285 Hamilton Ave., Suite 400 Palo Alto, CA 94301
[Insert Network Creator Name and Address] (“Network Creator”) Name:
_____________________
Address:
_____________________ _____________________
Email:
_____________________
[Insert Network Name] (“Social Network”) _______________________________ Re: Export of Social Network Content upon termination of Ning service Dear Network Creator, This letter agreement (“Letter Agreement”) sets forth certain details governing the export of Social Network Content upon a termination of the Ning service by Network Creator. This Letter Agreement is governed by the Ning Terms of Service and Ning Privacy Policy, and related terms and conditions, each of which may be amended from time to time (“Ning Terms”). Capitalized terms used herein shall have the same meaning as those used in the Ning Terms. Ning and Network Creator hereby agree that: 1)
In connection with the termination of the Ning service by Network Creator, Ning will export the Content associated with the Social Network so long as Network Creator has obtained the appropriate rights and licenses from the Members of the Social Network enabling Ning to export and transfer such Content (“Transferred Data”). Transferred Data shall include all data that Network Creator would need to move the Social Network to another platform, including, but not limited to user names, member profile data and user-generated content. It is understood that passwords and log files will not be transferred to Network Creator. Ning will provide Network Creator with the Transferred Data within thirty (30) days of execution of this Letter Agreement and the termination of the Ning service by Network Creator. The Transferred Data will be provided in a commonly used file or database format as Ning deems appropriate. Network Creator hereby grants to Ning the right to provide such Transferred Data to Network Creator. Additionally, Network Creator represents and warrants that (i) Network Creator has the right to grant the above license to Ning; (ii) Network Creator has obtained all necessary rights and licenses from Members of the Social Network in the Transferred Data to grant such rights to Ning; (iii) the license grant from Members of the Social Network to Network Creator set forth in the Social Network terms and conditions posted on the Social Network will continue to remain in full force and effect prior to Ning exporting any Transferred Data (“Transfer License”). An example of a Transfer License is: “You specifically grant Network Creator a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any content that you post on or in connection with the Social Network. Pursuant to this grant, Network Creator may transfer or request that any and all content you post on or in connection with the Social Network be transferred from the Ning technology platform to any other technology platform(s) as selected by Network Creator in its absolute discretion.” Network Creator agrees and understands that Ning will not provide any Transferred Data if the Transfer License is not in effect at the time Network Creator makes a request for the Transferred Data. Network Creator agrees to indemnify, defend, and hold harmless Ning, and its subsidiaries and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to the transfer of any Content hereunder. [SIGNATURES FOLLOW]
Ning Confidential & Proprietary
January 20, 2010
Ning, Inc.
Network Creator
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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Ning Confidential & Proprietary
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January 20, 2010