Thanks for using our products and services (“Services”). The Services are provided by IndiCue, Inc., (“IndiCue”), located at 1800 Wazee St. Suite 300, Denver, CO, 80202, United States.
By using our Services, you are agreeing to these terms. Please read them carefully.
Contract Terms: Continuous contract does not have a fixed contract end date. Agreement to be renewed and be in effect until one of the parties in the contract terminates it.
Product(s): All available in the IndiCue product line
Site/Channel List: Channel or Site list provided by “Partner” for approvals to be included in the IndiCue platform.
Invoicing: IndiCue to pay Partner net terms upon receipt of invoice.
Termination: Either party may terminate this IO with 5 days Cancellation notice.
Reporting: Reporting and billing based off of IndiCue numbers as the Controlling Measurement
Partner Responsibilities: Partner will provide all necessary content and Monthly Invoice for Payments.
Unit Of Measure: Content delivery/monetization guarantee or commitment by Partner
Content Use: Content partner is transferring, assigning, or sublicensing the right to use any music or other third party content IndiCue serves, in whatever material provided. Any publishing and master rights embodied within the music contained in materials provided through IndiCue’s channel(s) have been cleared by IndiCue, as the Agency, or whichever third party has created materials running through IndiCue’s platform.
General Data Protection Regulation
IndiCue requires its content providers to warrant that they process personal data lawfully, meaning with the form of consent required by law, informed by clear and accessible privacy policies and protecting the personal data at a level of security corresponding to the risk and security of the personal data. IndiCue also expects its content owners to provide their users with notice regarding their relationship with any third party advertising networks.
Additional Standard Terms and Conditions
IndiCue partnerships shall be governed by the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 set forth at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the “Terms”) as amended below. In the event of any conflict among the Terms or this contract, this contract shall control.
As used in the Terms, “Media Company” means Partner and “Agency” means IndiCue, LLC. The Terms are further modified as follows:
1. Section III(c) of the Terms does not apply. Agency is solely responsible for all payment obligations owed pursuant to the attached IO, regardless of whether Agency has received payment from any Advertiser or other parties.
2. Agency authorizes and grants to Media Company a non-exclusive license to use any materials or services provided by or through Agency pursuant to this IO. Agency represents and warrants that it has obtained all appropriate clearances for any intellectual property incorporated into the materials or services provided by or through Agency pursuant to this IO and that Media Company will not be required to make any payments to any third parties. Agency agrees to indemnify, defend and hold Media Company, its parent company, affiliates, subsidiaries, agents, representatives, associates, and the officers, directors and employees thereof, harmless from and against all third party claims, demands, losses, costs, damages, judgments, liabilities and expenses (including, without limitation, attorneys’ fees, and any demands for payments that may be due to any music publisher, musician, writer, director, actor, union, guild or other party) arising out of any breach or alleged breach of Agency’s representations and warranties made under these Terms.
3. Agency represents and warrants that:
(a) any materials or services provided by or through Agency pursuant to the IO (including, without limitation, and ads, content, or technology, whether or not provided by Agency or a Partner Advertising Client) (i) shall not infringe any intellectual property rights of any third party or other proprietary rights, (ii) shall not infringe any applicable laws, and (iii) Agency uses third party software to block malware and bad ads from appearing on Partner sites but cannot guarantee that these ads will not render on a Partner site; and
(b) Agency will promptly notify Media Company (but it any circumstance within 12 hours) if Agency believes or has reason to believe any Agency or Advertiser activities have or are disseminating any of the harmful items detailed in subsection (iii) of the preceding sentence, and will simultaneously cooperate with Media Company to gauge what impact, if any, those activities have had on any Sites.
4. Without limiting its obligations under the Terms, Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from any Losses arising in connection with Agency (or any Advertiser’s) breach of Sections 3(a) or 4(b) above.
5. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by the laws of the state of Colorado, without regard to conflict of laws principles. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity of it, this Agreement shall, at the option of either party, be settled by binding arbitration in accordance with the rules of the American Arbitration Association applying the substantive law of the state of Colorado, without regard to any conflict of laws provisions. The arbitration will be governed by the United States Arbitration Act 9 U.S.C. Sec. 1 et seq., and judgment upon the award rendered by the arbitrator may be entered by any court with jurisdiction. The arbitrator shall be empowered to award to the prevailing party all costs and expenses directly related to the arbitration, including but not limited to reasonable attorneys’ fees. The arbitration will be held in Colorado. Notwithstanding the provisions of this Section 9, either party may bring a claim for injunctive relief before a United States court sitting in the state of Colorado with jurisdiction without first submitting the claim to arbitration.