RedCircle Monetization Services Master Terms

Last Updated: May 1st, 2026

Company Information
RedCircle Technologies, Inc.
2093 Philadelphia Pike, #4216
Claymont, DE 19703
support@redcircle.com

These Monetization Services master terms and conditions (the “Monetization Services Master Terms”) govern the use of the monetization Services provided to users via Company’s owned and operated website, https://redcircle.com, and its other affiliated websites, subdomains, mobile versions, applications (including mobile applications), and online media under our operation and control (collectively, the “Platform”), including but not limited to, the acquisition of advertiser/sponsor relationships, Ad (defined herein) sourcing and placements/buys, the facilitation of Donations and/or Exclusive Content Subscriptions, and any other monetization Services that Company may provide to users via the Platform from time to time in the future (collectively, the “Monetization Services”), and will automatically become effective whenever a user (i) enrolls into a Service Plan that provides any Monetization Services, or otherwise uses any Monetization Services that may be offered to users via the Platform on a standalone basis, or (ii) directly enters into a separate agreement with Company that contemplates the use of any Monetization Services (a “Monetization Services Agreement”). Each user who enrolls in or otherwise uses any Monetization Services and whose Account is associated with the applicable Series (defined herein) for which the Series Content (defined herein) is uploaded to the Platform may hereafter be referred to as a “Monetization User.”

These Monetization Services Master Terms are subject to, and governed by, the Platform Terms of Service (including, without limitation, the section entitled “Dispute Resolution” and all associated arbitration provisions and other applicable policies contained or referenced therein), which are hereby incorporated by reference herein. Capitalized terms used in these Monetization Services Master Terms but not otherwise defined will have the respective meanings assigned to such terms in the Platform Terms of Service. Additionally, in order to enroll in or otherwise use any Monetization Services, a user must first create an account with the applicable third-party payment provider Partner specified on the Platform (e.g., Stripe) and link such user’s third-party payment provider account to such user’s Platform Account. Each user acknowledges and agrees that such third-party payment provider account will additionally be governed by the terms of service and privacy policies of such third-party payment provider Partner, and such user agrees to be bound by, and comply with, the terms and conditions thereof.

In the event of a conflict between the terms of the Platform Terms of Service, these Monetization Services Master Terms, and any applicable Monetization Services Agreement, the terms of these Monetization Services Master Terms will govern and control over the Platform Terms of Service, and the terms of the applicable Monetization Services Agreement will govern and control over these Monetization Services Master Terms, in each case solely to the extent of such conflict and solely with respect to the Monetization Services that are the subject of the conflict.

1. Advertising and Sponsorships

Definitions

“Ad(s)” means Custom Ad Campaign(s), Host-Read Ad(s), and Programmatic Ad(s).

“Custom Ad Campaign(s)” means each custom paid advertisement/sponsorship campaign for a Series involving anything other than the purchase of pre-roll, mid-roll, or post-roll advertising inventory within certain Series Content, including, without limitation, Presenting Sponsorship(s), paid social media campaigns, live event sponsorships, newsletter advertisements, Series subscription channel/fanclub advertisements, etc.

“Download” means the highest-fidelity metric between a view, impression, play, IAB Download, or other consumption metric, that indicates that an Ad or an item of Series Content was consumed by a listener / viewer.

“Excluded Ad(s)” means the categories of advertisers and sponsors whose Ads are excluded from being sold by Company into a Series, as selected by the applicable Monetization User through the Ad exclusion tools provided via the Platform.

“Host-Read Ad(s)” means each advertisement sold into pre-roll, mid-roll, or post-roll advertising inventory marked for a Series, or otherwise on a “baked-in” basis into any Series Content, for which the applicable Monetization User, or the applicable host/talent/narrator/producer of such Series, is required to read/perform and deliver such advertisement.

“IAB Download” is a custom RedCircle metric materially the same as the Internet Advertising Bureau’s Download metric, as defined by the Podcast Measurement Guidelines found at https://iabtechlab.com/standards/podcast-measurement-guidelines/.

“Net Revenue” means Net Ad Revenue, Partner Program Premium Revenue, Net Donations Revenue, and Net Subscription Revenue.

“Presenting Sponsorship(s)” means each custom sponsorship sold into a Series for which the applicable sponsor will be granted a “presented by” credit (or similar presentation credit) or a cover art (or similar) logo placement for the duration of the sponsorship campaign and/or the applicable Monetization User, or the applicable host/talent/narrator/producer of such Series, may be required to credit, reference, or otherwise mention such sponsor within certain Series Content.

“Programmatic Ad(s)” means each advertisement that is not a Custom Ad Campaign or Host-Read Ad and that is instead (i) sold into pre-roll, mid-roll, or post-roll advertising inventory marked for a Series, or otherwise on a “baked-in” basis into any Series Content, and that is produced and delivered by or on behalf of the applicable advertiser and sold directly into a Series that is specifically identified in the advertiser agreement, or (ii) sold into pre-roll, mid-roll, or post-roll advertising inventory marked for a Series, and that is produced and delivered by or on behalf of the applicable advertiser and sold: (a) on a run-of-network basis into a group of Series that are packaged together on a specified basis set forth in the advertiser agreement (e.g., genre, format, content category); or (b) on a programmatic or audience targeted basis based on certain target audience data, listening metrics, or other parameters set forth in the advertiser agreement, including, without limitation, any advertisement sold pursuant to a third-party partner program (e.g., Spotify Partner Program) or other third-party distribution API for which a Series or certain Series Content may be enrolled but which is managed through the Platform via the Monetization Services.

“Series” means one or more items of Series Content distributed under a particular name, title, or brand identifier (e.g., a podcast and/or a corresponding audiovisual “vodcast” series), or that is otherwise expressly identified and covered under an applicable Monetization Services Agreement, and all ancillary materials related thereto, including, without limitation, Series cover art, Series descriptors/show notes, and Series metadata information.

“Series Content” means, as applicable, all written, audio, visual, and/or audiovisual User Content (and segments thereof) created or produced for or in connection with a Series, including, without limitation, any audio or audiovisual “vodcast” episodes for a Series, any other audio or audiovisual clips or bonus content (and segments thereof), or BTH/b-roll footage, produced for a Series, and any applicable newsletters or social media content produced for a Series, etc.

“User-Sourced Ad(s)” means: (i) each Custom Ad Campaign (including, without limitation, each Presenting Sponsorship) or Host-Read Ad that a Monetization User independently sources and secures for a Series directly from a third-party agency, advertiser or sponsor, and which is executed pursuant to the campaign terms set forth in the agreement between such Monetization User and the applicable third-party agency, advertiser or sponsor; and (ii) any Programmatic Ads sold into a Series via a third-party marketplace, distribution platform, or sales agent (e.g., YouTube Ad Sense advertisements) that a Monetization User enrolls in, or otherwise engages, for a particular Series, but excluding any Programmatic Ads sold pursuant to a third-party partner program (e.g., Spotify Partner Program) or other third-party distribution API for which a Series or certain Series Content may be enrolled but which is managed through the Platform via the Monetization Services.

Grant of Rights

Subject to the terms hereof (as well as any applicable restrictions/limitations placed by any third-party distribution channels on third-party selling of Ads), and any applicable Monetization Services Agreement entered into by a Monetization User, each Monetization User hereby grants to Company the following rights, in any and all languages and media, throughout the world, with respect to each Series (collectively, the “Monetization Rights”), which Monetization Rights may be sublicensed to, and/or exercised in partnership with, one or more Partners (e.g., third-party service providers, sales agents, and/or distribution partners as determined by Company in its sole discretion):

the non-exclusive right to: (i) source/solicit Ad opportunities for each Series and all related Series Content and to present the Series (and related information about the Series and the applicable hosts/talent/narrators/producers thereof) to advertisers, sponsors, and agencies in connection therewith; (ii) negotiate and enter into agreements with advertisers/sponsors or agencies for the sale of Ads into a Series and any related Series Content; and (iii) execute, book, bill, and traffic all Ads sold by Company into the Series and related Series Content.

Company makes no guarantees with respect to how many Ads will be sold into a Series, the types of Ads that Company will be able to sell into a Series, or how much revenue a Monetization User will generate from the sale of Ads into any Series.

Ad Inventory Requirements

Unless an applicable Monetization Services Agreement entered into by a Monetization User provides for a specific minimum ad load structure for any Series, each Monetization User will be solely responsible for managing the available Ad inventory for each Series and for ensuring the placement/insertion of all Ad-markers into each applicable item of Series Content. Each Monetization User must upload/release new Series Content and maintain appropriate Ad-markers in each applicable item of Series Content, as may be required to ensure that all Ad campaigns that have been approved by such Monetization User and sold into a Series are able to run and air in accordance with the terms of the applicable advertiser/sponsor agreement for such Ad campaign, regardless of type, and such Monetization User will be solely responsible for any failure to do so. Company will have the right to fill unsold Ad inventory for any Series with promotional advertisements for Company, the Platform, and/or other Series enrolled in the Monetization Services.

Ad Approvals and Deliverables

Each Monetization User will have prior approval over each Custom Ad Campaign and Host-Read Ad opportunity that Company sources/solicits for the applicable Series. Such approval requests will be sent to such Monetization User via the email address (or other applicable User communication methods) associated with such Monetization User’s Account. Each Monetization User agrees that in addition to complying with these Monetization Services Master Terms in connection with each approved Ad buy, it will also comply with any specific terms and Ad campaign delivery requirements pertaining to any applicable Ad buy approved by such Monetization User and that each applicable Ad buy approved by such Monetization User and will additionally remain subject to any other applicable terms and conditions set forth in the applicable agreement entered into between Company and the applicable advertiser/sponsor or agency therefor. With respect to pricing (and corresponding revenue), this will oftentimes be based on estimated Download data available to Company at the time the applicable Ad campaign is submitted for approval, and each Monetization User acknowledges and agrees that actual pricing (and corresponding revenue) for any Ads will be based on actual Download data and performance and therefore may differ from an original estimate provided. Company may also grant category exclusivity to a particular advertiser or sponsor purchasing a Host-Read Ad, Presenting Sponsorship, Custom Ad Campaign (i.e., where a Series will not feature Ads for a competitor of such advertiser or sponsor for a certain period of time); provided, such category exclusivity terms will also be subject to the prior approval of the applicable Monetization User and will be notified to such Monetization User as part of the applicable approval request.

Each Monetization User must respond to each applicable Ad approval request within the time period specified in such Ad approval request. If no specific time period is specified, such Monetization User must respond to the applicable Ad approval request within two (2) business days. Failure for a Monetization User to timely respond to any Ad approval request will be deemed a rejection and cancellation of such applicable Ad campaign, and Company may thereafter present and sell such Ad campaign into any other Series, including, without limitation, those affiliated with another Monetization User, with no further obligation to such Monetization User.

Each Monetization User acknowledges and agrees that such Monetization User will not have prior approval over any Programmatic Ads sold into a Series, and Company will be free to source/solicit and sell/execute Programmatic Ads into any Series in its discretion; provided, that Company may not sell/execute any Programmatic Ad into a Series that constitutes an Excluded Ad for such Series. A Monetization User may update the Excluded Ads for a Series at any time through the Excluded Ad tools provided via the Platform. Any changes made to the Excluded Ads for a Series will take effect immediately; provided any Ads sold into a Series prior to any Excluded Ad changes taking effect will be honored in accordance with the previously approved terms of the applicable Ad campaign. Each Monetization User acknowledges and agrees that while Company will use commercially reasonable efforts to ensure no Excluded Ads are sold into a Series, in certain instances, an Excluded Ad may inadvertently be sold into a Series (e.g., due to a mischaracterization of the associated advertising category), and in such case, such Monetization User should notify Company at support@redcircle.com, and Company will work with such Monetization User in good faith to correct such issue on a prospective basis.

For any approved Host-Read Ads or Custom Ad Campaigns sold into a Series, the applicable Monetization User:

will be solely responsible for timely producing and delivering (or causing any applicable host/talent/narrator/producer to timely produce and deliver): (i) all Host-Read Ads; (ii) all applicable Series Content or other Series materials crediting, referencing, or otherwise mentioning the applicable sponsor; (iii) all applicable social media posts or other applicable custom campaign assets and deliverables (in each case as applicable) in compliance with the applicable terms of the agreement entered into with the applicable advertiser or sponsor therefor or the applicable terms of the Ad campaign otherwise communicated to, and approved by, such Monetization User during the Ad approval process; and (iv) all other applicable deliverables, including, without limitation, any applicable Monetization User-provided performance reporting/data and/or flighting confirmations, required pursuant to the terms of such approved Ad campaign.
agrees to follow (or to cause the appliable host/talent/narrator/producer of the applicable Series to follow) all reasonable advertising and brand policies/guidelines set by Company or the applicable advertiser or sponsor therefor that are notified to such Monetization User (notification via the Platform through such Monetization User’s Account or via the Ad approval process is sufficient), and as applicable, to ensure compliance with any required key brand statements or messaging or any specific adverting copy or technical requirements provided by Company or the advertiser or sponsor therefor. Company or the applicable advertiser/sponsor may reasonably require such Monetization User to re-edit and/or re-record or re-deliver any Host-Read Ad or other applicable Custom Ad Campaign assets and deliverables to comply with any reasonable and customary key brand statements and messaging or specific advertiser or technical copy requirements in connection with same, and each Monetization User will be solely responsible for any and all make-goods, refunds, or other accommodations to any advertisers or sponsors directly caused by such Monetization User’s failure to adhere to the foregoing obligations (or failure to cause any applicable host/talent/narrator/producer to do the same). Each Monetization User acknowledges and agrees that certain Ads may require such Monetization User (or the applicable host/talent/narrator/producer of the applicable Series) to convey a personal and truthful statement regarding the advertiser or sponsor or the use of the advertised productor service with a positive sentiment about such use (if any).
acknowledges and agrees that Company does not review, verify, endorse, or make any representations or warranties of any kind regarding the content, accuracy, safety, legality, or fitness for any purpose of any advertiser or sponsor-supplied materials, creative, copy, products, or services featured or promoted in any Ad campaign, and that Company has no obligation to investigate or confirm the accuracy of any claims made by any advertiser or sponsor in connection with any Ad campaign. As such, each Monetization User, by accepting each Ad campaign agrees to produce and deliver all applicable Ad campaign deliverables, at its sole risk with respect to the content, accuracy, and claims contained in any such advertiser or sponsor-supplied materials.

User Sourced Ad(s)

Unless otherwise prohibited or restricted pursuant to the terms of any applicable Monetization Services Agreement entered into by a Monetization User, each Monetization User will be permitted to directly source/solicit User-Sourced Ads and to negotiate and enter into agreements with advertisers/sponsors for any User-Sourced Ads sold into a Series or any related Series Content. While a Monetization User will generally be free to enter into agreements with advertisers/sponsors for User-Sourced Ads on terms of its choosing (subject to any restrictions/limitations set forth in any applicable Monetization Services Agreement entered into by such Monetization User), a Monetization User may not (i) source/solicit any new User-Sourced Ads on terms that would conflict with the terms of any approved Ad campaigns that have already been sold by Company into such Series or related Series Content pursuant to these Monetization Services Master Terms (e.g., if a Monetization User has approved a Company sold Host-Read Ad campaign that is set to run/air in all available mid-roll inventory spots for a Series during a particular month, such Monetization User cannot subsequently enter into an agreement for a User-Sourced Ad that would also run in these same mid-roll inventory spots for such Series during the same month), or (ii) grant any advertiser or sponsor purchasing a User-Sourced Ad for a Series any category exclusivity in any categories for which any Company sold Ad campaigns are actively running, without Company’s prior written consent in each instance. Each Monetization User will be solely responsible for the execution, booking, billing, and trafficking of such User-Sourced Ads via the applicable tools made available via the Platform and Company will have no responsibility or liability whatsoever with respect to the execution, booking, billing, and trafficking of such User-Sourced Ads. Each Monetization User will be entitled to one hundred percent (100%) of the revenue paid by any advertiser/sponsor for any User-Sourced Ads sold into a Series or any related Series Content and will be solely responsible for the collection of such revenue directly from the applicable advertiser or sponsor who entered into a purchase agreement therefor.

Each Monetization User will be solely responsible for timely producing and delivering (or causing any applicable host/talent/narrator/producer to timely produce and deliver) all User-Sourced Ads and all other applicable campaign assets and deliverables in compliance with the applicable terms of the agreement entered into between such Monetization User and the applicable advertiser or sponsor therefor, and Company disclaims any responsibility or liability therefor.

Each Monetization User acknowledges and agrees that Company has existing relationships with numerous advertisers and sponsors and that some of these relationships may be with advertisers or sponsors with whom such Monetization User may also want to source/solicit User-Sourced Ads for a particular Series, or with whom such Monetization User may also have an existing relationship (i.e., such advertiser or sponsor has purchased an Ad for the Series directly from such Monetization User within the last six (6) months). Nothing herein will prevent Company from sourcing/soliciting Ad opportunities for a particular Series from any advertiser or sponsor unless Ads from such advertiser or sponsor are designated as part of the Excluded Ads for such Series, or a Monetization User notifies Company within five (5) business days of the first Ad campaign opportunity sourced by Company from a particular advertiser or sponsor that such Monetization User has an existing relationship with such advertiser or sponsor (i.e., such advertiser or sponsor has purchased an Ad for the Series directly from such Monetization User within the last six (6) months from the date Company first presents an Ad campaign opportunity from such advertiser or sponsor). Absent the foregoing, any Company sourced/solicited non-Excluded Ad opportunities that a Monetization User approves with respect to a particular Series will be treated as a Company-sold Ad and not a User-Sourced Ad hereunder. Additionally, each Monetization User further acknowledges and agrees that such Monetization User will not circumvent, or attempt to circumvent, Company’s relationships with any advertiser or sponsor by (a) designating Ads from certain advertisers or sponsors as Excluded Ads after Company has presented Ad campaign opportunities from such advertisers or sponsors to such Monetization User in order to seek User-Sourced Ad opportunities from such advertiser or sponsor, (b) rejecting a Company sourced/solicited Ad opportunity and then attempting to directly source/solicit that same opportunity as a User-Sourced Ad with the applicable advertiser or sponsor therefor, or (c) seeking to enter into a relationship with a particular advertiser or sponsor for the purchase of User-Sourced Ads after Company has presented an Ad campaign opportunity from such advertiser or sponsor to such Monetization User for approval and while such Monetization User remains subject to these Monetization Services Master Terms (i.e., remains enrolled in, or is otherwise actively using, the Monetization Services). Company shall have the right to request that a Monetization User provides proof of its existing relationship with a particular advertiser or sponsor (e.g., a completed IO or copy of purchase agreement) and such Monetization User will work in good faith with Company to comply with such request.

Payment, Commissions, and Fees

Company will pay each Monetization User the shares of Net Ad Revenue set forth in the rate schedule below. Company reserves the right to update the below rate schedule with respect to any type of Ad from time to time in its sole discretion. If a Monetization User is then-currently enrolled in or otherwise actively using any Monetization Services affected by such changes, then such changes will be notified to such Monetization User via the email address associated with such Monetization User’s Account and will apply prospectively with respect to all applicable Ads approved by such Monetization User following such notification date. Otherwise, any such changes will take effect from and after the date they are posted within these Monetization Services Master Terms on the Platform and will automatically apply to any new user who enrolls in or otherwise uses any Monetization Services from and after the date the applicable rate schedule changes go into effect.

Host-Read Ads, Presenting Sponsorships, and Custom Ad Campaigns: 70%
Programmatic Ads: 50%

“Net Ad Revenue” means all gross revenue actually received and retained by Company from the sale of Ads into a Series or any related Series Content less (i) actual, verifiable sales commissions charged by any applicable third-party sales agent/distribution partner/advertising agency, and (ii) any applicable makegoods or refunds.

Unless an alternative revenue structure is expressly set forth in the Ad campaign terms presented to, and approved by, a Monetization User (e.g., a flat fee payable in connection with a Custom Ad Campaign), all Net Ad Revenue (and each Monetization User’s applicable share thereof) will be calculated based on the number of Downloads generated by the applicable Series Content of such Monetization User in which an Ad runs/airs, as measured by Company based on data received from the Platform through its own data collection practices, data received from the applicable third-party distribution platforms/channels through which a Series is distributed, data received from any applicable third-party measurement vendors utilized in the applicable Ad campaign, or reporting data provided by Monetization User, in that priority order. Where a particular Ad is not sold on a Download basis (e.g., a cost-per-acquisition Ad campaign), Company will allocate a pro-rata portion of the revenue generated from such Ad campaign to each applicable Series on a pro-rata basis based on the number of Downloads generated by the applicable Series Content of such Series in which such Ad runs/airs against the applicable Series Content of all Series in which such Ad runs/airs, or an alternative pro-rated calculation method that Company reasonably determines in its sole discretion.

Each Monetization User’s Account dashboard will provide such Monetization User with various performance data and analytics for each Series as well as Net Ad Revenue earned for each Series and the calculations of such Monetization User’s share thereof.

Net Ad Revenue share payments for all Ads other than Programmatic Ads will be paid on a monthly basis, within thirty (30) days following the end of the applicable month in which the corresponding Net Ad Revenue was actually received by Company.

Net Ad Revenue share payments for Programmatic Ads will be paid on a monthly basis, within ninety (90) days following the applicable month in which such Programmatic Ads ran/aired within an applicable item of Series Content.

Notwithstanding any contrary provision of these Monetization Master Services Terms, each Monetization User expressly acknowledges and agrees that Company operates on a sequential liability basis with all advertisers and sponsors with whom it enters into any agreements for the purchase of Ads, and as such, Company will only be liable for Net Ad Revenue share payments due to such Monetization User with respect to any Ads sold into a Series or any related Series Content if the payments due pursuant to the applicable agreement entered into between Company and the applicable advertiser or sponsor that has purchased such Ads have been paid and fully cleared to Company. Company will use good faith efforts to timely collect all applicable advertiser or sponsor payments due in connection with Ads sold into a Series or any related Series Content; provided, Company will have no liability to a Monetization User for any failure to collect on such payments and no obligation to remit any uncollected share of such payments to such Monetization User; and provided further, Company will have sole discretion over the decision to write-off or otherwise treat any uncollected revenues as cancelled debt. In connection with the foregoing, if Company makes Programmatic Ad Net Ad Revenue share payments to a Monetization User, but subsequently fails to actually collect the revenue associated with such Programmatic Ads within one hundred eighty (180) days from the applicable month in which the applicable Programmatic Ad ran/aired, Company will be entitled to offset the amount of such uncollected Programmatic Ad Net Ad Revenue share payments against any other Net Revenue share payments otherwise due to a Monetization User in future months; provided, Company will again make such clawed-back Programmatic Ad Net Ad Revenue share payments in accordance with this paragraph if/when the corresponding Programmatic Ad revenue is actually collected by Company.

In the event any advertiser or sponsor (or applicable third party acting on behalf of any advertiser or sponsor) inadvertently pays a Monetization User (i) all or any portion of Company’s share of Net Ad Revenue pertaining to any applicable approved Ad campaign that ran/aired in a Series belonging to such Monetization User, or (ii) any Net Ad Revenue pertaining to an Ad campaign that ran/aired in a Series belonging to another Monetization User, it will promptly notify Company thereof via payments@getredcircle.com, and remit the amounts of such improperly received Net Ad Revenue within thirty (30) days of its receipt thereof. If a Monetization User fails to remit such improperly received and notified amounts back to Company, or if Company otherwise discovers that a Monetization User improperly received certain Net Ad Revenue and such Monetization User fails to remit these amounts back to Company within thirty (30) days of Company’s written request therefor, in addition to any other rights and remedies available to Company pursuant to these Monetization Services Master Terms or under Applicable Law, Company will be entitled to setoff the amount of such improperly received Net Ad Revenue share payments against any other Net Revenue share payments otherwise due to a Monetization User in future months.

In addition to Net Ad Revenue, Company will also pay each Monetization User a 50% share of any applicable third-party platform-based premium subscriber revenue (e.g., Spotify Partner Program premium subscriber revenue) actually received and retained by Company pursuant to a third-party partner program (e.g., Spotify Partner Program) or other third-party distribution API for which a Series or certain Series Content may be enrolled but which is managed through the Platform via the Monetization Services (“Partner Program Premium Revenue”). Company reserves the right to update such Partner Program Premium Revenue share split from time to time in its sole discretion. Any such changes will take effect from and after the date they are posted within these Monetization Services Master Terms on the Platform and will automatically apply to any new user who enrolls in or continues to remain enrolled a third-party parter program or other third-party distribution API managed through the Platform via the Monetization Services and through which Parter Program Premium Revenue is generated from and after the date the applicable rate schedule changes go into effect.

Partner Program Premium Revenue share payments will be paid on a monthly basis, within ninety (90) days following the applicable month in which the revenue was earned on an applicable item of Series Content.

Fraudulent Traffic

Each Monetization User represents, warrants, and covenants to Company that all Downloads, Monetization User-generated performance reporting/data and/or flighting confirmations, and/or any other applicable performance or consumption data pertaining to a Series and any Series Content are and will be true, accurate, current, and complete and have not been inflated or otherwise manipulated through the use of any form of paid performance metric enhancement services/tools, bot farms, artificial spam, fraudulent or falsified inputs, or similar means (collectively, “Invalid Data”). If Company discovers that a Monetization User has engaged in any such activities in breach of its representations, warranties, and covenants hereunder, in addition to any other rights and remedies available to Company pursuant to these Monetization Services Master Terms or under Applicable Law, Company may, in its sole discretion, immediately terminate such Monetization User’s Account (or such Monetization User’s enrollment in or use of the Monetization Services), and Company will have no further obligation whatsoever to make any further Net Ad Revenue share payments to such Monetization User whatsoever, whether such Net Ad Revenue is attributable to the Invalid Data or otherwise.

If Company elects, in its sole discretion, to allow a Monetization User to continue its enrollment in or use of the Monetization Services following a breach of its representations, warranties, and covenants hereunder, or if Company otherwise determines in its sole discretion that certain Invalid Data discovered with respect to a Series or any Series Content was caused for reasons that are not the fault of a Monetization User, then to the extent any Net Ad Revenue share payments associated with such Invalid Data have been paid to such Monetization User, Company will have the right to request a refund of such Net Ad Revenue share payments from such Monetization User (in which case such Monetization User will remit such amounts back to Company within thirty [30] days of its written request therefor) or setoff such Net Ad Revenue share payments against any future Net Revenue share payments otherwise payable to such Monetization User until those amounts have been fully recouped by Company.

Refunds and Makegoods

Each Monetization User is solely responsible for ensuring that it performs all Ad campaigns and delivers all Ad campaign deliverables in a timely manner and in compliance with the applicable terms of the Ad campaign as notified to such Monetization User during the Ad approval process therefor. Each Monetization User further acknowledges and agrees that it is solely responsible for promptly addressing and rectifying any comments or complaints received from any advertiser or sponsor with respect to an approved Ad campaign for such advertiser or sponsor. All applicable communications between a Monetization User and an advertiser or sponsor pertaining to any comments or complaints about an approved Ad campaign, and any applicable responses thereto, will be handled/facilitated between such parties by Company.

Where an advertiser or sponsor makes this request to Company directly following a purchased Ad campaign that either did not run/air as a result of a Monetization User’s failure to comply with its obligations with respect to such Ad campaign, did not meet any applicable Download or other performance thresholds required in connection with such Ad campaign, or for which a Monetization User otherwise failed to comply with the terms of such Ad campaign (including, without limitation, delivering poor quality Ad recordings, failing to deliver an Ad containing required statements about the applicable product/service being advertised, etc.), Company will first work in good faith to facilitate a resolution between such advertiser or sponsor and such Monetization User; provided, where the parties fail to agree on an alternative resolution within a reasonable period of time, Company may, in its sole discretion, offer to issue a makegood to such advertiser or sponsor, or to issue a refund to such advertiser or sponsor for all or any portion of the amounts paid by such advertiser or sponsor in connection with such Ad campaign. Where a makegood is offered and accepted, Company will notify such Monetization User, and such Monetization User agrees to comply with such makegood request in good faith. Where a refund is offer and accepted, Company will have the right to refund the applicable Net Ad Revenue share payments already made to such Monetization User that are attributable to a refunded Ad campaign (and in such case such Monetization User will, on Company’s request, remit such amounts back to Company within thirty [30] days of its written request therefor). Company will also have the right to setoff the amount of any applicable Net Ad Revenue share payments already made to such Monetization User that are attributable to a refunded Ad campaign in lieu of requesting a remittance of such amounts (or to setoff any such amounts where a makegood or refund request is refused) against any future Net Revenue share payments otherwise payable to such Monetization User until those amounts have been recouped by Company.

Non-Payment

There may be circumstances wherein Company is unable to make payments to you in connection with the Monetization Services, including, but not limited to, circumstances where technical limitations hinder the ability to transfer payment, bank account information has been changed, a Monetization User’s Account has been suspended or terminated, or there are minimum withdrawal amount requirements not presently met. Each Monetization User agrees that, in such circumstances, it will hold Company harmless for the non-payment and will assist in remedying the situation to the extent that such Monetization User’s assistance is needed to help facilitate the payment. Company will use commercially reasonable efforts to try and remedy the situation as promptly as practicable following receipt of notice of any such withdrawal issue from a Monetization User.

Additionally, Company or an advertiser or sponsor may elect to cancel/terminate an approved Ad campaign as a result of such Monetization User’s failure to timely deliver all applicable Ad campaign deliverables in accordance with the terms/requirements for such applicable Ad campaign, or fails to timely revise/correct any delivered but rejected Ad campaign deliverables based on feedback from the applicable advertiser or sponsor. In such case, Company will be under no obligation to make payment to such Monetization User of any Net Ad Revenue share associated with such cancelled/terminated Ad campaign.

Ad Campaign Changes/Cancellations; Termination of Monetization Services

Once a particular Ad campaign has been approved by a Monetization User, such Monetization User will only have the right to cancel such Ad campaign during the cancellation period stated in the applicable Ad approval request. If no cancellation period is stated, then such cancellation period will automatically expire on the date that is thirty (30) days prior to the date the applicable Ad campaign is scheduled to initially run/air. If the initial run/air date is less than thirty (30) days from the date such Ad campaign has been approved, then such Ad campaign will not be cancellable once approved.

For convenience, an Ad campaign can be cancelled by company within 2 business days from when it was sent provided that that the campaign has not yet started to generate Ad impressions.

Notwithstanding the foregoing, each Monetization User acknowledges and agrees that the agreements entered into between Company and a particular advertiser or sponsor may provide such advertiser or sponsor with certain rights to cancel a particular Ad campaign, or to modify certain aspects of a particular Ad campaign, even once approved by such Monetization User. In the case of a cancellation, Company will notify the applicable Monetization User thereof, and once cancelled, the Monetization User will have no further obligation to perform such Ad campaign. In the case of a material modification, Company will notify the applicable Monetization User thereof, and such change will be subject to such Monetization User’s mutual approval; provided, such approval must be given within two (2) business days, it being agreed that a failure to affirmatively reject such proposed change within such time period will be deemed an approval.

Subject to the terms of any applicable Monetization Services Agreement entered into by a Monetization User, each Monetization User may terminate its enrollment in or use of the Monetization User Services at any time by notifying Company’s support team via the support form located at https://support.redcircle.com/, or via email at support@redcircle.com (such notice, a “Monetization Termination Notice”). Notwithstanding the delivery of a Monetization Termination Notice, each Monetization User acknowledges and agrees that it will remain obligated to fulfill all approved Ad campaigns that were sold into a Series prior to the date such Monetization Termination Notice is delivered to Company that (i) are non-cancellable as of such date, or (ii) that such Monetization User fails to subsequently cancel via its Account prior to the expiration of the applicable cancellation period. In connection with the foregoing, each Monetization User will remain enrolled in such Monetization Services, and will be obligated to continue delivering all applicable Series Content and other Ad campaign deliverables with respect to any remaining and non-cancelled Ad campaigns sold into a Series prior to the date such Monetization Termination Notice is delivered to Company, and the effective date of termination of such Monetization Services will be the date upon which all such approved and non-cancelled Ad campaign deliverables have been completed. Notwithstanding the foregoing, upon request, Company’s support team agrees to work with each applicable Monetization User to cancel/terminate any Ad campaigns that are scheduled to continue for a period of more than ninety (90) days following the date the applicable Monetization Termination Notice is delivered to Company. Each Monetization User agrees to honor all Ads published within Series Content released prior to the effective date of termination for a period of no less than ninety (90) days following the effective date of termination.

2. Donations from Listeners

A Monetization User, through the tools available via its Account, may elect to turn on a Donations feature that will enable other users to make Donations to one or more Series associated with such Monetization User’s Account. Each Monetization User acknowledges and agrees that all Donations made are voluntary and that no user who makes a Donation will have any obligation to make additional Donations in the future. In connection with the foregoing, any user to elects to make monthly recurring Donations may change the amount of such monthly recurring Donations at any time, or may cancel such recurring Donations at any time, and such changes or cancellations will take effect immediately. Additionally, if a Monetization User’s Account is suspended or terminated for any reason, Company reserves the right to turn-off the Donations feature with respect to any or all of the Series associated with such Monetization User’s Account and to discontinue all further Donations and related payments, which will also take effect immediately upon Company’s election to do so.

If Company receives a request from a user to refund the amount of a Donation paid by such user, Company may, in its sole discretion, honor such refund request. In such case, Company will be under no obligation to distribute the amount of such refunded Donation (to the extent not yet paid to the applicable Monetization User who originally received such refunded Donation), and Company will also be entitled to offset the amount of such refunded Donation (if already paid to the applicable Monetization User who originally received such refunded Donation) against any other Net Revenue share payments otherwise due to such Monetization User in future months.

Company will pay each Monetization User the following share of Net Donations Revenue: 95.5%.

“Net Donations Revenue” means all gross revenue actually received and retained by Company from Donations made in connection with a Series associated with a Monetization User’s Account less (i) Company’s actual, verifiable expenses incurred in connection with the facilitation of such Donations, including, without limitation, any applicable credit card fees or mobile platform processing fees (including, without limitation, Stripe or other applicable payment process fees), and (ii) any applicable refunds.

Company reserves the right to change such Net Donations Revenue share at any time to time in its sole discretion. Any such changes will take effect from and after the date they are posted within these Monetization Services Master Terms on the Platform and will automatically apply to any user who has elected to turn on the Donations feature for any Series from and after the date the applicable rate changes go into effect.

3. Exclusive Content Subscriptions

A Monetization User, through the tools available via its Account, may elect to make an entire Series, or select Series Content or other User Content related to a Series, subject to an Exclusive Content Subscription. A Series made subject to an Exclusive Content Subscription will enable a Monetization User to make such Series, or select Series Content or other User Content related to a Series, exclusively available via such Exclusive Content Subscription, or available on an Ad-free or early access or windowed release basis via such Exclusive Content Subscription, as selected by a Monetization User via such Monetization User’s Account. To the extent a Monetization User describes, markets or promotes such Exclusive Content Subscription as containing specific Series Content or other types of User Content, such Monetization User acknowledges and agrees that it will include such Series Content or other types of User Content as part of the Exclusive Content Subscription. A Monetization User will otherwise be free to select the types of User Content to include as part of an Exclusive Content Subscription in its sole discretion; provided, each Monetization User represents, warrants, and covenants that it has all rights in and to all User Content that it includes as part of an Exclusive Content Subscription, including the right to place such User Content behind an exclusive subscription paywall.

A Monetization User will have sole discretion over the subscription fee that it charges other users who subscribe to such Exclusive Content Subscription. Such subscription fee may be changed by a Monetization User at any time through the applicable Monetization User’s Account and will become effective immediately and will apply to each subscriber beginning with the next scheduled Exclusive Content Subscription fee payment date for such subscriber following such change.

Each Monetization User acknowledges and agrees that each subscriber may cancel its subscription at any time, and any such cancellation will take effect immediately and apply beginning with the next scheduled Exclusive Content Subscription fee payment date. Additionally, if a Monetization User’s Account is suspended or terminated for any reason, Company reserves the right to turn-off the Exclusive Content Subscription feature with respect to any or all of the Series associated with such Monetization User’s Account and to discontinue all further Exclusive Content Subscription subscriptions and related payments, which will also take effect immediately upon Company’s election to do so.

If Company receives a request from a user to refund the amount of an Exclusive Content Subscription payment made by such user, Company may, in its sole discretion, honor such refund request. In such case, Company will be under no obligation to distribute the amount of such refunded Exclusive Content Subscription payment (to the extent not yet paid to the applicable Monetization User who originally received such refunded Exclusive Content Subscription payment), and Company will also be entitled to offset the amount of such refunded Exclusive Content Subscription payment (if already paid to the applicable Monetization User who originally received such refunded Exclusive Content Subscription payment) against any other Net Revenue share payments otherwise due to such Monetization User in future months.

Company will pay each Monetization User the following share of Net Subscriptions Revenue: 88%.

“Net Subscription Revenue” means all gross revenue actually received and retained by Company from Exclusive Content Subscription payments made by other users in connection with a Series associated with a Monetization User’s Account less (i) Company’s actual, verifiable expenses incurred in connection with the facilitation/sale of such Exclusive Content Subscriptions, including, without limitation, any applicable credit card fees or mobile platform processing fees (including, without limitation, Stripe or other applicable payment process fees), and (ii) any applicable refunds.

Company reserves the right to change such Net Subscription Revenue share at any time to time in its sole discretion. Any such changes will take effect from and after the date they are posted within these Monetization Services Master Terms on the Platform and will automatically apply to any user who has an active Exclusive Content Subscription associated with such Monetization User’s Account from and after the date the applicable rate changes go into effect.

4. Representations and Warranties

Company represents, warrants, and covenants to each Monetization User that: (i) it has the power and authority to enter into these Monetization Services Master Terms, and solely as applicable, any Monetization Services Agreement entered into by Company with such Monetization User, and to perform its obligations, and grant all rights granted to such Monetization User, hereunder/thereunder; and (ii) it will comply with all Applicable Law in the performance of its obligations hereunder/thereunder.

Each Monetization User represents, warrants and covenants to Company that: (i) it has the power and authority to enter into these Monetization Services Master Terms, and solely as applicable, any Monetization Services Agreement entered into by such Monetization User, and to perform its obligations, and grant all rights granted to Company, hereunder/thereunder; (ii) it will comply with all Applicable Law in the performance of its obligations hereunder/thereunder, including, without limitation, Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255; (iii) it will perform its obligations, and deliver all Ad deliverables in a timely, professional, and workmanlike manner, consistent with the highest technical and commercial standards for first-class productions within the digital entertainment industry; (iv) each Series and all related Series Content, and the results and proceeds of each Monetization User’s services and obligations hereunder/thereunder (including, without limitation, all Ad campaign deliverables and any other applicable User Content uploaded through the Platform in connection with any Monetization Services) are and will be wholly original with such Monetization User (or fully and properly licensed from all applicable third parties to the extent not wholly original with such Monetization User), and Company’s use of the foregoing in accordance with the terms hereof/thereof will not infringe or otherwise violate the copyrights, trademarks, or other intellectual property rights of any third-party, and to the best of such Monetization User’s knowledge (following reasonable due diligence) do not and will not defame or infringe or violate the rights of privacy, publicity, or any other rights of any third-party; (v) such Monetization User owns, controls and is authorized to grant, and the consent of no other person or entity is required to grant, the rights granted by such Monetization User to Company pursuant to these Monetization Services Master Terms, and solely as applicable, any Monetization Services Agreement entered by such Monetization User, including, without limitation the Ad sales rights and the rights in and to the Series and related Series Content, and the exercise of such rights are and will be and remain free and clear of any liens, charges, encumbrances, restrictions, conditions, or other third-party claim or interest; (vi) such Monetization User owns, has or will secure and maintain, the legal and valid (and exclusive, where applicable) right to use, all copyright, Trademark, and other intellectual property rights necessary to grant all licenses and other rights granted to Company hereunder/thereunder and otherwise to perform and fulfill such Monetization User’s obligations hereunder/thereunder; and (vii) such Monetization User is not aware of any pending, threatened, or reasonably likely litigation or similar legal activity related to the subject matter hereof or which might impinge Company’s ability to perform its duties under these Monetization Services Master Terms, and solely as applicable, any Monetization Services Agreement entered into by such Monetization User, or otherwise impact or reflect negatively upon Company, whether financially, reputationally, practically, or otherwise.

5. Confidentiality

“Confidential Information” means any non-public, proprietary information of Company or a Monetization User (“Disclosing Party”), including, without limitation, financial information, business plans, business partners and relationships, projects in development, advertiser/sponsor lists and sales information, customer lists, agreements with third parties, licenses, marketing and advertising strategies, research and development, inventions, trade secrets, know-how, intellectual property, and processes and operations, that is disclosed to, received by, or obtained from any source by, Company or such Monetization User (“Receiving Party”) pursuant to or as a result of such Monetization User’s enrollment in or use of any Monetization Services, where such materials are marked as confidential or should, by their nature, reasonably have been known to be confidential. Solely as applicable, if Company and any Monetization User enter into a Monetization Services Agreement, the terms of such Monetization Agreement will be deemed Confidential Information of Company hereunder. Confidential Information will not include information that (i) is or becomes public knowledge through no breach by Receiving Party of these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by Company and a Monetization User, (ii) is received by Receiving Party from a third party not under a duty of confidence, or (iii) can be demonstrated as having been already known or independently developed by Receiving Party without the access to, use of, or reference to, the Confidential Information.

Receiving Party will not, without the prior written consent of Disclosing Party in each instance, disclose or use for its own purposes (except as expressly permitted by, or required to achieve the purposes of, these Monetization Services Master Terms, and solely as applicable, any Monetization Services Agreement entered into by such Receiving Party) the Confidential Information of Disclosing Party. Receiving Party will take all reasonable precautions to protect Disclosing Party’s Confidential Information, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information, which will in no event be less than a reasonable standard of care. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent required (i) to any employees, contractors, accountants, attorneys, and agents who have a need to know in connection with this Agreement (“Representatives”); provided, such Representatives agree to be bound by the terms of confidentiality set forth herein or substantially similar terms of confidentiality that are at least as restrictive as those set forth herein, or (ii) by operation of law, or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by such Receiving Party; provided, that Receiving Party will in such case, unless legally prohibited, provide Disclosing Party with reasonable prior written notice sufficient to permit Disclosing Party an opportunity to contest or limit the nature of such disclosure. Receiving Party will immediately give notice to Disclosing Party of any unauthorized use or disclosure of Confidential Information of which Receiving Party becomes aware. Receiving Party will assist Disclosing Party in remedying any unauthorized use or disclosure of the Confidential Information. Receiving Party agrees not to communicate any information to Disclosing Party in violation of the proprietary rights of any third party.

All Confidential Information is and will remain the sole and exclusive property of Disclosing Party and the disclosure of such Confidential Information does not grant any express or implied right to Receiving Party in and to such Confidential Information (except as expressly provided in these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by Company and a Monetization User) or Disclosing Party’s intellectual property rights. Within five (5) days after any written request by Disclosing Party, Receiving Party will return or destroy all Confidential Information and copies thereof and provide a written certification thereof.

Receiving Party acknowledges that any violation or threatened violation of these confidentiality obligations will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, at equity, or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the breach, or threatened breach, of these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by Company and a Monetization User, or the continuation of any such breach, without the necessity of proving actual damages or posting a bond.

6. Indemnification and Limitation of Liability

Monetization User Indemnification

Except for (i) matters constituting a material breach by Company of these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by Company with such Monetization User, or (ii) any gross negligence and/or other intentionally tortious acts or omissions by Company, each Monetization User will indemnify, defend and hold harmless the Company Indemnitees, from and against any and all Losses suffered or incurred by any such Company Indemnitees in connection with any Claims brought or asserted by a third-party arising or resulting from (i) such Monetization User’s material breach of its representations, warranties, covenants, and other obligations hereunder/thereunder; and (b) any gross negligence and/or other tortious acts or omissions by such Monetization User.

Company Indemnification

Except for (i) any Series, Series Content, other User Content, or Ad campaign deliverables created and/or supplied by, or services and other obligations performed by, such Monetization User, (ii) matters constituting a material breach by such Monetization User of these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by such Monetization User, (iii) matters for which such Monetization User is otherwise obligated to indemnify any Company Indemnitees hereunder/thereunder, or (iv) any gross negligence, and/or other tortious acts or omissions by such Monetization User, Company will indemnify, defend and hold harmless each Monetization User from and against any and all Losses suffered or incurred directly by such Monetization User in connection with any Claims resulting from (i) Company’s material breach of its representations, warranties, covenants, and other obligations under these Monetization Services Master Terms, or solely as applicable, any Monetization Services Agreement entered into by Company with such Monetization User; and (ii) any gross negligence or other intentionally tortious acts and/or omissions by Company.

Notwithstanding anything to the contrary set forth herein, Company's indemnification obligations hereunder expressly exclude, and Company will have no obligation to indemnify, defend, or hold harmless any Monetization User from or against any Losses suffered or incurred by any such Monetization User in connection with any Claims arising or resulting from the content, accuracy, safety, legality, or fitness for any purpose of any advertiser or sponsor-supplied materials, creative, copy, products, or services featured or promoted in any Ad campaign, regardless of whether Company sourced, negotiated, or otherwise facilitated such Ad campaign. In connection with the foregoing, each Monetization User acknowledges and agrees that its sole recourse for any Claims arising or resulting from such advertiser or sponsor-supplied content — including, without limitation, any Claims by listeners or other third parties arising from the accuracy, safety, or legality of any advertised or sponsored product or service — is solely against the applicable advertiser or sponsor, and not against any Company Indemnitees.

Indemnity Procedures

A party seeking indemnification hereunder will promptly notify the indemnifying party of the Claim for which indemnification is sought. Failure to timely provide such notice will not diminish the indemnifying party’s indemnification obligations hereunder except to the extent the indemnifying party’s ability to defend an applicable Claim is materially prejudiced by such failure or delay. The party seeking indemnification will cooperate fully with the reasonable requests of the indemnifying party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such Claim, at the indemnifying party’s sole cost and expense. The indemnifying party will have sole control of the defense and settlement of any claim; provided, the indemnified party will have prior written approval over any such settlement that requires the indemnified party to admit any liability or guilt or to otherwise make payments to any third-party thereunder.

Limitation of Liability

Except with respect to liability arising from COMPANY’S OR ANY MONETIZATION USER’S indemnification obligations, a breach BY COMPANY OR ANY MONETIZATION USER of ANY confidentiality obligations TO WHICH IT IS SUBJECT hereunder OR UNDER ANY APPLICABLE MONETIZATION SERVICES AGREEMENT ENTERED INTO BETWEEN COMPANY AND SUCH MONETIZATION USER, AND/or COMPANY’S OR ANY MONETIZATION USER’S gross negligence or willful misconduct, neither COMPANY NOR ANY MONETIZATION USER Will be liable to the other PARTY for any indirect, incidental, consequential, liquidated, special, punitive, or exemplary damages or penalties, including, without limitation, losses of business, revenue or anticipated profits, even if such party has been advised of the possibility of such damages. in no event will COMPANY’S liability to ANY MONETIZATION USER under thESE MONETIZATION SERVICES MASTER TERMS OR ANY APPLICABLE MONETIZATION SERVICES AGREEMENT ENTERED INTO BETWEEN COMPANY AND SUCH MONETIZATION USER exceed the aggregate NET REVENUE SHARE paid or payable by COMPANY HEREUNDER/THEREUNDER DURING THE PROCEEDING TWELVE (12)-MONTH PERIOD. The foregoing limitations of liability will apply regardless of the cause of action under which such damages are sought, whether for breach of contract, negligence, strict liability, or other tort, whether or not the parties were or should have been aware or advised of the possibility of such damage, and regardless of whether any remedy set forth in this agreement fails of its essential purpose.

7. Miscellaneous

Taxes

All payments made to a Monetization User will be exclusive of any foreign, U.S. federal, state, or local taxes, or other governmental charges, duties, or assessments arising as a result of or in connection with such payments (all such amounts, together with any penalties, interest, or any additions thereto, collectively “Taxes”), and all such Taxes will be the sole responsibility of such Monetization User. Further each Monetization User will be solely responsible for collection and remittance of all Taxes that it is legally obliged to collect and remit. In case any applicable local laws and/or changes to any applicable local laws requires the application of withholding tax with respect to any Monetization User, such Monetization User will promptly notify Company thereof in writing and the parties will work together in good faith to mitigate such application. It will be a condition precedent to each Monetization User’s receipt of any payments hereunder that such Monetization User provides Company with a completed Form W-9 (or any foreign equivalent form) and any other forms, documents or certifications Company may reasonably request to satisfy any tax-related or regulatory obligations required to make payments to such Monetization User hereunder, and each Monetization User hereby consents receive electronic requests for the provision of such forms, documents, or certifications, and to complete such requests forms, documents, or certifications electronically. Each Monetization User additionally consents to the electronic delivery of all applicable IRS 1099 tax forms (or any foreign equivalent forms). Each Monetization User will additionally be solely responsible for splitting all applicable payments made by Company to such Monetization User hereunder to any other third parties (including to any applicable host/talent/narrator/producer of a Series) and will be solely responsible for any and all Taxes required to be paid in connection with any subsequent payment, transfer, split, or further distribution of amounts received by such Monetization User hereunder and will indemnify and hold Company harmless from any claims related thereto. Company and each Monetization User will be solely responsible for payment of any Taxes assessed on its own income. In the event of a tax audit, each Monetization User will reasonably cooperate with Company to provide relevant documentation to Company related to any taxes paid by such Monetization User in connection payments made by Company hereunder.

No Union

Each Monetization User acknowledges and agrees that Company is not a signatory to any union or guild and that nothing in these Monetization Services Master Terms or any applicable Monetization Services Agreement entered into by Company and any Monetization User, nor the provision of any Monetization Services via the Platform, will obligate Company to recognize or bargain with any union or guild or to become signatory to any collective bargaining agreement with regard to any Series or any Monetization Services provided via the Platform.

Expense Reimbursement

Company will not be responsible for the payment or reimbursement of any out-of-pocket costs or expenses incurred by any Monetization User in connection with the performance of its obligations hereunder unless such costs and expenses have been pre-approved by Company in writing in each instance. Any such pre-approved costs and expenses will be invoiced by such Monetization User to Company as and when incurred and such invoices will contain copies of all receipts and other documentation necessary to evidence same. Company will make payment of all such invoices within thirty (30) days of receipt of the applicable properly submitted invoice. If Company disputes the amounts of any invoice, it will notify such Monetization User via the email address associated with its Account, and the parties will work together to resolve such dispute within thirty (30) days.

Relationship of Parties

Company and each Monetization User are independent contractors and each party is solely responsible for all of its own employees, subcontractors, labor costs and, except as otherwise expressly provided herein, expenses (including without limitation timely payment of all income taxes, payroll taxes and related withholdings) arising in connection therewith. No Monetization User will have the right to enroll or participate in any benefits or similar program offered by Company to Company’s employees. The parties agree that neither these Monetization Services Master Terms nor any applicable Monetization Services Agreement entered into by Company and any Monetization User constitutes a partnership or joint venture for tax purposes.

Where requested by a particular advertiser or sponsor, Company may provide written confirmation of its sales agency relationship with a Monetization User, and upon Company’s request, such Monetization User will deliver an executed Agency of Record letter and/or an application for trade credit.

Non-Disparagement

Each Monetization User acknowledges and agrees that all statements that it makes in connection with the Monetization Services, each Series (including in Host-Read Ads), or the promotion thereof will be truthful, accurate and brand-positive for Company and its Partners (including, without limitation, its Ad Partners), and that such Monetization User agrees that it will not any at any time during its enrollment in or use of any Monetization Services or thereafter disparage, defame, or otherwise derogate Company or any other Partner, or otherwise take any action which could reasonably be expected to adversely affect Company’s or any Partner’s goodwill, and/or personal or professional reputation, or the reputation of Company’s or any Partner’s brand/image, and that it will cause all applicable Series hosts/talent/narrators/producers to comply with same. Company agrees that it will not any time intentionally disparage, defame, or otherwise derogate a Monetization User or take any action which could reasonably be expected to materially adversely affect a Monetization User’s personal or professional reputation.

Approvals

Notwithstanding any contrary provision hereof, all of Monetization User’s approval and consultation rights set forth in these Monetization Services Master Terms (i) are personal to Monetization User and may not be assigned or delegated to any third party; (ii) will not be unreasonably withheld, conditioned, or delayed, and will be exercised in a manner that does not unreasonably frustrate the timely production, delivery, release, distribution, exploitation, and/or promotion of the Series, any approved Ad campaigns, or Monetization User’s obligations hereunder, and (iii) will be provided within 2 business days (reducible in the event of an exigency notified to Monetization User) with a failure to respond within such period deemed an approval.

Assignment

Unless otherwise expressly set forth in an applicable Monetization Services Agreement, (i) Company may assign, license, or otherwise transfer these Monetization Services Master Terms and any applicable Monetization Services Agreement entered into by Company with a Monetization User and any or all of its rights hereunder/thereunder, and delegate its duties, obligations, and liabilities hereunder/thereunder at any time, in whole or in part, to any person or entity, including, without limitation, any Partner, but (ii) a Monetization User may not assign these Monetization Services Master Terms or any applicable Monetization Services Agreement entered by such Monetization User or its rights hereunder/thereunder, or delegate Monetization User’s duties under hereunder/thereunder, in whole or in part. Any purported transfer or assignment by a Monetization User in violation of this paragraph will be void and will have no effect.

Severability

In the event that any provision of these Monetization Services Master Terms or any applicable Monetization Services Agreement entered into by Company with any Monetization User is determined by a court of competent jurisdiction to be unenforceable, such provision will be enforced to the extent possible consistent with the stated intent of the parties, or, if incapable of such enforcement, will be deemed to be deleted from these Monetization Services Master Terms or such applicable Monetization Services Agreement, while the remainder of these Monetization Services Master Terms or such applicable Monetization Services Agreement will continue in full force and effect according to its stated terms, and the parties agree to replace any unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the deleted provision.

Further Assurances

Monetization User agrees to execute such further documents consistent herewith, and to do such other acts, as may be required by Company or its Partners, licensees, successors, or assigns to evidence or effectuate Company’s rights hereunder. If Monetization User fails to do so within five (5) business days after Monetization User’s receipt of notice thereof, Monetization User hereby irrevocably appoints Company as Monetization User’s attorney-in-fact with the full power and authority solely to do so on Monetization User’s behalf, which power is coupled with an interest. Company will provide Monetization User with a copy of any documents executed on Monetization User’s behalf pursuant to this paragraph; provided, Company’s inadvertent failure to do so will not be deemed a breach hereof.