Terms of Service.
Welcome to Phoenix, an online marketplace to connect content makers, website publishers and advertisers. Here, at Phoenix, we respect and value your business, and have set up these terms of service (“Terms”) which are a binding agreement between yourself, Phoenix’s other users and ourselves.
Phoenix is a online Native Advertisement and recommendation system platform, and as such does not monitor, endorse or otherwise check the content, advertisements and websites used through the marketplace. However, if Phoenix becomes aware of any offensive or infringing content, it will block both the content and the infringing user. When you upload content to Phoenix, either as editorial content or advertisements, you are solely responsible for any use made by it, and you license both Phoenix and other users to use it according to these terms of service.
Payments are a material part of the service: you either pay or get paid. However, Phoenix may also charge overage fees if you use the service not in the intended manner.
Lastly, as we operate this service on a best-effort basis, and cannot ensure the stability and availability of various devices, networks and files, we shall not be liable to any damage arising from the use of the service.
We request that you read the full terms, and that you agree to them prior to entering into an agreement with Phoenix.
- Registration, Eligibility: Your use of the Phoenix platform is subject to your registration and acceptance of these terms.
- Who Can Register? Phoenix has multiple roles for each user; however, any user can take any of these roles, and Phoenix itself may take some of these roles. The roles are as follows:
Registration Process: In order to register to the services, Phoenix may perform several actions to verify your identity, including the authentication of your email account, or validation of other information. During the registration process, Phoenix requests your full name, email address, phone, and allows you to select a password; please be advised that if you wish to receive payments, then Phoenix may require additional information later.
- Website Publishers (“Publishers”): Publishers are website owners who integrate the Phoenix-Widget.
- Advertisers (“Advertisers”): Advertisers are the end-users who create advertorial content which is displayed alongside the content, and which is the basis to the monetization process.
- Authentication: Phoenix may send you a message to verify your identity or to otherwise authenticate your account. Such verification may also require additional “know-your-customer procedures if material sums are paid.
- Securing Your Account: When registering to the services, you may be required to provide Phoenix with some information, and Phoenix may request to access additional information. Due to the sensitivity of information stored on your behalf on service and the potential risk if it is exposed, you are required to use a strong password. If you don’t know how to choose a strong password, then don’t use any of the following:
A good password is something that is easy to remember but hard to guess; things like “phoenixisthebestcompanytoworkat” or “helpmeiamtrappedinatermsandconditionsfactory” are great passwords.
- your name with “123” added;
- your phone number, or any other number;
- any word which appears in the dictionary;
- anything like “password1234” or “q1w2e3r4t5y6” even if it is a mix of name and numbers.
- Don’t Share Login Details: Please do not allow others to use your account, and do create multiple accounts for multiple users. You are required to inform Phoenix, immediately, upon any case where you believe that your account was breached and in any case you are in knowledge of any unauthorized use of any Phoenix account. Such notification shall be by email to firstname.lastname@example.org.
- Verifying Domain Ownership: Phoenix may use some methods to verify the ownership of digital assets which are used, or use, the services. This includes verifying your domain ownership and/or use of trade marks. However, nothing in this agreement shall require Phoenix to take such steps. If you are a Publisher, you hereby represent and warrant that the domain and/or website are owned and operated by yourself. Phoenix does not allow third party who manage and operate monetization solutions for other publishers to use the Phoenix platform. If you are an ad-network or any monetization solution, please contact Phoenix to reach a commercial understanding prior to your use of the platform
- Eligibility: When you register, you state and warrant that you adhere to Phoenix’s eligibility terms, as stated hereunder.
- Corporation: If you are a corporation, you hereby warrant that you are a valid corporation, business, partnership, non-profit entity and/or government agency, which is solvent and may enter into these binding terms. You hereby warrant the that the first user who opened an account is the designated agent who is authorized to enter into these terms on your behalf.
- Person: If you are a real person, you hereby warrant that you are alive, well and able to enter into an agreement. You also warrant that you are over 18 years of age. If you are under 18 (or the other applicable age of consent in your country, if it is higher than 18) and over 13, you obtained your parent’s consent to these terms of service. If you’re under 13, don’t use the Phoenix service.
- No Enemy State: You do not reside in any proscribed state nor in any state that is embargoed by the United States department of commerce or any applicable law.
- Solvency: You are solvent and have not filed for bankruptcy, liquidation, debt arrangement or otherwise lost your ability into entering into agreements such as these terms.
- Previously Blocked: You were not previously blocked by Phoenix from having an account.
- Sub-Accounts: Phoenix may allow you to issue sub-accounts for users who may be provided with roles inside your organization. However, you are solely liable for any use of these sub-accounts, and you acknowledge that the use of such sub-accounts is solely at your risk.
- The Services: Phoenix provides the following services as a part of the “service” and or “services”; where these Terms refer to the term “Services” and/or “Service” they refer to the services provided under this agreement and defined in this article. It may add other services and functionality and/or modify some of the services according to future decisions. However, material changes in the service shall be posted.
- Publish Content: Subject to the other stipulations of these terms, Phoenix may allow you to publish content which shall be made available to other users, where you shall license them in accordance to Phoenix’s content policy.
- Publish Advertisements: Phoenix may allow you to publish advertisements, and to determine the payment for such advertisements.
- Search and Embed: Phoenix may allow you to search and embed content and advertisements using its services, and to embed such content and advertisements in your website, all with accordance to the licenses set herein.
- Dashboard: Phoenix may avail you to a web-based dashboard which provides you with various information, including your generated revenues (or expenses), your number of views, and additional statistical information as determined by Phoenix from time to time.
- Blocklist Dashboard: Phoenix may allow you to block specific content or advertisements from being displayed in your website, or to block specific websites from specific advertisers or creators.
- Content Flagging: Phoenix may allow you to flag your content so it would only be available for specific groups, such as children, adults, specific languages or religions, or other criteria.
- Third Party Limitations: Some content shall include third party limitations, which shall be prominently displayed alongside it. Please adhere to these third party limitations.
- API: Phoenix may provide you a full application programming interface which may provide you at least some of the functionality of the site; the access to this API may be done with you personal API key and token. Don’t let anyone use your API key. You are solely responsible for each use of your token and key, and you may whitelist your IP address so that only specific addresses be used.
- Limited License To Use Widget: Phoenix retains all applicable intellectual property rights, as well as other rights, in the service, including the embedded widget. Your use of the services does not grant you any title or right in the services which is not specified in these terms. By agreeing to these terms of service, Phoenix hereby grants you a limited, temporary, non-sublicensable, non-assignable, non-transferrable, license to use and display Phoenix’s widget. Please note that the content is licensed according to Phoenix’s content policy.
- Payment: In consideration of the services, Phoenix may either pay you (if you are a Publisher) or require payments (if you are an advertiser). Moreover, Phoenix may also charge you for additional services and overage fees, as described herein.
- Rev Share: If you are a Creator and/or Publisher, then Phoenix shall pay you with a revenue share out of its gross actual revenues generated from Advertisers in connection with your Content and/or Website. The actual revenue share and specific metrics shall be provided in the dashboard. Phoenix’s actual gross revenues shall not include any chargebacks, refunds, bad debt, commissions paid to third parties or other expenses required to pay for collecting such gross revenues. Please note that the Revenue Share may be amended from time to time.
- Payments from Advertisers: Advertisers shall be required to pay an advance payment and to have a credit with Phoenix. From such credit, Phoenix shall deduct payments for the actual views of the advertisements, all as set through the dashboard.
- Payment Terms: Phoenix shall pay Creators and/or Publishers once per month, if their balance is higher than US$100; should the balance be lower than US$ 100, then the balance shall be transferred to the next month. Advertisers shall pay in advance, as required. If your balance is less than US$100, and you closed your account, Phoenix shall exercise best efforts to send the funds to you, however, fees may incur. For the avoidance of any doubt, you shall bear any charges and/or fees needed to pay on your side for receiving the payment.
- Overage Fees: Notwithstanding the payment mentioned, Phoenix may charge you with overage fees, as it describes from time to time in its website and according to its reasonable guidelines. Overage fees are meant to be paid when the service is not used according to its intended purpose. The following list is a non-exhaustive list of reasons to charge end users with overage fees:
- advertisements which are published as content;
- Advertisements which are published as editorial content;
- Excessive API calls or other use of the services;
- Please note that the numbers displayed in the Phoenix Dashboard are approximate and subject to adjustments. Phoenix shall exercise best efforts to keep these numbers accurate, however, the payments made by or to Phoenix shall be against the actual final reporting sent to you on each billing date.
- Acceptable Use Policy: Phoenix has a strict Acceptable Use Policy, which a violation of may cause termination of your account and suspending all funds held until further investigations. The Acceptable Use Policy limits:
- the use of the services and/or API to a reasonable level, which is currently defined as 20 times the average use of other Phoenix users;
- a limit on using Phoenix with harmful content, such as content infringing on the rights of third parties or the law;
- use of the Phoenix services and/or API to compete with Phoenix;
- reselling of the Phoenix service to others; (e) use of Phoenix’s services to commit a crime;
- use of Phoenix’s services to access unauthorized material. Moreover, Phoenix specifically requests that you do not use Phoenix to process personal information or confidential information without obtaining its consent;
- generation of false clicks or traffic. Moreover, Phoenix specifically requests that you do not use Phoenix to process personal information or confidential information without obtaining its consent;
- Additional Restrictions: You shall not:
- copy, distribute or modify any part of the Phoenix service without Phoenix’s prior written authorization;
- use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (as defined below), except as expressly authorized herein;
- disrupt servers or networks connected to the Phoenix service;
- use or launch any automated system (including without limitation, «robots» and «spiders») to access the Phoenix service, save for API features which are compliant with the Acceptable Use Policy;
- circumvent, disable or otherwise interfere with security-related features of the Phoenix service or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Phoenix service;
- Content Policy: By either providing Phoenix with visual, textual, audiovisual, or other material or by using Phoenix ‘s Service to create content, You hereby accept Phoenix ‘s User Generated Content Policy as set forth. You acknowledge that any violation of the User Generated Content Policy may cause termination of Your service, removal of your content and legal action by both Phoenix and the person whose rights were infringed.
- What is “Content”? For the purpose of these Terms, the term Content shall refer to:
- images and/or text and/or videos used in submitting content through the service, as well as comments;
- images or videos retrieved from 3rd parties in such items;
- description, text and information processed through Service;
- submissions made through Service.
- Guidelines: You hereby warrant that Your Content is not offensive and does not infringe the right of any third party, including, but not only:
- Intellectual Property Infringing: Your Content does not infringe any third party copyright, design, patent, trademark, trade secrets or any other intellectual property rights.
- Pornography: Your Content does not contain any text, image or depiction including nudity, profanity, sexual activity, sexual innuendos, sexually offensive or otherwise obscene.
- Slanderous: Your Content does not slander, defame or otherwise harm the good name of others.
- Hate Speech and Racism: Your Content does not include any hate speech or racist opinions, as well as does not incite others to violent acts against persons solely based on their inclusion in a specific group.
- Scams: Your Content is not used to initiate or encourage any participation in a scam, market manipulation, pyramid scheme, religion, alcoholics anonymous meetings, cults, phishing or otherwise any use which may be used to extract goods and/or money from others, including any virtual property.
- License: You hereby warrant that you are the sole owner and proprietor of any content you distribute through the service or that you are the exclusive licensee of such content. For the service, You hereby grant Phoenix and other users license to use your Content through the service and according to its functionality. This means that each content you publish through the service (either advertisement and/or content) may be displayed by Publishers in their websites unless you specifically blacklist it. The following limitations apply to content licenses:
- the use is only meant to be made in Websites that the Publisher owns;
- the content may only be used through the video player and the service, where it may not be downloaded and reposted;
- the license granted is not sublicensable, meaning that you cannot allow others to use it (but they can view the content through the Services);
- you may not alter other users’ content;
- the license may be terminated and/or revoked at any time;
- Phoenix shall be held harmless against any claim brought for the content;
- no claim shall be brought against Phoenix or its licensors based on revocation of license;
- Warranty: You hereby warrant that you are either the sole proprietor or a designated licensee of any content you post through the service and that no other party’s rights are infringed or violated by your use of the content and the Service. You moreover warrant that no legal claim, dispute or lawsuit was filed against you or threatened against you for publishing content through the Service.
- Content Takedown Policy: Phoenix values others your rights, and therefore shall comply with all state regulations regarding 3rd party rights. Should you encounter any content which you believe to be in violation of any of your rights, good name or copyrights, Please file an infringement complaint to our content officer: email@example.com; Phoenix’s officer shall examine your complaint and shall forward it to the user who published said content for his answer, if possible. Should your complaint be false, harassing or in order to prevent legal use of service, you shall bear all liability to compensate the user which you reported as infringing and/or Phoenix. In your complaint you will be required to inform us with:
- a written statement regarding what content infringes your rights and proof that you hold those rights;
- what is the exact URL of the content and where was it used;
- notification that you believe that the use made by the content is not considered fair-use, criticism, consumer protest or any other protected speech.
- Moderation: Pursuant to any notification, and promptly thereafter, Phoenix will moderate the content and review your request; Phoenix shall notify the user who posted the content on your complaint, including your information and request his response, if possible.
- Removal or Restoration: Should the user who posted the content fail to respond within 96 hours, Phoenix shall remove the content; had he responded, Phoenix will inspect his response and had there any material questions of fact or law arise, Phoenix shall forward his personal information directly to you so you could commence litigation over your complaint.
- Harmless: You agree and warrant to hold Phoenix and its users harmless and to immediately indemnify Phoenix or its users for any claim of copyright infringement, trademark dilution or patent infringement for any use of content according to these Terms of Service.
- No Obligation To Retain: Nothing in this Content Policy shall require Phoenix to retain your content.
- Phone & Email Support: Phoenix shall also provide you support through phone and email. Such support shall be provided in Phoenix’s regular business hours. Phoenix’s support shall assist you in any service related question and shall also provide you with walkthroughs in the service. In any case of service malfunction, Phoenix’s support shall also attempt to resolve the malfunction in a timely manner. Phone support shall be provided, however, solely to specific paying users.
- Warranty: PHOENIX DOES NOT WARRANT FOR SERVICE AND SUPPLIES IT ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOUR USE OF SERVICE IS AT YOUR OWN RISK AND UNDER YOUR LIABILITY. PHOENIX MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS AND (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE AND (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
- Liability: FOR NO CASE AND FOR NO REASON SHALL PHOENIX BE HELD LIABLE FOR ANY DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PHYSICAL OR SPECIAL, TO YOU, ANY OTHER USER OR ANY 3RD PARTY DUE TO ITS MISPERFORMANCE OF DUTIES HEREIN. PHOENIX PROVIDES SERVICE ON AN AS-IS BASIS AND SHALL NOT BE HELD LIABLE, TO THE EXTENT PERMITTED BY LAW, BY ANY CASE OF MISCONDUCT, NEGLIGENCE, GROSS NEGLIGENCE, MALICE OR ANY OTHER MEAN, TO ANY DAMAGES OR LOSS OF PROPERTY, VIRTUAL PROPERTY, REPUTATION AND BUSINESS REPUTATION, USER ACCOUNT INFORMATION INCLUDING LOGIN INFORMATION, LOSS OF PROFIT, LOSS OF GOOD NAME, ALL RESULTING FROM THE USE OR INABILITY TO USE PHOENIX’S SERVICES. SOME JURISDICTIONS DO NOT ALLOW SUCH LIMITATION OF LIABILITY. IN SUCH CASE, THEN PHOENIX’S LIABILITY SHALL BE LIMITED SOLELY TO THE SUMS PAID BY YOU TO PHOENIX OR PAID BY PHOENIX TO YOU DURING THE 12 MONTHS PRIOR THE EVENT CAUSING THE DAMAGE. YOU ACKNOWLEDGE THAT THIS DISCLAIMER OF LIABILITY WAS A MATERIAL PART OF PHOENIX’S TERMS AND THAT IF PHOENIX WOULD HAVE BEEN REQUIRED TO BE LIABLE FOR SOME PART OF THE SERVICE AND/OR TO PROVIDE ANY WARRANTIES, THEN THE FEES SET FORTH IN THIS AGREEMENT WOULD HAVE BEEN MATERIALLY AND SIGNIFICANTLY HIGHER.
- Indemnification: You hereby warrant and agree to hold Phoenix harmless and to indemnify Phoenix for any damage, loss, expense, legal expense or cost incurred as a result of (i) your use of the services in direct violation of these terms, including any false representation; OR (ii) any claim, complaint or notification filed maliciously or negligently against any Phoenix or other Phoenix user where no such claim had any legal standing.
- Terminating Your Service: Phoenix shall have the right to terminate your use of the Phoenix Service or to terminate the Phoenix Service at any time and by providing you, or the entirety of users, a 7 day prior notice. Notwithstanding, Phoenix may terminate your use of the Phoenix service at any time and without prior written notice in any case where it believes that you breached these terms and such breach may cause Phoenix irreparable harm unless your account is terminated immediately. Upon termination of these terms, you shall cease all use of the Phoenix services.
- Amending these terms: Phoenix may amend these terms from time to time, provided that you shall be informed by electronic mail upon such change. Such changes shall not come into effect until at least 14 days following the amendment and shall not have any retroactive effect on your rights.
- Survival: Upon termination of these Terms of Service, the stipulations relating to limitation of user generated content, liability, warranty, indemnification, governing law and jurisdiction shall survive.
- Assignment: You may not assign any of your rights and/or obligations under these terms to any third party. Phoenix may assign its rights and obligations under these terms, by providing you with a 30 day written notification.
- Governing Law, Jurisdiction, No Class Action: The laws of the state of Israel shall govern your use of the Services and these Terms of Service. Any dispute arising between Phoenix and yourself shall solely be brought to the competent courts of the Tel-Aviv District. You hereby agree and acknowledge that you may only bring claims against Phoenix on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
For any inquiries regarding our Terms and Conditions, please feel free to email us at firstname.lastname@example.org