STOIC MEDIA 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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. Your Representations & Warranties.  You represent and warrant, when you accept the Terms as well as on a continuing basis during any period that these Terms are in effect, that the Site does not (a) contain any defamatory, libelous, or otherwise offensive content, (b) contain or link to any obscene, pornographic, adult-only or sexual content, (c) contain or link to any illegal, immoral, deceptive or fraudulent material, or material that encourages illegal or immoral conduct, (d) contain or link to any racist or hate speech, or which promotes or endorses any violent acts, (e) post, transmit or send messages or emails in violation of applicable law or industry standards, (f) contain or link to any material that infringes the intellectual property, moral or publicity rights of third parties, (g) collect or use the data of end users in any manner not clearly and accurately disclosed pursuant to a privacy policy that complies with applicable law and regulations, or (h) contain any worms, viruses, spyware, adware or other malicious or intrusive software.  You further represent and warrant that you have full authority to enter into these Terms, and that the provision of the Solution and associated services hereunder will not violate any other of your contractual or other obligations. You shall not inflate or in any way manipulate viewer counts with respect to your Site, with respect to any advertisement appearing in your Site, or with respect to any other information or statistics regarding your Site, including without limitation through invalid impressions of (or clicks on) your Site, any advertisement appearing in your Site, or any part thereof generated by any person, robot, automated program, script, auto-refresh or meta-refresh mechanism, or any similar device including, without limitation, through any incentivized queries or clicks, in each case as reasonably determined by Stoic Media.

  7. 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.

  8. 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.

  9. 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.

  10. 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.

  11. 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.

  12. 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.

  13. Data Solution.  Insertion of the Implementing Code allows Stoic Media to track certain data concerning the characteristics and activities of viewers of the Site (“Advertisement Data”) and such data is forwarded to Stoic Media’s servers for analysis and the generation of reports (“Reports”) which may be viewed, including but without limitation through the Interface.  Such collection and use of Advertisement Data is an integral element of the Solution, and you expressly consent to such collection and use of Advertisement Data in accordance with Stoic Media’s privacy policy, as may be amended from time to time in Stoic Media’s sole discretion (the “Privacy Policy”). The privacy policy of your Site must clearly disclose to end users that you are using the Solution, and provide a link to the Privacy Policy. You shall have sole responsibility to obtain all required consents from users of your Site and provide them with all required disclosures, including without limitation in respect of the processing of personal data by third party ad providers. Stoic Media will continue to collect Advertisement Data in respect of Advertisement Data so long as the Implementing Code is installed, even after termination of these Terms.  As such, it is your sole responsibility to remove Implementing Code if you wish to cease Stoic Media’s collection and processing of the Advertisement Data.

  14. Confidentiality. All Advertising Data shall be used by Stoic Media solely in accordance with the Privacy Policy. The Application and all information in respect thereof (including without limitation all information regarding its performance or methods of operation, and any results of any benchmark tests performed with respect to the Application) is the confidential information of Stoic Media. All information concerning your business and technology received by Stoic Media in the course of providing the Solution shall be your confidential information. Neither party receiving (the “Receiving Party”) the confidential information of the other party (the “Disclosing Party”), may disclose the confidential information of the Disclosing Party to any third party (except Receiving Party’s employees and independent contractors subject to written agreements containing non-disclosure and non-use obligations no less restrictive than those set forth herein) and may not make any use of such information except for the purposes of each party’s rights and obligations pursuant to these Terms. The non-disclosure provisions hereof do not apply to any information that (a) is generally known to the public, (b) is made available to the Receiving Party by a third party not subject to any confidentiality obligations to the Disclosing Party or (c) is required to be disclosed by law, provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such obligation and shall reasonably cooperate with the Disclosing Party as required to obtain confidential treatment for such information.

  15. 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.

  16. 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.

  17. 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.

  18. 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.

  19. 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.

  20. 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.

 

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