1.1 The definitions and rules of interpretation in this clause 1 shall apply in this Agreement.
AdTonos Platform: has the meaning given in the Background to this Agreement.
Applicable Laws: means all applicable laws, regulations and regulatory requirements of the relevant jurisdiction, as amended and in force from time to time, relating specifically to the performance of the parties’ respective obligations under this Agreement;
Additional Services: means all and any services which are additional to the AdTonos Platform and / or any Monetisation Solutions including but not limited to Creative Works provided by RNM to the Publisher in accordance with clause 9.
Applicable Data Protection Laws: means: (a)to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. (b)to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which RNM is subject, which relates to the protection of personal data. (c)to the extent US privacy laws apply, the relevant state specific laws and federal laws from time to time in force.
Availability Requirement: 24 hours a day, 7 days a week.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: means the charges for the Additional Services payable by the Publisher to RNM as more particularly set out in the Order.
Confidential Information: has the meaning given in clause 14.1.
Content: any content which is distributed via the Publisher’s Channels including without limitation advertisements.
Creative Works: the creative works set out in the Specification.
Documentation: means the documentation relating to the AdTonos Platform available at
Drumbeat Inventory: means the total number of advertisement spaces serviced by the AdTonos Platform and / or available for sales.
Drumbeat Service: means the service provided by RNM pursuant to clause 10 of this Agreement.
Drumbeat Software: RNM’s software necessary for the provision of the Drumbeat Monetisation Solution.
Drumbeat Website: https://www.adtonos.com/our-solutions/drumbeat/
End User: means a customer of RNM who is an end user (also referred to as an “Advertiser”) of all or any of the Publisher’s Channels.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Intellectual Property Rights: means all copyright and rights in the nature of copyright, design rights, patents, trademarks, database rights, rights to inventions, business names, applications for any of the above, goodwill and the right to sue for passing off, moral rights, rights to use, rights in confidential information, know-how and trade secrets, domain names and any other intellectual or industrial property rights whether or not registered or capable of registration, including all applications and rights to apply for and be granted, renewals or extensions of, and right to claim priority from, such rights and all similar or equivalent rights or forms of protection whether subsisting now or in the future in the United Kingdom or any other part of the world.
Monetisation Solutions: RNM’s software products for publishers including without limitation Audiopixel, YoursTruly, Sandstorm SDK,, Twilight, Drumbeateach as more particularly described on the Website and on the AdTonos Platform.
Normal Business Hours: 8.00am to 6.00pm local UK time, each Business Day.
Order: the Publisher’s order for Additional Services.
Playout: each and every one advertisement played to each and every individual listener via any Publisher Channel on behalf of an End User.
Publisher Account: means the Publisher’s online publisher account, accessible at https://app.adtonos.com.
Publisher Cause: means (a) any improper use, misuse or unauthorised use of the AdTonos Platform or any Monetisation Solutions; (b) any use of the AdTonos Platform or any Monetisation Solutions in a manner inconsistent with the then current Documentation.
Publisher’s Channels: the Channels selected by the Publisher in accordance with clause 3.1.
Publisher’s Dashboard: means the dashboard available on the Publisher’s Account.
Publisher Deliverables: means the information the Publisher undertakes to provide RNM upon the acceptance of this Agreement, as explained in more detail at clauses 3.2 and 3.3.
Publisher Inventory: means the whole of the advertisement space available to the AdTonos Platform for sales, both direct and programmatic.
Publisher Materials: means the software which operates the Publisher’s Channels and all other Intellectual Property Rights in any other materials which are owned by the Publisher at the date of this Agreement.
Publisher Personal Data: any personal data which RNM processes in connection with this Agreement, in the capacity of a processor on behalf of the Publisher.
Publisher’s Revenue Share: the Publisher’s share of the Revenue as agreed between the Publisher and RNM prior to the generation of any Revenue and as set out on the Publisher’s Dashboard.
Representatives: has the meaning given in clause 14.2.
Revenue: the net income (excluding VAT) paid or credited to RNM’s account from all activities relating to the exploitation of the AdTonos Platform and subject to clause 4.3 the selected Monetisation Solutions using the Publisher’s Channels after deduction of all bona fide third party costs, expenses and VAT, such third party costs, expenses and VAT which have been approved by the Publisher in advance, and which are shown on the invoices delivered to the End User by RNM in connection with such activities, unless otherwise agreed between the parties in writing.
RNM Materials: means the AdTonos Platform, the Monetisation Solutions including the Drumbeat Software and any software created by RNM to allow the AdTonos Platform to integrate with the controlling software of the Publisher’s Channels in relation to the Playouts and all Intellectual Property Rights in any other materials which are owned by RNM at the date of this Agreement but excluding Sandstorm SDK which shall be dealt with in accordance with clause 13.
RNM Personal Data: any personal data which RNM processes in connection with this Agreement, in the capacity of a controller.
RNM Price List: means the RNM’s price list (as amended from time to time), as set out in https://www.adtonos.com/publisher-pricing/.
Sandstorm SDK: the software development kit owned by RNM and branded as Sandstorm being a Monetisation Solution for mobile inventories, compatible with Google Android, Apple iOS and Unity Engine. The Sandstorm SDK allows the Publisher to play audio ads triggered accordingly to the use case scenarios provided by the RNM.
Specification: the description or specification of the Additional Services provided in an email confirmation from RNM to the Publisher.
Support Services Policy: RNM’s policy for providing support in relation to the AdTonos Platform and Monetisation Solutions as set out on the Website and amended from time to time.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In this Agreement, headings are for convenience only and shall not affect the interpretation of this Agreement.