Terms and Conditions for Martha's Circle
You are applying to become a blogger associated with Martha Stewart Living Omnimedia, Inc.’s “Martha’s Circle.” If your application is accepted, the terms and conditions of the Martha's Circle Member Agreement will govern this relationship, and your express agreement with and affirmative acceptance of these terms and conditions is required below. If you are accepted by MSLO as a member of Martha's Circle, you, the user, agree to be bound by the following terms and conditions:
Martha's Circle Program Member Agreement
This Martha's Circle Program Member Agreement (this "Agreement") is entered into by logging into Martha's Circle (the "Effective Date") by and between user ("you") and Martha Stewart Living Omnimedia, Inc. ("we", "MSLO or "MC").
1. Overview. As further described in this Agreement, through its Martha's Circle program ("Program") (i) MC may feature links on MC's website located at marthastewart.com ("MS Website") to your web site (the "Sponsored Site") and (ii) MC may provide you with advertisements to place on your site and shall share with you revenues generated by any advertisements. MC shall have the right to discontinue the Program at any time without further liability.
2. Sponsored Site. You represent and warrant that you write, maintain, operate or represent the site, and have the authority to enter into this Agreement, including the right to grant MC permission to (i) link to your site and (ii) place advertisements on the website hosting your site. The placements, frequency, and manner of any links to the Sponsored Site on the MC Website, and any use of the Site Materials (as that term is defined below) shall be determined by MC in its sole discretion
3. Blogging. As a participating MC blogger, you may be given access to the products and services of MSLO as well as the products and services of its advertising partners, in order to test and review those products and services. If you and MSLO mutually agree that you will blog about any such products and services provided to you by either MSLO or MSLO’s advertising partners, you will expressly state that you have been engaged by MSLO to blog about your experience with the products or services and make other disclosures as appropriate. An example of such a disclosure is as follows: “As a Martha’s Circle blogger, I have been engaged by Martha Stewart Living Omnimedia to blog about [Advertising partner’s name] new [name of advertising partner’s product] product. MSLO provided me with samples of the product to test in my own recipes, and here is what I found.” The views you express should be accurate, truthful and your own.
4. Advertising. MC shall have the right, but not the obligation, to place advertisements on the Sponsored Site ("MC-Provided Advertisements"). The MC-Provided Advertisements may be provided to MC by a third-party advertiser or advertising distributor ("Ad Supplier"). MC shall deliver to you the MC-Provided Advertisement and you shall display the MC-Provided Advertisement on the Sponsored Site. All advertisements served on the Sponsored Site must meet IAB standards and specifications. You will be prohibited from featuring duplicate advertisements (two identical advertising units stacked or adjacent to one another on the page) on the Sponsored Site. At least one MC-Provided Advertisement unit will be at least partially above the fold or adjacent to the most recent content posts. Nothing herein shall require MC to provide you with any MC-Provided Advertisements and MC makes no guarantee regarding the amount of any payment to be made to you in connection with the MC-Provided Advertisements under this Agreement.
6. Quality Control. As a participating member of Martha's Circle, you understand that MC may monitor all of the content on the Sponsored Site. If MC at any time during the Term (i) becomes aware of a breach or inaccuracy of any statement, representation or warranty or (ii) determines, in its sole discretion, that any content contained on the Sponsored Site is unacceptable, misleading, inaccurate, unsubstantiated or otherwise in violation of any applicable law, rule or regulation,, you agree that MC shall have the right to (a) remove any link from the MC Website to the Sponsored Site immediately and without notice to you; (b) require you to correct any inaccuracies and make appropriate disclosures; and/or (c) require immediate removal of any content on the Sponsored Site. You agree to immediately comply with any MC request pursuant to (b) or (c).
7. Revenue Share. The third-party advertising platform service provider shall make monthly revenue share payments ("Revenue Share Payments") to you based on a percentage of the CPM revenue for the MC-Provided Advertisements displayed on the Sponsored Site ("CPM Revenue") as reported by the Ad Server. MC reserves the right to withhold payment of any Revenue Share Payment in the event of any breach or threatened breach of this Agreement by you.
8. Information Rights. You shall make available to MC aggregate usage data regarding the Sponsored Site as reasonably requested by MC. MC may retain and use for its own purposes all information you provide to MC in connection with the Program. You will also allow MC to collect Sponsored Site data to provide to third party metric agencies such as Quantcast and Comscore. You agree that MC may transfer and disclose to third parties (including Ad Suppliers and potential Ad Suppliers and MC's business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting MC-Provided Advertisements. MC disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.
9. License. For the purposes of this agreement, you hereby grant to MC a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit the Sponsored Site content and the Site Materials in order to place advertisements on the website and perform the activities described in this agreement; (ii) to sublicense such rights to MC's affiliates; (iii) to link to the Sponsored Site from the MC Website; and (iv) to copy and otherwise use portions of Sponsored Site and the Site Materials (in original or modified form) in order to drive traffic to the Sponsored Site and for other promotional purposes. For the purposes of this agreement, MC hereby grants to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the MC-Provided Advertisements solely for the purposes of placing such MC-Provided Advertisements on the Sponsored Site in accordance with this Agreement and (b) to link to the MC Website from the Sponsored Site as determined by MC from time to time.
10. Representations and Warranties. You represent and warrant that (i) the Site Materials are and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Site Materials and use of the Site Materials as contemplated herein will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material; (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (d) include misleading, inaccurate, false or unsubstantiated statements regarding MC, its products or services, or the products or services of its partners; and/or (e) include misleading, inaccurate, false, unsubstantiated or defamatory statements regarding MC's competitors or their products or services; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of your site and the Site Materials including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) the Site Materials will not violate any federal, state, or local law, rule, or regulation.
11. Confidentiality. During the term of this agreement and for a three (3) year period thereafter, you will not to disclose any confidential or proprietary information MC provides to you or you otherwise obtain about MC's business or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all MC software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; and (ii) click-through rates or other statistics relating to your site's performance in the Program.
12. Indemnity. You agree to indemnify, defend, and hold harmless MC, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., MC-Provided Advertisement advertisers or advertising distributors) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Program, the Site Materials, and/or your breach or alleged breach of any of the terms of this Agreement.
13. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
14. Disclaimer of Warranties. MC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE MC CONTENT, AND THE MC WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT MC IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE MC-PROVIDED ADVERTISEMENTS OR YOUR RECEIPT OF ANY REVENUE SHARE PAYMENTS.
15. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between MC and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that MC supports, sponsors, or endorses any content of your site or the MC-Provided Advertisements).
16. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL MC, its PARENT AND affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., MC-Provided Advertisement advertisers or advertising distributors) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF MC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MC'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY MC TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
17. Term of the Agreement. The term of this Agreement will begin upon our written notification that the Sponsored Site has been accepted to participate in the Program and shall continue for a period of two years. Notwithstanding the foregoing, either you or MC may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all references to your participation in the Program, all MC-Provided Advertisements, and all other materials provided by or on behalf of MC to you pursuant hereto or in connection with the Program. Removing the MC advertising tags from your site automatically terminates this agreement. MC reserves the right to change any of the terms and conditions contained in this Agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes, and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.
18. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York State, without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
The Martha's Circle Member may be updated or changed at any time. It is your responsibility to familiarize yourself with the most current versions, which remain available at marthascircle.marthastewart.com/join.