The
NewsPortalSite service (the "Service"), owned and operated by
NewsPortalSite Corporation, is provided to you (the "Client")
under the terms and conditions of this NewsPortalSite Service Agreement and any
amendments thereto and any operating rules or policies (the
"Agreement"). NewsPortalSite Corporation reserves the right, in
its sole discretion, to change, modify, add or remove all or part of the
NewsPortalSite Agreement at any time. Client will receive notice of such
changes and/or modifications pursuant to Section 14 regarding notices.
1.1 By accepting the
terms and conditions of the NewsPortalSite Agreement, Client (a) represents and
warrants that he or she is 18 years old or older; (b) agrees to provide true,
accurate, current and complete information about Client; and (c) agrees to
maintain and update this information to keep it true, accurate, current and
complete. If any information provided by Client is untrue, inaccurate, not
current or incomplete, NewsPortalSite Corporation has the right to
terminate Client’s account and refuse any and all current or future use of the
Service.
1.2 Client agrees to be
bound by the NewsPortalSite Agreement. Nothing in this agreement obligates
NewsPortalSite Corporation or the Service to list, link to, accept or
otherwise host any Website anywhere on the NewsPortalSite Corporation
site. If these terms and conditions or any future changes are unacceptable to
Client, they may cancel their account pursuant to Section 6.2 regarding
non-renewal of service.
2.0
DESCRIPTION OF SERVICE.
Spectrum
Interactive Media, LLC hosts interactive Web Sites on the World Wide Web and
may provide Clients with, among other things, (i) use of its NewsPortalSite
Software in the form of a hosted Web Site for the publication of news and
information and the sale of products and advertising provided that no
pornographic, hate, violent, or otherwise unsuitable information, products,
services, or advertising (“Content”) is offered. NewsPortalSite Corporation in its sole discretion shall
determined the suitability of such Content and shall terminate the Service
immediately should such unsuitable content be found on the Client’s
NewsPortalSite.
3.0
CLIENT'S OBLIGATIONS
3.1 Client acknowledges
and agrees that it shall be responsible for all Content offered at Client’s
NewsPortalSite Web Site, all materials used or displayed at the Website
storefront, and all acts or omissions that occur at the Web site or in
connection with Client's account or password. Certain NewsPortalSite Websites
may be subject to additional requirements.
3.1.1 Client agrees to
display in the Web site Client's true contact information, including but not
limited to Client's company name, address, telephone number, and e-mail
address. Client also agrees to update such information to keep it true,
accurate, current and complete.
3.1.2 Client agrees that
any and all press releases and other public announcements related to this
Agreement and subsequent transactions between NewsPortalSite Corporation
and Client, including the method and timing of such announcements, must be
approved in advance by NewsPortalSite Corporation in writing. Spectrum
Interactive Media, LLC reserves the right to withhold approval of any public
announcement in its sole discretion. Without limitation, any breach of Client's
obligation regarding public announcements shall be a material breach of the
Agreement.
3.1.3 Client represents
and warrants that it has full power and authority under all relevant laws and
regulations:
- To provide the Content offered at the NewsPortalSite Web Site, including but
not limited to holding all necessary licenses from all necessary jurisdictions
to engage in the publication, advertising and sale of Content at the Web Site;
- to copy and display the materials used or displayed at the NewsPortalSite Web
Site; and,
- to provide for payment and delivery of goods or services in the case where
the Client offers goods or services for sale on their NewsPortalSite Web Site.
3.1.4 Client represents and warrants that it will not engage in any
activities that:
- Constitute or encourage a violation of any applicable law or regulation,
including but not limited to the sale of illegal goods or the violation of
export control or obscenity laws;
- Defame, impersonate or invade the privacy of any third party or entity;
- Infringe the rights of any third party, including but not limited to the
intellectual property, business, contractual, or fiduciary rights of others;
and,
- Are in any way connected with the transmission of "junk mail"
"spam" or the unsolicited mass distribution of e-mail, or with any
unethical marketing practices.
3.2 Spectrum
Interactive Media, LLC reserves the right to refuse to host or continue to host
any NewsPortalSite Web Site which it believes, in its sole discretion: (1)
offers for sale goods or services, or uses or displays materials, that are
illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate;
(2) has substantially changed its NewsPortalSite Web Site from the time it was
accepted; (3) has received a significant number of complaints for failing to be
reasonably accessible to customers or timely fulfill customer orders; (4) has
become the subject of a government complaint or investigation; or (5) has violated
or threatens to violate the letter or spirit of the Agreement.
4.0
PROPRIETARY RIGHTS
4.1 NewsPortalSite
Software License. NewsPortalSite Corporation hereby grants Client a
non-exclusive, non-transferable license to use the NewsPortalSite Software in
object code form only on a server controlled by Spectrum Interactive Media,
LLC. Client is not being granted any right to copy the NewsPortalSite Software
or to use it on computers other than a server controlled by Spectrum
Interactive Media, LLC. Client may not use Web pages or parts of Web pages
generated by means of the NewsPortalSite Software, other than Content that
originates from and is proprietary to Client, on any server other than the
servers controlled by NewsPortalSite Corporation without Spectrum
Interactive Media, LLC’s express written agreement. Client also acknowledges
and agrees that the NewsPortalSite Software is intended for access and use by
means of Web browsing software, and that NewsPortalSite Corporation does
not commit to support any particular browsing platform. Spectrum Interactive
Media, LLC reserves the right at any time to revise and modify the
NewsPortalSite Software, release subsequent versions thereof and to alter
features, specifications, capabilities, functions, and other characteristics of
the NewsPortalSite Software, without notice to Client. If any revision or
modification to the NewsPortalSite Software materially changes Client’s ability
to conduct business, Client’s sole remedy is to terminate the Agreement
pursuant to Section 6.2 regarding non-renewal of service.
4.2
NewsPortalSite Corporation Intellectual Property. Client acknowledges
and agrees that Content available from NewsPortalSite Corporation or the
Service, including but not limited to text, software, music, sound, logos,
trademarks, service marks, photographs, graphics, or video, is protected by
copyright, trademark, patent, or other proprietary rights and laws, and may not
be used in any manner other than as specified in Section 4.1 above.
4.3
Client's Property. Client agrees that by using the Service, Client grants Spectrum
Interactive Media, LLC, and its successors and assigns, a non-exclusive,
worldwide, royalty-free, perpetual, non-revocable license under Client’s
copyrights and other intellectual property rights, if any, in all Content
displayed in Client's NewsPortalSite Web Site to use, distribute, display,
reproduce, and create derivative works from such material in any and all media
and display in any manner and on any NewsPortalSite Corporation property
the results of search queries and comparisons conducted on Spectrum Interactive
Media, LLC, including, without limitation, searches conducted on the Service.
Client also grants NewsPortalSite Corporation the right to maintain such
Content on NewsPortalSite Corporation's servers during the term of the
Agreement and to authorize the downloading and printing of such material, or
any portion thereof, by end users for their personal use.
4.4
Unauthorized Access. Client shall not attempt to gain unauthorized access to any
servers controlled by NewsPortalSite Corporation.
5.0 FEES
5.1 NewsPortalSite
Service Fees. Client has a variety of features and upgrades to choose from.
Client shall pay their Setup Fees at the time the respective services are made
available on the Web Site, and their Monthly Fees according to their selected
plan prior to the beginning of the period covered by that payment.
5.2
Mechanics. NewsPortalSite Corporation does not refund or return money
for Setup Fees or Monthly Fees under any circumstances to companies or
individuals that have signed up for any Service. All fees are cumulative and
payable in U.S. dollars. NewsPortalSite Corporation shall calculate all
fees and, in its discretion and on the applicable date, invoice payments to be
paid by Client within ten (10) days after the invoice date. In the event of any
failure by Client to make payment, Client shall be responsible for all
reasonable expenses (including attorneys’ fees) incurred by Spectrum
Interactive Media, LLC in collecting such amounts. Spectrum Interactive Media,
LLC may, upon 30 days prior notice to Client, alter its fees under the
Agreement.
6.0
TERMS
6.1
Term.
The Client establishes the term of the Agreement by applying the Client’s
payments to the applicable Setup and Monthly Service fees. The term shall
automatically renew for another term at renewal rates applicable at the time,
unless notice of non-renewal is provided in accordance with Section 6.2, below;
provided, however, that to qualify for each renewal Client must at the time of
renewal be in substantial compliance with the material terms and conditions of
the Agreement. NewsPortalSite Corporation shall have the right, but not
the obligation, to review any NewsPortalSite Web Site for compliance with the
Agreement as part of the renewal process, or at any time.
6.2
Non-Renewal. Either party, in its sole and absolute discretion, may give
notice of non-renewal with or without cause and without stating any reason
therefore. Any notice of non-renewal must be given prior to the end of the
current monthly period in order for the Agreement to expire on the last day of
that monthly period; otherwise, the Agreement will expire on the last day of
the following monthly period. All notices under this Section 6.2 must be given
in the manner described in Section 14 regarding notice.
7.0
TERMINATION
7.1
Termination. Client may terminate the Agreement on thirty (30) days notice
if NewsPortalSite Corporation, Inc has materially breached or is otherwise
not in compliance with any provision of the Agreement, and such breach or
noncompliance is not cured within such thirty (30) day period. Spectrum
Interactive Media, LLC reserves the right to immediately suspend any customer
access to the NewsPortalSite Web Site and other services provided until such
breach or noncompliance is cured. NewsPortalSite Corporation reserves the
right to cancel or close a client's account, and immediately suspend access to
the services provided by NewsPortalSite Corporation, and may terminate the
Agreement with any particular client, for any reason and without notice.
7.2
Termination for Illegal or Other Activity. Notwithstanding the foregoing,
NewsPortalSite Corporation may, but has no duty to, immediately terminate
Client and remove it from NewsPortalSite Corporation servers if Spectrum
Interactive Media, LLC in its sole discretion concludes that Client is engaged
in illegal activities or the sale of illegal or harmful goods or services, or
is engaged in activities or sales that may damage the rights of Spectrum
Interactive Media, LLC or others. Any termination under this Section 7.2 shall
take effect immediately and Client expressly agrees that it shall not have any
opportunity to cure.
7.3
Waiver.
Client expressly waives any statutory or other legal protection in conflict
with the provisions of this Section 7.
7.4
Deletion of Information. Upon termination, NewsPortalSite Corporation
reserves the right to delete from its servers any and all information contained
in Client’s account, including but not limited to order processing information,
mailing lists, and any Web pages generated by the NewsPortalSite Software.
7.5
Survival. The provisions of Section 4 (Proprietary Rights), Section 8.1
(Client Information), Section 10 (Indemnity), and Section 11 (Disclaimer of
Warranties and Liabilities) of this Agreement shall survive any termination of
the Agreement.
8.0 CLIENT PRIVACY
8.1
Client Information. NewsPortalSite Corporation maintains information about
Client and the Ecommerce Website storefront on NewsPortalSite Corporation
servers, including but not limited to Client’s account registration
information, Client's customer order information, sales information, and
clickstream data ("Client Information"). Client grants to Spectrum
Interactive Media, LLC a non-exclusive, worldwide, royalty-free, perpetual
license to use Client Information in aggregate form (i.e., in a form that is
not individually attributable to the Client) for research, marketing and other
promotional purposes.
8.1.1 Client agrees that
NewsPortalSite Corporation may disclose Client Information in the good
faith belief that such action is reasonably necessary: (a) to comply with the
law; (b) to comply with legal process; (c) to enforce the Agreement; (d) to
respond to claims that the Client or NewsPortalSite Web site is engaged in
activities that violate the rights of third parties; or (e) to protect the
rights or interests of NewsPortalSite Corporation or others; provided,
however, that nothing in this section shall impose a duty on Spectrum
Interactive Media, LLC to make any such disclosures.
8.1.2 Client agrees that
NewsPortalSite Corporation may all other Client Information from Spectrum
Interactive Media, LLC servers at the end of each calendar year.
8.2
Password. Client shall receive a password from Spectrum Interactive
Media, LLC to provide access to and use of the NewsPortalSite Software and
Online Services. Client is entirely responsible for any and all activities
which occur under Client’s account and password. Client agrees to keep its
password confidential, to allow no other person or company to use its account,
and to notify NewsPortalSite Corporation promptly if Client has any reason
to believe that the security of its account has been compromised.
8.3
Technical Access. Client acknowledges and agrees that technical processing of
Client Information is and may be required: (a) for the Service to function; (b)
to conform to the technical requirements of connecting networks; (c) to conform
to the technical requirements of the Service; or (d) to conform to other,
similar technical requirements. Client also acknowledges and agrees that
NewsPortalSite Corporation may access Client's account and its Content as
necessary to identify or resolve technical problems or respond to complaints
about the Service.
8.4
Client Privacy Policy. Client agrees (a) to post a privacy policy in its Client
Web Site that, at a minimum, discloses any and all uses of personal information
collected from users by Client; (b) to include in Client's privacy policy a
paragraph provided or approved by NewsPortalSite Corporation that
describes NewsPortalSite Corporation's collection and use of Client's
customer information, (c) to provide a hypertext link to Client’s privacy
policy on the home page of the Client NewsPortalSite Web Site and on all pages
where Client collects personal information from users, including but not
limited to all check out pages; and (d) to use personal information only as
expressly permitted by Client’s privacy policy.
9.0
MAINTENANCE AND SUPPORT
9.1 Client can obtain
assistance with any technical difficulty that may arise in connection with
Client's utilization of the NewsPortalSite Software or Online Services by
requesting assistance by E-mail to [email protected]
NewsPortalSite Corporation reserves the right to establish limitations on
the extent of such support, and the hours at which it is available.
9.2 Client is
responsible for obtaining and maintaining all telephone, computer hardware and
other equipment needed for its access to and use of the NewsPortalSite Software
and Online Services and Client shall be responsible for all charges related
thereto.
10.0
INDEMNITY
Client
agrees to indemnify and hold harmless NewsPortalSite Corporation, and its
parents, subsidiaries, affiliates, officers, directors, shareholders, employees
and agents, from any claim or demand, including reasonable attorneys fees, made
by any third party due to or arising out of Client’s conduct, Client’s use of
the Service, the goods or services offered at Client’s NewsPortalSite Web Site,
any alleged violation of the Agreement, or any alleged violation of any rights
of another, including but not limited to Client’s use of any Content,
trademarks, service marks, trade names, copyrighted or patented material, or
other intellectual property used in connection with Client’s NewsPortalSite Web
Site. NewsPortalSite Corporation reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to
indemnification by Client, but doing so shall not excuse Client’s indemnity
obligations.
11.0
DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE
AND NEWSPORTALSITE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CLIENT ABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY
DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY
THAT THE ANY SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE
NEWSPORTALSITE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE
SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE NEWSPORTALSITE SOFTWARE HAS
INHERENT LIMITATIONS AND CLIENT MUST DETERMINE THAT THE NEWSPORTALSITE SOFTWARE
ADEQUATELY MEETS ITS REQUIREMENTS. CLIENT ACKNOWLEDGES AND AGREES THAT ANY
MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SPECTRUM INTERACTIVE MEDIA,
LLC, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY
CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS
OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN
IF NewsPortalSite Corporation IS AWARE OF THE RISK OF SUCH DAMAGES, THAT
RESULT IN ANY WAY FROM CLIENT’S USE OR INABILITY TO USE THE ONLINE SERVICES OR
THE NEWSPORTALSITE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS,
DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE
ONLINE SERVICES OR THE NEWSPORTALSITE SOFTWARE. SPECTRUM INTERACTIVE MEDIA,
LLC’S LIABILITY TO CLIENT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE
PAYMENTS ACTUALLY MADE BY CLIENT TO SPCETRUM INTERACTIVE MEDIA, LLC OVER THE
COURSE OF THE EXISTING TERM.
12.0 NO
RESALE OR ASSIGNMENT OF SERVICE
Client
agrees not to resell or assign or otherwise transfer its rights or obligations
under the Agreement without the express written authorization of Spectrum
Interactive Media, LLC.
13.0
FORCE MAJEURE
Neither
party shall be liable to the other for any delay or failure in performance
under the Agreement resulting directly or indirectly from acts of nature or
causes beyond its reasonable control.
14.0
NOTICES
Any notices
or communications under the Agreement shall be by electronic mail or in writing
and shall be deemed delivered upon receipt to the party to whom such
communication is directed, at the addresses specified below. If to Spectrum
Interactive Media, LLC, such notices shall be addressed to [email protected]
or 11484 Martin Street NW, Minneapolis, Minnesota, 55433 USA. If to Client, such
notices shall be addressed to the electronic or mailing address specified when
Client opens an account with NewsPortalSite Corporation, or such other
address as either party may give the other by notice as provided above.
15.0
ENTIRE AGREEMENT
The
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous proposals, both oral and
written, negotiations, representations, writings and all other communications
between the parties.
16.0
GENERAL
The
Agreement and the relationship between Client and Spectrum Interactive Media,
LLC shall be governed by the laws of the state of Minnesota without regard to
its conflict of law provisions. Client and NewsPortalSite Corporation
agree to submit to the personal and exclusive jurisdiction of the Superior
Court of the State of Minnesota for the County of Anoka or the United States
District Court for the District of Minnesota. NewsPortalSite Corporation’s
failure to exercise or enforce any right or provision of the Agreement shall
not constitute a waiver of such right or provision. If any provision of the
Agreement is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the
parties’ intentions as reflected in the provision, and agree that the other
provisions of the Agreement remain in full force and effect. Client agrees that
regardless of any statute or law to the contrary, any claim or cause of action
arising out of or related to use of the Service or the Agreement must be filed
within one (1) year after such claim or cause of action arose, or be forever
barred. The section titles in the Agreement are for convenience only and have
no legal or contractual effect.