The applicable Order when signed by Publisher, together with these terms (collectively, “Agreement”) sets forth the terms and conditions under which: (a) Publisher shall place a widget provided by AV2 Books (the “Widget”) on the Websites listed in Section 2 of the applicable Order (the “Website(s)”) and shall permit AV2 Books to utilize information provided to it by the Widget in order to make recommendations (“Recommendations”) regarding: (i) videos and other content owned by or licensed to Publisher (the “Publisher Material”) and (ii) videos and other content supplied by third parties (“AV2 Books Sponsored Content”) to Website visitors (“Visitors”); and (b) AV2 Books shall share with Publisher the revenues that AV2 Books receives from third-party advertisers (“Advertisers”) as compensation for Visitors clicking on Recommendations in order to view AV2 Books Sponsored Content. AV2 Books’s provision of Recommendations to Visitors via the Widget shall be referred to herein as the “Service.”
- Grant of Rights:
- AV2 Books grants Publisher the right during the Term (as defined in the applicable Order) to place the Widget on the Websites as specifically described in Appendix A (each, a “Placement”) and to display Recommendations to Visitors. Publisher agrees that the Widget will be placed on all Website article pages in the location and in conjunction with the same elements specified and shown in Appendix A throughout the Term. Publisher understands and agrees that it will not launch the Widget unless the location, display and user interface of the Widget have been approved by AV2 Books in writing. Publisher further agrees that it will notify AV2 Books in writing if it intends to place the Widget: (i) in a location other than the one shown in Appendix A; (ii) on any article page that uses pagination, fly-outs, interstitials, multimedia module or that refreshes the Widget with each page view; or (iii) a non-article page (e.g. a gallery or slideshow page), so that AV2 Books can approve each such location and provide Publisher with specific code for all such other locations or pages.
- Publisher grants AV2 Books the right during the Term (i) to interact with the Widget on the Websites for the purposes of developing and serving Recommendations to Visitors; and (ii) to use Publisher’s name and logo when referring to AV2 Books’s customers in AV2 Books marketing materials. Publisher further agrees (i) not to take any action that might impede AV2 Books’s provision of the Service; (ii) to maintain each Placement throughout the Term; and (iii) to comply with the Federal Trade Commission’s Disclosure Guidelines by including an attribution to AV2 Books in a form that has either been provided by AV2 Books or approved by AV2 Books (the “AV2 Books Attribution”) (for clarity, AV2 Books shall have the right to immediately remove the Widget from Publisher’s Website(s) if Publisher fails to include the AV2 Books Attribution). In addition, Publisher agrees that in order to facilitate maintenance and optimization of the Service, AV2 Books may at any time during the Term conduct tests on how Visitors interact with the Website or Publisher Material and AV2 Books Sponsored Content. Publisher acknowledges that in the event it chooses to have AV2 Books recommend Publisher Material, the Widget will need to rely upon Publisher’s embedded video player to play Publisher Material that shall be streamed directly from Publisher’s servers in response to Visitors’ selections. Accordingly, in such event, the parties shall cooperate in good faith to ensure proper interoperability between the Widget and Publisher’s video player. Without limiting the foregoing, Publisher shall: (i) permit AV2 Books to access Publisher’s Material for indexing and other purposes related to provision of the Service, by providing AV2 Books with a Media RSS feed or, with Publisher’s approval, credentials that shall permit AV2 Books to access Publisher’s Material management system, and (ii) place an action script code snippet provided by AV2 Books in Publisher’s video player that will allow AV2 Books to track video views and to generate playlists on the Widget.
- AV2 Books Newsroom: AV2 Books agrees to make its editorial homepage optimization tool (“AV2 Books Newsroom”) available to Publisher through its “Backstage” platform during the Term at no additional cost to Publisher.