This Publisher Agreement (the “Agreement“) sets forth the legally binding terms between you and CODEC Prime, Inc. for your use of the Services (as defined below), to the extent we make them available to you as the owner or operator (“Publisher“) of one or more websites, mobile applications, blogs and/or other properties approved by us (collectively, “Publisher Sites“). By accessing and using the Services, you agree to comply with and be bound by this Agreement. If we offer any additional Services in the future that are governed by additional terms, we will make such additional terms available to you and, unless otherwise provided, such additional terms will be incorporated herein. As used in this Agreement, “you” or “Publisher” means the individual or entity using the Services (and/or any individual, entity, or successor entity, agency or network acting on your behalf), “we,” “us” or “CODEC” means CODEC Prime, Inc. and “parties” means you and CODEC.

1. Services. We (i) provide Publishers with news content and other types of content, technology and services to inform, entertain, engage and grow their audiences, (ii) operate a platform for advertising, content and data management facilitating the integration of third party providers of online content and advertising and data on one or more of the Publisher Sites, and (iii) aggregate and license data to third parties relating to the operation of such platform (collectively, the “Services”).
2. Account. Your use of the Services is subject to your creation and our approval of an account (an “Account“) by registering at https://www.codecprime.com. To use the Services, if you are an individual, you represent that you are at least 18 years of age.
3. Authorization. You may request to register any of your websites, mobile applications, blogs and/or other properties to the Services. We may, in our discretion, reject your request and/or remove any of your Publisher Sites from the Services at any time. You agree to provide any additional information regarding your Publisher Sites and proposed Publisher Sites that we may reasonably request.

You authorize us to (i) serve advertising materials (“Ads“) from advertisers on your Publisher Sites and (ii) serve articles and other types of CODEC Content (“CODEC Content” means articles, blog entries, postings, messages, opinions, text, links, images, photos, video, sounds, works of authorship, other materials and any combination of the above from content providers on your Publisher Sites). We grant you a license to include on the applicable Publisher Sites the software codes we provide to you (the “Code“) required for us to provide the Services. You must place the Code, without modification, directly within the HTML code of the of the applicable Publisher Site that we have approved in writing for such use. You may not cover or obscure any Content or Ads via HTML/CSS, scripting or any other means. Upon our written request, you will promptly remove Code from any of your Publisher Sites. You may not place Code on any Publisher Site that we have not approved in advance.

We may reject or remove a specific Ad or CODEC Content, modify or suspend the Services and/or delete your Account at any time for any reason or no reason. Unless we expressly agree otherwise, we will have sole discretion to: (a) identify, select and manage relationships with advertisers & content providers; (b) establish pricing and other terms and conditions with advertisers; and (c) take all actions relating to the foregoing.

4. Publicity. We may use your name and logo in presentations and marketing communications. We may, at our discretion, place terms such as “Ads by CODEC” or “Content by CODEC” or similar to these together with a hyperlink as part of the Ad or content on any of your Publisher Sites.
5. Use of the Services. You are solely responsible for your use of the Services (e.g., access to and use of the Account and safeguarding usernames and passwords) and the CODEC Content. Use of the Services and the CODEC Data is subject to all applicable guidelines and policies, including, without limitation, our privacy policies available at https://www.codecprime.com/privacy-policy and you acknowledged and agree that you will be bound by the applicable privacy policy relevant to each user’s jurisdiction of residence (collectively, the “Policies”).
6. Restrictions. You will not (i) use the Services or the CODEC Content except as expressly authorized herein; (ii) use the CODEC Content for any purpose other than the “Services” expressly authorized herein, (iii) except as permitted by applicable law, copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Services or the CODEC Content; (iv) breach, disable, tamper with or interfere with the proper working of the Services or the CODEC Content or develop or use (or attempt) any workaround for any security measure related to the Services or the CODEC Content; or (v) place any Publisher Content (as defined below) on any of your Publisher Sites that (a) infringes or misappropriates a third party’s intellectual property or other proprietary rights, (b) breaches a third party’s rights or privacy or publicity or (c) contains or promotes Objectionable Activity (as defined below). “Objectionable Activity” means any content or activity that is (w) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (x) racist, hate speech or bullying, (y) adware, malware, spyware or any other malicious code or drive-by download applications and/or (z) “spam,” mail fraud, pyramid schemes, investment opportunities, or advice not permitted by law. “Publisher Content” means any blog entries, bookmarks, postings, messages, opinions, text, files, links, images, photos, video, sounds, works of authorship, feedback, bug reports and other materials available on any of your Publisher Sites.
7. Privacy. Each Publisher must (i) maintain a privacy policy that (a) provides notice of data collection practices related to the Services and usage of the Publisher Data and CODEC Content, including without limitation, use of a cookie, web beacon or other tracking mechanisms, and (b) discloses its privacy practices and (ii) operate in accordance with all Policies and all applicable privacy and data security laws and regulations.
8. Confidentiality. “Confidential Information” of a disclosing party hereunder (“Discloser”) means all of the Discloser’s non-public information, including without limitation, the terms of this Agreement. The CODEC Code is the Confidential Information of CODEC. The data collected by CODEC about the Publisher Sites related to providing the Services (“Publisher Data”) is the Confidential Information of Publisher. Confidential Information of Discloser shall not be used by the other party hereto (“Recipient”) for any purpose other than performing Recipient’s obligations or exercising Recipient’s rights as contemplated hereunder, and Recipient will not otherwise at any time disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent. Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information (i) to the extent required by law or (ii) to its employees, attorneys, accountants, banks and other financing sources and their advisors under an obligation of confidentiality.
9. Representation and Warranties. Each of Publisher and CODEC represent and warrant to the other party that (i) it holds all rights necessary to perform its obligations hereunder and (ii) all information provided by it to the other party is complete, correct and current. You further represent and warrant that (a) you own or are otherwise authorized to use, and are solely responsible for, the Publisher Content posted on any of your Publisher Sites and (b) you hold, and hereby grant to us, all rights necessary for us to perform our obligations hereunder.
10. Indemnification. Each party will indemnify, defend and hold harmless the other party and its agents, affiliates and licensors from any and all losses, claims, damages, liabilities and expenses arising from third-party claims or any government or industry investigation, including reasonable costs of investigation and reasonable attorneys’ fees (“Claims“) arising out of or related to breaches of this Agreement or allegations thereof.
11. Changes to the Services; Changes to the Agreement. We are constantly changing and improving the Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify this Agreement at any time, and will post any modifications to this Agreement on this page (https://codecprime.com/terms-publisher). Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you must stop using the Services. Your continued use of the Services after the effective date of any changes constitutes your agreement to follow and be bound by such changes.
12. Payments. We will pay you the applicable amounts determined by us for each Ad impression served by CODEC on any of your Publisher Sites within 30 days after the end of each calendar month in which the Ad impressions were served, subject to our prior receipt of valid payment and tax information. Notwithstanding the foregoing, if the amount accrued for the applicable month is less than $25 (USD) or the equivalent amount in the currency of the country in which you reside, payment will be deferred until the month in which the cumulative balance owed to you exceeds $25 (USD) or the equivalent amount in the currency of the country in which you reside, or the Agreement is terminated. We will have no obligation to make payments for any amounts that we, in our sole discretion, deem to have been generated from any Prohibited Activity (as defined below). We have the right to adjust payments for non-payment from advertisers. “Prohibited Activity” means engaging in any of the following: (a) Objectionable Activity; (b) clicking on your own Ads or using any means (automated or manual) to inflate impressions and/or clicks artificially or otherwise generate activity not driven by bona fide human intent; (c) offering a user any inducement of any kind to generate clicks or impressions; (d) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email (e) obscuring an advertisement or any portion thereof with other content, advertising or navigational elements. The parties will use commercially reasonable efforts to collaborate on the identification and elimination of any Prohibited Activity.
13. Term; Termination. This Agreement shall remain in full force and effect while you use the Services or maintain an Account. Either party may terminate access to or use of any Service or all Services or your Account for any reason or no reason, effective by us upon sending notice to the e-mail address in your Account or by you upon sending notice to [email protected].
14. DISCLAIMERS. THE SERVICES AND THE CODEC CODE ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
15. LIMITATION ON LIABILITY. EXCEPT FOR CLAIMS RELATING TO SECTION 8, SECTION 10 AND USE OF THE CODEC CODE, AND SUBJECT TO SECTION 16 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), IN EXCESS OF $1,000 OR THE EQUIVALENT AMOUNT IN THE CURRENCY OF THE COUNTRY IN WHICH YOU RESIDE.
16. Miscellaneous.  Each party will, in all matters relating to this Agreement, act as an independent contractor. Except as expressly contemplated by this Agreement, neither party has, nor will represent that it has, any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party in any capacity. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that best approximates the intent and economic effect of the affected provision. We will not be liable for any delay or failure to perform any of our obligations set forth in this Agreement due to causes beyond our reasonable control. You will not assign or transfer any rights or obligations under this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect. This Agreement is accepted upon your use of the Services or by registering to have an Account. This Agreement (which includes our Privacy Policy and any other rules posted on our website) constitutes the entire agreement between you and us regarding the use of the Services and/or the CODEC Code. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (i) if to you, to the email address submitted by you with your Account, and (ii) if to us, to [email protected]. The provisions under Sections 8 through 16 will survive termination of this Agreement for any reason.