1. Welcome to MBSH!
Thanks for your interest in our streaming and advertising services (the "Services")!
By using our Services, you agree to (1) these Terms of Service, (2) MBSH Paid Services Terms, (3) the AudioAds Program Policies, which include but are not limited to the Content Policies, the Quality Guidelines, the Ad Implementation Policies, and the EU User Consent policy (collectively, the "MBSH Policies"), collectively, the "RadioStream Terms". If ever in conflict, these Terms of Service will take precedence over any other terms in the policies and guidelines enumerated in numbers (2) and (3) above. Please read these Terms of Service and the rest of the Terms carefully.
As used in these Terms of Service, "you" or "publisher" means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf), at your direction, under your control, or under the direction or control of the same individual or entity who controls you). "We," "us" or "MBSH" means SIA MBSH, and the "parties" means you and MBSH.
2. Access to the Services; MBSH Accounts
Your use of the Services is subject to your creation and our approval of an MBSH Account (an "Account"). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from MBSH, and your Accounts will be subject to termination, pursuant to the provisions below.
By enrolling in RadioStream, you permit MBSH to serve, as applicable, (i) advertisements and other content ("Ads"), mobile applications, media players, mobile content, and/or other properties approved by MBSH (each individually a "Property"). In addition, you grant MBSH the right to access, index and cache the Properties, or any portion thereof, including by automated means. MBSH may refuse to provide the Services to any Property.
Any Property that is a software application and accesses our Services (a) may require preapproval by MBSH in writing.
3. Using our Services
You may use our Services only as permitted by this the Terms and any applicable laws. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
4. Changes to our Services; Changes to the MBSH Terms
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
We may modify the MBSH Terms at any time. We'll post any modifications to the MBSH Terms on this page and any modifications to the MBSH Policies or the MBSH Branding Guidelines on their respective pages. Changes will generally become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don't agree to any modified terms in the MBSH Terms, you'll have to stop using the affected Services.
Subject to this Section and Section 6 of these Terms of Service, you will receive a payment related to the number of valid impressions on Ads displayed on your Properties, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when MBSH determines that your Properties have remained in compliance with the MBSH Terms (including all MBSH Policies as identified in Section 1 above) for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when MBSH issues you a payment, we will pay you by the end of the calendar month following any calendar month in which the balance reflected in your Account equals or exceeds the applicable payment threshold. If MBSH is investigating your compliance with the MBSH Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
If you implement MBSH Services, our payments may be offset by any applicable fees for such Services. In addition, MBSH may (a) withhold and offset any payments owed to you under the MBSH Terms against any fees you owe us under the MBSH Terms or any other agreement, or (b) require you to refund us within 30 days of any invoice any amounts we may have overpaid to you in prior periods. You are responsible for any charges assessed by your bank or payment provider.
Unless expressly authorized in writing by MBSH, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the MBSH Terms or other financial benefit in relation to the Services.
Payments will be calculated solely based on MBSH's accounting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which MBSH has been paid; if, for any reason, MBSH does not receive payment from an advertiser or credits such payment back to an advertiser, you are not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Ads are displayed on any Property defaults on payment to MBSH, we may withhold payment or charge back your Account.
Additionally, MBSH may refund or credit advertisers for some or all of the advertiser payments associated with a publisher's Account. You acknowledge and agree that, whenever MBSH issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.
6. Termination, Suspension, and Entitlement to Further Payment
MBSH may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the MBSH Policies. MBSH can terminate your participation in the Services, and close your Account, if your Account remains inactive for a period of 6 or more consecutive months. If MBSH closes your Account due to inactivity, and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to our payment provisions in Section 5. If MBSH closes your Account due to inactivity, you will not be prevented from submitting a new application to use the Services.
If MBSH terminates your Account due to your breach of the MBSH Terms, including, but not limited to, your causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with the MBSH Policies, you will not be entitled to any further payment from MBSH for any prior use of the Services. If you breach the MBSH Terms or MBSH suspends or terminates your Account, you (i) are prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other MBSH products. If you dispute any payment made or withheld relating to your use of the Services, or, if MBSH terminates your Account and you dispute your termination, you must notify MBSH within 30 days of any such payment, non-payment, or termination by submitting an appeal . If you do not, any claim related to the disputed payment or your termination is waived.
You may terminate your use of the Services at any time by completing the account cancellation process. Your MBSH Account will be considered terminated within 10 business days of MBSH's receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions in Section 5, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.
As between you and MBSH, MBSH is responsible for all taxes (if any) associated with the transactions between MBSH and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on MBSH's net income. All payments to you from MBSH in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
You authorize MBSH to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize MBSH to conduct such tests without notice.
9. Intellectual Property; Brand Features
Other than as set out expressly in the MBSH Terms, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party's licensors.
If MBSH provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MBSH, in the manner permitted by the MBSH Terms. Other than distributing content via the SDK in part of MBSH Paid Services, you may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter MBSH's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any MBSH services, software, or documentation.
We grant you a non-exclusive, non-sublicensable license to use MBSH's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features") solely in connection with your use of the Services and in accordance with the MBSH Terms. We may revoke this license at any time. Any goodwill arising from your use of MBSH's Brand Features will belong to MBSH.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You grant MBSH the right to distribute your content on the MBSH Affiliate Network. And you guarantee, by assuming all obligations regarding third-party claims that your content distribution actions are lawful, that you have the relevant rights under license and other agreements with copyright holders.
You agree not to disclose MBSH Confidential Information without our prior written consent. "MBSH Confidential Information" includes: (a) all MBSH software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by MBSH that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. MBSH Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of MBSH's gross payments resulting from your use of the Services.
You agree to indemnify and defend MBSH, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by MBSH, your use of the Services, or your breach of any term of the MBSH Terms. MBSH's advertisers are third-party beneficiaries of this indemnity.
13. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the MBSH Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) MBSH has never previously terminated or otherwise disabled an MBSH account created by you due to your breach of the RadioStream Terms, including due to invalid activity; (v) entering into or performing under the MBSH Terms will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to MBSH is correct and current.
Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under the Agreement.
Other than as expressly set out in the MBSH Terms, we do not make any promises about the Services. For example, we don't make any commitments about the content within the Services, the specific function of the Services, or their profitability, reliability, availability or ability to meet your needs.
No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by MBSH under the MBSH Terms unless expressly set out in the Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
14. Limitation of Liability
Nothing in the MBSH Terms will exclude or limit either party's liability for (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) anything which cannot be excluded or limited by law.
Neither party shall have any liability (whether in contract, tort or otherwise) under or in connection with the MBSH Terms for any special, indirect or consequential loss (whether such loss was foreseeable, known or otherwise).
Neither party's aggregate liability (whether in contract, tort or otherwise) under or in connection with the Agreement shall exceed 125% of the net amount payable by MBSH to you in the 12 month period immediately preceding the earliest date on which such liability arises.
The limitations and exclusions of liability in this Section 13 shall not apply in respect of any liability that you may incur under Section 9 (Intellectual Property; Brand Features), Section 11 (Confidentiality) or Section 12 (Indemnity).
Entire Agreement; Amendments. The MBSH Terms our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. MBSH Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the MBSH Terms, or (ii) as set forth in Section 4, if you keep using the Services after MBSH modifies the Agreement.
Assignment. You may not assign or transfer any of your rights under the MBSH Terms.
Independent Contractors. The parties are independent contractors and the 12, the MBSH Terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. Other than as set forth in Section 12, the MBSH Terms do not create any third-party beneficiary rights.
No Waiver. Other than as set forth in Section 5, the failure of either party to enforce any provision of the MBSH Terms will not constitute a waiver.
Severability. If it turns out that a particular term of the MBSH Terms is not enforceable, the balance of the MBSH Terms will remain in full force and effect.
Survival. Sections 5, 6, 8, 12, 14, and 15 of these MBSH Terms of Service will survive termination.
Governing Law; Venue. The MBSH Terms is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning the MBSH Terms.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact MBSH, please visit our contact page.