THE NEW YORK TIMES SYNDICATION SALES CORPORATION (the “Licensor”)
bst365体育投注网址大全The Content shall consist of the Items identified in writing in the Confirmation of Rights Acquired email sent to you (the “Customer”). Customer has no rights to material in The New York Times, or in publications or services from which other material is drawn, except as granted herein. Licensor reserves all other rights to the Content, including but not limited to publishing in any language.
2. Restrictions on Use and Credits.
(a) The Content posted on Customer’s website or mobile/tablet applications shall not in any way be separately identified as The New York Times or any other trademark of The New York Times, except as it relates to copyright notices, nor shall there be any forum, area or product substantially composed of New York Times material;
(b) Customer’s rights to the Content are limited to one-time, non-exclusive, editorial use in print and online. Any photos and graphics included in the Content shall not be made available larger than (640 x 480 pixels with the maximum of a 256-color palette);
(c) Customer is not permitted to archive the Content except as originally published on Customer’s website and/or mobile/tablet applications or in Customer’s print publication. Customer shall not allow search engines to index the Content or make it accessible apart from Customer’s originally published format;
(d) Customer shall not edit the Content so as to distort the substance of the Content;
(e) Customer is prohibited from posting any Content or subset of Content on social media sites, such as Facebook, Tumblr, Twitter, LinkedIn, Pinterest, Instagram, Snapchat, Google+ or others now in existence or further developed.
bst365体育投注网址大全(f) Customer may not make any use of the Content beyond its one-time publication.
3. Release Dates and Instructions.
bst365体育投注网址大全The Customer will adhere to all corrections, release dates and other instructions from Licensor that pertain to use of any portion of Content. In the event there are elements of the Content that are not available for use, Licensor will advise what material is available to Customer. Customer may use only material that is listed as available by Licensor. If Licensor notifies Customer to “kill”, “eliminate” or “withhold” Content that has been distributed electronically, Customer will, with all reasonable dispatch after notification, purge it and promptly notify its users of the changed status of the material.
(a) Licensor represents and warrants that: (i) that Licensor solely and exclusively owns and/or controls the Rights and no other rights, permissions or licenses are needed from any third parties in order for Customer to fully exploit the License in accordance with the terms of this Agreement; (ii) The Content will be free of any plagiarized matter, libelous matter or obscene matter; and, (iii) that no residuals, re-use fees or compensation of any kind are required to be paid to anyone in connection with Customer's use of the rights as provided for herein. Licensor hereby agrees to indemnify, defend, and hold harmless Customer from any and all claims, losses, damages and costs (including reasonable attorneys’ fees) arising from or related solely to: (i) the content of the Content; (ii) Licensor’s breach or alleged breach of this Agreement including Licensor’s representations and warranties; provided that Licensor’s indemnity shall not extend to claims as to which Customer is indemnifying Licensor below.
(b) Customer hereby agrees to indemnify Licensor and its Content provider(s) from any and all claims, losses, damages, and costs (including reasonable attorneys’ fees) arising from or related to: (i) Customer’s breach or alleged breach of this Agreement, including, without limitation, Customer’s editing errors or omissions, or the breach or alleged breach of Customer’s representations and warranties; (ii) arising from or related to Customer’s translations of Content, if any; and/or (iii) arising from a claim that Customer’s use of the Content violates the right of publicity of any third party. Customer agrees to act only as a retailer of Content to individual, non-commercial users as specified in this Agreement and agrees that the Content will not be provided, in whole or in part, directly or indirectly, to third parties or affiliates for redistribution through those entities.
(c) The parties will provide prompt written notification of any such claims. The indemnifying party will defend the claim at its expense with counsel of its choice. Licensor is not liable to end users for any delays, inaccuracies, errors or omissions in the transmission or delivery of all or any part of Content or for any damage arising from any of the foregoing. Neither Party will, without prior written approval from the other Party, (i) refer to the other Party in commercials, advertising, or promotional material; or (ii) issue any press or media releases or make any other disclosure relating to this Agreement.
5. Causes Beyond Licensor's Control.
bst365体育投注网址大全The Licensor shall in no event be liable for any loss or damage to Customer nor shall this Agreement terminate by reason of non-delivery or delays in Content delivery due to causes beyond the Licensor's reasonable control or caused by third parties.
6. Furnishing of Customer's Publication.
bst365体育投注网址大全If requested by Licensor, the Customer will furnish one copy of the requested issues of Customer’s print Publication and/or will provide all necessary identification, account access, passwords and/or appropriate software, at no charge, to enable Licensor access to the medium containing the Content for verification of Customer’s compliance with the terms and conditions set forth herein.
7. Warranty and Payment Obligations.
The Customer represents and warrants that it has the full right, power and authority to enter into this Agreement and perform the obligations herein and certifies that Customer will not make any contract or commitment contrary to the terms of this Agreement. The use of Content by Customer constitutes Customer’s binding acceptance of the terms and conditions of this Agreement. Customer will pay for the Content delivered pursuant to this Agreement regardless of whether Customer actually makes use of the Content. Customer will pay an interest charge of one and one-half percent per month for late payments. Customer's breach of this Agreement (including but not limited to a failure to pay the charges set forth in the invoice sent separately) shall constitute an event of default which shall entitle Licensor to recover (i) arrearages; (ii) interest at one and one-half percent per month for past-due amounts and (iii) costs and attorney fees.
bst365体育投注网址大全Licensor and Customer hereby acknowledge that each of them may have access to confidential and proprietary information, which relates to the other Party’s business (the “Confidential Information”). Each Party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose any applicable Confidential Information without the prior written consent of the other Party; provided, however, that any Party hereto 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; (iii) independently obtained or developed in the context of Licensor’s newsgathering operations; or (iv) otherwise learned through legitimate means other than from such Party. Moreover, any Party hereto may disclose any Confidential Information hereunder to such Party’s agents, attorneys and other representatives or any court or competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the Parties hereto.
Customer shall not assign the rights outlined herein without the written consent of the Licensor in the event of a sale or the transfer or consolidation of Customer's assets. If Licensor gives consent to assign, Customer agrees to cause the assignee or successor to expressly assume all of Customer's obligations herein.
All inquiries should be directed as follows:
Asia Paciﬁc: firstname.lastname@example.org
Europe, Middle East & Africa: email@example.com
Latin America: firstname.lastname@example.org
U.S. & Canada: email@example.com
11. Payment Information.
Please contact the finance team at firstname.lastname@example.org for assistance with making a payment.
This Agreement sets forth the entire agreement of the parties. It supersedes all prior agreements regarding publication of Content. This Agreement may be modified or amended only in a written statement signed by both parties. No waiver of any breach or right shall constitute a waiver of any other or future breach or right. If any term of this Agreement is held to be illegal or unenforceable, such a determination shall not affect the legality or enforceability of the remaining terms of this Agreement. This Agreement shall be governed by and interpreted under laws of the State of New York, as applied to contracts made and wholly performed within the state. The parties irrevocably agree that any litigation related to this Agreement shall be brought exclusively in courts in New York County, New York, and irrevocably consent to the jurisdiction and venue of such courts.