Encypher Publisher Program Terms

Version 1.0. Effective on the date Encypher first publishes it at encypher.com/terms/publisher-program.

How these terms fit with others. These terms add to the Encypher Terms of Service (encypher.com/terms). If anything conflicts, this order applies: (1) a written agreement signed by you and Encypher, but only to the extent it expressly identifies and changes a provision of these terms, and it changes Section 3 or Section 5 only if it names that section and states the change, or replaces these terms as a whole if it says so expressly; (2) the terms of a specific deal, such as an advertising deal or an AdCP enrollment, for that deal only; (3) these terms; (4) the Terms of Service. Joining the Program does not enroll you in the AdCP Network or approve any paid advertising transaction. Section 3 is your written consent to the name and logo use it describes, even where other Encypher terms you accepted online, such as the AdCP Enrollment Terms, ask for consent first.

1. What you get. Encypher gives you, free of charge, signing and verification for your content, an AI opt-out registry and the other features listed in the Program schedule at encypher.com/terms/publisher-program/schedule, up to the free usage limit stated there. The schedule in force when you join is recorded with your acceptance. Encypher may change the schedule for future use by emailing you at least 30 days ahead. A change never creates a charge to you. Signing records where your content came from and whether it changed. It does not stop copying, and it does not guarantee that anyone will license your content, report its use or pay you.

2. Who can join. The Program is for publishers and other IP holders whose business is creating and publishing content, such as newspapers, magazines, newsletters, blogs, podcasts, broadcasters, book publishers, photo and video agencies, studios and record labels. You must operate the sites or channels you list, own or control the content you sign through the Program, and publish it yourself. Your own posts are fine, including sponsored posts and posts written with help from AI tools. You may not use the Program to sign content for clients or other organizations, or to mark the output of an AI product or service, whether you sell it, give it away or use it inside your business. Putting that output on a site you control does not make it eligible. Government agencies, universities, brands and company communications teams belong on Encypher's paid plans or free trial, even if they publish articles.

3. Your name and logo. While you are a member, you let Encypher use your organization's name, and the logo shown when you joined or one you send later, to identify you as a Program member: on Encypher's website, in sales and marketing material, and in investor material. Encypher will not suggest that you endorse Encypher, invest in it or take part in any other Encypher program unless that is true. You confirm you have the right to give this permission. If the logo we show is wrong, tell us and send the right one. Encypher will follow reasonable brand guidelines you give it on how your logo appears. After your membership ends, Encypher will make no new uses and, within 30 days, will remove your name and logo from websites and material it still controls and distributes.

4. Advertising deals and demand. You give Encypher the option, with no obligation on either side, to bring you more advertising deals and demand. To do that, Encypher may describe your sites to advertisers, agencies and ad platforms as Encypher-verified publishers, using public information and information you choose to share. Each deal is your choice. Nothing runs on your site without your approval, and each deal runs under its own terms, which will state any fee Encypher earns on it. If a sales house or other company has exclusive rights to sell your ads, tell us, and we will bring deals only through it.

5. AI licensingContent licensing: An agreement that lets someone use content on set terms, such as for AI training or AI answers. deals. Usage reporting is a record of how an AI licensee uses your content, so you can check that you are paid correctly.

(a) Definitions. "Covered content" is content you sign using Encypher while you are a member, whenever it was first published, including older content you sign then. It includes later copies and republications of that same content, whether or not they carry Encypher credentials or are signed with another provider. Content you first sign after your membership ends is not covered. An "AI licensing deal" is any agreement under which you, a company you control or that controls you, or a marketplace, collective or licensing platform acting for you, give another company (the "licensee") the right to use covered content to build, train, ground or run an AI system, or to show it in AI output. It does not include a service provider using your content only to provide a tool or service to you (such as hosting, translation or a writing tool), ordinary search indexing that only helps people find and visit your pages, or buying and placing ads without separate AI-use rights. A deal that mixes one of these with AI-use rights is still an AI licensing deal for those rights, whatever it is called.

(b) What you do. For every AI licensing deal for covered content, whenever the deal is made and whoever makes it under 5(a) (including by online acceptance), you will: (1) include Encypher's Usage Reporting clause, published with these terms (the "reporting clause"), or other wording Encypher agrees to in writing with the same effect; (2) tell Encypher within 30 days, from your dashboard or at legal@encypher.com, the licensee's name, the deal's term and the reporting clause as agreed (you may black out unrelated terms); and (3) before the licensee signs, give it the Encypher Licensee Usage-Reporting Terms that apply under Section 7. Encypher keeps them available in your dashboard, including after your membership ends, and sends them within two business days of a request to legal@encypher.com. A platform deal counts as made when you sign up with the platform or accept a new version of its terms. For a platform, you meet (2) by telling Encypher the platform's name and the terms you accepted, and you do not need to report each license the platform makes for you. For a platform that has agreed with Encypher to include the reporting clause, the platform's compliance meets (1) and (3) for licenses it makes for you.

(c) Platforms that will not include the clause. If a platform sets its own terms and will not include the reporting clause, tell Encypher before you authorize a deal through it. If you already used the platform when you joined the Program, tell Encypher within 30 days of joining. Within 30 days of hearing from you, Encypher will tell you whether it will arrange reporting with the platform directly, waive for that platform, or neither. If Encypher does not reply within 30 days, it waives for that platform. Licenses the platform makes while you wait for Encypher's answer are not a breach. A waiver under this paragraph covers only the requirement in 5(b) to include the reporting clause in your future deals through that platform. It does not cancel an existing licensee's reporting or payment duties, your duty to keep an existing reporting clause in place, or your duty to tell Encypher about covered deals. If Encypher chooses neither, the requirement still applies, and you decide whether to use that platform.

(d) Who pays. The licensee pays Encypher directly for usage reporting, on top of your licensing fee. As long as the reporting clause is in your deal, Encypher charges you nothing for it, takes no share of your licensing fee, and you are not responsible for collecting its charge. Encypher's charge is set in its licensee terms, which Encypher showed you before you accepted these terms and keeps available in your dashboard. Encypher does not broker or negotiate your AI licensing deals under this Program. You and the licensee may also use other reporting tools.

(e) What reporting is. Reporting depends on data the licensee supplies and on integrations agreed between the licensee and Encypher. It is not automatic tracking of every use of your content. The licensee's agreement with Encypher sets the reporting scope, data handling and service terms.

(f) Older deals. Deals made before you joined are excluded. A renewal or extension you agree to after joining counts as a new deal under 5(b). An automatic renewal that needs no new agreement from you does not.

(g) For the life of the deal, and after you leave. For each deal covered by 5(b), you will keep the reporting clause in place for the deal's full term, and you will not agree to remove or weaken it without Encypher's written consent. This Section 5 continues after your membership ends, with no end date, for as long as any covered content is licensed for AI use. Content you first sign after you leave is not covered, and publishing another copy of covered content does not remove its covered status.

(h) Waivers. Apart from the automatic waiver in 5(c), a waiver must be in writing from Encypher. Encypher may grant one for a specific deal or platform, for example if it cannot yet provide reporting for that licensee, but does not have to.

(i) If the clause is missing. This paragraph applies when a deal required the reporting clause under 5(b) and does not include it, unless a waiver under 5(c) or 5(h) or the 5(c) waiting period covers the omission. Encypher will give you written notice identifying the deal, and you have 30 days after that notice to have the clause added. If it is not added, Encypher may end your membership and contact the licensee directly, and you will pay Encypher the charge it would have received under the reporting clause for that deal, at the rate in the version of the licensee terms that applied to that deal under Section 7, calculated on the same AI-use payments and credits. Until the clause is added, you will tell Encypher each quarter what the licensee paid or credited you for AI use of covered content and keep records of those amounts for three years. Encypher will invoice you after each quarter, and payment is due 30 days after the invoice. Encypher will credit any amount it receives from the licensee, a platform or anyone else for the same charge and will not recover it twice. Late amounts carry simple interest at the lower of 1 percent a month or the highest lawful rate, and you will pay Encypher's reasonable costs of collecting them, including attorneys' fees and court costs in any suit between you and Encypher. If a court will not enforce this payment formula, Encypher may recover its proven actual damages instead.

6. Notice on your sites. Within 30 days of joining, add the notice Encypher provides, or wording with the same meaning, to the public Terms page of each site in your membership, linked from that site's footer or main menu. If a site has no Terms page, the plugin can create one. For a site added later, the 30 days start when it is added. Keep the notice there while you are a member, and update it within 30 days if Encypher sends you a new version. The WordPress plugin does all of this for you.

7. The reporting clause. The reporting clause is published with these terms at encypher.com/terms/publisher-program. Each version of the reporting clause names the version of the licensee terms that applies to deals using it. Encypher may publish a new version for future deals. The version in your deal is the one that applies to that deal. Changes to the reporting clause and the licensee terms are subject to Section 10, and those protections continue after your membership ends. For a deal made after you leave, use the versions last applicable to you before you left, unless you accept later versions or Encypher agrees otherwise in writing.

8. Your content and your information. You keep all rights in your content and all licensing revenue from it. Encypher takes no share of that revenue under these terms. Encypher uses information about your sites, your signed content and any AI licensing deal you tell it about only to do what these terms describe, including billing and serving the licensee and reporting usage to you and the licensee. Encypher keeps your deal terms confidential. It shares them only with the licensee or platform in that deal, with service providers bound to keep them confidential, or where the law requires, and never with other publishers or other licensees. It may publish totals that combine many members and do not identify you. Nothing in these terms lets Encypher train an AI model on your content.

9. Membership, authority, pauses and ending. Membership starts when you accept these terms and has no fixed end date. If you accept for an organization, you personally promise that you have authority to bind it, and if that promise is false you are responsible for the loss and reasonable enforcement costs Encypher suffers because of it. The organization is bound by an authorized acceptance or by ratification, including an authorized representative knowingly approving continued use after Encypher emails these terms to the organization's contact address and site administrator. If the acceptance was unauthorized and the organization has not ratified it, Encypher will end the membership when the organization tells it so, content signed under that unauthorized acceptance is not covered content of that organization, and the person who accepted remains responsible under the promise of authority. An organization that authorized or ratified the acceptance cannot remove its content from coverage by later disowning the original signup. You can leave at any time from your dashboard. Encypher may end your membership at any time for misuse, a breach of these terms or loss of proof that you control a listed site, or with 30 days' email notice for any other reason. If proof that you control a listed site lapses, Encypher may instead pause the free Program features for that site and will tell you by email. A pause is not the end of membership: these terms, including the name and logo permission, the notice duty and Section 5, continue until you leave or Encypher ends membership. Encypher will restore paused features when proof is renewed. Ending membership does not revoke signatures already added to your content; whether they verify still depends on the rules in the Terms of Service. These continue after membership ends: Section 3 (removal), Section 5, Sections 7, 8, 10, 11 and 12, and any advertising deal you accepted, under its own terms.

10. Changes to these terms. Encypher may update these terms. It will email your contact address at least 30 days before a change takes effect and post the new version at encypher.com/terms/publisher-program. If you do not agree, you can leave before the change takes effect. If you stay a member after that date, the new version applies to you, except that a change which expands your payment obligations, the covered-content obligation, the publicity permission, your obligations under Section 12(c) or the waivers in Section 12(d) applies to you only after you expressly accept it in your dashboard. If you decline such a change, your existing obligations continue and Encypher may end your membership under Section 9. No change alters the reporting and payment duties, confidentiality promises, permitted uses of deal information or liability rules for an AI licensing deal made before the change takes effect, unless each affected party expressly agrees.

11. Notices. Encypher sends notices to the contact email on your account, and they take effect when sent. Keep that email current. Send notices to Encypher at legal@encypher.com.

12. Limits, claims, law and transfer.

(a) As is. The Program is free and provided as is, without warranties of any kind, to the extent the law allows.

(b) Encypher's limits. Encypher is not liable for indirect, incidental, special or consequential damages, or for lost profits, revenue, licensing fees or data, even if told they were possible. Encypher's total liability under these terms, for all claims together, is limited to USD 100. Encypher is not responsible for delays or failures caused by events outside its reasonable control.

(c) Your responsibilities. You will defend Encypher against, and pay any loss, damages and reasonable legal costs from, any claim by someone else that arises from the content you sign, the name and logo you supply, or your breach of Section 2 or Section 5. You may not settle such a claim in a way that binds Encypher without its written consent. Your obligations under this paragraph and amounts you owe under Section 5(i) are not limited in amount.

(d) Claims, class actions and jury trial. A claim against Encypher arising from these terms or the Program must be brought within one year after the claim accrues. Claims may be brought only individually, not as part of a class or group action. You and Encypher each give up any right to a jury trial.

(e) Law and courts. New York law governs these terms, without its conflict-of-laws rules. Disputes go to the state or federal courts in New York County, New York, and you accept those courts' jurisdiction.

(f) Transfer. Encypher may transfer these terms to a company that acquires its business. You may transfer them only with a sale of the site. Before you sell or transfer ownership of a listed site or of covered content, tell Encypher and have the new owner sign Encypher's successor agreement, which binds it directly to Section 5 for that content and to pass the same duty to any later owner. The content keeps its covered status based on your membership, whether or not the new owner joins the Program. Until the new owner agrees, you remain responsible under Section 5, including 5(i), for AI licensing deals the new owner makes for covered content. The new owner joins the Program on its own account to receive free features.

(g) Exceptions. Paragraph (b) does not apply to Encypher's fraud, gross negligence or willful misconduct. No provision of these terms excludes liability, requires a payment, shortens a claim period or waives a right where the law does not allow it. Nothing here changes a licensee's duties under its own agreement with Encypher.

(h) Severability and waiver. If a provision cannot be enforced as written, it is enforced to the fullest extent the law allows, and the remaining provisions continue. If Encypher does not enforce a term right away, it can still enforce it later.

Attachment 1. Usage Reporting clause, version 1.0#

Include this clause in every AI licensing deal covered by Section 5.

Usage Reporting.

(a) "Program Content" means Licensed Content that is covered content under the Encypher Publisher Program Terms accepted by Licensor or by the Program member whose content it is, as identified in this agreement, its content schedule or a written list Encypher gives Licensee, or, if none is identified, as shown by Encypher's signing records. This section applies to Program Content only, and not to other content merely because it was signed using Encypher.

(b) Licensee confirms that it received the Encypher Licensee Usage-Reporting Terms, version 1.0 (the "Reporting Terms"), before signing this agreement. Licensee accepts the Reporting Terms as a direct agreement with Encypher Corporation ("Encypher") and will report its AI Use of Program Content through Encypher under them, or under another written agreement between Licensee and Encypher, for the full term of this agreement.

(c) Licensee will pay Encypher directly the verification and metering charge set in the Reporting Terms, calculated on all amounts paid or credited to Licensor under this agreement for AI Use of Program Content, as defined in the Reporting Terms, including fixed fees, revenue shares and usage-based payments. The charge is separate from and in addition to those amounts, and Licensee will not deduct it from amounts owed to Licensor. Licensor is not responsible for collecting or paying this charge.

(d) Encypher may enforce this section directly, despite any other term of this agreement that excludes third-party rights. The parties will not remove or reduce Encypher's rights under this section without Encypher's written consent. Licensor may share the existence and term of this agreement, and this section, with Encypher.

(e) New York law governs this section and the Reporting Terms, and disputes about them go to the state or federal courts in New York County, New York, despite any other term of this agreement.

Attachment 2. Terms-page notice, version 1.0#

Add this notice to the Terms page of each site in your membership (Section 6). Encypher fills in the fields in braces for you.

Standard version#

AI use of our content. Content we sign through Encypher carries invisible content credentialsContent Credentials: The public name for a C2PA label, often shown as a small CR icon that opens who signed the content and what they declared. that identify {Publisher} as its stated source. Except where the law or an existing license allows it, {Publisher} does not permit use of its content to train, ground or generate output from an AI system without a license from us. AI licenses we grant under our Encypher Publisher Program terms require the licensee to report its use through Encypher, unless Encypher has agreed otherwise. Do not remove or alter these credentials without our permission or legal authority. This notice does not itself grant a license. To ask about a license, contact {license contact email}.

No-AI-use version#

For members who chose "no AI use" in the AI opt-out registry.

AI use of our content. Content we sign through Encypher carries invisible content credentials that identify {Publisher} as its stated source. Except where the law or an existing license allows it, {Publisher} does not permit use of its content to train, ground or generate output from an AI system. Do not remove or alter these credentials without our permission or legal authority. This notice does not change any existing license.