Roundtable Sub-Partner Addendum
1. Relationship Among the Parties. DeMed provides access to the Platform and the Services to Sub-Partner pursuant to a contractual relationship with Roundtable, Inc., a Delaware corporation ("Roundtable"). Except as otherwise set forth in this Addendum, Sub-Partner has no contractual or other relationship with Roundtable.
2. Third-Party Beneficiary. Roundtable, as and while a provider of the Platform and Services, is an intended direct beneficiary of this Addendum and entitled to enforce all of its terms. In addition, by separate agreement with DeMed, Roundtable is a third-party beneficiary of those protections, defenses and rights provided by Sub-Partner to DeMed and Roundtable, including, without limitation, Data Collection, Digital Millennium Copyright Act, Indemnification, confidentiality, Feedback, and Non-Disparagement.
3. Roundtable Policies for Publishers. Sub-Partner shall comply at all times with Roundtable's Policies for Publishers (“Roundtable Policies”), which such Roundtable Policies are set forth below, and which shall be subject to amendment or modification at the same time and in the same manner that the Roundtable Policies are amended or modified. If Sub-Partner fails to comply with Roundtable Policies, DeMed, or Roundtable, each acting independently, may suspend Sub-Partner from the use of the Platform and Services and terminate all rights of Sub-Partner to access to the Platform and the Services, in each case without any liability to Roundtable.
3.1 Restricted Content. The following content is prohibited from the Domains of Sub-partner in all cases unless clearly and demonstrably necessary to establish essential facts of a story.
(i) Sexually explicit or pornographic images or content
(ii) Any content (and including any product or service offering) that violates applicable laws, rules, regulations or infringes or assists others in infringing intellectual property rights
(iii) Graphic violence
(iv) An implied affiliation or favored status with Roundtable, Arena Group, Sports Illustrated, Authentic Brands Group (“ABG”) or an Affiliate of any of them
(v) Unauthorized or unapproved use of Roundtable, Arena Group, Sports Illustrated, ABG or an Affiliate’s creative assets
3.2 Platform Restrictions- Prohibited Conduct. Sub-Partner shall not:
(i) access, tamper with, or use non-public areas of the Platform or any of the Services, any Third Party Services or the computer or delivery systems of Arena and/or any third party provider;
(ii) attempt to or actually access any of the Services or any Third Party Services by any means other than through the interfaces provided by Roundtable or such third provider, as applicable, unless Partner has been specifically allowed to do so in a separate agreement with Roundtable or such third party provider, as applicable;
(iii) probe, scan, or test any system or network (particularly for vulnerabilities) or otherwise attempt to breach or circumvent any security or authentication measures of the Services or any Third Party Services;
(iv) store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Services or otherwise distribute in any way any component of the Services other than as specifically permitted in the Partner Agreement,
(v) create derivative works based on or in any manner commercially exploit any component of the Services or any Third Party Services, other than as expressly permitted in the Partner Agreement;
(vi) use the Services or any third party services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or e-mail headers;
(vii) interfere with or disrupt, (or attempt to do so), the access of the Services or any third party services, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services or any Third Party Services, or by scripted use of the Services or any Third Party Services in such a manner as to interfere with or create an undue burden on the Services or any Third Party Services; or
(viii) generate (or authorize or encourage any third party to generate) pageviews or impressions using Invalid Means.
(i) "Assets" have the meaning set forth in the Sub-Partner Agreement, and include, the Partners Content and Domains as defined therein.
(ii) “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 IP addresses or computers under Partner’s control or the control of an affiliate of Sub-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.
(iii) "Third-Party Services" means any products or services by third parties that are integrated into, or made part of, the Services or the Platform.
(iv) All other capitalized terms not defined have the meaning set forth in the Partner Agreement.