Date of Last Revision: December 3, 2018
Anchor’s products and services are provided by Anchor FM Inc. (“Anchor”, “us”, “we” or “our”). These Monetization Terms of Service (the “Agreement”) govern your access to and use of Anchor’s monetization services, including Anchor Listener Support, Anchor Sponsorships, and any other services that enable you to collect money through your usage of Anchor (collectively, the “Monetization Services”). By accessing or using the Monetization Services in any manner, you agree to abide by this Agreement and all other operating rules, policies and procedures that may be published from time to time to the Monetization Services by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. You acknowledge and agree that this Agreement is hereby incorporated by reference into our Terms of Service available at https://anchor.fm/tos (“Terms of Service”), which governs your use of any Anchor products or services.
We reserve the right, in our sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Monetization Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice through the Monetization Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Monetization Services without notice or liability. Your continued use of the Monetization Services following any changes to this Agreement constitutes acceptance of those changes, which will apply to your continued use of the Monetization Services going forward. Your use of the Monetization Services is subject to the Agreement in effect at the time of such use.
Subject to the terms and conditions of this Agreement, Anchor will provide or make available the Monetization Services on its website, mobile application and related products and services (the “Service”). In addition, Anchor will provide you with tools to help you develop, launch, operate and market your User Content (as defined in our Terms of Service) for the purposes of monetizing (whereby your User Content will become “Monetized Content”). You agree to only use the Monetization Services if you are located within the United States of America.
As a condition to using the Service and Monetization Services, you may be required to register an account with Anchor, select a password and user name and provide other information about your identity, company or investments (“Registration Data”). You agree to (a) provide accurate, current and complete Registration Data; (b) maintain the security of your password and user name; (c) maintain and promptly update the Registration Data, and any other information you provide to Anchor, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to receive all required notices electronically, including through the Services (such as by displaying links to notices generally in the Services) or to the provided e-mail address. It is your responsibility to update or change that e-mail address, as appropriate. If you become aware of any unauthorized use of your Registration Data for the Services, you agree to notify Anchor immediately. Anchor may identify you as an Anchor customer (using your name and logo) and generally describe the products or services it provides to you in its promotional materials, presentations and proposals to other current and prospective customers.
Subject to the terms and conditions of this Agreement, Anchor hereby grants to you, during the Term, a non-exclusive, non-transferable right to access and use the Monetization Services solely for the purpose of monetizing your User Content. Except for the rights expressly granted herein, Anchor reserves all right, title and interest in and to the Monetization Services other than your Monetized Content, which shall be owned by you in accordance with our Terms of Service. The foregoing license does not include any collection, aggregation, copying, duplication, scraping, display or derivative use of the Service or Monetization Services, nor any use of data mining, crawlers, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Anchor in writing. A limited exception is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service. All rights in and to the Service and Monetization Services are retained by Anchor, except for those expressly granted herein.
Except as expressly permitted hereunder, you will not authorize any third party to: (a) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any of the Monetization Services; (b) translate or create derivative works based on any of the Monetization Services; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Monetization Services available to any third party; (d) remove or obscure any proprietary notices or labels of Anchor or its suppliers on any of the Monetization Services or (e) access or use the Monetization Services (or any part thereof) to build a competitive product or service.
You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Anchor with respect to the Monetization Services. Anchor may or may not to proceed with the development of the Feedback. You hereby grant Anchor a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, display, perform, and create derivative works of the Feedback and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
You will pay to Anchor such percentage of any revenue you receive using the Service, in accordance with the applicable fees (“Fee Schedule”) generally applied to all of Anchor’s users. Variations or changes to the Fee Schedule as they pertain to your usage of the Monetization Services may be agreed upon from time to time with Anchor in writing. Anchor reserves the right to charge you a portion of any costs of any chargeback or credit card fees or mobile platform fees that Anchor incurs in connection with its management of your Monetized Content or your usage of the Monetization Services. Without limiting anything herein to the contrary, Anchor also reserves the right to change the Fee Schedule from time to time, with reasonable prior notice to you in writing. Revenue collected by from sponsors of your Monetization Content, including but not limited to Anchor (“Sponsors”) will be paid to you in accordance with the Fee Schedule relating to payments from Sponsors. Fees may be withdrawn from revenue prior to it becoming available to you. The ability to withdraw revenue may be delayed before it becomes available to you.
All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated, that may be applicable to such amounts payable, (collectively, but excluding any taxes based solely on the income of either Party (“Taxes”)). You will be solely responsible for payment of any sales, use, duty or value-added Tax due in relation to any of your transactions with Anchor and Anchor may add the amount of such Tax to any invoice to you or, if applicable, withhold such Tax from any payment to you.
If Anchor believes you are abusing the Monetization Services in any way, or are being negligent in your communication with users who pay you (“Payers”), or believes that you are being negligent with your upkeep of the Monetized Content, Anchor may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the Monetization Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the Anchor Services. Anchor reserves the right to, in its sole discretion, refund subscription fees paid by subscribers to your Monetized Content or to your account, and/or payments paid by Sponsors fo your Monetization Content, in which case you shall refund Anchor for such refund payments. To the extent that you fail to refund such payments to Anchor, you hereby agree that Anchor may offset such refund payments against subsequent payments required to be made to you by Payers through the Monetization Services.
You are solely responsible for your Monetization Content and your usage of the Monetization Services and compliance with any laws or regulations related to them, including without limitation, the following:
a) You are solely responsible for any claims or warranties you make in connection with the Monetization Services and any claims made by other users against you as they relate to the Monetization Content or your usage of the Monetization Services;
b) You are solely responsible for handling any comments or complaints related to your usage of the Monetization Services, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information to Payers so that they can submit comments or complaints;
c) You shall comply with any consumer, securities and related laws and regulations.
d) You are solely responsible for any claims arising out of your disparagement of Sponsors in your Monetization Content.
Certain Sponsors may have additional requirements or obligations for you to fulfill in connection with your creation, production or distribution of your Monetization Content, including but not limited to attribution or promotional obligations (“Sponsor Requirements”). You agree to comply with these Sponsor Requirements to the reasonable satisfaction of your Sponsors.
You are in no way precluded from monetizing your User Content in ways other than the usage of the Monetization Services. However, in certain instances, Sponsors of your show may request that they be sole sponsors of your User Content, or sole sponsors within a particular brand category of your User Content (“Exclusivity”). In such instances where you agree to monetize your User Content through these Sponsors, you will not be able to monetize your User Content, including outside of the Monetization Services, in a manner that violates the Brand Exclusivity.
If you do monetize your User Content outside of the Monetization Services, please note that you are still responsible for using Anchor’s Services in a way that complies with our standard Terms of Service,
You acknowledge and agree that Anchor is not responsible for examining or warranting the Monetized Content (each as defined below) or other third parties through the Monetization Services, and you will not attempt to hold Anchor or Anchor’ data providers liable for inaccuracies. You shall ensure that content directly associated with your usage of the Monetization Services is accurate. While Anchor has no obligation to monitor any User Content, you acknowledge and agree that Anchor may revise, modify, obfuscate or delete data or content associated with the Monetized Content to supplement, remove or correct information, in its sole discretion, as well as provide you with optional recommendations to consider when creating and operating the Monetized Content.
Anchor has a set of community guidelines that further govern the conduct of all users of the Service. You will comply with such guidelines incorporated herein by reference.
ANCHOR ALSO RESERVES THE RIGHT, AT ALL TIMES AND IN ITS SOLE DISCRETION, TO DISCLOSE ANY CONTENT, MATERIALS AND OTHER RELATED INFORMATION FOR ANY REASON, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of the Agreement; (c) to protect Anchor’ legal rights and remedies; (d) if Anchor, in its reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior.
You own the electronic data or information submitted by you in connection with accessing and using the Monetization Services, excluding (a) data and information relating to the operation and/or performance of the Monetization Services and (b) any information that another user expressly submits to Anchor in connection with such user interacting with a Anchor product or service (“Monetization Services Data”). You hereby grant to Anchor (a) a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable, right and license to copy, distribute, display and create derivative works of and use this Monetization Services data to perform Anchor’s obligations under this Agreement, (b) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sublicensable right and license to copy, distribute, display and create derivative works of and otherwise use the Monetization Services Data (i) in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes and (ii) to the extent that such data is aggregated and anonymized (i.e. no personally identifiable information including, without limitation, name, age, phone number and email address and no identification of the specific source of such data) (the “Anonymous Monetization Services Data”) for marketing and other related purposes. Note that the preceding paragraph applies to Monetization Services data, NOT to your rights in the User Content itself.
As used herein, “Confidential Information” means, any and all information, regardless of whether it is in tangible form, disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is either (a) marked as confidential or proprietary, (b) identified in writing as confidential or proprietary within thirty (30) days of disclosure, or (c) would be apparent to a reasonable person, familiar with Disclosing Party’s business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party. Information will not be deemed Confidential Information if such information: (i) was available to or in its possession prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. The Receiving Party will only use the Disclosing Party’s Confidential Information to exercise its rights or perform its obligations under this Agreement. Each Receiving Party will use reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use or reproduction of the other Party’s Confidential Information. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party only to such employees and agents of the Receiving Party as may have a need to know such information in the course of their duties, provided, that, in each case, such recipients are bound by written confidentiality obligations at least as restrictive as those set forth herein. Confidential Information of the Disclosing Party may also be disclosed by the Receiving Party if required by law or valid order of a court or other governmental authority (provided that the Receiving Party delivers reasonable notice to the Disclosing Party and uses commercially reasonable efforts to cooperate with Disclosing Party’s attempt to obtain a protective order). Upon the written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information, including all copies thereof in its possession (certifying the fact of such destruction to the Disclosing Party), with the exception that the Receiving Party (a) may retain an archival copy of the Confidential Information and (b) is not required to destroy or alter computer-based back-up files generated in the normal course of its business. Any Confidential Information contained in such archival copies or back-up files shall, however, remain subject to the confidentiality obligations of this Section 4.
You may stop using the Monetization Services at any time, in which case certain agreements in this Monetization Terms of Service may terminate or no longer apply to you. However, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, limitations of liability, fees, and refunds.
TO THE EXTENT PERMITTED BY LAW, ANCHOR IS NOT LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF THESE TERMS OR YOUR USAGE OF THE MONETIZATION SERVICES (WHETHER INCIDENTAL, CONSEQUENTIAL OR PUNITIVE). TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR ANY DAMAGES IS LIMITED TO DIRECT DAMAGES WHICH IN NOT EVENT WILL EXCEED THE MONEY RECEIVED BY YOU THROUGH THE MONETIZATION SERVICES WITHIN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM FOR DAMAGES. YOU AGREE THAT IN NO INSTANCE WILL ANCHOR BE LIABLE FOR LOSSES CAUSED BY CONTRACTUAL AGREEMENTS THAT CONFLICT WITH THESE TERMS. ANY LIMITATION OF ANCHOR’S LIABILITY WITH RESPECT TO LIABILITY ARISING FROM ANY NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT IS NOT ENFORCEABLE WITH RESPECT TO VISITORS OF THE SITE FROM NEW JERSEY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR NEGLIGENCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SUCH DISCLAIMERS, EXCLUSIONS, LIMITATIONS OR CONTRACTUAL INDEMNIFICATION PROVISIONS MAY NOT BE ENFORCEABLE ON VISITORS FROM ANY SUCH JURISDICTION.