Terms and Conditions

Welcome to thoughtleaders.io. The thoughtleaders.io website (the "Site") is comprised of various web pages operated by ThoughtLeaders Ltd. ("ThoughtLeaders"). thoughtleaders.io is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of thoughtleaders.io constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
These General Terms and Conditions for Advertisers and Publishers ("Terms"), together with the Insertion Order (“IO”) if needed, are entered into and shall constitute a binding agreement by and between ThoughtLeaders Ltd. and its affiliates (“ThoughtLeaders”) and the party executing the IO (“you” or the “Advertiser”, and together with ThoughtLeaders – the “Parties”), as of the Effective Date stated in the IO.

These Terms and the IO shall be collectively referred to as the “Agreement”. In the event of any inconsistency between the provisions of these Terms and those set forth in the IO, the provisions of the IO shall prevail. These Terms shall govern any and all future mutual agreed campaigns, unless as agreed otherwise by ThoughtLeaders and you in writing.

ThoughtLeaders offers various services to you (the “Service,” as further defined below), whether as an Advertiser or Publisher, through the Sites, all of which are conditioned on your agreement to adhere to the following terms and conditions (the “Terms of Service” or “Terms”). Your use of the Service and/or your registration with ThoughtLeaders constitutes your agreement to these Terms of Service. These Terms of Service are subject to change at any time, without prior notice. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events that occur before the change is published. You are responsible for reviewing these Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access our Sites or Service. PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

We respect the privacy and security of our users, whether an Advertiser, Publisher, or viewer of any of the Sites (each, a “User”). You understand that by using our Service, you give consent to the collection, use and disclosure of your personally identifiable information as well as any non-personally identifiable information. You affirm that you are more than 18 years of age or the age of majority in your jurisdiction, whichever is older, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are under 18 years of age, then please do not use the Service.

In our discretion, we may maintain different accounts for different types of Users (each, an “Account”), which Accounts include your name and contact information, other profile information, and, for Publishers, publication information, scheduling calendars and sponsorship claims. Your Account will also contain information about your funds, as described below in the “Funding your Account” section. If you open an Account on behalf of your employer, company, or other such entity, then (a) "you" includes you and such employer/company/entity, and (b) you represent and warrant that you are an authorized representative of your employer/company/entity with the authority to bind them to these Terms of Service, and that you agree to these Terms of Service on their behalf. The Service is not available to any User who has been removed by ThoughtLeaders.

1. Services

ThoughtLeaders offers a native sponsorship marketplace where publications, newsletters, podcasts and creators can receive help in managing their sponsorship opportunities, and advertisers can promote their products through paid digital advertising. The "Service" means the products, platforms and/or services related to such marketplace that is provided or made accessible to you by ThoughtLeaders.

2. Registration and Publisher/Advertiser Requirements

By applying for, registering or participating in the Service, you agree and represent as follows:

If you are an Advertiser, you also agree to:

If you are a Publisher, you agree to:

Furthermore, if you are a Publisher, and if you sell or otherwise transfer to another party one or more of your websites, then if the other party validly has its own Account in good standing, you may request that ThoughtLeaders transfer ("Push") those websites from your Account to that other party's Account. ThoughtLeaders shall have no obligation to push such websites if that other party does not have a valid and complete Publisher Account.

3. Responsibility For Materials

ThoughtLeaders respects the rights of third party creators and content owners and expects that you will do the same. Given the nature of the Service and the volume of information submitted, ThoughtLeaders cannot and does not monitor all of the materials posted or transmitted by you and other third-party information providers via the Service, including, without limitation, any materials posted via the Service (“Materials”). You expressly agree that ThoughtLeaders will not be liable for Materials.

Any Materials (1) directed to children under the age of 13 who reside in the United States or any territory thereof; or (2) that collect information from users known by the operator thereof to be under the age of 13 who reside in the United States or any territory thereof ("Kids' Sites") must be identified as such by the Publisher. Your use of the Service must be in compliance with the United States' Children's Online Privacy Protection Act ("COPPA"). Without limiting the foregoing, you may not, except to the extent permitted by applicable law, (i) create profiles of users or visitors of Kids' Sites, (ii) purchase, sell, place or facilitate the placement of behaviorally targeted advertisements or sponsorships on Kids' Sites, or (iii) collect personal information (as defined by COPPA) about users or visitors of Kids' Sites. We will use flags within the Service to categorize Materials identified by an applicable Publisher as a Kids' Site within the Service, however we undertake no obligation to monitor COPPA compliance by Publishers or Advertisers. Nothing in this paragraph shall be construed as limiting your obligation to comply with any other applicable laws, rules or regulations related to minors.

4. Acceptable Use Policy

The following is a partial list of the kinds of activities that are prohibited on or through the Service: (a) submitting Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Materials that could be harmful to minors; (c) engaging in activity or submitting Materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, "User Data") without their consent; (e) engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting Materials that displays pornographic or sexually explicit material of any kind; (h) submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (i) submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without ThoughtLeaders' prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Sites or for any other unauthorized purpose without ThoughtLeaders' prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Service or ThoughtLeaders's hardware and software infrastructure or that of any of its licensors or suppliers. In addition, you covenant and represent that you will not use the Service for any purpose other than those that are set forth herein, nor will you use this Service in violation of the law or these Terms of Service.

5. Use of Third Party Services

As a part of the Service, ThoughtLeaders may offer links to websites operated by various third parties and is not responsible or liable for any acts or omissions created or performed by these third parties. We provide such links for your convenience and reference only. ThoughtLeaders does not operate or control in any way any information, software, products or services available on such web sites. ThoughtLeaders's inclusion of a link to a website does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.

6. Representations and Warranties and Indemnification

You hereby represent and warrant that: (a) you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service, (b) the Materials are accurate, current and complete, (c) the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service shall not violate any agreements between you and a third party. You agree to indemnify, defend and hold harmless ThoughtLeaders, and its officers, directors, employees, agents, and contractors from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to: (a) the Materials you provide or approve for publication, (b) your use of the Service, (c) your breach of these Terms of Service, or (d) any actual, prospective, completed or terminated service between you and a third party.

7. Disclaimers and Limitations

ThoughtLeaders intends that the information contained in its Service be accurate and reliable; however, errors sometimes occur. In addition, ThoughtLeaders may make changes and improvements to the information provided herein at any time. THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." ThoughtLeaders AND ITS SUPPLIERS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF THOUGHTLEADERS'S SERVICE IS AT YOUR OWN RISK. THOUGHTLEADERS AND/OR ITS LICENSORS AND SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THOUGHTLEADERS'S SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THOUGHTLEADERS, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THOUGHTLEADERS AND/OR ITS LICENSORS AND SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

THOUGHTLEADERS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, PRODUCTS, MARKETING MATERIALS, REPORTS AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THOUGHTLEADERS IS NOT RESPONSIBLE FOR THE RESULTS OF ADVERTISER'S ADVERTISING CAMPAIGN, INCLUDING FOR ANY SUCCESS OR FAILURE THEREOF.

THOUGHTLEADERS DOES NOT WARRANT OR REPRESENT THAT THE SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED WITHOUT INTERRUPTIONS OR SHALL BE ERROR FREE, NOR THAT THE PUBLISHER'S PROPERTIES WEBSITES OR THE SERVICES ARE OF SATISFACTORY QUALITY INCLUDING WITHOUT LIMITATIONS IN REGARDS TO MERCHANTABILITYMERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT, USABILITY, QUALITY, AVAILABILITY, SECURITY, ACCURACY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, EFFECTIVENESS AND/OR RELIABILITY OF THE TECHNOLOGY AND/OR THE SERVICES, INCLUDING OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH ADVERTISER’S USE OF THE SERVICES. THOUGHTLEADERS DOES NOT ENDORSE ANY ENTITY, PRODUCT, SERVICE OR CREATIVE MATERIALS USED AND/OR TRANSMITTED IN CONNECTION WITH THE SERVICES, NOR ANY PUBLISHER(S). THE USE OF THE SERVICES ARE AT ADVERTISER’S OWN RISK.

THOUGHTLEADERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUES OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICES (OR ANY PART THEREOF), USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF THOUGHTLEADERS TO PERFORM UNDER THE AGREEMENT, ANY OTHER ACT OR OMISSION OF THOUGHTLEADERS BY ANY OTHER CAUSE WHATSOEVER, INCLUDING DAMAGES ARISING FROM THE CONDUCT OF ADVERTISER, ANY PUBLISHER AND/OR ANY END-USERS, OR ANY CREATIVE MATERIALS USED AND/OR MADE AVAILABLE THROUGH THE SERVICES; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE FOREGOING, THE AGGREGATE LIABILITY WHICH MAY BE IMPOSED UPON THOUGHTLEADERS UNDER, ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE SUM OF PAYMENTS ACTUALLY RECEIVED BY IT UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.

ADVERTISER HEREBY ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THOUGHTLEADERS’ SERVICES TO ADVERTISER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF THOUGHTLEADERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.

Errors & Delays; Force Majeure

ThoughtLeaders is not responsible for any errors or delays caused by an incorrect e-mail address or other incorrect contact information provided by you.

Neither ThoughtLeaders, Advertisers, nor Publishers will be liable for a delay or default in the performance of their respective obligations under these Terms of Service if such delay or default is caused by conditions beyond their reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God or labor disputes not caused by or beyond the control of such party (“Event of Force Majeure”). If an Event of Force Majeure continues for a period of seven (7) business days and prevents the applicable sponsorship from being published, the Advertiser and Publisher each has the right to cancel such delayed sponsorship without penalty. However, such cancellation will not alter a party´s liability for payments due at or prior to the time that the Event of Force Majeure commenced.

8. Payments

For Advertisers, your sponsorship of any content will not be published unless your Account is fully funded for the contracted amount. Advertisers’ Deposited Funds are nonrefundable except when a Publisher chooses not to move forward with the sponsorship prior to publication.

In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you against any fees you owe us or any other User, or (b) require you to refund us within thirty (30) days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Service, you must notify us in writing within thirty (30) days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an Advertiser who is sponsoring content on any website defaults on payment to us, we may need to withhold payment or charge back the corresponding Publisher’s Account. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

9. Termination

ThoughtLeaders reserves the right in its sole discretion, and without any prior notice, to terminate your Account and your access to the Service for any reason, including your breach of these Terms of Service, for violations of ThoughtLeaders’s policies or procedures posted on the Sites, or a violation of the rights of another User or the law.

Without limitation, ThoughtLeaders also reserves the right to report any activity (including the disclosure of appropriate data or Account information) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. ThoughtLeaders also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. You may unsubscribe from any further communication from ThoughtLeaders at any time by delivering a written notice addressed to [email protected] You shall be responsible for ensuring delivery of the notice to ThoughtLeaders. ThoughtLeaders shall not be obligated to store any data or files for more than ninety (90) days after termination of your access to the Service.

ThoughtLeaders reserves the right with or without notice to you at any time to change, modify or discontinue any Service or a portion or attribute thereof, or the offering of any information, good, content, product or service. ThoughtLeaders shall have no liability to you or any third party should ThoughtLeaders modify or discontinue any Service or an aspect thereof.

10. Dispute Resolution

Any claim or controversy arising out of or relating to the use of ThoughtLeaders's Service, to the goods or services provided by ThoughtLeaders, or to any acts or omissions for which you may contend ThoughtLeaders is liable, including but not limited to any claim or controversy ("Dispute"), shall be finally, and exclusively, settled by arbitration in Tel Aviv, Israel, from which arbitration there shall be no appeal. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THESE TERMS OF SERVICE PROVIDE THAT ALL DISPUTES BETWEEN YOU AND THOUGHTLEADERS WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT AT THOUGHTLEADERS’S DISCRETION FOR DISPUTES REGARDING THOUGHTLEADERS’S INTELLECTUAL PROPERTY RIGHTS. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THOUGHTLEADERS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and ThoughtLeaders otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

11. General

This Agreement reflects the sole agreement between the Parties relating to the subject matter hereof and supersedes all prior understanding, writing, proposals, representations or communication, whether oral or written, of either Party. This Agreement may only be amended by a written instrument executed by both Parties. At any time, ThoughtLeaders may block access to the Services (or any part thereof) and/or temporarily or permanently limit, suspend or terminate such access, for any reason, at its sole discretion, in addition to any other remedies that may be available to it under any applicable law, without assuming any responsibility with respect to or in connection with such actions or any related loss of any data. The provisions of the Payment, Creative Materials and Publishers, Representations and Warranties, Disclaimers; Limitations of Liability, Indemnification, Intellectual Property, Term and Termination, Confidentiality, and Entire Agreement and Miscellaneous sections, will survive the termination or expiration of these Terms. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties hereto. Any claim relating to the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to this Agreement, including your use of the Services hereunder, will be brought in, and the Parties hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel-Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. Advertiser may not assign, sublicense or otherwise transfer any or all of its rights or obligations under these Terms without ThoughtLeaders’ prior express written consent. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

12. Copyright and Trademark Notices

All contents of the Service are copyrighted © 2017 ThoughtLeaders, Ltd.. All rights reserved. Other product and company names may be trademarks or service marks of their respective owners. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR TO ANY CHANGES MADE IN THESE TERMS, YOU MAY NOT USE THE SITES AND SERVICE AND IF YOU HAVE AN ACCOUNT OR HAVE APPLIED FOR ONE, YOU MUST NOTIFY US IMMEDIATELY THAT YOU DO NOT AGREE TO THESE TERMS OF SERVICE.