1. Roket Media Partner Program Participation.
1.1 To participate in the Program, you must, either: (1) be granted with a personal password-protected account (“Account”) from Roket Media; or (2) personally register online with Roket Media at the Site to create an Account .
1.2 As a condition of this Agreement, and in order to ensure no unauthorized use of your Account to be made, you accept full liability and responsibility for the security and confidentiality of your Account, including, but not only, liability and responsibility for keeping your Account password protected and confidential by all means.
1.3 You agree to keep your Account information and details current and updated in order to ensure and to allow communication between you and Roket Media at all time.
1.4 You acknowledge that (i) Roket Media has the full right, at Roket Media's sole discretion, to accept or reject your participation in the Program, at any time and for any reason, without any liability; (ii) you shall be solely liable for any act or omission made through your Account (including any content delivered or used there through).
2.1 You receive a limited, non-exclusive, non-transferable, non-sublicenseable license (the "License") to access the Site to: (1) promote, republish in approved form and display the contents of the Embed Software or Ad Tag; and (2) to insert the Embed Software code or Ad Tag within an approved website(s) and/or application to display such content, to allow your website visitors ("Visitors") according to the terms of this Agreement and the Program (including details provided under the Account) (the "Activity"). Notwithstanding the above, under this License you may not:
2.1.1 Use the Embed Software, Ad Tag and/or Content for any commercial purpose, or for any public display (commercial or non-commercial);
2.1.2 Copy or modify the Embed Software, Ad Tag and/or Content;
2.1.3 Transfer the Embed Software, Ad Tag and/or Content to any other person;
2.1.4 "Mirror" the Embed Software, Ad Tag and/or Content on any other server;
2.1.5 Remove any copyright or other proprietary notations from the Embed Software, Ad Tag and/or Content; or
2.1.6 Attempt to decompile or reverse engineer any software contained on the Site.
2.2 Your Account is personal and your entitlements herein are available to you directly and may not be transferred to another party. Should there be pending change of ownership of your business or website/s, you should advise Roket Media at least thirty (30) days before any change of ownership occurs, and arrange the prospective new owner’s application for participation in the Program. Such participation will be approved or rejected at Roket Media's sole discretion.
2.3 You may not assign this Agreement and/or any right or obligation under this Agreement (including, but not only, the License) without the explicit prior written consent of Roket Media. Roket Media may assign this Agreement, in whole or in part, or delegate its responsibilities, in its sole discretion. Once such assignment has been occurred, Roket Media shall no longer be obligated or liable under this Agreement.
2.4 With the exception of the License, as between the Parties all rights title and interest in and to the Program are retained by Roket Media, and all rights title and interest in and to the Embed Software and any related content distributed within the Embed Software, are retained by Roket Media and Roket Media's respective Content Owners. "Content Owners" the legal owners of the Content displayed via the Embed Software.
3. Revenue Share
3.1 Roket Media generates revenues from the sale of video advertisements recorded as ad impressions by Roket Media's Advertising Platform Provider/s. Once this revenue is paid to Roket Media, Roket Media share the revenue earned with you via your Account, based on the revenue share calculation as specified below. "Advertising Platform Provider/s" shall mean third parties who grant services to Roket Media in order to enable your Activity.
3.2 Roket Media will assign to your Account the Net Revenues earned by applicable impressions, at the rate nominated by you in the Account. The amount earned will be reflected in the earnings figure accessible via your Account. "Net Revenue" is defined as total advertising revenue amounts actually received by Roket Media from the sale of video advertisements associated with the Embed Software from your Account, less the Costs incurred in connection with the sale and distribution of such advertising and Content under this Agreement. "Costs" including any applicable taxes, or other duties related to the transaction with you, if applicable sales commissions (including, but not only, to Advertising Platform Provider), revenue share for content providers, ad serving costs, video streaming costs, content editing and distribution costs, related expenses and fees, and any deductions arising from refunds or disputes raised by advertisers or content providers if applicable and any other costs as decided in Roket Media's sole reasonable discretion.
4. Payment Frequency
4.1 Payments will be made as soon as practical following collection of revenue from Advertising Platform Provider/s ("Collection of Revenue"). Where multiple Advertising Platform Providers are used to deliver ads, the latest paying date will be defined as the end of the Collection of Revenue. You must be owed $100 ("Minimum Payment") or more for a payment to be processed, and your balance will carry forward until such time as your Account has a balance greater than $100. If your account does not meet the Minimum Payment amount during any six (6) month period Roket Media may, in its sole discretion, terminate this Agreement and/or your Account, and no further payments will be made for such Account.
4.2 Revenue will be calculated based on traffic volumes from Roket Media’s reporting platform and revenue payment reports generated by Roket Media's Advertising Platform Provider/s. Roket Media's approved reports will be the sole source of data used for billing purposes. Roket Media will provide financial reporting via an online summary of the activity accruing from the Embed Software associated with your Account.
5. Embed Software Editorial Instructions
5.1 The Embed Software is a section of computer-generated code that enables playing of video files and advertising material and associated graphic or motion elements within your Website, and records the activity to the reporting associated with your Account.
5.2 You must ensure the Embed Software is placed in a clearly visible position on your Website with ease of use for your Visitors. You must not:
5.2.1 Place Embed Software set to auto-start below the top immediately viewable portion of a webpage (the area below the viewable portion is commonly referred to as ‘below the fold’) thus causing the video player to not be visible in the browser window upon page load;
5.2.2 Place another video player (from Roket Media or any other source) set to auto-play on any webpage where the Embed Software appears – that is, the Embed Software should contain the only auto-play video on the page.
6. Publisher Do's & Don'ts
6.2 You will not, and use all reasonable means to ensure third parties on behalf of you (including your Visitors) will not:
6.2.1 View or use Roket Media's video content including any advertising, other than via the Embed Software window; and
6.2.2 Attempt to delete any advertising material from the Content or otherwise attempt to alter in any way the Content.
6.2.3 Attempt to view or alter the computer code underlying the Embed Software; and
6.2.4 Remove or obscure any copyright or other notice within the Embed Software video player or within the Content.
6.3 You will not use any content or link or associate the Program with any website, entity or publication that is in breach with Applicable Law, invasive of any individual’s privacy, false or likely to damage the reputation of Roket Media or its Content Owners, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains:
6.3.1 sexually explicit, pornographic or obscene content (whether in text or graphics);
6.3.2 speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
6.3.4 politically sensitive or controversial issues;
6.3.5 any unlawful behavior or conduct including but not limited to pirated or illegal movies or music files and/or computer-based crime;
6.3.6 content which exploits in any way persons under the age of 18;
6.3.7 content related to gambling or casinos;
6.3.8 information on the sales or promotion of weapons or ammunition, alcohol, tobacco or tobacco-related products, prescription drugs, imitations or replicas of designer goods, or any other content that might reasonably be expected to infringe on the legal rights of another;
6.3.9 limited original content including, but not limited to, copied content, auto-generated content, simple sign up forms only, and sites described in the industry as ‘doorway’ sites;
7. Incentivized Means and Fraudulent Activities
7.1 You agree not to use, promote or encourage in any way the use of any computerized, mechanical, commercially incentivized or otherwise incentivized artificial means to inflate the genuine Visitors number, impressions, or ad views of the Visitors viewing the content within the Embed Software. These means may also include, but are not limited to:
7.1.1 repeated manual page or player refreshing;
7.1.2 using robots, automated click- and impression-generating tools;
7.1.3 using third-party services generating impressions or traffic, and click exchange programs.
7.2 Under all circumstances you must not:
7.2.1 offer compensation to Visitors or any Website visitor in return for watching video content within the Embed Software;
7.2.2 re-purpose the content in any advertising network or attempt to use the Embed Software anywhere other than within a URL approved within the Site;
7.2.3 serve the Embed Software in a hidden frame or within a ‘popup’ or ‘popunder’ window from your Website;
7.2.4 promote your websites containing the Embed Software through unsolicited mass emails or unwanted advertisements on third-party websites;
7.2.5 place elements on a page in a way that hides any portion of the content or ads within the Embed Software;
7.2.6 place Embed Software on pages published solely for the purpose of showing ads;
7.3 Advertisement impressions must result from genuine Visitors interest, and impressions generated through means which artificially inflate impression counts are considered fraudulent, and as such are strictly prohibited.
7.4 Roket Media closely monitors activity to reduce any likelihood of fraudulent activity, Roket Media will make no payment for fraudulent impressions, and in the case of high volume fraudulent activity your Account may also be immediately terminated.
8. Investigation of Suspected Activity
8.1 You agree to fully cooperate with Roket Media in investigating any kind of suspected activity which may be in breach of this Agreement, as may be decided upon in Roket Media's sole discretion. It is hereby agreed that, while investigating such suspected activity, Roket Media may, at its sole discretion, suspend or cancel your Account, withhold payment and/or notify authorities, at any time without notice.
9.1 All data collected through use of the Embed Software/s on your Website will be the property of Roket Media or Advertiser Platform Provider or its advertisers, and you have no rights to such data.
10. Term and Termination.
10.1 This Agreement commences upon your acceptance, indicated by you accessing the Site using your Account username and password, and shall continue until terminated by either party.
10.2 You may terminate this Agreement at any time by deleting all Embed Software from your website/s. Roket Media may immediately terminate this Agreement, the License granted herein, your Activity and disable your Account and associated Embed Software, or terminate or cancel your participation in the Program for any reason or no reason, at any time by deleting or blocking access to your Account.
10.3 Upon termination or expiration of this Agreement:
10.3.1 All your rights, including your right to participate in the Program (including but not limited to your right to receive a share of revenue) and License granted herein will automatically terminate; and
10.3.2 your Account will be disabled and you may not be granted further access to your Account; and
10.3.3 you must promptly destroy all copies of Embed Software code any downloaded materials in your possession or control whether in electronic or printed format must be destroyed by you; and
10.3.4 Roket Media will pay all undisputed revenue share amounts in excess of $100, if any, due to you within sixty (60) days from the last day of the month during which termination occurs.
10.3.5 Section 9.1, 10, 11, 13, 14, 16, 17 and 18 shall survive the termination and/or expiration of this Agreement.
11. Failure to Comply.
11.1 In the event you fail to comply with any provision of this Agreement Roket Media shall have the right to terminate this Agreement and the terms of Section 10 shall apply in accordance, and additionally (with or without terminating this Agreement) Roket Media may:
11.1.1 disable your Account, disable any Embed Software from appearing on your website/s; and/or
11.1.2 cancel any revenues owing up until the date of your Account being disabled; and/or
11.1.3 restrict, suspend or terminate access to the Program at any time without notice and without liability to you.
12. Program Modification. Roket Media may modify the Program, Embed Software, Ad Tags or Content at any time, without prior notice and in any manner at Roket Media's sole discretion.
13.1 Any confidential information and/or proprietary data provided to you by Roket Media, including the descriptions and the pricing of the products, the terms hereof, the Content and any information received from or in connection to Advertising Platform Provider/s and/or Content Owners and/or information in connection to user interacting with the Content, Embed Software and/or Ad Tags, shall be deemed “Confidential Information” of Roket Media. Confidential Information shall not be released by you to anyone except an employee or agent that has a need to know the same and that is bound by written confidentiality obligations at least as strict as those contained herein. You shall not use any portion of Confidential Information provided by Roket Media for any purpose other than those provided for under the Agreement.
14.1 You shall indemnify, defend and hold harmless Roket Media and Advertising Platform Provider, Content Owners and its parent, affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including without limitation attorneys' fees) arising out of or in connection with: (a) your breach or alleged breach of any representation, warranty or obligation made under this Agreement; or (b) use or misuse of the Embed Software, Ad Tags or Content by you; or (c) damage caused by your website; or (d) your violation of any Applicable Law or the rights of a third party.
15. Your Representations. You represent and warrant that:
15.1 You have the full corporate right, power and authority to enter into the Agreement and to perform the acts required of you hereunder.
15.2 The execution of the Agreement by you and the performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound and/or it will not default under any provision of any constitution, or any material term or provision of any Applicable Law.
15.3 When executed and delivered, the Agreement will constitute the legal, valid and binding obligation of you, enforceable against you in accordance with its terms.
15.4 Your participation in the Program is at your sole discretion and risk.
15.5 There are no actions, claims, proceedings or investigations pending or threatened against you or by you of which you are aware, and which may have a material effect on the subject matter of this Agreement.
15.6 that all data and information, material and/or content on your website does not and will not, directly or indirectly, violate Applicable Law, and/or infringe or breach any duty to or rights of any person or entity (including, but not only, intellectual property rights and/or privacy rights and etc.).
15.7 You will not exploit Roket Media's Site, Program, Content including the Embed Software, Ad Tags and all content, advertising, related assets and services included therein, therewith or in connection thereto and/or in connection with the Activities in order to (1) re-sell, distribute, license, sublicense or otherwise make use of users' data (such as search terms, visits in URLS etc.) for commercial or for any other purpose; and/or (2) except for the limited expressed purpose of this Agreement.
15.8 You will comply with Applicable Law when preforming your obligations hereunder.
15.9 You will not and will not allow any third party to act in violation of the foregoing terms.
15.10 If you become aware to any legal restriction concerning the Activities, you will immediately notify Roket Media and Roket Media will immediately cease such use.
16. Warranties and Program Availability. The Site, Program, Content including the Embed Software, Ad tags and all content, advertising, related assets and services included therein, therewith or in connection thereto and/or in connection with the Activities, are provided "as is", "as available" and with all "flaws". Roket Media its affiliates and subsidiaries make no representation or warranties with respect to the Program, and all related Content, advertising, related assets and services included therein and expressly disclaims all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of non-infringement, merchantable quality or fitness for a particular purpose. Roket Media its affiliates and subsidiaries do not warrant that the Program, and all related Content, advertising, related assets and services included therein will operate uninterrupted or error-free, or that any defects will be corrected. Roket Media shall not be responsible for software or content that is served through or linked from the Program (including, but not only, such delivered by Content Owners and/or Advertising Platform Provider/s), and all related content, advertising, related assets and services included therein.
17. Limitation of Liability. IN NO EVENT SHALL ROKET MEDIA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY INCLUDING, WITHOUT LIMITATION, LOST PROFIT, LOSS OF CONTRACTS, DATA, INFORMATION, GOODWILL, INCOME, ANTICIPATED SAVINGS OR BUSINESS RELATIONSHIPS, DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATION OF LIABILITY IN THIS REGARD APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. PUBLISHER'S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE PROGRAM, SITE AND/OR CONTENT IS TO IMMEDIATELY CEASE TO USE THE PROGRAM, SITE AND/OR THE CONTENT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ROKET MEDIA'S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (I) THE AMOUNT PAID, IF ANY, BY ROKET MEDIA TO PUBLISHER DURING THE 35 DAY PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR (II) US$10,000. THE AFORESAID LIMIT SHALL NOT BE ENLARGED BY THE EXISTENCE OF MULTIPLE CLAIMS. NO ACTION ARISING HEREUNDER REGARDLESS OF ITS FORM MAY BE BROUGHT BY PUBLISHER MORE THAN 60 DAYS AFTER THE CAUSE OF ACTION HAS ACCRUED.
18.1 You agree that the Agreement constitute an entire agreement between you and Roket Media, with respect to your use of the Site and Program, Embed Software, Ad Tags and Content and the Agreement supersedes all previous agreements, understandings and representations relating thereto.
18.2 Roket Media may revise this Agreement at any time without notice. By using the Program, Site and/or Account you agree to be bound by the then current version of this Agreement.
18.3 This Agreement shall be governed by the laws of the State of Israel without regard to the principles of the conflict of law. The competent courts located in Tel Aviv, Israel shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.