Managed Ads Terms

We offer you to participate in and use our Managed Ad Services (as defined below), made available to you based on the following terms and conditions (the “Managed Ads Terms”) as well as the Terms of Service available under https://www.theaudiospace.com/pages/legal. “You” includes you and the entity on whose behalf you are purporting to act on the behalf of.

By accessing or using the Managed Ad Services, you are representing that you have read, understood, and agree to be bound by the Managed Ads Terms, together with any and all rules, policies and guidelines provided by Audiospace including but not limited to our Terms of Service and our Privacy Policy, and, if applicable, the EU Terms, the API Terms, and the DPA  (collectively, the “Audiospace Terms”). Under the Audiospace Terms, you can access certain managed ad services for Audiospace Users provided by us to support the distribution of Ads to your customers (collectively, the “Managed Ad Services”).

The Audiospace Terms govern your use and/or access to the Managed Ad Services made available to you by Audiospace. Certain Managed Ad Services may be provided by different affiliates of Audiospace. With regards to such Managed Ad Services, your agreement shall also constitute a binding agreement between you and the Audiospace entity. Some Managed Ad Services may require you to accept additional terms and conditions in order to use or access such Managed Ad Services. The Managed Ads Services can be mandatory in certain Audiospace Plans, meaning the Managed Ads Terms are mandatory as well.

By clicking to accept these Managed Ads Terms, registering for any of the Managed Ad Services or accessing, enabling, or utilizing any of the Managed Ad Services (including access, enablement or utilization based on a “free,” “evaluation,” or “trial” basis), you represent that you have read, understand, accept and agree to these Managed Ads Terms, and the Audiospace Terms. If you do not accept and agree with these Managed Ads Terms and the Audiospace Terms you are not authorized to use any of the Managed Ad Services. 

Audiospace reserves the right to update and change the Managed Ads Terms by posting updates and changes to the Audiospace website. You are advised to check the Audiospace website from time to time for any updates or changes that may impact you. If you do not accept such changes/amendments, you must cease using the Managed Ad Services, and/or your entire Account (including the Services, and the Audiospace Platforms) in case the Managed Ad Services are provided as a mandatory service in the Audiospace Plan selected by you.

1. Definitions

Capitalized terms used but not defined in these Managed Ads Terms will have the meaning(s) ascribed to them in the Terms of Service.

1. „Ad(s)“ means any advertisement or creative (including, AR, market research survey offers, or playable advertisement) provided, presented or delivered through the Ad Services or the Advertiser Services, including the content (e.g., text, graphics, audio and video), format, URLs, pixels, tags, logos, trademarks, brand features, and information included in such advertisement or creative.
2. “Ad Services” means the advertising networks and/or ad delivery platforms provided by Audiospace for Audiospace Users, including the applicable Service Assets made available in connection with such services.
3. “Advertised Goods“ means all services and products advertised in any Ads or on any Advertiser Properties.
4. “Advertiser Services” means the services Audiospace provides to Audiospace Users that allows Audiospace Users to order their own campaigns for advertisements within Applications, including the applicable Service Assets made available in connection with such services.
5. “Advertiser Properties“ means all Applications, content and properties to which your Ads direct or redirect any user.
6. “Ad-Quality Services“ means a service that allows you to analyze and gain insights and transparency on advertisements available on your Applications.
7. “Agency” means “you” if you are the advertising agency working on behalf of an Audiospace User.
8. “Applications” means your Audiospace Platforms (including the content contained therein), projects, media, software, or virtual-reality or augmented-reality content supported by the Offerings that you develop, own, operate or control for purposes of these Managed Ad Terms and that utilize or are delivered utilizing the Offerings.
9. “Attribution Partner“ means you and/or a third-party tracking conversions on your behalf.
10. “Audiospace Terms“ means the Managed Ads Terms, the Terms of Service and our Privacy Policy, and, if applicable, the EU Terms, the API Terms, and the DPA.
11. “CARU“ means Children’s Advertising Review Unit.
12. “COPPA” means the Children’s Online Privacy Protection Act and related regulations.
13. “Cross Promo(s)” means (Ad)promotions within an Application for one or more other Applications.
14. “Cross Promo Content” means content you supply for use in Cross Promos.
15. “Cross Promo Service” means the service provided by Audiospace that facilitates the management and delivery of Cross Promos.
16. “Deductions“ means any of the following:
1. any commissions, incentives, or fees due to, or revenue share to third parties related to the Ads; 
2. refunds to Demand Partners; 
3. payment processing, administrative surcharges, network fees and expenses, transaction or similar fees; 
4. adjustments, chargebacks and bad debt; and
5. taxes (other than taxes payable on Audiospace net income).
17. “Demand Partners“ means any third-party demand source engaged in the buying or selling of advertising.
18. “Device Identifiers” means identifiers used to identify a specific device.
19. “Documentation” means the instructions, requirements, guidelines and other documentation for the Offerings and Service Assets made available via the Dashboard, portal, online, or as otherwise communicated by Audiospace from time to time (as such instructions, requirements, guidelines, and documentation may be modified and updated from time to time), which Documentation may include integration, configuration, technical and other guidelines and requirements. Documentation may vary by platform and integration method.
20. “Indemnified Party“ means Audiospace and its affiliates and each of the foregoing’s respective officers, directors, employees, agents and contractors.
21. “Initial Period” means the period stated as the “initial period,” “initial term,” “service term” or similar designation in the Offering Identification or online sign-up flow referencing these Managed Ads Terms. For the avoidance of doubt, if an Offering Identification states that an Initial Period is “monthly,” such Initial Period shall be deemed to be one month, and if an Offering Identification states that an Initial Period is “annual,” such Initial Period shall be deemed to be twelve (12) months.
22. “Insights Data” means information and data collected or derived from your use of the Offerings that is displayed for your Applications via the Dashboard or retrieved through Services APIs in accordance with the Documentation.
23. “Losses“ means any third party claims, suits, actions or allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including reasonable attorneys’ fees and expenses) against an Indemnified Party. 
24. „Managed Ads Terms“ means the terms and conditions applicable to the usage of the Managed Ad Services. 
25. “Mediated Campaigns“ means advertising campaigns that are delivered through Third Party Ad Networks in connection with your use of the Monetization Products.
26. “Monetization Products“ means the monetization platform which is part of the Dashboard and related services which allow you to manage, serve and optimize advertisement campaigns in your Applications (including by communicating with supported Third Party Ad Networks).
27. “Monetization Service(s)” means, collectively, the Managed Ad Services, Monetization Products, and the Cross-Promo Service.
28. “NAD“ means a National Advertising Division.
29. “Net Revenue” means, in connection with the Managed Ad Services, amounts due and owing to Audiospace from Demand Partners attributable to Ads in your Applications, less any Deductions. 
30. “Net Revenue Share” means a percentage of the Net Revenue attributable to the Ads that run in your Applications each calendar month. 
31. “Network Properties” means an Application or website in which Ads may be delivered through Audiospace’s advertising network in connection with the Advertiser Services.
32. “Offering Identification” means one or more designations by Audiospace that reference the Managed Ads Terms and identify the Offerings to be provided. The Offering Identification may be 
1. provided as an order form, service confirmation, insertion order, an online sign-up, subscription, Dashboard offering, product page, or billing flow, an addendum, a statement of work, or a similar document or communication; or 
2. located in the Service SDKs.
33. “Offerings” means, collectively, the Monetization Services, Ad-Quality Platform, Programmatic Platform, and any analytics, insights and other ancillary services and features provided to you, and the Advertiser Services. 
34. “Offerwall“ means a marketplace that allows advertisers to place Ads and promote and offer rewards for engagements with End Users.
35. “Renewal Period” means the period specified as such in the Offering Identification (if any) or as extended in writing by Audiospace, or, if no such period is specified, a duration equal to that of the Initial Period.
36. “Rewarded Offers” means an Ad where an End User is rewarded with virtual currency or other in-app benefits in exchange for the End User’s engagement with an Ad in accordance with the Rewarded Inventory Policy.
37. “Sensitive Data” as used in these Managed Ads Terms means information in any of the following categories: 
1. passwords or authentication/authorization credentials of any kind; 
2. financial account information of any kind (including, credit card numbers); 
3. passport, driver's license, social security or any other government issued identification numbers;
4. health data;
5. personally identifiable information knowingly collected from children as defined by child data laws; and 
6. any information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA and special data security laws).
38. “Service APIs” means the APIs made available by Audiospace to you for use in connection with the corresponding Offerings.
39. “Service Assets” means the Documentation, the Service APIs, the Service SDKs and the Dashboard.
40. “Service SDKs” means the software development kits, libraries, source code, sample code, plug-ins and extensions made available by Audiospace to you for purposes of implementing corresponding Services in your Applications.
41. “Services Data” means any information or data that Audiospace collects or derives in connection with the Offerings or otherwise through the Services Assets or the Audiospace Platform.
42. “Third Party Ad Network(s)“ means third party advertising networks.

2. Managed Ad Services 

If you decide to make use of the Managed Ad Services in your Audiospace Plan, or if the Managed Ad Services are mandatory in your selected Audiospace Plan, the following terms and conditions apply to such use. All Managed Ad Services in your Audiospace Plan are subject to the terms and conditions stated in these Managed Ads Terms.

1. Monetization Services
1. Ad Services. You grant to Audiospace a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to: 
1. sell, have sold, fill and have filled Ads in and on your Applications for which the Ad Services are enabled; 
2. promote, market, and report such Ads to actual and prospective Demand Partners and other third parties (including, without limitation, by disclosing the names and identifiers for your Applications, such as bundle_ids or listing you on Audiospace’s published sellers.json file); and 
3. facilitate the reproduction, performance, and display of Ads in your Applications for which the Ad Services are enabled. You agree that Audiospace has sole authority to:
4. You agree that Audiospace has sole authority to: 
1. identify, select and manage relationships with Demand Partners; and 
2. determine the prices, price floors (standard and/or dynamic), or price reserves, as well as terms under which Ads are sold. You agree that the Ads are provided by third parties and Audiospace is not responsible for the Ads (including for the accuracy or legality thereof) or any associated website, application, content, information, product, or service.
2. Monetization Products.
1. License. You grant to Audiospace a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to: 
1. configure and adjust settings you implement or use through the Monetization Products dashboards for the purpose of configuring your Ads and/or mediating the Ad Services and/or Third Party Ad Networks; 
2. collect data from your use of the Monetization Products and/ Ad Services to provide analytics, reporting and data analysis, and such other uses outlined herein; and 
3. share data (to the extent authorized by you via the Monetization Products) to your third party mobile measurement partners for impression-level reporting. 
2. You agree that certain features of the Monetization Products may incorporate certain Third Party Services, and your use thereof will be subject to applicable terms for such services available at: https://www.theaudiospace.com/pages/legal (or a different URL Audiospace may provide from time to time). You further agree that you will maintain a direct contractual relationship with each Third Party Ad Network in case provided and permitted by Audiospace, and that you will be directly and primarily liable to Audiospace for your and each of your Third Party Ad Network’s compliance with all applicable laws and regulations and End Users’ rights and choices. You acknowledge that: 
1. Audiospace does not monitor security, privacy practices, and/or content delivered by Third Party Ad Networks; 
2. with respect to the Mediated Campaigns, Audiospace does or does not have a direct contractual relationship with Third Party Ad Networks in connection with your use thereof; and 
3. Audiospace does not deliver the Mediated Campaigns.
3. Accordingly, you agree that Audiospace shall have no responsibility or liability whatsoever with respect to any such Third Party Ad Networks and/or services, including but not limited to, any communications, data transfers and/or any other aspect of the Mediated Campaigns (e.g., payment for impressions served in your Applications, creative moderation, technical or security issues, etc.). Further, you agree that Audiospace shall have no liability or responsibility for 
1. obtaining any required End User consents, opt-outs or other privacy and/or choice signals (COPPA, LAT, ATT status, etc.) in connection with mediation of the Ad Services or otherwise the Third Party Ad Networks in connection with the Mediated Campaigns;
2. the accuracy of End User’s privacy and/or choice signals communicated by you through the Monetization Products to the Ad Services or any Third Party Ad Network; and/or 
3. compliance of the Mediated Campaigns and/or the Third Party Ad Networks with such privacy and/or choice signals and/or any applicable laws and regulations. Furthermore, where the Monetization Products cannot pass and/or the Ad Services or Third Party Ad Networks cannot ingest any applicable compliance signal, you acknowledge and agree that you will be solely responsible and liable for complying with such compliance signals and, where applicable, independently communicating such compliance and/or choice signals to the Ad Services or such Third Party Ad Networks in accordance with those services’ relevant documentation.
3. Monetization Reporting. Audiospace will make available revenue, request, impression, and click data for the Ad Services and/or Third Party Ad Networks that you or we have integrated on your behalf into your Applications (“Monetization Reporting”). In connection with Monetization Reporting, you grant to Audiospace a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to access, collect and use such data relating to Mediated Campaigns. In order to enable Monetization Reporting for a Third Party Ad Network managed by you, you must have a valid account with the Third Party Ad Network and provide the credentials (as an authorized user) for such account(s) to Audiospace so that Audiospace may access, collect and use data from the account. You represent and warrant that 
1. you are an authorized user of the Third Party Ad Network account, 
2. you have all necessary rights to authorize Audiospace to access and use such account to provide Monetization Reporting, and 
3. access, collection and use of the data from such account does not and will not violate any third party agreements or policies (including with Third Party Ad Networks). You may only use Monetization Reporting for your internal business purposes, including for purposes of advertising optimization, ad inventory allocation and other related purposes, in connection with your Applications supported by the Monetization Products. You acknowledge that Monetization Reporting data is provided in part by the Third Party Ad Networks and Audiospace shall not be responsible for the accuracy of the data, discrepancies in reporting, or for the performance or results of such Third Party Ad Networks.
4. Cross Promo Service. You grant to Audiospace a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to reproduce, perform and display, and facilitate the reproduction, performance and display of Cross Promos and corresponding Cross Promo Content in your Applications in accordance with the configurations and placements we have implemented for you through the Cross Promo Service. You agree to provide Audiospace with your Cross Promo Content in accordance with the Documentation. As between you and Audiospace, you own all right, title, and interest (including all intellectual property and proprietary rights) in and to your Cross Promo Content.
5. Ad-Quality Service. The Ad-Quality Service is a service that allows you to analyze and gain insights and transparency on advertisements available on your Applications. The Ad-Quality Service utilizes data from the Applications as well as third party services used or integrated by the Applications, to allow you to view and analyze this data to better monitor Ads placed on your Applications. We may provide and revoke access to the Ad-Quality Services at our own discretion.  
6. Bidding Platform. Audiospace may offer auction-based monetization management features, in order to provide optimization across Third Party Ad Suppliers and programmatic buyers. You acknowledge that Audiospace reserves the right to determine the mechanics of the auction and participation and provides no warranties with respect to the availability or operations of such platform.
7. Use of the Monetization Service.
1. You agree to display all Ads delivered to your Applications in response to requests made to the Ad Services (whether directly or through mediation). You will not attempt to circumvent any frequency caps or like limitations placed on any Ads. You will comply with the Rewarded Inventory Policy in connection with all Rewarded Offers (as defined below). 
2. You may not modify, edit, alter, obscure, or truncate the content, text, appearance or order of any Ads or Cross Promos delivered via the Monetization Services or violate the Placement Policy which can be accessed under https://www.theaudiospace.com/pages/legal.
3. You are solely responsible for accurately categorizing the content within each of your Applications and via the Dashboard, utilizing any content, age or other filtering functionality for Ads that may be made available via the Dashboard. Audiospace does not guarantee that Ad content will be accurately filtered according to your settings.
4. You may enable the Ad Services on behalf of a third-party as a mediation provider; provided you agree that you are fully responsible and liable for (i) that third-party’s compliance with the Managed Ads Terms, and (ii) all payments owed to any such third-party in connection with Ads served in its applications, in case our software, software version and your Audiospace Plan permits to do so.
5. You will not, nor will you authorize or encourage any third party to: 
1. remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any Ads; or 
2. violate the Invalid Activity Policy which can be accessed under https://www.theaudiospace.com/pages/legal.
6. You agree that if Audiospace determines that the Invalid Activity Policy has been violated, Audiospace may deduct any amounts to compensate for the violation, as determined by Audiospace in its sole discretion, from amounts otherwise payable to you, and you will reimburse Audiospace for all losses associated with any Invalid Activity Policy violations, as determined by and in Audiospace’s sole discretion, immediately upon demand by Audiospace.
7. You agree to list Audiospace and its authorized resellers (as Audiospace may communicate to you from time to time) in your published app-ads.txt file.
8. You represent and warrant that you 
1. own or have all necessary rights to your Cross Promo Content; and 
2. will obtain and comply with any and all applicable consents, authorizations and clearances from End Users collected by Third Party Ad Networks to perform any personal data processing in connection with your Mediated Campaigns.
2. Advertiser Services
1. Definition. Advertiser Services are services Audiospace provides to Audiospace Users that allows Audiospace Users to order their own campaigns for advertisements within Applications, including the applicable Service Assets made available in connection with such Services.
2. Account. You agree to provide accurate, current, and complete information in connection with registering for the Advertiser Services, your Accounts, and your use of the Dashboard or your use of any other interface related to the Advertiser Services; and to promptly update any such information to keep it accurate, current and complete at all times.
3. Campaigns; Ads.
1. You may use the Dashboard and/or, if applicable, execute an Offering Identification to specify relevant information for the services and/or campaigns you want to order (e.g., budgets, attribution window, scheduling, territories, bids prices and targeting parameters) (“Campaign Information”) and to supply necessary Ad creatives (e.g., videos, end cards, playable, or other creative assets (e.g., art, text, screenshots)). In the event you use an Attribution Partner (as defined below) for mobile advertising measurement, Audiospace will use the attribution window as provided by your Attribution Partner; provided that you agree to notify Audiospace of any changes to your attribution window prior to such change. Audiospace will use commercially reasonable efforts to comply with the Campaign Information and endeavor to deliver inventory for submitted campaign order(s), subject to inventory availability, your compliance with Documentation, and payment in full of all sums payable to Audiospace pursuant to these Managed Ads Terms. 
2. Audiospace may 
1. determine the size, placement and positioning of your Ads and the Network Properties in which your Ads are delivered; 
2. crop or resize Ads; 
3. modify Ad components (e.g., calls-to-action, end cards, text placement) in order to optimize your campaign towards your targets or otherwise to improve campaign performance; and 
4. use creative content or copy provided or made publicly available by you to create Ads on your behalf and insert such Ads into your campaigns. Audiospace may utilize APK files and any creatives made available by you directly and/or in the app store. You agree that actual budgets, scheduling, bid prices, cost-per-install or other delivery targets or performance metrics, are not guaranteed and you may be charged for inventory delivered in excess of your budgets. You acknowledge that industry, platform, or regulatory changes (including changes implemented by your Attribution Partners) may also result in Audiospace being unable to invoice you based on or otherwise comply with your previously selected Campaign Information, and you agree that in such circumstances Audiospace may, in its reasonable discretion, change its invoicing or campaign service methodology in order to continue serving your campaign. You may modify your campaign information from time to time or cancel any campaign through the Dashboard or, if applicable, contact your account manager, provided you acknowledge that it may take up to two (2) business days for any such modification or cancellation to be effective.
3. You are responsible for 
1. all Ads and other content you provide or make available in connection with the Advertiser Services, 
2. all Ad trafficking or targeting decisions made by or on your behalf, 
3. all Applications, content and properties to which your Ads direct or redirect any user ("Advertiser Properties"), 
4. all services and products advertised in any Ads or on any Advertiser Properties ("Advertised Goods"), and 
5. all campaign costs that occur beyond the promotion parameters in the applicable Documentation including but not limited to our service fee we charge for Advertiser Services. Service fees are published on our website as part of the Audiospace Plan you selected. Also they are accessible via the Dashboard.
4. Audiospace may offer promotions to you subject to any terms set out in any applicable Documentation or Offering Identification. Audiospace reserves the right to cancel, terminate, suspend, or modify the promotion or amend the rules at any time, without prior notice, and for any reason or no reason at all.
5. Use of the Advertiser Services.
1. You agree to provide accurate, current and complete versions of your Ads via the Dashboard or other mechanisms Audiospace requires.
2. Audiospace may reject or remove any Ad or suspend or terminate any of your campaigns at any time, for any reason or no reason at all. You acknowledge that Audiospace does not guarantee that impressions will be displayed on any particular Network Property or appear in any particular position or rank.
3. Certain parts of the Advertiser Services may require acceptance of third party terms to provide certain products or services to you. You are responsible for reviewing any applicable terms before participating in any part of the Advertiser Services to which such terms apply. You agree that Audiospace may accept such third-party terms and conditions on your behalf where necessary for Audiospace to perform the Advertiser Services requested by you. Links to or copies of any such terms will be provided upon request. You hereby authorize Audiospace to accept such terms on your behalf in order to carry out the Advertiser Services and agree that you will be solely responsible and liable for such additional terms. In particular, our advertising Offerings, including but not limited to the following:
1. Aura, a platform for mobile device manufacturers and carriers that promotes content and apps to users through multiple channels, which may include out-of-the-box experience, app store, dynamic preload and ongoing smart notifications. You acknowledge that due to the unique nature of Aura, certain third party detection tools may unintendedly provide false indication with regards to Aura.
2. Tapjoy ad network is an ad network placing Ads on an Offerwall ad unit inventory. “Offerwall” means a marketplace that allows Audiospace Users to place Ads and promote and offer rewards for engagements with End Users. Audiospace Users advertising in the Offerwall ad unit acknowledge that they have read and accepted the Tapjoy Data Processing Addendum available at: https://www.tapjoy.com/legal/general/data-protection-addendum/.
4. You will not and will not authorize or otherwise permit any third party to 
1. use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Network Properties or the Advertiser Services; 
2. access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any systems used for calculating conversions or any Network Properties; 
3. take any actions that interfere with, disrupt or interact in an unauthorized manner with any systems used for calculating conversions or any Network Properties; 
4. use the Advertiser Services to create any other product, service or dataset except with respect to Campaign Information; or 
5. log, capture, or otherwise create any record of any data transmitted to or from the Advertiser Services.
5. You represent and warrant 
1. that your use of the Advertiser Services and your Ads will comply with the Content Policy which can be accessed under https://www.theaudiospace.com/pages/legal; 
2. that you own or have all necessary rights to your Ads (including, as needed to grant the licenses set forth herein), the Advertiser Properties and the Advertised Goods, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of any Network Property; and 
3. the Ads, the Advertised Properties, and the Advertised Goods will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations.
6. You acknowledge and agree that Audiospace is not responsible for and you will bear the cost of inventory associated with invalid activity such as starts, views, clicks or installs not arising from human interaction, click fraud and technological issues.
7. If applicable, an Audiospace User and its Agency are each deemed jointly and severally liable for all payment liability obligations under these Managed Ads Terms or any applicable Offering Identification. If an Offering Identification includes custom material or other materials created by Audiospace or any third party for you, payment shall be non-cancellable, and you shall be liable for the entire amount owed.
8. For Ads served in certain jurisdictions which may be updated from time to time at our sole discretion, regulatory operating surcharge or fees may be charged in addition to your advertising costs, regardless of the location of your business. These new surcharges may be applied and added to your invoice.
9. In addition, you and/or third-party tracking conversions on your behalf (“Attribution Partner”) may receive Device Identifiers related to Ads served on your behalf. You represent and warrant that neither you nor any Attribution Partner will share Device Identifiers received directly or indirectly from Audiospace with third parties, and your Attribution Partner’s use of such Device Identifiers will be used solely for purposes of conversion tracking. You represent and warrant that neither you nor any Attribution Partner will: 
1. collect, retain, use, transmit, combine, merge, join, synch, combine, link, or analyze any personal information, personally identifiable information or sensitive information (as defined under applicable laws) with, or otherwise attempt to re-identify, any Device Identifiers received directly or indirectly from Audiospace; 
2. use Device Identifiers received directly or indirectly from Audiospace for any purposes other than calculating conversions and frequency capping of Ads; and 
3. use Device Identifiers and other data received pursuant to these Managed Ads Terms solely on behalf of an advertiser in connection with the Ads, and no other client of Attribution Partner.
10. You acknowledges that certain users flagged with the “Limit Ad Tracking”/“Do Not Sell” parameter (the exact name of the parameters may change depending on the specific implementation at Audiospace’s discretion) may be subject to Children’s Online Privacy Protection Act and/or state privacy law requirements and agree that you will keep such flags associated with the Device Identifiers at all times while using the Advertiser Services. Any Attribution Partner shall not be considered a third party beneficiary hereunder and you will ensure that each Attribution Partner complies with the restrictions set forth herein. Any Attribution Partner’s failure to comply with such restrictions will be deemed a breach on your part under these Managed Ads Terms. You may use Services Data directly made available to you by Audiospace on an aggregated and anonymous basis to assess the performance and effectiveness of your Audiospace advertising campaigns. You agree you will not use any Services Data for any other purpose and that this prohibition means you may not use any Services Data for retargeting, use any Services Data to build, append to or augment any user, device or other profile, sell any Services Data, combine any Services Data with any data obtained by or on behalf of another advertiser or transfer any Services Data to any ad network, ad exchange, data broker or other advertising or monetization service (including transfer of anonymous, aggregated or derived data). With respect to your use of the Advertiser Services, Services Data as used in these Managed Ads Terms shall be deemed to include data collected through pixels in your Ads, data collected from Service Assets utilized in connection with your campaigns, or any data obtained from third parties (including Attribution Partners).
6. License Grant. You grant Audiospace a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to access, use, store, distribute, reproduce, modify, transmit, perform, display and publish your Ads and other creative content or copy provided or made publicly available by you in inventory placements in Network Properties and as needed to provide the Advertiser Services.

3. General Terms

1. In order to use the Offerings, you and your users must provide registration information as requested by Audiospace, which may include the requirement to create an Account for use of the Offerings. The Account may include an administrative interface that allows for onboarding, configuration, management and monitoring of the Offering. Access to an Account is provided solely to the Account Owner.  
2. You agree that (i) you will comply with the Documentation and policies for the Offerings; and (ii) without such compliance, Audiospace may be unable to provide the Offerings to you or the Offerings may not operate correctly. Audiospace will have no liability to you if Audiospace is unable to provide the Offerings or the Offerings fail to operate correctly as a result of your failure to comply with these Managed Ads Terms.
3. You agree to update to the most recent version of the Service SDKs and/or Service APIs within ninety (90) days of the version's release date in case you are using Service SDK or Service API versions of our products.
4. Audiospace hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to: (i) access and use the Offerings and Service Assets solely as provided for in the applicable Documentation and policies and solely for your internal use in connection with your use of corresponding Offerings for corresponding Applications; and (iii) use and integrate the Service SDKs or Service APIs in your Applications solely as provided for in the applicable Documentation and policies and solely to implement the corresponding Offerings in corresponding Applications.
5. You agree that: (i) you may only use the Offerings and the Service Assets as expressly permitted in these Managed Ads Terms, including any applicable Documentation and policies; and (ii) all licenses granted to you in these Managed Ads Terms are conditioned upon your compliance with these Managed Ads Terms.
6. A current subscription to one of the Audiospace Plans or other requirements (including, for example, subscription to other Audiospace Services) may apply for access to and use of certain Offerings or Offerings features. You acknowledge that any access to and use of the Services and/or Audiospace Platforms is subject to the applicable license agreement for such additional services.
7. Audiospace reserves the right to apply or change any subscription requirements, business model, fees (including changing features, products, and Offerings from free to requiring payment), pricing, delivery methods, or other requirements associated with any of the Offerings or Service Assets or features at any time without prior notice to you.
8. You agree that you will promptly provide Audiospace with all such information, assistance, and materials as Audiospace may reasonably require for the performance of its duties under these Managed Ads Terms.
9. Subject to Audiospace’s sole discretion, the Dashboard may allow you to view reports regarding the number of impressions, clicks, eCPM (effective cost per mille) rates, estimated revenue, and other metrics Audiospace may decide to include and more. You acknowledge and agree that the Dashboard reporting is provided to you for convenience purposes only, and Audiospace is not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard. You acknowledge and agree that the manner in which the Dashboard reports are generated, including without limitation, the manner in which your share of Net Revenue (if any) is calculated and presented therein, may be modified by Audiospace at any time and without prior notice to you. 

4. Payment

1. Payments to Audiospace. You agree to pay all amounts due for Offerings as set forth in the Dashboard or our website and/or in accordance with the applicable Offering Identification. The Offerings may be invoiced by, and paid to, the applicable Audiospace entity, as determined by Audiospace from time to time. Unless otherwise specified in an Offering Identification:

1. all payments to Audiospace hereunder will be made in the account’s selected currency.
2. available payment options may vary across different Offerings and countries. If you are paying by credit card or a designated billing account, by providing credit card or billing account details, you authorize Audiospace to charge such credit card or billing account for applicable charges, including, if applicable, charges for the Initial Period and any Renewal Periods, in accordance with the Terms of Service. 
3. in case of amounts due by you to us for Advertiser Services, Audiospace will invoice you, and automatically subtract any amounts due for such Advertiser Services from the Net Revenue Share (as defined below), in accordance with the provisions of the Offering Identification, the impressions reported, and the average eCPM (effective cost per mille) reported through the Monetization Service.
4. the provisions of Section 6. Payment of Fees and Taxes of the Terms of Service apply to the payments due hereunder. 

1. Payments from Audiospace. In connection with your use of the Monetization Services, you acknowledge and agree that all Net Revenue attributable to the Ads belongs to Audiospace, except that Audiospace will pay you a percentage of the Net Revenue attributable to the Ads that run in your Applications quarterly (the “Net Revenue Share”). Certain Applications might be subject to different payment terms which will be communicated to you, based on our internal analysis and discretion.

1. Payments associated with manual invoicing will be made within sixty (60) days of the later of (i) the end of the quarter and (ii) receipt of a properly issued invoice for that quarter. You agree to provide invoices for amounts payable to you in the form and manner as requested by Audiospace. If Audiospace performs self-billing, you authorize and direct Audiospace to generate quarterly invoices on your behalf for amounts payable. Payments associated with self-billing will be made within sixty (60) days of the end of the corresponding quarter. Audiospace will make self-billing invoices available to you, and you agree that should you fail to object to an invoice within ten (10) days of the corresponding invoice date, the invoice will be deemed as having been approved by you. You are responsible for any invoice adjustments, reporting and accounting required by any tax laws applicable to you (e.g., in the case of reverse VAT charges).
2. Audiospace’s obligation to pay the Net Revenue Share to you is conditioned upon you providing Audiospace complete and accurate information relating to remittance of payment and requested tax information, and subject to adjustments for Deductions that may accrue. Audiospace reserves the right to take any Deductions based on a flat rate imposed across the Ads network or actuals. Amounts payable of less than one hundred dollars ($100 USD) may be held by Audiospace until amounts payable exceed one hundred dollars ($100 USD) or a final payment is due hereunder. If payments made to you are not received due to the failure to provide accurate information, failure to cash a check, or otherwise, Audiospace has no ongoing obligation to hold such funds for you and, after a reasonable time as determined by Audiospace in its discretion, the funds will continue to be considered property of Audiospace.
3. Net Revenue, Net Revenue Share, and payment calculations will be based on Audiospace’s measurements, which will be the system of record for calculating such sums. The Net Revenue Share percentage applicable to you may be varied from time to time in Audiospace’s discretion and are publicly available on the Audiospace website based on the Audiospace Plan and pricing page or as stated in the order form.
4. In the event of any overpayment, payments related to activities in violation of the Invalid Activity Policy which can be accessed under https://www.theaudiospace.com/pages/legal, or other payment error (as determined by Audiospace), whether as a result of inaccurate information from a third party or otherwise (e.g., due to Deductions), Audiospace may in its sole discretion: (i) deduct any overpayments, payments related to activities in violation of the Invalid Activity Policy, or amounts associated with other payment errors from future payments due to you; and/or (ii) require reimbursement in full of any such amounts, which you agree to remit to Audiospace in full within seven (7) business days of request. Audiospace reserves the right to deduct from any payments due or payable to you any amounts that you may owe Audiospace or any of its affiliates in connection with any product or Services. You agree that Audiospace may withhold payments due to you in the event that you breach these Managed Ads Terms.

5. Taxes

1. Except as otherwise expressly provided by Audiospace to the contrary, all payments from Audiospace hereunder are inclusive of taxes, and any taxes (including sales, use, goods and services (GST), value added (VAT), taxes on digital or electronic services, excise or other taxes (other than taxes based on Audiospace net income) arising from or related to your use of the Offerings or payments made to you will be your responsibility and must be remitted by you. If applicable laws require withholding of any amounts due to you, Audiospace may withhold such amounts, unless you provide an adequate certificate of exception from such withholding taxes (amounts payable to you will not be grossed up on account of withholding taxes). Audiospace may deduct any national, federal, state, local, or other taxes and assessments, including value-added taxes and amounts levied in lieu thereof based on charges set, services performed, or amounts accrued hereunder.
2. Payments to Audiospace made under these Managed Ads Terms shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges, and/or fees imposed by any governmental taxing authority except as required by law. If you are required to make any such deduction as required by applicable laws, you will pay to Audiospace such additional amounts as are necessary to ensure Audiospace’s receipt of the full amount that Audiospace would have received but for the deduction. You will be responsible for, and will promptly pay, all taxes, levies, imports, duties, charges and fees of any kind (including but not limited to sales, use and withholding taxes) associated with any of the Offerings, except for taxes based on Audiospace’s net income. You will promptly reimburse Audiospace for any such taxes or duties that Audiospace pays to taxing authorities. You will promptly produce any tax information or documentation required by Audiospace. With respect to any such taxes on payments under these Managed Ads Terms, you will indemnify and hold harmless Audiospace against any and all claims by any tax authority for any underpayment and any penalties and/or interest thereon.

6. Beta and Evaluation

1. From time to time, Audiospace may, in its sole discretion, invite you to use Beta Services. Except as expressly set forth in the Documentation for the Beta Services (a) you may access or use the Beta Services only for a period of thirty (30) days from download or receipt, (b) your use will be limited to non-commercial internal evaluation purposes with no rights to make available or distribute the Beta Services to any third party, and (c) the use will be only by you as an individual or, if you are an entity, by one employee.
2. Audiospace may suspend or terminate your use or access at any time in its sole discretion and/or begin charging for such Beta Services after a period of time as may be indicated in the Documentation or Offering Identification, or update its pricing or business model (including, when a Beta Service becomes a general availability product).
3. Notwithstanding anything contained in these Managed Ads Terms or otherwise, (i) Audiospace makes no commitments with respect to Beta Services, including any patches, updates, new releases, any commitment to continue any Beta Services or to convert any Beta Services into a product Offering; and (ii) Beta Services may contain code that is still in development, is not fully tested, and may include bugs, errors and faults that may cause total data loss or system failure.

7. Certain of your obligations in connection with the Offerings

1. You will comply with all applicable notice and consent requirements necessary to deliver the Offerings.
2. You will obtain all appropriate permissions from End Users in connection with access to and usage of End User’s device sensors (e.g., accelerometer, camera, etc.), as may be required from time to time in connection with the Offerings.
3. In the case of SDK or API Services, you are solely responsible for the development, operation and maintenance of your Applications, including properly configuring your Applications for the Offerings in accordance with the then-current Documentation, ensuring that calls or requests made to the Offerings are compatible with the then-current Services APIs and Documentation, complying with any platform or operating system technical and other requirements necessary for the Offerings, providing support to End Users of your Applications and resolving any legal claims related to your Applications.
4. You agree that you will not use the Service Assets with any software or other Materials that are subject to licenses or restrictions (e.g., certain open source software licenses) that, when combined with the Service Assets, would require Audiospace or any other party to disclose, license, distribute or otherwise make all or any part of such Service Assets available to anyone.
5. You agree that you have not and will not provide inaccurate, misleading, or false information to Audiospace. If information provided to Audiospace subsequently becomes inaccurate, misleading, or false, either through later discovery, changed circumstances, or otherwise, you will promptly notify Audiospace of such change. You agree that immediately upon demand by Audiospace you will reimburse Audiospace for all losses associated with any inaccurate, misleading, or false information you provided to Audiospace, as determined by Audiospace in its sole discretion. You further agree that in connection with the above, Audiospace will have the right to retain any funds otherwise payable to you under any Offering or other agreement between you and Audiospace to offset the foregoing losses.
6. You will not and will not authorize or otherwise permit any third party to:
   1. engage in illegal or fraudulent conduct by use of any of the Offerings or Service Assets;
   2. access or use any part of the Offerings or Service Assets for any purpose except for access or use of corresponding Offerings and Service Assets for corresponding Applications in accordance with these Managed Ads Terms;
   3. market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any part of the Offerings or Service Assets;
   4. copy, modify, duplicate, decompile, reverse engineer, disassemble or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Offerings or any of the Service Assets, except where expressly permitted under law;
   5. access all or any part of the Offerings or Service Assets in order to create or attempt to create a product or service that is a substitute or similar service to the Offerings, Service Assets, or any other Audiospace products or Services, or which otherwise competes with the Offerings, Service Assets, or any other Audiospace products or Services;
   6. use any of the Offerings or Service Assets for time sharing or service bureau purposes, or otherwise for the benefit of any third party;
   7. use any automated tool (e.g., robots, spiders, tools used to automate creation of accounts in bulk) to access or use any part of the Offerings or Service Assets;
   8. attempt to breach or circumvent or disable any technical, timing, usage or security features of Audiospace or a third party with respect to the Offerings or Service Assets;
   9. use the Offerings or Service Assets in a manner that overburdens, or that threatens their integrity, performance or availability (including the Service APIs);
   10. remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any of the Offerings or Service Assets;
   11. access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any of the Offerings, Service Assets or any of your Applications, or fail to use reasonable commercial efforts to maintain an up to date virus-scanning program;
   12. access, store, distribute, introduce, or transmit any material during the course of its use of the Offerings or Service Assets which is false, deceptive, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property;
   13. transmit or store any Sensitive Data in connection with the Offerings; (xiv) take any other actions (including, but not limited to, the use of any third party software or services) that interfere with, disrupt, burden, or interact in an unauthorized manner with any part of the Offerings or Services Assets (including any related devices, computer systems, servers or networks) or (xv) make or publish any representations or warranties on behalf of Audiospace concerning the Offerings or Service Assets without Audiospace’s prior written approval.

8. Data Usage

1. Data-specific provisions that are relevant to each Offering are set out in the Privacy Policy, and if applicable, the DPA, the EU Terms, and the API Terms.
2. Insights Data. You may use APIs that Audiospace makes available to you on its sole discretion to retrieve Insights Data solely as provided for in the Documentation. You may use Insights Data for your own business purposes, but you may not transfer Insights Data (including, anonymous, aggregated, or derived data) to any third party (including, but not limited to, any ad network, data broker, investment firm, or advertising or monetization related service) or expose Insights Data to the general public.
3. Services Data.
1. With respect to the Services Data related to your use of each Offering identified as a “controller service“ as defined under applicable privacy and data protection laws, you agree that Audiospace is a controller and owner of the Services Data for purposes of applicable law and has the right to collect, store, use, process and transfer Services Data: 
1. to provide, operate and improve the Offerings and other products and services provided by Audiospace, or develop new Offerings; 
2. for other uses set forth in the Audiospace Privacy Policy; or any subprocessor's Privacy Policy, as applicable; and 
3. as may be required by law or legal process.
2. With respect to the Services Data resulting from your use of any of the Offerings, including the Services identified as “processor services“ as defined under applicable privacy and data protection laws, you agree that Audiospace may use individual player data in accordance with applicable law, including applicable data protection law, and the Audiospace Privacy Policy, or any sub processors Privacy Policy, as applicable. From time to time, Audiospace may, notwithstanding any other provision of these Managed Ads Terms, use aggregated or de-identified End User data for research and marketing purposes (in accordance with applicable law) and the development of new or existing products, database functionality, and services. You agree that Audiospace has the right to process, in an aggregate or de-identified manner and subject to the terms of the Audiospace Privacy Policy, or any subprocessor's Privacy Policy, as applicable, information collected in your use of the Offerings, including, without limitation, data collected via the Offerings on the characteristics and activities of End Users on your Applications.
4. You represent and warrant that with respect to any data collected by Audiospace, provided by you to Audiospace, or to which you grant Audiospace access under or in connection with these Managed Ads Terms that constitutes “personal data” or “personal information” as defined under applicable privacy and data protection laws, you agree to provide sufficiently clear, meaningful and prominent notices to, make all required disclosures to, and obtain the necessary consent or permission from any individual to whom such data relates regarding the collection, disclosure, use and security of such data. In addition, you will at all times maintain, display and abide by a conspicuously placed privacy policy that makes appropriate disclosures to End Users, including disclosures that 
1. comply with all applicable privacy and data protection laws and regulations and/or any applicable requirements, terms, or guidelines required by your platform providers; 
2. explain that Services Data can be processed as contemplated by these Managed Ads Terms and as set out in the Audiospace Privacy Policy, or any subprocessor's Privacy Policy, as applicable; 
3. provide notice of your use of a tracking pixel, agent or any other visitor identification technology that collects, uses, shares and stores data about End Users of your Application, which privacy policy shall also include a link to the Audiospace Privacy Policy, or any subprocessor's Privacy Policy, as applicable; and (iv) if applicable, explains how End Users can opt out of the Offerings.
5. You agree you will notify Audiospace prior to any use of the Offerings in connection with: 
1. any Application that is directed or enticing to children under child data laws, including but not limited to COPPA, or has been determined by the Children’s Advertising Review Unit (“CARU“) as an application directed at children and if an application has been included in a National Advertising Division (“NAD”) or CARU report, and/or 
2. any children as defined under child data laws in connection with a “mixed audience” application under child data laws, including but not limited to COPPA. The foregoing notification must be made by appropriately designating such Applications and/or End Users (as applicable), including via the administration portions of the Audiospace Dashboard, Audiospace Platforms, and/or the Service Assets, and otherwise in accordance with the Documentation. You represent and warrant that, in connection with 
1. any application that is directed or enticing to children or is labeled or described as a “Kids” or “Children’s” application, or 
2. any user who represents to you, such as through an age-gating mechanism, that he or she is a child under applicable child data laws, you will not transmit to Audiospace any “personal information” as that term is defined in COPPA unless you have received COPPA-compliant verifiable parental consent for the collection of such information or Audiospace has a COPPA-compliant solution available for the use of such information, or Audiospace’s use of the information is for internal operations excepted from the COPPA consent requirement. You agree to indemnify and hold Audiospace harmless for any violation or alleged violations of child data laws with respect to
1. Applications that you do not correctly or initially did not designate as directed to or enticing children, and 
2. End Users you do not correctly or initially designate as children, all as required by this section.

9. Ownership & Promotion

1. As between you and Audiospace, you own all rights, title and interest (including all intellectual property and proprietary rights) in and to your Applications (excluding any Audiospace Platforms or Offerings, Service Assets, or derivative works of each embedded therein). As between you and Audiospace, Audiospace owns all right, title and interest (including all intellectual property and proprietary rights) in and to the Audiospace Platforms, Offerings and Service Assets, as well as all products, concepts, materials, techniques, methods and know-how used or provided by Audiospace in the provision of the Audiospace Platforms, Offerings, or Service Assets or included in or with the Audiospace Platforms, Offerings, or Service Assets. Unless otherwise provided herein, you shall not have or obtain any rights in the Audiospace Platforms, Offerings, Services Assets, or any products, concepts, materials, techniques, methods, and know-how used or provided by Audiospace in the provision of the Audiospace Services, Offerings, or Service Assets or included in or with the Audiospace Platforms, Offerings, or Service Assets without prior approval in writing from Audiospace. Audiospace may market, distribute, make derivative works from, and sell similar work to other customers without further notice to or consent from you. Nothing in these Managed Ads Terms shall restrict or prohibit Audiospace’s right to use concepts, techniques, and know-how used or developed in the course of performing the Offerings or offering Audiospace Platforms or Service Assets.
2. You grant to Audiospace a royalty-free, fully paid-up, sublicensable, nonexclusive, worldwide license to reproduce, display, distribute and otherwise use your content, logos, name, and any trade names, as well as the trademarks, service marks, logos, brand features and content from or associated with any of your Applications or your use of our Offerings in advertising, sales, marketing, promotional materials or communications related to the Offerings, Audiospace or any of its affiliates, and you agree that Audiospace may disclose generally the nature of any work being performed hereunder or under any Offering Identification (provided that such inclusion does not disclose your Confidential Information) for the purpose of advertising or publicizing the Offerings or Service Assets. You will not use Audiospace’s trade name, trademarks, logos, or Ads without Audiospace’s prior written approval. Upon request, you will provide Audiospace with at least one quote from one of your authorized representatives for use in connection with the foregoing uses.

10. Reservation of Rights

1. You agree that other than as expressly provided in these Managed Ads Terms, Audiospace grants you no right, title or interest in or to the Offerings or any of the Service Assets. Audiospace reserves the right, in its discretion, to suspend, reject or terminate your access to and use of any of the Offerings or Service Assets and to suspend, deprecate, terminate, or modify any of the Offerings or components thereof, Service Assets, or these Managed Ads Terms, all at any time, with or without notice, and with no liability to Audiospace. Audiospace will provide notice of material modifications by posting notice of the modified Managed Ads Terms to one or more websites owned or operated by Audiospace, including https://www.theaudiospace.com/pages/legal, on the Dashboard, or by other means of notifying you (including via your Primary E-Mail Address). Modifications will not apply retroactively. You agree that these Managed Ads Terms incorporate by reference the Audiospace Terms and Documentation, all of which may be modified from time to time without notice.

11. Representations and Warranties

1. You hereby represent and warrant that: 
1. you are the owner or legally authorized to act on behalf of the owner of each of your Applications; 
2. you have and will maintain all necessary rights, power, licenses and authority to perform the acts required of you and to permit Audiospace to perform its obligations, and exercise any rights or licenses you grant, under these Managed Ads Terms; 
3. each of your Applications is in compliance with these Managed Ads Terms, including, as applicable, the policies and/or Documentation, and any requirements imposed by your platform or operating system; 
4. you own or have all necessary rights to your Applications and any information, data or items you provide to Audiospace for the purposes of these Managed Ads Terms, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of Audiospace; 
5. you, your Applications, and your activities in connection with the Offerings will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations; 
6. you will provide any and all applicable notices, obtain and comply with any and all applicable consents, authorizations and clearances from End Users to allow Audiospace to collect, use, store, process and transfer Services Data as contemplated in these Managed Ads Terms; and 
7. you are not located in any country embargoed by the United States and you are not on the U.S. Treasury Department's list of Specially Designated Nationals.

12. Indemnification

1. You will indemnify, defend and hold harmless Audiospace and its affiliates and each of the foregoing’s respective officers, directors, employees, agents and contractors (each an “Indemnified Party”) on demand from and against any third party claims, suits, actions or allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: 
1. breach by you of any part of these Managed Ads Terms;
2. claims that any of your Applications or any content (e.g., Ads), information, data or items you provide to Audiospace for the purposes of these Managed Ads Terms infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy rights, rights of publicity or other rights; 
3. use by Audiospace of any content or technology that you require Audiospace to use; 
4. any negligent act or willful misconduct by your or any party acting on your behalf; 
5. violation or failure by you or your third-party business partners to comply with any laws or regulations in connection with your Applications, use of the Offerings or otherwise; 
6. any data breach or other unauthorized access to or disclosure of any Services Data you access or retrieve; and 
7. violations or alleged violations of child data laws, including but not limited to COPPA, with respect to Applications that you do not initially designate as directed or enticing to children, or with respect to Applications that are incompatible with child data laws as specified by these Managed Ads Terms.
2. You reserve the right, at your expense, to provide Audiospace with prompt written notice of your intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Indemnified Party (absent which Audiospace or the Indemnified Party, as determined by Audiospace, will control such defense at your cost), and Audiospace agrees to reasonably cooperate with your defense of such matters at your expense. You may not enter into any settlement or admit liability for which indemnity is sought unless Audiospace gives its prior written approval of the settlement or admission.

13. Disclaimers

1. TO THE FULLEST EXTENT PERMITTED BY LAW, Audiospace AND ITS AFFILIATES, EACH DISCLAIM ANY AND ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE OFFERINGS AND THE SERVICES ASSETS, INCLUDING BETA SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OFFERINGS, SERVICES ASSETS, AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE OFFERINGS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. Audiospace AND ITS AFFILIATES DO NOT MAKE, AND HAVE NOT MADE, ANY REPRESENTATION OR WARRANTIES THAT ANY PART OF THE OFFERINGS OR SERVICES ASSETS ARE ACCURATE, COMPLETE, RELIABLE OR CURRENT OR THAT THE OPERATION OF ANY PART OF THE OFFERINGS OR SERVICES ASSETS WILL PERFORM UNINTERRUPTED OR ERROR FREE OR AT ALL. Audiospace AND ITS AFFILIATES DO NOT WARRANT OR GUARANTEE THE UPTIME OF OFFERINGS OR RESULTS OF USE OF THE OFFERINGS OR SERVICES ASSETS AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), THAT Audiospace AND/OR ITS AFFILIATES WILL OPTIMIZE ANY KEY PERFORMANCE INDICATOR, OR ANY OTHER PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE OFFERINGS OR SERVICES ASSETS. FOR THE AVOIDANCE OF DOUBT, Audiospace AND ITS AFFILIATES EACH DISCLAIM ANY AND ALL LIABILITY ASSOCIATED WITH AUDIO ONE‘S OR ITS AFFILIATES’ INABILITY TO PERFORM TRANSACTIONS OR OTHERWISE PROVIDE THE OFFERINGS DURING ANY SERVER, SYSTEM, SITE, OR SERVICE OUTAGE (INCLUDING AS A RESULT OF ANY DENIAL OF SERVICE OR OTHER CYBER-ATTACK), AND YOU ACKNOWLEDGE AND AGREE THAT NO SUCH OUTAGE WILL EXCUSE OR SERVE AS A BASIS FOR REDUCTION OF ANY FEES OR PAYMENTS DUE FROM YOU TO Audiospace HEREUNDER. THE PROVISIONS OF THIS DISCLAIMER SECTION SHALL APPLY TO ANY BETA VERSIONS WHICH Audiospace AND/OR ITS AFFILIATES MAY OFFER FROM TIME TO TIME.

14. Limitation of Liability

1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Audiospace, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, THE “Audiospace PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO THESE MANAGED ADS TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, EVEN IF Audiospace HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE Audiospace PARTIES’ AGGREGATE LIABILITY IN RESPECT OF ALL LOSSES ARISING OUT OF OR RELATING TO THESE MANAGED ADS TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

15. Entire Agreement, Survival

1. These Managed Ads Terms, the Audiospace Terms, and any applicable Offering Identification set forth the entire agreement between you and Audiospace relating in any way to the Offerings and Services Assets and supersede any and all prior terms and agreements (whether written or oral) with respect to that subject matter. In the event of a conflict between these Managed Ads Terms, the Terms of Service, and any Offering Identification, the terms and conditions of the Terms of Service, and then the Managed Ads Terms will prevail unless explicitly stated otherwise in an Offering Identification. Sections 2, 3, 7, 8, 9, 10.b.2, and 12 – 20 and those that by their terms apply after these Managed Ads Terms end will survive any termination, expiration, or cancellation of these Managed Ads Terms (including your use of the Offerings and Service Assets).

Miscellaneous

1. The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” 
2. Audiospace and you are independent contractors, and neither Audiospace nor you is an agent, representative or partner of the other. 
3. You agree that any of your claims arising from or related to these Managed Ads Terms must be filed within six (6) months after the claim arose; otherwise, your claim will be permanently barred where permitted by applicable law. T
4. he waiver of any breach or default of these Managed Ads Terms by Audiospace will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of Audiospace. 
5. If any provision of these Managed Ads Terms is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect. 
6. The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation. 
7. These Managed Ads Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned or delegated by you without Audiospace’s prior written consent, and any attempt to do so in breach of the foregoing will be null and void. You agree Audiospace has the right to assign these Managed Ads Terms and delegate its obligations under these Managed Ads Terms at any time and without notice.