Paved

a. Ad Network Creative. Publisher is responsible for the design of the Ad placement template, which design Publisher can change at any time, subject to Paved’s approval; provided, that all such final design(s) shall be approved by Paved, and Paved can modify such design(s) as needed without notice to Publisher. Advertisers are responsible to provide the creative (“Ad Network Creative”) that will be inserted into Publisher’s template. No copy, images, graphics, banner ads, links or process other than the Ad Network Creative may be used by Publisher in connection with the Ad Network Offering without first obtaining the prior express written permission of Paved in each instance. The Parties understand and agree that the applicable Advertiser is the sole owner of any and all intellectual property rights associated with the Ad Network Creative. For the Term (as defined below) of this Publisher Agreement only, Paved grants to Publisher on behalf of the applicable Advertiser a limited, revocable, non-transferable, non-exclusive, royalty-free license to use the Ad Network Creative solely and exclusively as necessary to provide the Ad Network Offering hereunder. Except as expressly set forth in this Section 2(a), nothing contained in this Publisher Agreement will grant to Publisher any right, title or interest in or to the Ad Network Creative.

b. Ad Network Creative Disclaimer. All Ad Network Creative shall be reviewed by Paved for compliance with Paved’s content policy. Notwithstanding the foregoing, Advertisers are solely responsible for the accuracy, completeness, appropriateness or usefulness of the Ad Network Creative, and any and all product claims made in connection therewith. Paved does not represent or warrant that the Ad Network Creative is accurate, complete or appropriate. Except as expressly set forth in this provision, Paved undertakes no responsibility to monitor or otherwise police the Ad Network Creative or other information provided by Advertisers. Publisher understands and agrees that Paved will not be responsible, under any circumstances, for the Ad Network Creative and Paved will incur no liabilities to Publisher in connection with the same.

c. Ad Network Newsletters. The Parties have agreed on the Newsletter approved for membership in the Ad Network, the name of which has been provided to Paved by Publisher. Additional Newsletters may be approved for membership in the Ad Network from time to time, but only upon prior written approval of Paved in each instance. To the extent Paved reasonably requests information about any Newsletter, Publisher agrees to provide such information to Paved, subject to Publisher’s standard privacy and confidentiality policies. Publisher’s placing of an Ad on any Newsletter that has not been approved in advance and in writing by Paved shall be deemed a material breach hereof by Publisher in accordance with Section 2(d)(v) below.

d. Ad Placement and Content.

i. Generally. Publisher shall publish the Ads in such a manner as to assure that they are fully and clearly visible to Newsletter subscribers (each, a “Subscriber”) and displayed in a similar manner as the ads of other advertisers included on the applicable Newsletter. Subject to the terms hereof, Publisher agrees to abide by the policies and practices followed and/or specified by Paved from time to time and communicated to Publisher in writing and in advance with respect to the Ad Network Offering, including all Ad placement and content restrictions followed or specified by Paved, in accordance with the highest industry standards, and in compliance with all applicable laws, rules, and regulations.

ii. Placement Requirements. Publisher shall be solely responsible for placing Ads on the Newsletter, which placement shall be subject to the terms and conditions of this Publisher Agreement.

iii. Run Dates and Unit Caps. Paved’s proprietary technology selects and displays the Ad(s) most likely to generate revenue based on, but not limited to, the subscriber, newsletter content and/or time of day. Publisher shall not save any such Ads for placement at another time, or create alternative Ads for placement on behalf of Paved or any Advertiser. Where an Advertiser has set a specified time period with exact start and end dates over which an Ad runs (a “Run Date”) and/or capped the “Units” it is purchasing (a Unit shall be equal to a Subscriber’s completion of a specific act requested by the specific Advertiser supplying the Ad, such as a click-thru), Publisher will comply with such restriction(s) and future Ads will not be placed by Publisher. If a Subscriber is directly compensated or rewarded by Publisher for completing any such required action, such action is not considered a Unit. Publisher shall not be entitled to compensation for Ads run in violation of the foregoing restrictions.

iv. No Modifications to Ads, Paved IP. Publisher shall not alter, copy, modify, take, sell, add to, detract from, re-use, and/or divulge in any manner any Ad, intellectual property (including without limitation in connection with the Ad Network Offering) or other computer code, materials and/or information provided by Paved for use by Publisher (collectively, “Paved IP”) without Paved’s prior written consent in each instance (other than as may be required to fulfill Publisher’s obligations hereunder). Publisher also may not: (i) copy Ads provided by the Paved and display them on any media other than a Newsletter; or (ii) redirect traffic to an unapproved Newsletter and/or any other media and/or any unauthorized Ads.

v. Regulation of Certain Conduct. Paved may, in its sole good faith discretion, refuse to accept any Newsletter if: (i) the Newsletter does not comply with the requirements under this Publisher Agreement; (ii) it believes in good faith that the Newsletter violates any Applicable Law; and/or (iii) it believes in good faith that the Newsletter does not comply with reasonable moral standards promulgated by Paved and/or society in general. Without limitation on the foregoing, the following will not be accepted by Paved: (aa) information deemed detrimental to Paved and/or any individual or entity; (bb) information deemed abusive, profane, incendiary, defamatory, and/or harassing; (cc) any materials or information taking the form of, or linking to, a "chain letter," or pornographic or obscene movies or graphic images; or (dd) excessive hotlinks. Upon notice from Paved, Publisher shall immediately and permanently remove such Newsletters. Publisher acknowledges and agrees that it is solely responsible for the method of dissemination of the Ads (subject to the terms of this Publisher Agreement), and that Paved will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher.

e. Ad Network Payments and Tracking.

i. Fees. Subject to this Section 2(e) and the terms and conditions of this Publisher Agreement, Paved shall pay Publisher, in accordance with Section 4 hereunder, for valid clicks, impressions, or other valid events performed in connection with the display of Ads on Publisher’s Newsletter(s) (“Ad Network Payments”). Ad Network Payments shall be calculated based on the applicable rate for such Campaign(s), out of the amount received by Paved from the applicable Advertiser minus the costs to cover the enabling of such Ads. Paved shall have no obligation to make Ad Network Payments unless and until Paved determines that Publisher’s Newsletter(s) have remained in compliance with this Publisher Agreement for the entirety of the period for which payment is made and through to the date that the payment is issued.

ii. Tracking. Paved uses an advanced technology when tracking clicks on Ads. Paved has sole responsibility for determining clicks on Ads, and such determination(s) shall be final and binding on the Parties.

f. Other Publisher Requirements.

i. Fraud and Promotional Abuse. Publisher agrees to not engage in fraudulent behavior or promotional abuse to manipulate or inflate Ad Network Payment results (including, but not limited to click-spamming, non-human or bot traffic, malvertising-related activities, click injections, or other instances of fraud). Publisher agrees that should Paved, in its sole discretion, find such behavior or promotional abuse, Paved has no obligation to pay Publisher any Ad Network Payments that Paved deems to have been earned by such actions and has the right to immediately terminate this Publisher Agreement. If it is determined, in Paved’s sole discretion, that Publisher’s actions covered by this Section 2(f)(i) have caused Paved to incur additional hosting or other costs, Paved shall have the right to charge Publisher for those costs, and Publisher agrees that Publisher is responsible for such costs.

ii. Email Policies, Spam, and Blacklisting. Any and all costs and/or fees charged to Publisher by its Internet Service Provider(s) related to responding to and/or managing allegations of “spam” or any other unauthorized usage complaints received from Publisher email recipients, regulatory agencies or otherwise shall be borne exclusively by Publisher. Publisher shall: (a) respond to all such complaints within three (3) business days after Publisher becomes aware of the subject complaint(s); and (b) provide Paved with a copy of every complaint, immediately, upon Publisher’s receipt thereof. Publisher is solely responsible for all consumer complaints in connection with the Ads. If, at any time, Publisher is identified on an industry Blacklist (as defined below) as a result of actions attributable to Publisher, then Publisher shall have no more than twenty-four (24) hours from the receipt of Blacklist notification in order to remedy the situation. If, after the expiration of the allotted twenty-four (24) hours, Publisher has been unable or unwilling to obtain satisfactory resolution (as reasonably determined by Paved), then Paved may terminate this Publisher Agreement immediately for Publisher’s material breach. For purposes of this Publisher Agreement, “Blacklist” means any and all industry lists of individuals or entities identified as disseminators of spam. Publisher agrees that it is responsible for ensuring that Publisher email does not generate spam complaints in excess of industry norms, as determined by Paved. Publisher agrees that Paved’s determination whether Publisher’s number of spam complaints is within industry norms shall be final, binding and conclusive for all purposes under this Publisher Agreement. If Paved determines that Publisher’s number of spam complaints is in excess of industry norms, Paved reserves the right to immediately terminate this Publisher Agreement upon notice.

iii. Email Hashing. In order to implement Paved HTML tags, Publisher shall populate each such tag with an email address and/or a hash of the Subscriber's email address (in a format specified by Paved). Paved shall not sell or otherwise distribute the hash, and Paved agrees that the hash shall be used solely for providing the Ad Network Offering under this Publisher Agreement.

iv. Seeding. For all newsletters containing Paved HTML tags, Paved shall provide Publisher with the applicable email address which Publisher shall add to all such newsletter mailing lists. In addition to any other seeding requirements, Publisher shall include the unique email address as provided to Publisher by Paved during technical integration, or any other such email address as Paved may designate from time to time upon notice to Publisher, in all newsletters sent under this Agreement. Publisher acknowledges that this email requirement is mandatory for all newsletter distributions sent under this Agreement, and failure to include the designated email address shall constitute a material breach of this Agreement. Upon any breach of this Section 2(f)(iv), Paved may terminate this Agreement immediately upon notice to Publisher.

v. CNames. Paved supports and recommends that Publisher use its own subdomain when serving Ads with the Paved Ad Network. If Publisher elects to use its own subdomain hereunder, Publisher acknowledges and agrees that any changes Publisher makes to such subdomain may cause Ad serving to stop, and that Paved has no liability for any such interruption or the results thereof with respect to Ad Network Payments or otherwise. If Publisher does not wish to use its own subdomain hereunder, then upon notice to Paved of such election, Paved shall provide Publisher a shared domain for Publisher’s use hereunder; provided, that Publisher acknowledges and agrees that the use of such shared domain may reduce the overall deliverability of emails.

a. Marketplace Creative. Paved shall provide Publisher with access (either through the Platform or as otherwise determined by Paved) to certain Advertiser-provided marketing creative, including copy, images, graphics, banner ads and links, to be used in connection with the Marketplace Offering ("Marketplace Creative"). When an Advertiser selects to run a Campaign with a Publisher via the Marketplace Offering, Publisher may include Marketplace Creative from that Advertiser in Publisher Email either as an ad placement or as a dedicated email on behalf of that Advertiser, or may include Marketplace Creative within blog posts or promotions on Publisher's website based on the Campaign type. All email disseminated by Publisher pursuant to this Publisher Agreement (“Publisher Email”) must be transmitted to email addresses contained within the Publisher Subscriber List. No copy, images, graphics, banner ads, links or process other than the Marketplace Creative may be used by Publisher in connection with the Marketplace Offering without first obtaining the prior express written permission of Paved in each instance. If Publisher makes any edits to the Marketplace Creative submitted by the Advertiser (including, but not limited to, changing the copy, cropping images, or altering the Marketplace Creative to be more suitable for the Publisher audience in any way), Publisher must submit the revised Marketplace Creative to Paved and the Advertiser for final approval before using that Marketplace Creative in a Campaign. Prior to publication, Publisher must either show a mockup of the Marketplace Creative to be published to Advertiser via the Marketplace Offering, or confirm the mockup generated by Paved matches what the Publisher will send. In the event Publisher fails to do so and Advertiser objects to the Marketplace Creative, then Advertiser shall only be required to pay fifty percent (50%) of the applicable fee for that Campaign, and Publisher shall only be entitled to fifty percent (50%) of the applicable revenue. In the event Publisher fails to do so more than once and Advertiser objects to Marketplace Creative, then the Advertiser shall not owe any payment to Paved and Publisher will not be paid for the Campaign. Without limiting the foregoing, if the Advertiser is purchasing a dedicated email campaign, the applicable Advertiser shall have final approval on the creation of the "subject line" used in connection with the dedicated email from Publisher sent hereunder. The parties understand and agree that the applicable Advertiser is the sole owner of any and all intellectual property rights associated with the Marketplace Creative. For the Term (as defined below) of the Publisher Agreement only, Paved grants to Publisher on behalf of the applicable Advertiser a limited, revocable, non-transferable, non-exclusive, royalty-free license to use the Marketplace Creative solely and exclusively as necessary to provide the Marketplace Offering hereunder. Except as expressly set forth in this Section 3(a), nothing contained in the Publisher Agreement will grant to Publisher any right, title or interest in or to the Marketplace Creative.

b. Marketplace Creative Disclaimer. Advertisers are solely responsible for the accuracy, completeness, appropriateness or usefulness of the Marketplace Creative, and any and all product claims made in connection therewith. Paved does not represent or warrant that the Marketplace Creative is accurate, complete or appropriate. Paved undertakes no responsibility to monitor or otherwise police the Marketplace Creative or other information provided by Advertisers. Publisher understands and agrees that Paved will not be responsible, under any circumstances, for the Marketplace Creative and Paved will incur no liabilities to Publisher in connection with same.

c. Marketplace Cancellation. Paved or the applicable Advertiser shall have the right to cancel or reschedule a Campaign provided that Publisher is provided notice at least seven (7) days prior to the Campaign start date. In the event that Paved or the applicable Advertiser desires to cease the use of any Marketplace Creative in an active Campaign (including any portion of such Marketplace Creative), Publisher shall cease the distribution and use of same in connection with the Publisher Email no more than forty-eight (48) hours following Paved’s written request.

d. Marketplace Payments and Tracking.

i. Payment. Paved shall pay Publisher the amount earned based on the applicable fixed fee rate for each active Campaign out of the amount received by Paved from the applicable Advertiser, less the Platform fee displayed in the Platform when Campaigns are requested ("Campaign Revenue"), in accordance with Section 4 hereunder.

ii. Tracking and Campaign Performance. Unless otherwise approved in writing by Paved, Campaigns must include, in unaltered form, a unique tracking code provided by Paved to Publisher ("Tracking Codes"). The performance of Campaigns shall be determined based on Paved’s tracking and reporting, which determination shall be final and binding upon the parties. If unique clicks for any Campaign (as measured by Paved’s tracking and reporting) are thirty percent (30%) or more below what the Publisher stated in the Profile Page, the Publisher will need to work with Paved to offer a single makegood to the applicable Advertiser(s). If unique clicks for any Campaign are fifty percent (50%) or more below what the Publisher stated in the Profile Page, Paved reserves the right to credit the Advertiser for the Campaign and will not be obligated to pay the Publisher any Campaign Revenue for the applicable Campaign.

e. Other Publisher Requirements.

i. Profile Page. Publisher may create a Profile Page on the Platform to promote its Subscriber List and email newsletters to prospective Advertisers using the Platform. The Platform will guide Publisher in the creation of this Profile Page, which will include Publisher’s logo and/or trademarks. Creation of the Profile Page authorizes Paved to use Publisher’s name, logo and trademark on the Platform, Paved’s website, and in marketing materials. Once completed the Profile Page is part of the Platform and can be maintained or removed by Paved at its sole discretion after the Publisher has left the Platform for any reason or this Publisher Agreement is terminated.

ii. Subscriber List Statistics and Campaign Performance. Publisher agrees to share Publisher Subscriber List statistics and email campaign performance with Paved, including but not limited to subscriber count, opens, clicks, open rates, click-through rates, and prior campaign performance. Publisher certifies that its subscriber count(s) are accurate and exclude any email addresses which have previously bounced or unsubscribed, or any email addresses where the Publisher has been unable to deliver an email to the subscriber. Publisher also certifies that performance and engagement statistics (subscriber count, opens, clicks, open rates or click-through rates) provided to Paved are accurate at the time of reporting. In addition, Publisher agrees to maintain or increase the current level of email campaign performance listed on its Profile Page, and in doing so, is specifically representing that Publisher does not expect a material decrease in the size of its Publisher Subscriber List or performance of its Campaigns.

iii. Proof of Campaign Delivery. Publisher must, within two (2) business days of the Campaign run date listed within the Platform or on a Campaign insertion order, provide confirmation to Paved, either electronically or in writing, stating whether the components of the Campaign have been delivered. Publisher also must, within two (2) business days of the Campaign run date, provide a screenshot to Paved showing delivery confirmation from Publisher’s email service provider and either a screenshot or an email copy of the newsletter as proof of send. The email service provider screenshot must include the number of emails sent, number of spam complaints, number of bounces, number of unique opens, and number of ad clicks.

iv. Fraud and Promotional Abuse. Publisher agrees to not engage in fraudulent behavior or promotional abuse to manipulate or inflate Campaign results (including, but not limited to click-spamming, non-human or bot traffic, malvertising-related activities, click injections, or other instances of fraud). Publisher agrees that should Paved, in its sole discretion, find such behavior or promotional abuse, Paved has no obligation to pay Publisher any Campaign Revenue that Paved deems to be earned by such behavior and has the right to immediately terminate this Publisher Agreement. If it is determined, in Paved’s sole discretion, that Publisher’s actions covered by this Section 3(e)(iv) have caused Paved to incur additional hosting or other costs, Paved shall have the right to charge Publisher for those costs, and Publisher agrees that they are responsible for such costs.

v. Email Policies, Spam, and Blacklisting. Any and all costs and/or fees charged to Publisher by its Internet Service Provider(s) related to responding to and/or managing allegations of "spam" or any other unauthorized usage complaints received from Publisher Email recipients, regulatory agencies or otherwise shall be borne exclusively by Publisher. Publisher shall: (a) respond to all complaints in connection with the Campaigns within three (3) business days after Publisher becomes aware of the subject complaint(s); and (b) provide Paved with a copy of every complaint, immediately, upon Publisher’s receipt thereof. Publisher is solely responsible for all consumer complaints in connection with the Campaigns. If, at any time, Publisher is identified on an industry Blacklist (as defined below) as a result of actions attributable to Publisher, then Publisher shall have no more than twenty-four (24) hours from the receipt of Blacklist notification in order to remedy the situation. If, after the expiration of the allotted twenty-four (24) hours, Publisher has been unable or unwilling to obtain satisfactory resolution (as reasonably determined by Paved), then Paved may terminate the Publisher Agreement immediately for Publisher’s material breach. For purposes of the Publisher Agreement, "Blacklist" means any and all industry lists of individuals or entities identified as disseminators of spam. Publisher agrees that it is responsible for ensuring that Publisher Email does not generate spam complaints in excess of industry norms, as determined by Paved. Publisher agrees that Paved’s determination whether Publisher’s number of spam complaints is within industry norms shall be final, binding and conclusive for all purposes under the Publisher Agreement. If Paved determines that Publisher’s number of spam complaints is in excess of industry norms, Paved reserves the right to immediately terminate the Publisher Agreement upon notice.

vi. Suppression Lists. Suppression lists are lists of email addresses that cannot receive commercial communication or emails for any reason, including but not limited to, unsubscribe requests or requests to opt out of third party communications in the case of dedicated email, and may be generated by Paved, by the applicable Advertiser, or by Publisher, all of which are collectively referred to herein as "Suppression List". With respect to any Suppression List provided by Paved to Publisher (at Paved’s sole discretion or by Advertiser request), Publisher shall: (a) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of the Publisher Agreement; (b) use such Suppression List to remove any and all email addresses contained therein from the receipt of the applicable Campaign(s); (c) not retain a copy of any Suppression List following termination of the Publisher Agreement; (d) not use any Suppression List for purposes of email appending in any manner whatsoever; (e) hold any Suppression List made available by Paved and any applicable Advertiser(s) in trust and confidence; and (f) not disclose any Suppression List made available by Paved to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of the Publisher Agreement. Publisher further agrees and acknowledges that: (i) it has downloaded and removed the domains located on the Federal Communications Commission’s wireless domain names list (https://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in mailings hereunder; and (ii) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any mailings hereunder. With respect to any Suppression Lists generated by Publisher, Publisher agrees to follow all applicable laws when generating or using the suppression list, as well as any other obligations set forth herein.

a. General. Paved shall make Payments to Publisher within sixty (60) days after the end of each applicable calendar month in which such Payments were earned. In no circumstance will Paved be obligated to make Payments to Publisher unless and until the aggregate amount of the Payments due and payable to Publisher exceeds one thousand ($1,000) dollars (the “Minimum Threshold”). Any Payments due and payable to Publisher below the Minimum Threshold shall carry over to successive calendar months until the Minimum Threshold has been reached. If the Minimum Threshold is never reached, then Paved shall make Payments to Publisher upon the expiration or termination of this Publisher Agreement. All amounts hereunder shall be paid in U.S. Dollars. Paved will pay Publisher using the payment method specified by Publisher within the Platform. Paved shall have no obligation to pay Publisher any prospective Payments for which Paved does not receive the corresponding revenue from the applicable Advertiser. Publisher acknowledges and agrees that all Payments are contingent upon and subject to Paved's actual receipt of payment from Advertisers, and Paved's payment obligations to Publisher are sequential to and dependent upon Advertiser payments to Paved. In no event shall Paved be required to advance payments to Publisher prior to receiving corresponding payments from Advertisers. Paved may recoup Payments paid to Publisher for any refunds issued by Paved to an Advertiser by deducting such Payments from Publisher’s account. Paved shall have no obligation to pay Publisher for any Payments that were generated as a result of Publisher’s breach of this Publisher Agreement.

b. Disputes. Any dispute regarding Payments under this Publisher Agreement shall be submitted to Paved in writing within sixty (60) days of such payment or it shall be deemed waived. To ensure timely payment, Publisher shall notify Paved at payouts@paved.com of any changes to its account information, including, without limitation, change of address, phone or email address.

c. Taxes. Paved shall be responsible for collecting any applicable sales, use, value-added, gross receipts, goods and services, or other similar tax (“Transaction Taxes”) levied by or due to any duly authorized governmental tax authority on the sale of advertising to Advertisers hereunder and remitting such Transaction Taxes to the appropriate governmental tax authority, and Paved shall defend, indemnify, and hold harmless Publisher from any liability as a result of Paved’s failure to do so. No taxes shall be deducted from Payments due and owing to Publisher hereunder. Each Party is responsible for any taxes based on its net income or gross receipts. Neither Party assumes responsibility for paying any income tax due by the other Party on its share of Payments. If Publisher resides in the United States, then Publisher shall provide Paved with a valid IRS Form W-9 with its Federal Employee Identification Number and any other reasonable information required for tax reporting purposes. Paved expressly agrees that any such information shall be used for tax reporting purposes only, and no other purpose.

a. Licenses. Subject to Publisher being in compliance with this Publisher Agreement, Paved hereby grants to Publisher a non-exclusive, non-transferable, limited, revocable license to use, execute, and display the Paved IP solely for the purpose of performing Publisher’s obligations hereunder and exactly as authorized by Paved. The license granted under this Publisher Agreement only grants to Publisher the right to use, execute, and display the Paved IP while this Publisher Agreement and such license are in effect. Except as expressly provided in this Publisher Agreement, Paved reserves to itself all rights in and to the Paved IP and materials licensed under this Publisher Agreement and/or created or generated by Paved, and Paved may exercise such rights at any time and in any manner that it may deem appropriate. Without limiting any prohibition provided herein, Publisher hereby assigns to Paved all of its right, title, and interest in and to any and all derivative works of the Paved IP created or generated by Publisher under this Publisher Agreement, and Publisher agrees that all data, reports, and derivative works generated through the Platform or Services, regardless of any pre-existing Publisher materials, shall be the sole and exclusive property of Paved or its Advertisers, as applicable.

b. Intellectual Property and Data. Each Party shall continue to own and retain all right, title, and interest in its trade names, logos, trademarks, service marks, trade dress, domain names, copyrights, patents, trade secrets, know-how and proprietary technology, and shall make no distribution, sale, or publication of the foregoing without the other Party’s prior, written consent in each instance (other than as may be required hereunder). Publisher acknowledges and agrees that, subject to the terms hereof, any data provided by Subscribers (including, but not limited to, personally identifiable information) in response to an Ad, as well as any information, reports, and results created by or on behalf of Paved from such data, is the sole and exclusive property of Advertiser and/or Paved and is considered Confidential Information (as defined herein) pursuant to this Publisher Agreement. Paved and/or its Advertisers shall have the right to market and re market any such data (subject to all applicable laws) without further obligation to Publisher other than as may be specifically set forth herein. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third-party (other than as permitted or required hereunder).