Publisher Terms and Conditions

Po.st Terms and Conditions

This Agreement (“Agreement’) is a legal agreement between you (“Publisher”) and RadiumOne, Inc. (“RadiumOne”). By availing yourself of the Service in any manner, you agree that you have read, understood, and agree to be bound by and comply with the terms and conditions of this Agreement.  If at any time you do not agree to these terms, you should immediately terminate your use of the Service.

1. 1. Definitions.
   1. 1.1. “Service” means RadiumOne’s Po.st sharing service that allows users to share content located on Publisher Websites with other parties, including our link shortening service, video embedding service, analytics software, publisher dashboards, and other tools and applications provided by RadiumOne.
   2. 1.2. “JavaScript Tag” means HTML code that a Publisher implements on its website(s) in order to participate in the Service.   
   3. 1.3.  “Publisher Websites” means the URL or URLs provided by Publisher that use the JavaScript Tag to provide the Service.
   4. 1.4.  “Start Date” means the date that Publisher accepts this Agreement.
2. 2. Additional Policies.  The Agreement also includes the terms within the following additional policies which are hereby incorporated into this Agreement by reference.  Capitalized words and terms that are used, but not defined, in this document or in a particular policy may be defined elsewhere in this Agreement.  Please read this Agreement (including the additional policies) carefully, as they govern your use of the Service.
   1. 2.1. Privacy Policy. Your privacy is important to us.  The RadiumOne Privacy Policy, which describes how we collect, use, and disclose information from the Service, is available here. Users have the ability to opt out of data collection through the Service at any time by clicking the “Opt-Out” button on our Privacy Policy.
   2. 2.2. Intellectual Property Policy. RadiumOne respects the intellectual property rights of others, and strictly prohibits infringing activity on the Service.  Our Intellectual Property Policy, which describes the steps RadiumOne takes to address claims of such activity, is available here.
   3. 2.3. Idea Submissions Policy. Your feedback is important to us.  Our Idea Submissions Policy, which describes the terms on which we accept submissions, is available here.
3. 3. Use of Service.
   1. 3.1. Site Approval.  Subject to the terms and conditions herein and your acceptance of this Agreement, you may implement the Service on Publisher Websites without RadiumOne’s prior approval. RadiumOne reserves the right to deny or revoke participation of any website in the Service at any time in its sole discretion.
   2. 3.2. Publisher Websites.  Publisher represents and warrants that (i) it maintains adequate rights in and to the Publisher Websites (including without limitation under the intellectual property rights in and to any third party content contained therein) in order to engage in the Service, including without limitation the right to modify and create derivative works of any materials on the Publisher Websites and (ii) the Publisher Websites do not portray illicit drugs; and do not contain pornography, adult or mature content; or any content that otherwise promotes violence, illegal activity or infringes on the rights of others.  Publisher will indemnify, defend, and hold RadiumOne harmless from and against all damages, liabilities, costs, and expenses (including, without limitation attorney fees) that RadiumOne may incur as the result of any action brought against RadiumOne arising out of the acts of Publisher in breach of this Section 3.2.
   3. 3.3. JavaScript Tag.
      1. (a) License. Subject to the terms and conditions of this Agreement, RadiumOne hereby grants to Publisher a non-exclusive, non-transferable, non-sublicensable license to use the JavaScript Tag on Publisher Websites for the sole purpose of participating in the Service. 
      2. (b) Implementation. The JavaScript Tag and instructions to implement the JavaScript Tag on Publisher Websites are available here.  Publisher shall follow such instructions in implementing the JavaScript Tag, and shall implement the JavaScript Tag on all Publisher Websites.
   4. 3.4. License Restrictions. Publisher shall not use the JavaScript Tag for any other purpose other than that set forth in Section 3.3(a) above. Without limiting the foregoing, Publisher shall not: (i) use the JavaScript Tag for the purposes of developing a product that will be owned by a third party or that would compete with RadiumOne’s products or services; (ii) sublicense, rent, lend, lease, permit third party access to, or use of, the JavaScript Tag; (iii) copy, distribute, reproduce, sell, use or allow access to the JavaScript Tag, except as explicitly permitted under this Agreement; (iv) modify, adapt, translate, or prepare derivative works from the JavaScript Tag; or (v) remove, obscure, or alter RadiumOne’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the JavaScript Tag.  This is license, not a sale, so title to the JavaScript Tag shall not pass to Publisher under any circumstances.  RadiumOne does not grant to Publisher any license, express or implied, under the intellectual property of RadiumOne or its licensors except as expressly stated in this Agreement.
   5. 3.5. Sharing of Content. The Service is designed to allow users to easily share content from Publisher Websites with other parties.  As such, we do not claim any ownership rights in any content on the Publisher Websites.  By placing the JavaScript Tag on your websites, you grant us a worldwide, nonexclusive, fully-paid-up, assignable, and royalty-free right and license to distribute, perform, display, and reproduce your content solely as necessary to provide your content through the Service. 
4. 4. Ownership.  As between Publisher and RadiumOne, (i) Publisher retains all right, title and interest in and to the Publisher Website including content thereon and (ii) subject to the limited rights and licenses granted to Publisher pursuant to this Agreement, RadiumOne retains all right, title and interest in and to the Service and the JavaScript Tag.  RadiumOne shall own any data or information that we collect through our network from use of the Service, while you will own all data or information that you collect from users of your websites. 
5. 5. License. The Services and JavaScript Tag are offered to you subject to your continued compliance with the terms and conditions of this agreement.  If you place the JavaScript Tag on your websites or otherwise use the Service, you grant us a non-exclusive, fully paid-up, royalty-free, worldwide right and license to collect, use, create derivative works, and disclose user data obtained from your Publisher Websites as provided in our Privacy Policy and allow our third party partners to do the same.  You may only use our analytical tools and any data obtained from those tools (“Analytics Data”) for solely for your personal or internal business use in conjunction with the operation and analysis of your Publisher Websites.  You will not use the Service (or allow a third party to use the Service) to track or collect personally identifiable information (“PII”) of any users, nor will you associate (or allow a third party to associate) any data gathered from your websites with any PII from any source as part of your use of the Service.  You may not share, disclose, license or otherwise provide Analytics Data to any third party advertising networks without our prior written consent.  
6. 6. Proprietary Rights Notice.  The Service is owned and operated by RadiumOne.  The content, visual interfaces, content, features, information, graphics, design, compilation, computer code, software, products, and all other elements of the Service provided by RadiumOne ("RadiumOne Materials") are the valuable proprietary and intellectual property of RadiumOne or its licensors.  RadiumOne Materials are protected by applicable international, federal, and state laws, rules, and regulations relating to intellectual or proprietary property, including, but not limited to, patent, copyright, trademark and trade secret laws.  You agree not to reproduce, distribute, display, revise, create derivatives of, copy, publish, sell, license, or edit any such content, information or software without our prior written consent.  Any attempt to download, print, publish or maintain a significant portion of the content, information, or software from the Service in violation of this Agreement or any applicable license, to distribute copies of such content, information or software, or to otherwise exploit the content, information or software in violation of the intellectual property or proprietary rights of others is strictly prohibited by this Agreement. 
7. 7. Access to the Services. RadiumOne grants you permission to access and use the Service as set forth in this Agreement and consistent with the intended features of the Service, provided that: (i) you use the Service solely for your personal or internal business purposes; (ii) you do not reproduce, modify, publicly display, publicly perform, or distribute any part of the Service, including any materials obtained from or included within the Service; and (iii) you do not engage in any of the prohibited uses described below.
8. 8. Prohibited Use Of The Service.  You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party.  Without limiting the preceding sentence, you agree that you will not, do or attempt to:
   1. 8.1. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service or RadiumOne Materials or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access any of the Service other than as intended;
   2. 8.2. Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service (including without limitation RadiumOne Materials), for any purpose other than for your personal or internal business purposes, except and solely to the extent permitted by this Agreement;
   3. 8.3. Access or use the Service for any comparative or competitive research purposes;
   4. 8.4. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service or any content therein;
   5. 8.5. Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
   6. 8.6. Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
   7. 8.7. Transmit or provide any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs;
   8. 8.8. Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;
   9. 8.9. Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in your User Content;
   10. 8.10. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation (commercial or otherwise); or
   11. 8.11. Use the Service in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
9. 9. Required Disclosure.  Publisher represents and warrants that each web page on the Publisher Websites contains a link to a privacy policy that contains language that is substantially similar to the following: “We allow third-party companies to collect certain anonymous information when you visit our website. These companies may use non-personally identifiable information during your visits to this and other websites in order to provide advertisements about goods and services likely to be of greater interest to you. These companies typically use a cookie or a third party web beacon to collect this information. To learn more about this behavioral advertising practice, you can visit www.networkadvertising.org.” Publisher will indemnify, defend, and hold RadiumOne harmless from and against all damages, liabilities, costs, and expenses (including without limitation attorney fees) that RadiumOne may incur as a result of any action brought against RadiumOne arising out of the acts of Publisher in breach of this Section 9.
10. 10. Confidentiality. “Confidential Information” means any information disclosed by RadiumOne to Publisher, either directly or indirectly in writing, orally or by inspection of tangible objects which is either (i) designated or marked as “Confidential” at the time of disclosure, or (ii) disclosed under circumstances reasonably indicating that such information is confidential.  Without limiting the foregoing, the JavaScript Tag, all information relating to the JavaScript Tag, and the terms and conditions of this Agreement shall be deemed the Confidential Information of RadiumOne.  During the term of this Agreement and for three (3) years following the expiration or termination of this Agreement, (i) Publisher agrees that it shall not use any Confidential Information other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by RadiumOne, (ii) Publisher shall use the same degree of care to protect Confidential Information as it uses to protect its own most highly confidential information, but in no circumstances less than reasonable care, and (iii) Publisher shall not disclose Confidential Information to any person or entity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with it consistent with this Section 10.
11. 11. Publicity.  Either party may make appropriate and truthful reference to the other party in its company and promotional literature; provided that such party properly attributes the other party’s trademarks and complies with the other party’s guidelines.  No license is granted, express or implied, under either party’s trademarks, trade names or service marks.
12. 12. Term and Termination.
    1. 12.1. Termand Termination. This Agreement is effective from the Start Date until terminated.  Either party may terminate this Agreement at any time by providing notice to the other party.  RadiumOne may at any time disable your access to the Service (or any part thereof), discontinue the Service and any related services including support (or any part thereof), or terminate any license or permission granted to you hereunder, at any time, with or without notice.  You agree that RadiumOne shall not be liable to you or any third-party for any such termination. 
    2. 12.2. Rights and Obligations Upon Expiration or Termination.  Upon expiration or termination of this Agreement, Publisher’s right to use the JavaScript Tag and Service shall immediately terminate and Publisher shall immediately remove the JavaScript Tag from all Publisher Websites.  The following provisions shall survive any expiration or termination of this Agreement: Sections 2, 3.2, 4, 5(solely with regards to the license to RadiumOne for user data obtained from Publisher Websites, and only for so long as the JavaScript Tag remains on your website), 6, 9 (solely with regards to the indemnification obligation), 10 12.2, 14, 15, 16 and 19.
13. 13. Changes to this Agreement. RadiumOne may make changes to this Agreement from time to time. When these changes are made, RadiumOne will make a new copy of the Agreement available at http://www.po.st/pubterms.html.  Publisher understands and agrees that if Publisher uses or enjoys the benefits of the Service after the date on which the terms or conditions of the Agreement has changed, RadiumOne will treat such use or enjoyment of the benefits as acceptance of the updated Agreement.
14. 14. Representations and Warranties.
    1. 14.1. By RadiumOne.  RadiumOne represents and warrants that (a) RadiumOne is the owner of or has the necessary licenses to provide the JavaScript Tag and the Service to Publisher for the purposes of this Agreement; and (b) RadiumOne has all necessary right, power and authority to enter into this Agreement and to perform the acts required of RadiumOne hereunder.
    2. 14.2. By Publisher. Publisher represents and warrants that (a) Publisher is the owner of or is legally authorized to act on behalf of the owner of all Publisher Websites for the purposes of this Agreement; and (b) Publisher has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Publisher hereunder.
15. 15. Disclaimer of Warranties. OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 14, THE SERVICE (INCLUDING THE JAVASCRIPT TAG) IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OUT OF A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, NONINFRINGEMENT (INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS), QUALITY, PRODUCTIVENESS OR CAPACITY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.  RADIUMONE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF RADIUMONE’S BARGAIN HEREUNDER, AND THAT RADIUMONE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.
16. 16. Limitation of Liability.  IN NO EVENT WILL RADIUMONE OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICE OR ITS CONTENT, INCLUDING USER CONTENT, OR ANY OTHER LINKED WEB SITE, APPLICATION, OR OTHER SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF RADIUMONE OR ITS LICENSORS OR SUPPLIERS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL RADIUMONE OR ITS LICENSORS OR SUPPLIERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY WHICH EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDRED DOLLARS.
17. 17. Export. You may not export or re-export the Service, the JavaScript Tag, or any portion of the Service without complying with applicable export control laws and obtaining any necessary permits and licenses.  In the event you do so, you agree to comply with such laws at your own expense, and agree to indemnify and hold RadiumOne harmless for any noncompliance. 
18. 18. Government Use.  The JavaScript Tag and any software  or code provided by us are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
19. 19. Miscellaneous.  This Agreement is the entire agreement between the parties on the subject matter hereof.  No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties.  The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other.  In the event that any provision of this Agreement is held to be unenforceable, the Agreement will continue in full force and effect without such provision and will be interpreted to reflect the original intent of the parties.  This Agreement will be governed by the law of the State of California, without regard to its conflict of laws principles.  The parties consent to the personal and exclusive jurisdiction of courts located in San Francisco, California.  This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RadiumOne without restriction, including by operation of law, reorganization, reincorporation, merger, or sale of all or substantially all of the assets to which this agreement pertains.  This Agreement shall inure to the benefit of and shall be binding on each party’s permitted assignees, transferees and successors.  Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed to be a waiver of any subsequent breach of any right or as a waiver of any other right.  Except for the payment of fees hereunder, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party.