TERMS OF USE RHYTHMONE WEBSITE TERMS OF USE LAST UPDATED May 15, 2019 Welcome, and thank you for your interest in RhythmOne, LLC (“RhythmOne,” “we,” or “us”) and our website at http://rhythmone.com (the “Site”). These Terms of Use (“Terms”) are a legally binding contract between you and RhythmOne regarding your use of the Site including without limitation all content and/or materials available on or through the Site. Please note that these Terms only apply to the Site, and other services owned by RhythmOne may have separate terms governing their use. PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND ALL OTHER OPERATING POLICIES (INCLUDING, WITHOUT LIMITATION, RHYTHMONE’S PRIVACY POLICY) THAT MAY BE PUBLISHED ON THE SITE OR OTHERWISE MADE AVAILABLE TO YOU ON OR THROUGH THE SITE (COLLECTIVELY, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE SITE. 1. ELIGIBILITY You must be at least eighteen (18) years of age to use the Site. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Site; and (iii) that your registration and your use of the Site is in compliance with any and all applicable laws and regulations. If you are using the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization. 2. ACCOUNTS AND REGISTRATION If you are an advertiser or publisher, you must register for an account to use specific functionality related to your account. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@rhythmone.com 3. PROHIBITED CONDUCT BY USING THE SITE YOU AGREE NOT TO: Use the Site for any illegal purpose, or in violation of any local, state, national, or international law; Interfere with security-related features of the Site, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Site or any part thereof except to the extent that such activity is expressly permitted by applicable law; Interfere with the operation of the Site or any user’s enjoyment of the Site, including without limitation by interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Site, or violating the regulations, policies, or procedures of such networks, equipment, or servers; Violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights; Remove any copyright, trademark or other proprietary rights notices contained in or on the Content (as defined below) or the Site; Sell or otherwise transfer the access granted herein or any Content or Materials (as defined below) or any right or ability to view, access, or use any Content or Materials; or Attempt to do any of the foregoing in this Section 3, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 3. In addition, RhythmOne uses internal and third party tools to scan creatives used throughout its network for malware and encourages its web publishers to do the same. 4. THIRD-PARTY SITES AND LINKED WEBSITES The Site may include links to other websites or services (“Linked Sites”) solely as a convenience to you. RhythmOne does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, RhythmOne makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. YOU AGREE THAT YOUR ACCESS AND USE OF LINKED SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH LINKED SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES. We shall have the right, but not the obligation, at any time and in our sole discretion, to block links from and to the Site through technological or other means without prior notice. 5. TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE SITE If you violate any provision of these Terms, your permission to use the Site will terminate automatically. Additionally, RhythmOne, in its sole discretion, may suspend or terminate your access to the Site at any time, with or without notice. We also reserve the right to modify or discontinue the Site at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. You agree that any termination of these Terms or termination or suspension of your access to or use of the Site may be effected without prior notice, and you agree that RhythmOne will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. 6. PRIVACY POLICY; ADDITIONAL TERMS Privacy Policy. RhythmOne takes the privacy of its Users very seriously. RhythmOne’s Privacy Policy, which can be found at https://www.rhythmone.com/privacy-policy, is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to RhythmOne’s collection, use, and disclosure of your personal information, including through our advertising platform. Additional Terms. Your use of the Site is subject to any and all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may, from time to time, post on or link to on the Site (the “Additional Terms”), such as terms of use or end-user license agreements for any downloadable applications or services that we may offer, or rules applicable to particular features or content on the Site, subject to Section 7 below. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms. 7. CHANGES TO THE TERMS We reserve the right, at our discretion, to change these Terms at any time by posting such changes from time to time on the Site or otherwise making them available to you on or through the Site. Please check these Terms periodically for changes. Your continued use of the Site after such changes have been published on or through the Site constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Site, by sending an email to any address you may have used to register for an account, or through other mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms. If we require your acceptance of the changed Terms, changes are effective only after your acceptance. If you do not accept the changed Terms, we may terminate your access to and use of the Site. All other changes are effective upon publication of the changed Terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms in effect at the time such dispute arose. 8. OWNERSHIP; PROPRIETARY RIGHTS. Ownership of the Site. The Site is owned and operated by RhythmOne. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (collectively, the “Materials”) provided by RhythmOne are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Site are the property of RhythmOne or our third-party licensors. Furthermore, all trademarks, service marks, and trade names contained in the Materials are proprietary to rhythmOne or our third-party licensors. Your use of the Site does not grant to you ownership of any content, code, data or any part of the Materials you may access on or through the Site. Except as expressly authorized by RhythmOne, you may not make use of the Materials. Any commercial or promotional distribution, publishing or exploitation of the Materials is strictly prohibited unless you have received the express prior written permission from RhythmOne or the otherwise applicable rights holder. RhythmOne reserves all rights to the Materials not granted expressly in these Terms. Ownership of Content. All content available on the Site, including, without limitation, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Content”), is owned or controlled by RhythmOne or our third-party licensors, and is protected by copyright and other intellectual property laws. Subject to the foregoing, RhythmOne authorizes you to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Site. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through Site or as otherwise permitted by applicable law. Ownership of Trademarks and Logos. RhythmOne owns all trademarks and service marks, and any associated logos. All trademarks and service marks on the Site not owned by us are the property of their respective owners. The trade names, trademarks and service marks owned by RhythmOne, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade names, trademarks or service marks without the express prior written consent of the owner of such trade names, trademarks or service marks. Feedback. If you provide us with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Site (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant RhythmOne a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose. 9. INDEMNITY You agree that you will be responsible for your use of the Site, and you agree to defend, indemnify, and hold harmless RhythmOne and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “RhythmOne Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Site; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party in any way relating to your use of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. 10. DISCLAIMERS; NO WARRANTIES THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. RHYTHMONE SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RHYTHMONE DOES NOT WARRANT THAT THE SITE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT WILL CREATE ANY WARRANTY REGARDING RHYTHMONE OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE AND ANY MATERIALS OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SITE AND ANY ASSOCIATED SITES (INCLUDING, WITHOUT LIMITATION, THE LINKED SITES) AT YOUR OWN DISCRETION AND RISK. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF CERTAIN WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 11. LIMITATION OF LIABILITY IN NO EVENT WILL THE RHYTHMONE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE RHYTHMONE ENTITIES OR AN AUTHORIZED REPRESENTATIVE OF RHYTHMONE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE RHYTHMONE ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SITE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 12. GOVERNING LAW These Terms shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and RhythmOne agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating all such disputes. 13. GENERAL These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and RhythmOne regarding your use of and access to the Site, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 4, and 8 through 15. 14. NOTICE; CONSENT TO ELECTRONIC COMMUNICATIONS Legal notices may be served, with respect to RhythmOne and the Site, to legal@rhythmone.com, and, with respect to you, either (i) to any email address you have provided to RhythmOne, or (ii) through a pop-up or other similar means on the Site. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid, or in the case of updates to the Site, upon your next use of the Site. By using the Site, you agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 15. CONTACT INFORMATION The services hereunder are offered by RhythmOne, LLC, located at 3600 136th Pl. SE #400, Bellevue, WA 98006, USA. You may contact us by sending correspondence to the foregoing address or by emailing us at info@rhythmone.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. WANT TO LEARN MORE? Discover how you can achieve higher ROI and better engagement with RhythmOne. 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