TheStreet Flagship Affiliate Addendum
Last updated: November 2, 2020
THIS MAVEN COALITION FLAGSHIP AFFILIATE ADDENDUM (“FLAGSHIP AFFILIATE ADDENDUM”) GOVERNS THE USE OF THE SERVICES AND THE PLATFORM BY PARTNER FOR THESTREET BRANDED CONTENT. BY USING THE SERVICES AND THE PLATFORM, PARTNER AGREES TO THIS FLAGSHIP AFFILIATE ADDENDUM. THESE TERMS ARE INCORPORATED INTO EACH PARTNER AGREEMENT (IN EACH CASE, THE “AGREEMENT”) BY THIS REFERENCE AND BY THE TERMS OF THE AGREEMENT.
Partner acknowledges that maintaining the brand and reputation of the brand and platform and Maven and Maven’s licensors and partners is of paramount importance to Maven and a condition of Maven’s grant of access to the TheStreet branded platform. Therefore, the following additional terms and conditions apply:
1. EDITORIAL GUIDELINES. Partner shall ensure that the newsgathering, content and editorial operation of the Assets shall be consistent with the Editorial Guidelines set forth on Exhibit A. The Editorial Guidelines may be changed by Maven from time to time in its sole discretion by providing reasonable prior written notice to Partner. The Content Quality Obligations may be changed by Maven from time to time in its sole discretion by providing reasonable prior written notice to Partner. Partner agrees that no content will disparage or defame the TheStreet brand or Maven or its licensors and partners or their business or which directly or indirectly injures, damages, brings into disrepute, ridicules, or lessens the public reputation, goodwill or favorable name or image of the TheStreet brand or Maven or its licensors and partners (including, without limitation, Jim Cramer). In no event will any content contain any of the content set forth on Exhibit B (“Restricted Content”). Partner shall ensure that any web site(s), apps, marketing materials or other content that prominently feature the TheStreet or Maven marks or brand shall not display, market or promote any of the Restricted Content. The Restricted Content may be changed by Maven from time to time in its sole discretion by providing reasonable prior written notice to Partner. Partner further agrees that it shall, and shall ensure that its editorial employees and independent contractors are bound by and shall comply with the Maven Investment Policy set forth on Exhibit C. Partner represents that Partner currently is, and at all times since the latter of (i) the execution of the Partner Agreement, and (ii) January 1, 2020, I have been, in compliance with the Maven Investment Policy. Partner consents to Maven reporting to the U.S. Securities and Exchange Commission and to other authorities any conduct by Partner that Maven, based upon the advice of counsel, believes constitutes a violation of the Maven Investment Policy that represents a violation of the Securities Laws. Partner further understands that Partner may be asked from time to time to certify its compliance with the Maven Investment Policy and agrees to do so accurately and promptly upon request.
2. PARTNER BEHAVIOR. Partner will at all times act with the utmost civility and professionalism expected of anyone representing Maven or any Assets that may be associated with the TheStreet brand. Maven and TheStreet celebrate and respect all differences and is committed to providing a work environment free of harassment, discrimination, retaliation, and disrespectful or other unprofessional conduct based on sex (including pregnancy, childbirth, breastfeeding or related medical conditions), sex stereotype, race, religion or beliefs (including religious dress and grooming practices), color, gender (including gender identity, gender expression and transgender), national origin (including language use restrictions and possession of a driver's license issued under Vehicle Code section 12801.9), ancestry, physical or mental disability, medical condition, genetic information, marital status, registered domestic partner status, age, sexual orientation, military and veteran status or any other basis protected by federal, state or local law or ordinance or regulation. Maven does not tolerate discrimination or harassment, based upon any protected status, by anyone in the workplace – supervisors, co-workers, partners, or non-employees. Violations of this policy may lead to termination of the Agreement.
Maven will not tolerate any behavior that is unnecessarily inflammatory or inconsistent with Maven values or the TheStreet brand.
3. MAVEN AND THESTREET TRADEMARKS. All trademarks, service marks and trade names of Maven or its licensors used herein (including but not limited to: the TheStreet brands or logo) (collectively “Marks”) are trademarks or registered trademarks of Maven or its affiliates, partners, vendors or licensors. Any association of Partner Content with the Marks is at Maven’s sole discretion. Partner obtains no right to use, or any other proprietary rights in, the Marks by virtue of this Addendum. All uses of the Marks will: (i) comply with the most up-to-date version of the Maven Trademark Guidelines and any guidelines issued by any of Maven’s licensors; and (ii) comply with any other terms, conditions, or policies that Maven or its licensors may issue from time to time that apply to the use of the Marks. Partner may not alter the Marks in any manner, including but not limited to, changing the proportion, color, or font of the Marks, or adding or removing any element(s) from the Marks. Partner acknowledge that all rights to the Marks are the exclusive property of Maven and its licensors, and all goodwill generated through Partner’s use of the Marks will inure to the sole benefit of Maven and its licensors. Partner will not take any action that is in conflict with Maven’s rights in, or ownership of, the Marks. Partner may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising, without Maven’s prior written consent. Partner may not use the Marks in any way which, in Maven’s sole discretion, may diminish or otherwise damage or tarnish Maven or its licensors’ goodwill in the Marks.
4. MARKETING AND PROMOTIONAL PRACTICES. In marketing the content, Partner shall (a) conduct business in a manner that reflects favorably at all times on the Marks and the good name, goodwill and reputation of Maven and its licensors; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Maven, its licensors, the Marks or the public; (c) make no false or misleading representations with regard Maven, its licensors or the Marks; (d) not publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material; (e) not engage in illegal or deceptive trade practices such as bait and switch techniques or any other practices proscribed hereunder; and (f) to the extent applicable, comply with all applicable laws, regulations and self-regulatory principles and/or guidelines, including COPPA, CARU, and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising.
5. TERMINATION FOR PUBLIC DISREPUTE. Notwithstanding anything to the contrary in this Agreement, if at any time Partner or an employee or representative of Partner is charged or convicted of a crime or misdemeanor or becomes the subject of public disrepute or scandal that negatively and materially affects Maven or its licensors or partners image or reputation, in addition to any other rights and remedies that Maven may have hereunder or at law or in equity, Maven may terminate the Agreement and cease all distribution of the Assets.
1. INTRODUCTION: OUR FIVE COMMANDMENTS
TheStreet and Maven are committed to producing journalism that meets the highest standards. Our magazine and digital products serve the public: They inform, they delight, they illuminate our world and they help our readers. And each product should reflect TheStreet and Maven’s commitment to quality and to integrity. The reputation of the company, the respect accorded our publications, and the careers of all staffers and to those independent publishers subject to the TheStreet Flagship Affiliate Addendum (together with their employees and/or independent contractors, “Affiliated Independent Publishers”) depend on upholding shared journalistic values. The guidelines set forth here are intended to help our staffers and Affiliated Independent Publishers navigate confusing and sometimes treacherous waters. Both employees and freelancers as well as our Affiliated Independent Publishers are expected to read, understand, and follow these guidelines, and they pertain to all work in on TheStreet websites, on the websites of Affiliated Independent Publishers, on TheStreet website, in other digital applications, and in broadcast and other public appearances (in the case of freelancers, in such appearances related to work published by TheStreet and/or Maven). We recognize that the world and the media landscape are changing quickly, and this document does not pretend to cover every eventuality. Exceptions to these guidelines may arise, but the overarching principles are basic. Consider these the Five Commandments of TheStreet journalism:
- Be right.
- Be fair.
- Be transparent.
- Obey the law.
- When in doubt, or when there is a potential deviation from these guidelines, bring concerns to your editor-in-chief (or a top editor designated by your editor-in-chief) or to a member of the Maven Legal Department.
This policy applies to all TheStreet employees and freelancers while they are on assignment for TheStreet website, and to our Affiliated Independent Publishers.
TheStreet publishers and Affiliated Independent Publishers must in all instances obey the law while gathering the news, taking photographs, or performing other journalistic functions. Proscribed activity includes, but is not limited to, the following: trespassing, illegal eavesdropping or recording of calls, computer hacking, bribery, or stealing documents. (NOTE: TheStreet’s reporting may be subject to the laws and regulations of multiple states and countries. As a consequence, questions regarding what newsgathering is permissible can sometimes be difficult and complex. If you think there may be legal issues, please consult the Maven Legal Department.)
i. Identification: When reporting, it is best practice to identify yourself and your affiliation promptly. Any exceptions—reporting on overheard conversations or witnessed events, for instance—should, when material, be explained to the reader in the published story. This applies as well to online conversations in which those conversing can be identified, such as in chat rooms or on social media. In many such instances, particularly those that involve controversial issues or statements, journalists should go back to the source to verify the information and explain that it will be used for publication. When the participants in an overheard conversation have reasonably presumed they were speaking privately (for instance, in a conversation in a restaurant), it is generally advisable to let them know that they have been overheard.
On rare occasions, when the only way to get a story of importance is to hide your identity, TheStreet’s editor-in-chief or his or her designee must be informed and will (in consultation with the Maven Legal Department) determine in advance whether the strategy is acceptable. However, in no instance do we lie about our identities as journalists when confronted. For instance, if you are attending an event seemingly as a citizen but in fact as a reporter, and you are asked if you are a reporter, you must confirm it.
ii. Notes and recorders: When interviewing subjects or sources, note taking is essential. The better the notes, the better the backup should questions arise later. Many sources welcome the use of a recording device, and to be safe, a combination of written notes and a recorder is usually best.
The laws of many states (including, as of this writing, New York and the District of Columbia) allow one party to a telephone conversation the right to record it without the consent of the other party. However, both parties must be in such a state; for instance, a reporter in New York calling California (which does not allow one-party taping) cannot record the call without the permission of the other party. (If you are unsure of what is legal in a particular state, please consult the Maven Legal Department.) Irrespective of state laws, whenever it’s possible and appropriate, it’s a good idea to let the person being interviewed know that she is being recorded.
iii. Email: Beware emails. They are very hard to delete permanently, easily forwarded, and can be interpreted as incriminating even when they are not. In general, it is hazardous to write any email that would cause you to wince if it were widely distributed, published by a competitor, given to an adversary, or blown up on a large screen for scrutiny at a trial.
iv. Promises to sources: A publication can be sued for breaking a promise to a source. Promises to protect a source’s identity are addressed in subsection 3.iv, below; it is inadvisable to make other promises or representations to a source—such as promising a cover story, positive or favorable treatment, or to share a draft of the article prior to publication. Occasionally, but only with the consent of a senior editor, an agreement must be made; if it is material, it should be shared with the reader. For instance, if a story is not a back-and-forth live interview, but rather questions answered by email; if someone would speak only with a lawyer or publicist present; if certain key topics are determined, by mutual agreement, to be off limits—all should be disclosed to the reader.
v. Quote or copy approval: It is entirely acceptable to agree to read quotes back to sources for accuracy, sense, and context. But such an agreement should not give the source the blanket right to change quotes if you are absolutely certain of their accuracy. Ideally, you will offer to review the basic ideas embedded in the quote with the source rather than a full readback. But, in some instances, the agreement to read back entire quotes can afford an otherwise reluctant source greater comfort in choosing to cooperate.
vi. Embargoes: Usually, TheStreet will abide by general embargoes placed on outside material, such as books for review, government reports or medical studies. If another news organization breaks such an embargo, editors, along with legal, will then determine whether it is appropriate also to break the embargo.
Embargoes directly negotiated with outside parties can, if violated, expose the company to significant liability. All written embargo agreements (including non-disclosure agreements) must be provided in advance to the Maven Legal Department for review, and to an assistant managing editor, director of photography, or higher-ranking editor for approval and signature.
vii. Requests to withhold information: We are in the business of reporting news, not hiding it. If a government or individual asks that information be withheld in the name of national interest, security, or other sensitivities, you should notify your editor-in-chief immediately and, where appropriate, the Maven Legal Department.
viii. Payments to sources or subjects: TheStreet staffers and freelancers and Affiliated Independent Publishers do not pay for interviews. We occasionally pay for items belonging to subjects, including photographs, video footage, etc. Photo credits should make ownership of such items clear to the reader. Any questions about best practices should go to senior management and/or the Maven Legal Department before any agreements are made. At times, we also pay appropriate travel and accommodation expenses to get story subjects together for photo shoots or interviews. All such payments or arrangements must be approved by the editor-in-chief, or a designee.
ix. Travel or other accommodations provided by subjects or sources: Except for such items as holiday gifts of minimal value, our journalists and Affiliated Independent Publishers may not accept gifts, payment, or in-kind emoluments from sources or subjects. In certain special circumstances, such as traveling with a subject on her private plane in order to get closer to the story, we or the Affiliated Independent Publishers must repay the subject the equivalent of commercial airfare. Before accepting any benefits from a subject or a third party, journalists and Affiliated Independent Publishers should consult with their editor-in-chief.
x. Special circumstances: Dealing with minors, the bereaved, the injured Not everyone is savvy or experienced with dealing with journalists, and just because something is gettable does not mean we should necessarily publish it. When interviewing or attempting to interview minors, for instance, it is advisable to receive consent from a parent, even in contexts that appear to be non-controversial; if the subject is in fact controversial, or might cause embarrassment or other difficulties for the minor being quoted, consult the Maven Legal Department before publishing. Whether parental consent is required by law depends, in part, on where the interview took place and other specific circumstances. Be aware that schools, camps, and other institutions do not necessarily have the right to give consent on behalf of parents.
Interviewing victims of crimes, the bereaved, or the injured likewise should be handled with caution. Consider the subject’s sensitivity—or if the subject has even been informed of another person’s accident or death. Under no circumstances should the names of victims be published until family members have been notified.
i. What you may use: Information obtained illegally by TheStreet employees or freelancers or by Affiliated Independent Publishers may not be used in TheStreet publications or websites, or the publications of Affiliated Independent Publishers. Any information obtained by illegal means may subject reporters or Affiliated Independent Publishers, as well as the company, to legal action. This includes information obtained through trespass, phone hacking, wiretapping, theft or bribery.
In addition, some legal statutes make possession of certain information a crime, whether or not the reporter himself obtained the information through unlawful means. If you are offered or receive information you believe is classified, or subject to a court-imposed gag order or the like, you must raise the matter with your editor and the Maven Legal Department as soon as possible to determine whether, and/or how to publish the information. This includes but is not limited to grand jury reports, trade secrets of a corporation, or information governed by a confidentiality agreement. The fact that a third party has broken the law in providing documents or information will not necessarily prohibit publication of the information; all such determinations are made by the editor-in-chief, in consultation with the Maven Legal Department.
However, in no circumstances is it appropriate to induce a source to break the law to offer up such documents or information—that is, for a journalist to suggest that a source take confidential documents out of an office or download classified files and bring them to the journalist, thus becoming a part of the taking.
ii. Verification of sources: Occasionally, information will come into the company or to an Affiliated Independent Publisher anonymously—via a telephone tipline, for instance, or via someone who drops off photos or a video, or showing up on Twitter or other forms of social media. All efforts should be made to verify independently the source of all information, particularly that the person calling or tweeting is who she says she is. If you cannot ascertain the accuracy and the provenance of such material, it should not be published.
iii. Terms of the interview: For all stories the goal is the same: To rely, whenever possible, on clearly named and identified sources. The more the reader knows about the source of the reporter’s information, the better the reader can evaluate the accuracy and fairness of the information offered. For all interviews, TheStreet employees, freelancers and Affiliated Independent Publishers are expected to have clear and ongoing conversations with sources about how that source will be identified, trying always to get as specific an ID as possible. Except in those instances where a journalist has a long-established relationship with a source and a clear understanding of the terms of any interview, avoid using terms like “not for attribution,” “off the record,” “anonymous,” or “on background” with sources. These phrases have different meanings for different people. Instead, discuss with the source the terms of the conversation: whether he will be named, whether she is offering information that you can print, etc. When the source absolutely refuses to be named, reporters must make every effort to negotiate the specific terms on which he can be identified that both protect the identity, but also signal to the reader the position and bias of the speaker. (“A senior Congressional source” is not a useful ID, nor is “a friend,” or “someone in a position to know.” Preferred alternatives: “A member of the staff of a ranking Democrat,” “a close family friend,” or “someone with approved access to board deliberations.”) Additionally, if this source is quoted elsewhere in the same story, the descriptive attribution must be identical to that attached to the original quote.
iv. Using anonymous sources: The company does recognize that the use of unnamed sources is often necessary; many important stories could never be published without such help. When a person insists on anonymity, the reporter should take a step back. Would a different line of questioning perhaps lead to the source’s agreement to go on the record? Would the source agree to being identified if the reporter is able to get confirmation from other, named sources? Consultation with one’s editor should begin as soon as the possible use of anonymous sources arises, and should be ongoing throughout the process of preparing an article for publication. Reporters and editors should always make every effort to validate the person’s information from other sources. It is preferable to paraphrase quotes, rather than publishing full quotations, from unnamed sources; with a paraphrase, the content can potentially be verified by multiple sources should legal questions arise, whereas a quotation has only one possible source. Example: “A witness said he saw Sandusky in the shower room with a boy engaged in what appeared to be rape” is preferable to “ ‘I saw Sandusky raping a 10-year-old boy in the shower room,’ says a member of the Penn State coaching staff.” It is against TheStreet policy to allow individuals the cloak of anonymity when making accusatory, potentially defamatory, or otherwise critical statements about other individuals. If the preponderance of reporting indicates that the comments of an unnamable source are in fact correct, either find someone to say it on the record, or put it in your own words. Example: “Pelosi has threatened to withhold campaign funds from at least one member of the caucus if he did not vote with her on the bill” is preferable to “A House Democrat said, ‘The Speaker threatened me and said I wouldn’t get any campaign funds if I didn’t vote with her.” Even though a reporter may eventually agree to protect the source, every unnamed source must be known to an editor; sensitive cases must be brought early on to the editor-in-chief, who in some cases may be the only individual, other than the reporter, who knows the source’s identity. Only the editor-in-chief may waive the requirement that the identity of every unnamed source must be known to an editor. The editor-in-chief will, in consultation with others as may be appropriate under the circumstances, make a final decision as to what may or may not be published. The responsibility for this communication goes in both directions: The reporter must alert his editors early in the process about possible anonymous sources; editors must remember to check in and ask about the reporter’s sources. All news organizations are subject to the law—and for highly sensitive stories, journalists should make this clear to their sources as part of their ongoing conversation/negotiation with the source. Although journalists enjoy some legal protection from being compelled to testify about their newsgathering activities and the identity of their sources, we know that the privilege is not absolute. Please consult a senior editor or the Maven Legal Department as questions arise. Please also keep in mind that reporters and editors should be extremely careful about how and where they store information that might identify an unnamed source. Most electronic records, including email, can be subpoenaed and retrieved in litigation. Moreover, such electronic records are almost impossible to erase or delete. In addition, hand-written notes can also be the target of a subpoena served on the company, and it can be very difficult to convince a court that a journalist’s notes or other work product do not belong to the company.
4. FROM REPORTING TO PUBLICATION
i. Transparency: In the writing and editing of all stories, it is vital that we review copy for fairness, for accuracy, and for possible bias of all kinds. Transparency is key. Whenever possible, we should avoid even the appearance of conflict: a reporter whose spouse works for an oil company shouldn’t be covering the oil industry.
Reporters in business-financial news regularly work with sensitive information that affects financial prices. Because of that sensitivity, they are subject to additional and stricter requirements. Our rules are simple, do not take advantage of any inside information for personal gain and avoid any profit seeking opportunities that are not compatible with the independent role of a business journalist. To avoid real or apparent conflicts of interest in the coverage of business and the financial markets, avoid any practice that might compromise or appear to compromise objectivity or fairness. All members of TheStreet staff are required to disclose their financial holdings and investments to the assistant managing editor and to comply with the Maven Investment Policy.
You should never let personal investments influence content and you should disclose relevant investment positions to the public.
At all times, we should clearly state staffers’, Affiliated Independent Publishers’ and sources’ affiliations or relationships wherever those relationships could be considered material by a reader. This includes, but is not limited to, familial, political, and business ties. The more a reader can understand about a reporter’s, or a source’s, own biases and decision-making processes, the greater the overall trust the reader can have in the story and the publication. For example, when covering a book written by a staffer or former staffer, TheStreet connection should always be noted. If a source studying obesity has previously accepted money from a fast food manufacturer, that connection should be made clear.
ii. Opposing viewpoints: Keep in mind that there is always more than one viewpoint. If the subject denies an allegation, that denial should be noted in the published article. We expect our reporters to remember this basic principle, but occasionally they do not; it is vital that editors, too, read carefully for such opposing viewpoints or denials. Additionally, a person or group under attack may refuse to discuss its views, but TheStreet should make every effort (and document those efforts) to get that side of the story, even if a refusal is a foregone conclusion. It goes without saying that journalists should always keep an open mind, and that fairness is at all times a cardinal virtue. But it is worth noting that certain steps taken to ensure fairness can also make your reporting substantially more effective. When calling a potentially hostile source or subject, it is often wise (as well as fair) to be as specific as possible, especially as deadline approaches. When, for instance, writing about someone whom you believe has cheated on his résumé, your first instinct may be to say, “I’m a reporter from TheStreet; please call me.” However, you may be much more likely to get your call returned if you say, “I’m a reporter from TheStreet. We’re doing an article that may include assertions that your résumé contains false assertions about your education and previous jobs. Please call me.” Similarly, it is often appropriate to let people know what an article may say about them prior to publication, especially if they’ve previously told you they will not comment. Such disclosure will frequently lead them to change their minds and comment after all; additionally, it’s simply fair to let them know what’s coming. Such efforts at fairness may also be useful in our defense should the person later contemplate or initiate legal action.
iii. Information reported by others: In this age of media aggregation and instant global reporting, information gets repeated and quickly begins to appear as fact. Just because something has been out there “everywhere” doesn’t mean it is true. Go back to the source or story subject and see if she has a comment, denial, or clarification, or if her thinking has changed since the initial reports. When using material taken from another news organization or similar source—all quotes, as well as unverifiable assertions of fact—be sure to cite the original source in the article. (See also “Attribution,” subsection 4, iv.) But bear in mind: repetition or republication of a libelous statement is itself a libelous act. (For a detailed discussion of libel and defamation laws, see Section 7.)
iv. Attribution: Information taken from another news outlet poses a different problem. When other news organizations break news and we follow, we give credit to the originating source. How to know when to do it? Put yourself in their place: if we had broken the story, would we deserve credit in other news media? Similarly, when aggregating content on the web, apply the same standard: would you expect a similar amount of our material to be properly credited if aggregated by another news organization? For quotes, if a statement was made in public, as at a State Department press conference, and reported by responsible news organizations without disagreement, then it is fair to run the quote. However, if the statement was made in an interview conducted by someone working for another news organization, the quote should be attributed to the source from which it was taken, or checked with the individual who said it. It may not be advisable to ask the person, “Did you make this statement?” An alternative approach would be to ask the source if the article from which the quote was taken was accurate. If the response is an unqualified yes, the quote is acceptable; if no, find out which statements are incorrect. In general, follow the golden rule of attribution: attribute generously, as you would have others attribute unto you.
v. Private lives of private figures: Take special care with pieces involving the private lives of private people. When working on a breaking story in the heat of the moment, do not let eagerness for the “get” or the “gotcha” quote or detail take precedence over cool thinking about what is essential to the story, and what a story’s possible repercussions may be. Exercise caution, think ahead, and ask hard questions: Is the information relevant to the main themes of the story, or just gossip? Suppose the named suspect or “person of interest” in a crime turns out to be innocent. Should such a person’s private life be fair game for investigation, especially if no charges have been brought? Similarly, does the victim of a crime want her name to be revealed? Also, as stated above, for every story involving minors, crime victims, and the bereaved, bring an editor into the loop for an extra read.
vi. Private lives of public figures: When asking the question or putting the detail into print, take a moment to consider the relevance of the information. Is a politician’s sexual orientation meaningful in the context of your story? Are actions or affiliations from the distant past still important? These details may, for example, serve to point out a candidate’s hypocrisy on an issue, or they may simply be private. Weigh these questions thoughtfully.
vii. Statistics: Be sure to secure the latest available statistics, and in all instances cite the date of the research (in most cases, except for polling on current issues and candidates, the year of the research should suffice). Be wary of relying upon such outdated sources as last year’s annual corporate report; a company may have sold properties, acquired new ones or even changed its name. Also be sure that statistics are used in context and not manipulated to prove a point. Understand the difference between absolute statistics and relative statistics. Saying that someone’s blood test revealed he was .02 points over the legal definition of drunkenness (an absolute statistic) may seem minimal; but if the legal definition of drunkenness is .04, saying he 9 was 50 percent over the legal definition (a relative statistic) leaves a very different impression. Similarly, if unemployment in one month is 5 percent and the next month it’s 7 percent, unemployment has not increased by 2 percent – it has increased by 40 percent. Sets of figures within a story should be double-checked against one another to be certain that the whole does not differ from the sum of its parts.
viii. Stories involving products and quotes from experts: Full disclosure is always best practice. If a celebrity recommends a specific lipstick, but is also a paid spokesperson for the brand, the reader should be informed. If a researcher is receiving money from an interested party for her research, the connection should be disclosed. Similarly, if a person commenting on a product or a study has a relationship with a competitor, that should also be disclosed.
ix. Plagiarism: Passing off another person's work (or part of a work) as your own is plagiarism. With the proliferation of online sources, the potential for plagiarism has risen; so, too, has the ability to do a search and make sure you have not inadvertently plagiarized. Plagiarism is grounds for termination.
x. Fact-checking and Quotations: A story has many facets, but unquestionably the most important is accuracy. In its most elementary sense, accuracy involves getting all the facts correct - names, ages, places, dates, statistics. Nothing should be assumed. Take the attitude that every fact could be wrong. Beyond that, examine all the material and make sure that the conclusions follow from the facts. Caption material, headlines, table-of-contents items, and layout elements must also conform to the facts.
Generally, even though one editorial staffer may be assigned the primary responsibility for the accuracy of a story, all editorial staffers are responsible for accuracy. Good checking involves more than just spotting errors. Think about the meaning and ask: Is this true within the framework of the available information? Before the final copy is published, it should be reviewed again by those who wrote and checked the story.
Some stories are “self-checked,” that is, checked by the writer of the story (who may be a correspondent in the field). In such cases, the writer is responsible for the accuracy of the story, although a copy editor will often provide checks of proper names and the like.
When checking facts or quotations with primary sources, make every effort to give the person or institution you are calling an adequate amount of time to respond. Too often, checking calls are made so close to deadline that they can be unfair, careless, or simply rude.
There are many resources at your disposal where you can either verify or dig out facts, figures and background information, including electronic databases. Public relations departments can be valuable, but since they are being paid to put their clients’ interests in the best light, you should be wary about using them as the only source for a fact.
Primary or “red-check” sources should be used wherever possible. A red-check source is considered as close as possible to infallibility. Red-checks can be found, for example, for most historic dates, geographic locations, universities and colleges, houses of worship, book titles, drugs, government agencies, company names, biblical quotes, Shakespearean quotes, trademarks and many proper names.
Secondary or “black-check” sources, while not so clearly defined, include a correspondent’s file, a phone interview with a source, a clip from a responsible publication, a wire service dispatch, and a press release. Still, wherever possible, it is desirable to have at least two black-check sources in agreement before approving a fact. When there is a discrepancy between blackcheck sources, the conflict must be resolved as judiciously as possible, using available sources, local sources or rechecking the original source. In instances when discrepancies cannot be resolved, be careful not to choose the one that conforms most readily to the writer’s intent. Either delete the “fact” in question, or inform the reader of the disagreement between sources.
Quotes should be accurate. If edited or cut, there should be no alteration of the meaning or the context. If a quote is paraphrased, it should not be in quotation marks. Grammar and spelling may be corrected, but not if such correction alters the reader’s sense of the person being quoted—if, for instance, a person’s speech is riddled with grammatical errors. It is unacceptable to add or delete a word or phrase that alters the meaning. If the direct quote contains checkable facts, like an historical date, financial figures or a scientific theory, these references should be checked for accuracy with independent sources. When incorrect, do not alter the quotation; either do not use it, or cite the discrepancy in the text.
xi. Editorial disagreements: The editor-in-chief should be informed of any significant disputes pertaining to the content of an article. Staffers or Affiliated Independent Publishers who disagree with decisions concerning an article are encouraged to express that dissent. The basis of the disagreement -- e.g., that a fact has been misstated, that a material fact has been omitted, that the interpretation of facts is faulty, that the article violates aspects of this policy -- should be clearly stated, preferably orally rather than in writing, in order to ensure prompt communication and attention to the problem.
The editor-in-chief, who is responsible for the final decision, must carefully consider the objection. The dissenter may not always agree with the final decision, but it is important the objection be fully vented, the differing opinions explored, and the objection dealt with on the merits. Each publication should be sure that writers and editors feel that their dissent can be heard, and brought further up the chain of command if necessary. In the event an editor overrules the individual who is otherwise responsible for the content of the particular story, the editor shall be responsible for any resulting error, or any deviation from the standards expressed in this document or other TheStreet policy statements.
xii. Display type and captions (for more on photography, see Section 5):
Give heads, captions, cover billings, pull quotes, digital display, contents items and text-as-artwork the same care as that given the story.
In writing and checking these elements, be sure that each represents fairly and accurately the text and does not mislead the reader about the content of the story. If you become concerned about any of the above, alert your supervisor or the Maven Legal Department. Photographs should be given as much consideration as the text. A photograph may unwittingly suggest that the person(s) pictured exemplifies the subject of the story, which can result in claims for libel or invasion of privacy. Be sure to view text elements and photographs together as a whole. Cases of mistaken identity can be embarrassing and lead to legal challenges.
Text-as-artwork, i.e. words that are used as or appear within an illustration, must also be checked. Passages of text overprinted on a picture or running around a photograph are as much in need of accurate checking as stories and picture captions. Screen shots should be used carefully, following the rules of fair use; a caption or text in the story should explain what the shot is and why we are using it to illustrate the piece.
Be careful to check that late changes in the text of a story do not make the heads, captions and cover billings misleading or inaccurate.
5. PHOTOGRAPHY The standards of fairness, accuracy and overall integrity apply to the obtaining and use of photographs as well as words.
i. Sourcing: Just because an agency or a source gives editors a photograph does not mean it is legal—or right—to use it. The person supplying the photo may not own the copyright. Photos must also have been obtained legally to the best of the editors’ knowledge; we do not use pictures shot by someone who is trespassing or otherwise breaking the law. Even if the photographer was on public property, if the subject does not know he was being photographed, editors should use special care using that picture. For instance, we might run a picture of someone leaving a nightclub, or a meeting at the White House. But unless we have been invited to do so, we generally do not, for instance, publish a picture of a celebrity waiting to pick his children up at school if that picture would reveal the name or location of the school, thereby exposing the child or the school.
Social media sites pose a new set of challenges for photo editors. Consult with TheStreet’s director of photography and with the Maven Legal Department before using photos that appear widely available or disseminated via sites such as Facebook, Twitter or Instagram. Standard practices about rights, permissions, and “fair use” apply to these images as well.
When the photos include minors, are there identifying details that should be removed for their protection? In photographs of celebrities’ children, for instance, it may be prudent to blur or obscure the name of the schools they attend. Photo editors must obtain releases for identifiable minors photographed in a private setting.
And even with adult subjects, examine carefully any incidental people in a photo; what is their expectation of privacy? Does the caption accidentally place them in a false light?
ii. Stock photos: The same standards above apply equally to photos we purchase from photo agencies as to photos we commission ourselves: pay attention to the context in which the photo was shot, and make sure the context in which we are using it is appropriate.
iii. Altering photos: It is good practice to consider the overall intent of a photo. News photos must never be altered without explanation. When photos are altered for editorial purposes—to make a photo illustration, or for comic effect, for instance—readers should be so informed. A photo credit reading “Photo illustration by NAMETK” is usually sufficient.
iv. Graphic or violent images: Consult with the managing editor before using photos of dead bodies or other especially disturbing or violent images.
When a story receives a challenge, take that challenge seriously and deal with it promptly. When an error has been brought to our attention and confirmed, the record should be corrected as soon as possible, generally by the person who checked the story. If misstatements of fact or other errors are brought to our attention by lawyers, or when the request is accompanied by the suggestion that the complainant may be consulting or has consulted a lawyer, the editor-in-chief and the Maven Legal Department must be notified immediately.
Obviously, material corrections that may affect the reader’s understanding of a published piece take precedence over such matters as incorrect middle initials or the like. In general, as soon as a challenge has been received, notify a ranking editor. Investigation may show that no error was made. If, on the other hand, there is an error, it should be taken care of quickly—with a correction appearing in whatever medium the error occurred (print, online or both) and with a response to the person who pointed out the error. Online stories can be corrected by changing the text online. However, whenever that is done, a note must be appended to the story indicating that the text has been corrected.
TheStreet does not take down or “unpost” articles or photographs that we have published digitally (this does not apply to self-posted reader comments). The editor-in-chief may suspend this policy in rare instances involving copyright infringement, the rights of minors, or other legal issues.
7. CERTAIN LEGAL ISSUES
It is the responsibility of all TheStreet employees and freelancers and Affiliated Independent Publishers to be on guard against publishing material that would expose the company to legal liability. It is the responsibility of those who edit and check a story to make sure that any potentially troublesome story—or late change, headline, photo caption or other element that might make an otherwise innocent story suspect—is brought to the Maven Legal Department’s attention.
Although there are numerous legal restrictions placed on the press, journalists need to be particularly familiar with three areas of concern: libel, invasion of privacy and copyright infringement. The following brief discussion of those problem areas will help you to recognize that a story you are working on may involve one of them. If you detect such a problem, you should contact the Maven Legal Department.
In addition to becoming familiar with the issues outlined here, we recommend that the editor-in-chief schedule annual information sessions for the staff with the lawyers overseeing TheStreet to go over legal basics, pitfalls particular to each title, and the changing legal landscape.
i. Libel: Libel is generally defined as “a statement in writing concerning any person which exposes him to hatred, ridicule or contempt, or which causes him to be shunned or avoided, or which has a tendency to injure him in his office, profession or trade” -- and, in all instances, which is also false. A publication may be responsible for the libelous content of every statement on any and all platforms, including print, online and on tablets, including quotations and statements attributed to others, including other publications. This may also be the case regarding statements made by our journalists in other media, including television and radio.
The term “person” includes not only living persons but corporations and other forms of business and noncommercial associations as well. However, under U.S. law a dead person generally cannot be libeled.
Libel may arise through the publication of a humorous statement. It is also possible to libel someone through a combination of text and headlines, text and illustrations, or headlines and illustrations, if a reasonable reader would conclude from the combination that a defamatory meaning was being advanced.
In all cases of libel, the defamatory statement must be understood to refer to a specific person or persons. Even though an individual is not named, a statement may be “of and concerning” him or her if other sufficient identifying information is given. Statements applying to a large and indeterminate class of persons may not be defamatory because they are held not to be applicable to any single individual. For example, “Brunettes are more likely to be criminals” is not defamatory (though it may be wrong!).
ii. Defense against libel:
Truth is the best defense.
A second major defense, available only in the U.S., is the “constitutional” defense. This applies against “public officials” and “public figures,” the latter being people who have “pervasive fame or notoriety” within the community or who “thrust themselves to the forefront of particular public controversies in order to influence the resolution of the issues involved.” The constitutional defense prevents such individuals from recovering for libel unless they can prove a defamatory statement was published about them with “actual malice,” which means publishing defamatory information with knowledge of its falsity or “reckless disregard” (serious doubts) as to whether it was true. Reckless disregard may be inferred when a defamatory story is based entirely on an unverified anonymous telephone call, or when there are obvious reasons to doubt the veracity of the source, or when a story contains allegations so inherently improbable that only a reckless person would put them in circulation, or when a journalist purposefully avoids interviewing someone who is readily available and who has firsthand knowledge of the truth or falsity of the charges.
“Fair reports” of the official proceedings of government (executive, legislative and judicial) are protected against libel suits, even if an otherwise defamatory statement about someone is printed in such a report. To be “fair,” a report must be balanced. For example, when a person is arrested for a crime, such a fact may be reported as a fair report. But if the arrested individual has pleaded innocent, it would often be necessary to include the plea of innocence or other subsequent exculpatory information in the story in order to characterize it as a fair report.
Statements of opinion relating to matters of public concern are generally protected, as long as they do not imply facts that are provably false. Similarly, reviews of artistic works such as paintings, literature, plays, motion pictures and the like may be privileged from libel suits even if they contain severely critical statements about the particular work and artist being reviewed, as long as the scope of the critical statements is restricted to the aesthetics of the work presented.
iii. International libel law—and why it matters: TheStreet operates under U.S. laws concerning libel, privacy, and other related issues. However, American libel law is significantly different from that of other countries. For instance, magazines published in Great Britain and most British commonwealth countries are also subject to contempt-of-court laws that are unfamiliar to American journalists. These laws generally prohibit the publication of information, even if it is true, that has the tendency to prejudice a future or pending trial. Because these laws are unlike anything that exists in the U.S., the Law Department should be given early warning of stories about British or British Commonwealth cases so that foreign counsel can be consulted as needed.
If you recognize a possibly libelous statement, contact the Maven Legal Department. In no instance should a story involving a potentially libelous statement be closed without checking with the Maven Legal Department.
iv. Invasion of privacy: There are three types of invasion of privacy with which journalists should be familiar. First is the right to be free from physical intrusion. Journalists do not have a special privilege to trespass into a person’s home, office, club, hospital room or similar zone of privacy, even in the pursuit of news. As a general rule, access to these areas is by permission only.
If a photographer on assignment for TheStreet or an Affiliated Independent Publisher is assigned to take photographs within private premises, photo releases should be obtained from the individuals who are being photographed, unless the photographs are being taken in connection with an interview of an adult subject. In some instances, when obtaining releases is for some reason impractical, photos should not be used unless the Maven Legal Department indicates that a release will not be necessary.
A second form of invasion of privacy can occur if someone gives publicity to another person that places that person in a highly offensive “false light” before the public -- for instance, illustrating a story on embezzlement with a photograph of an uninvolved or otherwise innocent person handling money. The concept of false light is similar to that of libel in that a false statement is involved. However, the statement falls short of libel because it does not hold the subject up to ridicule but instead to embarrassment that would be offensive to a reasonable person. As with libel, truth is the best defense.
The last relevant type of invasion of privacy is one in which the public disclosure of private and embarrassing facts may, even though the facts are true, give rise to an invasion of privacy. The courts acknowledge that the revelation of an intimate detail concerning a person, made in the course of a news story or a general-interest story as a legitimate attempt to illuminate or explain a matter of interest to the public, will be exempt from this sort of invasion-of-privacy claim. However, the courts have said that if the intimate fact disclosed would be “highly offensive” to a reasonable member of the public, or if the publisher in revealing the fact was indulging in “morbid and sensational prying for its own sake,” then there may be an actionable invasion of privacy -- for instance, a gratuitous disclosure of a gender change in a story about the victim of minor theft.
Courts are particularly sensitive to the privacy interests of children. It may be necessary to disguise the identities of children in some cases; seek guidance from the Maven Legal Department if there is any doubt.
v. Copyright and fair use: TheStreet’s copyrights are among its greatest assets. Valuing our own copyrights as we do, we need to be respectful of the copyrights of others.
Copyright laws protect the “writings” of “authors,” which include not only written works but photographs, illustrations, sculpture, music, audiovisual works, architecture and computer programs. Ownership of copyright is distinct from ownership of the physical copy of a work. The basic right given to the copyright proprietor is to control the copying of his or her work.
However, the “fair use” of a copyrighted work for purposes such as criticism, comment and news reporting is a defense against infringement. Whether a particular use of a copyrighted article, photo or illustration without permission of the owner is a fair use depends upon the circumstances of the particular case. Generally speaking, the fair use doctrine is applied less frequently to unpublished works than to published ones.
Copyright laws protect only the concrete expression of the author, photographer, or artist, and not the underlying ideas or concepts. Thus, a journalist is generally free to synthesize the underlying news and facts from other news reports, as long as he or she rewrites the facts in his or her own style and does not appropriate the wording of another reporter. But a new “original” work based too closely on an earlier work, like an artist’s rendering of an existing photograph, could possibly be an infringement. Even setting up a similar scene for a new photograph (for example, a kissing sailor and nurse in Times Square) might be an infringement of the original photograph.
Although there are no legal specifications giving the exact amounts of a work that may be quoted without the author’s permission, it would appear, at least with regard to published works, that three or four lines of the average-length song, 250 words of the average-length book, and 20 to 30 words from the average-length newspaper column would be permissible under the fair use doctrine. It may be harder to make a fair use of entire photographs and illustrations since the “amount and substantiality” of the original work used in the new work is one of the factors considered in the fair use determination.
Parodies are generally considered a fair use, and so it might be a parody to change some element of a famous work in creating a new work. But to be protected as a parody the new work should be a commentary on the underlying work, and should use the minimum amount of the original work necessary to convey a sense of the original.
Because fair use is determined on a case-by-case basis, the Maven Legal Department should be consulted if you have any questions about whether the rule applies and whenever you intend to rely on it as a defense.
ADDENDUM: WHEN TO ALERT MANAGEMENT
TheStreet employees and freelancers and Affiliated Independent Publishers owe TheStreet and their managers a degree of transparency and fair treatment; “no surprises” is a good policy and will enable your editor and the company to back you up in the event of a complaint or threatened legal action. Whenever you have questions, take them to a superior. In addition, there are circumstances in which you are required to alert your editor-in-chief or a designated deputy, and he or she may then inform his or her superiors or the Maven Legal Department. Most have been covered in this document, but to reiterate, informing the editor-in-chief or a designated deputy is required in the following instances:
• Use of anonymous sources
• Suspicion or belief that information you have may have been obtained illegally by a source • Threat of legal action by a source or a story subject
• Decisions regarding payment for photos, videos, and the like
• Plagiarism or suspected plagiarism
• Agreement to stick to an embargo or hold back information—or the alternative: a decision to break an embargo
ADDENDUM: SOCIAL MEDIA GUIDELINES
We all use social media in our professional and personal lives. Below are the practices and guidelines for the use of social media platforms by TheStreet staffers and freelancers and Affiliated Independent Publishers. In addition to the practices and guidelines below, please consult Maven’s Social Guidelines for social best practices on an ongoing basis as they may change from time to time during the term of this Flagship Affiliate Addendum.
1. The Basics
i. Please remember that as an Affiliated Independent Publisher your social media posts reflect on TheStreet.
ii. Be responsible and respectful: dishonorable content such as racial, ethnic, sexual, religious, and physical disability slurs are not tolerated.
iii. Honest discourse: If engaging with a follower regarding a story/video/content, please be respectful when replying. Please avoid personal attacks on readers.
iv. No doxing will be tolerated.
v. If you make a mistake on social and need advice on how to remedy, please contact the appropriate editor.
vi. Do not disclose personal or internal information on social media.
vii. Be cautious discussing topics when emotions run high. Just like you would with a reply email, take time before pushing “Tweet.”
viii. Proper copyright and reference rules should be observed when posting on social. Please don’t natively post videos or photos on social that belongs to someone else without their written consent. For photos, do not post photos found on the web or from a wire service. Please use appropriate photo licensers when selecting photos.
2. The Platforms
· When posting your work on Twitter: less is more, keep your tweets brief but be economical in your word choice. Take a few minutes to craft your tweet.
· Use content with your tweet when sharing your posts/stories. Carefully select an image (landscape works better than portrait size on Twitter).
· Your website account vs. personal account: If you have a large and deep following on your website account, you should pursue that. If not, build up your personal page and treat it as if it is your website page.
There’s massive potential on Instagram for journalists to grow their audience.
· Between the IG feed, IG stories and IGTV, there are three different portals for you to post on Instagram.
· In the feed, you can post content that promotes your work or content that helps you boost engagement with your audience.
· In story, you can give your followers a look into your daily life and you can also post your work and include a link with the swipe up feature (if you’re verified. If you’re not, we can see if you’re eligible).
· IGTV is for longer videos (over one minute). It’s a more user-friendly experience than IG feed because users can fast forward and rewind.
· For IG and the other platforms, it’s important that you’re authentic and true to yourself.
· Due to algorithm changes that began in January of 2018, Facebook is harder to navigate as an individual with a “page” and much easier as a brand (a Facebook page is different than a Facebook personal profile)
· More than ever, Facebook has favored large pages that have had a following for a long period of time and therefore have made it extremely hard to build a new page from scratch.
· Here’s how the algorithm works: Users see posts based on Facebook’s secretive rankings. Depending on what content the user has engaged with or clicked, Facebook creates an individual profile and shows posts from friends and large brands based on that data.
· Our advice: If you have a page with 5,000 or more followers already, we recommend posting your best work on your Facebook page*. If you don’t have a Facebook page, it’ll be better to focus your time and energy on Twitter and Instagram.
3. Best Practices for TheStreet Channels
· Channel bios should include channel name, subject covered, and link to channel
· Tease/drive external social to channel with article previews and a link to the article
· Live blogging should be done in an article, not on social media
· Use video soundbites directly to social as teaser for full video/article
· Post related links into larger social media conversations, not just your own feed
· Share social media posts from TheStreet and fellow Mavens when related
· Follow engaged users on related accounts for the purpose of increasing your audience. Follow, Follow-back.
Content Inappropriate in All Cases
• Ads for “R” or “NC-17 rated movies
• Ads for “TV14” or “TVMA” TV programming
• Ads for “M,” “AO” or “RP” video games.
• Content that could frighten or upset young children or the parents of young children
• Adult oriented prescription drugs or over the counter medication, vitamins, and dietary supplements
• Liquor of any kind (hard, beer, wine)
• Drugs (marijuana, etc.)
• Sexually explicit images (any pornography, etc)
• Suggestive or revealing images (bare midriffs, legs, etc)
• Potentially slanderous or libelous content
• Bad language, proxies for bad language (X@#%!), or noises related to bodily functions
• Sensationalism (killer bees, gossip, aliens, scandal, etc.)
• Unsubstantiated or false claims
• Misleading language
• Graphic violence (including certain types of game sites) unless approved by Maven on a case by case basis
• Guns (e.g., firearms, bullets, etc.)
• Death (e.g., funeral homes, mortuaries)
• Any content or service that violates applicable laws, rules, regulations or infringes or assists others in infringing intellectual property rights
• Content that is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or other protected category
Content that Must be Reviewed and Approved by Maven on a Case-by-Case Basis
• PG-13 movies and T-rated games
• Products with a “keep out of reach of children” label
• OTC (over-the-counter) medication
• Prescription drugs, vitamins, dietary supplements, and diet/weight-loss products
• Caffeinated beverages
• Product pricing featured on ad creative
• Unreasonable or highly unlikely product or service claims
• Double entendres
• Controversial topics (social issues, etc.)
• Cartoons or other characters
• An implied affiliation or favored status with Maven, TheStreet, or an Affiliate of any of them
• Unauthorized or unapproved use of Maven, TheStreet, or an Affiliate’s creative assets
• Involves a direct business competitor of Maven or any of its Affiliates
• Involves an advertiser in a category where Maven or an Affiliate of Maven has previously granted exclusive rights to another party
TheMaven, Inc. Investments Policy
The Maven Investments Policy is effective as of January 1, 2020, and governs all employees, content partners and independent contractors of TheMaven, Inc. (“Maven”), from and after that date. This policy also applies to all freelance writers and researchers who contribute or participate in the publication of articles, research and other written or electronic communications on behalf of Maven, including those of its affiliated publications, from and after January 1, 2020. This policy also governs those independent publishers subject to a Flagship Affiliate Addendum with Maven (together with their employees and/or independent contractors, “Affiliated Independent Publishers”).
The term “Covered Person” refers to each of these persons, together with Maven’s directors, officers and employees. This policy uses the term “security” to describe any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in real property or mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Without limiting the generality of the above description, a “security” includes any digital token representing an exchange of value redeemable in or exchangeable for any fiat currency, or any cryptocurrency or other digital representation of the incurrence of a monetary obligation or the right to receive a unit of currency, when issued other than by the central bank of a nation.
References in this policy to “you” and other second-person pronouns apply to Covered Persons. The term “Securities Laws,” when used in this policy, refers collectively and severally to the Securities Act of 1933, the Securities Exchange Act of 1934 (“Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the securities and Blue Sky laws of each state, in each case as amended and including, in each case, the regulations adopted under such statutes.
The purpose of this policy is to avoid actual and perceived conflicts of interest, promote the highest standards of journalistic integrity, and assure compliance with the Securities Laws. Compliance with this policy is mandatory for all Covered Persons and a violation is grounds for disciplinary action, up to and including termination of your employment or your Partner Agreement or other independent contractor relationship.
At the same time, Maven recognizes the legitimacy of your interests in promoting your own wealth and that of your family through the use of long-term investments and investment strategies. This policy therefore is intended to balance Maven’s need for legitimacy as a media resource and to promote credibility of its reporting, research and advisory services, on the one hand, against Covered Persons’ legitimate investment and business expectations, on the other hand.
Further, because certain aspects of this policy are intended in part to promote compliance with the Securities Laws, some conduct that violates this policy also may violate the Securities Laws, and also may violate federal wire fraud, mail fraud, anti-money laundering, and other federal and state statutes or regulations, many of which carry criminal penalties. It is Maven’s policy to cooperate fully with any agency investigation relating to alleged or suspected violations of applicable laws, and we disclaim any obligation to protect information that we believe or reasonably suspect constitutes a violation of such laws. If you have questions about this policy or about transactions, relationships or conduct that might give rise to a violation of this policy, you should direct your questions to the Chief Operating Officer at [Email/Telephone]. We strongly recommend that you raise these questions prior to engaging in any transactions in securities.
This policy applies to beneficial ownership of tokens and other securities that are “beneficially owned” by Covered Persons or by persons or entities with whom a Covered Person has a significant relationship. Except as specifically outlined below, “beneficial ownership” is determined in accordance with Section 13(d) of the Exchange Act, but generally the term refers to the legal or practical ability to acquire or dispose of a security. This ability can arise in a variety of ways, including outright purchases and sales of securities but also including contracts that convey a right or obligation to acquire or dispose of them. Further, you are generally deemed to have beneficial ownership of a security if you serve as a fiduciary to, or own an interest in, any partnership, limited liability company, corporation, trust or other entity that owns that security, unless you can readily demonstrate that you lack the legal or practical ability to cause the entity to acquire or sell the security.
Further, beneficial ownership is imputed to a Covered Person for purposes of this policy when a security is owned (including indirectly or by virtue of a contract right or obligation) by a member of your immediate family. An immediate family member includes your spouse or domestic partner, as well as your parents, children and siblings, any person who resides in your household, and the spouses and domestic partners of each of those people. So, for example, if your adult son living at home is an officer in a corporation that owns a security, beneficial ownership is imputed to you for purposes of this policy. While there may be exceptions to these indirect ownership rules, the exceptions are quite limited and you should speak with Maven’s Chief Operating Officer if these circumstances apply to you.
For purposes of clarity, passive ownership of an investment interest in, or a security issued by, a mutual fund, pension fund, hedge fund, private equity or venture capital fund, does not convey beneficial ownership of the securities held in any such entity.
Information about a security or its issue that is material and nonpublic, whether obtained for journalistic purposes or otherwise, may not be used by any Covered Person or any immediate family member of any Covered Person for the purpose or with the effect of benefiting from changes in the value of a security. Information is “material” if there is a reasonable likelihood that an investor or prospective investor would consider the information significant in making a decision about whether to buy or sell a security and, if so, at what price. Information is “nonpublic” if it is confidential or is generally not available to the investing public, including during the period of time within the first two trading days after Maven publishes previously unreported material information about the security. Without limiting the generality of the foregoing, the fact that you are suggesting, or that Maven is considering, an article, editorial, research report or similar publication about a security or its issuer, as well as the contents of that item, is nonpublic and is likely material if one would reasonably expect its publication to affect (positively or negatively) the value of the security.
Further, any such information is also restricted from disclosure under the terms of your employment agreement, Partner Agreement, independent contractor or freelance agreement. Additionally, the “tipping” of material nonpublic information to third parties who might trade on the basis of the information is a violation of both this policy and the Securities Laws, and can subject violators to the same types and levels of disciplinary action as any other violation.
Acquisitions and Dispositions
In order to avoid actual and apparent conflicts of interest in connection with your services to Maven, you may not acquire or dispose of a beneficial interest in any security under any of the following circumstances:
· Engaging in short-swing trading in securities. “Short-swing trading” refers to purchases and sales that occur within six months of one another. That is, you may make multiple purchases of a given security (so long as you comply with the other requirements of this policy), and you may sell that security in one or more transactions, but you may not purchase or agree to purchase (by becoming obligated under a put option, for example) a security within six months of your most recent sale or agreement to sell (by becoming obligated under a call option, for example) of that security, or vice versa. When determining the most recent purchases and sales by a Covered Person, one must also look to the most recent purchases and sales of the same security by the Covered Person’s immediate family members.
· Engaging in securities transactions having a notional value of more than $1,000 in any 24-hour period. This restriction applies to all security transactions in a single 24-hour period, not just to transactions in a single security. This prohibition does not apply to transactions by immediate family members of a Covered Person unless the Covered Person either (i) stands to receive a pecuniary benefit from the transaction, or (ii) has or shares the power to effect such transaction on behalf of the immediate family member (e.g., as custodian of an account held in the name of the Covered Person’s minor child).
· Publishing a report, article, recommendation or analysis of a security you have beneficially owned (including based on ownership by your immediate family members) for less than one month, or in which your ownership has substantially increased or decreased within the past month.
· Buying or selling a security during the period beginning at the date and time you acquired material nonpublic information about that security or, if later, the date and time you decided or were assigned to write about the security, and ending at 11:59 p.m. on the second full business day after your article, report or other item is published.
· Taking any “short” position on any security. A short position exists when you acquire an interest in a security or a derivative (see below) that fluctuates inversely with the reported value of that security.
Readers should note that this policy covers derivative securities, a term that describes an instrument that derives its value from changes in the value of an underlying security, regardless of whether that value is to be settled in legal tender, in other securities, or via some other form of value. Examples include put options (obligations to buy/rights to sell), call options (obligations to sell/rights to buy), collars, swaps, hedges and similar rights and obligations, where those arrangements involve an underlying security. Further, while these obligations can be highly complex, you should realize that the establishment of positions in derivative securities can affect your compliance with other provisions of this policy, including the prohibition against short-swing profits, the prohibition against short sales, and the limits on transaction amounts.
This policy does not apply to your lawful investments in any of the following:
· equity securities that are listed on a national securities exchange (as that term is defined for purposes of Section 6 of the Exchange Act) unless you are involved in research, analysis or writing regarding such securities or the issuer thereof;
· publicly traded debt securities unless you are involved in research, analysis or writing regarding such securities or the issuer thereof;
· currencies that represent the legal tender of any country, or debt securities issued by any foreign, federal, state or local government, agency or instrumentality;
· short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940;
· securities representing an interest in any money market fund, open-end mutual fund, or government debt security;
· commercial paper, bank acceptances, certificates of deposit, or deposit accounts in any bank, credit union or savings and loan association that is eligible for insurance by the Federal Deposit Insurance Corporation or National Credit Union Association (regardless of whether such deposits exceed the maximum level of insurance for such accounts).
In addition, from time to time Maven’s Chief Executive Officer may deem it appropriate to grant exceptions to the requirements of this policy, particularly with officers, directors and employees whose role does not ordinarily involve reporting, editing or advance knowledge of matters to be reported by Maven or its affiliated publications. You should recognize that these exceptions will be quite infrequent and will be granted only in circumstances where you can clearly demonstrate that an exception will not violate either the Securities Laws or the purposes of this policy. To request an exception, you should send a written message to Maven’s Chief Operating Officer well in advance of the date on which you seek to have the request granted, providing complete details of the requested exception, the reasons therefor, and your basis for concluding that the granting of your request will be consistent with the Securities Laws and this policy. An actual or threatened loss of investment value by you or your immediate family members will not, standing alone, constitute grounds for an exception.
Interpretations, Supplements and Certification
This policy will be interpreted by Maven’s management in a manner that is intended to promote compliance with the stated purposes described above, and to avoid violations of the Securities Laws. You should interpret any ambiguities in light of those principles and you should direct questions to Maven’s Chief Operating Officer at [email/telephone]. The Chief Operating Officer’s interpretations of this policy will be conclusive and binding on all Covered Persons.
Further, Maven’s management may circulate from time to time additional clarifying information about the instruments covered by this policy, may adopt additional restrictions, applications or conditions applicable to trading in securities, or may issue other clarifications of or amendments to this policy. Any such information will serve as an amendment to this policy and will be binding on Covered Persons from and after the date circulated (or such later date as may be stated therein), and will be clearly identified as such.
You may be asked from time to time to certify that you are and have been in compliance with this policy and with any supplements and amendments. It is a violation of this policy to fail to certify to such compliance truthfully and promptly upon request.
You are required to report to Maven’s Chief Operating Officer any conduct or circumstances that become known to you and that you have a reasonable basis to believe represent a violation of this policy, whether the violation involved you or any other Covered Person. With regard to information about a violation by another Covered Person, you may submit information confidentially and Maven will make reasonable efforts to assure that your identity is not disclosed to the alleged violator; however, except to the extent required under the Securities Laws, we cannot assure confidentiality of your identity or of the information you report. With regard to inadvertent violations by you, we cannot offer assurances that self-reporting as required under this policy will avert disciplinary action. However, self-reporting of inadvertent violations may represent a mitigating factor when Maven determines what, if any, disciplinary action is merited under the circumstances. We generally will not report unintentional violations of this policy to investigative or prosecutorial authorities, even when such violations also reflect an unintentional violation of the Securities Laws, unless we have an affirmative legal obligation to do so. For the avoidance of doubt, the existence and application of this policy is not intended to restrict your right to report violations of the Securities Laws to the Securities and Exchange Commission, any state securities enforcement authority, or any other law enforcement or investigative agency.