This agreement (the "Agreement") governs the limited use by you, 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" or "Key" means the unique access key provided by NewsCred to you for access to the NewsCred Platform. "NewsCred Platform" means the content marketing and syndication platform operated and maintained by NewsCred, which ingests Content feeds via RSS, XML or another acceptable format to normalize, standardize, tag and analyze, in order to enable Client to select NewsCred Content grouped around feeds and topics via the NewsCred-hosted, browser-based editorial dashboard and/or programmatically access Content through the NewsCred Platform API and publish such NewsCred Content on the Approved Client Property. "NewsCred Control Panel" means the password-protected, front-end user interface within the NewsCred Platform. "NewsCred Content" means content made available by NewsCred to you via the NewsCred Platform. "Services" means the NewsCred Platform Authentication Key, the NewsCred Platform API and the NewsCred Content.
1. LICENSED SERVICES
1.1 NewsCred hereby grants to you, on the terms and conditions set forth herein, a limited, non-exclusive, non-assignable, non-sublicensable, revocable right and license to use the NewsCred Platform Authentication Key in order to access the NewsCred Platform API and the NewsCred Content contained therein, solely for your internal testing, evaluation and product development purposes. All rights not expressly granted to you in this Agreement are reserved by NewsCred.
1.2 Licensee agrees that:
(a) You shall not copy and/or distribute the NewsCred Platform Authentication Key, and anyone within your organization who uses such Key to access the Services shall, via a username and password, login to the NewsCred Control Panel to retrieve the Key;
(b) You will not display or otherwise provide access to the Services to any person outside of your organization;
(c) You will not in any way alter or modify the Services, including without limitation the NewsCred Content;
(d) You will not use the Services in contravention of any laws or regulations;
(e) You are responsible for obtaining and maintaining all required licenses and consents to receive and use the Services;
(f) You 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, you shall ensure that any passwords used to access the Services are not shared and are kept confidential. In the event that you become aware of any password being used by a person not authorized to access the Services, or become aware of any other breach of security, you shall take prompt action to remedy such breach and promptly notify NewsCred thereof; and
(g) Within 24 hours of receipt of written notice from NewsCred, you will remove from your properties any NewsCred Content that NewsCred asks you to remove.
1.3 You agree that you 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 NewsCred Content obtained via use of the NewsCred Platform API other than for reasonable periods, provided, 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 Services 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 behavior 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 or ;
(h) Create derivative works from any NewsCred Content.
1.4 You agree that you will not remove the single-pixel transparent image included at the end of each full-text article provided to you 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 your end users. While the data collected via the Analytics Code may be linked to you, NewsCred and will not publish or disclose to any third party any such data that identifies you.
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
You acknowledge and agree that (i) as between NewsCred and you, 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 you any right of ownership in the NewsCred Property, (iii) you shall not now or in the future contest the validity of NewsCred's ownership in the NewsCred Property and (iv) any goodwill generated through your 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.
3.1 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) is or becomes publicly known through no fault of the receiving party; (ii) discovered or created independently of any involvement with such party; (iii) learned through legitimate means other than from such party; or (iv) was known to the recipient before receipt from the discloser.
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. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
5. LIMITATION OF LIABILITY
5.1 NEWSCRED SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU 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.
6.1 You agree, at your own expense, to defend or at your 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) your use of the Services or (ii) any alleged breach by you of the 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 you 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 you of its indemnification obligations hereunder unless your 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 you of an indemnified claim shall require the prior written consent of NewsCred, such consent not to be unreasonably withheld or delayed. In settling an indemnified claim, you shall not make any admission of wrongdoing on behalf of NewsCred or impose any obligation on NewsCred without NewsCred's prior written approval.
7.1 This Agreement becomes effective on the date on which it is accepted by you and shall remain in effect for as long as you and/or individuals in your organization have access to the Key and/or the Services.
7.2 NewsCred may immediately terminate this Agreement for any reason at its sole discretion, by giving written notice of such termination to you.
8.1 This Agreement and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of New York, New York. 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. The relationship between the parties shall be that of independent contractors. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof.