1. In-bound Syndication
The terms of this section apply if you receive content provided by third parties ("Syndicated Content" and "Source(s)" respectively) through syndication services provided by Emplifi Inc. or Pixlee TurnTo Inc., as applicable (Emplifi Inc. And Pixlee Turnto hereinafter referred to as "Emplifi")("Syndication"):
(a) Limited License
Emplifi grants you a limited, non-exclusive, revocable, worldwide license to use the Syndicated Content solely in accordance with the uses permitted and restrictions provided under this section. This agreement gives you no rights to the Syndicated Content other than those provided in this license.
(b) Permitted Use; Requirements; Restrictions
Permitted Use. You may use the Syndicated Content only by displaying it in locations consistent with industry norms for content of that type on those web properties specified in a relevant Order and may not otherwise use or distribute it or allow third parties to access it through automated tools or in aggregate form.
Source Badging. You will display an identification of the Source for each piece of Syndicated Content alongside it, in accordance with the associated Source identification data provided to you by Emplifi.
Incentivized Content and Staff Badging. You will display an appropriate identification that the author of a piece of Syndicated Content received a monetary incentive to produce such content, including receiving a sample of the product, or was an employee of the Source organization, for all Syndicated Content where the feed provided by Emplifi indicates such was the case.
Discontinuation of Use. Upon notification by Emplifi that a Source has revoked permission for Syndication to you of their Syndicated Content, your license to use Syndicated Content from that Source is terminated and you will promptly discontinue all use of the Syndicated Content from that Source and will remove it completely from your systems. Upon termination of this Agreement or the Order under which Syndication services are provided to you, for any reason, your license to use all Syndicated Content is terminated, and you will promptly discontinue all use of all Syndicated Content and destroy all copies of it.
Regular Updates. You will regularly, and in any event not less than once every two weeks, update all Syndicated Content provided to you to add any Syndicated Content newly available since the previous update and remove any Syndicated Content which has been withdrawn by the Source.
Take-down. Separately from regular updates, Emplifi may notify you that certain Syndicated Content should no longer be displayed. Promptly upon such notification, you will remove such content from all display.
Emplifi may at its option immediately suspend or terminate the Syndication Services in the event you fail to comply with any of the obligations or restrictions set forth in this Section.
(c) Qualified Sources
Emplifi will only Syndicate to you Syndicated Content from Sources that:
Have granted Emplifi permission to Syndicate their content to you, a license to use the Syndicated Content for this purpose, and the right to grant you the licenses granted under this Agreement
Provide the Syndicated Content to Emplifi in Emplifi's required format, including product data enabling effective catalog matching
Adhere to Emplifi's requirements to ensure content authenticity, including identifying all Syndicated Content where the author received any monetary incentive to produce such content, including receiving a sample of the product
Warrant that they own or have the appropriate rights to all content which they provide for Syndication
Warrant that no Personal Data is included in the content which they provide for Syndication. As used herein "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. The display name of the content author is not considered Personal Data.
(d) Exclusivity
Emplifi will be the exclusive provider of Syndication services to you.
2. Out-bound Syndication
The terms of this section apply if you instruct Emplifi to deliver your Syndicated Content to third parties in Emplifi's syndication network. (Delivery of your content to third parties outside Emplifi's syndication network, or to service providers of theirs, is considered content export, not Syndication, and is not subject to the terms of this section.)
(a) License Grant
You grant Emplifi a limited, non-exclusive, revocable, worldwide license to use your Syndicated Content for Syndication, and you grant Emplifi the right to grant to Qualified Recipients a limited, non-exclusive, royalty-free, revocable, worldwide license to use your Syndicated Content, subject to the terms of paragraph (b), below.
(b) Service
1. Emplifi will deliver your Syndicated Content to all Qualified Recipients, unless you specify in writing to Emplifi individual Qualified Recipients that should or should not receive this content, in which case Emplifi will deliver your Syndicated Content only to the specified recipients.
2. You will follow the following policies in Syndicating your content, and Emplifi will apply these policies in providing the Syndication services under this section:
No Cherry Picking. You will Syndicate all content moderated to a "published" status. (i.e. You will not selectively Syndicate only certain content within this set (for example, only favorable content)).
Authenticity. You will apply appropriate tags to identifying all Syndicated Content where the author received any monetary incentive to produce such content, including receiving a sample of the product. You warrant that, to your knowledge, all Syndicated Content represents the authentic views of its authors regarding the products or services to which the content applies.
No Personal Data. No Personal Data will be included in your Syndicated Content. As used herein "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. The display name of the content author is not considered Personal Data.
No re-syndication. Your Syndicated Content will not contain any content which was Syndicated to you or which you otherwise do not have the rights to provide for Syndication.
3. Syndicated Content is subject to the content moderation policies of the Recipient; you acknowledge recipients may not publish all of the Syndicated Content you provide.
4. If you determine that individual pieces of Syndicated Content should no longer be Syndicated, you may contact Emplifi at syndication@emplifi.io and Emplifi will promptly remove such pieces of content from the Recipients to which it has been syndicated. For each piece of content which you request to be removed, you must provide the same product ID and review ID as when the content was originally provided. Emplifi cannot support removal requests without this information. Ad hoc removal is not intended for the bulk removal of content as, for example, in a case where your rights to a body of syndicated content have expired or been lost. For such bulk removal requests, Emplifi may charge a service fee.
5. At any time, by written notice, you may revoke permission for Syndication of your content to any recipients, and Emplifi will promptly stop delivery to those recipients and instruct them to cease use of the content and destroy all copies. At any time, by written notice, you may cancel all Syndication through Emplifi, and Emplifi will instruct all recipients to discontinue all use of your content and destroy all copies of it.
(c) Qualified Recipients
Emplifi will Syndicate your Syndicated Content only to "Qualified Recipients", which are recipients that:
1. Agree to display your Syndicated Content;
2. Provide Emplifi with product data enabling effective catalog matching;
3. Agree in writing to the following Recipient Terms of Use:
They may use the Syndicated Content only by displaying it in locations consistent with industry norms for content of that type on properties they own or control and may not otherwise use or distribute the Syndicated Content or allow third parties to access it through automated tools or in aggregate form.
They obtain no rights to the Syndicated Content other than the limited license specified above.
They will display an identification of the Source for each piece of Syndicated Content alongside it.
They will display an appropriate identification that the author of a piece of Syndicated Content received a monetary incentive to produce such content, including receiving a sample of the product, or was an employee of the Source organization.
Promptly upon notification that a Source has revoked permission for Syndication to them, they will discontinue all use of that Source's Syndicated Content and will remove it from their systems.
3. Export to Google
If you use the Emplifi Ratings and Reviews product, you hereby authorize Emplifi to license and provide to Google Inc. ("Google"), on your behalf, those parts of Your Data required by Google for the Google Product Review Feed as described at https://developers.google.com/product-review-feeds/. At any time, by written notice, you may instruct Emplifi to discontinue providing these data to Google, however the license to Google for data shared with Google prior to the discontinuation will survive.
If you use the Emplifi Seller Ratings product, you hereby authorize Emplifi to license and provide to Google Inc. ("Google"), on your behalf, those parts of Your Data required by Google for the Google Merchant Review Feed as described at https://developers.google.com/merchant-review-feeds. At any time, by written notice, you may instruct Emplifi to discontinue providing these data to Google, however the license to Google for data shared with Google prior to the discontinuation will survive.
