Content License Terms and Conditions
This agreement governs Newstex’s use of your Content, as identified by the URLs below. The term “Content” refers to all material that you publish at the aforementioned URLs, including text, images, video, databases and other multimedia data, copyrighted or not, plus archives of such material maintained by you or Newstex. The term “Users” means any party that has been granted the rights described below, as well as customers of such Users. By agreeing to the terms and conditions of this Agreement, you are granting Newstex and Users, as appropriate, the right to:
- Use, market, aggregate, text and data mine, scrape, license, print and distribute the Content on a worldwide, non-exclusive basis in any way, including free trial promotions. For the avoidance of doubt, such license may be granted either by Newstex or by a third party who has been granted re-licensing rights by Newstex.
- Reformat, index, add keywords, abstracts or symbols, and convert the Content to standard electronic form.
- Use the name of your Content, its masthead, and trademarks in promotional materials, press releases and advertisements that identify content providers distributed and used by Newstex and its Users and otherwise in relation to licensed uses of your Content.
In addition, you are agreeing to:
- Provide your Content to Newstex per the specs below and give Newstex thirty days’ notice if you modify these specs.
- A continuous term, starting upon the final signature date of this Agreement, unless the agreement is breached or you or Newstex ceases operation. Notwithstanding the immediately-preceding sentence, either party may terminate this Agreement with 90 days written notice.
- Allow Newstex or Users to continue distributing the Content on a paid basis per the Content Fee terms below, to those Users already receiving it prior to any termination of the Agreement, through the sooner to end of their Newstex subscription or one year.
- Provide Newstex your Employer Identification Number (EIN) or Social Security Number (SSN) if your annual cash receipts from this arrangement exceed $600 in any calendar year (an IRS requirement that applies to U.S. residents and entities only).
- Not solicit any User to transact business in order to reduce or refrain from doing any business with Newstex during the term of the agreement and for a period of one (1) year immediately following the termination of the Agreement.
And you are warranting that:
- Your entry into this Agreement does not violate any agreement with a third party, you have the right to grant the rights purported to be granted in this Agreement and you are of the legal age required in your geographic jurisdiction to sign the Agreement.
- The Content and your trademarks do not infringe on any copyright, trademark, or other proprietary right of any third party and that the Content does not violate any right of confidentiality, moral, privacy, publicity, or other personal or proprietary right of any third party, nor contain any libelous, defamatory or maliciously false statements.
- And that you will indemnify and hold harmless Newstex and its Users from and against any third party claims, demands, losses, costs, expenses, liabilities, and damages, including legal fees and expenses, arising out of a breach by you of the two immediately-preceding warranties.
In consideration of the above, Newstex agrees that:
- Content Fee. You will earn a Content Fee based on multiplying the Content Provider Pool (defined below) by the ratio of the stories from your Content licensed by Newstex to the total number of stories from all of content sources licensed by Newstex during each month. Whenever the cumulative Content Fee owed to you exceeds $25, Newstex shall remit such amount to you in USD within ninety (90) days of the close of the month in which the cumulative amount earned by you exceeds the above threshold.
- Content Provider Pool. The term “Content Provider Pool” for any given Newstex product shall mean 30% of gross revenues that Newstex receives from licensing such product, less allowance for bad debt. Distribution, composition and pricing shall be at the sole discretion of Newstex.
In addition, Newstex warrants that:
- Its entry into this Agreement does not violate any agreement with a third party.
- This agreement does not transfer to Newstex any proprietary right, title, copyright or other intellectual property right in your Content, and that your Content and trademark(s) are your sole and exclusive property.
- Either party may terminate this Agreement upon a) material breach of its terms and conditions by the other party upon 30 days’ written notice of the alleged breach from the non-breaching party and absent a cure or resolution thereof within 15 days of such notice, or b) cessation of the Content itself upon 30 days’ written notice from you.
- Neither party shall:
- Be liable to the other for indirect, special, exemplary or consequential damages, including lost profits.
- Be liable for delays or failure caused by conditions beyond its control, including fire, flood, accident, storm, acts of war, riot, government interference, strikes or walkouts.
- Assign this agreement without your written consent, except that Newstex may assign this agreement if substantially all of its assets are assigned to a third party.
- This agreement shall be construed and governed by the laws of the State of New York.
- This agreement may only be modified in written form as approved by both parties.