Licensee should print a copy of this Agreement for Licensee's records.

• 1.  ADDITIONAL DEFINITIONS. See Schedule 1 below.
• 2.  LICENSE.
• 2.1.  SP Platform. SP Platform components may be integrated into Licensee Sites as Widgets, Hosted Pages, by API, or combinations thereof.
• 2.1.1.  Widgets. SP grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to configure, customize, maintain, and display Widgets (including, e.g., fShare, Quick Navigation Bar, Media Player, and others) on the Licensee Site and Hosted Pages.
• 2.1.2.  Hosted Pages. SP grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to use web pages hosted by SP ("Hosted Pages"). Hosted Pages can refer to either: (i) additional, incremental pages that complement the existing Licensee Site by enabling interaction with the SP Platform; or (ii) the entire Licensee Site, if fully hosted by SP. Hosted Pages will display Licensee's approved "look and feel" using CSS and HTML. Hosted Pages will be accessible via Widgets or other navigation Links. Hosted Pages will be accessible at Licensee's domains or sub-domains (e.g., community.LicenseeSite.com) provided that such domains or sub-domains will resolve solely to SP's servers and will not violate third-party rights or any applicable law.
• 2.1.3.  API. See Schedule 2 below.
  
• 2.2.  License Conditions and Restrictions.
• 2.2.1.  User Compliance With Online Policies.
  
  
  (a)  SP Policies.  Each Licensee Site user, as a joint user of the Licensee Site and SP Platform, will be required to agree to and comply with the SP Terms of Use, Privacy Policy, and Copyright Compliance Policy (collectively "SP Policies"). SP reserves the right, in its sole discretion, to modify the SP Policies. Licensee acknowledges and agrees that SP may take action against any user who violates the SP Policies, including without limitation, restricting or terminating such user's SP Platform access or use (whether on the Licensee Site or elsewhere), and/or initiating legal action.
  
  (b)  Company Policies.  During the Term, Licensee will maintain and enforce an accurate and legally compliant privacy policy ("Licensee Privacy Policy"), that links from the Licensee Site home page and from all pages that collect personally identifiable data (including without limitation Shared Data).  In addition, the Licensee Privacy Policy will contain the following non-modifiable language with link intact: "We have contracted with Social Project, Inc., the providers of Flux ("Social Project"), to power certain functions of this site.  For more information about how Social Project collects and uses user data, please see Social Project's Privacy Policy."  There are several sources online that offer useful privacy policy tips, such as, e.g., TRUSTe, BBB Online, and others.  Failure to post an accurate and legally compliant Licensee Privacy Policy will be a breach of this Agreement.  Licensee reserves the right, as set forth in Licensee's own "Terms of Use/Terms of Service" end-user agreement or similar policy, if any, that is prominently posted on the Licensee Site, to permit, restrict, or terminate any user's access to and use of the Licensee Site, but not the SP Platform more generally. 
  
  (c)  Policy Links, Navigation.  Policy Links, Navigation. All Licensee Site pages and Hosted Pages will contain valid Links to the SP Policies, either from within the Quick Navigation Bar or as the Parties otherwise may mutually agree. All Licensee Site pages and Hosted Pages where visitors' personal data is collected also will contain valid Links to the Licensee Privacy Policy. In addition to such Links, every Hosted Page or other location that enables SP Platform registration will display a brief Joint Notification and use a Captcha. Licensee will not cause or permit the Quick Navigation Bar, Joint Notification, and/or Captcha to be obscured, impaired, or modified. SP will not cause or permit the Links to the Licensee Privacy Policy to be obscured, impaired, or modified. For the avoidance of doubt, SP reserves all rights and remedies under law and equity against any user or other party connected to activity that violates any SP rights; and Licensee reserves all rights and remedies under law and equity against any user or other party connected to activity that violates any Licensee rights.
• 2.2.2.  No Prohibited or Unauthorized Uses.
  
  
  (a)   Prohibited.  Licensee will access or use the SP Platform, Hosted Pages, SP Sites, and SP Partner Sites only by means and to the extent authorized by SP, and not by alternative means such as robot, spider, scraper, or other technology or fraudulent means or activities. Licensee will not produce (directly or indirectly) fraudulent traffic, including but not limited to forced, automated, artificially created clicks and impressions, extraordinary high click-through ratios and duplicate click throughs, use of unsolicited email, auto-spawning of browsers, automatic redirecting of users, Licensee clicking on or refreshing its own Hosted Advertising inventory, blind and misleading links, or any other method that records suspicious activity. Any amounts otherwise recorded as payable to Licensee and relating to such fraudulent activity will not be paid. Except as expressly authorized herein, Licensee will not: (a) copy, disassemble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, adapt, perform, display, or create derivative works based on or otherwise alter the SP Platform, in whole or in part; or (b) otherwise use the SP Platform on behalf of any third party. Licensee will not bypass any robot exclusion headers (including using any device, software, or routine to accomplish that goal) contained in any SP Sites or SP Partner Sites, or interfere or attempt to interfere with the proper working of SP Sites, any program thereon, SP Partner Sites, or the SP Platform. Licensee will not take any action that imposes an unreasonable or disproportionately large load on SP servers, SP Sites, any programs thereon, SP Partner Sites, or the SP Platform, as determined by SP. Licensee will not use or permit use of the SP Platform in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for dealing in the following: (i) pornography; (ii) illegal drugs, drug-related paraphernalia; (iii) web sites that promote bypassing copyright protection, e.g., unlawful or unauthorized peer-to-peer applications or services; (iv) gambling; (v) illegal products, activities, and/or services; (vi) web sites directed to or reasonably expected to have an audience consisting of children under age 13; (vii) adware, spyware, or other malicious software; and/or (viii) unsolicited mass distribution of e-mails or other electronic messages, i.e., "spam."
  
  (b)   Prohibited Except With SP Authorization.   Except with SP's prior written consent, Licensee will not sublicense, sell, rent, lease, transfer, convey, assign, or otherwise use on behalf of any third party, any rights granted to Licensee. Except with SP's prior written consent, Licensee will not use or permit use of the SP Platform in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for dealing in the following: (i) sites that promote political or religious products or services; (ii) sites that depict suffering and violence, e.g., rape, torture, human cannibalism, human suffering or death, graphic or violent images; (iii) sites that contain or promote threatening or other material that advocates against any individual or group including products/services promoting invidious discriminatory behavior, e.g., racial, religious, gender, nationality, sexual orientation; (iv) sites that contain or promote propaganda, potentially offensive, or controversial content; and/or (v) weapons. SP reserves the right to periodically audit and review the contents of Licensee Sites, to ensure compliance with the terms and conditions of this Agreement. Except with SP's prior written consent, Licensee will not cause or permit any advertising, marketing, promotional, or other commercial messages on Licensee Site(s) to be distributed and/or displayed beyond the Licensee Site(s), whether via SP's Share Feed or other functionality (i.e., no unauthorized cross-community marketing or "spamming"). Except as expressly set forth herein, no rights or licenses are granted
  
• 2.3.  Marks.
• 2.3.1.  SP Marks.  SP grants Licensee during the Term, a limited, non-exclusive, non-transferable, non-sublicensable right to use, reproduce, and display the SP Marks solely in those areas of the Licensee Site, Hosted Pages, and Widgets (including the Quick Navigation Bar) that direct to, call to, or are located on SP's servers; Licensee may not use, reproduce, or display any SP Marks on any areas of the Licensee Site that do not direct to, call to, or are not located on SP's servers. Notwithstanding the above, the FLUX Mark may only be used within the United States, its territories, and possessions. SP Marks are owned or licensed by SP. Licensee may not directly or indirectly: (a) purchase, bid on, or cause the use of SP Marks as "keywords," "adwords," or other online-advertising triggers; (b) register, purchase, possess, use, or cause the use of any Internet address (i.e., domain or sub-domain) that incorporates any SP Marks or Marks confusingly similar thereto; (c) create a combination or composite mark consisting of one or more SP Marks; (d) commingle any SP Marks with any third-party Marks; or (e) engage, participate, or otherwise become involved in any activity or course of action that diminishes, tarnishes, or otherwise adversely affects the goodwill associated with any SP Marks. Without limiting the foregoing, Licensee will strictly comply with all standards with respect to SP Marks which SP may furnish from time to time. As between the Parties, all uses of SP Marks will inure to SP's benefit.
• 2.3.2.  Licensee Marks.  Licensee hereby grants SP and its Affiliates during the Term a limited, non-exclusive, non-transferable (except as otherwise provided herein), non-sublicensable right to use, reproduce, and display the Licensee Marks within Widgets, the Licensee Site, and Hosted Pages, all subject to this Agreement and as specifically approved by Licensee. The actual use, quality, and style of Licensee Marks, and the manner in which each Licensee Mark may appear or be used - including without limitation in connection with any SP Platform component, SP Sites, Hosted Page, and/or promotional, marketing, or advertising materials of any kind - will be subject to Licensee's prior approval. Unless specifically approved by Licensee, SP may not directly or indirectly: (a) purchase, bid on, or cause the use of Licensee Marks as "keywords," "adwords," or other online-advertising triggers; (b) register, purchase, possess, use, or cause the use of any Internet address (i.e., domain or sub-domain) that incorporates any Licensee Marks or Marks confusingly similar thereto; (c) create a combination or composite mark consisting of one or more Licensee Marks; (d) commingle any Licensee Marks with any third-party Marks; or (e) engage, participate, or otherwise become involved in any activity or course of action that diminishes, tarnishes, or otherwise adversely affects the goodwill associated with any Licensee Marks. Without limiting the foregoing, SP will strictly comply with all standards with respect to Licensee Marks which Licensee may furnish from time to time, and all uses of Licensee Marks in proximity to any third-party trade name, trademark, service name, or service mark will be consistent with such standards. As between the Parties, all uses of Licensee Marks will inure to Licensee's benefit.
• 2.4.  Authorized User Data Rights.
• 2.4.1.  By Licensee.  Licensee will own Authorized User Data provided by SP to Licensee. During the Term, SP will provide to Licensee near-real time access to certain aggregated, non-personally identifiable Authorized User Data and Licensee Site metrics via an online interface. Contingent upon Licensee maintaining and enforcing a Licensee Privacy Policy as set forth above, SP also will export to Licensee personally-identifiable Authorized User Data on a monthly basis during the Term via API, FTP, or other mutually-agreed means.
• 2.4.2.  By SP.  Notwithstanding the above, SP will be entitled to access and use the Authorized User Data, including without limitation to disclose it to SP's promotional partners and operational service providers in order to provide and market the SP Platform, Licensee Site, and Hosted Pages, subject to SP's Privacy Policy, opt-out provisions, and applicable law. Except as expressly set forth in this Agreement, in SP's Privacy Policy, or as required by law, SP may not disclose or share Authorized User Data without Licensee's prior written approval.
• 2.4.3.  By SP Partner Sites.  As between the Parties, SP retains all right, title, and interest in and to the SP Platform, SP Sites, SP Marks, and SP patents, copyrights, and other intellectual property, brands, information, Content, processes, methodologies, products, services, materials, and rights, tangible or intangible. Except for the limited rights granted to Licensee pursuant to this Agreement and subject to the applicable obligations and restrictions set forth herein, nothing will be construed to restrict, impair, encumber, alter, deprive, or adversely affect such right, title, and interest of SP.
• 2.5.  Reservation of Rights.
• 2.5.1.  By SP.  As between the Parties, SP retains all right, title, and interest in and to the SP Platform, SP Sites, SP Marks, and SP patents, copyrights, and other intellectual property, brands, information, Content, processes, methodologies, products, services, materials, and rights, tangible or intangible. Except for the limited rights granted to Licensee pursuant to this Agreement and subject to the applicable obligations and restrictions set forth herein, nothing will be construed to restrict, impair, encumber, alter, deprive, or adversely affect such right, title, and interest of SP.
• 2.5.2.  By Licensee.  As between the Parties, Licensee retains all right, title, and interest in and to the Licensee Site, Licensee Marks, and Licensee patents, copyrights, and other intellectual property, brands, information, Content, processes, methodologies, products, services, materials, and rights, tangible or intangible. Except for the limited rights granted to SP pursuant to this Agreement and subject to the applicable obligations and restrictions set forth herein, nothing will be construed to restrict, impair, encumber, alter, deprive, or adversely affect such right, title, and interest of Licensee.
• 3.  Protection of Intellectual Property.  The Parties acknowledge and agree that protection of third-party intellectual property rights is in the best interest of the Parties, their respective licensors, and consumers. The Parties further acknowledge and agree that the unauthorized use and distribution of protected works, and other forms of online infringement, not only results in economic loss for the third-party rights holders and diminishes the value of the infringed work, but also competes with the Parties' ability to offer legitimate services, adversely affects the networks of service providers, and reduces available bandwidth access that could otherwise be used to support legitimate services. Accordingly, the Parties agree to cooperate in good faith to enforce Content protection measures online.
• 3.1.  Content Protection Mechanisms.  To help ensure that audio-visual Content (e.g., video) that infringes third-party rights is not uploaded on the SP Platform, SP will use an automated Content screening system provided by an industry-leading vendor, and may also use other filtering, forensic, identification, rights signaling, tracking, reporting, and/or tracing technologies in connection with the SP Platform (collectively the "Content Protection Mechanisms"). Licensee will not cause or permit Content Protection Mechanisms to be impaired, frustrated, or disabled. The Parties will cooperate in good faith to ensure that Content Protection Mechanisms are mutually compatible with the systems, practices, and procedures employed by Licensee as part of the Licensee Site and/or Licensee Application.
• 3.2.  Content Moderation Services.   Notwithstanding any Content Protection Mechanisms, SP will use commercially reasonable efforts to manually review all audio-visual Content (e.g., photos, videos) uploaded to the SP Platform, and to manually remove, disable, or otherwise restrict access to any such Content that SP believes or suspects infringes third-party rights or otherwise violates applicable law ("Content Moderation Services"). Licensee will not cause or permit Content Moderation Services to be impaired, frustrated, or disabled.
• 3.3.  Coordinated Copyright Enforcement.  SP's Copyright Compliance Policy (or CCP) sets forth SP's copyright enforcement policies and procedures regarding Content, data, and other material located on the SP Platform, including SP-powered portions of any Licensee Site and Hosted Pages. The CCP identifies SP's representative ("Designated Agent") to whom any third-party notification of claimed copyright infringement ("Takedown Notice") regarding such material should be sent. Licensee will cooperate in good faith with SP in enforcing the CCP. Among other things, this means that if Licensee has knowledge of any infringing material on an SP-powered portion of a Licensee Site and/or Hosted Page, then Licensee will immediately act to remove or disable access to such material or, if unable to do so, will immediately notify SP's Designated Agent so that SP may take action. In addition, if Licensee receives a Takedown Notice regarding material located on the SP Platform, Licensee will promptly address such Takedown Notice. Regardless of any action taken (or not) by Licensee, within 24 hours of Licensee's receipt of the Takedown Notice, Licensee will provide to SP's Designated Agent a complete copy of such Takedown Notice, so that SP can also monitor, investigate, and/or take any appropriate action regarding the claim. Licensee will be solely responsible for copyright enforcement on all portions of any Licensee Site not integrated with or powered by the SP Platform.
• 3.4.  Required Consents.  As between the Parties, Licensee will be solely responsible for: (a) any third-party rights, licenses, and clearances associated with any Content and/or data uploaded by Licensee or a Licensee representative, required for the proper use thereof as contemplated herein; and (b) paying to any applicable third-party rights holders or organizations all applicable royalties, clearance costs, and any other costs and expenses related thereto. Notwithstanding the foregoing, SP will be responsible for procuring, maintaining, and/or paying any third-party rights, licenses, and clearances associated with developing and operating the SP Platform.
• 3.5.  Protection of SP Materials.  Licensee will immediately notify SP of any unauthorized use (including without limitation, any use in violation of the SP Policies), misappropriation, or infringement by any third party of any of SP's rights in and to the SP Platform, SP Sites, and/or SP Marks or other SP intellectual property. Licensee will fully cooperate with any reasonable requests made by SP, at SP's sole cost and expense, in connection with any action at law or in equity undertaken by SP with respect to such unauthorized use, misappropriation, or infringement.
• 4.  Additional Rights And Obligations.
• 4.1.  Maintenance and Support.
• 4.1.1.  Service Availability Metrics; Technical Support; Updates.  See Schedule 3
• 4.1.2.  User Support.  SP will provide reasonably complete Frequently Asked Questions (or "FAQ") regarding the SP Platform. Otherwise, SP will have no obligation to provide support services to Authorized Users. Any such services will be provided by Licensee's own designated Licensee Site administrator(s).
• 4.1.3.  Costs: Licensee Site, Licensee Application.  Except for any costs expressly assumed by SP hereunder, Licensee will be solely responsible for all costs and expenses relating to the exercise of its rights and performance of its obligations hereunder. Licensee will, at its sole cost and expense: (a) operate and maintain the Licensee Site and Licensee Application; and (b) be solely responsible for the acquisition, installation, configuration, implementation, operation, and maintenance of all information processing equipment, software, communications, and other resources and facilities necessary to integrate with the SP Platform.
• 4.1.4.  Operation: Licensee Site, Licensee Application.  SP acknowledges that, in order for Licensee to operate the Licensee Site and/or Licensee Application and integrate with the SP Platform components as contemplated herein, Licensee may be required to use third-party services (e.g., communications, hosting, data processing, fulfillment) in accordance with the agreements in place between Licensee and such third parties; provided however, that: (a) Licensee will be liable for the acts and omissions of any such third parties; and (b) the foregoing acknowledgement will not relieve Licensee of any of its obligations hereunder. Licensee will be responsible for operating and maintaining the Licensee Site and Licensee Application in a manner that complies with all applicable laws, rules, and regulations.
• 4.1.5.  No Pay Subscriptions.   Except as specifically authorized by SP, all SP Platform functionality integrated with the Licensee Site (including Hosted Pages) will be offered and made available by Licensee for use at no charge to Authorized Users (i.e., no pay subscription service), and may be supported by Advertising Inventory during the Term as contemplated herein.
• 4.2.  Security Obligations and Procedures.  All applicable SP Platform components and related documentation in Licensee's control or possession will be stored on a network server, workstation, or equivalent device owned or controlled by Licensee or its authorized contractors, located in a secure location, and will be secured with restricted access to prevent unauthorized use, display, transmission, and/or disclosure of the same to or by any third party. Licensee will implement, to the highest standard practicable, systems and procedures designed to maintain the security of such storage devices. If Licensee is aware or notified of a security breach of such storage devices that permits any unauthorized access to or use of the materials, Licensee will upon notice to SP (with SP reserving cumulatively all other remedies and rights under this Agreement and in law and in equity) immediately disable the ability to access and use the affected materials, until the security breach has been cured to SP's reasonable satisfaction. Licensee will keep SP apprised of Licensee's efforts to restore security.
• 4.3.  Take-Down Rights.  Upon notice to Licensee, SP may revoke and terminate Licensee's rights to use or make available any SP Platform component and/or other SP intellectual property, if SP believes that SP does not have, or no longer has, all rights necessary to authorize the use of the affected SP materials. Licensee will cease to use or make available such SP materials on a prospective basis within forty-eight (48) hours after notice.
• 5.  Revenue Shares; Reports; Audits; Taxes.
• 5.1.  Advertising Sales by Licensee.
• 5.1.1.  Licensee Site Advertising.  Licensee will have the exclusive right to sell, manage, administer, and serve any and all Advertising Inventory, paid sponsorship campaigns, product placement, and other promotional materials (collectively "Advertising") on Licensee Site pages not hosted by SP ("Licensee Site Advertising"). For the avoidance of doubt, the term "Advertising" excludes Advertising contained within or served with Content, e.g., pre-roll, post-roll, banner ads in a media player, leave-behind banner ads. Licensee will be entitled to retain all "Net Licensee Site Advertising Revenue", which is defined to mean the total revenues actually received by Licensee and solely and directly attributable to the sale of each unit of Licensee Site Advertising by or on behalf of Licensee.
• 5.1.2.  Hosted Advertising.
  
  
  (a)  Hosted Advertising Sales by SP.
  
  

  (i)  SP will sell, manage, administer, and serve the Advertising on Hosted Pages ("Hosted Advertising") (unless Licensee elects to do so per Section 5.1.2(b) below), and SP will pay Licensee the Net Hosted Advertising Revenue Share as set forth in Schedule 2 below. "Net Hosted Advertising Revenue" means the total revenues actually received by the selling Party that are solely and directly attributable to the sale of each unit of Hosted Advertising by or on behalf of the selling Party, less any applicable third-party gross sales fee or commission. For clarity, no gross sales fee or commission will be deducted from revenues of any Hosted Advertising sale generated by the selling Party's own staff.
  
  (ii)  All Net Hosted Advertising Revenue Share and Net Transaction Revenue Share amounts (defined below)will be paid to Licensee within twenty-five (25) days after the applicable calendar month; however, no payment will be issued for any amount less than Fifty Dollars (US$50.00). Unpaid earnings will rollover to the next pay period. SP reserves the right to cancel any checks not cashed or deposited after six (6) months of the date of issuance. Licensee will be responsible for any wire transfer processing costs. Any and all bank/service fees associated with returned or cancelled payments due to any error in Licensee's contact or tax identification data are Licensee's responsibility, and may be deducted by SP upon repayment of such returned or cancelled payments.

  
  Important: Licensee must give SP complete, accurate, and updated contact and tax ID data, including a completed IRS W-9 form (if US-based) or a completed IRS W-8 form (if based outside the US.) Payments to Licensee will be withheld until the completed IRS form is on file with SP.
  
  (b)  Hosted Advertising Sales by Licensee; Monthly Minimum Commitment.
  
  

  (i)  Licensee may choose to sell, manage, administer, and serve Hosted Advertising, provided that each month Licensee timely pays SP at least the "Hosted Advertising Minimum Sales Commitment," the minimum Net Hosted Advertising Revenue Share payment to SP per Schedule 2 below.
  
  (ii)  All Net Hosted Advertising Revenue Share and Net Transaction Revenue Share amounts (defined below)will be paid to SP within thirty (30) days after the applicable calendar month. SP will give Licensee complete, accurate, and updated contact and tax ID information (including, e.g., IRS W-9 form). Any and all bank/service fees associated with returned or cancelled payments due to any error in such information or documents are the responsibility of SP, and may be deducted by Licensee upon repayment of such returned or cancelled payments.
  
  (iii)  If Licensee fails to timely pay SP at least the Hosted Advertising Minimum Sales Commitment for a given month, then SP may immediately take over from Licensee the sale, management, administration, and serving of Hosted Advertising; and SP may deduct unpaid amounts then owed by Licensee to SP, from future payments to Licensee.
• 5.1.3.  Conditions of Sale; Refusal of Unacceptable Advertising.  Unless otherwise agreed in writing by the Parties, Hosted Advertising will not contain: (i) any interactive or "forced play" rich media advertising of any kind (i.e., all rich media advertising must be user-initiated only): or (ii) any advertisements for prohibited or unauthorized uses per Section 2.2.2 above. Unless otherwise agreed in writing by the Parties, neither Party will identify, refer to, or otherwise use any of the other Party's Marks in Hosted Advertising sales collateral or delivery reports for Hosted Advertising. If SP believes in its sole discretion that any Hosted Advertising violates this Agreement or any applicable law, rule, or regulation, SP (reserving all other remedies and rights) reserves the right to remove, disable, or otherwise restrict such Hosted Advertising.
• 5.2.  Transaction Revenue Share. The Parties may mutually agree to offer, sell, market, fulfill, and/or clear merchandise or other for-pay services (collectively "Transactions") to users by, among other things, using SP Platform components and/or leveraging Authorized User Data. If so, then each Party will pay the other Party a share of all Net Transaction Revenue (defined below) solely attributable to such sale/referral by or on behalf of the selling/referring Party (the "Net Transaction Revenue Share") per Schedule 2 below. "Net Transaction Revenue" means the total Transaction revenues and/or related referral fees actually received by the selling/referring Party, less any applicable third-party gross sales/referral fee or commission. For clarity, no gross sales/referral fee or commission will be deducted from revenues of any Transaction generated by the selling/referring Party's own staff.
• 5.3.  Reporting To the extent a Party sells Hosted Advertising and/or sells/refers Transactions, that Party will give the other Party a monthly report in a commonly used format and containing at minimum: (a) during the applicable reporting period the total number of impressions of Advertising Inventory delivered on the Hosted Pages, the terms of any sponsorship, product placement, or other promotional arrangement on or in connection with Hosted Pages, the terms of any Transaction, the rates/prices (including without limitation effective CPM by day ("CPM" means cost per thousand impressions)), fees, and revenues generated; and (b) any additional information as the receiving Party may reasonably request from the reporting Party from time to time, and which is necessary to substantiate the foregoing. Each Party will provide the other Party with access to its API or other online reporting system, if any, to provide reports and information in near real-time. For reporting of Authorized User Data to Licensee, see also Section 2.4 above.
• 5.4.  Audits.  During the Term, and for at least one (1) year thereafter, each Party will maintain accurate records sufficient to verify the accuracy of payments due to the other hereunder. Each Party will have the right, at its own expense and no more than once per calendar year during the Term and for a period of at least one (1) year thereafter, to examine and audit such records, solely to verify the correctness of the amounts paid and information reported hereunder
• 5.5.  Taxes.  Each Party will be responsible for sales, use, value added, and other comparable taxes due with respect to (or incurred in connection with) the sale or license of such Party's goods or services. Notwithstanding the foregoing, as between SP and Licensee, Licensee will be responsible to collect and pay any and all taxes, duties, and customs of any kind, levied or based upon the use, display, availability, and/or distribution of SP Platform components to users by Licensee (other than U.S. income taxes payable by SP on monies earned by SP hereunder). Licensee may give SP a valid exemption certificate, in which case SP will not collect the taxes covered by such certificate. If taxes are legally required to be withheld on any amounts otherwise to be paid by Licensee to SP, Licensee will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority. Licensee will secure and deliver to SP an official receipt for any such taxes withheld. Licensee will use reasonable efforts to minimize such taxes to the extent permissible under applicable law.
• 6.  Confidential Information. Licensee will preserve as confidential all information related to SP's business, data reporting, technology, and/or intellectual property which Licensee may obtain from any source or as a result of this Agreement ("Confidential Information"). Licensee will not disclose such Confidential Information to any Person, or use it directly or indirectly for Licensee's own or any other Person's benefit. Even when disclosure is permitted, Licensee will limit access to and disclosure of Confidential Information solely to Licensee's employees on a "need to know" basis, and only for purposes directly related to performing Licensee's obligations hereunder. Licensee will ensure in advance that each Person who obtains or can obtain the Confidential Information, understands and has agreed to comply with confidentiality obligations at least as restrictive as those set forth herein.
• 7.  Term and Termination.
• 7.1.  Term.  This Agreement will begin upon Licensee's acceptance of this Agreement by clicking the "I Agree" button displayed as part of the registration and by using the SP Platform or any portion thereof, and will continue until terminated (the "Term").
• 7.2.  Termination.  Either Party, in its sole discretion, may immediately terminate this Agreement at any time, for any reason.  SP has the right, in its sole discretion, to deny or restrict Licensee's access to or use of the SP Platform in whole or in part, and/or terminate this Agreement, without notice and for any reason including without limitation for any breach of this Agreement.  Upon termination of this Agreement: (a) Licensee's access to and use of any SP Platform components, SP Content, SP Marks, and Hosted Pages will cease; (b) any accrued but unpaid amounts due and owing to a Party will be promptly paid to such Party per Section 5 above; (c) SP will export to Licensee a copy of all Authorized User Data (personal data export subject to the Licensee Privacy Policy); (d)  Licensee will return to SP or destroy all copies of SP Platform components, SP documentation, SP Marks, other SP intellectual property, and SP's Confidential Information in Licensee's possession or control; and (e) all rights and licenses granted herein by either Party to the other Party will terminate, except for the Parties’ respective rights to Authorized User Data.  In addition, to preserve the continuity of user experience after termination or expiration of this Agreement: (x) an Authorized User who has jointly registered with Licensee, SP, and at least one other SP Partner Site will continue to maintain such SP and SP Partner Site(s) memberships until otherwise normally terminated per the SP Policies; and (y) an Authorized User who has jointly registered with Licensee and SP but not any other SP Partner Site will continue to maintain the SP account for one (1) year, so that he/she will continue to be recognized on other SP Partner Sites, and so that SP will have time to message the Authorized User and provide instructions for accessing his/her SP profile and the Content gathered or stored therein.
• 8.  Representations and Warranties; Disclaimer.
• 8.1.  Representation and Warranties.  Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into and perform this Agreement; and (b) its execution and performance of this Agreement do not and will not violate any other agreement to which it is a party. Licensee further represents and warrants to SP that: (a) the Licensee Marks and Licensee Site(s) do not infringe any Person's rights or otherwise violate any applicable laws, rules, or regulations; (b) Licensee has obtained or will obtain and maintain during the Term all rights, licenses, consents, and authorizations necessary to perform this Agreement; (c) Licensee is in compliance with all applicable United States and international laws, rules, and regulations; and (c) the Licensee Site and Licensee Application will not (i) contain any virus, Trojan horse, trap door, back door, Easter egg, worm, time bomb, cancelbot, "spyware," or other computer programming routine that may damage, detrimentally interfere with, intercept, or expropriate any system, data, or personal information, (ii) create liability for SP or cause SP to lose (in whole or in part) the services of Internet service providers or other suppliers, (iii) create an unusually high load on SP servers, or (iv) enable an Authorized User to interfere with another Authorized User's use of the SP Platform, SP Content, Hosted Pages, SP Sites, or SP Partner Sites.
• 8.2.  Disclaimer.  Except for SP's service availability obligations in Schedule 3 below, SP makes no warranty, representation, or guarantee with respect to, and disclaims all liability for, the SP Platform, Hosted Pages, Content Moderation Services, Human Moderation Services, Licensee Site Advertising, Hosted Advertising, and/or Transactions sold by or on behalf of SP, SP Sites, SP Partner Sites, SP documentation, and any other SP product or service, and all the foregoing are provided "AS IS." SP may conduct maintenance with respect to any of the foregoing at any time. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE EXPRESS WARRANTIES IN THIS AGREEMENT WILL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
• 9.  Indemnification; Limitation of Liability.
• 9.1.  Indemnification.  Licensee will indemnify and hold SP, its officers, directors, employees, representatives, agents, licensors, and Affiliates (each an "SP Entity" and collectively, the "SP Entities") harmless from and against any and all liabilities, losses, damages, costs, and expenses including reasonable attorneys’ fees ("Loss") associated with any third-party claim, action, or dispute ("Claim") against an SP Entity arising out of or related to: (a) Licensee's transfer to SP of user data; (b) SP's authorized use of user data; (c) Licensee's failure to post a Licensee Privacy Policy or the posting of an inaccurate or non-legally compliant privacy policy; (d) any code, content, or Licensee intellectual property that Licensee submits, posts, transmits, or makes available through the SP Platform; (e) Licensee's use or misuse of the SP Platform; (f) Licensee's connection to the SP Platform; (g) Licensee's violation of this Agreement; and/or (h) Licensee's violation of any rights (including without limitation intellectual property rights) of a third party.
• 9.2.  Limitation of Liability.  LICENSEE AGREES THAT SP WILL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 10.  Miscellaneous.
• This Agreement constitutes the entire agreement between SP and Licensee pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. In the event of a conflict between the terms of this Agreement and the terms of any insertion/purchase order between the Parties, the terms of this Agreement will control.
  
  This Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by SP, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Central District of California or in state court in Los Angeles County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement will be entitled to an award of its reasonable attorneys' fees and costs.
  
  This Agreement may be amended only by a writing executed by SP. Section headings are inserted herein for convenience only and will not affect the meaning or interpretation of this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, it will be reformed only to the extent necessary to make it enforceable.
  
  In no event will SP be liable for any delay or failure in the performance of its obligations hereunder, arising out of or caused by circumstances outside SP's control. SP's delay or failure to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and will not limit SP's rights with respect to such breach or any subsequent breaches.
  
  Each Party is an independent contractor and nothing herein creates a joint venture, partnership, business entity of any kind, or agency relationship between the Parties.
  
  This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without SP's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. SP expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
  
  All notices, consents, requests, and approvals hereunder will be in writing and sent to the other Party at the contact information provided by such Party. This Agreement may only be changed Each Party will be responsible for providing the other Party with accurate, current, and complete contact information.
  
  If to SP:
  Social Project, Inc.
  Attn: Business & Legal Affairs
  227 Broadway, Suite 300
  Santa Monica, California 90401
  USA
  Tel: 310.394.5164 / Fax: 310.394.5167
  E-mail: legal@socialproject.com
  
  If to Licensee: At Licensee's contact information as provided to SP.
  
  Except as specifically provided herein, neither Party will use the name, Marks, or otherwise identify or refer to the other Party in any press releases, publicity, marketing, or promotional material without such Party's specific, prior, express approval. Any provision of this Agreement which, either by its terms or to give effect to its meaning should survive the cancellation, expiration, or termination of this Agreement shall survive, including without limitation Sections 2.2, 2.3.1 (last sentence), 2.3.2 (last sentence), 2.5, 5.4, 6, 7.2, 8, 9, and 10.
SCHEDULE 1
Additional Definitions
• 1.  "Advertising Inventory" means any audio-visual, graphical, text or any other form of advertising units, whether displayed or distributed via banners, links, in-stream, pre-roll or post-roll or leave-behind, promotional spots, or otherwise.
  
• 2.  "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
  
• 3.  "API" means the application programming interface and related materials provided by SP that enables an authorized software application (e.g., the Licensee Application) to interact with SP's application server, to facilitate interaction with the SP Databases and Content Distribution Network.
  
• 4.  "API Call" means a specific operation invoked by the Licensee Application to perform a specific task, e.g., query the SP Databases; add, update, or delete Content, metadata, or other information as permitted; run an administrative utility; etc.
  
• 5.  "API Key" means a confidential security key provided by SP to Licensee under this Agreement, and which is specific to Licensee's use of the API.
  
• 6.  "Authorized User" means a user who has assented to the terms and conditions of the SP Policies, as evidenced by SP's records.
  
• 7.  "Authorized User Data" means all demographic, transactional, identifying, and other information, data, files or records relating to Authorized Users and their access to and use of the SP Platform as integrated with the Licensee Site and Hosted Pages, and any Content collected on or in connection therewith including without limitation, names, e-mail addresses, usage statistics, traffic data, and any other information relating to any communications, transactions, and/or interaction between an Authorized User and the SP Platform as integrated with the Licensee Site and Hosted Pages.
  
• 8.  "Captcha" (Completely Automated Public Turing Test to tell Computers and Humans Apart) is a test designed to be easy for a human to do, but difficult to automate (e.g., the practice of displaying distorted letters and requiring the user to retype them into a form) - in order to prevent automated online registrations (e.g., for "spamming" purposes).
• 9.  "Content" means any audio, audio-visual, video-based, or other media files provided or made available online.
• 10.  "Content Distribution Network" means SP's system of networked computers that cooperate to store and deliver SP Content via the SP Platform.
• 11.  "Feed" means a series of Content elements (including videos, photos, music, blog posts, and/or URL bookmarks), organized into a list with a specified name and description. A Feed can be generated by an Authorized User or editorially created. The Feed owner can add, delete, or reorganize Feed Content via the SP Platform, in real time. Feed Content can be viewed individually or as a continuous, serial stream. Additionally, a Feed can be viewed as a detail page displaying all Feed Content elements, any of which can be opened and played in-line in any order.
• 12.  "Flux Site" means the web site owned, operated, and/or controlled by or on behalf of SP located at http://www.flux.com, including without limitation all pages and sub-domains thereof and any successor web site(s) thereto.
• 13.  "fShare" is an SP software application that displays and associates a button with online content, including, e.g., videos, photos, and blog posts. When a user clicks the fShare button, the fShare application is launched, enabling the user to easily share or distribute the associated content to SP Partner Sites and other sites like social networking sites (e.g., MySpace, Facebook) and blogging platform sites (e.g., Blogger).
• 14.  "Joint Notification" means a brief introductory explanation for new users, regarding SP's privacy and Shared Data practices, in substantially the following form (but subject to modification): "The [Licensee Site] has partnered with Social Project to enhance the community experience on this site. As a member, SP recognizes you at any SP-powered sites you visit, making it easy to join these sites by simply clicking the 'Join' button. By signing up, you confirm your registration with both the [Licensee Site] and Social Project."
• 15.  "Licensee Application" means a software application owned, operated, and/or developed by or on behalf of Licensee to interact with the API.
• 16.  "Licensee Marks" includes the Marks provided by Licensee to SP pursuant to this Agreement, and as License may amend from time to time..
• 17.  "Licensee Site" means the web site(s) owned, operated, or controlled by or on behalf of Licensee and all pages, domains, and sub-domains thereof. For purposes of this Agreement, the term "Licensee Site" specifically means pages of Licensee's applicable web site that are hosted by Licensee or by a third-party on Licensee's behalf, whether or not such pages incorporate any SP Platform components. The term "Licensee Site" excludes Hosted Pages, unless the Licensee Site is fully hosted by SP.
• 18.  "Links" mean hypertext links, which are functional and re-direct a user's Internet browser to the item linked to.
• 19.  "Marks" mean trademarks, service marks, trade names, brands, logos, and other distinctive identification and/or proprietary indicia.
• 20.  "Media Player" is a Widget provided by SP. If Licensee elects to use the Media Player, SP will integrate the Media Player onto the Licensee Site as requested by Licensee; and SP will transcode into Flash format videos provided by or on behalf of Licensee to SP, for display and performance within the player. Alternatively, if Licensee elects in its sole discretion to use a third-party (e.g., Brightcove, Google Video) media player on the Licensee Site, SP will render such third-party media player in-line on the Licensee Site using the applicable third-party's embed code; and SP will integrate with such media player an SP Widget that adds ("wraps") the player with SP Platform-specific controls including, e.g., Add [Content], Share, Vote, Flag, and a link to a content-specific Hosted Page (i.e., detail page) displaying the video and enabling, e.g., user comments, display of users who like the video, etc.
• 21.  "Person" means a natural person, a corporation, a limited liability company, a partnership, a trust, a joint venture, any governmental authority, or any other entity or organization.
• 22.  "Quick Navigation Bar" is an SP Widget that incorporates, without limitation, SP Marks, user account management tools, and help/informational Links provided by SP for use on the SP Sites, Licensee Sites, and SP Partner Sites. SP reserves the right to modify the Quick Navigation Bar feature set. For illustrative purposes, the Quick Navigation Bar currently includes, when logged out, a Log In/Sign Up prompt; and when logged-in, it includes Links and menus that enable Authorized Users at any time to manage their online profile, electronic messages, friends, community memberships, media, posts, and account settings, and to send "help" inquiries to the Licensee Site administrator, review SP Policies, and log out.
• 23.  "SP Content" means Content stored in and/or retrieved from the Content Distribution Network. Certain SP Content may be subject to use restrictions imposed by SP, Partners, other third parties, or applicable law. For purposes of this Agreement, SP Content will not be deemed to include (a) Content or other data that Licensee has obtained independent of SP, (b) the SP Platform, (c) Hosted Pages, and/or (d) SP Marks.
• 24.  SP Databases" means databases hosted and maintained by SP which contain, without limitation, Authorized User Data and metadata relating to SP Content.
• 25.  "SP Marks" includes the following Marks that may be owned or licensed by SP, and as SP may amend from time to time: SOCIAL PROJECT, FSHARE, and FLUX.
• 26.  "SP Partner" means any third-party under agreement with SP similar to this Agreement.
• 27.  "SP Content" means Content stored in and/or retrieved from the Content Distribution Network. Certain SP Content may be subject to use restrictions imposed by SP, Partners, other third parties, or applicable law. For purposes of this Agreement, SP Content will not be deemed to include (a) Content or other data that Licensee has obtained independent of SP, (b) the SP Platform, (c) Hosted Pages, and/or (d) SP Marks.
• 28.  "SP Platform" means and includes (a) SP Software applications including without limitation, Widgets, API, SP Databases, and aggregated portals, (b) the Content Distribution Network, and (c) SP back-end services including without limitation, web hosting, technical support, Content moderation, and other technical and commercial services, all of which collectively enable SP-authorized web sites, applications, and users to without limitation, transmit and retrieve Content and other data made available by or through SP. SP reserves the right to revise, modify, update, add, or discontinue SP Platform components. The SP Platform is intended for access and use via web-browsing software, and SP commits to support the most popular versions of the following web-browsing platforms: Microsoft Internet Explorer and Mozilla Firefox.
• 29.  "SP Sites" means the web sites owned, operated, and/or controlled by or on behalf of SP, including without limitation the Flux Site and the web site located at http://www.socialproject.com, and all respective pages and sub-domains thereof and any successor web site(s) thereto.
• 30.  "SP Software" means proprietary software developed by SP.
• 31.  "Widget" means a portable module of SP Software, in object code form, that can be installed and executed within an HTML-based web page, and that displays and updates SP Content and other data served by SP. Widgets currently are classifiable into two general categories: (1) Content Widgets and (2) Functional Widgets. Widget offerings are subject to change by SP. Widgets typically include parameters customizable by Licensee and/or Authorized Users: e.g., look-and-feel; in-page placement location; Content selection and display settings; whether to enable user 'embedding' (i.e., distribution) on third-party web pages, etc. Widgets also can encourage and enable users to interact with Authorized Users and SP Content on the Licensee Site, Hosted Pages, SP Sites, and/or SP Partner Sites. Content Widgets focus on facilitating the display and distribution of SP Content and other data. Examples of Content Widgets include: (a) galleries/displays of Authorized Users (sorted as, e.g., 'New,' 'Popular,' 'Recent Visitors,' 'Friends,' etc.), (b) photos, (c) videos, (d) posts, (e) Feeds, (f) discussions, (g) contests or promotions, etc. Examples of Functional Widgets include: (a) Quick Navigation Bar, (b) guestbook/comments tools, (c) in-page navigation menus, (d) 'Add to My Feed' Content selection tool, (e) Content rating/voting tool, (f) 'Bookmarklet' tool to facilitate Content rating and distribution via the SP Platform, etc.

• 1.  Revenue Share.
• 1.1.  Net Hosted Advertising Revenue Share:
  
  
  50% to Licensee, 50% to SP.
• 1.2.  Hosted Advertising Minimum Sales Commitment:
  
  
  The greater of either:
  
  SP's Net Hosted Advertising Revenue Share based on $10,000.00 in gross Hosted Advertising revenues, or
  
  SP's current CPM market rate multiplied by the total number of impressions of Advertising Inventory delivered on the Hosted Pages. (Company may contact SP to obtain current CPM market rate.)
• 1.3.  Net Transaction Revenue Share, for Transactions sold/referred by or on behalf of either Party: to be negotiated in good faith by the Parties.
• 2.  API Terms. SP Platform components may be integrated into Licensee Sites as Widgets, Hosted Pages, by API, or combinations thereof. To the extent that Licensee uses SP's API, the following applies:
• (a)  SP grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to use the API to enable the Licensee Application to: (i) access SP's application server, in order to call SP Databases and transfer Content to/from the Content Distribution Network; (ii) make limited intermediate copies of SP Content; (iii) modify (solely to reorganize or rearrange) SP Content and other Content within the Licensee Application; and (iv) display SP Content and other Content. Licensee may engage in these uses solely to facilitate Authorized Users' use of the SP Platform through the Licensee Application per this Agreement (collectively, the "Permitted API Use"). Any other uses require SP's prior written consent.
• (b)  SP will provide to Licensee a confidential API Key to enable Licensee Application to access SP's application server for the Permitted API Use. In implementing the API, Licensee will comply fully with any documentation provided by SP. SP may immediately revoke or terminate the API Key: (i) if Licensee shares the API Key with any third party, other than as permitted by SP; (ii) if the API Key is compromised by a third party; (iii) if Licensee uses or permits use of the API, SP Databases (or data therein), or Content Distribution Network (or SP Content therein) in any way that is excessive or abusive of SP bandwidth or other SP resources, or in any other way not expressly permitted or granted under this Agreement; or (iv) upon termination of this Agreement.
• 2.2  API Fee.
• (a)  To the extent a Licensee Site integrates with the SP Platform not only via API, but also with Widgets and/or Hosted Pages, Licensee will not owe SP a fee for the API use in connection with such Licensee Site; provided that, if SP determines that such API use has been excessive or abusive of SP bandwidth or other SP resources, then Licensee will be required to pay SP for such API use as set forth in Schedule 2.
• (b)  To the extent a Licensee Site integrates with the SP Platform exclusively via API (with or without the Quick Navigation Bar), Licensee will pay SP a fee based on Licensee's actual API use (e.g., API calls) in connection with such Licensee Site, as determined in writing by SP. Unused API Calls will not roll over to the next month. All API fees that have accrued hereunder will be due and payable by Licensee to SP within thirty (30) days after the applicable calendar month during the Term.

• 1.  Definitions.  Except as otherwise defined in the Agreement between the Parties, the following terms shall have the respective meaning set forth below:
• 1.1.  "Production Period" means the total number of hours per calendar month, less any time actually expended by SP to correct a problem with the SP Platform for which SP is not responsible.
• 1.2.  "Update" means and includes the generally available modifications or revisions made to the SP Platform (i) to improve upon or repair existing features and operations within the SP Platform, or (ii) to ensure compatibility with new releases of existing systems (including hardware, operating systems and middleware) and external services through standardized interfaces.
• 2.  Maintenance; Service.
• 2.1  Support.  SP will provide to Licensee live telephone and e-mail support for integration and technical inquiries, Monday through Friday between 9:30 a.m. and 6:30 p.m. (Pacific time) during the Term. At all other times during the Term, SP will respond promptly to support inquiries, i.e., within approximately one (1) hour. Licensee will provide SP with reasonable telephone and e-mail support to assist Licensee in the technical and operational aspects of the relationship contemplated hereunder. Each Party will use commercially reasonable efforts to correct any technical problems within twenty-four (24) hours of the time the error is reported (or becomes known to the Party) or as soon as reasonably and commercially practicable to do so; provided that both Parties acknowledge that such efforts may be dependent on third-party support, resources, and maintenance and that in all cases some problems may not be resolved within 24 hours.
• 2.2  Updates.  SP will make available to Licensee (at no additional cost) all generally available functional Updates to the SP Platform components integrated into any Licensee Site, along with materials describing the purpose and function of the Updates. SP will provide written instructions and such other assistance as Licensee may reasonably require to complete any installation. After an Update has been incorporated into the SP Platform and accepted by Licensee for use on any Licensee Site(s), the Update will be considered part of the Platform for all purposes hereunder. Wherever practicable, SP will not install an Update to any SP Platform component integrated into Licensee Site(s) without Licensee's prior approval.
• 3.  Uptime Requirement.  Excluding regularly scheduled or mutually-agreed upon (by the Parties) maintenance windows during non-peak traffic periods, the SP Platform will be available for Licensee's use for a minimum of ninety-eight percent (98%) of the time during each Production Period.