AUTHOR SUBMISSION AND MONETIZATION ADDENDUM

MavenStaff

Last Updated: January 29, 2020

This Author Submission and Monetization Addendum (“Addendum”) applies specifically and solely to your use of the Platform to (i) submit Author Content directly on the Platform (ii) manage such Author Content; and, (iii) participate in the Earnings Program, in order to be eligible to earn revenue through the use of your Author Content and/or other activities on the Platform. For the avoidance of doubt, content included on the Platform through a channel partnership or any other third-party distribution agreement is not deemed to be Author Content (and therefore is not covered under this Addendum). This Addendum is hereby incorporated into the Terms of Use

The provisions of the Terms of Use apply to this Addendum. In the event of conflict between the Terms of Use and this Addendum, this Addendum will govern with respect to those portions of your Platform use involving Author Content and/or the Earnings Program.

Please note that Section 16 of the Terms of Use contains a mandatory arbitration provision and class action waiver, which requires you to arbitrate certain disputes and claims with us, including any claims under this Addendum, and limits the manner in which you can seek relief from us.

1. ELIGIBILITY

(a) This Addendum contains provisions that apply to your Author Content, Author Account, Earnings Account, and your participation in the Earnings Program. This Addendum will explain how these work, and the terms and conditions associated with each.

(b) You, your User Account, your Author Account, and your Earnings Account (each as applicable) must be in good standing with Maven in order for you to contribute Author Content to the Platform and/or to participate in the Earnings Program (such account standing is determined by Maven in its sole discretion).

2. AUTHOR ACCOUNTS AND EARNINGS ACCOUNTS

(a) Your accounts on the Platform will be structured as follows:

(i) All registered users of the Platform will have a User Account. The User Account will enable you to post User Content on the Platform.

(ii) Authors who are approved by Maven to submit Author Content will also have an additional account (“Author Account”) which they can use to submit Author Content to the Platform.

(iii) Authors with Author Accounts (or other Users who are approved) who request and are approved by Maven to participate in the Earnings Program, will also have an additional account (“Earnings Account”). The Earnings Account will track Earnings from Author Content appearing on and distributed through the Platform, and will also track Earnings for Users for certain referrals, among other things.

(b) Maven at any time and for any reason, in its sole discretion and without any liability to you (other than in the case of the Earnings Account, to pay out amounts then in your Earnings Account if you are entitled to receive those amounts or any third-party, may rescind approval, remove, suspend, terminate or otherwise discontinue any tier of your account, including your Author Account and/or Earnings Account, or all three of your Accounts (User Account, Author Account and Earnings Account).

(c) All of your accounts (including your Author Account and Earnings Account) are also subject to the terms in Section 2 (User Accounts) of the Terms of Use.

3. AUTHORS AND AUTHOR CONTENT

(a) Our Platform may allow you to submit works of authorship (including but not limited to written materials, images, illustrations, audio, videos, graphics, artwork, stories, themes, hyperlinks, objects, and other materials and/or content) (“Author Content”), for the purpose of the Platform publishing, distributing, and/or potentially monetizing such Author Content on your behalf. The term “Author” is used in this Addendum to refer to the submitter of Author Content via the Platform. A description of the process for creating an Author Content and submitting Author Content can be found at: hubpageshelp.com/content/ .

(b) Your decision to submit Author Content to the Platform is entirely voluntary, and at your discretion. Author Content submitted by you is owned by you. This Addendum and the Terms of Use set out the terms of the license that you grant to Maven to use your Author Content.

(c) With respect to your Author Content, you grant Maven an exclusive (for as long as the Author Content appears on the Platform), royalty-free, worldwide, and sublicensable license to exhibit, use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, promote, market and monetize, publicly perform and display your Author Content and any name, username or likeness provided in connection with your Author Content in all media formats and channels now known or later developed, without compensation to you (although you may be entitled to receive revenue through the Earnings Program, as described below). The rights granted above include a right and license to copy, install, compress, uncompress, encode, decode, encrypt, decrypt display, use, cache, store, transmit, host, serve, stream, distribute, transmit, facilitate the distribution, transmission and/or other exploitation of, the distribution, promotion, and marketing of Author Content. As technology enabling the electronic delivery of content is evolving, certain content and methods of electronic delivery may not be explicitly addressed in this Agreement but are nonetheless intended to be included.

(d) You acknowledge and agree that distribution of your Author Content by Maven via the Platform (or otherwise) may be to any or all of: 1) Maven owned and/or Maven-operated properties and/or entities, or 2) third-party owned and/or operated properties, platforms or channels that are distribution partners of Maven via the Platform or pursuant to agreements between Maven and such third parties; and, including. any form of 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.

(e) Section 4 (User Content) of the Terms of Use also apply to any Author Content as created by you pursuant to this Addendum. In addition, you agree that all Author Content submitted by you will in its entirety meet the specifications and requirements we publish here, updated from time to time.

(f) Although we have no obligation to screen, edit or monitor Author Content, we may elect not to publish, or to remove Author Content from the Platform at any time and for any reason with or without notice.

(g) You acknowledge and agree that we may edit your Author Content either with or without advance notice to you. By way of example only, edits may include (but are not guaranteed to contain nor are they limited to) updating a title, the removal of spammy links, updates to formatting, copy editing, fact checking, and the appending of licensed images and videos. We will not edit your Author Content to alter the meaning or substance of the Author Content. Our decision to perform any of the foregoing is entirely ours and we do not have any obligation to do so, and we may not provide you with notice or an opportunity to review any of the changes prior to publication of this edited Author Content on the Platform. If you object to such edits following publication, you may decline them by reverting your article to an earlier version of the article without such edits (provided, however, that you acknowledge and agree that any declination of edits may result in a limited distribution or removal of your Author Content via the Platform). Otherwise, if you object to such edits, your sole remedy will be to remove the Author Content from the Platform; however, if you use the Author Content off of the Platform, you may not use any of the images and/or video that may have been appended to your Author Content as a result of the editing process described above.

(h) Notwithstanding anything in this Addendum or the Terms of Use, you may remove your Author Content from the Platform at any time, in your sole discretion. Again, if you do so, you may not, under any circumstances, use any of the images and/or video that may have been appended to your Author Content as a result of the editing process described in (g) above.

(i) You are solely responsible for your Author Content.

4. EARNINGS PROGRAM

(a) Under the “Earnings Program” an Author may generate earnings and receive payments from Maven from valid and Maven-approved activity on the Platform attributable to the Author Content of that Author and/or other activities by that Author (or User) on the Platform that may accrue earnings. The instructions for enabling an Earnings Account may be found here. Before signing up, Maven encourages you to read the terms and conditions that follow.

(b) Earnings Program Components:

(i) Ad Program

  1. As part of your participation in the Earnings Program, you may request to join the Ad Program, in which Maven makes available advertisements and/or other revenue earning options for possible placement on your Author Content
  2. The formulas used to determine participants’ earnings may not be the same across all Earnings Accounts that participate in the Ad Program.
  3. Valid earnings from activity with the Ad Program related to your Earnings Account will be tracked and your share portion of such net earnings will be included in the Earned Balance.

(ii) Amazon Program

  1. As part of your participation in the Earnings Program, you may request to participate in the Amazon Program in order to earn fees via referrals to Amazon from your Author Content.
  2. Valid earnings from activity with the Amazon Program related to your Earnings Account will be tracked and your share portion of such net earnings will be included in the Earned Balance.
  3. The Amazon Program earnings for your Author Content are fees based on one of the following: (i) a percentage of qualifying revenues from transactions that occur on the Amazon website via a referral of a user from your Author Content, (ii) a cost-per-click fee for valid referrals from your Author Content, or (iii) an alternate method that Amazon may enable that is then implemented by Maven.
  4. The formulas used to determine participants’ earnings may not be the same across all Earnings Accounts that participate in the Amazon Program.
  5. Note that the crediting of Amazon-related earnings activity attributable to you into the Earned Balance may be delayed until sales are deemed final by Amazon (that is, no longer eligible for return or other adjustments).
  6. You acknowledge and agree that your participation in the Amazon Program under Maven is subject to your ongoing compliance with Amazon’s required terms and conditions (which may include but is not limited to those for the Amazon Associates Program shown here). If you do not agree to any of these terms and conditions, do not use or access (or continue to access) the Amazon Program on Maven.
  7. For the avoidance of doubt, with your participation in the Amazon Program under Maven, you will not have a direct contractual relationship with Amazon, the Amazon Associates Program, or any advertiser/merchant of Amazon, and therefore will not have any cause of action against Amazon or any advertiser/merchant of Amazon.
  8. You acknowledge and agree that, with respect to your participation in the Amazon Program through Maven: (A) you are prohibited from entering into any additional tier of Amazon affiliate relationship, and you will not utilize any Maven-issued Amazon tracking ID anywhere other than on the Maven websites; (B) Amazon, the Amazon Associates Program, and advertisers/merchants of Amazon are exempt from liability to you; (C) the Amazon Program through Maven is made available to you without warranty of any kind and on an “AS-IS” and “AS-AVAILABLE” basis, and your participation in the Amazon Program through Maven is entirely at your own risk; (D) Maven shall not be liable to you for any direct, indirect, punitive, incidental, special, consequential or exemplary damages that result from your use of the Amazon Program through Maven, even if Maven was advised of the possibility of such damages; (E) Maven is not making any promises or guarantees that you will receive any earnings through your participation in the Amazon Program through Maven and Maven shall not be liable to you for any decrease in earnings that may occur due to a change of earnings formula that impacts your Earnings Account; and (F) you expressly waive any claims against Maven relating to your participation in the Amazon Program on Maven.

(iii) New Author Referral Program

  1. As part of your participation in the Earnings Program, as an option you may also generate earnings via referrals of new Authors contributors to the program. By (A) registering as a user, (B) participating in any combination of Earnings Programs, and then (C) formally referring people to the Author services of the Platform through the official referral mechanism set up by Maven, if your referral is recognized and approved by Maven and the person you refer subsequently registers and creates Author Content (in its entirety an “Author Referral”), Maven may allocate to your Earnings Account a portion (of approximately 10%, which Maven may change at any time in its sole discretion) of the earnings from that referred-by-you, new Author’s Author Content.
  2. Self-referrals are prohibited.
  3. Maven makes the final determination, in its sole discretion, as to the initial and ongoing validity and approval of any Author Referral, and Maven may deny approval of a referral and/or cancel any previously approved referral at any time.
  4. Valid earnings from activity with the Ad Program and/or Amazon Account on an approved, referred-by-you, new Author’s Author Content will be tracked and your referral-share-only portion of such net earnings will be included in the Earned Balance.

(iv) Other Programs

  1. As part of your participation in the Earnings Program, Maven may offer an opportunity to generate earnings not included in the above programs.
  2. Maven in its sole discretion will determine (a) what other programs (if any) may be available in the Earnings Program at any specific time, and the terms and conditions under which such programs may generate earnings; and (b) the earnings attributable (if any) to specific user from such other programs.
  3. Valid earnings from activity on any such additional programs will be tracked and your portion of such net earnings will be included in the Earned Balance.

(c) Earnings

(i) Earnings and your share of net earnings will be based on a formula selected by Maven, in its sole discretion, which formula Maven may change at any time for your Earnings Account. The formula used may include but is not limited to: (a) sharing with you a specific percentage of net revenues after deductions have been taken from gross revenues attributable to your Author Content, (b) rotating dedicated IDs (i.e. one for you and one for Maven) at a specific rotation percentage for each ID across articles (and its subcomponent pages) showing your Author Content and/or your profile page where your net earnings come solely from the activity attributable to the ID assigned to you, or (c) an alternate mechanism determined by Maven in its sole discretion.

(ii) An “Earnings Page View” is a page view of a webpage showing Author Content and/or an Author’s profile page, on which the Platform ads or affiliate links that are eligible for Earnings are placed.

(iii) The “Earned Balance” is your share of those valid, earned, and collected (by Maven) net revenues - where such net revenue amounts are determined only after deductions are taken off-the-top and subtracted from the gross earnings. These deductions include any and all commissions, fees, bad debts, third-party deductions or fees, payment processing costs, charge-backs, partner share of earnings, amounts deemed fraudulent by either Maven or a third-party provider to the Earnings Program, and any other deductions that Maven deems necessary with respect to the provision of the Earnings Program (such deductions to be determined in Maven’s sole discretion). Your share is the amount of net revenues attributable to: (1) Earnings Page Views on your Author Content; (2) revenue generated through your Earnings Page Views from any Author Referral that has been approved by Maven; and (3) your portion of any net amounts earned by you (if any) in relation to (A) upfront amounts related to your publishing specific pieces of Author Content (as specifically agreed to by you and Maven), and (B) any other program, service or opportunity (such as Maven contests) not covered in this Addendum where Maven offers Authors (and/or other Users as applicable) the ability to earn money.

(d) Payments to Authors

(i) As a participant in the Earnings Program, you may be entitled to be paid an amount that consists of your Earned Balance, as set out in this Section 4(d). For the avoidance of doubt, payments to you for your participation in the Earnings Program will be made to you by Maven (via our approved payment vendor, such as PayPal).

(ii) Maven in its sole discretion will determine the approved payment mechanism(s) for you to receive payments from your participation in the Earnings Program. Your participation in the Earnings Program may be suspended, or approval withheld, until Maven can validate that you have a valid account with an approved payment mechanism. Payment mechanisms may be edited, added, or removed at any time, in Maven’s sole discretion.

(iii) To enroll in the Earnings Program, you are required to have a valid approved payment vendor (such as PayPal).

(iv) The final determination of your Earned Balance and payment amount to you for use of the Earnings Program will be made by Maven in its sole discretion. Your Earned Balance shall be calculated and based on records generated and/or maintained by Maven. Maven’s determination of the Earned Balance shall be final and binding and no other data or statistics shall be accepted by Maven or have any effect with respect to the Earnings Program.

(v) Payments to you shall be sent by Maven via your approved payment vendor within approximately thirty (30) days after the end of each calendar month that your portion of net revenue from valid ads and/or referrals from the Earnings Program were credited to your Earned Balance history, so long as your Earned Balance is Fifty Dollars ($50) or more (otherwise payments will be withheld and will rollover until that month in which your Earned Balance has exceeded Fifty Dollars ($50)). For the avoidance of doubt, payments may be delayed and/or withheld (among other reasons) to the extent that Maven has a delay in processing applicable reports, crediting your Earnings Account, and/or has yet to receive applicable funds from third-party partner(s), such as Amazon, who participate in the program

(e) Fraud, Other Invalid Activity, and Breach

(i) Maven reserves the right to withhold payment from you if you have, directly or indirectly, engaged in activity that is deceptive or fraudulent, as determined by Maven in its sole discretion. Notwithstanding anything to the contrary, Maven shall not be liable for any payment from the use of Earnings Program based on: (a) any fraudulent or deceptive activities; (b) invalid activities generated by any person or automated means; (c) requests for end users to click on advertisements on your Author Content or repeatedly reload your Author Content to generate additional page impressions.

(ii) Any breach by you of this Agreement may result in forfeiture of some or all of your any Earned Balances for the applicable period, notwithstanding any other remedies that Maven may elect to pursue, and you agree that Maven may seek any such amounts from you in any manner permitted by law.

(f) Taxes.

(i) By participating in the Earnings Program, you assume sole responsibility for any taxes owed, and you agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation.

(g) Account Closure, Inactivity, and Uncollected Payments

(i) In the event that the Earnings Program is terminated by Maven and/or Maven elects to cease your participation in the Earnings Program, then except in the event of breach by you, Maven will make payment of an Earned Balance in your Earnings Account that is greater than Ten Dollars ($10) within approximately ninety (90) days after the end of the calendar month in which the Earnings Program has stopped running. Any Earned Balance lesser than this payment threshold will be deemed to be forfeited by you (and you hereby waive any claim relating to the forfeiture of such amounts and disclaim any and all interest in such funds).

(ii) In the event that you terminate your Earnings Account (pursuant to Maven’s receipt of your written termination notice) the entire amount of an Earned Balance in your Earnings Account will be deemed to be forfeited by you (and you hereby waive any claim relating to the forfeiture of such amounts and disclaim any and all interest in such funds).

(iii) In the event of Inactivity, the entire amount of an Earned Balance in your Earnings Account will be deemed to be forfeited by you (and you hereby waive any claim relating to the forfeiture of such amounts and disclaim any and all interest in such funds). “Inactivity” means that any of the following have occurred

  1. There has been no change to your Earned Balance for a period of greater than six (6) months;
  2. Your Earnings Account has expired payment information that is greater than six (6) months beyond the date of such expiration;
  3. You have uncollected payments or unaccepted payments by the payment company into your Earnings Account for a period of greater than six (6) months; or
  4. You have not responded to attempts to contact you at the primary email address listed in the contact information in your Earnings Account for a period of six (6) months from the date of the first attempt to contact you for which no response has been received.

(h) You must collect the payment amount posted to your account with the payment company within six (6) months of such payment being made by Maven. If after such six (6) month period, either you fail to collect your payment and/or payment is not accepted into your account with the payment company (i.e. bounced payments), you acknowledge and agree that the funds represented by such uncollected payment may be cancelled and that (if cancelled) you hereby forfeit such payment amount, waive any claim relating to the dispute of such payment, and disclaim any and all interest in such funds.

5. EARNINGS PROGRAM - PARTICIPANT CONDUCT

(a) By electing to participate in the Earnings Program. the following terms apply and you acknowledge and agree to the following:

(i) Your approval and acceptance into the Earnings Program is in Maven’s sole discretion, which may be revoked by Maven at any time

(ii) Maven may modify, suspend, or remove the Earnings Program or any part thereof at any time, in Maven’s sole discretion, without liability to you or any third party.

(iii) Your election to run the Earnings Program may result in additional advertisements being placed on your Author Content.

(iv) You may not transfer or assign your Earnings Program account to any other person and/or entity.

(v) You will not engage in any fraudulent or deceptive practices with respect to the use of Earnings Program.

(vi) Any third-party advertising, referral, and/or other revenue providers in the Earnings Program will be determined in Maven’s sole discretion (and Maven does not warrant or guarantee the accuracy or availability of any such integration or such third party’s services)

(vii) The type, style, placement, and any other implementation decisions regarding how, when, and where ads (or other materials) are placed in conjunction with your Author Content will be determined in Maven’s sole discretion.

(viii) The Earnings Program may place unpaid public-service, charitable, and/or default/placeholder ads on your Author Content.

(ix) Maven makes no representation, warranty or guarantee regarding the amount of Earned Balance (if any) you will achieve in your Earnings Account, the net revenue amount and your revenue share, the level of impressions, number and/or placement of advertisements, the timely completion or delivery of any impressions, clicks, or referral information, or that the Earnings Program will be operational at all times.

(x) You will not publicly disclose your payments or Earned Balance from the Earnings Program (including any amounts generated through the different components of the Earnings Program) without prior written consent of Maven.

(xi) it is your sole responsibility to provide Maven with accurate and sufficient information (as deemed by Maven in its sole discretion) such that Maven may make payments to you; and in the absence of such sufficient information Maven may withhold payment to you.

6. OWNERSHIP

The Earnings Program is part of the Platform and is owned by Maven (or our licensors) and is protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Earnings Program are reserved by us or our licensors.

7. MODIFYING THIS ADDENDUM

We may make changes to this Addendum from time to time. If we make material changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Platform or updating the date at the top of this Addendum. Unless we say otherwise in our notice, the amended Addendum will be effective immediately, and your continued use of our Platform after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Addendum, you must stop using that portion of the Platform covered by this Addendum. Unless material changes are made to the arbitration provision under Section 16 of the Terms of Use, you agree that modification of this Addendum does not create a new right to opt out of arbitration.

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