VOXANT MEMBERSHIP AGREEMENT

BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU HEREBY CONSENT TO THE TERMS OF THIS MEMBERSHIP AGREEMENT (THE "AGREEMENT") WHICH SHALL GOVERN YOUR USE OF THE VOXANT PLAYER (THE “PLAYER”) AND OUR CONTENT. THE PAYMENT METHODOLOGY ASSOCIATED WITH THE PLAYER IS LOCATED AT THENEWSROOM.COM/GET_PAID, WHICH VOXANT MAY AT ITS SOLE DISCRETION MODIFY FROM TIME TO TIME.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "I DECLINE" BUTTON AND DO NOT ATTEMPT TO USE, INSTALL OR ACCESS THE PLAYER OR ANY OF OUR CONTENT.

WE (VOXANT, INC., A DELAWARE CORPORATION, OR "VOXANT") MAY MODIFY THIS AGREEMENT AT ANY TIME IN OUR DISCRETION BY POSTING A NEW VERSION OF THIS AGREEMENT ON OUR SITE AT WWW.THENEWSROOM.COM (THE “SITE”). WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY YOU OF SUCH CHANGES, WHICH MAY INCLUDE PUTTING A NOTICE on THE SITE. YOUR USE OF OUR PLAYER THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH REVISED TERMS.

1.WHAT YOU MAY DO. VOXANT hereby grants to You, during the Term hereof, a revocable, non-exclusive, limited right to access and use our Player (a) to access, copy, mash, embed, and perform any of our Content, and (b) to post our Player to Your web site so that Your web site visitors ("Users") may access our Content. “Content” includes any and all images, designs, graphics, logos, marks, audio files, video, data, material and information posted, linked to or otherwise made available by VOXANT on or through the Player. You and Your Users may use our Content solely through the Player. Sections 1, 2 and 3 of this Agreement constitute the "VOXANT License."  This License is subject to your ongoing compliance with this Agreement.  VOXANT reserves the right to revoke this license at any time in its sole discretion.

2.WHAT YOU MAY NOT DO. Neither You nor Your Users may (a) alter, modify, reverse engineer, decompile or seek to derive the computer code of the Player, (b) view or use our Content without the Player, (c) make only partial use of the Player code, (d) attempt to delete any advertising material from the Content, or (e) remove, conceal or obliterate any copyright or other proprietary notice or attribution on the Player or in the Content. 

You may not use, link or associate the Player or Content to or with any website or material that:

(i) contains sexual content, sexually suggestive or pornographic material,

(ii) is exploitive of children under the age of 18,

(iii) is abusive, grossly offensive or contains bigotry, prejudice, racism, hatred or gratuitous profanity,

(iv) promotes any illegal activity, including drug use or violence,

(v) is defamatory, libelous, invasive of personal privacy, false or likely to damage the reputation of VOXANT or its Content Owners,

(vi) contains hacking or cracking content,

(vii) contains gambling or casino-related content,

(viii) contains excessive, repetitive, or irrelevant keywords in the content or code of the web pages,

(ix) contains information on the sales or promotion of weapons or ammunition,

(x) contains information on the sales or promotion of beer, alcohol, tobacco or tobacco-related products, prescription drugs, products that are replicas or imitations of designer goods, term papers or student essays, or any other content that infringes on the legal rights of others.

(xi) contains little or no original content including, but not limited to, scraped content, auto-generated content, doorway sites, made for ad sites, sites with landing pages containing only a login or registration form, and thin affiliate sites.

(xii) does not include a privacy policy.

“Content Owners” are the lawful owners of the Content.

Impressions of ads associated with Content must result from genuine user interest.  Impressions that are generated through prohibited means, and intended to artificially increase impression counts, are considered impression fraud or invalid impressions. WE STRICTLY PROHIBIT ANY METHOD USED TO ARTIFICIALLY GENERATE IMPRESSIONS AND CLOSELY MONITOR ACTIVITY.  IMPRESSIONS DEEMED TO BE INVALID WILL NOT BE INCLUDED IN YOUR EARNINGS.  These prohibited methods include but are not limited to hidden or unreadable content, repeated manual clicks or impressions, using robots, automated click and impression generating tools, third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, traffic exchange, and click-exchange programs, or any deceptive software.  You may play content in a non-production mode to test such content, but this will not constitute an impression requiring payment from VOXANT.   You must use VOXANT’s API to create feeds from the Site for placement on Your site; under no circumstances may You use bots or any other methods not explicitly authorized by VOXANT in writing to accomplish this task.  Failure to comply with this policy may lead to Your account being disabled and You not being paid.

In order to ensure a good experience for users and advertisers, You may not request that users click the ads on Your site or rely on deceptive implementation methods to obtain clicks. You:

• May not encourage users to click the Player by using phrases such as "support us," "watch this video so we make money," or other similar language. You may give users instructional advice on how to view video Content if You have reason to believe Your users do not know how to play video, or that video Content is available.
• May not direct user attention to the Player via arrows or other graphical gimmicks.
• May not place misleading images alongside individual assets or feeds.
• May not promote sites displaying Content through unsolicited mass emails or unwanted advertisements on third-party websites.
• May not compensate users for viewing video Content or promise compensation to a third party for such behavior.
• May not serve our content in any advertisement network, or re-sell our content to any third party without Voxant written agreement.
• May not place misleading labels above the Player.
• May not place elements on a page in a manner that obscures any portion of the ads that run with Content.
• May not place Content on pages published solely and specifically for the purpose of showing ads, whether or not the page content is relevant.
• May not place, or serve our content within a pop-up or pop-under.
• May not place Content in a location where it cannot be physically viewed on Your site (for example, You may not put the Player on Your site by attaching it to a single hidden pixel).
• May not place Content on proxy sites.
• May not place Content where VOXANT is unable to track it inclding proxied or anonymizing services (for example, You may not place Content on a referred or destination page inside an iframe because VOXANT is unable to see where it is or what it is presented with).
• May not place more than 1 autoplay video player on a single page within your site.
• May not display our content on Foreign Language sites.

3.WHAT WE MAY DO. IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT, WE MAY DISABLE THE PLAYER FROM APPEARING ON YOUR SITE, AND/OR DISABLE YOUR ACCOUNT, AND/OR NOT PAY YOU FOR IMPRESSIONS DEEMED TO BE INVALID.  VOXANT MAY RESTRICT, SUSPEND OR TERMINATE YOUR OR YOUR USER'S ACCESS TO THE PLAYER AND TO ANY OF OUR CONTENT AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR TO YOUR USERS. VOXANT MAY MODIFY THE PLAYER OR CONTENT AT ANY TIME IN ANY MANNER IN OUR SOLE DISCRETION.  DETERMINATION OF INVALID IMPRESSIONS WILL BE MADE AT VOXANT’S SOLE DISCRETION.

4. ALL OTHER RIGHTS RESERVED. Except as expressly granted through the VOXANT License, all right, title and interest in and to the Player and Content are retained by VOXANT and its Content Owners.

5. PRIVACY POLICY; MARKETING EMAILS; DATA PROCESSING. YOU HEREBY AGREE THAT YOU HAVE READ AND AGREED TO ALL OF THE TERMS OF OUR PRIVACY POLICY POSTED ON THE SITE AT THENEWSROOM.COM/PRIVACY_POLICY AND INCORPORATED HEREIN. WE MAY REVISE OUR PRIVACY POLICY AT ANY TIME WITHOUT NOTICE. You hereby agree that we may send Content notices and marketing emails to You and to Your Users at the addresses You or they have provided. You may not release or distribute any information that implies an endorsement of Your web site or business by VOXANT.  The Site may be hosted outside Your home country, and Your email communications to us may be directed to a server that is hosted outside Your home country.  You hereby consent to the export of Your information from Your home country and to its processing outside of Your home country.  Communications over the Internet may not be secure.

6.WARRANTIES, DISCLAIMERS, EXCLUSIVE REMEDY. You hereby represent and warrant to us that all data and information on Your web site or that You otherwise associate with our Content, (a) does not infringe any copyright, publicity right or any other intellectual property right or interest of VOXANT, our Content Owners and/or any third party; (b) does not violate any contract or order to which You are subject; and (c) does not violate any laws or regulations. THE PLAYER AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VOXANT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, NONINFRINGEMENT, ANTI-VIRUS, INFORMATIONAL CONTENT AND SYSTEM INTEGRATION AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST VOXANT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PLAYER AND TERMINATE THIS AGREEMENT.

VOXANT DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE CONTENT USED IN THE PLAYER.

7. LIMITATION OF LIABILITY & DAMAGES. UNDER NO CIRCUMSTANCES OR THEORY OF LIABILITY SHALL VOXANT OR ITS CONTENT OWNERS BE LIABLE TO YOU OR YOUR USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING FOR LOST PROFITS, LOST DATA, ACCURACY OF RESULTS, COMPUTER MALFUNCTION OR OTHER DAMAGES. THE LIABILITY OF VOXANT AND ITS CONTENT OWNERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. INDEMNITY. You hereby agree to indemnify, defend and hold VOXANT and its Content Owners, and their respective officers, directors, employees and agents harmless, from and against any and all claims, liabilities, losses, costs and expenses (including attorneys' fees) incurred by them in connection with Your or Your User's (a) use or misuse of the Player or Content, (b) website or business, (c) breach of this Agreement, and/or (d) violation of any law or the rights of a third party.

9. ELECTRONIC COMMUNICATION.  When You or Your Users use the Player or send e-mails to VOXANT, You are communicating with VOXANT electronically.You consent to receive communications from VOXANT electronically.  VOXANT will communicate with You by e-mail.  You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing..

10. YOUR ACCOUNT.  If You use the Site or have an account for using the Player, You are responsible for maintaining the confidentiality of Your account and password, and for restricting access to Your computer.  You agree to accept responsibility for all activities that occur under Your account or password.  You agree to notify VOXANT immediately of any unauthorized use of Your account or any other breach of security. 

11. TERMINATION. This Agreement shall commence upon Your acceptance hereof by clicking on the “I Accept” button below and shall continue until terminated by either party (the "Term"). You may terminate this Agreement at any time only by deleting all copies of the Player from Your website, servers and media of any form. VOXANT may terminate this Agreement at any time by deleting or blocking Your access to the Player and Content. Upon any termination hereof, the VOXANT License shall immediately terminate and You shall immediately terminate Your use of the Player and Content. Any provision of this Agreement that contemplates or governs performance or observance subsequent to termination or expiration of this Agreement will survive the expiration or termination of this Agreement for any reason.

12. MISCELLANEOUS. This Agreement constitutes our entire agreement regarding our Player and Content. If any provision is found invalid or unenforceable, such provision shall be severed and the other terms hereof shall remain in effect. This Agreement is governed by Virginia law, without regard to conflicts of law principles. Any action relating to this Agreement shall be brought exclusively in federal or state court located in Virginia and each party hereby irrevocably consents to the jurisdiction and venue of such courts. TRIAL BY JURY OF ANY SUCH ACTION IS IRREVOCABLY WAIVED BY EACH PARTY. You may not assign this Agreement without VOXANT'S prior written consent. Each party shall be responsible for compliance with all laws, rules and regulations applicable to their business. VOXANT shall not be liable for any failure or interruption in the use of the Player due to causes beyond VOXANT'S control, including force majeure or any failures of telecommunications, hardware or software. VOXANT is not responsible for any costs or liabilities related to any third party service. Nothing in this Agreement shall limit, restrict or affect VOXANT'S right to create any other products or services similar to Yours. Headings are for reference purposes only and do not limit the scope or extent of such section.  The failure of VOXANT to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches.  VOXANT does not guarantee it will take action against all breaches of this Agreement.  Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.