Welcome To Written. Written Inc., a Delaware corporation (“Written”) provides a proprietary service (as it may be updated from time to time, the “Service”) designed to (i) allow creators (“Content Creators”) of web-based content (“Content”) and certain technical and traffic-related attributes associated therewith (the “Attributes”) to make Content and such Attributes available to third party owners and/or operators of web-based properties (“Content Consumers”), by licensing certain rights in such Content to Written and permitting Written to sublicense certain rights therein to Content Consumers, and (ii) allow Content Consumers to procure certain rights in and to Content and Attributes via a sublicense from Written.
Your Acceptance Of This Agreement and its Application to You. Before we can permit use of the Service, it is important to us that we have a common understanding concerning the terms and conditions that govern such use and the Content that you make available via the Service. This document (the “Agreement“) sets forth and establishes our common understanding about your use of the Service and the rights you grant to Written with respect to Content and associated Attributes made available via the Service.
By clicking the “I AGREE” button or using the Service, you (“you”) agree, effective as of such date (the “Effective Date”) to be bound by this Agreement. You are only authorized to use the Service if you agree to abide by all applicable laws and this Agreement as it applies to you. Please read this Agreement carefully and save it. If you do not agree with it, you should discontinue use of the Service immediately and you should not make Content available to us.
Written may modify the terms of this Agreement from time to time, provided that any such modification shall be effective only after we have notified you of the modification (via an update to the terms delivered via email or through the Service) and you subsequently signify your acceptance.
1.1 Provision of Service. Subject to the terms and conditions of this Agreement, Written will provide Content Creator with access to the Service during the term of this Agreement. Content Creator may internally use the Service solely for its intended purpose in accordance with this Agreement.
1.2 Authorized User Accounts. Content Creator may establish accounts (“Accounts”) for Content Creator’s employees or independent contractors to use the Service on behalf of Content Creator (“Authorized Users”). Authorized Users shall at all times abide by the terms set forth herein. Content Creator shall immediately notify Written in the event that Content Creator or an Authorized User becomes aware of any violation of this Agreement. Content Creator shall be liable for any breach of this Agreement by an Authorized User.
1.3 Account Protection. Content Creator and all Authorized Users shall protect the confidentiality of all Account information, including user names and passwords. In the event that an Authorized User becomes aware that the security of such party’s login information has been breached, the party shall immediately notify Content Creator and Content Creator shall immediately de-activate such Account or change the Account’s login information.
1.4 Content Creator Assistance and License Grant. Content Creator shall utilize the Service to identify Content that it wishes to make available for Sublicense by Written via the Service, and shall provide Written with all information, assistance and materials as reasonably required for Written to obtain access to or activate such Content and associated Attributes. This may include, without limitation, (i) URLs and other applicable technical details and materials pertinent to Content to be made available via the Service, (ii) valid credentials for any analytics or web publishing or other account as may be required by Written, and (iii) such assistance as Written may request with respect to third party hosting providers and/or registrars (including as may be required to establish appropriate re-direct(s)). In addition, Content Creator agrees to grant and does hereby grant Written an exclusive, transferable, sublicensable (to Content Consumers, via the Service), worldwide, fully paid (upon payment of the applicable amounts due hereunder), irrevocable, license to use, reproduce, display and distribute the Content and Attributes made available to Written via the Service, for the term and subject to any parameters indicated via Content Creator’s interaction with the Service with respect thereto. Content Creator hereby agrees that it shall not take any action that is designed to affect or limit the availability of the Content or Attributes licensed hereunder.
1.5 Contact. Content Creator further hereby agrees (i) to immediately notify Written in the event of any dispute or complaint that Content Creator may have with respect to the Content licensed hereunder, the implementation thereof, or any Content Consumer, and (ii) that it shall not directly contact any Content Consumer as such.
1.6 Infrastructure. Content Creator acknowledges that Written may host the Service using its own infrastructure or it may engage a third party to host the Service on its behalf.
1.7 Maintenance. Updates to the Service may be provided in Written’s discretion at no charge to Content Creator. Scheduled system maintenance shall take place during a normal maintenance window, as reasonably determined by Written. During such time, the Service may be unavailable. Emergency maintenance may be required at other times.
1.8 Support. Written will provide Content Creator with a reasonable amount of email support regarding use of the Service, but makes no guarantees as to response times.
2.1 License. Subject to the terms and conditions of this Agreement, Written grants to Content Creator a personal, non-sublicensable, non-exclusive, non-transferable, license during the term of this Agreement to install and internally use the Written plug-in provided with the Service (the “Written Plug-In”) solely in accordance with the Written Plug-In’s normal and intended use and applicable Documentation. Upon request, Content Creator shall certify to Written that Content Creator’s use of the Written Plug-In is in compliance with the terms of this Agreement
3.1 Notice. From time to time, third party Content Consumers may submit to Written an order that identifies Content that such Content Consumer desires to sublicense via the Service and provides the key terms pertinent thereto, e.g. fees and duration of sublicense. Written shall use commercially reasonable efforts to provide a notification to Content Creator, via email or otherwise via the Service detailing the proposed order parameters so that Content Creator can accept or reject the applicable bid, and/or detailing orders it has approved on Content Creator’s behalf in accordance with parameters established via the Service.
4.1 Fees. There is no fee for Content Creator’s access to the Service or the Written Plug-In per se, though Written reserves the right to charge a fee for access for renewal Terms of this Agreement, or for access to certain premium features of the Service. Subject to the terms and conditions of this Agreement and its receipt of payment from the applicable Content Consumer, Written shall pay Content Creator in accordance with either the generic revenue sharing table applicable to Content as of the time that Content Creator makes it available via the Service, or via a custom quote and schedule. Payment otherwise shall be made on a monthly basis and in accordance with the payment instructions indicated by Content Creator via the account management elements of the Service.
4.2 Taxes. Content Creator is solely responsible for calculation and payment of any taxes due as a result of payments to Content Creator hereunder, including without limitation any sales and/or income taxes. Content Creator shall pay all such taxes, as required by applicable law or regulation.
4.3 Exclusivity and Non-contravention. Content Creator hereby agrees not to make the Content that is made available via the Service available for license via a competing or similar network during the Term of this Agreement, and that such Content shall be made available exclusively via the Service during such period. Content Creator hereby agrees not to arrange for the exchange of content and/or consideration outside of the Service with respect to any Content made available via the Service or with respect to any Content Consumer that Content Creator became familiar with via the Service. Content Creator hereby agrees to allow Written or its designee to, upon reasonable notice, audit Content Creator’s applicable records to verify that Content Creator is in compliance with Content Creator’s obligations hereunder. If Content Creator is found to not be in compliance with its obligations hereunder, it agrees hereby to reimburse Written for all costs associated with such audit. Further, Content Creator hereby agrees that Written shall be entitled to receive from Content Creator an amount equivalent to the amount that would otherwise have been payable hereunder had the applicable content been the subject of a content order issued to a Content Consumer at Written’s then applicable rates, plus interest an amount equal to the lesser of the highest rate allowed under applicable law and 1.5% per month
5.1 Service, Plug-In and Content Ownership. Except as otherwise provided herein, Written and its licensors shall own all right, title, and interest in and to the Service and the Written Plug-In, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein. Content Creator agrees to assign all right, title, and interest it may have in the foregoing to Written. Content Creators retain all right, title and interest in and to the Content they make available via the Service, subject to the licenses set forth in Section 1.4. Except for the express rights granted herein, Written does not grant any other licenses, whether express or implied, to any Written software, services, or intellectual property.
5.2 Restrictions. Content Creator and any Authorized Users may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service or the Written Plug-In (ii) use, evaluate or view the Service or the Written Plug-In for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Service; (iii) use the Service or the Written Plug-In for any illegal purpose or to violate any applicable law; (iv) use the Service or the Written Plug-In to violate and law or regulation, or (v) use the Service or the Written Plug-In in a service bureau or any other manner to provide services for a third party. Neither Content Creator nor an Authorized User shall remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Service or the Written Plug-In.
5.3 Prohibited Content. The following is a partial list of the kind of Content that is illegal or prohibited to make available via the Service. Written reserves the right to investigate and take appropriate legal action against anyone who, in its sole discretion, violates this provision, including without limitation, removing the offending Content from the Service. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Written: [is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains offensive subject matter; promotes information that Content Creator knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music, video, photos or links to pirated files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes; involves contests, sweepstakes, barter, advertising, or pyramid schemes].
5.5 Confidentiality. Content Creator acknowledges that the Service, the Written Plug-In, the terms of this Agreement, the details of any payments made hereunder, and any other proprietary or confidential information provided to Content Creator by Written (“Written Confidential Information”) constitutes valuable proprietary information and trade secrets of Written and its licensors. Written acknowledges that the Data provided to Written by Content Creator (“Content Creator Confidential Information”) constitutes valuable proprietary information and trade secrets of Content Creator. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section.
5.6 Third Party Components. Content Creator acknowledges that (i) elements of the Service and the Written Plug-In may contain other software or components that are either owned by a third party or in the public domain, and (ii) Written has no proprietary interest in such software or components (collectively and each, the “Third Party Software”), and as such, cannot grant Content Creator a license to use such Third Party Software. A listing of such Third Party Software is made available to Content Creator in Written’s documentation, the “Read Me” files for each component of Third Party Software, and/or is set forth in the THIRDPARTYSOFTWARE_README.txt file available upon request, and is available upon written request. Content Creator’s rights in the Third Party Software are governed by and subject to the terms and conditions set forth in the applicable third party license(s) also set forth therein. Content Creator acknowledges and agrees to fully comply with such terms and conditions. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE DISCLAIMERS SET FORTH AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO WRITTEN AND ITS LICENSORS WITH RESPECT TO SUCH THIRD PARTY SOFTWARE. WRITTEN IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY SUCH THIRD PARTY SOFTWARE UNLESS EXPRESSLY AGREED TO IN WRITING UNDER A SEPARATE AGREEMENT.
6.1 Acknowledgements. Content Creator hereby acknowledges that Written has no authority or control over the web properties (“Web Properties”) owned or controlled by Content Consumers, and that Content Consumers may take unilateral action that may affect the display of the Content and the Attributes. In no event shall any Content Consumer’s action or omission (including with respect to the Content) result in a cause of action against Written, under any theory of liability.
6.2 Content Creator Warranties. Content Creator represents and warrants that: (i) its owns the Content or otherwise has the right to grant the license set forth to Written herein, and (ii) the posting of such Content via the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. Content Creator agrees to pay for all royalties, fees, and any other monies owing any person or entity by reason of any of Content made available by Content Creator via the Service.
6.3 Written Warranty and Disclaimers. Written will use commercially reasonable efforts to make the Service reasonably available for use by Content Creator during the Term. EXCEPT FOR THE FOREGOING, WRITTEN DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE SERVICE, THE WRITTEN PLUG-IN, AND/OR ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. WRITTEN IN NO WAY WARRANTS THAT CONTENT CREATOR WILL ACHIEVE ANY PARTICULAR RESULTS OR ANY MINIMUM PAYMENTS.
6.4 Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM SECTION 5.4 (CONFIDENTIALITY) (A) WRITTEN SHALL NOT BE LIABLE TO CONTENT CREATOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOST OF INFORMATION, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING; AND (B) IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF WRITTEN FOR ALL CLAIMS UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAYABLE, IF ANY, TO CONTENT CREATOR IN ACCORDANCE WITH SECTION 4.1.
6.5 Allocation of Risk. The warranty disclaimers and limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy. Content Creator and Written each acknowledge and agree that the limitation of liability provisions of this section reflect an informed, voluntary allocation between them of the risk associated with Content Creator’s use of the Service and/or the Written Plug-In and, but for this provision, Written would not have made the Service available to Content Creator at the prices contemplated under this Agreement.
6.6 Content Creator Indemnity. Content Creator shall indemnify, defend, and hold harmless Written and its directors, employees, agents, and distributors from and against all damages and liabilities (including reasonable attorneys’ fees) that arise from (a) unauthorized use of the Service or the Written Plug-In by Content Creator or any Authorized User, (b) Content that is expressly prohibited hereunder; and/or (c) any allegation that the Content infringes a third party’s intellectual property or other proprietary rights.
7.1 Term and Renewal. Subject to Section 7.2, the initial term of this Agreement shall commence upon the Effective Date of this Agreement and continue for an initial term of one (1) year, and shall renew for successive periods of one (1) year unless a party notifies the other of its intent not to renew within thirty (30) days prior to the expiration of the then-current term.
7.2 Termination and Suspension.
7.2.1 For Breach. In the event that Content Creator is in breach of this Agreement and does not cure such breach within ten (10) days following notice of such breach, then the Written may immediately terminate this Agreement by provision of notice. In the event of breach, Written may also (at its discretion and in addition to other remedies it may have) suspend Content Creator’s and its Authorized Users’ access to the Service.
7.2.2 For Convenience. In addition, Written may terminate this Agreement for any reason upon thirty (30) days notice to Content Creator.
7.3 Effect of Termination. Upon termination of this Agreement, Content Creator and any Authorized Users must immediately stop using the Service and the Written Plug-In. Upon termination or expiration of this Agreement, Sections 1.4 (with respect to Content sublicensed prior to termination or expiration), 3 (with respect of fee sharing arrangements accepted prior to termination, unless this Agreement is terminated pursuant to Section 7.2.1), 5, 7.3, and 8 shall survive and remain in effect.
8.1 Independent Contractor. In performing under this Agreement, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, employees or agents of one another in any respect.
8.2 Export and Other Restrictions. Content Creator agrees not to export or re-export any software included within the Service or the Written Plug-In, either directly or indirectly, without both parties’ written consent and any required license from the appropriate governmental agency. The Service, the Written Plug-In and any related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
8.3 Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, acts or omissions of Content Consumers or third party technology providers (e.g. search engines), civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.
8.4 Assignment. Neither party may assign its rights or obligations under this Agreement without obtaining the other party’s prior written consent, provided that no consent shall be required in connection with an assignment to an affiliate or in connection with a merger, acquisition or sale of assets, reorganization, or similar transaction. Any assignment in contravention of this subsection shall be void.
8.5 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). Further, the parties agree that any claim or cause of action under or relating to this Agreement shall be brought in the state or federal courts located in Austin, Texas, United States and the parties agree to submit to the exclusive personal jurisdiction of such courts. If Content Creator is located outside of the United States, and except for any claims for temporary or permanent injunctive relief, any and all disputes, controversies or claims arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Rules”) in effect on the date of this Agreement by a single arbitrator appointed in accordance with said Rules. The appointing authority shall be the American Arbitration Association. The place of arbitration shall be Austin, Texas. The arbitration shall be conducted in the English language. The determination of the arbitrator shall be final and binding upon the parties to the arbitration. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
"Personal Information" means any information that may be used to identify an individual or your account, including, but not limited to, first and last name, home or other physical address, email address and password, phone number, age information, and credit card or other payment information. We may ask you to provide Personal Information that will enable us to enhance your use of the Service, for purposes such as facilitating correspondence with you, registering your entitlement to access certain special features, or to complete transactions. It is always your choice whether or not to provide that Personal Information. If you choose not to provide requested Personal Information, you may not be able to use certain features of the Service.
How does Written use Personal Information? The Personal Information that you provide will be used to support your relationship with Written and our products and services. Among other things, we want to help you quickly find information through our Service, leverage our tools in connection with your authorized use of our products and services, process payment, facilitate interaction with third party services, and alert you to product upgrades, special offers, updated information and other new products and services from Written.
Content-Related Information. If you are a Content Creator and wish to use certain elements of the Service, we will ask you to provide us with certain information regarding the Content that you seek to monetize. This may include the URLs you submit via the Website or the Service, information about those URLs and the underlying websites, your Google Analytics credentials, and the information contained within your Google Analytics account(s). We refer to this information as “Content-Related Account Information.”
How does Written use Content-Related Information? Content-Related Information is used to determine attributes relating to your Content that help us deliver value to you via the Service. If you become a Content Creator by virtue of agreeing to our terms of service applicable to Content Creators, such terms grant us further rights in such information and is the principal document governing the use and disclosure of such information.
“Technical Information” We may also automatically receive and record information on our server logs from your browser, which could include your IP address, cookie information, browser information, and the page you request. Technical Information is not deemed by Written to constitute Personal Information and while Written will not use it in a way that associates such information with you, such information it may be aggregated and used for any lawful purpose.
Except as set forth herein or in any applicable Terms of Service, Written does not rent, sell or share the Personal Information or Content-Related Information it collects from or about you to or with third parties, and such information is only used to provide you with our products and services and to comply with any requirements of law.
Agents or contractors of Written may have access to Personal Information and/or Content-Related Information on a need to know basis for the purpose of providing services to you. All such agents or contractors who have access to such information are required to keep the information confidential and not use it for any other purpose than to carry out the services they are performing for Written, or as otherwise required by law.
Written or its agents or contractors may disclose Personal Information and Content-Related Information if required to do so by law or in the good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply with legal process; (2) protect and defend the rights or property of Written or its agents or contractors; or (3) act in urgent circumstances to protect the personal safety of users of the Service or the public.
Finally, if Written should ever merge with another organization, file for bankruptcy, or sell our assets, we may transfer the information you provide to us on through the Service to a third party or share your Personal Information and/or Content-Related Information to the company with which we enter into such transaction as a part of such transaction.
We maintain physical, electronic, and procedural safeguards designed to protect Personal Information and Content-Related Information.
Our systems are designed to protect Personal Information and Content-Related Information from unauthorized usage on shared computers in that users are required to log in through our applications.
We strive to protect your Personal Information and your Content-Related Information, and to keep it private. We cannot, however, guarantee the security of any information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time. It’s important for you to prevent unauthorized access to your account and personal information by choosing and protecting a strong third party service password and by limiting access to your computer and browser by signing off after you have finished using Written services.
Please keep in mind that whenever you voluntarily disclose information through public facing aspects of the Service, through e-mail, or in chat areas, that information can be collected and used by others. In short, by posting information online that is publicly accessible, you may receive unsolicited messages from other parties in return. We are not responsible for the security or privacy of any information you choose to submit in connection with these public features.
We may send an email to you at the email address you have provided to us in the event of a security breach. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.
Personal Information collected through the Service may be stored and processed in the United States or any other country in which Written or its affiliates, subsidiaries, agents or contractors maintain facilities, and by using the Service, you consent to any such transfer of information outside of your country.
It is our policy to respect the intellectual property rights of others. We do not promote, foster or condone any infringing activity.
If you believe your work has been copied in a way that constitutes copyright infringement, are aware of any infringing material on the site or an Advertiser's site, or know of someone who is making unauthorized use of the content of the site or a Publisher's site, please contact our registered agent for notice of copyright infringement under the DMCA and notify us of your concern by submitting a written notice to us at either of the following addresses:
ATTN: DMCA Agent/Legal
600 Congress Ave, 14th Floor
Austin, TX 78701
or via E-mail: dmca-agent@written .com