Terms of Service

The gist:

We (the folks at Contextly, Inc.) run a publisher engagement service called Contextly and would love for you to use it on your blog or publication to help you get the right stories to the right readers.

Our paid service is designed to give you as much control and ownership over the content recommendations as possible and encourage you to use the editorial tools freely. However, since our recommendations show up on your site, we ask you to be responsible in what you publish. In particular, make sure that none of the prohibited items listed below appear on your site or get linked to from your site (things like spam, viruses, or hate content).

We love helping online publishers, from publications knocking out daily news stories to love-of-labor personal sites. We provide high-quality recommendations, and we want to work with quality publications of all stripes.

But there are some kinds of publications we have no interest in supporting.

Here's a list of the kinds of sites banned from using Contextly: Scraper sites, automated blogs, SEO blogs that are focussed on manipulating Google, affiliate marketing blogs promoting get-rich schemes or unproven health-supplements, and sites promoting pirated intellectual property or traffic in stolen passwords.

Honestly, Contextly's not going to be great for those kinds of sites and there's plenty of automated services with trashy ads that are more suited to that kind of publishing.

If you find a site using Contextly that you believe violates our terms of service, please contact us at info@contextly.com.

Creative Commons License: (This Terms of Service is available under a Creative Commons Sharealike license, which means you're more than welcome to steal it and repurpose it for your own use, just make sure to replace references to us with ones to you. Since we adapted and repurposed it from WordPress.com which paid to get this made, please find a nice way to link to them (and maybe us) somewhere on your site.)

Terms of Service: The following terms and conditions govern all use of the Contextly.com website and all content, services and products available at or through The Service, including, but not limited to, Contextly's Content Recommendation Service, (taken together, The Service) or affiliated sites powered by Contextly. The Service is owned and operated by Contextly, Inc. ("Contextly"). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Contextly's Privacy Policy) and procedures that may be published from time to time on this Site by Contextly (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using The Service. By installing the service, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access The Service or use any services. If these terms and conditions are considered an offer by Contextly, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 13 years old.

Your Contextly Account and Site. If you install The Service on your publishing system, you are responsible for maintaining the security of your account and publishing system, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with The Service.

You must immediately notify Contextly of any unauthorized uses of your publishing system or your account. Contextly will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors. If you post material on your publication or otherwise make (or allow any third party to make) material available by means of the publication (any such material, "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content or The Service's recommendation of that Content. If you choose to have the service display links to content that is not hosted on your site, you are responsible for that link. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that: the downloading, copying, recommendation and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content; you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); the Content does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party; your publication is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; your publication is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your publication's URL or name is not the name of a person other than yourself or company other than your own; and you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Contextly or otherwise.

By submitting Content to Contextly for inclusion on your Website, you grant Contextly a world-wide, royalty-free, and non-exclusive license to reproduce, modify and adapt headlines and images solely for the purpose of displaying, distributing and promoting your content. If you delete Content, Contextly will use reasonable efforts to remove it from The Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, Contextly has the right (though not the obligation) to, in Contextly's sole discretion (i) refuse to recommend any content that, in Contextly's reasonable opinion, violates any Contextly policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of The Service to any individual or entity for any reason, in Contextly's sole discretion. Contextly will have no obligation to provide a refund of any amounts previously paid.

Payment. After a any trial period, you agree to pay Contextly the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for a plan and will cover the use of that service for a monthly or annual subscription period as indicated. Plan fees are not refundable.

Automatic Renewal. Unless you notify Contextly before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such pland (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Plans can be canceled at any time in the Settings field of your site's dashboard.

Restricted Use. You may not use the Service or its API to substantially replicate products or services offered by Contextly.

If Contextly believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access The Services may be temporarily or permanently revoked, with or without notice.

Responsibility of Website Visitors. Contextly has not reviewed, and cannot review, all of the material, including computer software, posted to publications using The Service, and cannot therefore be responsible for that material's content, use or effects. By operating The Service, Contextly does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful.

You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Publication may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Publication may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.

Contextly disclaims any responsibility for any harm resulting from the use by visitors of publications using the The Service, or from any downloading by those visitors of content there posted.

Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through The Service and webpages to which the Publications links, and that link to the Publication.

Contextly does not have any control over those external websites and webpages, and is not responsible for their contents or their use.

By providing Publications a method to link to a external websites or webpages, Contextly does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Contextly disclaims any responsibility for any harm resulting from your use of websites and webpages linked to by the Publication.

Copyright Infringement and DMCA Policy. As Contextly asks others to respect its intellectual property rights, it respects the intellectual property rights of others.

If you believe that material located on or linked to by Contextly violates your copyright, you are encouraged to notify Contextly in accordance with Contextly's Digital Millennium Copyright Act ("DMCA") Policy, which requires such notices to be sent to ryan@contextly.com.

Contextly will respond to all such notices, including as required or appropriate by removing the infringing material or disabling Contextly links to the infringing material.

Contextly does not, however, promise to remove any content served with a DMCA notice, and reserves the right to respond disfavorably to abusive takedown requests, including taking legal action against such requesters. Requesters should be aware that the Ninth Circuit considers thumbnails of copyrighted images to be covered under the Fair Use doctrine.

Contextly is an engagement service for publishers, including those that often use copyrighted materials in commentary or journalism, or transform the materials into something original of their own. As such, before submitting a DMCA notice, it’s important to consider if the manner in which the material is used falls under fair use. If you are not sure whether material located on a Contextly Publication's site infringes your copyright, or if it is subject to fair use protections, you should first consider seeking legal advice.

Please be advised that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material or activity is infringing.

Your DMCA notice will be forwarded to the party that made the material available, and also may be sent to third parties such as LumenDatabase.org. In addition, you are required to consider the possible fair use implications, as a result of Lenz v. Universal. We reserve the right to challenge abuses of the DMCA process.

You must include the following in a DMCA notice:

Contextly will terminate a Publication's access to and use of The Service if, under appropriate circumstances, the Publication is determined to be a repeat infringer of the copyrights or other intellectual property rights of Contextly or others. In the case of such termination, Contextly will have no obligation to provide a refund of any amounts previously paid to Contextly.

Intellectual Property. This Agreement does not transfer from Contextly to you any Contextly or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Contextly. Contextly, the Contextly logo, and all other trademarks, service marks, graphics and logos used in connection with The Service are trademarks or registered trademarks of Contextly or Contextly's licensors.

Other trademarks, service marks, graphics and logos used in connection with The Service may be the trademarks of other third parties. Your use of The Service grants you no right or license to reproduce or otherwise use any Contextly or third-party trademarks.

Third-party Tracking Pixels and Cookies. Contextly reserves the right to include a third-party tracking cookie and pixel via our recommendation module to collect non-personally identifiable information unless a Publisher has opted out in writing to Contextly. More information about this can be found in Contextly's Privacy Policy.

Attribution. Contextly reserves the right to display attribution links such as 'Powered by Contextly,' in its recommendation modules. Such credits may not be altered or removed except by contract. This allows readers to view our privacy policy.

Changes. Contextly reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to The Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Contextly may also, in the future, offer new services and/or features through The Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination. Contextly may terminate your access to all or any part of The Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Contextly account (if you have one), you may simply discontinue using The Service or uninstall our software, unless otherwise detailed in a contract with Contextly. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties. The Service is provided "as is". Contextly and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Contextly nor its suppliers and licensors, makes any warranty that The Service will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, The Service at your own discretion and risk.

Limitation of Liability. In no event will Contextly, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Contextly under this agreement during the twelve (12) month period prior to the cause of action. Contextly shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty. You represent and warrant that (i) your use of The Service will be in strict accordance with the Contextly Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of The Service will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification. You agree to indemnify and hold harmless Contextly, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of The Service, including but not limited to your violation of this Agreement.

Miscellaneous. This Agreement constitutes the entire agreement between Contextly and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Contextly, or by the posting by Contextly of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of The Service will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court.

The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Contextly may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.