Terms of Service

You will protect the Libsyn Ads account You use to access any of the Services ("Account") and any usernames or passwords associated with the Account ("Credentials") against any unauthorized access and use, and will take full responsibility for Your own, and any authorized or unauthorized third party, use of the Credentials and/or the Account. You will ensure that all information in Your Account, including but not limited to, full name, contact address, and PayPal (or other payment) account information is up-to-date, complete and accurate. You acknowledge and agree that any remittances owed to you in connection with your use of the Marketplace may be delayed in the event that Your Account information is not up-to-date, complete and accurate. You may grant access to Your Account to third parties approved by Libsyn Ads solely to allow such third parties to access and manage Your Account on Your behalf; provided, however, that You shall (i) require that such third parties agree to be bound by the terms of this Agreement; (ii) ensure that such third parties comply fully with all provisions of this Agreement, and (iii) be fully responsible and liable for the acts and omissions of such third parties. Misrepresenting ownership and fraudulent claiming of applications and/or podcast advertising inventory in the Libsyn Ads UI is strictly prohibited and may result in a permanent ban from the Services. You agree that to the extent You create a new account, it must be pre-approved by Libsyn Ads and registered to You; if not pre-approved or registered with the same entity or name, any right to any remittance is automatically waived by You. In order to make payments in connection with Your use of Marketplace, Libsyn Ads uses a third-party payment processor ("Payment Processor") to link the payment information You provide, including Your Paypal email address, tax and bank account information, to the Marketplace and Your Account. The processing of payments in connection with Your use of the Services will be subject to the terms, conditions and privacy policies of the Payment Processor, PayPal and/or Your bank in addition to this Agreement. Libsyn Ads will not be responsible or liable for any errors made by the Payment Processor.

You must post and abide by a conspicuous and legally adequate privacy policy on each site, application and/or service of the Publisher Network that must disclose the collection of Service Data by third parties such as Libsyn Ads (such disclosure does not need to specifically identify Libsyn Ads). You will comply with all applicable laws, rules, and regulations relating to the collection, use and sharing of information about any web or mobile end user who listens, views, is able to listen, view, or interacts with any Demand Ad or Publisher Ad in connection with Your Use of any of the Services ("End User(s)").

The term of this Agreement will commence on the date You create a Service account via the Libsyn Ads UI and agree to the terms of this Agreement, and will continue until terminated by either party as provided in this Agreement ("Term"). You may terminate this Agreement, with or without cause, at any time by sending written (via email) notice to libsynads@libsyn.com provided that such termination will become effective upon the earlier of 10 business days after Libsyn Ads' receipt of such notice or the date upon which, after receiving such notice, Libsyn Ads suspends Your ability to access or use the Service or terminates Your Account. Libsyn Ads may terminate this Agreement or any Account, with or without cause, in Libsyn Ads' sole discretion, at any time. Upon termination of this Agreement, (a) any licenses granted to You in this Agreement will automatically terminate, and You must immediately cease all use of any of the Services. Further, upon expiration or termination, if You are a Marketplace customer and if Your account balance is less than US $5 (the "Termination Threshold"), such earned balance below the Termination Threshold will not be paid and will automatically be forfeited and Libsyn Ads will own any such amounts. If Your earned balance at the time of expiration or termination is greater than the Termination Threshold, Libsyn Ads will remit the amount earned within approximately 7 days of the end of the month of expiration or termination to You. Libsyn Ads will attempt to pay You for undisputed amounts earned and unpaid, however, if Libsyn Ads is unable to remit payment to You due to You or circumstances beyond Libsyn Ads' control, You will automatically forfeit all such amounts and Libsyn Ads will own any such amounts.

Libsyn Ads has the right, in its sole discretion, with or without notice, to suspend any podcast or advertiser from Your Account or Your access to the Libsyn Ads UI or any Service. Libsyn Ads reserves the right to modify or discontinue, temporarily or permanently, any Service or Libsyn Ads Code, or any features or portions thereof, without prior notice. You agree that Libsyn Ads will not be liable for damages of any sort that result from any such suspension, modification, or discontinuance of Your Account.

In connection with the operation of any Service, Libsyn Ads and You may collect and receive Service Data. "Service Data" includes any information that You or Libsyn Ads collect during the ad buying process of delivery of ads or the performance of obligations under this Agreement, including End User device information, End User's session-based browsing behavior, information about ads served, downloaded, streamed, viewed, or clicked on, http header information, and any other data that You elect to provide Libsyn Ads. You agree that Libsyn Ads will have the right to: (a) use and disclose Service Data (i) to provide any of the Services, (ii) for its internal business purposes, (iii) to improve any products or services provided by Libsyn Ads, and (iv) to enable, and allow for the improvement of, services provided by Podcast Advertisers and other third party partners; (b) use and disclose Service Data as may be required by law or legal process; and (c) use and disclose Service Data when it is aggregated, such that it does not identify You, any End User, or individual device. You may use Service Data that You receive for Your internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Service Data, and that You obtain any and all consents, waivers, approvals, authorizations and clearances from End Users that may be required by applicable laws in connection therewith.

Libsyn Ads covenants that, in providing the Services, Libsyn Ads: (a) will not collect Personally Identifiable Information (as defined by any and all applicable United States privacy laws) from End Users; (b) will not collect Personal Data (as defined by the General Data Protection Regulation) from End Users in the European Economic Area; and (c) will comply with all applicable privacy laws and regulations.

You agree not to disclose Libsyn Ads Confidential Information (defined below) without Libsyn Ads' prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of such Libsyn Ads Confidential Information as You use with respect to Your own confidential information (but in no event less than a reasonable degree of care). "Libsyn Ads Confidential Information" includes any and all information that is disclosed by Libsyn Ads, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as "Confidential," or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information would be reasonably deemed to be confidential, and includes the features and functionality of any Service. Libsyn Ads Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by You; (b) is rightfully known by You at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the You without use of or reference to Libsyn Ads' Confidential Information and without any violation of any obligation of this Agreement; or (d) You rightfully obtain from a third party lawfully in possession of such information without restriction on use or disclosure.

While using the Service, you may not knowingly:

Unless otherwise indicated for a particular communication, any communications or material of any kind that you e-mail, post or otherwise transmit through this Website, including data, questions, comments or suggestions ("your Communications") will be treated as non-confidential and nonproprietary. In addition, Libsyn Ads is free to use extra communications from social media outlets that are used in conjunction with podcast advertising "Extras" monetary commitments.

You acknowledge and agree that Libsyn Ads may terminate account or deny you access to all or part of the Service without prior notice if you engage in any conduct or activities that Libsyn Ads in its sole discretion believes violate any of the terms and conditions, violate the rights of Libsyn Ads, or is otherwise inappropriate for continued access.

You acknowledge and agree that Libsyn Ads may in its sole discretion deny you access through Libsyn Ads to any materials stored on the Internet, or to access third party services, merchandise or information on the Internet through Libsyn Ads, and Libsyn Ads shall have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.

You agree to defend, indemnify and hold Libsyn Ads and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms of Service by you or users of your account.

Each party (in such capacity the "Indemnifying party") agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees, and agents (each an "Indemnified party") against any and all third-party claims or liabilities (including interest, penalties and reasonable attorneys' fees) arising out of or related the Indemnifying party's: (i) breach or alleged breach of the Agreement; (ii) infringement of a third party's U.S. patent, trademark, trade secret or copyright; or (iii) violation of any applicable law or regulation.

Libsyn Ads is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing at the Libsyn Ads Website (the "Website"), and is the copyright owner or licensee of the content and/or information on this Website including but not limited to any screens appearing at the Website. You may not download and/or save a copy of any of the screens except as otherwise provided in these Terms of Service, for any purpose. However, you may print a copy of the information on this Site for your personal use or records. If you make other use of this Website, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to penalties. Libsyn Ads does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on the Website unless Libsyn Ads provides written permission.

You acknowledge and agree that Libsyn Ads and any of its website co-branding providers have no responsibility for the accuracy or availability of information provided by linked sites. Links to external web sites do not constitute an endorsement by Libsyn Ads or its Website.

Libsyn Ads is taking reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those specified by you. However, the Internet is an open system and we cannot and do not guarantee that the personal information you have entered will not be intercepted by others and decrypted.

The Terms of Service and the relationship between you and Libsyn Ads shall be governed by the laws of Pennsylvania without regard to its conflict of law provisions. You and Libsyn Ads agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Pennsylvania. The failure of Libsyn Ads to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.

You acknowledge and agree that Libsyn Ads and any of its website co-branding providers have no responsibility for the accuracy or availability of information provided by linked sites. Links to external web sites do not constitute an endorsement by Libsyn Ads or its Website.

Libsyn Ads is taking reasonable and appropriate measures, including encryption, to ensure that your personal information is disclosed only to those specified by you. However, the Internet is an open system and we cannot and do not guarantee that the personal information you have entered will not be intercepted by others and decrypted.

The Terms of Service and the relationship between you and Libsyn Ads shall be governed by the laws of Pennsylvania without regard to its conflict of law provisions. You and Libsyn Ads agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Pennsylvania. The failure of Libsyn Ads to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.

Neither party will be liable for nor be considered in breach of or default under the Agreement delay or failure to perform as required by the Agreement as a result of strike, fire, explosion, flood, storm, material nationwide or worldwide shortages, riot, insurrection, governmental acts, labor conditions, acts of God, war, acts of terrorism, earthquake or any other cause which is beyond the reasonable control of such party (a "Force Majeure Event"). If a Force Majeure Event prevents either party from fulfilling its obligations under this Agreement for more than four (4) contiguous weeks, either party may terminate this Agreement, immediately and without penalty, upon written notice to the other party. Notwithstanding the foregoing, any delay or failure to perform by either party caused by equipment failures, failures by third parties under direct contract to the party, or other failures that could have been avoided by means of commonly accepted redundancy practices, will not constitute a Force Majeure Event and in such event the party shall remain responsible for its obligations herein.

Libsyn Ads may change the Terms of Service from time to time. By continuing to use the Service following such modifications, you agree to be bound by such modifications to the Terms of Service. Use of some services or content accessible through Libsyn Ads may require acceptance of separate agreements with Libsyn Ads and/or third parties. In consideration of your use of this Service, you agree to: (a) provide true, accurate, current, and complete information about yourself, your content (i.e. podcast or online content) and corresponding RSS, and your business as prompted by the Registration Form, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, Libsyn Ads has the right to terminate your account and refuse any and all current or future use of the Service, and/or payouts. You agree not to resell or transfer the Service or use of or access to the Service. You acknowledge and agree that you must: (a) either use Libsyn Ads World Wide Web access or provide your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including a computer and modem or other access device

You will not use Libsyn Ads to serve Podcast Ads or Demand Ads from, or target Podcaster Ads or Demand Ads to, countries, entities, or individuals subject to U.S. trade sanctions or other U.S. export control laws. You will not use any Libsyn Ads Materials in connection with any Publisher Network, or part of Publisher Network, that is distributed or otherwise made available to any countries, entities, or individuals subject to U.S. trade sanctions or other U.S. export control laws. Further, You represent and warrant that You (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) are not identified as a "Specially Designated National" by the Office of Foreign Assets Control; (iii) are not placed on the U.S. Commerce Department's Denied Persons List; and (iv) will not access or use any of the Services if any applicable laws in Your country prohibit You from doing so in accordance with this Agreement.

The Marketplace allows You, as a publisher, to setup a listing and offer and sell ad units of a podcast that You designate for placement of ads ("Inventory") to any advertiser, advertising network, ad agency, or other participant in the Marketplace, who purchases Inventory listed by You via the Marketplace ("Podcast Advertiser(s)"). Podcast Advertisers may order and promote their product or service ("Podcast Ad(s)") on Inventory made available via Your podcasts, podcast-related websites, videos, and social media (collectively, "Publisher Network"), based upon the selling criteria selected by You via the Libsyn Ads UI.

Libsyn Ads will remit a percentage of the "Gross Marketplace Revenue" (as defined below) that Libsyn Ads receives from the sale of Your Inventory to Podcast Advertisers, in U.S. Dollars. The amount resulting from applying such percentage to the Gross Marketplace Revenue will be the "Revenue Share Fee." "Gross Marketplace Revenue" means fees actually collected by Libsyn Ads from Podcast Advertisers in connection with any Ads served to the Publisher Network, less Libsyn Ads' commission. Standard commission rate is 30%, but Libsyn Ads and Publisher Network may agree to a negotiated commission rate in writing. Libsyn Ads also reserves the right to offer negotiated pricing and/or commission rate on any advertising order. You are responsible for all Taxes (if any) associated with the Services. Each party shall remit the amounts due after deducting any and all Taxes that may be applicable to any applicable remittances. Specifically, Libsyn Ads may deduct or withhold any withholding taxes that Libsyn Ads may be legally obligated to deduct or withhold from any amounts due to You under the Agreement, and remittance to You as reduced by such deductions or withholdings will constitute full remittance and settlement of amounts due to You under the Agreement. Publishers are paid for each ad spot when the following conditions (“Payout Conditions”) are met:

In the event that an Advertiser fails to make the required payment for an advertising campaign, the Publisher may not receive the corresponding payout for that campaign. For Publishers opting out of Libsyn Ads automated payouts via PayPal, check, or ACH, an invoice will be required in order to be paid for completed ad spots, which will be paid once Payout Conditions are met. Publisher will forfeit payouts under any of the following circumstances:

By using our service, you agree to keep your podcast listing up to date with accurate and present time data. Failure to do so, may result in account suspension, provided that Libsyn Ads will give You at least 30 days written notice prior to suspending your account in order to allow You to update Your podcast listing.

Content in the Libsyn Ads Marketplace. With respect to Your use of the Libsyn Ads Marketplace, You are solely responsible for your Inventory, including handling all related inquiries, fulfilling the ads, communication with the advertiser, and managing the ad buy. You are responsible for the advertising/promotion/endorsement/content you sell and produce/fulfill for the advertiser. If you do not complete the advertising work as stated by your listing, funds will not be transferred to your account and the advertiser may leave negative feedback. If you feel you did fulfill the agreement, please contact us and we will review the case.

You shall not, and shall not knowingly allow or encourage third-parties to run "robots" or "spiders" against any of Your Publisher Network or use any means to artificially increase the number of impressions/downloads or End User taps or clicks on Publisher Ads or Demand Ads displayed on Your Publisher Network ("Clicks") via the Marketplace, including, but not limited to by engaging in any of the following activities: encouraging visits to landing pages or using promo codes with offers of cash, prizes or anything else of value in exchange for services (except for standard advertiser offers or publisher rewards programs that are compliant with this Agreement). You represent and warrant that there will not be any fraudulent Listens, Downloads, Clicks, Inducements, or Unintended Clicks via the Publisher Network. You agree to indemnify and hold harmless Libsyn Ads with respect to any claims by an Advertiser related to fraudulent Listens, Downloads, Clicks, Inducements, Unintended Clicks, or Advertiser Offers. Libsyn Ads shall not be liable for any advertising fees based on fraudulent Listens, Downloads, Clicks, Inducements, and/or Unintended Clicks. Final judgment on what constitutes fraudulent Clicks, Inducement and/or Unintended Clicks shall be in the sole discretion of Libsyn Ads.

You represent and warrant that (i) no podcast or application within the Publisher Network is a podcast or online service directed to children, as defined under the Children's Online Privacy Protection Act ("COPPA"), and (ii) You will not transmit any "Personal Information" (as defined under COPPA) about or relating to an individual under the age of 13 to Libsyn Ads.

Libsyn Ads retains the authority to negotiate pricing, scheduling, rates, and other advertising campaign details, and may sign advertising contracts on the publisher's behalf as an authorized agent. Publishers retain the right to accept or decline advertising campaigns negotiated and executed by Libsyn Ads agents. Publishers may exercise their discretion to participate in or reject any advertising campaign proposed by Libsyn Ads.

If the Publisher grants Libsyn Ads access to their RSS hosting account, the Publisher hereby gives explicit permission for Libsyn Ads to make necessary changes and modifications within their hosting platform for the sole purpose of fulfilling advertising campaigns. These changes may include, but are not limited to, uploading, scheduling, or managing content related to the campaigns

If the Publisher utilizes Libsyn hosting or has a Podtrac, Podsights, or other reporting prefix enabled, the Publisher acknowledges and agrees that Libsyn Ads may use delivery reports from any of these sources to automatically report reach on any particular ad unit, where applicable, unless otherwise agreed to opt out of automatic reach reporting in writing

In the event of an impression shortfall on any particular ad unit that has been sold, the resolution will be determined at the discretion of Libsyn Ads and the Advertiser. Libsyn Ads and the Advertiser may agree to grant additional impressions or ad spots in order to fulfill the original commitment if Publisher agrees. Alternatively, at the discretion of Libsyn Ads and the Advertiser, a prorated payout may be calculated based on the ratio of delivered to sold impressions. The specific resolution method will be agreed upon on a case-by-case basis, with the aim of achieving a fair and equitable resolution for all parties. Failure by Publisher to accommodate a suitable make good may result in non-payment for initial campaign.

Libsyn Ads reserves the right to cancel any campaign or ad unit at any time, with or without cause, and without prior notice. The decision to cancel a campaign is at the sole discretion of Libsyn Ads. In the event of such cancellation, any fees paid by the advertiser for the canceled campaign or portion of it will be subject to our refund policy, if applicable.

Advertiser authorizes Libsyn Ads and its affiliates to place customer's advertising materials and related technology (collectively, "Ads" or "Creative") on any content or property (each a "Property") provided by Libsyn Ads or its affiliates ("Publishers") on behalf of itself or, as applicable, a third party ("Partner"). Customer is solely responsible for all: (i) Creative, (ii) Sponsor verbiage, (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects ("Destinations"). The Program is an advertising platform on which Customer authorizes Libsyn Ads to use certain tools to format Ads.

Advertiser may cancel a campaign or ad unit according to the cancellation terms outlined in the relevant insertion order; otherwise the campaign is considered non-cancellable. Libsyn Ads reserves the right to cancel any campaign or ad unit at any time and for any reason, including but not limited to, violation of our terms of service, non-payment, late payment, or any content or materials that are deemed inappropriate or in violation of applicable laws and regulations. In the event of such cancellation, Libsyn Ads will make reasonable efforts to provide notice to the advertiser, and any fees paid for the canceled campaign will be subject to our refund policy, if applicable.

For credit card orders via the Marketplace, when a podcaster approves the ad campaign, you will be charged via credit card in full (for all ad spots with that podcast). For any ad spots that do not air or get canceled, your card will be credited. Advertisers with credit privileges will be invoiced by Libsyn Ads and each invoice shall include the applicable payment terms. Advertiser will pay ALL charges incurred in connection with the order, in immediately available funds or as otherwise approved by Libsyn Ads, within a commercially reasonable time period specified by Libsyn Ads. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys' fees Libsyn Ads incurs in collecting late payments. Charges are solely based on Libsyn Ads' measurements for the Programs and the applicable billing metrics. Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Libsyn Ads may, in its sole discretion, extend, revise or revoke credit at any time. Libsyn Ads is not obligated to deliver any Ads in excess of any credit limit. If ads are not performed to Advertiser satisfaction, Advertiser may request a make good with Libsyn Ads or Publisher. If the Publisher does not complete an ordered ad, Advertiser will not be charged or will be credited the difference if already charged.

Advertisers are required to provide ad copy, attribution and measurement pixels, product samples, or any other materials necessary for their campaigns with a minimum lead time of ten (10) days, unless otherwise Specified by Libsyn Ads.

Advertisers are responsible for implementing and maintaining third party attribution and measurement tracking for their campaigns. Libsyn Ads assumes no liability for any malfunctions or inaccuracies in attribution or measurement tracking systems used by advertisers.

In the event that an advertiser's campaign experiences an aggregate impression shortfall, Libsyn Ads will make-good either by offering replacement impressions, ad spots or prorated billing, at our sole discretion, to remedy the shortfall. Our commitment to make-good is subject to campaign performance metrics and conditions.