Roundtable Partner Platform Use Terms ("Platform Use Terms")
These Roundtable Partner Platform Use Terms ("Platform Use Terms") govern the use of the services and the Platform by the Partner. By using the Services and the Platform, Partner agrees to these Platform Use Terms. These terms are incorporated into each Partner agreement (in each case, the "Agreement") by this reference and by the terms of the Agreement.
1. PROVISION OF PLATFORM SERVICES
1.01 Operation of Assets. As between the Parties, other than the content of any Advertisement or Contributor Content that is not Partner Content, Partner is solely responsible for all Partner Content wherever appearing, and for all activities that occur on the Domains including, but not limited to, the general management and operation of the Assets and moderation and/or oversight of user comments or other user-generated content ("User Content"). Partner shall operate the Assets in a manner that does not violate any Law or self-regulation or the Agreement (including any addendum thereto). Partner shall ensure that the Assets, including User Content, comply with Arena Policies. Partner is responsible for any Partner Content that may be lost or unrecoverable through Partner's use of the Platform.
1.02 Roundtable Coalition Participation. Partner acknowledges and agrees that Roundtable may (i) in its discretion distribute Contributor Content (which may include video content) to the Domains of quality, and topical relevance consistent with Partner Content and in a manner consistent with other domains on the Platform and (ii) include its branded page header, footer, navigation bars, etc., on the Assets, in the manner that is consistent with other comparable domains on the Platform.
1.03 Third-Party Services. Roundtable may, from time to time, directly or by and through its relationship with Arena, integrate into the Services and/or offer the products and services of third parties to Partner, through a reseller or other arrangements that Roundtable puts in place (such third parties, "Third Party Providers," and such products and services, "Third Party Services"). When a Third Party Service can be made available to Partner without additional costs to Partner or the need for separate terms and conditions, no additional action on the part of Partner shall be required to have access to such Third Party Service. In the event use of a Third Party Service would impose additional costs on Partner or require Partner's Agreement to additional terms and conditions with Roundtable and/or the Third Party Provider, prior to receiving such Third Party Service, Partner must opt-in to such Third Party Service by completing an Opt-In Agreement. Roundtable shall have full access to all of the statistics and financial information concerning Partner's participation in the Third Party Services.
1.04 Restricted Content and Prohibited Conduct. Partner shall comply at all times with the Arena Policies.
1.05 Advertising Operations. All advertising of any type on the Assets (or advertising bundled with affiliated magazine), including but not limited to served or static banners/tiles, video ads, text links, including advertising sold by Partner, shall be selected, negotiated, booked, and billed to the Advertiser by Roundtable in its sole discretion (unless otherwise mutually agreed) and Partner shall adhere to the Advertising Policies of Roundtable as communicated to Partner in writing from time to time. Roundtable shall use commercially reasonable efforts to avoid selecting advertising to appear on the Assets which might reasonably be expected to damage the reputation of Partner or its business. Partner shall not book and bill advertising directly unless permitted by the Agreement or other separate Agreement
1.06 House Advertising. Roundtable shall use commercially reasonable efforts to secure competitive monetization for all Impressions, provided, however, Partner acknowledges that in some cases, monetization may not be available with respect to a particular Impression (each such Impression, an "Open Impression"). Partner may, in its discretion, provide to Roundtable an Advertisement to serve as a default on Open Impressions (a "House Advertisement"). Roundtable shall have the right to serve Advertisements promoting and marketing Roundtable and its affiliates or other partners on all Open Impressions ("Roundtable Advertisements") unless Partner has provided a House Advertisement in an applicable format, in which case Roundtable may only serve Roundtable Advertisements on up to 50% of Open Impressions and shall serve the applicable House Advertisement on the remainder of Open Impressions.
1.07 Suspension. If at any time, Roundtable determines that the use of the Platform by Partner would, does, or could do, or is likely to do in the sole determination of Roundtable, violate the Law, this Agreement, or compromise the Services, the Platform, or the security thereof, including, without limitation, to hacking attempts, denial of service attacks, mail bombs, or other malicious activities, Roundtable may without liability temporarily suspend the use of the Services and Platform by Partner and end-users.
1.08 Subscription Products. Roundtable shall in its sole discretion define each Subscription Product, including, with respect to each Subscription Product, the applicable (i) name, branding, and marketing protocols, (ii) content (which may include Partner Content) to be included, (iii) prices at which such Subscription Product may be marketed and sold and (iv) which persons shall be entitled to market and sell such Subscription Product. Only the Seller of a Subscription Product shall be entitled to receive a share of the Membership Revenue for such sale, regardless of whether such Subscription Product contains solely Partner Content, solely Roundtable or third-party content, or a combination of Partner Content and Roundtable or third party content. Partner may request that Roundtable create Subscription Products with particular features consistent with Roundtable policies, and Roundtable shall review and respond to each such request in good faith, timely manner.
2. OWNERSHIP AND LICENSE
2.01 Grant of Rights to Partner. Roundtable hereby grants Partner a limited, revocable, non-transferable, and non-exclusive license to use the Platform through a user identification reference provided by Roundtable ("User ID") to the extent, and only to the extent, necessary to access and use the Platform and the Services in accordance with the terms of the Agreement.
2.02 Grant of Rights to Roundtable.
(a). Subject to the terms of the Agreement including Section 2.02(i) below, Partner grants Roundtable and Arena a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, royalty-free, worldwide license (the "Platform License") to (A) use, host, store, cache, reproduce, publish, publicly display, distribute, transmit, modify, adapt and create derivative works of the Partner Content to provide, maintain and improve the Services and the Platform; (B) use, publicly display, distribute and transmit the name, logo, and trademarks of Partner (collectively, the "Partner Identity") and the Assets to identify them as users of the Services and the Platform and part of the Roundtable network of sites; and (C) alter the page strategy (including, but not limited to, the number and location of Advertisements on the Assets) and overall look, feel and functionality of the Assets (or portions thereof) through upgrades, testing, revisions, repairs and modifications of and to the Services and through integrations of Third Party Services into the Services
(i). The reference in Section 2.02(a) to "modify,” "adapt," and "create derivative works" means that Roundtable or Arena may edit the Partner Content either with or without advance or other notice to Partner, including, without limitation, to enable or permit the Partner Content complies with Roundtable and Arena policies or applicable Laws. By way of example only, edits may include (but are not guaranteed to contain nor are they limited to) formatting, optimizing for search engine performance or certain networks, devices, and media, updating a title, or the removal of spammy links In no event shall Roundtable edit the Partner Content to alter the meaning or substance of the Partner Content or to make substantive editorial changes or derivations. Roundtable's decision to perform any of the foregoing is entirely Roundtable's decision, and Roundtable does not have any obligation to do so, and Roundtable need not provide Partner with notice or an opportunity to review any of the edits prior to publication of this edited Partner Content on the Services. If Partner objects to such edits following publication, Partner may decline edits by reverting the Partner Content to an earlier version of the article without such edits (provided, however, that Partner acknowledges and agrees that any declination of edits may result in limited distribution or removal of the Partner Content via the Services). Otherwise, if Partner objects to such edits, Partner's sole remedy shall be to remove the Partner Content from the Services.
(ii). The reference in subsection (i) of Section 2.02(a) above to "distribute" or "transmit" includes, without limitation, the right to publish, distribute, and disseminate on the Platform or through the Services or in any media formats and through any media or other distribution channels as determined by Roundtable and Arena, including without limitation (1) Roundtable owned and/or Roundtable-operated properties and/or entities, or (2) third-party owned and/or operated properties, platforms or channels that are distribution partners of Roundtable via the Platform or pursuant to agreements between Roundtable and such third parties; and, including, any form of an internet protocol or similar delivery to all internet-capable devices, fulfillment services, streaming, downloadable and/or other non-tangible delivery to fixed and mobile platforms including personal and other computers, cell phones, personal and other communication devices, personal and other digital devices, personal and other music, video and/or other audiovisual recorders and/or players, and/or via "podcast" and/or via all other personal, digital, mobile and other devices, platforms and services, whether now known or hereafter devised, to any customer or audience worldwide.
(b). The Platform License does not terminate and continues after the termination of the Agreement and, other than during any Wind-Down Period as described in Section 10 below, Roundtable shall have no further payment or other obligation to Partner in connection with Partner Content. Partner may by written notice to Roundtable at any time following the Wind-Down Period terminate the Platform License with respect to any Partner Content that was first created and published by Partner prior to the start of the Term, and Roundtable shall use commercially reasonable efforts to promptly remove such Partner Content from the Platform.
2.03 Data Collection. Roundtable, directly and indirectly through its relationship with Arena, may add tracking codes, cookies, and/or pixels to each page of the Assets (and may in its discretion consent to Partner doing the same, such consent not to be unreasonably withheld), or allow third parties acting on behalf of Roundtable or Partner (as the case may be) to do the same, to collect and use for any lawful purpose any user, traffic, advertising or content performance data associated with the Assets ("Asset Data"). The user log-in and user profile information in the Platform associated with the Assets ("Log-in Data") and the data associated with such information shall be deemed Asset Data. Each Party shall have the right to use and disclose the Asset Data that it duly collects about any user (whether directly from the user or from the other Party) for any lawful purpose.
(b). Partner may request, and Roundtable may approve in its sole discretion, to post its own privacy notice on the Assets ("Partner Privacy Notices"). Partner shall ensure that the Partner Privacy Notices at a minimum disclose (A) the collection of Asset Data for purposes of showing users ads that are targeted to their interests, and (B) that Personal Data, including Log-In Data, shall be collected by Roundtable and processed for its own purposes, including to display ads or send marketing communications. Roundtable's approval of the use of Partner Privacy Notices may be conditioned on Partner's inclusion within the Partner Privacy Notices of certain minimum language provided by Roundtable. Partner is solely responsible for ensuring the Partner Privacy Notices accurately disclose Partner's data processing practices and comply with applicable Laws.
(c). Partner shall comply with all applicable Laws in connection with its processing of any Personal Data collected or made available to it under the Agreement (including any Log-in Data made available to Partner). Partner shall not Sell any Personal Data contained within any Asset Data disclosed to Partner by Roundtable.
(d). To the extent E.U. Data Protection Law applies to the processing of any Personal Data, each Party shall be a separate, independent controller of any Personal Data it processes. Partner shall be solely responsible for ensuring it has an appropriate legal basis for the processing of any Personal Data and shall comply with all other obligations applicable to it as a controller of such Personal Data.
(e.) To the extent an Applicable Data Protection Law applies to the transfer of Personal Data or personal information (as defined in the California Consumer Privacy Act (CCPA) §1798.140(o)), if Roundtable receives a consumer opt-out request, Roundtable shall notify Partner and Partner shall agree not to further sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, that consumer's personal information. "Applicable Data Protection Law" means any and all applicable privacy and data protection laws or regulations, as the same may be amended, modified, or superseded from time to time.
2.05 Data Transfer. If Roundtable transfers any Personal Data to Partner that is subject to E.U. Data Protection Laws and Partner processes such Personal Data in a jurisdiction that has not been deemed adequate under E.U. Data Protection Laws ("Covered Data"), then the following data transfer mechanism shall apply in descending order of precedence:
(a). If Roundtable maintains an active self-certification under the EU-U.S. and Swiss-U.S. Privacy Shield Principles ("Privacy Shield"), then, so long as the Privacy Shield remains valid, the Parties shall transfer Covered Data pursuant to the Privacy Shield and Partner will: (1) only use such Covered Data for limited and specified purposes consistent with any consent obtained from the applicable data subject; (2) provide the same level of protection for Covered Data as required under the Privacy Shield; and (3) if Partner determines it can no longer meet the foregoing obligation, it shall immediately notify Roundtable and cease processing Covered Data or take other reasonable and appropriate steps, as approved by Roundtable, to remediate the unauthorized processing.
(b). If Roundtable does not maintain an active Privacy Shield certification or if the Privacy Shield has been invalidated, the Parties shall conduct such transfer pursuant to the controller-controller standard contractual clauses available at: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 ("Model Clauses"), which shall be deemed executed by the Parties as of the date of the Agreement. For purposes of those clauses, Roundtable shall be deemed the "data exporter," and Partner shall be deemed the "data importer," the principles under Annex A shall apply, and Annex B shall be completed with the information as follows: (1) data subjects are users of the Asset; (2) purpose of the transfer is to facilitate user request and enable Partner to process data relating to users of the Asset, including to reach users of the Asset and to market the Asset and other products and services (3) categories of data include name and contact information of users as well as device and browsing information including cookie identifiers, I.P. addresses, device identifiers, and browsing data; (4) other recipients are confined to data processors of Partner; and (5) contact point for Roundtable shall be privacy@Roundtable.io and for Partner shall be as provided to Roundtable by Partner by written notice from time to time.
3. DIGITAL MILLENNIUM COPYRIGHT ACT
Roundtable operates the Services in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act ("DMCA"). It is Roundtable's policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable Laws. Partner acknowledges that Roundtable has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published on the Domains. Roundtable does not screen content provided or posted by Partner using the Services, but Roundtable and its designees shall have the right (but not the obligation) in their sole and reasonable discretion to refuse or remove any Partner Content that is available via the Services. Roundtable expects all of the users of its Services to comply with applicable Laws. However, if Roundtable is notified of a claimed copyright infringement or otherwise becomes aware of facts and circumstances from which infringement is apparent, it shall respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Roundtable shall follow the procedures outlined in the DMCA with regard to appropriate notifications of the user and the complaining Party, acceptance of counter notifications, and, where indicated, "putback" of the alleged infringing material. Partner warrants, represents and agrees that it shall comply with all requirements set forth in the DMCA with respect to the Domain in order to take advantage of the "safe harbors" provided for in the DMCA.
4.01 Third-Party Payments. Partner shall promptly upon receipt by Partner deliver to Roundtable full copies of any and all third party reports or statements detailing Revenue other than Partner Direct Sales Revenue earned by or paid or payable to Partner or on or via the Platform or otherwise in connection with the Assets ("Off-Platform Revenue") and Roundtable shall include Off-Platform Revenue in determining the Revenue Share payable to Partner in respect of the applicable period. Off-Platform Revenue not included in Revenue Share calculations for the period for which it was reported shall be included in the subsequent period.
4.02 Minimum Payment Processing. Roundtable shall not be required to pay Revenue Share to the Partner until the aggregate Revenue Share due the Partner is greater than $500.00 (the "Minimum"). If the Revenue Share then due is less than the Minimum, then any Revenue Share shall be carried forward until the aggregate Revenue Share is more than the Minimum. All payments to Partners shall be made by electronic funds transfer pursuant to direct deposit or other such other procedures then adopted by Roundtable from time to time. The Partner shall cooperate with Roundtable in processing payments to the Partner.
4.03 Treatment of Membership Revenue. If prior to the commencement of the Term, Partner receives a payment that would have constituted Membership Revenue had it been received during the Term, Roundtable shall not be entitled to any portion of such Revenue, even if the fulfillment of the related subscription or membership obligation takes place during the Term. All Membership Revenue received during the Term, including renewals of pre-existing memberships or subscriptions, shall be subject to Roundtable's revenue share hereunder, even if the fulfillment of the related subscription or membership obligation extends after the Term.
5. PARTNER FEEDBACK
Partner may voluntarily or at Roundtable's request submit feedback, comments, questions, and other information about the Services (the "Feedback"), including without limitation about how to improve the Services. Partner hereby grants Roundtable, if Feedback is provided to Roundtable, and to Roundtable and the recipient of such Feedback, non-exclusive, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate the Feedback into the Services, without any obligation to compensate Partner in any way.
6. REPRESENTATIONS, ACKNOWLEDGEMENTS, COVENANTS, AND DISCLAIMER
6.01 Roundtable Representations and Acknowledgment. Roundtable represents and warrants that (i) it has the legal power to enter into the Agreement and that it has adequate rights to grant the licenses and perform its obligations hereunder and thereunder and (ii) it shall provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
6.02 Partner Representations and Acknowledgements. Partner represents and warrants that: (i) Partner is a corporation, limited liability company or other similar legal entity, duly organized, validly existing and in good standing under the laws of its state of organization; (ii) Partner is duly qualified to do business and is in good standing in every jurisdiction in which such licensing and qualification is required for purposes of the Agreement; (iii) Partner has the legal power to enter into the Agreement and that it has adequate rights to grant the licenses and perform its obligations hereunder; (iv) Partner has obtained all licenses, authorizations, approvals, consents or permits required by applicable Law; (v) Partner is the owner of the Assets or Partner is legally authorized to act on behalf of the owner of the Assets for the purposes of using the Services; and (vi) all Partner Content and other aspects of each Domain as of the relaunch of such Domain on the Platform: (x) comply with the applicable terms and conditions of any Opt-In Agreements and all applicable Laws, including self-regulatory regulations and rules; (y) does not breach or violate any duty toward or rights of any person or entity including, without limitation, intellectual property rights or rights or duties under consumer protection, product liability, tort, contract theories or otherwise; and (z) complies with Arena Policies.
6.03 Partner Covenants. Partner shall at all times during the term of the Agreement:
(a). Comply with (i) all applicable Laws, (ii) the terms of the Agreement, and (iii) all material and applicable Roundtable rules, regulations, and policies of which it has been made aware.
(b.) Operate the Assets (i) using personnel of required skill, experience, and qualifications; and (ii) in accordance with the highest professional standards in Partner's field.
(c). With respect to each Domain, primarily publish in compliance with applicable Law Partner Content with a substantial editorial nexus with the applicable Subject Matter.
6.04 Disclaimers. Except as expressly set forth in sections 1(b) and 5(a), the Services are provided on an "as is" and "as available" basis. Roundtable disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Roundtable is not responsible for (a) except in cases of gross negligence or willful misconduct by Roundtable, any damage to or loss of data or content, or (b) any other harm to business arising out of the services such as delays, misdelivery, or non-delivery of information, restriction or loss of access, bugs or other errors. Roundtable does not warrant that (i) the Services will meet Partner's specific requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Services will be accurate or reliable; or (iv) the quality of any services, information, or other material obtained by Partner through the Services will meet Partner's expectations. When Partner Content is transferred to the Assets to be hosted via the Services, Partner may experience traffic loss during the first eight (8) to twelve (12) weeks.
7.01 Partner Indemnification. Partner shall indemnify, defend and hold harmless Roundtable, its agents, vendors, contractors, including Arena, Affiliates, subsidiaries, directors, officers and employees (collectively, "Roundtable Indemnified Parties") from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Roundtable Indemnified Parties, directly arising out of or related to (i) Partner's violation of any term of the Agreement, including without limitation, Partner's breach of any of its representations and warranties above; (ii) any claims that the Assets infringe the rights of a third party, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iii) any claim or damages that arise as a result of any of the Partner Content; (iv) any other party's access and use of the Services with Partner's User ID, password, or other appropriate security code or (v) Partner's violation of applicable Law. Partner shall not be obligated to defend or indemnify Roundtable from claims, liabilities, losses, or expenses arising from Roundtable's negligence or unlawful conduct.
7.02 Roundtable Indemnification. Roundtable shall indemnify, defend and hold harmless Partner, its agents, Affiliates, subsidiaries, directors, officers, and employees (collectively "Partner Indemnified Parties") from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Partner Indemnified Parties, directly arising out of or related to (i) Roundtable's violation of any term of the Agreement, including without limitation, Roundtable's breach of any of its representations and warranties above; (ii) any claims that the Services infringes the rights of a third party, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iii) any claim or damages that arise as a result of the content of any Roundtable Advertising; and (iv) Roundtable's violation of applicable Law. Roundtable shall not be obligated to defend or indemnify the Partner from claims, liabilities, losses, or expenses arising out of the Partner's negligence or unlawful conduct.
7.03 Conditions of Indemnification. A Party entitled to indemnification hereunder (the "Indemnified Party") shall tender a claim to the other Party (the "Indemnifying Party") by promptly notifying the Indemnifying Party of the claim after first receiving written notice of the claim, providing all information in its possession relating to the claim, and reasonably cooperating, at the Indemnifying Party's expense, with the Indemnifying Party's efforts to defend the claim. The Indemnifying Party shall promptly assume the defense of the claim at its own expense and shall pay all costs associated with the defense, including attorneys' fees. The Indemnifying Party shall have full control over such defense, including any settlement discussions or Agreement, provided that the Indemnifying Party may enter into a settlement only upon prior written approval of the Indemnified Party.
8. CONFIDENTIAL INFORMATION
8.01 Confidential Information. All proprietary and/or non-public information provided by one Party, or the agents, representatives, contractors or affiliates thereof in furtherance of the Agreement (collectively, "Discloser") to the other Party, or the agents, representatives, contractors or affiliates thereof in furtherance of the Agreement (collectively, "Recipient"), including the terms of the Agreement, that: (i) if disclosed in tangible form is marked as confidential, proprietary, or with a similar legend, or would reasonably be considered of a confidential or proprietary nature and/or (ii) if disclosed orally or visually, is identified as confidential when initially disclosed or is disclosed under circumstances which would lead a reasonable person receiving such information to understand that such information is confidential or proprietary to the Discloser (collectively, "Confidential Information") is the sole property of Discloser. Recipient shall return Discloser's Confidential Information, and all copies and other reproductions thereof, to Discloser promptly upon request.
8.02 Protection. Unless Confidential Information: (i) was previously known by Recipient free of any obligation to keep it confidential and has been reduced to tangible form, (ii) is or becomes generally known or available by publication, commercial use, or otherwise through no fault of Recipient, (iii) is independently developed by the Recipient without the use of Confidential Information, (iv) is lawfully obtained from a third party that has the right to make such disclosure and/or (v) has been or is subsequently made public by Discloser or a third party under no obligation of confidentiality to Discloser, the Recipient shall refrain from the use of Confidential Information and shall use the same degree of care, but no less than a reasonable standard of care, as it uses with regard to its own proprietary information to prevent disclosure, use or publication thereof; provided that the exceptions in clauses (i) through (v) do not apply to Personal Data. Recipient shall not share any Confidential Information with any of its managers, employees, contractors, or other personnel who are not essential for Recipient's performance of its rights or exercise of its obligations hereunder.
8.03 Exceptions. Except as permitted in this subsection 8.03, the Recipient shall use Confidential Information solely for the performance of its obligations hereunder.
(a). Advisors. Each Party may disclose the terms of the Agreement to its attorneys, accountants, financial advisors, investors, bona fide potential investors, and potential acquirers, provided that such parties are obligated to keep such information confidential.
(b). Compliance With Law. Each Party may disclose Confidential Information as necessary to comply with the requirements of Law, provided that the compliant Party shall notify the other Party prior to making any such disclosure in order to permit the other Party to contest disclosure and/or seek confidential treatment of its Confidential Information.
(c). Consent of Discloser. Each Party may disclose Confidential Information as the other Party agrees in writing.
8.04 Arena Group ("Arena"). Notwithstanding the foregoing,
(a). All proprietary and/or non-public information provided by Arena to Partner that: (i) if disclosed in tangible form is marked as confidential, proprietary or with a similar legend, or would reasonably be considered of a confidential or proprietary nature and/or (ii) if disclosed orally or visually, is identified as confidential when initially disclosed or (iii) is disclosed under circumstances which would lead a reasonable person receiving such information to understand that such information is confidential or proprietary is the property of Arena and Partner shall return such confidential information, and all copies and other reproductions thereof, upon request of Arena or upon the termination of the Agreement; and
(b). Unless Confidential Information: (i) was previously known by Partner free of any obligation to keep it confidential and has been reduced to tangible form, (ii) is or becomes generally known or available by publication, commercial use, or otherwise through no fault of Partner, (iii) is independently developed by Partner without the use of Confidential Information, (iv) is lawfully obtained from a third party that has the right to make such disclosure and/or (v) has been or is subsequently made public by Arena or a third party under no obligation of confidentiality to Arena, then Partner shall refrain from the use of Confidential Information and shall use the same degree of care, but no less than a reasonable standard of care, as it uses with regard to its own proprietary information to prevent disclosure, use or publication thereof; provided that the exceptions in clauses (i) through (v) do not apply to Personal Data. Partner shall not share any Confidential Information with any of its managers, employees, contractors, or other personnel who are not essential for Partner’s performance of its rights or exercise of its obligations hereunder.
(c). Sub-Partner shall use Confidential Information solely for the performance of its obligations hereunder, provided, however:
(i). Advisors. Partner may disclose the terms of the Agreement to its attorneys, accountants, financial advisors, investors, bona fide potential investors, and potential acquirers, provided that such parties are obligated to keep such information confidential.
(ii). Compliance With Law. Partner may disclose Confidential Information as necessary to comply with the requirements of the Law; provided that (unless prohibited by the Law) Partner shall notify Arena prior to making any such disclosure in order to permit Arena to contest disclosure and/or seek confidential treatment of its Confidential Information.
(iii). Consent of Arena. Partner may disclose Confidential Information as Arena agrees in writing.
9. LIMITATION OF LIABILITY
Other than its obligations under sections 7 and 8 above or for liability arising from its willful misconduct, in no event will either party be liable hereunder for (i) any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses or the cost of procurement of substitute goods and services (even if such party has been advised of the possibility of such damages) or (ii) cumulative liability in excess of $50,000.
10. EFFECT OF TERMINATION
Upon any termination of the Agreement other than a termination by Roundtable for breach by Partner, Partner shall be permitted a wind-down period of up to one hundred and twenty (120) days (the "Wind Down Period") during which time all terms and conditions of the Agreement shall continue to apply. Upon termination by Roundtable by reason of a breach by Partner, Partner's right to use or access the Services shall immediately cease. Termination of Partner's access to and use of the Services shall not relieve either Party of any obligations arising or accruing before such termination or limit any liability that either Party otherwise may have to the other Party or any third party. Notwithstanding the expiration or earlier termination of the Agreement, for so long as any Advertising Agreements exist between Roundtable or Arena and an advertiser or any agreements (together with the Advertising Agreements, "Continuing Agreements") exist between Roundtable and Partner related thereto, Roundtable shall be entitled to the Revenue generated from the delivery of the Advertisements set forth in such Continuing Agreements and Partner shall (i) not terminate any such Continuing Agreements or Advertisements running under such Continuing Agreements, (ii) fulfill all its obligations set forth in such Continuing Agreements, (iii) if the delivery of such Advertisements is to occur on a date when Roundtable or Arena is no longer managing the Advertisements on the Assets, ensure that all such Advertisements are delivered in accordance with the terms of their applicable Advertising Agreement(s) and Continuing Agreement(s) by implementing and maintaining any tags, formatting and code reasonably requested by Roundtable or Arena to run such Advertisements and measure the reach and performance of the Advertisements and (iv) pay Roundtable all cash and other consideration derived from the continued delivery of such Advertisements within 30 days of Advertiser's payment therefor. Upon termination or expiration of the Agreement, or the conclusion of any applicable Wind-Down Period, Roundtable shall promptly provide Partner with a copy in WordPress or equivalent format of the then existing state of the Domain and shall cease exercising control of the DNS Settings. Roundtable and Arena have no obligation or responsibility to store Partner Content or account information after the conclusion of the Wind-Down Period.
During the Term, and for one (1) year thereafter, none of the Partner nor its Affiliates (the "Partner Parties") will, in any form or manner, directly or indirectly, disparage Roundtable, Arena or their respective Affiliates, licensors or partners (the "Roundtable Parties") or any of the advertisers, business partners of any Roundtable Party or any services co-branded by any Roundtable Party and none of the Roundtable Parties will, in any form or manner, directly or indirectly, disparage any Partner Party or any of the advertisers, business partners of any Partner party or any services co-branded by any Partner Party.
12. AMENDMENTS; MODIFICATIONS; CHANGES
Roundtable reserves the right to amend, modify, change, or otherwise alter any of the terms and conditions contained in the Platform Use Terms or any of the policies or guidelines governing the Services, the Platform, and the users at any time and in its sole discretion. Unless otherwise set forth in the Agreement, any amendment, modification, or change to the Platform Use Terms shall be effective upon posting on the Platform Use Terms. All notices of amendments, modifications, or changes to the Platform Use Terms shall be posted for not less than thirty (30) days. UNLESS OTHERWISE SET FORTH IN THE AGREEMENT, CONTINUED USE OF THE SITE AND PLATFORM FOLLOWING POSTING OF ANY CHANGES WILL CONSTITUTE ACCEPTANCE OF THE CHANGES OR MODIFICATIONS.
13. ARENA AS THIRD-PARTY BENEFICIARY
Roundtable has contracted with Arena to provide the Services and the Platform. Pursuant to the Agreement and by a separate agreement with Arena, Arena is an intended direct third party beneficiary of Sections 2.02 (Rights Granted to Roundtable), 2.03 (Data Collection), 2.04 (Privacy), 3 (DMCA), 6 (Representations), 7 (Indemnity), 8 (Confidentiality) and 11 (Non-Disparagement, which shall apply to Roundtable and Arena) and shall be entitled to all of the benefits, rights and protections under these Platform Use Terms. This Section shall survive termination of the Agreement. For purposes of this section 13, the term "Roundtable" means where applicable, the vendors, suppliers, and contractors of Roundtable Media, LLC providing the Services, including Arena.
14.01 All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the first business day after the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient.
14.02 Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):
If to Roundtable: email@example.com
If to Partner: Address in the books and records of Roundtable
As used in the Agreement and these Platform Use Terms, the terms below shall have the following meanings:
"Advertisements" means all material or messages in any format that promotes an advertiser's brand, product, services or idea, including, but not limited to, banner advertisements, pre-roll advertisements, sponsored articles, sponsored videos, newsletters, events, and any other activities and manners to exploit the Assets or the name and likeness of a writer or other Party associated with the Assets to promote an advertiser and/or sell an advertiser's products or Services.
"Advertising Agreements" mean any agreement, including insertion orders, for the sale of Advertisements associated with the Assets.
"Advertising Policies" means the then rules, guidelines, and policies governing advertising on the Assets and the Platform as updated from time to time.
"Affiliate Links" hyperlinks to a third party placed on the Assets whereby Partner (or an affiliate or designee thereof) receives a commission from such third Party (or the agent or affiliate thereof) in connection with a user's use of such hyperlink and/or subsequent purchase of a product associated therewith.
"Affiliate" means, with respect to any specified Party, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Party.
"Agreement" has the meaning set forth in the preamble hereto.
"Applicable Data Protection Law" has the meaning set forth in Section 2.04 of the Platform Use Terms.
"Arena" means Arena Group, Inc., a Delaware corporation, formerly known as Maven Coalition, Inc. or “Maven”
“Arena Policies” means the Arena (fka Maven) Policies for Publishers as set forth in the Arena (fka Maven) Sub-Partner Addendum to the Agreement.
"Asset Data" has the meaning set forth in Section 2.03 of the Platform Use Terms.
"Assets" has the meaning set forth in the preamble to the Agreement.
"Availability" has the meaning set forth in the Agreement.
"Sponsorship Commission" has the meaning set forth in the Agreement..
"Confidential Information" has the meaning set forth in Section 8 of the Platform Use Terms.
"Content Creator" means (a) in respect of any Partner Content, Partner and (b) in respect of any Contributor Content published on the Channel, the applicable Contributor.
"Continuing Agreements" has the meaning set forth in Section 11 of the Platform Use Terms.
"Contributor Content" means any and all materials, text, images, photos, data, videos, and other content (a) created by, or on behalf of, a third party pursuant to a separate Partner Agreement or other Agreement or arrangement (including under user terms and conditions published by Roundtable or any Affiliate) with Roundtable or any of its Affiliates (a "Contributor"), and (b) published on the Domain(s).
"Covered Data" has the meaning set forth in Section 2.05 of the Platform Use Terms.
"Deal ID" means a unique identifier used to match not more than five buyers and an individual seller on an Advertising Exchange, based on a variety of criteria negotiated beforehand.
"Discloser" has the meaning set forth in Section 8 of the Platform Use Terms.
"Display Advertisements" means a graphic display Advertisement served by an ad server in exchange for compensation by an Advertiser for such Advertisement's display or a user's interaction therewith, including, but not limited to, Adaptive. For the avoidance of doubt, Display Advertisements do not include sponsored articles, sponsored videos, newsletters, Affiliate Links, e-commerce hosted on and/or conducted through the Assets, and other promotional activities of the Assets.
"DMCA" has the meaning set forth in Section 3 of the Platform Use Terms.
"Domain" has the meaning set forth in the preamble to the Agreement.
"Effective Date" has the meaning set forth in the preamble to the Agreement.
"E.U. Data Protection Laws" means the GDPR and laws implementing or supplementing the GDPR as well as all applicable laws relating to data protection and privacy within the European Economic Area, Switzerland, and, in the event, the United Kingdom leaves the European Union, the United Kingdom.
"Feedback" has the meaning set forth in Section 5 of the Platform Use Terms.
"GDPR" means E.U. General Data Protection Regulation 2016/679.
"House Advertisement" has the meaning set forth in Section 1.05 of the Platform Use Terms.
"Impression" means the serving of a Display Advertisement on the Assets as measured by the Services.
"Indemnified Party" has the meaning set forth in Section 7 of the Platform Use Terms.
"Indemnifying Party" has the meaning set forth in Section 7 of the Platform Use Terms.
"Invalid Means" means the generation of Pageviews or Impressions on the Assets, directly or indirectly, through any payments to third parties (e.g., through the use of paid search or paid display) not previously approved by Roundtable or through any automated, deceptive, or fraudulent means, which includes traffic that: (a) originates from I.P. addresses or computers under Partner's control or the control of an Affiliate of Partner; (b) was solicited by an unauthorized payment of money, through a false representation or through any illegal or otherwise invalid request for users to view, engage with or interact with Advertisements; or (c) is otherwise acquired in violation of the Agreement.
"Launch Date" has the meaning set forth in the Agreement.
"Launch" has the meaning set forth in the Agreement.
"Laws" means any applicable law, statute, regulation, ordinance, order, license, permit, judgment, decision, or other requirements, now or in the future in effect, of any governmental authority of competent jurisdiction, including, without limitation, applicable E.U. Data Protection Laws.
"Log-in Data" has the meaning set forth in Section 1.03 of the Platform Use Terms.
"Maintenance Windows" has the meaning set forth in the Agreement.
"Membership Revenue" means Revenue from Subscription Products sold by Partner, if the applicable sale of a Subscription Product was initiated directly from "purchase" or similar link within a Domain.
"Migration" means the transfer of the Domains and related or associated agreed-upon content to the Platform.
"Minimum" has the meaning set forth in Section 4.01 of the Platform Use Terms.
"Model Clauses" has the meaning set forth in Section 2.05 of the Platform Use Terms.
"Network means Roundtable, Arena and third-party owned and/or operated properties, platforms or channels that are distribution partners of Roundtable via the Platform or pursuant to agreements between Roundtable and such third parties.
"Non-Direct Sales Revenue" means Non-Membership Revenue that is not Roundtable Direct Sales Revenue and includes, without limitation, buying and selling Advertisements through Private Marketplaces, Advertising Exchanges (including Open Exchanges), Trading Desks, sales houses or advertising networks.
"Non-Membership Revenue" means Revenue that is not Membership Revenue.
"Off-Platform Revenue" has the meaning set forth in Section 4.01 of the Platform Use Terms.
"Open Exchange" means the use of an Advertising Exchange to permit programmatic buying and selling of advertising inventory on the Domains in any manner other than a Private Marketplace.
"Open Impression" has the meaning set forth in Section 1.06 of the Platform Use Terms.
"Opt-In Agreement" is a separate click-wrap or other Agreement setting forth nature, terms, conditions, and pricing for any additional fee-based Services (including, but not limited to, Third Party Services) that Partner elects to add to the Services.
"Pageviews" means the viewing of a page of the Assets as measured by the Services based on data obtained through Comscore Tags or such other reasonable method implemented by Roundtable, but excluding pageviews served to end-users who are specifically viewing such content directly from within a widget, application, newsletter, Facebook page or Twitter stream. A "Pageview" may include multiple Advertisements.
"Partner Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, URLs, keywords and other navigational elements, links, and pointers, and any other materials (a) created by, or on behalf of, Partner or provided by on, or on behalf of, Partner pursuant to the Agreement or otherwise, and (b) published on a Domain or the Platform (including on third-party domains).
"Partner Identity" has the meaning set forth in Section 2.02 of the Platform Use Terms.
"Partner Indemnified Parties" has the meaning set forth in Section 7 of the Platform Use Terms.
"Partner Parties" has the meaning set forth in Section 11 of the Platform Use Terms.
"Partner Privacy Notices" has the meaning set forth in Section 2.04 of the Platform Use Terms.
"Partner" has the meaning set forth in the preamble to the Agreement.
"Party" and "Parties" has the meaning set forth in the preamble to the Agreement.
"Permitted Downtime" has the meaning set forth in the Agreement.
"Personal Data" means any personal data or personal information (or similar variations of such terms), as defined under privacy and data protection Laws, that relates to any users of an Asset.
"Platform License" has the meaning set forth in Section 2.02 of the Platform Use Terms.
"Platform Use Terms" has the meaning set forth in the preamble hereto.
"Platform" has the meaning set forth in the preamble to the Agreement.
"Platform Costs" means the cost and expenses incurred by Roundtable for the use of the Platform and Services, pursuant to such management accounting policies, methods, and procedures then used by Roundtable from time to time, consistently applied.
"Privacy Shield" has the meaning set forth in Section 2.05(a) of the Platform Use Terms.
"Private Marketplace" means the use of an Advertising Exchange to permit programmatic buying and selling of advertising inventory on the Assets by Trading Desks or direct advertiser relationship facilitated through the use of a Deal ID.
"Programmatic Guaranteed" means an automatic one seller-one buyer transaction to buy and sell advertising inventory on the Domains with fixed pricing and reserved inventory.
"Recipient" has the meaning set forth in Section 8 of the Platform Use Terms.
"Revenue Share" means that portion of Revenue payable to Partner under the Agreement.
"Revenue" means, for any applicable period, and without duplication, the revenues generated by the Assets (whether from advertising, sponsorships, memberships, subscriptions, distribution, commerce, affiliate links, or other commercial activity on or via Assets or Domains) and collected by Roundtable or Partner, net of Platform Costs, Sponsorship Commissions and direct third-party costs such as credit-card processing, ad serving, custom creative (tied to a sponsorship), refunds, returns, make-goods, direct production, media agency, cost of goods sold, shipping, setoffs, and other offsets, as determined by Roundtable on a consistent basis in accordance with its then policies and procedures consistently applied.
"Roundtable Advertisements" has the meaning set forth in Section 1.05 of the Platform Use Terms.
"Roundtable Direct Sales Efforts" means the sale of Advertisements by employees of Roundtable (or by representatives of Roundtable) by or through direct interactions between such persons and the advertising agency, Advertiser or authorized representative thereof where such direct interactions include Roundtable's responses to requests for proposal from such the advertising agency or Advertiser and/or execution of insertion orders. Roundtable Direct Sales Efforts does not include sales by or through third-party aggregators, including, but not limited to, buying and selling through Private Marketplaces, Advertising Exchanges (including Open Exchanges), Trading Desks, Programmatic Guaranteed, sales houses, or advertising networks.
"Roundtable Direct Sales Revenue" means Revenue generated or arising from the sale of Advertisements by or through Roundtable Direct Sales Efforts.
"Roundtable" means Roundtable Media, LLC, a corporation.
"Roundtable Indemnified Parties" has the meaning set forth in Section 7 of the Platform Use Terms.
"Roundtable Parties" has the meaning set forth in Section 11 of the Platform Use Terms.
"Roundtable Privacy Notices" has the meaning set forth in Section 2.04 of the Platform Use Terms.
"Sell" means any activity that qualifies as "sell,” "selling,” "sale," or "sold".
"Seller" means: (a) with respect to Non-Membership Revenue, the person whose relationship led to the insertion order, campaign, agency or Trading Desk relationship, or other Revenue generating opportunity, as determined by Roundtable, which is (A) Roundtable, if generated via programmatic advertising (including but not limited to open market, private marketplace/P.M.P., and programmatic direct), remnant advertising through an advertising network or similar intermediary reseller of advertising inventory or otherwise by generated by Roundtable, (B) Partner if not covered under Section (i)(B) and the transaction is generated by Partner; or (C) Roundtable, if the transaction is generated by another person; and (b) with respect to Membership Revenue, (A) Partner, if the applicable sale of a Subscription Product was initiated directly from "purchase" or similar link within a Domain and (B) if not covered under Section (ii)(A), the person who sold such Subscription Product.
"Services" has the meaning set forth in the preamble to the Agreement.
"Service Level Breach" has the meaning set forth in the Agreement.
"Service Level Requirements" has the meaning set forth in the Agreement.
“Sponsorship Commission" has the meaning set forth in the Agreement.
"Subject Matter" has the meaning set forth in the preamble to the Agreement.
"Subscription Products" means membership or subscription products pursuant to which a user receives access to content not available to users who are not subscribers, which may include Partner Content.
"Term" has the meaning set forth in the Agreement.
"Third Party Providers" has the meaning set forth in Section 1.03 of the Platform Use Terms.
"Third Party Services" has the meaning set forth in Section 1.03 of the Platform Use Terms.
"Trading Desk" means a platform or service operated by an advertising agency or Advertiser that allows such agency or Advertiser to manage its media and audience buying through a centralized, managed services layer (typically via a demand-side platform or other inventory buying technology).
"URL" means Uniform Resource Locator, the address of a worldwide web resource.
"User Content" has the meaning set forth in Section 1.01 of the Platform Use Terms.
"User ID" has the meaning set forth in Section 2.01 of the Platform Use Terms.
"Wind-Down Period" has the meaning set forth in Section 10 of the Platform Use Terms.
First published: August 2, 2021
Last Update: 5/13/2022 - replaced "Maven" with "Arena"