News Snip

This is a legal agreement between you (either an individual or an entity, referred to herein as "you" or "your"), NewsSnip (collectively, "NewsSnip"), and governs your use of NewsSnip Content. Please read the terms and conditions of this Agreement carefully, including, without limitation, any linked terms and conditions appearing or referenced below, which are hereby made a part of this Agreement. By using NewsSnip Content and/or executing this Agreement, you agree that you have read and agree to be bound by the terms and conditions of this Agreement and all applicable laws and regulations in their entirety without limitation or qualification. If you do not agree to be bound by this Agreement, you may not access or otherwise use NewsSnip Content. This Agreement is effective as of the first day you use NewsSnip Content (the "Effective Date"). If you are an individual representing an entity, you represent and warrant that you have the proper authority to accept this Agreement on behalf of that entity. If you are not of legal age to form a binding contract with NewsSnip, or are barred from using or receiving NewsSnip Content under applicable law, you may not use NewsSnip Content and may not accept this Agreement.

I. News Snip Content

A. Definition

1. Approved Uses: are those uses that are enabled through your Client Application.

2. Client Agreement: refers to the agreement under which you can access the Client Application.

3. Client Application: refers to the tools provided by NewsSnip for you.

4. Article Slug: refers to the unique identification characters generated for the article.

5. Article: refers to the text and/or multimedia-based text displayed publicly on NewsSnip Application.

6. NewsSnip Application: refers to NewsSnip’s consumer-facing products, services, applications, websites, web pages and other offerings, including but not limited to the NewsSnip mobile application located at NewsSnip.

7. NewsSnip Content: means Merchants, Customers, Delivery IDs, Campaigns, Business Profiles, Chats, Messages and User Profile Information, and any other content of NewsSnip provided to you under this Agreement, whether provided directly by NewsSnip or indirectly through Client Applications or otherwise, and any copies and derivative works thereof.

B. License. Subject to the terms and conditions in this Agreement and the Content Terms (as a condition to the grant below), NewsSnip hereby grants to you, and you accept to grant during the Term, a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license to access NewsSnip Content internally through the Customer Application solely for the Approved Uses.

II. Restrictions on the use of NewsSnip content

A. Display. You will not display or otherwise share any NewsSnip Content or any visualization, filtering or curation of NewsSnip Content with any third party, including, without limitation, displaying NewsSnip Content in mass market media and entertainment campaigns, online widget integrations or visualizations, television broadcasts, outdoor "electronic billboards," or other similar media. Without limiting the generality of the foregoing, you will not offer or make available NewsSnip Content, including any derived analytics therefrom, as part of an advertising network. You may not bundle or commingle NewsSnip Content with other data in such a way that NewsSnip Content is not attributed to NewsSnip.

B. Other Restrictions. You will not or attempt to (and will not allow anyone else to)

(A) copy, sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works from, assign or otherwise transfer or provide any third party with access to the NewsSnip Content, in whole or in part;

(B) use NewsSnip Content for any illegal, unauthorized or other improper purpose;

(C) use NewsSnip Content to harvest or obtain non-public information about each NewsSnip user, including, without limitation, the user’s location;

(D) access or use the NewsSnip Content to build any product or service that is similar or competitive with any NewsSnip product or service;

(E) remove or alter any proprietary notices or marks on the NewsSnip Content;

(F) Use NewsSnip Content, alone or in combination with third-party data, or derivative analytics of NewsSnip Content, to target users with advertising outside of the NewsSnip platform, including but not limited to other ad networks, data brokers, or any other advertising or monetization services.

C. Geographic Data. Your license to use NewsSnip Content under this Agreement does not permit (and you will not permit others to) aggregate, cache, or store location data and other geographic information contained in NewsSnip Content except in conjunction with additional NewsSnip Content. Your license permits you to use such location data and geographic information only to identify locations tagged by NewsSnip Content. Any use of location data or geographic information independent of or beyond the license granted herein is a violation of this Agreement.

D. No Monitoring or Measurement. Notwithstanding anything to the contrary, you may use the following information only for non-commercial, internal purposes (e.g., to improve the functionality of the Application): aggregate NewsSnip user metrics, such as the number of active users or accounts. All such information is Confidential Information of NewsSnip. You will not use or access NewsSnip Content to create or distribute a regularly produced, time-based series of measurements that use the same or similar methodology to compare the performance of Television Programs over time, or to defined sets or subsets of other Television Programs.

E. Compliance. You will comply with all restrictions on your access to and use of NewsSnip Content. You will not attempt to exceed or circumvent these restrictions. You will remove or modify NewsSnip Content upon notice from NewsSnip or its agents and implement the necessary processes to receive notification of removed and/or modified NewsSnip Content. NewsSnip may monitor your use of the Content to improve NewsSnip's products or to ensure your compliance with this Agreement.

III. Removal. If requested by NewsSnip, you will immediately

(A) remove NewsSnip Content reported as deleted or expired;

(B) change your handling of NewsSnip Content to comply with any changed sharing options applicable to such NewsSnip Content;

IV. Audit. NewsSnip reserves the right to audit your compliance with the terms and conditions of this Agreement. NewsSnip or its representatives may audit and investigate your use of NewsSnip Content upon reasonable notice during normal business hours. You agree to allow reasonable access to all records and computer systems requested by NewsSnip for this purpose.

V. Other Important Terms

A. User Protection. You will not knowingly display, distribute or otherwise make available NewsSnip Content to any person or entity that may be inconsistent with the reasonable privacy expectations of NewsSnip users. You will not conduct for any unlawful or discriminatory purpose, nor provide analysis or research that isolates a small group of individuals or any individual. You will not (and will not allow others to) use NewsSnip Content to target, segment or profile any individual user based on health, negative financial status or condition, political affiliations or beliefs, racial or ethnic origin, religious or philosophical affiliations or beliefs, sex life or sexual orientation, trade union membership, data related to any alleged or actual crime, or any other sensitive categories of personal information prohibited by law.

B. Security. Customer will keep NewsSnip Content (including applicable Personally Identifiable Data) confidential and secure from unauthorized access by using industry-standard organizational and technical protections for such data and will exercise no less care than Customer uses in protecting similar data stored by Customer. If Customer knows of or suspects any breach of security or potential vulnerability of NewsSnip Content, Customer will promptly notify NewsSnip for consultation and cooperation in the investigation, assist in processing any necessary notifications, and provide any information reasonably requested by NewsSnip, and will promptly remediate such breach or potential vulnerability resulting from Customer’s access to NewsSnip Content.

C. Government Use. If you will display, distribute or otherwise make NewsSnip Content available to end users on behalf of any government-related entity, you will identify all such government-related entities to NewsSnip. If law enforcement officials request information about NewsSnip or its users for the purpose of an ongoing investigation, you may direct them to contact NewsSnip.

D. Data Protection. Subject to the provisions of NewsSnip Privacy Policy (https://www.newssnip.com/privacy), you have authorized NewsSnip to license such NewsSnip Content in accordance with this Agreement. If you are located in or transferring such NewsSnip Content to (A) the European Economic Area, or (B) a jurisdiction in which a positive adequacy decision of the European Commission made pursuant to Article 25(6) of Directive 95/46/EC is in force and covers such transfer, then the use of such NewsSnip Content is subject to the model contractual clauses annexed to Commission Decision 2004/915/EC (the “Clause”), which are hereby incorporated into this Agreement. In such case, TIC is the “data exporter”, you are the “data importer” as defined in the Clauses, you select option (III) of the second (H) clause, and agree to the data processing principles set out in Annex A to the Clauses. For the purposes of Annex B to the Terms, the following shall apply: (I) “Data Subject” means a user of the NewsSnip Application or an individual whose Personal Data is in NewsSnip Content; (II) “Purpose of Transfer” is the performance of this Agreement; (III) “Data Category” is NewsSnip Content as defined herein; (IV) “Recipient” is an End User; (V) “Sensitive Data” means Personal Data concerning an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health or sex life, criminal convictions or alleged offenses; and (VI) the “Point of Contact for Data Protection Inquiries” is NewsSnip’s representative and you are responsible for data privacy.

E. Hosting Service Providers. Subject to the rights granted to you in Section B above, and subject to the restrictions set forth in this Agreement, Customer may permit its third-party contractors, agents, and managed service providers (“MSPS”) to access all or part of NewsSnip Content solely on Customer’s behalf and solely through Customer Applications approved under this Agreement to assist Customer and exercise Customer’s rights solely on Customer’s behalf; provided that (A) such access and use by each MSP is strictly in accordance with the terms and conditions of this Agreement, and (B) Customer at all times maintains control and retains management of the Licensed Materials (“Control”, for purposes of this term, means the sole ability to direct the use of the Licensed Materials); Customer shall be solely responsible for compliance with this Agreement by its MSPS, and any Customer shall be solely responsible for any and all breaches of this Agreement by any MSP. For clarity, MSPs may include your customer service management providers, provided that you retain control of NewsSnip Content at all times.

VI. WARRANTY DISCLAIMER. NewsSnip Content is provided to you "as is" and with all faults, and NewsSnip disclaims all warranties, express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, non-infringement, fitness for a particular purpose, and any warranties or conditions arising from this Agreement, course of dealing, or usage of trade. NewsSnip makes no warranty that NewsSnip Content or any other NewsSnip product or service provided hereunder will meet any of your requirements, or that the use of such NewsSnip Content or other products or services will be error-free, uninterrupted, virus-free or secure. This disclaimer may not be valid in certain jurisdictions, and you may have warranty rights under law that cannot be waived or disclaimed. Any such warranty extends only for thirty (30) days from the effective date of this Agreement (unless such law provides otherwise).

VII. Indemnification. You shall defend any and all actions, demands, claims and proceedings (including, without limitation, product liability claims) and indemnify and hold NewsSnip harmless from any and all liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising out of your use of NewsSnip Content. In the event NewsSnip seeks indemnification or defense from you under these Terms, NewsSnip will notify you in writing of the claim asserted against NewsSnip and seek indemnification or defense. NewsSnip reserves the right to exercise sole control over the defense of the claim with legal counsel of its choice, at its sole discretion. You shall not enter into any third-party agreement that in any way affects NewsSnip’s rights, constitutes an admission by NewsSnip of, or binds NewsSnip to negligence, without NewsSnip’s prior written consent. NewsSnip shall not settle any such claim requiring payment by you without your prior written approval if NewsSnip assumes control of the defense of such claim.

VIII. LIMITATION OF LIABILITY. IN NO EVENT SHALL NewsSnip BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA OR PROFITS, OR DAMAGE TO BUSINESS OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL NewsSnip’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT EXCEED $1.00 CAD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, TORT, WARRANTY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN SO FAR AS ANY LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT TO MAKE THE LIMITATION COMPLY WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE AN AGREED ALLOCATION OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IX. Ownership. NewsSnip Content is licensed, not sold, and NewsSnip reserves and retains all rights not expressly granted in this Agreement. You expressly acknowledge that NewsSnip, its licensors, and its end users retain all worldwide right, title, and interest in and to NewsSnip Content and NewsSnip Marks, including patents (including all applications therefor), trademarks, trade names, copyrights, trade secrets, know-how, data, and all proprietary rights under the laws of the United States, any other jurisdiction, or any treaty (the "Intellectual Property Rights"). You agree not to do anything inconsistent with such ownership, including, without limitation, challenging NewsSnip's ownership of the Intellectual Property Rights, challenging the validity of the licenses granted under this Agreement, or upon termination of this Agreement, except as expressly authorized by this Agreement.

X. Confidentiality. You may have access to certain non-public information and specifications related to NewsSnip Content or this Agreement ("Confidential Information"), which are confidential and proprietary to NewsSnip. You may use this Confidential Information only in connection with the exercise of the rights granted in this Agreement. You may not disclose this Confidential Information to any third party without the prior written consent of NewsSnip. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you protect your own confidential and proprietary information of a similar nature, and in any event with no less than a reasonable degree of care.

XI. Termination. Unless terminated earlier in accordance with this Section, this Agreement will commence upon your acceptance of the terms and conditions herein (or the first day you use NewsSnip Content) and terminate immediately upon expiration or termination of the Customer Agreement (the "Term"). NewsSnip may immediately suspend your access to NewsSnip Content (or terminate this Agreement, if necessary) at any time, without notice, if you breach any term or condition of this Agreement or otherwise engage in activity that NewsSnip reasonably deems may be harmful to the reputation of NewsSnip Content, NewsSnip, its end users, or any of the foregoing parties. NewsSnip will not be liable for any costs, expenses, or damages resulting from any termination of this Agreement.

XII. Effect of Termination. Termination of this Agreement shall take effect on the date

(A) all rights and licenses granted under this Agreement will immediately cease;

(B) you shall immediately delete all NewsSnip Content;

(C) Within thirty (30) calendar days after termination, each party will return or destroy all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except to comply with any applicable legal or accounting recordkeeping requirements, and you will permanently delete all copies of NewsSnip Content in all forms and types of media in your possession. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 12 and 13 shall survive any expiration or termination of this Agreement for any reason. Neither party will be liable for any damages resulting from the termination of this Agreement, except as permitted herein.

XIII. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings and contemporary communications. Any modification of this Agreement must be in a writing signed by both you and NewsSnip. You may not assign any rights or obligations granted under this Agreement, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or the defunct entity), stock or asset sale, consolidation, dissolution, in whole or in part, without NewsSnip's prior written consent. Any attempted assignment in violation of this paragraph will be void, and NewsSnip may terminate this Agreement in the event of any such attempted assignment. No partnership, agency or joint venture is created or implied by this Agreement. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California, U.S.A., and you consent to personal jurisdiction in those courts. Notwithstanding the foregoing, you agree that monetary damages will be an inadequate remedy for NewsSnip in the event of a breach or threatened breach of any provision of this Agreement that protects NewsSnip’s intellectual property or confidential information, and that in the event of such a breach or threat, NewsSnip shall be entitled to seek preliminary or injunctive relief (including an order prohibiting the Company from taking actions in breach of such provision), without the need to post a bond, and, where appropriate, specific performance, in addition to any other remedies to which it may be entitled. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transaction Act (UCITA) shall not apply to this Agreement, regardless of the country in which the parties do business or are incorporated. No waiver by NewsSnip of any covenant or right under this Agreement shall be effective unless memorialized in a writing duly authorized by NewsSnip. If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.