T2 Partner Platform Use Terms
Last Updated June 2, 2021
THESE MAVEN COALITION T2 PARTNER PLATFORM USE TERMS (“PLATFORM USE TERMS”) GOVERN THE USE OF THE SERVICES AND THE PLATFORM BY PARTNER. THESE TERMS ARE INCORPORATED INTO EACH PARTNER AGREEMENT (IN EACH CASE, THE “AGREEMENT”) BY THIS REFERENCE AND BY THE TERMS OF THE AGREEMENT.
1. PROVISION OF PLATFORM SERVICES
a. Operation of Assets. As between the Parties, other than the content of any Maven Advertisement or Contributor Content that is not Partner Content, Partner is solely responsible for all Partner Content wherever appearing and for all activities that occur on the Domains including, but not limited to, the general management and operation of the Assets and moderation and/or oversight of user comments or other user generated content (“User Content”). Partner will operate the Assets in a manner that does not violate any Law or industry self-regulation or the Agreement (including any addendum thereto). Partner will ensure that the Assets, including User Content, do not contain any Inappropriate Content. Partner is responsible for any Partner Content that may be lost or unrecoverable through Partner’s use of the Platform.
b. Maven Coalition Participation. Partner acknowledges and agrees that Maven may (i) in its reasonable discretion distribute a limited amount of Contributor Content (which may include video content) to the Domains of a quality and topical relevance consistent with Partner Content and in a manner consistent with other domains on the Platform and (ii) include its branded page header, footer, navigation bars, etc., on the Assets, in the manner that is consistent with other comparable domains on the Platform.
c. Third Party Services. Maven may from time to time integrate into the Services and/or offer the products and services of third parties to Partner, through reseller or other arrangements that Maven puts in place (such third parties, “Third Party Providers”, and such products and services, “Third Party Services”). When a Third Party Service can be made available to Partner without additional costs to Partner or the need for separate terms and conditions, no additional action on the part of Partner will be required to have access to such Third Party Service. In the event use of a Third Party Service would impose additional costs on Partner or require Partner’s agreement to additional terms and conditions with Maven and/or the Third Party Provider, prior to receiving such Third Party Service, Partner must opt-in to such Third Party Service by completing an Opt-In Agreement. Maven will have full access to all of the statistics and financial information concerning Partner’s participation in the Third Party Services.
d. Prohibited Conduct. Partner will not: (i) access, tamper with, or use non-public areas of the Services, any Third Party Services or the computer or delivery systems of Maven and/or any Third Party Provider; (ii) attempt to or actually access the Services or any Third Party Services by any means other than through the interfaces provided by Maven or Third Party Provider, as applicable, unless Partner has been specifically allowed to do so in a separate agreement with Maven or Third Party Provider, as applicable; (iii) probe, scan, or test any system or network (particularly for vulnerabilities) or otherwise attempt to breach or circumvent any security or authentication measures of the Services or any Third Party Services; (iv) store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Services or otherwise distribute in any way any component of the Services other than as specifically permitted in the Agreement, (v) create derivative works based on or in any manner commercially exploit any component of the Services or any Third Party Services, other than as expressly permitted in the Agreement; (vi) use the Services or any Third Party Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or e-mail headers; (vii) interfere with, or disrupt, (or attempt to do so), the access of the Services or any Third Party Services, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services or any Third Party Services, or by scripted use of the Services or any Third Party Services in such a manner as to interfere with or create an undue burden on the Services or any Third Party Services; or (viii) generate (or authorize or encourage any third party to generate) Pageviews or Impressions using Invalid Means.
e. Advertising Operations.
i. Partner Direct Sales Efforts. Partner may sell Advertisements for the Assets through Partner Direct Sales Efforts; provided that the effective price per 1,000 Impressions with respect to each such sales transaction (or integrated series of related sales transactions) must on average meet or exceed the then applicable Minimum Direct Sales Rate.
ii. Maven Direct Sales Efforts; Programmatic Sales. Maven will exclusively represent, market, negotiate, manage and sell all Advertisement inventory other than that sold through Partner Direct Sales Efforts.
iii. Advertisement Trafficking and Reporting. Partner may manage the serving, trafficking, measuring and reporting of all Advertisements on the Assets sold by the Partner Direct Sales Efforts. Maven will provide Partner with a unique log-in to Maven’s advertising server account so that Partner may control its own ad serving and trafficking. Maven will manage the serving, trafficking, measuring and reporting of all Maven Advertisements and, at Partner’s request, the Advertisements on the Assets sold by Partner Direct Sales Efforts. Each Party will administer the invoicing and collection of revenue related to the Advertisements sold by such Party. In the event Maven manages the serving, trafficking, measuring and reporting of Advertisements sold by Publisher, Maven may charge Partner a reasonable fee for such services. The Parties will work in good faith to coordinate their ad sales marketing and selling efforts and the associated trafficking of Advertisements on the Assets. Maven will provide Partner with access to reporting concerning the delivery of Advertisements to the Assets, as well as revenue earned by Partner under this Agreement.
f. House Advertising. Maven will use commercially reasonable efforts to secure competitive monetization for all Impressions, however Partner acknowledges that in some cases monetization may not be available with respect to a particular Impression (each such Impression, an “Open Impression”). Partner may in its discretion provide to Maven an Advertisement to serve as a default on Open Impressions (a “House Advertisement”). Maven shall have the right to serve Advertisements promoting and marketing Maven and its affiliates or other partners on all Open Impressions (“Coalition Advertisements”), unless Partner has provided a House Advertisement in an applicable format, in which case Maven may only serve Coalition Advertisements on up to 50% of Open Impressions and shall serve the applicable House Advertisement on the remainder of Open Impressions.
g. Suspension. If at any time, Maven determines that the use of the Platform by Partner would, does, could or is likely to, in the sole determination of Maven, violate the Law or this Agreement or compromise the Services, the Platform, or the security thereof, including, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities, Maven may without liability temporarily suspend the use of the Services and Platform by Partner and end users.
h. Subscription Products. Maven shall have the right to approve each Subscription Product, including, with respect to each Subscription Product, the applicable (i) name, branding and marketing protocols, (ii) content (which may include Partner Content) to be included, (iii) prices at which such Subscription Product may be marketed and sold and (iv) which persons shall be entitled to market and sell such Subscription Product, such approval not to be unreasonably withheld, delayed or conditioned.
2. OWNERSHIP AND LICENSE
a. Grant of Rights to Partner. Maven hereby grants Partner a limited, revocable, non-transferable and non-exclusive license to use the Platform through a user identification reference provided by Maven (“User ID”) to the extent, and only to the extent, necessary to access and use the Platform and the Services in accordance with the terms of the Agreement. Partner is solely responsible for maintaining the confidentiality of its User ID and ensuring that only qualified personnel have access to the User ID. Partner shall immediately notify Maven of any unauthorized use of the User ID, and shall remain responsible for all activities that occur through the use of the User ID.
b. Grant of Rights to Maven.
i. Subject to the terms of the Agreement including paragraphs (iv) below, Partner grants Maven a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license (the “Maven License”) to (A) use, host, store, cache, reproduce, publish, publicly display, distribute, transmit, modify, adapt and create derivative works of the Partner Content to provide, maintain and improve the Services and the Platform; (B) use, publicly display, distribute and transmit the name, logo, and trademarks of Partner (collectively, the “Partner Identity”) and the Assets to identify them as users of the Services and the Platform and part of the Maven network of sites; and (C) alter the page strategy (including, but not limited to, the number and location of Advertisements on the Assets) and overall look, feel and functionality of the Assets (or portions thereof) through upgrades, testing, revisions, repairs and modifications of and to the Services and through integrations of Third Party Services into the Services.
ii. The reference in subsection (i) to “modify,” “adapt”, and “create derivative works” means that Maven may edit the Partner Content either with or without advance notice to Partner in order to ensure that the Partner Content complies with Maven policies or applicable Laws. By way of example only, edits may include (but are not guaranteed to contain nor are they limited to) formatting, optimizing for search engine performance or certain networks, devices and media, updating a title, the removal of spammy links, updates to formatting, copy editing, fact checking, and the appending of licensed images and videos. In no event will Maven edit the Partner Content to alter the meaning or substance of the Partner Content or to make substantive editorial changes or derivations. Maven’s decision to perform any of the foregoing is entirely Maven’s and Maven does not have any obligation to do so, and Maven need not provide Partner with notice or an opportunity to review any of the edits prior to publication of this edited Partner Content on the Services. If Partner objects to such edits following publication, Partner may decline edits by reverting the Partner Content to an earlier version of the article without such edits (provided, however, that Partner acknowledges and agrees that any declination of edits may result in a limited distribution or removal of the Partner Content via the Services). Otherwise, if Partner objects to such edits, Partner’s sole remedy will be to remove the Partner Content from the Services.
iii. The reference in subsection (i) above to “distribute” or “transmit” includes, without limitation, right to publish, distribute, and disseminate on the Platform or through the Services or in any media formats and through any media or other distribution channels as determined by Maven, including without limitation (1) Maven owned and/or Maven-operated properties and/or entities, or (2) third-party owned and/or operated properties, platforms or channels that are distribution partners of Maven via the Platform or pursuant to agreements between Maven and such third parties; and, including. any form of internet protocol or similar delivery to all internet-capable devices, fulfillment services, streaming, downloadable and/or other non-tangible delivery to fixed and mobile platforms including personal and other computers, cell phones, personal and other communication devices, personal and other digital devices, personal and other music, video and/or other audiovisual recorders and/or players, and/or via “podcast” and/or via all other personal, digital, mobile and other devices, platforms and services, whether now known or hereafter devised, to any customer or audience worldwide.
iv. The Maven License shall terminate after a transition period of 180 days (or such earlier time as no Partner Content shall remain on the Platform) following the termination of the Agreement (the “Transition Period”) provided that Maven will continue to pay Partner its Revenue Share with respect to Partner Content. During the Transition Period the Parties shall cooperate in good faith to transition Partner Content from the Platform in a manner which is minimally disruptive to existing links to Partner Content.
c. Data Collection. Maven may add tracking codes, cookies and/or pixels to each page of the Assets (and may in its discretion consent to Partner doing the same, such consent not to be unreasonably withheld), or allow third parties acting on behalf of Maven or Partner (as the case may be) to do the same, to collect and use for any lawful purpose any user, traffic, advertising or content performance data associated with the Assets (“Asset Data”). The user log-in and user profile information in the Platform associated with the Assets (“Log-in Data”) and the data associated with such information will be deemed Asset Data. Each Party will have the right to use and disclose the Asset Data that it duly collects about any user (whether directly from the user, from the other Party or from any third party acting on behalf of a Party) for any lawful purpose.
ii. Partner may request, and Maven may approve in its sole discretion, to post its own privacy notice on the Assets (“Partner Privacy Notices”). Partner will ensure that the Partner Privacy Notices at a minimum disclose (A) the collection of Asset Data for purposes of showing users ads that are targeted to their interests, and (B) that Personal Data, including Log-In Data, will be collected by Maven and processed for its own purposes, including to display ads or send marketing communications. Maven’s approval of the use of Partner Privacy Notices may be conditioned on Partner’s inclusion within the Partner Privacy Notices of certain minimum language provided by Maven. Partner is solely responsible for ensuring the Partner Privacy Notices accurately disclose Partner’s data processing practices and comply with applicable Laws.
iii. Partner shall comply with all applicable Laws in connection with its processing of any Personal Data collected or made available to it under the Agreement (including any Log-in Data made available to Partner). Partner will not Sell any Personal Data contained within any Asset Data disclosed to Partner by Maven.
iv. To the extent EU Data Protection Law applies to the processing of any Personal Data, each Party will be a separate, independent controller of any Personal Data it processes. Partner will be solely responsible for ensuring it has an appropriate legal basis for the processing of any Personal Data and will comply with all other obligations applicable to it as a controller of such Personal Data.
v. To the extent an Applicable Data Protection Law applies to the transfer of Personal Data or personal information (as defined in the California Consumer Privacy Act (CCPA) §1798.140(o)), if Maven receives a consumer opt-out request, Maven shall notify Partner and Partner shall agree not to further sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, that consumer’s personal information.
e. Data Transfer. If Maven transfers any Personal Data to Partner that is subject to EU Data Protection Laws and Partner processes such Personal Data in a jurisdiction that has not been deemed adequate under EU Data Protection Laws (“Covered Data”), then the following data transfer mechanism will apply in descending order of precedence:
i. If Maven maintains an active self-certification under the EU-U.S. and Swiss-U.S. Privacy Shield Principles (“Privacy Shield”), then, so long as the Privacy Shield remains valid, the Parties will transfer Covered Data pursuant to the Privacy Shield and Partner will: (1) only use such Covered Data for limited and specified purposes consistent with any consent obtained from the applicable data subject; (2) provide the same level of protection for Covered Data as required under the Privacy Shield; and (3) if Partner determines it can no longer meet the foregoing obligation, it will immediately notify Maven and cease processing Covered Data or take other reasonable and appropriate steps, as approved by Maven, to remediate the unauthorized processing.
ii. If Maven does not maintain an active Privacy Shield certification or if the Privacy Shield has been invalidated, the Parties will conduct such transfer pursuant to the controller-controller standard contractual clauses available at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (“Model Clauses”), which will be deemed executed by the Parties as of the date of the Agreement. For purposes of those clauses, Maven will be deemed the “data exporter” and Partner will be deemed the “data importer,” the principles under Annex A will apply and Annex B will be completed with the information as follows: (1) data subjects are users of the Asset; (2) purpose of the transfer is to facilitate user request and enable Partner to process data relating to users of the Asset, including to reach users of the Asset and to market the Asset and other products and services (3) categories of data include name and contact information of users as well as device and browsing information including cookie identifiers, IP addresses, device identifiers, and browsing data; (4) other recipients are confined to data processors of Partner; and (5) contact point for Maven will be firstname.lastname@example.org and for Partner will be as provided to Maven by Partner by written notice from time to time.
3. DIGITAL MILLENNIUM COPYRIGHT ACT
Maven operates the Services in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act (“DMCA”). It is Maven’s policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable Laws. Partner acknowledges that Maven has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published on the Domains. Maven does not screen content provided or posted by Partner using the Services, but Maven and its designees will have the right (but not the obligation) in their sole and reasonable discretion to refuse or remove any Partner Content that is available via the Services. Maven expects all of the users of its Services to comply with applicable Laws. However, if Maven is notified of a claimed copyright infringement or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond as it deems to be appropriate, which may include removing or disabling access to the material that is claimed to be infringing. Maven will follow the procedures outlined in the DMCA with regard to appropriate notifications of the user and the complaining party, acceptance of counter notifications, and, where indicated, “putback” of the alleged infringing material. Partner warrants, represents and agrees that it will comply with all requirements set forth in the DMCA with respect to the Domain in order to take advantage of the “safe harbors” provided for in the DMCA.
a. Third Party Payments. Partner will promptly upon receipt by Partner deliver to Maven full copies of any and all third party reports or statements detailing Revenue other than Partner Direct Sales Revenue earned by or paid or payable to Partner or on or via the Platform or otherwise in connection with the Assets (“Off-Platform Revenue”) and Maven shall include Off-Platform Revenue in determining the Revenue Share payable to Partner in respect of the applicable period. Off-Platform Revenue not included in Revenue Share calculations for the period for which it was reported shall be included in the subsequent period.
b. Minimum Payment Processing. Maven shall not be required to pay Revenue Share to the Partner until the aggregate Revenue Share due the Partner is greater than $100.00 (“Minimum”). If the Revenue Share then due is less than the Minimum, then any Revenue Share shall be carried forward until the aggregate Revenue Share is more than the Minimum. All payments to Partners shall be made by electronic funds transfer pursuant to direct deposit or other such other procedures then adopted by Maven from time to time. The Partner shall cooperate with Maven in processing payments to the Partner.
c. Treatment of Membership Revenue. For the avoidance of doubt, it is understood that (i) in the event that prior to the commencement of the Term, Partner receives a payment that would have constituted Membership Revenue had it been received during the Term, Maven shall not be entitled to any portion of such revenue, even if the fulfillment of the related subscription or membership obligation takes place during the Term and (ii) all Membership Revenue received during the Term, including renewals of pre-existing memberships or subscriptions, shall be subject to Maven’s Revenue Share under the Partner Agreement, even if the fulfillment of the related subscription or membership obligation extends after the Term.
d. Audit Rights.
i. During the Term and within six months after the expiration or earlier termination of the Agreement, a Party may at its own expense audit and copy from the audited Party’s books, records, and other documents as necessary to verify the audited Party’s adherence to the Revenue Share terms and conditions of the Agreement in the immediately preceding 12 months. A Party may only have access to the records specifically and solely relating to such Party’s Revenue Share. A Party may conduct any audit under this Section 4(d) at any time during the audited Party’s regular business hours on Business Days at the audited Party’s principal place of business and shall not unreasonably interfere with the audited Party’s course of business; provided, however, that the auditing Party shall not exercise its audit rights hereunder more than once in any calendar year, unless a prior audit in such calendar year reveals a discrepancy of the greater of 5% of the payment(s) audited or $5,000 in any calendar quarter and then the auditing Party may exercise its audit right no more than twice during such calendar year.
ii. The audited Party shall reasonably cooperate with the auditing Party in conducting any such audit. The Parties shall coordinate all audit activity through the respective companies’ accounting departments. The auditing Party shall keep all information obtained during any such audit confidential pursuant to and in accordance with Section 8 (Confidentiality).
iii. At its sole expense (subject to paragraph (iv) below) the auditing Party shall perform audits hereunder using an independent and accredited third-party accounting firm (reasonably acceptable to the audited Party). The audited Party shall permit entry of the auditing Party’s third-party auditor to its principal place of business to perform inspections of the audited Party’s books, records, and other documents for purposes of conducting audits under this Section 4. In its agreement with the third-party accounting firm, the auditing Party must impose confidentiality obligations on the accounting firm that are substantially similar to Section 8 (Confidentiality).
iv. If any audit under this Section 4 reveals a Party’s past under- or overpayment of any amount due under this Agreement, then the Party owing such amount must correct the under- or overpayment by paying the other Party all sums due under this Section 4 in full within 30 Business Days after receiving a written auditor report and substantiation of the inaccuracy. If the auditing Party’s audit reveals a shortfall greater than 10% of the payment(s) audited or $10,000 in any calendar quarter, then the audited Party shall reimburse the reasonable, out-of-pocket costs of the accountants engaged by the auditing Party to perform such audit, up to the amount of the underpayment.
5. PARTNER FEEDBACK
Partner may voluntarily or at Maven’s request submit feedback, comments, questions, and other information about the Services (the “Feedback”), including without limitation about how to improve the Services. Partner hereby grants Maven a non-exclusive, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate the Feedback into the Services, without any obligation to compensate Partner in any way.
6. REPRESENTATIONS, ACKNOWLEDGEMENTS, COVENANTS AND DISCLAIMER
a. Maven Representations and Acknowledgment. Maven represents and warrants that (i) it has the legal power to enter into the Agreement and that it has adequate rights to grant the licenses and perform its obligations hereunder and thereunder and (ii) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
. Partner represents and warrants that: (i) it is a corporation, limited liability company or other similar legal entity, duly organized, validly existing and in good standing under the laws of its state of organization; (ii) it is duly qualified to do business and is in good standing in every jurisdiction in which such licensing and qualification is required for purposes of the Agreement; (iii) it has the legal power to enter into the Agreement and that it has adequate rights to grant the licenses and perform its obligations hereunder; (iv) it has obtained all licenses, authorizations, approvals, consents or permits required by applicable Law; (v) it is the owner of the Assets or Partner is legally authorized to act on behalf of the owner of the Assets for the purposes of using the Services; and (vi) ); and (z) do not include Inappropriate Content.
c. Partner Covenants. Partner shall at all times during the term of the Agreement:
i. Comply with (i) all applicable Laws, (ii) the terms of the Agreement and (iii) all material and applicable Maven rules, regulations, and policies of which it has been made aware.
ii. Operate the Assets (i) using personnel of required skill, experience, and qualifications; and (ii) in accordance with the highest professional standards in Partner’s field.
iii. With respect to each Domain, Partner Content shall have a substantial editorial nexus with the applicable Subject Matter.
d. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 1(B) AND 5(A), THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MAVEN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MAVEN IS NOT RESPONSIBLE FOR (A) EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY MAVEN, ANY DAMAGE TO OR LOSS OF DATA OR CONTENT, OR (B) ANY OTHER HARM TO BUSINESS ARISING OUT OF THE SERVICES SUCH AS DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS. MAVEN DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET PARTNER’S SPECIFIC REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY PARTNER THROUGH THE SERVICES WILL MEET PARTNER’S EXPECTATIONS. WHEN PARTNER CONTENT IS TRANSFERRED TO THE ASSETS TO BE HOSTED VIA THE SERVICES, PARTNER MAY EXPERIENCE TRAFFIC LOSS DURING THE FIRST EIGHT (8) TO TWELVE (12) WEEKS.
a. Partner Indemnification. Partner will indemnify, defend and hold harmless Maven, its agents, Affiliates, subsidiaries, directors, officers and employees (collectively, “Maven Indemnified Parties”) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Maven Indemnified Parties, directly arising out of or related to (i) Partner’s violation of any term of the Agreement, including without limitation, Partner’s breach of any of its representations and warranties above; (ii) any claim that the Assets infringe the rights of a third party, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iii) any claim or damages that arise as a result of any of the Partner Content; (iv) the access and use of the Services with Partner’s User ID, password, or other appropriate security code other than as authorized hereunder; or (v) Partner’s violation of applicable Law. Partner shall not be obligated to defend or indemnify Maven from claims, liabilities, losses, or expenses arising out of Maven’s gross negligence or unlawful conduct.
. Maven will indemnify, defend and hold harmless Partner its agents, Affiliates, subsidiaries, directors, officers and employees (collectively “Partner Indemnified Parties”) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Partner Indemnified Parties, directly arising out of or related to (i) Maven’s violation of any term of the Agreement, including without limitation, Maven’s breach of any of its representations and warranties above; (ii) any claims that the Services infringes the rights of a third party, including without limitation any right of privacy, rights of publicity or any intellectual property rights; and (iii) Maven’s violation of applicable Law. Maven shall not be obligated to defend or indemnity the Partner from claims, liabilities, losses, or expenses arising out of the Partner’s gross negligence or unlawful conduct.
c. Conditions of Indemnification. A Party entitled to indemnification hereunder (the “Indemnified Party”) will tender a claim to the other Party (the “Indemnifying Party”) by promptly notifying the Indemnifying Party of the claim after first receiving written notice of the claim (provided that no failure to do so will relieve the Indemnifying Party of its obligations hereunder except to the extent the Indemnifying Party suffers actual prejudice by such failure), providing all information in its possession relating to the claim, and reasonably cooperating, at the Indemnifying Party’s expense, with the Indemnifying Party’s efforts to defend the claim. The Indemnifying Party will promptly assume the defense of the claim at its own expense, and will pay all costs associated with the defense, including attorneys’ fees. The Indemnifying Party will have full control over such defense, including any settlement discussions or agreement, provided that the Indemnifying Party may enter into a settlement only upon prior written approval of the Indemnified Party.
8. CONFIDENTIAL INFORMATION
a. Confidential Information. All proprietary and/or non-public information provided by one Party (“Discloser”) to the other Party (“Recipient”), including the terms of the Agreement, that: (i) if disclosed in tangible form is marked as confidential, proprietary or with a similar legend, or would reasonably be considered of a confidential or proprietary nature and/or (ii) if disclosed orally or visually, is identified as confidential when initially disclosed or (iii) is disclosed under circumstances which would lead a reasonable person receiving such information to understand that such information is confidential or proprietary to the Discloser (collectively, “Confidential Information”) is the property of Discloser. Recipient shall return Discloser’s Confidential Information, and all copies and other reproductions thereof, to Discloser promptly upon request or upon termination of the Agreement.
b. Protection. Unless Confidential Information: (i) was previously known by Recipient free of any obligation to keep it confidential and has been reduced to tangible form, (ii) is or becomes generally known or available by publication, commercial use or otherwise through no fault of Recipient, (iii) is independently developed by the Recipient without use of Confidential Information, (iv) is lawfully obtained from a third party that has the right to make such disclosure and/or (v) has been or is subsequently made public by Discloser or a third party under no obligation of confidentiality to Discloser, then Recipient shall refrain from use of Confidential Information and shall use the same degree of care, but no less than a reasonable standard of care, as it uses with regard to its own proprietary information to prevent disclosure, use or publication thereof; provided that the exceptions in clauses (i) through (v) do not apply to Personal Data. Recipient shall not share any Confidential Information with any of its managers, employees, contractors or other personnel who are not essential for Recipient’s performance of its rights or exercise of its obligations hereunder.
c. Exceptions. Except as permitted in this subsection 8(c), Recipient shall use Confidential Information solely for performance of its obligations hereunder.
i. Advisors. Each party may disclose the terms of the Agreement to its attorneys, accountants, financial advisors, investors, bona fide potential investors, and potential acquirers; provided that such parties are obligated to keep such information confidential.
ii. Compliance With Law. Each party may disclose Confidential Information as necessary to comply with the requirements of Law; provided that (unless prohibited by law) the compliant party shall notify the other party prior to making any such disclosure in order to permit the other party to contest disclosure and/or seek confidential treatment of its Confidential Information.
iii. Consent of Discloser. Each party may disclose Confidential Information as the other party agrees in writing.
9. LIMITATION OF LIABILITY
OTHER THAN ITS OBLIGATIONS UNDER SECTIONS 7 AND 8 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR (II) CUMULATIVE LIABILITY IN EXCESS OF $50,000.
10. EFFECT OF TERMINATION
Upon any termination of the Agreement other than a termination by Maven for breach by Partner, Partner will be permitted a wind down period of up to one hundred and twenty (120) days (the “Wind Down Period”) during which time all terms and conditions of the Agreement shall continue to apply. Upon a termination by Maven by reason of breach by Partner, Partner’s right to use or access the Services will immediately cease. Termination of Partner’s access to and use of the Services will not relieve either Party of any obligations arising or accruing prior to such termination or limit any liability that either Party otherwise may have to the other Party or any third party. Notwithstanding the expiration or earlier termination of the Agreement, for so long as any Advertising Agreements exist between Maven and an advertiser or any agreements (together with the Advertising Agreements, “Continuing Agreements”) exist between Maven and Partner related thereto, Maven shall be entitled to the Revenue generated from the delivery of the Advertisements set forth in such Continuing Agreements and Partner will (i) not terminate any such Continuing Agreements or Advertisements running under such Continuing Agreements, (ii) fulfill all its obligations set forth in such Continuing Agreements, (iii) if the delivery of such Advertisements is to occur on a date when Maven is no longer managing the Advertisements on the Assets, ensure that all such Advertisements are delivered in accordance with the terms of their applicable Advertising Agreement(s) and Continuing Agreement(s) by implementing and maintaining any tags, formatting and code reasonably requested by Maven to run such Advertisements and measure the reach and performance of the Advertisements and (iv) pay Maven all cash and other consideration derived from the continued delivery of such Advertisements within 30 days of Advertiser’s payment therefor. Upon termination or expiration of the Agreement, or the conclusion of any applicable Wind Down Period, Maven will promptly provide Partner with a copy in WordPress or equivalent format of the then existing state of the Domain and will cease exercising control of the DNS Settings. Maven has no obligation or responsibility to store Partner Content or account information after the conclusion of the Wind Down Period.
During the Term, and for one (1) year thereafter, none of the Partner nor its Affiliates (the “Partner Parties”) shall, in any form or manner, directly or indirectly, disparage Maven or its Affiliates, licensors or partners (the “Maven Parties”) or any of the advertisers, business partners of any Maven Party or any services co-branded by any Maven Party and none of the Maven Parties shall, in any form or manner, directly or indirectly, disparage any Partner Party or any of the advertisers, business partners of any Partner party or any services co-branded by any Partner Party.
12. AMENDMENTS; MODIFICATIONS; CHANGES
Maven reserves the right to amend, modify, change or otherwise alter any of the terms and conditions contained the Platform Use Terms or any of the policies or guidelines governing the Services, the Platform and the users at any time and in its sole discretion. Unless otherwise set forth in the Agreement, any amendment, modification or change to the Platform Use Terms will be effective upon posting on the Platform Use Terms. All notices of amendments, modifications or changes to the Platform Use Terms will be posted for not less than thirty (30) days. UNLESS OTHERWISE SET FORTH IN THE AGREEMENT, CONTINUED USE OF THE SITE AND PLATFORM FOLLOWING POSTING OF ANY CHANGES WILL CONSTITUTE ACCEPTANCE OF THE CHANGES OR MODIFICATIONS.
As used in the Agreement and these Platform Use Terms, the terms below shall have the following meanings:
“Advertisements” means all material or messages in any format that promotes an advertiser's brand, product, services or idea, including, but not limited to, banner advertisements, pre-roll advertisements, sponsored articles, sponsored videos, newsletters, events and any other activities and manners to exploit the Assets or the name and likeness of a writer or other party associated with the Assets to promote an advertiser and/or sell an advertiser’s products or Services.
“Advertising Agreements” mean any agreement, including insertion orders, for the sale of Advertisements associated with the Assets.
“Advertising Exchange” means a platform or service that facilitates the automated, bidded buying and selling of banner advertisements and/or website advertising inventory from multiple advertising networks and publishers, such as an Open Exchange or a Private Marketplace.
“Advertising Policies” means the then rules, guidelines, and policies governing advertising on the Assets and the Platform as updated from time to time.
“Affiliate” means, with respect to any specified Party, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Party.
“Affiliate Links” hyperlinks to a third-party online commerce destination placed on the Assets whereby one of the parties hereto (or an affiliate or designee thereof) receives a commission from such third party (or the agent or affiliate thereof) in connection with a user’s use of such hyperlink and/or subsequent purchase of a product associated therewith.
“Agreement” has the meaning set forth in the preamble hereto.
“Asset Data” has the meaning set forth in Section 2(c) of the Platform Use Terms.
“Applicable Data Protection Law” has the meaning set forth in Section of the Platform Use Terms.
“Assets” has the meaning set forth in the preamble to the Agreement.
“Availability” has the meaning set forth in Exhibit C to the Agreement.
“Bundled Subscription Products” means an offering of Subscription Product(s) that includes one or more Standalone Subscription Product(s) offered for sale together with another Subscription Product that is not a Standalone Subscription Product.
“Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks located in New York City are authorized or required by law to be closed for business.
“Coalition Advertisements” has the meaning set forth in Section 1(f) of the Platform Use Terms.
“Commission” means a fee of twenty-five percent (25%) of the gross Revenues then generated from the Assets, which Maven applies to fund the Maven Direct Sales Efforts, and including ongoing account management and processes and the costs of collection of Maven Direct Sales Revenue.
“Confidential Information” has the meaning set forth in Section 8(a) of the Platform Use Terms.
“Content Creator” means (a) in respect of any Partner Content, Partner and (b) in respect of any Contributor Content published on the Channel, the applicable Contributor.
“Continuing Agreements” has the meaning set forth in Section 10 of the Platform Use Terms.
“Contributor Content” means any and all materials, text, images, photos, data, videos, and other content (a) created by, or on behalf of, a third party pursuant to a separate Partner Agreement or other agreement or arrangement (including under user terms and conditions published by Maven or any Affiliate) with Maven or any of its Affiliates (a “Contributor”), and (b) published on the Domain(s).
“Covered Data” has the meaning set forth in Section 2(e) of the Platform Use Terms.
“Deal ID” means a unique identifier used to match advertising buyers and an individual seller on an Advertising Exchange, based on a variety of criteria negotiated beforehand.
“Discloser” has the meaning set forth in Section 8(a) of the Platform Use Terms.
“DNS Settings” has the meaning set forth in Section 2(d) of the Agreement.
“DMCA” has the meaning set forth in Section 3 of the Platform Use Terms.
“Domain” has the meaning set forth in the preamble to the Agreement.
“Effective Date” has the meaning set forth in the preamble to the Agreement.
“Display Advertisements” means a graphic display Advertisement served by an ad server in exchange for compensation by an Advertiser for such Advertisement’s display or a user’s interaction therewith. For the avoidance of doubt, Display Advertisements do not include sponsored articles, sponsored videos, newsletters, Affiliate Links, e-commerce hosted on and/or conducted through the Assets and other promotional activities of the Assets.
“Feedback” has the meaning set forth in Section 5 of the Platform Use Terms.
“House Advertisement” has the meaning set forth in Section 1(f) of the Platform Use Terms.
“Impression” means the serving of an Advertisement on the Assets as measured by the Services.
“Inappropriate Content” means content that is pornographic, sexually explicit, violent, illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another), reasonably likely to cause harm, reasonably considered as slanderous or libelous, breaches another’s privacy, is spam, is machine- or randomly-generated, contains 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).
“Indemnified Party” has the meaning set forth in Section 7(c) of the Platform Use Terms.
“Indemnifying Party” has the meaning set forth in Section 7(c) of the Platform Use Terms.
“Invalid Means” means the generation of Pageviews or Impressions on the Assets, directly or indirectly, through any payments to third parties (e.g. through the use of paid search or paid display) not previously approved by Maven or through any automated, deceptive or fraudulent means, which includes traffic that: (a) originates from IP addresses or computers under Partner’s control or the control of an Affiliate of Partner; (b) was solicited by an unauthorized payment of money, through a false representation or through any illegal or otherwise invalid request for users to view, engage with or interact with Advertisements; or (c) is otherwise acquired in violation of the Agreement.
“Launch” has the meaning set forth in Section 1(a) of the Agreement.
“Launch Date” has the meaning set forth in Section 1(a) of the Agreement.
“Log-in Data” has the meaning set forth in Section 2(c) of the Platform Use Terms.
“Maintenance Windows” has the meaning set forth in Exhibit C to the Agreement.
“Maven” has the meaning set forth in the preamble to the Agreement.
“Maven Advertisements” means Advertisements sold by Maven pursuant to Section 1(e)(ii) of the Platform Use Terms.
“Maven Direct Sales Efforts” means the sale of Advertisements by employees of Maven (or by third-party representatives of Maven) through direct interactions between such persons and the advertising agency or advertiser where such direct interactions include Maven’s responses to requests for proposal from such the advertising agency or advertiser and/or execution of insertion orders. This does not include any sales by or through third-party aggregators, including but not limited to buying and selling through Private Marketplaces, Advertising Exchanges, Trading Desks, sales houses or advertising networks.
“Maven Direct Sales Revenue” means Revenue from the sale of Advertisements through Maven Direct Sales Efforts.
“Maven Indemnified Parties” has the meaning set forth in Section 7(a) of the Platform Use Terms.
“Maven License” has the meaning set forth in Section 2(b)(i) of the Platform Use Terms.
“Maven Parties” has the meaning set forth in Section 11 of the Platform Use Terms.
“Maven Privacy Notices” has the meaning set forth in Section 2(d)(i) of the Platform Use Terms.
“Membership Revenue” means Revenue from Subscription Products sold by Partner (including Bundled Subscription Product(s) and Standalone Subscription Product(s)), if the applicable sale of a Subscription Product was initiated directly from “purchase” or similar link within a Domain.
“Migration” has the meaning set forth in Section 1(a) of the Agreement.
“Minimum” has the meaning set forth in Section 4(b) of the Platform Use Terms.
“Minimum Direct Sales Rate” means an effective price per 1,000 Impressions based on an average of the prices at which the preceding year’s Non-Direct Sales Revenue was earned, as determined by Maven acting in good faith.
“Mobile Device” means a portable electronic device (including, but not limited to, smartphones and tablets) running a mobile-optimized operating system (including, but not limited to, iOS, Android, and Windows Phone) through which a user can access and view the Assets.
“Model Clauses” has the meaning set forth in Section 2(e)(ii) of the Platform Use Terms.
“Non-Direct Sales Revenue” means Non-Membership Revenue that is not Partner Direct Sales Revenue or Maven Direct Sales Revenue, and includes, without limitation, the automated buying and selling of Advertisements (referred to as “programmatic advertising”) such as through Trading Desks, Private Marketplaces, Open Exchanges and advertising networks.
“Non-Membership Revenue” means Revenue that is not Membership Revenue.
“Off-Platform Revenue” has the meaning set forth in Section 4(a) of the Platform Use Terms.
“Open Exchange” means the use of an Advertising Exchange to permit programmatic buying and selling of advertising inventory on the Domains in any manner other than a Private Marketplace.
“Open Impression” has the meaning set forth in Section 1(f) of the Platform Use Terms.
“Opt-In Agreement” a separate click-wrap or other agreement setting forth the nature, terms, conditions and pricing for any additional fee-based Services (including, but not limited to, Third Party Services) that Partner elects to add to the Services.
“Pageviews” means the viewing of a page of the Assets as measured by the Services based on data obtained through Comscore Tags or such other reasonable method implemented by Maven, but excluding pageviews served to end-users who are specifically viewing such content directly from within a widget, application, newsletter, Facebook page or Twitter stream. A “Pageview” may include multiple Advertisements.
“Party” and “Parties” has the meaning set forth in the preamble to the Agreement.
“Partner” has the meaning set forth in the preamble to the Agreement.
“Partner Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, URLs, keywords and other navigational elements, links, and pointers, and any other materials (a) created by, or on behalf of, Partner or provided by on, or on behalf of, Partner pursuant to the Agreement or otherwise, and (b) published on a Domain or the Platform (including on third party domains).
“Partner Direct Sales Efforts” means the sale of Advertisements by employees of Partner (or by third-party representatives of Partner who are approved in writing by Maven) through direct interactions between such persons and the advertising agency or advertiser where such direct interactions include Partner’s responses to requests for proposal from such the advertising agency or advertiser and/or execution of insertion orders. This does not include any Revenue generated through Non-Direct Sales Efforts
“Partner Direct Sales Revenue” means Revenue from the sale of Advertisements through Partner Direct Sales Efforts.
“Partner Indemnified Parties” has the meaning set forth in Section 7(b) of the Platform Use Terms.
“Partner Identity” has the meaning set forth in Section 2(b)(i) of the Platform Use Terms.
“Partner Parties” has the meaning set forth in Section 11 of the Platform Use Terms.
“Partner Privacy Notices” has the meaning set forth in Section 2(d)(ii) of the Platform Use Terms.
“Permitted Downtime” has the meaning set forth in Exhibit C to the Agreement.
“Personal Data” means any personal data or personal information (or similar variations of such terms), as defined under applicable privacy and data protection Laws, that relates to any users of an Asset.
“Platform” has the meaning set forth in the preamble to the Agreement.
“Platform Transaction Fee” means an administrative fee of the gross Revenues then generated from the Assets, which Maven applies to fund the advertising operations, data management, credit card processing, customer service and the sales costs related to the Platform and the Assets.
“Platform Use Terms” has the meaning set forth in the preamble hereto.
“Privacy Shield” has the meaning set forth in Section 2(e)(i) of the Platform Use Terms.
“Private Marketplace” means a real-time, automated bidding environment in which advertising inventory on the Assets is made available only to select advertisers or bidders by invitation and is facilitated through the use of an advertiser identifier (such as a Deal ID).
“Recipient” has the meaning set forth in Section 8(a) of the Platform Use Terms.
“Revenue” means, for any applicable period, and without duplication, the gross revenues generated by the Assets on the Platform (whether from advertising, sponsorships, memberships, subscriptions, distribution, syndication, commerce, affiliate links or other commercial activity on or via Assets or Domains) and collected by Maven or Partner, minus, as applicable, refunds, returns, make-goods, direct production, media agency, cost of goods sold, shipping, setoffs and other offsets, as determined by Maven on a consistent basis in accordance with its then policies and procedures consistently applied.
“Revenue Share” means that portion of Revenue payable to Partner (whether as Partner or as Content Contributor) under this Section 2.
“Sell” means any activity that qualifies as “sell,” “selling,” “sale,” or “sold,” under the California Consumer Protection Act.
(i) With respect to Non-Membership Revenue, the person whose relationship led to the insertion order, campaign, agency or Trading Desk relationship, or other revenue generating opportunity, as determined by Maven, which is (A) Maven, if generated via programmatic advertising (including but not limited to Advertising Exchanges), advertising through an advertising network or similar intermediary reseller of advertising inventory, or otherwise by generated by Maven, (B) Partner, if not covered under paragraph (i)(A) and the transaction is generated by Partner; or (C) Maven, if the transaction is generated by another person; and
(ii) With respect to Membership Revenue, (A) Partner, if the applicable sale of a Subscription Product was initiated directly from “purchase” or similar link within a Domain and (B) if not covered under paragraph (ii)(A), the person who sold such Subscription Product.
“Service Level Breach” has the meaning set forth in Exhibit C to the Agreement.
“Service Level Requirements” has the meaning set forth in Exhibit C to the Agreement.
“Services” has the meaning set forth in the preamble to the Agreement.
“Subject Matter” has the meaning set forth in the preamble to the Agreement.
“Standalone Subscription Product” means a Subscription Product that consists entirely of Partner Content.
“Subscription Products” means membership or subscription products (including Bundled Subscription Products and Standalone Subscription Products) pursuant to which a user receives access to content not available to users who are not subscribers, which may include Partner Content.
“Term” has the meaning set forth in Section 3 of the Agreement.
“Third Party Providers” has the meaning set forth in Section 1(c) of the Platform Use Terms.
“Third Party Services” has the meaning set forth in Section 1(c) of the Platform Use Terms.
“Trading Desk” means a platform or service operated by an advertising agency or advertiser that allows such agency or advertiser to manage its media and audience buying through a centralized, managed services layer (typically via a demand-side platform or other inventory buying technology).
“URLs” has the meaning set forth in Section 2(e) of the Agreement.
“User Content” has the meaning set forth in Section 1(a) of the Platform Use Terms.
“User ID” has the meaning set forth in Section 2(a) of the Platform Use Terms.
“Wind Down Period” has the meaning set forth in Section 10 of the Platform Use Terms.