Brand Syndication Service Agreement

Syndication Services. Client grants PowerReviews during the term of this Agreement a limited, non-exclusive, royalty-free, revocable, worldwide license to display content collected by or on behalf of Client (“Authorized Syndicated Content”) on PowerReviews’ retailers’ websites. “PowerReviews’ Retailers” shall mean retailers that sign up for syndication directly with PowerReviews and opt to receive Authorized Syndicated Content. PowerReviews’ retailers may only display the Authorized Syndicated Content on its websites and may not re-syndicate it, share it with any other party or use it for any other purpose. The client will make Authorized Syndicated Content available to PowerReviews through means such as a feed transmission or the PowerReviews API on terms to be mutually agreed upon in writing between the parties. Authorized Syndicated Content is owned by the Client and Client may revoke licenses in that content at-will.

Client Options. Client, at its own discretion, may inform PowerReviews that specific content not be syndicated to certain PowerReviews’ retailers. If at any time, Client chooses to disallow syndication to any specific PowerReviews’ retailer, such content will no longer be considered Authorized Syndicated Content.

Authenticity; Moderation; Reporting. PowerReviews may provide: (i) authenticity checks of Authorized Syndicated Content in accordance with PowerReviews’ Authenticity Guidelines; (ii) advanced fraud detection for Authorized Syndicated Content; and (iii) moderation of content. PowerReviews will provide Client syndication reporting. Any review that mentions the Client name or specific price for the product will be excluded from Authorized Syndicated Content.

Data. Client will (i) grant PowerReviews access to historical, current, and future user-generated content data (“Product Data”) and allow PowerReviews to collect or otherwise process Product Data and (ii) collect impression information which will be sent to PowerReviews (the “Impression Data” and, together with the Product Data, the “Data”). Client hereby grants PowerReviews a perpetual, non- exclusive, royalty-free, worldwide license to the Data solely (i) to utilize for the services provided herein (ii) to provide aggregated and anonymized (at the consumer level) reports and analytics to PowerReviews’ Retailers, (iii) for statistical and other analytical uses, (iv) for product and service research, development, provisioning, maintenance and improvement, and (v) in order to maintain, provide, and improve the syndication services.

Warranty. Client represents and warrants that it has any and all rights, consents and authorizations as may be necessary for PowerReviews to provide syndication services.

Fees. Any and all fees paid as part of this Agreement are non-refundable.

Term. This Agreement will continue as of the Effective Date and will continue for a term of one (1) year.

Restrictions. Product Data will be uploaded to the PowerReviews Retailers on a quarterly basis, four times per year.  Other restrictions may apply.  Please consult with if you have any questions regarding the scope of the syndication services.