TERMS OF SERVICE
Stoicme LLC. (“Stoic Media” or “us”, “our”, “we”) provides a software solution which creates and manages ad placements on internet pages (the “Solution”). In addition, if agreed between the parties, as part of the Solution Stoic Media may assist you in placing advertisements on your Internet website in order to monetize your website traffic (the “Monetization Services”). These Terms of Service (these “Terms”) govern your access and use of the Solution. “You” means any third party that uses the Solution.
Please read these Terms carefully. These Terms govern your use of the Solution. You must accept these Terms prior to using the Solution. By downloading or installing any code from Stoic Media or using the Solution you signify your assent to these Terms. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Solution after such changes will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. You must be 18 years of age or older to use the Solution. If you do not agree to any of these Terms, please do not use the Solution.
License. Subject to the terms and conditions hereof, Stoic Media hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to download implementing code from time to time as provided by Stoic Media (the “Implementing Code”) and to apply/use the Implementing Code on your Internet webpage (the “Site”) in order to implement the Solution.
Registration. You must register with Stoic Media in order to obtain the Implementing Code and receive services from Stoic Media. To register you must provide specified information and select a password. You may not provide false information during the registration process, and you must continue to keep all registration information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify Stoic Media of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Stoic Media will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Stoic Media harmless for any improper or illegal use of your account, and any charges and taxes incurred, unless you have notified us that your account has been compromised, and have requested us to block access to it.
User Interface. The Stoic Media User Portal facilitates interaction with the services provided by Stoic Media, and provides information regarding revenue and analysis of viewer interaction with advertisements (the “Interface”). Your use of the Interface must be in compliance with these Terms.
Approved Sites. Stoic Media must approve each Internet website in which you insert Implementing Code (each, an “Approved Site”). You shall not insert Implementing Code in any site that is not an Approved Site. You shall not use the Monetization Services with respect to any Site that (a) displays only advertisements, (b) is password protected, (c) does not display any content to end users, or (d) launches more than one pop-up or pop-under window. You shall be responsible for ensuring your compliance with these obligations, notwithstanding the approval by Stoic Media of any website.
Restrictions. Except as set forth expressly herein, your shall not, and shall not permit any third party, to (a) use the Implementing Code or Interface to provide services to any third party similar to the Solution, (b) reverse engineer or attempt to find the underlying code of the Solution, (c) modify the Implementing Code or Interface or insert any code or product, or manipulate the Implementing Code or Interface in any way, (d) circumvent any security or access control features of the Solution or the Interface, (e) sub-license your rights hereunder or provide the Implementing Code or access to the Interface to any third party, or (f) use the Implementing Code except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Stoic Media in writing in each instance prior to engaging in the applicable activity.
Intellectual Property. All right, title and interest in and to the Solution, the Implementing Code, the Interface and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing ,including any patents and patent applications filed in connection thereto, shall at all times remain with Stoic Media or its licensors, subject only to the express license granted hereunder. Stoic Media grants no rights in or to the Solution, Interface or Implementing Code except as expressly set forth herein. The Solution and Interface may contain trademarks, trade names and logos of Stoic Media or other parties. Ownership of such trademarks, trade names and logos shall remain with Stoic Media and its third party licensors, and nothing herein or in the course of dealing of the parties shall grant you any right, title or interest therein. Stoic Media does not request your feedback regarding the Solution, Interface or Implementing Code. Notwithstanding the foregoing, if you provide Stoic Media with any feedback regarding the Solution, Interface or Implementing Code, Stoic Media shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and services.
Payment for Solution. In consideration for the use of the Implementing Code and the Solution, you shall make payments of amounts set forth in a separate quotation provided by Stoic Media to you in writing. Stoic Media shall invoice you in respect of amounts payable hereunder at the end of each calendar month, and you shall make payment of all such amounts within 14 days of receipt of the applicable invoice. Amounts due hereunder are exclusive of VAT and applicable taxes. You shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If you are required by law to make any deduction or withholding, you shall make payment of such additional amounts as is necessary such that Stoic Media shall receive the amounts due hereunder without any such deduction or withholding. Late payments shall bear interest at the rate of 18% per annum or, if lower, the maximum amounts permitted under applicable law.
Cancellation. You may cancel your paid subscription at any time by clicking the cancel button on your Subscription page. Cancellation does not entitle you to a refund. When you cancel your paid subscription, your account will immediately be downgraded to a free subscription plan and all the paid subscription plan features on your account will automatically be disabled.
Refund. Stoic Media is not obligated to provide you a refund at any time. We do not provide partial refunds for unused impressions credit, unless a system malfunction caused the problem. If you choose to cancel your paid subscription during your subscription term, you will not be refunded in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to pay a lower, prorated amount at renewal, but you are not entitled to a cash refund at any time.
Payment for Monetization Services. Stoic Media may allow you to monetize advertisement placements made available on your Site as a result of the Solution. If the parties agree that Stoic Media shall monetize such advertisement placements, then Stoic Media shall make monthly payment to you of either (a) a percentage of its Net Revenue or (b) a fixed “cost per mille” rate, as may separately agreed between you and Stoic Media. “Net Revenue” means amounts actually received by Stoic Media in respect of clicks or views on advertisement placements that were made available by the Solution, less (a) amounts received in respect of taxes or government charges, and (b) amounts refunded or returned by Stoic Media as a result of refunds or charge-backs. Stoic Media shall not make any payments in respect of amounts that Stoic Media has reason to believe are the result of fraud, violations of these Terms or applicable law. In respect of Solutions that show ads that comply with Acceptable Ads standards on devices that use Ad Blockers, the following shall also be deducted for the purpose of calculating the Net Revenues: (c) all costs and expenses associated with the scanning of creatives in order to verify that they are Acceptable Ads compliant. Stoic Media shall make reasonable commercial efforts to provide you through the Interface with a calculation of amounts due hereunder. Stoic Media shall make payment within 30 days of the end of each calendar month in which payments to you exceed $100. If payments due to you in any calendar month do not exceed $100, such amounts due shall be credited to payments due in the following calendar month. Stoic Media shall make payments via the method selected by you through the Solution or, if such method is not possible, through another reasonable method selected by Stoic Media. Stoic Media’s calculation of amounts payable to you shall be determinative.
Third Party Ad Providers. You acknowledge that the Solution is merely a platform that creates and manages ad placements on your Site and that Stoic Media shall not be liable for any content and/or material and/or advertisements on the Site and/or any links therein and/or for any act or omission of the third party ad providers. You are advised to read and ensure your compliance with the terms of all third party ad providers. The provision of advertisements through the Solution does not mean that Stoic Media approves or endorses the content of any advertisement.
Disclaimer of Warranties. Stoic Media expressly disclaims all implied and statutory warranties in respect of the Solution, the Implementing Code, support and any Reports provided by Stoic Media, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Stoic Media does not make any warranty in respect of any results to be obtained as a result of the use of the Solution, and does not make any warranty that the Solution will actually improve your revenue. Stoic Media will make commercially reasonable efforts to ensure that the Solution is compatible with different browsers and platforms. Notwithstanding the foregoing, you understand that the Solution may not be fully compatible with the Site and may conflict with other services and scripts in the Site. Use of the Solution may cause the Site to slow down or not function properly. The placement of advertisements may distort the look and feel of the Site. Stoic Media will make commercially reasonable efforts to provide accurate information through the Interface. Notwithstanding the foregoing, all information provided through the Interface is provided “As-Is”, and Stoic Media makes no representations or warranties in respect of such information. Stoic Media does not guarantee the Solution will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, or (3) for previously scheduled maintenance. Stoic Media does not guarantee that the Reports will be completely accurate. The provision of advertisements by Stoic Media does not mean that Stoic Media approves or endorses the content of any advertisement. Stoic Media makes no warranties in respect of any advertisements that may be provided through the Monetization Services.
Indemnification. You shall defend, indemnify and hold harmless Stoic Media (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Stoic Media may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) any breach of your obligations, representations or warranties herein, or (b) any content or feature of the Site, or any display, serving or publishing of an advertisement on the Site in violation of applicable law or regulations, except to the extent the foregoing was caused by the gross negligence or intentional misconduct of ApenndAd. Stoic Media may be represented in any such suit by counsel of its own choosing at its own expense.
Limitation of Liability. In no event shall Stoic Media, its directors, officers, employees, agents or shareholders, be liable to you or any third party for any incidental, consequential, indirect, special or punitive damages, arising out of or relating to the Solution, the Implementing Code, support or the Reports provided by Stoic Media or any other matters contemplated herein. In no event shall Stoic Media’s liability hereunder exceed the aggregate payments actually received from You in the 3 months preceding the applicable claim. In no event shall Stoic Media have any liability in respect of any advertisements or other material inserted into your Site as a result of your use of the Solution. You have all responsibility for any decisions made as a result of any Reports or other date or information provided by Stoic Media.
Term. The term of these Terms shall commence on the Effective Date (or, if earlier, the date that you insert the Implementing Code into the Site) and shall continue unless terminated by either party with 24 hours notice. Stoic Media may suspend these Terms and payment of amounts due hereunder at any time if it has reason to believe that you have violated any provision of these Terms or applicable law. Stoic Media may terminate these Terms upon written notice to you if you have materially breached any provision of these Terms. Upon any termination or expiration of these Terms, Stoic Media will cease providing the Solution, and you will delete all copies of the Implementing Code. In the event of any termination (a) you will not be entitled to any refunds of any amounts payable hereunder, and (b) any outstanding balance for amounts due through the date of termination will be immediately due and payable in full and (c) all of your historical report data will no longer be available to you unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. Notwithstanding the foregoing, Stoic Media shall have no obligation to make any payments in respect of amounts that may have accrued hereunder as a result of or in connection with fraud, deception or a violation of these Terms or applicable law. Sections 4-7 and 12-20 of these Terms shall survive any expiration or termination thereof.
Publicity. Stoic Media may use your name and logo in its website and other marketing and promotional materials in order to publicize your use of the Solution.
Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Stoic Media and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Stoic Media. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Stoic Media may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights or obligations under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. Stoic Media may provide any notices hereunder by electronic means to the contact details in your account. These Terms shall be governed by the laws of New York State and the competent courts in the city of New York shall have exclusive jurisdiction to hear any disputes arising hereunder.
Last updated: Nov, 2020.
TERMS OF SERVICE
The advertiser, agency, institution, government entity or individual, (“Client”), as the case may be, contracting for creative and video production services (collectively “Services”) and Stoicme, LLC d/b/a Stoic Media (“Stoic Media”) hereby agree as follows:
1.SERVICES AND MATERIALS
(a) Stoic Media shall provide and Client shall pay for the creative and video production and services (the “Services”) described on the Work Order/Proposal/Service Agreement.
(b) To the extent Client provides any materials to Stoic Media for use in connection with the Services, including, but not limited to, video, audio, and script (the “Materials”), Client hereby grants to Stoic Media and its parents, affiliates, subsidiaries, and their predecessors and successors, and each of their partners, officers, shareholders, directors, employees, and agents the perpetual, worldwide, non-exclusive, non-transferable, non-sublicenseable, limited right and permission to use, copy, modify, edit, alter, change, reformat, publicly perform, exhibit, transmit, publish, republish, display, prepare derivative works, and distribute (collectively, “Use”), in whole or in part, the Materials in order to develop, create, exhibit, produce, or integrate the Materials for use in connection with the Services in any and all now known or hereafter existing uses, media platforms, means, and forms of exploitation for purposes of publicity or trade. To the extent Client is required to procure from a third-party the exclusive right and permission to Use such Materials, it shall be Client’s sole and exclusive responsibility to secure all such rights and permissions on behalf of Stoic Media and, if applicable, cause to be executed Exhibit A, attached hereto.
(c) Client production sessions may not continue past scheduled times, unless approved in advance by Stoic Media. Client shall be responsible for payment of all Additional Fees (as defined below) and charges for production sessions which continue past scheduled times at Stoic Media’s then current rates.
(d) All rights in the material produced by Stoic Media or under the creative leadership of Stoic Media pursuant to this agreement, (including but not limited to intellectual property, master files, compressed files, raw video files, master tapes, work tapes, audio, visual and audio-visual works, literary works and compositions and any other production materials provided by Stoic Media) shall remain the property of Stoic Media. Except for Client’s use of the material produced by Stoic Media pursuant to this agreement as a whole, solely in the form and for the purposes for which it was originally produced, Client shall have no right to use nor permit any other person or entity to use any of such material for any purpose whatsoever, without the prior written consent of Stoic Media, email sufficing, which Stoic Media may withhold in its discretion. Stoic Media shall retain broadcast files of the finished works for a period of up to one (1) year if the commercial or program is produced for cablecast on any Stoic Media cable system. Otherwise, such materials shall be retained for a period of up to six (6) months.
(e) Stoic Media will make available copies of files and materials to the client at Stoic Media’s then current rates at Stoic Media’s discretion provided Client account is in good standing at the time of the request. These materials are released with a limited license to the Client and are bound by any and all restrictions currently in place for Stoic Media including licensing agreements and any form of release or remunerations due with or to third parties. Client can use said materials within the limits of those licenses for other valid legal uses as Client sees fit for advertising and self-promotions for Client. Stoic Media retains full ownership rights throughout this limited release.
2. BILLING AND PAYMENTS
(a) Client shall be responsible for payment of all fees, charges, costs, expenses and taxes in connection with the Services, including, but not limited to, the production service fees set forth on the Work Order (hereinafter “Fees”).
(b) Unless otherwise noted on the Work Order, the Fees listed on the Work Order are estimates. “Additional Fees” may include, but are not limited to: administrative fees, fees for outside services, such as talent or location fees, equipment rentals, uploading and file compression fees, outside production or dubbing services, food services, hotel/car rentals, taxes, additional charges for time required due to Client’s failure to adhere to production scheduling or deadlines, or any other services or materials not supplied by Client or Stoic Media.
(c) Stoic Media reserves the right to charge overtime fees at its then current rates for services performed after the scheduled conclusion of the Services.
(d) Payment of the Fees set forth on the Work Order is due within thirty (30) business days of execution of the Work Order by Client, but not later than the date on which the Services are to be rendered or, at Stoic Media’s sole discretion and noted on the Work Order, the date on which the Services are to be completed. All other Fees, including Additional Fees, shall be due within ten (10) days of receipt of an invoice.
(e) Stoic Media reserves the right to assess a fifteen percent (15%) administrative charge for any outside services, for any services ordered on a “rush” basis and for any production session which exceeds the scheduled time. A rush order is defined as (i) any full spot production (shoot and post-production) to be completed within five (5) business days of the date ordered and (ii) any tape tagging, dubbing or other post production service to be completed within two (2) business days of the date ordered. All rush orders are subject to availability of personnel and facilities. Stoic Media will use commercially reasonable efforts to fill rush orders. However, Stoic Media shall not be liable in any manner whatsoever in the event a rush order cannot be fulfilled.
(f) Fees not paid when due shall be subject to an administrative charge of the lesser of 1.5% or the highest interest rate permitted under applicable law. Client shall reimburse Stoic Media for amounts incurred in connection with collection activities, including, but not limited to, collection agency charges and costs, attorney fees and costs and court costs.
(g) If Client is an advertising agency, the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be liable for all such payments and fees in the event of default by advertising agency. Such advertising agency and the person, firm or corporation that authorizes such advertising agency to contract for the Services shall be jointly and severally liable for all payments due Stoic Media hereunder.
Client agrees to pay a cancellation fee of twenty five percent (25%) of the Fees stated on the Work Order (plus any fees incurred by Stoic Media for any outside services) in the event Client cancels the Services between 72 hours of the date on which the Services are to be performed. Client agrees to pay a cancellation fee of fifty percent (50%) of the Fees stated on the Work Order (plus any Additional Fees incurred by Stoic Media) in the event Client cancels the Services within 48 hours of the date on which the Services are to be performed. Client will not be charged any Fees (other than Additional Fees incurred by Stoic Media) for cancellation more than 72 hours from the date on which the Services are to be performed. Stoic Media reserves the right to waive cancellation charges at its sole discretion.
4.THIRD PARTY PERMISSIONS.
To the extent Client is required to procure on Stoic Media’s behalf
(a) the right and permission to use, reuse, license others to use, publish, republish, photograph and record a third-party’s name, image, movements, or voice (“Likeness”),
(b) the right and permission to use certain real property for the purpose of photographing, recording, and videotaping scenes, both exterior and interior, for film or video production, and/or
(c) a release from liability for any personal injuries, death, or damages to any third-party, it shall be Client’s sole and exclusive responsibility to secure such rights and permissions and cause to be executed Exhibits B, C, and/or D, respectively, attached hereto.
(a) Stoic Media reserves the right, upon written notice, to cancel this contract upon default by Client of any of the terms hereof (including, but not limited to, failure to pay Fees in a timely manner) or in the event performance hereunder would violate any law, regulation, judgment, order or decree applicable to the Stoic Media or Client. Upon such cancellation, all Fees for services rendered up to the date of cancellation and any Additional Fees incurred by Stoic Media shall become immediately due and payable.
(b) Client reserves the right to cancel its contract upon default by Stoic Media of any of the terms hereof upon prior written notice.
(a) Client shall indemnify, defend and hold Stoic Media, its affiliates, employees, contractors and agents harmless from and against all claims, demands, debts, obligations or charges (including attorney fees and disbursements) which arise out of or result from (i) the use, transmission or distribution of Materials furnished by or on behalf of Client or furnished by Stoic Media at Client’s direction for use in connection with the Services, (ii) Stoic Media’s use of any third-party’s Likeness in connection with the Services, (iii) Stoic Media’s use of any real property in connection with the Services, (iv) the bodily injury, sickness, disease, or death of any third-party in connection with the Services, and/or (v) any breach of any representation or warranty by Client under these Terms and Conditions.
Stoic Media will indemnify, defend and hold Client, its affiliates, employees, contractors and agents harmless with respect to all Materials furnished by Stoic Media of its own accord. The indemnitee shall promptly notify and cooperate with the indemnitor with respect to any claim. The provisions of this paragraph shall survive the termination or expiration of this contract.(b) NOTWITHSTANDING ANYTHING IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL Stoic Media BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT.
(a) Stoic Media’s obligations hereunder are subject to all federal, state and municipal laws and regulations now enforced or which may be enacted in the future.
(b) This contract, including the rights under it, may not be assigned or transferred without first obtaining the consent of Stoic Media in writing. Failure of Stoic Media to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
(c) Notwithstanding any other provision in this contract to the contrary, Stoic Media shall not be liable for any expenses or losses incurred by Client or any third party in the event Stoic Media is unable to perform its obligations hereunder or is delayed in its performance by any act of God, public emergency, strike or labor disputes, law or act of government, judicial decree, mechanical breakdown, failure of facilities or any other cause beyond the reasonable control of Stoic Media. Client’s sole remedies for Stoic Media’s inability to perform its obligations hereunder shall be (i) production services equal in value to those agreed upon in the Work Order or (ii) a refund of any Fees paid by Client for the undelivered portion of the Services; provided, Client shall remain solely liable for all Fees incurred by Stoic Media for any outside services.
(d) Stoic Media assumes no liability for loss or damage to Materials furnished by Client in connection with the Services.
(e) This contract contains the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.
(f) Client agrees that any third party engaged by Stoic Media to perform Services on behalf of Stoic Media hereunder shall be a third-party beneficiary to these Terms and Conditions and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
Last updated: Nov, 2021