have no rights with respect to the foregoing except for the limited license expressly set forth herein.

4. Responsibility for the Website. You will be solely responsible for all matters related to the content, operation and maintenance of the Website, including, but not limited to: (i) the accuracy and appropriateness of all materials posted on the Website (including, but not limited to, all information regarding Businesses and Businesses’ products and/or services); (ii) ensuring that all materials posted on the Website do not infringe or misappropriate any third party intellectual property rights; and (iii) ensuring that all materials posted on the Website are not defamatory or otherwise illegal. You represent and warrant that you shall comply with all rules, regulations and guidelines applicable to your operation of the Website and use of the Service and Software.

5. Businesses. You acknowledge and agree that (i) Publishedin uses its sole discretion in determining which Businesses the Website will be connected with.

6. Payments. Publishedin will be the “publisher of record” for all Payments, and will collect and aggregate all Paymentss due to you from Businesses. Publishedin will pay a Payment equal to a percentage of revenues that Publishedin receives from Businesses on account of referrals from the Website; such percentage will be set forth in the registration materials, which may be revised by Publishedin from time to time upon notice to you. A Business may determine, in its sole discretion, that any payment was not a bona fide transaction, and may make a Chargeback claim requesting certain Payment be cancelled or reversed. Payments are conditional for a period of sixty (60) days from the applicable transaction. Upon expiration of this sixty (60) day period, Chargebacks cannot be claimed by Businesses and Payments are unconditional. You may, on dates and at times mutually agreed upon by you and Publishedin and no more than once in any twelve (12) month period, audit and inspect relevant records of Publishedin that relate to the calculation or Payments. You will be liable for all costs and expenses associated with any such audit or inspection. If in the prior twelve (12) month period, Publishedin has already performed an audit covering the relevant records, Publishedin may present the result of that audit rather than conduct a new one. Payments of Payments due to the Publisher will be paid by Publishedin at the end of the month in which these amounts became fully unconditional.

7. Indemnity. You will indemnify, defend and hold harmless Publishedin and its members, managers, employees and agents from and against any and all liabilities, losses, damages and expenses (including reasonable attorneys’ fees and disbursements) resulting from or based upon (i) any claim that the Website infringes or misappropriates any third party intellectual property rights; (ii) your breach of any representations or warranties made by you in this Agreement or of any other obligation of yours set forth in this Agreement, or (iii) any claim by any Customer or other third party arising from our use of the Service or Software, unless due to Publishedin’s negligence or willful misconduct.

8. Privacy. Publishedin will protect all information collected from your use of the Software and the Service in accordance with the Publishedin Privacy Policy. You acknowledge and agree that it is your responsibility to disclose to users of the Website and Customers your privacy practices and policies with respect to information collected from such users and Customers through the Website.

9. Disclaimer of Warranties. THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS.” PUBLISHEDIN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SOFTWARE, THE SERVICE, THE BUSINESSES ACCESSIBLE THROUGH THE SERVICE, THE OPERATION OF THE SOFTWARE OR THE SERVICE BEING UNINTERRUPTED OR ERROR-FREE, OR OTHERWISE WITH RESPECT TO THIS AGREEMENT. PUBLISHEDIN EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT THAT PUBLISHEDIN MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY SUCH WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED BY APPLICABLE LAW.

10. Limitation of Liability. IN NO EVENT WILL PUBLISHEDIN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICE OR OTHERWISE WITH RESPECT TO THIS AGREEMENT. IN NO EVENT WILL PUBLISHEDIN’S LIABILITY FOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE PAYMENTS PAID TO YOU BY PUBLISHEDIN UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS.

11. Term and Termination. This Agreement will commence upon its execution and will continue until terminate by either you or Publishedin upon at least five (5) business days prior written notice to the other party. In the event of termination of this Agreement for any reason other than your breach of this Agreement, Publishedin will pay outstanding Payments due to you in accordance with the terms of this Agreement, provided that such amount exceeds the Minimum Amount. Upon termination of this Agreement for any reason, you will immediately cease use of, and promptly remove from the Website, all instances of the Software and the Service and promptly return to Publishedin, or at Publishedin’s request destroy, any and all copies of the Software, Service or other information relating to the intellectual property of Publishedin in your possession. Sections 1, 4, 7, 8, 9, 10, 11 and 12 will survive termination of this Agreement for any reason.

12. Miscellaneous. In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion will be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect. The paragraph headings herein are provided only for reference and will have no effect on the construction or interpretation of this Agreement. No waiver will be effective unless in writing. This Agreement will be governed by and construed in accordance with the laws of the Israel. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder will be resolved exclusively by courts located in Israel. Publishedin reserves the right to update or modify this Agreement at any time and from time to time. When Publishedin makes changes to this Agreement, the “last updated” date at the top of this Agreement will be revised. If there are material changes to this Agreement, we will notify you of any such modifications by posting a message on the Publishedin’s website. You should periodically review this Agreement. Your continued use of the Software and Service after any changes or revisions to this Agreement will indicate your agreement with the terms of this Agreement. You may not assign this Agreement without the prior written consent of Publishedin. This Agreement contains the entire agreement of the parties concerning the subject matter hereof and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.