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Content License AgreementPage 1 of 6 Content License Agreement This Content License Agreement, hereinafter called the Agreement, states the terms and conditions that govern the contractual agreement between (Name of Company) hereinafter called the Company, and you, hereinafter called the User, who agrees to be bound by this Agreement with regard to your use of the services available at www. .com, hereinafter called the Site. The Terms of Use, and Privacy Policy, and Service Disclaimers available elsewhere on the Site are hereby incorporated herein.I.Grant of License. The Company hereby grants to the User a non-exclusive and revocable right, license, and privilege to display and otherwise make available to its users, hereinafter called the End Users, any data, materials, reports, images, or other information in any form which the Company provides to the User including (but not limited to) headlines, stories, press releases, articles, publications, translations, text, clips, graphics, photographs, images, videos, audio files, charts, tables, securities prices, formatting elements, artwork, logos, metadata, and all other materials contained therein, hereinafter called the Content. This license to use the Content, hereinafter called the License, is expressly limited to this specific use and shall not be used in any other manner by the User, and nor shall the User distribute the Program to any third party in any other manner without the express written consent of the Company.A.All Content must include any copyrights or other proprietary legends and datelines provided by the copyright holder of the Content, hereinafter called the Providers.B. With respect to End Users, the License is expressly limited to display and retrieval of the Content through the End User’s device.C.In the event that the Company determines in its sole discretion that breach by the User or its End Users of any provision of this Agreement might cause the Company to be in breach of its obligations to a Provider, in addition to any other remedies the Company may have, pursuant to this Agreement or otherwise, the Company may suspend delivery of the Content from such Provider to the User until the breach is cured. Any action under this section shall not be constitute a breach of the Company’s obligations herein.D.The User shall maintain accurate and complete records relating to the storage and distribution of the Content and the number of authorized servers.III.Proprietary Rights. The User understands and acknowledges that all intellectual property rights in the Content, including but not limited to the material provided through the Site to the User, belong to the Company or the Providers. The User agrees not to: (i) copy, reproduce, distribute, or create derivative works based on the Content; (ii) reverse engineer or decompile any technology pertaining to the Content; (iii) resell or make any commercial use of the Content; or (iv) use the Content in any manner not expressly allowed herein. Content License AgreementPage 2 of 6IV.Delivery. The Company shall deliver the Content to the Client either via email, download through a subscriber website, or through a browser-based subscriber portal.V.Permitted Use of the Content. The User may not, under any circumstances, materially modify the Content or permit its End Users to modify the Content in any manner, except that the Users and End Users may alter the aesthetics to suit their individual needs.A. During the term of this Agreement, the User must give the Company and the Providers (if requested) access, at no charge, to its services (as they relate to the User’s use of the Content) in order to ensure compliance with this Agreement.B.In the event that the Company republishes or retracts any Content, the User must conform its services to the Company’s actions.C.Should the Company, in its discretion, determine that the User is using the Content in a manner that the Content harms the image of the Company or any Providers in any manner, the Company shall deliver written notice to the User of the offending manner. The User must, upon receipt of such notice, cause such objectionable display to be removed from any location on which it appears.D.Display of any Content by the User is contingent upon the Company’s license with Providers. Should any Provider suspend its license to the Company, the Company shall notify the User and the User must comply with the Company’s description of what Content needs to be removed from display.VI.Fees; Payment; and Expenses. The Client shall be automatically billed for the monthly rate detailed in the then-current fee schedule available elsewhere on the Site through our third party, ABC compliant billing service (www. .com).A. If the User is billed on a per user basis, the User may add additional users at any time on notice to the Company. The User will be billed for such additional users at the rate applicable to such additional users for the balance of the term of this Agreement.B.The fees and charges charged during any renewal period will be based on the price schedule in effect at the time of the renewal.C.The User shall be solely responsible for all costs and expenses associated with the User’s communications lines and equipment used to receive the Content.VII.Term and Termination. This Agreement shall commence on the date of execution and continue for the time agreed to during the sign-up process [LENGTH] thereafter. This Agreement shall be automatically renewed with the same terms for the same period unless either party notifies the other in writing before thirty (30) days prior to the expiration of the Agreement, hereinafter called the Renewal Conditions. These same Renewal Conditions shall apply to any successive term after subsequent renewals. Content License AgreementPage 3 of 6A.Either party may terminate this Agreement in the event that the other party materially breaches this Agreement, and fails to cure or to correct such breach within twenty (20) days after it receives written notice of the breach. The User’s failure to make payment after receipt of a notice of suspension constitutes material breach.B.Either party shall have the right to terminate this Agreement upon the other party (i) becoming or being declared insolvent or bankrupt, (ii) becoming the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, or (iii) making an assignment for the benefit of all or substantially all of its creditors.C.Upon termination of this Agreement, the User must destroy, and cause its End Users to destroy, all copies of the Content then in its possession (except to the extent that information or permitted excerpts or quotations from the Content has been incorporated into the User’s services) and, within ten (10) business days, certify in writing to the Company that such destruction has been completed; provided, however, that the User shall have the right to retain any of the Content permitted to be retained by the originating Provider upon presentation of documentation of such rights to the Company, which the Company in its sole reasonable judgment deems to be sufficient.D.In addition to its other remedies, pursuant to the provisions of this Agreement or otherwise, upon seven (7) days’ notice, the Company in its sole discretion may suspend delivery of Content to the User if the User shall be in material breach of any of its obligations pursuant to this Agreement and may continue such suspension until such breach is cured and the User has demonstrated to the Company that it has taken action to ensure that such breach shall not re-occur.VIII.Representations and Warranties of Company. The Company represents and warrants the execution, delivery, and performance by the Company of the obligations hereunder (i) have been duly authorized by all necessary parties; and (ii) will not violate any provision of law, statute, rule, or regulation, articles of incorporation, bylaws, or terms of any other agreement to which Company or the Content is bound, including intellectual property rights.IX.Disclaimer of Warranties. ASIDE FROM THE WARRANTY EXPRESSLY MADE BY THE COMPANY IN THIS DOCUMENT, THIS SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE AND ANY SERVICE OFFERED BY THE COMPANY IS AT THE USER’S SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: A.ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT;B. THAT THE SITE, OR THE SERVICE WILL MEET THE USER’S REQUIREMENTS; Content License AgreementPage 4 of 6C. THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; AND/OR D. THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE SITE, OR THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY THE USER FROM THE COMPANY, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO THE USER’S USE OF THIS SITE, THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.X.Limited Liability. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, ANY SERVICE OFFERED BY THE COMPANY, ANY SERVICE PROVIDED, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: A.ANY PARTY’S USE OR INABILITY TO USE THE SITE;B.ANY CHANGES TO OR INACCESSIBILITY OF THE SITE;C.ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA;D.ANY CONTENT OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM ANY PARTY; AND/OR E.ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, OR THE SERVICE; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER.XI. Indemnification. A.The User agrees to indemnify, hold harmless and defend the Company, along with its directors, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) this Agreement and/or any breach or threatened breach by the User; (ii) the User’s use of the Site, the Content, or any service offered by the Company; (iii) any unacceptable, unlawful, or objectionable use of the Site, the Content, or any service offered to the User by the Company; or (iv) any negligent or willful misconduct by the User. Content License AgreementPage 5 of 6B.Such obligations are subject to the following conditions (i) indemnified party shall promptly notify the indemnifying party in writing of any claim or litigation that is subject to such indemnification obligation; (ii) indemnified party shall grant to indemnifying party sole control of the settlement, compromise, negotiation and defense of any such claim; and (iii) indemnified party gives indemnifying party all information, assistance and authority, at indemnified party’s expense, to enable indemnifying party to so defend or otherwise settle or dispose of such claim or suit on behalf of indemnified party. The party requesting indemnification shall have the right, at its own expense, to participate in the defense of any such claim or litigation through counsel of its own choosing, and shall in any event cooperate reasonably with the indemnifying party in the defense of such claim or litigation.XII.Confidentiality. A. The User shall not, in any fashion, form, or manner, either directly or indirectly (i) divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the Company’s business, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its products, or any other information concerning the Company’s business, its manner of operation, or its plans, strategies, processes, or other information of any kind, nature, or description, or the Content, hereinafter called the Confidential Information, (ii) duplicate or replicate any Confidential Information for personal retention or for distribution unless requested to do so by the Company, (iii) use Confidential Information other than solely for the benefit of the Company, or (iv) assist a third party to circumvent, or directly circumvent, the Company’s contractual relationship with any customers or prospective customers. The Parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct the Company’s business and its good will, and that any breach of the terms of this section is a material breach of this Agreement .B.The User acknowledges that any breach of this Section will cause substantial and irreparable harm to the Company for which money damages would be an inadequate remedy. Accordingly, the Company shall in any such event be entitled to seek injunctive and other forms of equitable relief to prevent such a breach.XIII.ASSIGNMENT. The User may assign this Agreement to any subsidiary or affiliate or entity owned or controlled by the Company without regard to the jurisdiction of incorporation of such subsidiary, affiliate or entity, or as part of the sale of that part of its business or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without the Company’s consent, upon notice to the Company. The Company shall not assign this Agreement without the User’s prior written consent, which shall not be unreasonably withheld, except to an affiliate or to an entity acquiring all or substantially Content License AgreementPage 6 of 6all of the business or assets of the Company, provided that such assignee has the full ability to perform the Company’s obligations pursuant to this Agreement. An assignee of either party, if authorized hereunder, shall be deemed to have all of the rights and obligations of the assigning party set forth in this Agreement. It is understood that no assignment shall release the assigning party from any of its obligations hereunder.