Radio Up

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Terms and Conditions

1. AboveAllDigital RadioUp TERMS AND CONDITIONS. These RadioUp Terms and Conditions (“Terms”) are entered into between the person, organization, or entity accepting these Terms (“Company”) and AboveAllDigital Inc. (“AboveAllDigital”). These Terms and any additional terms and conditions applicable to the Company from the RadioUp user interface, shall be considered the “Agreement.”

2. DEFINITIONS. 2.1 “Advertisement” means an audio, video, banner, rich media, or other advertisement in a format that is supported by RadioUp.

2.2 “AboveAllDigital Materials” shall have the meaning as specified in Section 5.

2.3 “Affiliate” as to an entity, means another entity that, directly or indirectly, controls, is controlled by or is under common control with such entity, where “control” means ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such entity.

2.4 “RadioUp” means the buying tool hosted and made available to advertisers, ad agencies, agency trading desks, and ad networks to enable them through a user interface to buy and manage Advertisements in the Inventory.

2.5 “Confidential Information” shall have the meaning as specified in Section 9.

2.6 “Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including, without limitation, all applications and registrations therefore and rights to apply for any of the foregoing.

2.7 “Inventory” means Advertisement inventory contained within a Property.

2.8 “Policies” means, collectively, all applicable written (which includes both printed and electronic) rules, requirements, technical standards, and policies of AboveAllDigital, Publishers, and other third parties that are set forth in the RadioUp user interface or that are otherwise provided by AboveAllDigital to Company, as may be modified from time to time.

2.9 “Property” means a web site, mobile application, or other service that is owned, operated, or represented by a Publisher.

2.10 “Publisher” means a Pandora Media Inc., iHeartMedia + Entertainment Inc., or other premium audio network or station that wants to accept Advertisements on its web site, mobile application, or other service.

3. USE OF THE PLATFORM.

3.1 Access - Subject to compliance with all Terms of this Agreement, AboveAllDigital grants to Company during the Term a limited, non-exclusive, and non-transferable license (without the right to grant sublicense) to access and use RadioUp and Company shall have the right during the Term to access and use RadioUp for purposes of transmitting creative for Advertisements, and receiving reporting related to Advertisements delivered in the Inventory, solely in the manner enabled by AboveAllDigital and in accordance with all applicable Policies. For avoidance of any doubt, Company may only connect to a Publisher in RadioUp designated by AboveAllDigital. AboveAllDigital reserves the right to modify and update the features and functionality of RadioUp from time to time. Company is solely responsible for ensuring that all information included in RadioUp is accurate and complete. Company shall be responsible for the acts of any person accessing RadioUp through its account. Company acknowledges and agrees to be responsible and liable for all the accounts that Company sets up and/or are associated with Company. Company agrees to use RadioUp in compliance with all applicable laws, rules, and regulations.

3.2 Restrictions - Company acknowledges that use of RadioUp is provided for Company’s benefit only, and agrees not to permit any third party to access or use RadioUp in connection with any web site, mobile property or other service of a Publisher. Company agrees not to attempt to, not to allow any third party to, and not to: (i) copy, distribute, rent, lease, lend, sublicense, transfer or make RadioUp available to any third party or use RadioUp on a service bureau basis; (ii) decompile, reverse engineer, or disassemble RadioUp; (iii) create derivative works based on RadioUp; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear in RadioUp or during the use and operation thereof; or (v) interfere or attempt to interfere with the proper working of RadioUp.

3.3 Participation in RadioUp - Company will provide AboveAllDigital with the Advertisement it wishes to use with RadioUp. Company shall be responsible for all their Advertisements and for setting the campaign details in the RadioUp platform. Company grants AboveAllDigital a worldwide, perpetual, fully transferable, sublicensable, non-revocable, and royalty-free license to display, publish, transmit and distribute the Company’s creatives on the Properties. AboveAllDigital reserves the right, in its sole discretion to reject and or remove any Advertisement for any reason.

3.4 Content - Customer acknowledges and agrees that it may not use RadioUp in connection with any Advertisements containing or promoting slanderous, libelous or defamatory materials, false or deceptive materials, violence, the use of firearms, discrimination of a protected group (whether based on race, skin color, sex, religion, nationality, disability, sexual orientation, age, or similar category), illegal activities, hate speech, pornography, profanity, obscenity, sexually explicit material, alcohol, online gambling, contests, games of chance, sweepstakes, pharmaceuticals, financial services, political campaigns, “eco”/”green” claims, or health/dietary supplemental products. In addition, Company providing Advertisements under this Agreement must comply with the AboveAllDigital Ad Guidelines available at https://www.AboveAllDigital.com/, which may be modified from time to time.

3.5 Suspension/Termination - AboveAllDigital may suspend Company’s access to, or use of, RadioUp if: (i) in the sole discretion of AboveAllDigital, such action is necessary to prevent errors or harm to any system or network; (ii) Company attempts to access or use RadioUp in an unauthorized manner, including, without limitation, any attempt to gain access to the accounts of other AboveAllDigital customers or use in connection with Properties that infringe third party Intellectual Property Rights, (iii) a Publisher requests that AboveAllDigital suspend Company’s access, (iv) a Publisher discontinues its use for any reason; or (v) Company’s failure to pay the Company Payments (as defined below) within ninety (90) days’ from date of invoice.

3.6 Reporting. Company shall have access to advertiser and campaign reports in RadioUp to the same extent as AboveAllDigital generally makes such reporting available in RadioUp to its other buyers.

3.7 Data- (a) Company agrees that AboveAllDigital may use and disclose any data collected in connection with the operation of RadioUp and Company’s use thereof for any lawful purpose, including, but not limited to, the following: (i) AboveAllDigital may use such data for purposes of providing Company with use of RadioUp and to fulfill its obligations in connection with Advertisements placed by Company; (ii) AboveAllDigital may disclose such data to its third party service providers that assist it in making RadioUp available as is reasonably necessary for such assistance; (iii) AboveAllDigital may disclose such data as may be required by law or legal process; (iv) to improve RadioUp and the AboveAllDigital Materials; and (v) AboveAllDigital may disclose such data where it is aggregated with data unrelated to Company and is not identified as relating to Company; provided that in all instances such data does not include PII. “PII” means personally identifiable information including name, address, phone number, and email address, but for avoidance of any doubt does not include IP address, device ID, or geo-location. (b) Company acknowledges and agrees that Company may only use any and all data collected under this Agreement solely to carry out its obligations under this Agreement.

3.8 Cookies and Beacon Data - Company represents and warrants that if it makes use of cookies and beacons in connection with Advertisements transmitted through RadioUp, it shall (i) post on its website a clear and conspicuous privacy policy that complies with all applicable laws, rules and regulations; (ii) disclose its use of such cookies and beacons; and (iii) provide links on its website to http://www.aboutads.info and http://www.networkadvertising.org (or such additional or other URLs as may be specified by AboveAllDigital from time to time) and a statement that users can click on such link to opt-out of the use of such information. Company shall comply with such other requirements that AboveAllDigital may issue in writing from time to time that relate to compliance with laws, rules, regulations, guidelines and industry standards relating to digital advertising.

4. PAYMENT TERMS.

4.1 Payments to AboveAllDigital - In order to run campaigns through RadioUp, Company must provide payment information in a form of payment that is currently available in the RadioUp platform. Company represents and warrants that any payment information provided to AboveAllDigital is true, accurate, and complete, and shall keep such information up to date at all times.

4.2 Payments by Credit Card- If Company pays with a credit or other payment card, it will be required to provide AboveAllDigital’s third-party payment processor with a valid payment card number and associated payment information verifying Company is authorized to use such payment. By submitting that information to the third-party payment processor, Company authorizes AboveAllDigital and or the payment processor to charge the card or other payment method for the charges incurred with RadioUp. The third party payment processor may run one or more payment card authorization checks on Company’s card before it is charged. Company authorizes the third-party payment processor to store Company’s payment card information and, if needed, to continue billing the card until the order for RadioUp services has been fulfilled. If AboveAllDigital does not receive payment from Company’s credit card or other payment card issuer or their agents, Company remains obligated and agrees to pay all amounts due upon request from AboveAllDigital or its agents.

4.3 Payment Terms - Any amounts due to AboveAllDigital under this Agreement not received by the date due and not disputed in good faith will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. In addition, in the event of any failure by Company to make payment, Company acknowledges and agrees that it will be responsible for all reasonable expenses (including collection agents or reasonable attorneys’ fees) incurred by AboveAllDigital in collecting such amounts. Company must submit any claims or dispute with respect to any charge to Company’s account in writing to AboveAllDigital within fifteen (15) days of the receipt of the applicable invoice, otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge.

4.4 Taxes - Company is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges in connection with the use of RadioUp, other than taxes based on AboveAllDigital’s income.

5. OWNERSHIP. As between the parties, AboveAllDigital owns all right, title and interest (including all Intellectual Property Rights) in and to RadioUp, and any software, technology, materials and information owned by AboveAllDigital prior to the Effective Date or created, authored, developed, conceived or reduced to practice after the Effective Date (“AboveAllDigital Materials”). Nothing herein shall be construed to transfer any rights, title or ownership of any of the AboveAllDigital Materials to Company. Company is not required to provide any feedback or suggestions to AboveAllDigital. To the extent Company does provide any such ideas, feedback or suggestions, Company hereby grants to AboveAllDigital a perpetual, irrevocable, royalty-free, worldwide right and license to make, have made, use, sell, offer for sale, import, reproduce, modify, distribute, make derivative works and otherwise exploit such idea, feedback or suggestions, with the right to grant sublicenses.

6. NON-CIRCUMVENTION – If AboveAllDigital introduces the Purchaser to any supplier, vendor, service provider, consultant or manufacturer of AboveAllDigital (each, a “Business Contact”) or if the Purchaser otherwise becomes aware of the identity of any Business Contact, the Purchaser will, for a period of three (3) years following the date of such introduction or knowledge, nonetheless deal exclusively with AboveAllDigital and not circumvent AboveAllDigital to order products from or otherwise do business directly with the Business Contact. For the avoidance of doubt, Purchase shall not: (a) solicit or contact, directly or indirectly, the Business Contact or any of its affiliates; (b) conduct business, directly or indirectly, with the Business Contact or any of its affiliates; or (c) circumvent AboveAllDigital with respect to the goods or services sold or provided by AboveAllDigital in any manner whatsoever. In the event that the Purchaser breaches its obligations set forth in this paragraph, Purchaser will pay a fee equal to fifty percent (50%) of the total amount paid by Purchaser for any products purchased from the Business Contact. The Purchaser acknowledges that the exact loss suffered by AboveAllDigital under this provision would be impractical and difficult to calculate, that this amount is fair and reasonable and that this amount constitutes liquidated damages and not a penalty.

6. TERMINATION.

6.1 Termination- (a) Unless specified otherwise by the parties, Company may cancel a campaign as follows: (i) Upon fourteen (14) days’ prior written notice to the other party, provided that Company will be liable for any fees incurred up until the effective date of termination for any Advertisements served. For clarity, and by way of example, if Company cancels a campaign nine (9) days prior to the serving of the first impression, the Advertisement may still be served and Company will be responsible for the first five (5) days of delivered impressions; and (ii) Company accepts that in the event of a cancellation of a campaign by Company, it shall still be liable for any commitments in the campaign accepted on a non-cancelable basis. All terms and conditions of these RadioUp Terms and Conditions will survive until all existing orders in RadioUp have ended. (b) AboveAllDigital reserves the right to immediately cancel a campaign for any reason or no reason at all. Upon cancellation, all charges for any Advertisements served but not paid shall become immediately due and payable.

6.2 Effect of Termination- All rights and obligations of the parties hereunder shall terminate upon expiration or termination of this Agreement, provided that Sections 1, 3.2, 3.7, 4 (with respect to accrued but unpaid amounts), and 5 through 11 shall survive expiration or termination of this Agreement. Without limiting the foregoing, Company shall deactivate RadioUp upon any expiration or termination of this Agreement.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNITY

7.1 Mutual- . Each party represents, warrants and covenants to the other party that: (i) it has the full power and authority to enter into this Agreement; (ii) this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.

7.2 Company- Company represents and warrants to AboveAllDigital that: (a) it has obtained from the advertisers or has all the rights necessary to transmit the Advertisements via RadioUp; (b) the Advertisements are not, and shall not be associated with any technology or activity that violates any applicable law, rule or regulation; (c) the Advertisements do not infringe upon, violate, or misappropriate the Intellectual Property Rights of any third party; (d) the Advertisements will comply with all the obligations under Section 3.4; and (e) the Advertisements will be free from any “virus”, “Trojan Horse”, “worm”, “disabling”, “lock out” or any other malicious code as such terms are understood in the computer industry.

7.3 Company Indemnity- Company shall indemnify, defend and hold AboveAllDigital, its Affiliates, or any of their directors, officers or employees harmless from any and all liabilities, damages and/or costs (including, but not limited to, reasonable attorneys’ fees) in connection with any claim or allegation made by a third party due to: (i) any breach by Company of any representation or warranty made by Company in Section 7.2; and (ii) any and all information provided by Company in RadioUp, provided that AboveAllDigital: (i) promptly notifies Company in writing of the claim, except that any failure to provide this notice promptly only relieves Company of its responsibility pursuant to this Section 7.3 to the extent its defense is materially prejudiced by the delay; (ii) grants Company sole control of the defense and/or settlement of the claim, provided that Company may not agree to any settlement that admits fault by AboveAllDigital or purports to bind AboveAllDigital without AboveAllDigital’s prior written consent (not to be unreasonably withheld); and (iii) provides Company, at Company’s expense, with all assistance, information and authority reasonably required for the defense and/or settlement of the claim.

8. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TECHNOLOGY, MATERIALS, SERVICES AND INTELLECTUAL PROPERTY RIGHTS PROVIDED BY AboveAllDigital HEREUNDER ARE PROVIDED AS IS AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. AboveAllDigital AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY RadioUp WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. AboveAllDigital DOES NOT WARRANT THE RESULTS OF USE OF RadioUp OR THE AMOUNT OF REVENUE COMPANY WILL BE ABLE TO DERIVE IN CONNECTION THEREWITH.

9. CONFIDENTIALITY. Each party shall keep confidential all information and materials provided by the other party including all non-public information and know-how of the other party disclosed by any party hereunder in writing, orally, or by drawing or other form (“Confidential Information”). All such information disclosed by either party to the other, whether orally, in writing, by inspection or otherwise, shall be deemed to be Confidential Information of the disclosing party unless otherwise expressly agreed in writing by the party disclosing such information, provided that such information is marked as “confidential” or bears a similar legend or is information that the receiving party knows, or reasonably should have known, is the Confidential Information of the disclosing party. Furthermore, this Agreement, the terms of this Agreement, the features and functionality of RadioUp and the connections thereto, as well as any information regarding planned modifications or updates thereto or future AboveAllDigital products and services shall also constitute Confidential Information of AboveAllDigital. Each party shall keep and instruct its employees and agents to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall use Confidential Information other than for purposes of performing its obligations hereunder or as authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, or (iv) developed by the receiving party without reference to Confidential Information. Disclosure of Confidential Information shall not be prohibited if such disclosure: (a) is in response to a valid order of a court ordering such disclosure; provided, however, that the party subject to the court order shall first have given at least fifteen (15) days, advance written notice to the other party; or (b) is otherwise required by law. If any party, its employees, or its agents breach or threaten to breach the obligations of this Section 9, the affected party may seek injunctive relief from a court of competent jurisdiction without the posting of a bond, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.

10. LIMITATION OF LIABILITY- EXCEPT WITH RESPECT TO SECTION 7.3 OR EITHER PARTY’S BREACH OF SECTION 9, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT WITH RESPECT TO SECTION 7.3, EITHER PARTY’S BREACH OF SECTION 9 OR COMPANY’S BREACH OF SECTION 3, IN NO EVENT WILL AboveAllDigital’S LIABILITY AND DAMAGES UNDER THIS AGREEMENT EXCEED THE SUM OF THE CAMPAIGNS GIVING RISE TO THE LIABILITY UNDER THIS AGREEMENT. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. MISCELLANEOUS.

11.1 Relationship of the Parties - The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties.

11.2 Assignment - Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that AboveAllDigital may assign its rights and obligations under this Agreement without the consent of the Company in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.

11.3 Force Majeure - Except for payment obligations, neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

11.4 Notices - All notices under the Terms of this Agreement shall be given in writing and sent by internationally recognized overnight carrier with delivery confirmation or shall be delivered by hand to the other party’s primary contact. For clarity, notices to AboveAllDigital shall be sent to the attention of “Chief Executive Officer”, with a copy to “Legal Department” at 487-A S. El Camino Real, San Mateo, California 94402. All notices shall be presumed to have been received when they are hand delivered, or on the business day following the day of delivery by overnight carrier.

11.5 Construction - This Agreement shall be fairly interpreted and construed in accordance with its Terms and without strict interpretation or construction in favor of or against either party. Section headings are for reference purposes only, and should not be used in the interpretation hereof.

11.6 Severability/Waiver - If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

11.7 Governing Law/Jurisdiction - This Agreement shall be interpreted, construed, and enforced in all respects in accordance with laws of the State of California, without regard to the actual state or country of incorporation or residence of the parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

11.8 Entire Agreement - This Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

I have read and agree to the Terms

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1.Setup Your Campaign

2.Preview and Checkout

3.Billing Address

Setup Your Campaign

Review your Details and Submit

Campaign Details:

Ad Details:

Terms and Conditions

Billing Information