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
- 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.
5.1 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.
6.1 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.
7.1 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.
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
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.
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.
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.
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.
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.