sovrn.com Workbench Network Terms of Service

Last Updated: October 28, 2016

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND SOVRN, INC. (“We” or “Sovrn”). YOU SHOULD FIRST READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE (the or this “Agreement”) AS THEY GOVERN YOUR ACCESS TO AND USE OF A SOVRN SERVICE (“Service”), WEBSITE (“Site”), SOFTWARE, APPLICATION, OR API PLUGIN (“Software”) (the Service, Site, or Software referenced collectively herein as the “Solution”). SOVRN IS WILLING TO LICENSE THE USE OF THE SOLUTION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR IF YOU HAVE NOT GAINED ACCESS TO THE SOLUTION PURSUANT TO THE EXECUTION OR ACCEPTANCE OF A PUBLISHING OR OTHER AGREEMENT WITH SOVRN, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SOLUTION AND ARE INSTRUCTED TO CEASE ALL USE OF THE SOLUTION IMMEDIATELY.

terms and conditions

1.         LICENSE GRANT. The Solution is provided by Sovrn, and this Agreement provides to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the Solution (in the form made available by Sovrn) conditioned on your continued compliance with the terms and conditions of this Agreement. In connection with the foregoing license and as the only right to sublicense, You may also enable an individual employee(s) of yours (each, an “Authorized User(s)”) to access and use the Solution so long as all such use remains in compliance with this Agreement. Moreover, You acknowledge and agree that You shall be responsible for monitoring your and your Authorized User(s)’s use of the Solution and for maintaining compliance with the terms and conditions of this Agreement. Accordingly, any breach of this Agreement by an Authorized User(s) shall constitute a breach by You. In connection with this license, references to “You” or “Authorized User” throughout this Agreement mean You, any Authorized User(s), and the corporate or entity-level client of Sovrn that accesses the Solution per any other agreement with Sovrn. The content layout, formatting, and features of and online or remote access processes for the Solution shall be as made available by Sovrn in its sole discretion. You also acknowledge and agree to the following: (i) Sovrn has the right to control and direct the means, manner, and method by which the Solution is provided; (ii) Sovrn may, from time to time engage independent contractors, consultants, or subcontractors to aid Sovrn in providing the Solution or use thereof; and (iii) Sovrn has the right to provide the Solution to others.

2.         SOFTWARE. Sovrn may make downloadable (html code based) Software available through the Solution. The right to use the Software is provided as a part of the grant (above) to use the Solution in accordance with this Agreement and subject to the following additional obligations. You may only use the Software on a website(s) (supported by Sovrn or by WORD PRESS, or such other CMS system supported by Sovrn) that You own or control and as a part of your use of a Sovrn product or service. Software may not be placed or used on any site that contains any content that is in any way unlawful, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable. Additionally, Software may not be placed on any site that, in the opinion of Sovrn, disparages Sovrn or infringes any Sovrn or third party intellectual property or other rights. This Agreement does not grant any right to modify the Software or provide a right or license in or to any code, content, logos or trademarks beyond the limited and express permission to display the Software granted herein. All other rights in and to the Software are reserved to Sovrn. By way of example and without limitation, You may not change any code provided by Sovrn, obscure or disable any element of any Software, tag links to Sovrn from the Software with a “nofollow” attribute, or otherwise prevent or discourage search engines from following or scoring link. Some Software may use IFRAMEs, JavaScript, cookies or other technologies that may not be supported by every browser or by every Web service provider or content management platform, or that may be turned off by default or by users or system administrators. You acknowledge and agree that Sovrn does not provide support for compatibility of your website or of your visitors’ Web browsers with its Software.

3.         RESTRICTIONS. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Solution. Accordingly, You are hereby prohibited from using the Solution in any manner that is not expressly and unambiguously authorized by this Agreement. You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Solution, or any portion of the Solution without Sovrn’s prior written consent except as expressly and unambiguously authorized herein. Moreover, You may not (a) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, analyze, or monitor any portion of the Solution or in any way reproduce or circumvent the navigational structure or presentation of the Solution to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Solution, (b) attempt to gain unauthorized access to any portion or feature of the Solution or any other systems or networks connected to the Solution or to any Sovrn server or to any of the services offered on or through the Solution, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Solution or any network connected to the Solution, nor breach the security or authentication measures on the Solution or any network connected to the Solution, (d) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Solution, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Solution or Sovrn’s systems or networks or any systems or networks connected to the Solution, (f) use any device, software, or routine to interfere with the proper working of the Solution or any transaction conducted on the Solution, or with any other person’s use of the Solution, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to Sovrn on or through the Solution, (h) use the Solution or any portion of the Solution to submit User Content (as defined below) to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing content or content unrelated to the site on which it is to be displayed or the topic of such site, or (i) use the Solution in an unlawful manner. When using the “editorial network” or similar feature or functionality of the Solution (“Editorial Network Service”), You many not (a)“artificially alter the Recommendations (as hereinafter defined), or any other Service, including by way of creating separate user accounts for the purpose of artificially altering the Service or Recommendations; artificially inflating clicks on Recommendations or Promoted Content, or participating in any other organized effort that in any way artificially alters the results of the Service, (bb) use any metadata and content enhancements or RIDs produced by Sovrn to create a metadata and content enhancements retrieval service similar to Sovrn, (cc) do bulk processing, where You are adding minimal value beyond adding Sovrn metadata and content enhancements to the content. For example – if You are a webcrawler, You should not send all of your content to Sovrn before sending it to your users or into your index, (dd) use the Service in conjunction with deep packet inspection or similar monitoring technologies, or (ee) employ any techniques to avoid Sovrn’s prescribed daily limitations without first seeking Sovrn’s prior approval by contacting Sovrn at support@Sovrn.com”. Our Editorial Network Service is designed to enhance content submitted to it by analyzing that content and returning relevant metadata (tags, entities, categories) and content enhancements (related article, image links, graphics, photographs, illustrations, audio clips and video clips) (collectively, “Recommendations”) to you.

4.         RECOMMENDATIONS. With respect to any Recommendations generated from use of the Solution, You will not alter any linking, credit, or other attribution or references provided with such Recommendations. In addition, You will only use Recommendations in the form provided and not change their appearance, size, scheme, or format. Moreover, You will not make any commercial use of the Recommendations, including, but not limited to accepting payment or other consideration for making the Recommendation.

5.         AUTHORIZED USER OBLIGATIONS. At all times, You agree to conduct your on-line activities on or through the Solution in accordance with this Agreement. Subject to Sovrn’s right to monitor and audit compliance, You acknowledge and agree that it is your responsibility to maintain compliance with the terms and conditions of this Agreement. You represent and warrant to Sovrn that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and otherwise meet the conditions of an Authorized User as specified herein; and (ii) You have all rights and permission necessary to submit, display, or make available any User Content (as defined below) submitted to or through the Solution and have obtained at your sole expense all necessary consents, rights, permissions, and clearances (and provided Sovrn with reasonable proof thereof (if requested)) required for Sovrn to use such User Content in connection with the Solution. You also represent that You (or the person executing or acting under this Agreement on behalf of your entity or organization) will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Solution, including, without limitation, when You provide information via a Solution registration or submission form. In addition, You represent that You are able to assume all responsibility for your use, and the results of your use, of the Solution, including meeting any legal or certification standard or any requirements of your contracts with third parties or other persons. Sovrn assumes no responsibility or liability for any claims that may result directly or indirectly from the communications or interactions You establish with other persons or entities. You access and use the Solution on your own volition and are responsible for compliance with all applicable laws with respect to your use. In particular, You shall not export the Solution (or access thereto) without complying with such laws, orders, restrictions, or regulations. You will also not use the Solution in connection with any site that contains any content that is in any way unlawful, harmful, obscene, harassing, or racially, ethnically, or otherwise objectionable. In addition, You acknowledge and agree that use of the Internet and access to the Solution is solely at your own risk. While Sovrn has endeavored to create a secure and reliable solution, You should understand that the confidentiality or reliability of any information or material transmitted through the Solution or to/from the Solution over the Internet or other form of global communication network cannot be guaranteed. You must make your own determination as to such issues. Further, although Sovrn uses commercially reasonable efforts to maintain the Solution, You agree that it shall be solely your responsibility for maintaining copies, backing-up, and/or archiving all of your data or information which You use on or in connection with the Solution. You also agree to assume all responsibility for obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the Solution, and maintaining and backing-up any of your data notwithstanding any of Sovrn’s responsibilities. Any support, training, updates, upgrades, storage, security, or maintenance of or for the Solution shall only be available pursuant to the terms and conditions of a separate written agreement with Sovrn (as agreed to by Sovrn in its sole discretion). In addition, You agree to (i) maintain a privacy policy for each of your websites and/or software product(s) that utilize the Solution that (a) provides notice of data collection and use practices related to the Solution, including, without limitation, use of a cookie, web beacon or other tracking mechanisms, and (b) discloses your privacy practices and (ii) operate in accordance with all applicable sovrn guidelines and policies, including, without limitation, our privacy policies as relevant to each user’s jurisdiction of residence, available at https://www.sovrn.com/company/privacy-policy, and all applicable privacy and data security laws and regulations.

6.         END USER LICENSING. You agree that for each of your websites and/or software product(s) that utilize the Solution, such website’s terms and conditions will include terms to ensure that: (i) the Solution shall be at least as protected as your own proprietary software applications, and (ii) such proprietary software applications are protected by the terms of use on such website. Additionally, the privacy policy of the applicable website and/or software product(s) should explain that data collected in connection with use of the Solution is routed to a third party that controls rights to such data, but such routing does not include any personally identifiable information. You agree to include in such terms and conditions for use outside of the United States any country-specific provisions needed to comply with the foregoing, and agree to enforce the terms and conditions applicable to the Solution contained in such license.

7.         ACCOUNT POLICY. If You register for access to certain functionality, Sovrn shall assign to You an account for use of the Solution and for the delivery of and access to your User Content. Registration as an Authorized User for access to certain areas of the Solution shall then require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the Solution and to your account. Accordingly, by using the Solution, You agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User’s user name and password. You will immediately notify Sovrn if You become aware of any loss or theft of your password or any unauthorized use of your user name and password. Sovrn cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Sovrn reserves the right to delete or change a user name or password at any time and for any reason.

8.         PRIVACY POLICY. You understand, acknowledge, and agree that the operation or use of certain areas of the Solution requires the submission, use, and dissemination of various personally identifiable information. Moreover, by installing, accessing, or using the Solution, You agree to allow Sovrn to collect certain information regarding your use of the Solution (including, without limitation, certain data regarding feature utilization, navigation, and personal information (e.g., name, email, etc.), and further agree to provide Sovrn reasonable cooperation in connection with operation of or support for the Solution. If You register or submit your email address to Sovrn, You also agree to receive electronic communications from Sovrn. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or relating to the Solution or Sovrn’s services. These electronic communications are part of your relationship with Sovrn and You receive them as part of your use of the Solution. Accordingly, if You wish to access and use those areas of the Solution, You acknowledge and agree that your use of the Solution will constitute acceptance of the Solution’s personally identifiable information collection and use practices. Please see Sovrn’s Privacy Policy www.sovrn.com/privacy-policy/ for a summary of Sovrn’s personally identifiable information collection and use practices. Moreover, You agree that any such notices, agreements, disclosures or other communications that Sovrn sends You electronically will satisfy any legal communication requirements.

9.         USER CONTENT. You will, in the case of your User Content (defined below) that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Sovrn or otherwise. With respect to any information or materials You submit, provide, or make available or that You post, display, or transmit with or through the Solution (collectively, “User Content”), You agree that You will not post or transmit any of the following: (a) anything which interferes with or disrupts the Solution, including any virus, worm, malware, Trojan horse, or other harmful or destructive programming code, (b) anything which may damage, lessen, or harm the goodwill or reputation of Sovrn and its services, (c) anything which defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others, (c) anything that constitutes spam or unethical or unauthorized content designed to drive traffic to a third party site or boost search engine rankings of third party sites, (e) anything that constitutes phishing, spoofing, or misleading content, and (f) anything which violates any law. In addition, You agree not to attach credits to the User Content with any intent to mislead, spam, spoof, phish or otherwise deceive downstream consumers of your content. Moreover, any views or opinions expressed by You in the User Content are not Sovrn’s statements or publications and do not reflect the views or opinions of Sovrn.

10        Delivery of USER CONTENT; DATA RIGHTS. You acknowledge and agree that Sovrn shall not be obligated to incorporate into the Solution any User Content failing to meet any stated technical requirements or submission guidelines. Sovrn also reserves the right to refuse any User Content that does not arrive in a timely fashion (per stated Sovrn guidelines for delivery of materials (if applicable)) or are otherwise considered defamatory, libelous, indecent, obscene, offensive, or otherwise unlawful. Sovrn reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any User Content. In connection with delivering and providing to Sovrn any User Content or other information, You hereby and automatically grant to Sovrn a non-exclusive, perpetual, worldwide, irrevocable, sublicensable, and royalty-free right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such User Content or information for any lawful purpose and at a minimum, as necessary in connection with the Solution and Sovrn’s service obligations. In order to provide certain services in connection with the Solution, You further allow and acknowledge and agree that Sovrn will be permitted to use any data collected or generated by Sovrn and related to the use and distribution of your User Content through or with the Solution (“Sovrn Data”). Such Sovrn Data may include demographic or other data that You provide linked to data voluntarily submitted utilizing the Solution, e.g., email addresses. In addition to the foregoing grant for the User Content, You hereby grant Sovrn a non-exclusive, royalty-free, perpetual, worldwide, sublicensable, royalty-free right and irrevocable right and license to utilize the Sovrn Data to track, extract, compile, synthesize, aggregate, modify (including the right to create derivative works of), and analyze such Sovrn Data, including, but not limited to, the creation of anonymous and promotional tracking data (“Tracking Data”). Sovrn reserves the right to use, reproduce, distribute and display Tracking Data, in its sole discretion. Please see the Sovrn Privacy Policy www.sovrn.com/privacy-policy/ for more information on Sovrn’s data collection and use practices. Notwithstanding the foregoing, You acknowledge and agree that Sovrn shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to provide any User Content or information to the Solution in a timely or accurate manner. Moreover, Sovrn assumes no responsibility for the deletion of or failure to store any User Content.

 

11.       NO PRE-SCREENING OF USER CONTENT. Sovrn is not responsible for screening, policing, editing, or monitoring your or another Authorized User’s User Content and encourages reasonable discretion and caution in evaluating or reviewing any User Content.  Moreover, Sovrn does not endorse, oppose, or edit any opinion or information provided by You or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any User Content displayed, uploaded, or distributed by You or any other Authorized User.  Nevertheless, Sovrn. reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to User Content (or parts thereof) that Sovrn reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to Authorized User support requests, (v) protect the rights, property or safety of Sovrn, its users, or the public, or (vi) that Sovrn believes in good faith violate this Agreement and/or are, or are potentially, unlawful or harmful to Sovrn, its services, or goodwill.  If You violate this Agreement, Sovrn may, in its sole discretion, delete the unacceptable content from your User Content, remove or delete the User Content in its entirety, issue You a warning, and/or terminate your use of the Solution.

12.       PAYMENT TERMS. You shall pay the then-applicable license, service, or subscription fee(s), if any, (as designated by Sovrn) for use of the Solution. Such fee(s),if any, is for the designated time period or Service(s), shall be payable in advance, and shall be non-cancelable (as applicable) once You submit your order, You access or use the Solution, or the designated license period begins. Sovrn may increase such fees following the designated license period or the end of the then-current calendar year, whichever occurs first. All fees are non-cancelable and do not include any applicable taxes, and You shall remain responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on Sovrn’s net income). You shall provide copies of any and all exemption certificates to Sovrn if You are entitled to any exemption. You shall not offset or reduce any amount owed to Sovrn. Sovrn will invoice You for all standard time and materials rates or such other pricing or fees or reimbursable expenses, including, but not limited to, travel and per diem expenses incurred by Sovrn for any support, training, implementation, or programming work provided at a location outside of Sovrn’s principal office requested by You. All fees or expenses are in U.S. Dollars ($), and You shall utilize the directed payment method (e.g., credit card) or forward the payment of any fees (in U.S. Dollars) to Sovrn at the address designated by Sovrn. Unless otherwise indicated by Sovrn in writing, all invoices that Sovrn submits to You must be paid within thirty (30) days of the receipt of Sovrn’s invoice. All past-due payments will accrue interest at a rate of one and one-half percent (1.5%) or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. Sovrn also reserves the right to terminate or suspend access to the Solution if You fail to pay any amounts within thirty (30) days of the date when due. You shall reimburse Sovrn for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the amounts due to Sovrn under the Agreement shall survive any expiration or termination of the Agreement.

13.       ATTRIBUTION. In order to reflect Sovrn’s ownership of the Solution and to protect Sovrn’s interests therein, You shall ensure that proper attribution and notice appears with any use of the Solution. If You syndicate, publish or otherwise transmit any content containing, enhanced by or derived from Sovrn-generated metadata and content enhancements You will use You best efforts to incorporate the correct Sovrn-provided credits in the post of the content. You shall therefor undertake to include in connection with any printout or subsequent use of any content from the Solution a notice including the following information, “Copyright © Sovrn (or its licensors)” and such other information as designated by Sovrn. In accordance with the foregoing, during the Term of this Agreement, Sovrn hereby grants to You a limited, non-exclusive, non-transferable right and license to use the full trade name of “Sovrn” solely in connection with your attribution of the applicable content. In connection with this trademark license grant, You agree to comply with any guidelines for use as provided by Sovrn from time to time.

14.       PROPRIETARY RIGHTS. This Agreement provides only a limited license to use the Solution. Except as expressly provided herein, Sovrn does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, You expressly acknowledge and agree that Sovrn transfers no ownership or intellectual property interest or title in and to the Solution to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Solution, unless otherwise indicated, are owned, controlled, and licensed by Sovrn (or its licensors, affiliates, or subsidiaries) and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Unless otherwise noted, the Solution is Copyright © 2016 Sovrn, Inc. All rights reserved. If You violate any of the foregoing restrictions, Sovrn shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by You in connection with such violation as they may relate to the Solution. You hereby agree to make all assignments necessary to accomplish the foregoing ownership. SOVRN and all other names, logos, and icons identifying Sovrn and its programs, products, and services are proprietary trademarks of Sovrn, and any use of such marks, including, without limitation, as domain names, without the express written permission of Sovrn is strictly prohibited.

15.       CONFIDENTIALITY. You acknowledge and agree that in connection with this Agreement or your use of the Solution You may receive or gain access to the confidential, proprietary, or sensitive information of Sovrn and/or its licensors (the “Confidential Information”). Accordingly, with respect to the Confidential Information of Sovrn, You agree to secure and protect the confidentiality of the Confidential Information of Sovrn (and/or its licensors) in a manner consistent with the maintenance of Sovrn’s rights therein, using at least as great a degree of care as You use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You also acknowledge and agree that any disclosure or unauthorized use of such Confidential Information would be detrimental to Sovrn and its business and goodwill. You therefore shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement. In particular, You acknowledge and agree that You are prohibited from disclosing or making accessible any Confidential Information of Sovrn to any unaffiliated or independent person or entity. All Confidential Information of Sovrn shall remain the exclusive property of Sovrn. These restrictions do not apply to Confidential Information which You (i) are required by law or regulation to disclose, but only to the extent and for the purposes of such law or regulation; (ii) disclose in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order, and only if You first notify Sovrn of the order and permit Sovrn to seek an appropriate protective order or move to quash or limit such order; or (iii) disclose with written permission of Sovrn, in compliance with any terms or conditions set by Sovrn regarding such disclosure. Upon termination or expiration of this Agreement, You shall return to Sovrn or destroy, at the request of Sovrn, all Confidential Information of Sovrn and certify in writing to Sovrn, within ten (10) days following termination or expiration, that all such Confidential Information has been returned or destroyed.

16.       FEEDBACK. Sovrn welcomes your feedback and suggestions about Sovrn’s products or services or with respect to how to improve the Solution. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Sovrn, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Sovrn and enable Sovrn to use such Feedback. In addition, any Feedback received through the Solution will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Sovrn to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

17.       LINKS TO OTHER SITES. Sovrn may provide links, in its sole discretion, to other sites on the World Wide Web. These sites have not necessarily been reviewed by Sovrn and are maintained by third parties over which Sovrn exercises no control. Accordingly, Sovrn expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party websites. Moreover, these links do not imply an endorsement with respect to any third party or any websites or the products or services provided by any third party.

18.       DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY SOVRN, THE SOLUTION IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SOVRN MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SOLUTION AT ANY TIME AND FOR ANY REASON. OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOVRN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT SOVRN DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD. BECAUSE THE SOLUTION IS BASED ON YOUR RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOLUTION IS WITH YOU. YOU THEREFORE ACKNOWLEDGE THAT SOVRN HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING WHICH AUTHORIZED USERS GAIN ACCESS TO THE SOLUTION; WHAT EFFECTS THE SOLUTION MAY HAVE ON YOU, YOUR WEBSITE, OR EQUIPMENT; THE ACCURACY OR HOW YOU MAY INTERPRET, RELY ON, OR USE THE SOLUTIONE OR THE DATA, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REPUTATION OR LOSS OF TRAFFIC ON YOUR WEBSITE(S); OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE SOLUTION. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE COMMENCEMENT OF THE INITIAL PERIOD FOR THE SOLUTION AND NO WARRANTIES SHALL APPLY AFTER THIS THIRTY- (30-) DAY PERIOD.

19.       LIMITATION OF LIABILITY. YOU acknowledge and agree that Sovrn shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond Sovrn’S control, including, but not limited to, failure of electronic or mechanical equipment, telephone or GENERAL other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other GENERAL labor problems, wars, or governmental restrictions. Sovrn also assumes no responsibility for YOUR FAilure to comply with any applicable law or regulation. YOU ALSO ACKNOWLEDGE AND AGREE THAT Sovrn will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether Sovrn was advised of the possibility of such damages. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SOVRN SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF, OR RELIANCE ON, ANY USER CONTENT, RECOMMENDATIONS, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD PARTY WEBSITE LINKED OR REFERRED TO BY ANY PORTION OF THE SOLUTION.  your individual rights differ from any obligations that Sovrn may owe to any entity pusruant to a separate written agrEement with Sovrn. The ENTIRE liability of Sovrn for any claim arising out of or in connection with THIS Agreement shall not exceed $1,000.

20.       GOVERNING LAW. This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Colorado as applied to agreements entered into and completely performed in the State of Colorado. You and Sovrn each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the State of Colorado for any disputes between You and Sovrn under or arising out of this Agreement. Any claim You might have against Sovrn must be brought within one (1) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and that each party has the right to seek attorneys’ fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. Sovrn makes no representation that the Solution is appropriate or available for use in other locations, and access to the Solution from territories or nations where any aspect of the Solution is illegal is prohibited. You access the Solution on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Solution.

21.       SECURITY & ENFORCEMENT. You may not use the Solution or any of Sovrn’s data, systems, network, or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using Sovrn data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of a Sovrn system or network, circumventing any Sovrn security or authentication measures, monitoring Sovrn data or traffic, interfering with any Sovrn services, collecting or using from the Solution email addresses, screen names, or other identifiers, collecting or using from the Solution information, including any User Content, without the consent of the owner or licensor, using any false, misleading, or deceptive TCP-IP packet header information, using the Solution to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that it likely to result in retaliation against Sovrn or its data, systems, or network. Actual or attempted unauthorized use of the Solution may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Sovrn reserves the right to view, monitor, and record activity on the Solution without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the Solution. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Solution as well as to disclosures required by or under applicable law or related government agency actions. Sovrn will also comply with all court orders involving requests for such information. In addition to the foregoing, Sovrn reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Solution, or any portion of the Solution, in order to protect the Solution, Sovrn, or Sovrn’s business.

22.       COPYRIGHT POLICY.   If You believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Sovrn by email at legal@sovrn.com or by mail at Copyright Agent, Sovrn, Inc., 1750 29th Street, Suite 2036, Boulder, CO 80301, by providing all of the following in writing: (1) identify the copyrighted work You claim has been infringed or if multiple copyrighted works, then a representative list of such works on the website; (2) identify the material on the website that You claim is infringing and with enough detail so that we may locate the material; (3) provide a statement that You have a good faith belief that the use of the material on the website is not authorized by the copyright owner, its agent, or the law; (4) provide a statement declaring that the notification is accurate, and, under penalty of perjury, that You are the owner of the copyright interest involved or that You are authorized to act on behalf of the exclusive owner; (5) provide information reasonably sufficient to permit Sovrn to contact You, such as an address, telephone number, and email address; and (6) your physical or electronic signature. Upon receipt of notice as described above, Sovrn will investigate the allegedly infringing material, and remove of the such material from the Site if it determines that infringement has occurred.

23.       Indemnification. You shall indemnify, hold harmless, and defend Sovrn and its officers, directors, customers, counselors, agents, and employees against all claims, liabilities, costs, damages, judgments, suits, actions, or proceedings (including any instituted by a government or government agency), losses and expenses, including reasonable attorneys’ fees and costs of suit or proceeding, arising out of or resulting from any breach by You and/or your Authorized User(s) of this Agreement or any failure by You and/or your Authorized User(s) to fulfill any obligation or condition specified in this Agreement.

24        TERM AND TERMINATION. Notwithstanding any term of payment for a defined period of time, this Agreement and your right to use the Solution will take effect (or re-take effect) at the moment You click “I ACCEPT” or each time You install, access, or use the Solution, and is effective until terminated as set forth below. Sovrn reserves the right at any time and for any reason to deny You access to the Solution or to any portion thereof. This Agreement will terminate automatically if You click “I REJECT“. In addition, this Agreement will also terminate automatically if You fail to comply with this Agreement, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this Agreement at any time by ceasing to use the Solution, but all applicable provisions of this Agreement will survive termination, as identified below. Sovrn may also terminate this Agreement upon notice to You. Upon termination, your right to use the Site or Service will immediately cease and You shall destroy and remove from all computers, hard drives, networks, and other storage media in your possession or under your control all copies of the Solution and any resultant data, and shall so certify, if requested, to Sovrn that such actions have occurred. In addition to the “Miscellaneous” provision, the provisions concerning restrictions, rights to User Content, Solution’s proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, governing law, and limitation of liability will survive the termination of this Agreement for any reason.

25.       NOTICES. All notices, demands, and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered, by first class U.S. Mail, return receipt requested, in person, by commercial overnight courier (e.g., FEDERAL EXPRESS), with receipt deemed to have occurred three (3) calendar days after being mailed, or when receipt is acknowledged if sent by facsimile or other electronic transmission device.

26.       OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to receipt of (or access to) certain services, participation in a particular program, and/or to specific portions or features of the Solution. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between this Agreement and other terms, the other terms shall control with respect to your use of that portion of the Solution or the affected product, program, or service. Sovrn’s obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing in this Agreement should be construed to alter such terms, conditions, notices, and agreements.

27.       MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to Sovrn, such injury would not be quantifiable in monetary damages, and Sovrn would not have an adequate remedy at law. You therefore agree that Sovrn shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that Sovrn post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Sovrn to enforce any provision of this Agreement. You agree that this Agreement is for the benefit of You and Sovrn as well as Sovrn’s licensors, affiliates, or subsidiaries. Accordingly, this Agreement is personal to You, and You may not assign your rights or obligations to any other person or entity without Sovrn’s prior written consent. Failure by Sovrn to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by Sovrn of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and Sovrn as result of this Agreement or your utilization of the Solution. Headings herein are for convenience only. This Agreement represents the entire agreement between You and Sovrn with respect to use of the Solution, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Sovrn with respect to the Solution. Sovrn reserves the right to modify or amend this Agreement, including the right to add to or remove terms in this Agreement. If Sovrn modifies this Agreement, then Sovrn will post the revised version of this Agreement on this page and the date this Agreement were last updated. All amended terms shall automatically be effective 30 days after they are initially posted or against the next instance in which You access and use the Solution. You should review this Agreement from time to time, as You are solely responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Solution after any modifications to this Agreement are posted constitutes your acceptance of the modified Agreement. If You do not agree to abide by this Agreement or any future modifications to this Agreement, then You cannot use or access the Solution.

28.       CONTACT INFORMATION. If You have questions regarding the Solution, need a printed hard copy of this Agreement, need to report abuse or make a claim regarding any User Content or utilization of the Solution, or if You are interested in obtaining more information concerning Sovrn or its products or services (or applicable fee(s) for the foregoing), please contact Sovrn at support@sovrn.com