This Agreement governs the limited use by Licensee and Permitted Users, for internal testing, evaluation and product development purposes, of the NewsCred Platform Authentication Key in order to access the NewsCred Platform API and the NewsCred Content contained therein. “NewsCred Platform Authentication Key” means the unique access key provided by NewsCred to Licensee for access to the NewsCred Platform API. “NewsCred Platform API” means the news syndication platform operated and maintained by NewsCred, which (i) is based on proprietary NewsCred technology comprised of software applications hosted on remote servers, (ii) is accessible via the internet, and (iii) is comprised of a mechanism for syndicating content by providing third party content purchasers access to purchased content. “NewsCred Content” means content made available by NewsCred to Licensee via the NewsCred Platform API. “Services” means the NewsCred Platform Authentication Key, the NewsCred Platform API and the NewsCred Content. “Permitted User” means each employee or contractor of Licensee, who has a legitimate reason to use the Services in the regular course of Licensee’s regular business and has permission to access the Services on a restricted basis using an assigned password or other security mechanism.
1. LICENSED SERVICES
1.1 NewsCred hereby grants to Licensee, for the term of this Agreement, on the terms and conditions set forth herein, a limited, non-exclusive, non-sublicensable, revocable right and license to use, and to permit Permitted Users to use, the NewsCred Platform Authentication Key in order to access the NewsCred Platform API and the NewsCred Content contained therein, for Licensee’s internal testing, evaluation and product development purposes. All rights not expressly granted to Licensee in this Agreement are reserved by NewsCred.
1.2 Licensee agrees that:
(a) It will not display or otherwise provide access to the Services to any party who is not a Permitted User;
(b) It will not in any way alter or modify the Services, including without limitation the NewsCred Content;
(c) It will not use the Services in contravention of any laws or regulations;
(d) It is responsible for obtaining and maintaining all required licences and consents to receive and use the Services;
(e) It shall use commercially reasonable efforts to protect the security of the Services from unauthorized access, modification or distribution. Without limiting the generality of the foregoing, Licensee shall ensure that any passwords used to access the Services are not shared and are kept confidential. In the event that Licensee becomes aware of any password being used by a person not authorized to access the Services, or becomes aware of any other breach of security, Licensee shall take prompt action to remedy such breach and promptly notify NewsCred thereof;
(f) It shall have Permitted Users complete any forms and/or consents NewsCred reasonably requires in order for NewsCred to comply with any statutory obligations relating to the usage, storage and transfer of such Permitted Users’ personal data by NewsCred as required in the course of NewsCred’s operations; and
(g) Within 24 hours of receipt of written notice from NewsCred, it will as specified in such notice, remove from its properties any NewsCred Content that NewsCred asks Licensee to remove.
1.3 Licensee agrees that it will not:
(a) Attempt to cloak or conceal its identity or its application's identity when requesting authorization to use the NewsCred Platform API.
(b) Cache or store any content obtained via use of the NewsCred Platform API other than for reasonable periods. Cache or store of content obtained via use of the NewsCred Platform API of more than 24 hours is not reasonable.
(c) Use the NewsCred Platform API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
(d) Use the NewsCred Platform API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, data protection legislation or rights of personality.
(e) Use the NewsCred Platform API in a manner that adversely impacts the stability of NewsCred’s servers or adversely impacts the behaviour of other applications using the NewsCred Platform API.
(f) Sell, assign, lease, sublicense, lend, redistribute, or proxy to a third party the Services or access thereto or derive revenues from the use or provision of the Services, whether for direct commercial or monetary gain or otherwise.
(g) Modify, cause or allow discovery of, publicly expose, or distribute the source code underlying the NewsCred Platform API, or disassemble, translate, reverse engineer, create derivative works of or de-compile the NewsCred Platform API.
1.4 Licensee agrees that it will not remove the single-pixel transparent image included at the end of each full-text article provided to Licensee as part of the NewsCred Content (the “Analytics Code”). NewsCred will use the Analytics Code to track the use of NewsCred Content and to measure interest in certain topics, but will not use the Analytics Code to capture any personal data relating to Licensee’s end users. While the data collected via the Analytics Code may be linked to Licensee, NewsCred and will not publish or disclose to any third party any such data that identifies Licensee.
1.5 Neither party shall make any public announcement regarding the existence or content of this Agreement, or use the name or any trademarks of the other party in any manner, without the other party’s prior written approval.
2. INTELLECTUAL PROPERTY
2.1 Licensee acknowledges and agrees that (i) as between NewsCred and Licensee, NewsCred owns all right, title and interest in the Services and NewsCred’s name and trademarks, whether now existing or which may subsequently come into existence (collectively, the “NewsCred Property”), (ii) nothing in this Agreement shall confer in Licensee any right of ownership in the NewsCred Property, (iii) Licensee shall not now or in the future contest the validity of NewsCred’s ownership in the NewsCred Property and (iv) any goodwill generated through Licensee’s use of the NewsCred name and trademarks will inure solely to NewsCred. No licenses are granted by NewsCred except for those expressly set forth in this Agreement.
3. CONFIDENTIALITY
3.1 The parties acknowledge that each of them may have access to confidential and proprietary information, in any form, whether written or oral, of a business, financial or technical nature, which is marked or otherwise indicated as being or is, or ought reasonably to be, known to be confidential (“Confidential Information”). Each party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose the Confidential Information without the prior written consent of the other party; provided, however, that either party may disclose to any other party any information which is: (i) already publicly known; (ii) discovered or created independently of any involvement with such party; or (iii) otherwise learned through legitimate means other than from such party.
4. DISCLAIMER OF WARRANTIES
4.1 NEWSCRED DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND NEWSCRED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABLILTIY, SECURITY AND/OR TITLE. LICENSEE’S USE OF THE SERVICES IS AT LICENSEE’S OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE’S COMPUTER SYSTEM OR LOSS OF DATA.
5. LIMITATION OF LIABILITY
5.1 NEWSCRED SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT NEWSCRED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. INDEMNITY
6.1 Licensee agrees, at its own expense, to defend or at its option to settle any claim or action brought against NewsCred to the extent that such claim or action is based on or arises from (i) the use of the Services or (ii) any alleged breach by Licensee of its representations, warranties, or covenants provided herein; and to indemnify NewsCred against any and all damages and costs, including legal fees, that a court awards against NewsCred under any such claim or action.
6.2 NewsCred will provide Licensee with (x) prompt written notice of any claim for indemnification under this Agreement (provided, however, that any failure to provide such notice shall not relieve Licensee of its indemnification obligations hereunder unless Licensee’s ability to defend such claim is actually prejudiced by such failure), (y) sole control and authority over the defense or settlement of such claim and (z) proper and full information and reasonable assistance to defend and/or settle any such claim. NewsCred shall have the right to participate fully, at its own expense, in the defense of an indemnified claim. Any compromise or settlement by Licensee of an indemnified claim shall require the prior written consent of NewsCred, such consent not to be unreasonably withheld or delayed. Licensee, in settling an indemnified claim, shall not make any admission of wrongdoing on behalf of NewsCred or impose any obligation on NewsCred without NewsCred’s prior written approval.
7. TERMINATION
7.1 This Agreement becomes effective on the date on which it is accepted by Licensee and shall remain in effect for a period of two (2) weeks thereafter, unless such term is extended by mutual written agreement of the parties.
7.2 NewsCred may immediately terminate this Agreement for any reason at its sole discretion, by giving written notice of such termination to Licensee.
8. MISCELLANEOUS
8.1 This Agreement shall be governed by the law of the State of New York. Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in New York, New York, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Licensee may not assign this Agreement without NewsCred’s written consent. This Agreement may be executed in two or more counterparts. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. This constitutes the entire agreement between the parties regarding the subject matter hereof. The relationship between the parties shall only be that of independent contractors. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.