[SCREAMINGMEDIA LOGO]
CONTENT LICENSE AGREEMENT
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This Licensee and the Schedules annexed hereto ("Agreement") is made this day of
February 13, 2001 ("Effective Date") between ScreamingMedia(TM) ("Company" or
"we") and Xxxxxxx.xxx ("Client" or "you"). We grant to you a limited,
non-exclusive license to use certain ScreamingMedia products and services as set
forth herein, including, but not limited to, customized news, photographs, video
images and information (hereinafter collectively referred to as our
"technology"). This license authorizes delivery of the Content to a single
domain/web site wherein you may display and make the Content accessible to end
users within your system for the purpose and in the manner set forth herein.
You may order additional Content or products for your system from time to time
through a supplemental purchase agreement that will reference this Agreement.
OUR OBLIGATIONS. We will use commercially reasonable efforts to fulfill each of
our obligations set forth in this Agreement. We warrant that ScreamingMedia
maintains and will continue to maintain the necessary licenses, rights and
powers to fulfill each of our obligations under this Agreement. For the term of
this Agreement, we grant to you a limited, non-exclusive and non-transferable
except as otherwise provided herein) license to use ScreamingMedia's technology
in order to receive, format and display the Content for the purposes and in the
manner set forth herein. In the unlikely event of an interruption to the
Content service, we will correct such interruption within a single business day
of receiving notification from you of any such interruption, unless such
interruption is cause by a force majeure as set forth herein. In addition, we
will defend you, indemnify you and hold you harmless from and against any and
all third-party claims or actions for copyright infringement, violation of any
other intellectual property laws or any other actions arising out of the
licenses granted herein or arising out of your use of our technology or the
Content for the purposes and in the manner set forth herein. The foregoing
indemnity shall not be applicable for any claim or action that arises from your
negligence or violation of this Agreement.
YOUR OBLIGATIONS. You will use commercially reasonable efforts to fulfill each
of your obligations set forth in this Agreement. You agree to sign and return
this Agreement with the applicable Schedules completed, within three (3) days
after the Effective Date. You will promptly notify us of any material error
that you detect in the Content and promptly implement corrections that we
provide to you. If your receipt of Content is delayed due to your actions, you
remain responsible for payments. You agree to keep confidential your user name
and password, to be responsible for all activity on your account and to prevent
all unauthorized use on your account.
TERM AND TERMINATION. The term of this Agreement shall commence on the
Effective Date and extend for twelve (12) months from the Billing Date as set
forth in the Billing Schedule ("Initial Term"). This Agreement shall
automatically renew for subsequent terms of twelve (12) months with a ten
percent (10%) price increase, unless we receive your written notice of
termination at least thirty (30) days prior to the end of the then current term.
If you terminate this Agreement as set forth herein, all unpaid fees for the
then current term must be paid on the cancellation date.
OWNERSHIP AND COPYRIGHT. You understand that our third-party content providers
("Content Providers") own the Content and license it to us for distribution to
you. You understand that we own our technology, Copyright law, trademark law
and other intellectual property rights protect the Content and our technology.
You may only display the Content to which you have subscribed, in the exact form
in which it is received (reasonable formatting changes are permitted). You must
always maintain the editorial integrity of the Content. You agree not to
display the Content in combination with information or images that would cause
the Content to become defamatory or obscene. You agree to display all copyright
notices, bylines, disclaimers, restrictions or other provider information
contained in the Content. You agree not to remove, conceal or eliminate any
copyright, proprietary notice, credit line or date line included in the Content.
You agree to use our technology and the Content only for the purpose and in the
manner set forth in this Agreement. You may not edit, alter, copy, license,
sell, resell, transfer, create derivative works from , make available,
disassemble, reverse engineer or otherwise redistribute the Content or our
technology except as permitted in this Agreement. Unless otherwise stated, you
are not hereby licensed to deliver the Content to your end users via wml, pql or
hdml protocol or to any wap, sms, Avant-Go channel, MP3, Palm or PDA device but
it is understood that your end users may access your system via wireless device.
You understand that you must be permissioned by each Content Provider to receive
their Content and the Company on your behalf shall seek such permission. All
photos and video images are for editorial purposes only ad not for any
commercial purpose such as product endorsement. You agree to use reasonable
efforts to prevent unauthorized copying or distribution of the Content or our
technology. Our Content Providers retain all rights, title and interest in the
Content. We retain all rights, title and interest in our technology.
USAGE. Unless otherwise specified on the Schedules annexed hereto, you may
display the Content within your system for up to thirty (30) days after we
deliver it to you, at which time your usage rights terminate and you shall
delete the Content from your system, including Internet, extranet, intranet
and/or database locations.
LIMITATION OF LIABILITY. The delivery of the Content is on an "as is" basis.
The Company and our Content Providers disclaim any and all warranties, including
but not limited to the implied warranties of fitness and merchantability for a
particular purpose relating to this Agreement, the service, the Content or
performance under this Agreement. Neither the Company nor our Content Providers
shall be liable for any indirect, incidental, special or consequential damages,
including lost profits, whether or not foreseeable, arising under or out of the
performance of this Agreement, whether or not the Company or our Content
Providers had any knowledge, actual or constructive, that such damages might be
incurred, whether based on breach of warranty, contract, negligence or strict
liability.
MISCELLANEOUS. Neither party shall be liable for any delay or failure to
perform under this Agreement if caused buy conditions beyond its control ("force
majeure") but no such even shall relieve you of your obligations to make
payments to ScreamingMedia unless an interruption in service persists for a
continuous 24 hour period wherein you will receive a pro rata credit for such
period of interruption. This Agreement and all claims arising out of this
Agreement are governed by the laws of the State of New York without regard to
principles of conflicts of laws. The parties agree to submit to the
jurisdiction of the United States District Court for the southern District of
New York in respect of litigation arising out of this Agreement, waiving all
defenses in respect of jurisdiction, forum and venue. We may use your name for
publicity purposes solely in connection with this Agreement. You may not assign
or transfer this Agreement without our prior written consent, which we will not
unreasonably withhold. All notices under this Agreement must be made in writing
and sent via first class mail, facsimile or e-mail to the address listed below.
CATEGORIES SELECTED
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National News
World News
Political News
Legal News
Market and Economy
Corporate News
Internet
Technology
Health News
Medical News
Major Sports
College and Other Sports
Lifestyles
For and about Women
Entertainment News
Celebrity News
Curiosities
Usage. You may display your News!Stand Content within your system for up to 48
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hours after we deliver it to you, at which time your usage rights terminate and
you shall delete your News!Stand Content from your system, including Internet,
extranet, intranet, and/or database locations. Hosted News!Stand is delivered
in an automated fashion via a piece of JavaScript code provided to you. No
other usage, display or archiving of News!Stand Content is permitted.
