Master Subscription Services Agreement

The term “Authorized Users” refers to all individuals in the Subscribing Department specified in the Order Form and authorized by Subscriber to access and use the Services.

The term “TIME Sites Platform” or “TSP” refers to the interface and associated software allowing an Authorized User of the TSP to create, modify, and publish Websites including the ability to alter the design, structure, and styling of Websites.

The term “TIME Sites Salesforce App” or “TSSA” refers to the interface and associated software integrated with the core platform operated by Salesforce.com, Inc. and which allows an Authorized User of the TSSA to generate Websites from pre-designed templates.

The term “Cloud Integration Services” refers to third party design, marketing, and analytic cloud services offered by TIME Sites for integration within Subscriber’s Website(s) as part of the Services.

The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Services under this Agreement.

The term “Subscriber Content” refers to any Content submitted, uploaded, imported, integrated, communicated or exchanged through the Platform by Subscriber, including any user-generated Content.

The term “Subscriber Client” refers to a client of Subscriber on whose behalf Subscriber is utilizing and/or managing the Services.

The term “TIME Sites Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos and/or other indicia of source owned or used under license by TIME USA, LLC, and all goodwill associated therewith.

The term “Subscriber and/or Subscriber’s Client’s Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos and/or other indicia of source owned or used under license by Subscriber and/or Subscriber’s Client, and all goodwill associated therewith.

The term “Properties” refers collectively to Subscriber Content and Subscriber and/or Subscriber’s Client’s Trademarks.

The term “Platform” refers to software and software services owned and operated by TIME Sites, and TIME Sites’s mobile applications, including the TSP.

The term “Seat” means a unique login identification and password combination for accessing specific Services. An individual Seat must be uniquely assigned to no more than one (1) Authorized User.

The term “Services” means one (or a combination) of the TSP, the TSSA, and any other software or creative services which may be specified on the Order Form and are hosted or managed by TIME Sites.

The term “Website(s)” means a collection of related Web Page(s) under a unique Subdomain, Root Domain, and Top Level Domain combination. (By way of example, in the Website address www.timesites.com, "www" is the "Subdomain", "timesites" is the "Root Domain", and "com" is the "Top Level Domain").

The term “Web Page” means a document accessible on the internet via a common Subdomain, Root Domain, and Top Level Domain combination. (By way of example, blog.timesites.com, blog.timesites.com/page1, and blog.timesites.com/page2 are separate Web Pages located at the Website blog.timesites.com.)

TIME Sites hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as permitted pursuant to Section 21(f)), worldwide revocable license to access and utilize the Services pursuant to the terms of the Order Form.

This EULA grants Subscriber the right to access and utilize the Services only for the number of Website(s) and page views applicable to the subscription plan designated in the Order Form.

Subscriber shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify TIME Sites promptly of any such unauthorized access or use.

TIME Sites’s EULA excludes any Cloud Integration Services incorporated by Subscriber in connection with Subscriber’s access and use of the Services. Subscriber’s license to integrate such Cloud Integration Services is subject to the terms and conditions imposed by each third party service selected by Subscriber.

Subscriber shall pay to TIME Sites the Subscription and other service fees as specified in the Order Form. Payment of all fees shall be due as specified in the Order Form pursuant to the payment terms and method selected in the applicable Order Form.

TIME Sites may suspend or terminate services for payments that are more than thirty (30) days past due. Past due payments will accrue interest at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.

Subscriber is responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized and other taxes imposed on the purchase or use of the Subscription Services. To the extent TIME Sites is required to collect such taxes, the applicable tax will be added to Customer’s billing account.

The term of this Agreement will commence on the Effective Date and shall continue for the periodic Subscription Term identified in the applicable Order Form, and any renewal thereof (“Subscription Term”), unless earlier terminated pursuant to the terms of this Agreement.

Except as otherwise specified in the Order Form, Services will automatically renew for subsequent periodic terms equal to the expiring Subscription Term, unless either Party provides written notice of non-renewal at least sixty (60) days​ before the end of the applicable Subscription term. ​ The fees for the automatic renewal term will be the same as that during the immediately prior term (exclusive of initial discounts or fees for optional upgrades, additional products, licenses or integrations over and above the base Services rate) unless TIME Sites provides prior written notice of a fee increase at least ninety (90) days​ before the end of the applicable Term.

In utilizing the Services, TIME Sites may have access to Subscriber’s confidential and proprietary Content (“Confidential Information”). To the extent such Confidential Information is disclosed to TIME Sites:

TIME Sites shall not disclose any Confidential Information to any third party for any reason without Subscriber’s prior written consent, other than its employees or agents who have a need to know about such information in order to provide the Services.

In the event TIME Sites is requested or required by legal process to disclose any of the Confidential Information, TIME Sites shall give Subscriber prompt notice so that Subscriber may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, TIME Sites shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with the owner of such Confidential Information to minimize the extent and effect.

By Subscriber:​ Subscriber represents and warrants that

• Proprietary Rights:​ Subscriber has all right, title, interest, and authority to upload, submit and integrate the Properties, including the right to publish and distribute by electronic and digital means; and
• Non-Infringing:​​ The Properties do not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance or regulation.

By TIME Sites:​ TIME Sites represents and warrants that

• Platform Rights:​ TIME Sites has all right, title, interest, and authority to provide the Platform and allow its use by Subscriber; and
• Non-Infringing:​ The Platform does not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance or regulation

By Both Parties:​ Each Party represents and warrants that

• Good Standing:​ Each Party is a business duly incorporated and in good standing under the laws of its state of incorporation.
• Corporate Authority:​ Each Party has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
• Compliance with Applicable Laws:​​ Each Party shall comply with all federal or state laws or regulations applicable to the performance of its obligations under this Agreement.

This Agreement shall automatically terminate upon the bankruptcy or insolvency of either Party.

Either Party may terminate this Agreement if the other Party breaches any material provisions of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

During the thirty (30) day period following termination or expiration of the Subscription Term, TIME Sites will, upon Subscriber Request, grant Subscriber access to the Services for the sole purpose of permitting Subscriber to retrieve Subscriber Content. After expiration of the thirty (30) day period, TIME Sites shall, without liability or obligation of further notice to Subscriber, delete Subscriber’s Account and Subscriber Content.

TIME Sites agrees to defend Subscriber and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the "Subscriber Indemnified Parties") and to pay (1) any damages award issued by a court of competent jurisdiction against the Subscriber Indemnified Parties, and (2) direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of Subscriber Indemnified Parties) arising out of or relating to a third party claim that the Services infringe another person's U.S. patent, copyright, trade secret or trademark. TIME Sites will not have liability, and Subscriber will defend TIME Sites and pay any damages awarded against the TIME Sites Indemnified Parties and direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of the TIME Sites Indemnified Parties), to the extent the claimed infringement is based on or results in any material part from (i) any use by Subscriber of the Platform, Services and/or Content other than in accordance with TIME Sites's published instructions, (ii) any unauthorized modification or alteration of the Platform, Services or Content by Subscriber, (iii) any combination or use of the Platform, Services and/or Content by Subscriber with any other product or system or technologies not supplied by TIME Sites, (iv) TIME Sites's compliance with Subscriber's design or specifications, (v) Subscriber's use of any Cloud Integration Services, and/or (vi) any refusal by Subscriber to accept or use suitable modified or replacement Platform, Services and/or Content provided by TIME Sites to avoid infringement.

Subscriber agrees to defend TIME Sites and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the "TIME Sites Indemnified Parties") and to pay (1) any damages award issued by a court of competent jurisdiction against the TIME Sites Indemnified Parties, and (2) direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of the TIME Sites Indemnified Parties) arising out of or relating to a third party claim that Subscriber's Content infringes another person's U.S. patent, copyright, trade secret or trademark. Subscriber will not have liability for, and TIME Sites will defend the Subscriber Indemnified Parties against, and pay any damages awarded against the Subscriber Indemnified Parties and direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits or other consequential economic damages of the TIME Sites Indemnified Parties) to the extent the claimed infringement is based on or results in any material part from any Content supplied by TIME Sites.

TIME Sites will not be liable or responsible for any delays in providing the Services, or for failing to provide the Services, as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, denial of service attacks, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, war or acts of Godv.

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The Parties consent to the jurisdiction of the State of California, and venue in the County of San Francisco, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.

Neither Party shall assign any of the rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not unreasonably be withheld. However, consent is not required for an assignment of this Agreement in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning Party’s business.

This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.

Headings are for reference purposes only and do not limit the scope or extent of such section.

All notices required or permitted to be given under this Agreement will be in writing and delivered to TIME USA, LLC at: TIME USA LLC, 1095 Sixth Avenue, New York, NY 10036, United States​ and Subscriber at the billing address on the Order Form or as otherwise specified in writing by Subscriber.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

This TSP Service Level Agreement (“SLA”) details the service level targets associated with the TIME Sites Platform (“TSP”). As of the Effective Date, the TSP is hosted on Amazon Web Services (“AWS”). The SLA applies only to the systems environment within AWS’s data center facilities (or any alternative data center facilities) which are operated for the benefit of the TSP.

This CCPA Data Processing Addendum (“Addendum”) forms a part of the TIME Sites Master Subscription Services Agreement by and between TIME Sites and Subscriber (the “Agreement”). The parties enter into this written amendment to the Agreement pursuant to the requirements of the California Consumer Privacy Act, California Civil Code Section 1798.100 et seq.,​ ​ (“CCPA”) as it pertains to TIME Sites’s processing of Personal Information of California residents and agree as follows:

For purposes of this Addendum, the following terms shall be defined pursuant to CCPA Section 1798.140 as follows:

Means a natural person who is a California resident, as defined in Section 17014 of Title 18 of the California Code of Regulations, as that section read on September 1, 2017, however identified, including by any unique identifier.

Means the process to remove, obliterate, destroy or erase all written, electronic or other forms of information such that it cannot be retrieved in any fashion.

Means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household and shall include, but is not limited to the examples of personal information identified in Cal. Civ. Code Section 1798.140(o) of the California Consumer Privacy Act.

Means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal Information by the business to another business or a third party for monetary or other valuable consideration.