THE MAVEN NETWORK CHANNEL PARTNER USE TERMS (“NETWORK USE TERMS”) GOVERNS THE USE OF THE SITE AND THE NETWORK BY THE PARTNER. BY USING THE SITE AND THE NETWORK, THE PARTNER AGREES TO THE NETWORK USE TERMS. THESE TERMS ARE INCORPORATED INTO EACH PARTNER AGREEMENT BY THIS REFERENCE AND BY THE TERMS OF THE PARTNER AGREEMENT.
MAVEN LICENSE Subject to the terms and conditions of the Partner Agreement and the Network Use Terms, the Company grants to the Partner a non-exclusive license to use the Channel and the Network during the Term.
PARTNER LICENSE Partner grants to the Company the Maven License to (a) the Partner Content, (b) the Partner Identity and the Partner Marks, and (c) the User Information for all of the Channel Users.
3.1 The Partner represents and warrants to the Company that (a) (i) Partner has the full right, power, and authority to enter into the Partner Agreement and to perform the acts required of the Partner under the Partner Agreement, including, without limitation, all of the Network Use Terms, (ii) the agreement by the Partner to the Partner Agreement and the performance by the Partner of all of the obligations and duties of the Partner under the Partner Agreement do not, and will not, violate or contravene any applicable Law or any agreement to which the Partner is a party, by which Partner is otherwise bound, or which involves the rights of any third Persons, (iii) the Partner Agreement (A) constitutes the legal, valid, and binding obligation of the Partner, and (B) is enforceable against the Partner in accordance with its terms, and (iv) the Partner shall provide all of the goods and services then required of the Partner under the Partner Agreement in a competent, professional, and workmanlike manner; and (b) (i) the Partner owns, or has any and all of the required, necessary, and appropriate licenses, rights, consents, and other permissions to the Partner IP and all other content and intellectual property then provided to the Company, the Channel, or the Network by, or on behalf of, the Partner, (ii) the Partner IP does not, and will not, contain content of any other Person, or content that is otherwise subject to the proprietary rights of any other Person, unless the Partner has permission from such Person, or the Partner is otherwise legally entitled to provide the content and to grant to Company the Maven License and all other rights granted to the Company pursuant to the Partner Agreement and the Network Use Terms, (iii) the Partner Content is original content created by, or on behalf of, the Partner, (iv) the Partner IP does and will not infringe, misappropriate, or violate any proprietary rights, or other rights, of any Person, and (v) the Partner Content does not contain any content, material, or information that is obscene, defamatory, violates any Law or any of the rights of any Person, including, without limitation, rights of publicity, privacy, or personality, and other proprietary rights of other Persons; and (c) Partner shall only use the Channel in accordance with the Law, as authorized under the Partner Agreement, and only for lawful purposes and in a lawful manner.
3.2 The Partner is solely responsible for all Partner Content and all other Partner IP. The Company shall have no responsibility, obligation, or liability with respect thereto.
3.3 The Partner and the Principal shall indemnify, defend, and hold Company (and the parent, subsidiaries, and affiliates thereof and each of their respective officers, directors, employees and agents) (each “Company Party” and collectively “Company Parties”) harmless from and against any Damages incurred or suffered by the Company Parties arising from, related to, or occurring as a result of (a) any violation or breach or alleged violation or breach of (i) the Network Use Terms, (ii) Partner Agreement, and (iii) any proprietary rights of any other Person with respect to Partner IP, or otherwise, including without limitation any copyright, property, or privacy rights; (b) any claim that the Partner IP caused any Damage or other injury to any other Person; or (c) any claim that Partner and or Principal has made use of the Channel in violation of any Law, for an unlawful purpose or in an unlawful manner.
4.1 Effect of Termination. Upon termination of the Partner Agreement, the license of the Partner to use the Channel shall immediately terminate. The Company shall pay the Partner for any Revenue Share earned prior to the termination of the Partner Agreement pursuant to the terms of the Partner Agreement and the Partner shall have no rights to Revenue Share generated after the termination of the Partner Agreement.
4.2 User Information, Fairness Page and Social Media. Upon termination of the Partner Agreement, the Company agrees: (a). To make available to the Partner within a commercially reasonable time, personal identifiable information of the Channel Users of the Partner then maintained by the Company and permitted to be disclosed to the Partner under applicable Law, provided that the Partner complies with (and agrees pursuant to such terms then imposed by the Company to comply with) any and all applicable Laws and all of the same restrictions agreed to, or applicable to, the User, the User Information, and the Company; (b). To redirect the Channel to a “Fairness Page” where Partner and Company shall have equal space and prominence and where there shall be a live link to the Domain Name such that those Channel Users and others Persons who have bookmarked the Channel will be able to identify and find the new location/host for the website at the Domain Name (or such other address then reasonably designated by the Partner) following expiration of the Partner Agreement: “Channel/Domain name is no longer a part of theMaven network and has moved to a new location. To find the new home of Channel/Domain name, click here live link. Thank you for your past support of Channel/Domain name and theMaven network” (or other suitable language mutually agreed upon by the parties); and (c). Each of the Company and the Partner may each post and tweet (as applicable) one time (and only one time) per week for a period of twelve (12) weeks to each such social platform relevant content relating to the Subject Matter and including a notification of the new social destinations for either the Company or the Partner (as applicable).
4.3 Non-disparagement. During the Term, and for one (1) year thereafter, the Partner and the Principal of the Partner shall not, in any form or manner, directly or indirectly, disparage the Company Parties or any of the advertisers, business partners of the Company or any services co-branded by the Company and the Company Parties shall also not, in any form or manner, directly or indirectly, disparage the Partner and the Principal of the Partner or any of the advertisers, business partners of the Partner or any services co-branded by the Partner or Principal of the Partner.
DISCLAIMER; LIMITATION OF LIABILITY
5.1 Waiver. IN NO EVENT SHALL THE PARTNER, THE PRINCIPAL OR ANY COMPANY PARTY HAVE ANY LIABILITY TO THE OTHER PERSON, OR TO ANY OTHER PERSON, FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE PARTNER AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR TORT), AND WHETHER OR NOT SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
5.2 Network Use. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE PARTNER, THE PRINCIPAL, OR TO ANY OTHER PERSON FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SITE OR THE NETWORK, ANY LOST REVENUES OR PROFITS RESULTING THEREFROM, ANY DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF USER OR OTHER DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, TERMINATION OR CANCELLATION OF THE SITE OR THE NETWORK.
NOTICES, GOVERNING LAW, DISPUTE RESOLUTION
6.1 Notices. All notices and other communications contemplated must be in writing, and (a). Company. If to the Company, then only (a) sent by overnight courier service (for next business day delivery), shipping prepaid, and (b) sent by email with confirmation of receipt to: firstname.lastname@example.org; and (b). Partner; Principal. If to the Partner or to the Principal (a)(i) personally delivered; (ii) deposited in the United States mail, first-class, registered or certified mail, return receipt requested, with postage prepaid; (iii) sent by overnight courier service (for next business day delivery), shipping prepaid; and (b) sent by email with confirmation of receipt to the email then maintained by the Company. Notices to the Company shall be effective one (1) business day after the business day then received. Notices to the Partner or Principal shall be effective upon the earlier of when delivered or one (1) business day after sending by the Company.
6.2 Governing Law. This Agreement is made in the State of Washington and will be construed and interpreted exclusively in accordance with the internal laws of the State of Washington, without regard to its principles of conflicts of Law.
6.3 Dispute Resolution. (a). General. Any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be exclusively determined by arbitration in Seattle, Washington. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration shall be conducted solely on an individual basis, and that this procedure does not permit, allow or authorize class arbitration or any Disputes brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitration may not consolidate more than one Person's Dispute, and may not otherwise preside over any form of a representative or class proceeding. All Disputes shall be arbitrated solely on an individual basis in separate, distinct, and autonomous arbitration procedure. Each Person submits to the exclusive personal jurisdiction of the state and federal courts located in King County, Washington for purposes of the enforcement of any arbitral awards and for purposes of the appropriate court providing injunctive relief. (b). Revenue Share. The Company and the Partner shall have a six (6) month period to Dispute, in whole or in part, any amount(s) that is due or payable to the Partner or that the Partner contends for any reason is the due or payable to the Partner. Neither the Partner nor the Company shall have the right to contest, challenge, or otherwise Dispute any payment to the Partner that is due more than six (6) months prior to providing notice under Section 6.1. Any and all such claims, if any, shall be waived after the end of the six-month period; provided that if the Company determines that the Company has overpaid the Partner, the Company may offset such overpayments to the Partner for up to twelve (12) months from the date of the overpayment.
7.1 “501c3” means a recognized charitable organization under Section 501(c)(3) of the International Revenue Code.
7.2 “Advertising Policies” means the then rules, guidelines, and policies governing advertising on the Channel and the Network as updated from time to time.
7.3 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
7.4 “Channel Transaction Fee” means an administrative fee of ten percent (10%) of the gross Revenues then generated from the Channel, which the Company applies to fund the advertising operations, data management, credit card processing and the sales costs of the Network and the Channel. The Channel Transaction Fee is not charged for Donations received on behalf of the Partner from a third-party vendor.
7.5 “Channel User” mean a User of the Channel that signed up directly through the Channel or whose User Information was provided to the Network by the Partner.
7.6 “Channel” means, with respect to the Partner, as set forth in the Partner Agreement, (a) the subdomain or subfolder of the Domain assigned to the Partner and (B) the portion of the associated or related mobile application assigned to the Partner.
7.7 “Company” or “Maven” means theMaven Network, Inc., a Nevada corporation.
7.8 “Confidential Information” means any information in any form or medium (whether oral, written, electronic or other) of the Partner, the Principal, or the Company that is designated as confidential or that is, or should reasonably be considered to be, confidential or proprietary information. Confidential information includes, without limitation, any and all financial, commercial, and business information provided under the Partner Agreement, such as all information with respect to Revenues, Revenue Shares, calculation thereof, Donations, the Network and its capabilities, advertisers, advertising campaigns, advertising plans, Advertising Policies, Users, Users Information and User Policies and any other information regarding the business, products, services, marketing, promotional or technical information of the disclosing party or the Network. Confidential Information also includes the Partner Agreement and all payments made thereunder. Confidential information does not include information (a) that a time of disclosure is, or thereafter becomes, generally available to and known by the public, other than as a result of, directly or indirectly, any breach of the Partner Agreement, act or omission by the recipient or any of its representatives, (b) that at the time of disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the recipient by any legal, fiduciary, or contractual obligation; (b) was known by or in the possession of the recipient, as established by documentary evidence, prior to being disclosed by or on behalf of the disclosing party pursuant to the Partner Agreement; or (c) was or is independently developed by the recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Confidential Information of the disclosing party.
7.9 “Damages” means any losses, deficiencies, injuries, liabilities, costs and expenses, including, without limitation, reasonable attorney’s fees.
7.10 “Dispute” means any dispute, contest, challenge, claim, or other controversy.
7.11 “Domain Name” means “theMaven.net”.
7.12 “Donations” means funds received for Users designated as donations and intended to support a Partner that is a recognized charitable organization under Law.
7.13 “Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority of competent jurisdiction.
7.14 “Maven License” means a non-exclusive, irrevocable, permanent, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use (and make full use of), reproduce, distribute, prepare derivative works of, alter, modify, display, in whole or in part, in any manner. The Maven License does not terminate and continues after the termination of the Partner Agreement. The Maven License includes, without limitation, right to publish, distribute, and disseminate on the Network or in any media formats and through any media or other distribution channels as determined by the Company. Notwithstanding the foregoing, with respect to the Partner Content, the Partner Identity and the Partner Marks, the Maven License is expressly limited in its scope to those rights reasonably necessary for the Company to (a) during the Term, host, distribute and disseminate to third parties, and monetize Partner Content in accordance with the terms and purpose of the Partner Agreement and (b) following the end of the Term, host Partner Content on the Network solely to enable viewing by Users and to generate Revenue and Revenue Share for Partner, but not to further distribute or disseminate Partner Content, in accordance with the terms and purpose of this Partner Agreement.
7.15 “Member” means a fee-paying User to a Channel.
7.16 “Membership Revenue” means recurring Revenues generated from the Channel Users from the sale of membership to the Channel. The Company may set the retail price of all memberships which provide Users with rights involving more than one Channel.
7.17 “Network User” means all of the Users, other than the Channel Users. The Partner has no rights or ownership, directly or indirectly, to Network Users.
7.18 “Network” means network of internet websites and applications available through or under, among others, the uniform resource locator “theMaven.net”, and derivatives thereof.
7.19 “Non-profit” means a Person organized under applicable Law as a non-profit.
7.20 “Partner Agreement” means the agreement between the Partner and Maven. The terms of the Network Use Terms are incorporated into the Partner Agreement, provided that if there is any direct conflict between the business and financial terms of the Partner Agreement and the terms of the Network Use Terms, the terms of the Partner Agreement shall control to the extent of such direct conflict. In all other cases, the Network Use Term shall control.
7.21 “Partner Content” means any and all materials, text, images, photos, data, videos, and other content (a) created by, or on behalf of, the Partner or provided by on, or on behalf of, the Partner pursuant to the Partner Agreement or otherwise, and (b) published on the Channel or the Network.
7.22 “Partner Identity” means the name of the Partner and the Principal and the likeness, biography, images, signature, and other personally identifiable information of the Partner and Principal associated directly thereof.
7.23 “Partner IP” means collectively, the Partner Content, Partner Identity, and Partner Marks.
7.24 “Partner Marks” means any registered or protectable trademarks, service marks, logos, and other brand features of Partner.
7.25 “Partner” means the Person set forth in the Partner Agreement as the Partner.
7.26 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
7.27 “Principal” means the Person set forth in the Partner Agreement as the Principal.
7.28 “Revenue” means, for any applicable period, and without duplication, the gross revenues generated from the Channel and collected by the Company, minus, as applicable, Channel Transaction Fees and refunds, returns, make-goods, direct production, media agency, cost of goods sold, shipping, setoffs and other offsets, as determined by the Company on a consistent basis in accordance with its then policies and procedures consistently applied.
7.29 “Revenue Share” has the meaning set forth the Partner Agreement.
7.30 “Subject Matter” means the business of the Partner, as otherwise set forth in the Partner Agreement. Subject Matter is set forth in the Partner Agreement.
7.31 “Taxes” means taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever.
7.32 “Term” has the meaning set forth in the Partner Agreement.
7.33 “User Information” means, with respect to each Channel User, the name, e-mail address and other personally identifiable information of the Channel Users then maintained by the Company in the ordinary course of business.
7.35 “User Terms and Conditions” means the terms and conditions of use of the Network and the Channel by the Users
7.36 “User” means any Person using the Channel or the Network.
8.1 Confidentiality. Each of the Partner and the Company agree (a) to protect and safeguard the confidentiality of all Confidential Information of the other disclosing Person with at least the same degree of care as such recipient Person would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (b) not use the Confidential Information of the disclosing Person, or permit the Confidential Information of the disclosing Person to be accessed or used, for any purpose other than in furtherance of obligations of Person under the Partner Agreement or in any manner to the detriment of the disclosing Person, (c) promptly notify the disclosing Person of any unauthorized disclosure of Confidential Information of which the Person has knowledge, and (d) fully cooperate with the disclosing Person in any effort undertaken by the disclosing Person to enforce its rights related to any such unauthorized disclosure. If any Person or any of representatives of such Person is compelled by applicable law to disclose any Confidential Information of the disclosing Person then, to the extent permitted by applicable law, such Person shall promptly, and prior to such disclosure, notify the disclosing Person of such requirement so that the disclosing Person shall have the opportunity to seek a protective order or other remedy, and provide reasonable assistance to the disclosing Person in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing Person waives compliance or, after providing the notice and assistance, the receiving Person remains required by law to disclose any Confidential Information, the receiving Person shall disclose only that portion of the Confidential Information that, on the advice of the legal counsel of receiving Person, the receiving Person is legally required to disclose. The obligation under this Section shall be in addition to any obligations under a separate confidential and non disclosure agreement.
8.2 Further Assurances. Subject to the terms and conditions of this Agreement, each of the Persons subject to the Network Use Terms agree to use their respective commercially reasonable, good faith best efforts to do, or cause to be done, all things reasonably necessary, proper, or advisable under applicable Laws to effect the transactions contemplated by Network Use Terms, including, but not limited to, the performance of such further reasonably acts or the execution and delivery of any additional commercially reasonable instruments or documents as any such Person may reasonably request in order to carry out the purposes of the Network Use Terms and the transactions contemplated hereby.
8.3 Relationship of the Parties. (a). The Partners are independent contractors of the Company. The Partner Agreement and the Network Use Term does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Partner and the Company or the Principal and the Company. (b). The Company is interested in only end results. Although the Company retains its right to inspect, make recommendations to, and/or prescribe alterations or deviations in the work performed by the Partner as the Company deems necessary to achieve the end result, the manner and means of obtaining the end result shall be and remain within the sole and exclusive control of the Partner at all times. Accordingly, for example and without limitation, Partner shall retain sole and exclusive control over: (a) creating Partner Content as Partner desires, including whether, who, and on what terms to hire or retain employees or subcontractors to assist the Partner; and (b) the hours that the Partner shall work. (c). The Partner shall not be entitled to participate in or to receive any employment or other benefits from any benefit or welfare plans of the Company, including, for example and without limitation, medical, dental, vision, life insurance, accidental death and dismemberment insurance, pension, 401k, and other insurance or retirement plans, if any, as well as coverage under workers' compensation program. The Company shall have no obligation whatsoever to compensate the Partner on account of any Damages or injuries which Partner may sustain as a result or in the course of the performance of the services of Partner. The Partner agrees that the Partner shall be excluded from participating in or receiving benefits from any benefit or welfare plans of the Company.
8.4 Suspension. If at any time, the Company determines that the use of the Channel by the Partner would, does, or could or is likely to in the sole determination of the Company, violate the Law or compromise the Channel, the Network, or the security thereof, including, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities, the Company may without liability temporarily suspend the use of the Channel and Network by the Partner and the Channel Users.
8.5 Public Announcements. From time to time the Company and the Partner may cooperate to create appropriate, mutually agreeable, public announcements of the relationship set forth in the Partner Agreement, provided that neither the Company nor the Partner will make any separate public announcement without first delivering the announcement to the other the Person and obtaining the prior consent of the other Person, which will not be unreasonably withheld or delayed.
8.6 Third-Party Beneficiaries. There are no other third-Person beneficiaries under the Partner Agreement or the Network Use Terms.
8.7 Waiver. No failure or delay by the Company, the Partner or the Partner in exercising any right will constitute a waiver of that right.
AMENDMENTS; MODIFICATIONS; CHANGES The Company reserves the right to amend, modify, change or otherwise alter any of the terms and conditions contained the Network Use Terms or any of the policies or guidelines governing the Channel, the Network and the Users at any time and in its sole discretion. Unless otherwise set forth in the Partner Agreement, any amendment, modification or change to the Network Use Terms will be effective upon posting on the Network Use Terms. All notices of amendments, modifications or changes to the Network Use Terms will be posted for not less than thirty (30) days. UNLESS OTHERWISE SET FORTH IN THE PARTNER AGREEMENT, CONTINUED USE OF THE SITE AND NETWORK FOLLOWING POSTING OF ANY CHANGES WILL CONSTITUTE ACCEPTANCE OF THE CHANGES OR MODIFICATIONS.
10/3/2017 - added clause 'c' to Indemnification section 3.3
4/28/2017 - added last sentence of 7.14, refining scope of Maven License; narrowed scope of 7.16 Membership Revenue definition
4/16/2017 - minor corrections to 3.3, 7.25, 7.27; added the Principal to 5.1 Waiver
3/27/2017 - made non-disparagement mutual in 4.3; added Confidentiality provisions in 7.8 and 8.1; defined Revenue Share in 7.29