END USER LICENCE AGREEMENT
PLEASE READ THIS END USER LICENCE AGREEMENT (EULA) CAREFULLY BEFORE USING THIS WEBSITE.
THIS END USER LICENCE AGREEMENT (“EULA”) is effective as of the moment you, the (“Consumer”), download any files (“Content”) from the NewzApp.media (“NewzApp”) platform (“Site”).
- “End User Licence Agreement (EULA)” The End User License Agreement and/or EULA constitutes this agreement in its entirety.
- “Consumer”. For the purpose of this EULA, Consumer defines any person or entity, singular or plural, downloading any files from the NewzApp platforms.
- “Contributor”. For the purpose of this EULA, Contributor defines any person or entity, singular or plural, uploading any files to the NewzApp platforms.
- “Content”. For the purpose of this EULA, Content defines any files uploaded or downloaded by person or entity, singular or plural, to or from the NewzApp platforms.
- “Site”. For the purpose of the EULA, Site defines any NewzApp platform used to upload, download, host, sell, or view Content.
- The Contributor owns all proprietary rights in and to the copyrightable and/or copyrighted Content uploaded to the Site, incorporated herein by reference, and hereinafter collectively known as the “Content”, and has by uploading Content to the Site, granted the exclusive right to NewzApp to license Contributor Content to third parties Consumers to use the Content for broadcast and/or publication.
- The Contributor owns all rights in and to the Content and retains all rights to the Content, which are not transferred herein, and retains all common law copyrights and all applicable laws in the jurisdictions in which the Content is being broadcast and/or published.
- By downloading any Content from the Site, the Consumer requests, and NewzApp agrees to grant an EULA authorising the use of the Content by the Consumer in accordance with the terms and conditions of this EULA.
In consideration of the premises and the mutual covenants and undertakings hereinafter set forth and for other good and valuable consideration as set forth herein, NewzApp, the Contributor, and the Consumer agree as follows:
1. GRANT OF AN EULA:
- By using the NewzApp Site or downloading any files from the NewzApp Site, the Consumer agrees to bound by the entirety of this EULA.
- NewzApp hereby grants to the Consumer, in accordance with the terms and conditions of this EULA, a non-exclusive, non-transferrable license to use the Content in the course of its business and for its own broadcast or publishing purposes, and for no other purpose whatsoever without the express written permission of NewzApp.
- Other than broadcasting or publishing the Content, the Consumer shall not sell or distribute the Content in any commercial manner, nor derive any financial consideration or profit from its distribution.
- The Consumer may copy the Content in accordance with the terms of this EULA, for broadcast and publication purposes, and other promotional materials directly connected to the primary broadcast or publication of the Content.
- Any other use of the Content by the Consumer shall only occur upon the receipt of prior written approval from NewzApp.
- The Consumer shall not sell, grant sub-licenses, or distribute the Content in any way without the prior express written approval of NewzApp.
- The Consumer hereby accepts the EULA and agrees that the Consumer shall not use the Content except in accordance with the terms and conditions of this EULA.
- The Consumer acknowledges and agrees that the permissions granted herein are non-exclusive and that NewzApp may offer an EULA to other Consumers to use the same Content.
- The Consumer agrees to pay all fees, charges, commissions, and statutory taxes in full before downloading any or all content from the NewzApp Site.
2. OWNERSHIP OF THE CONTENT.
- The Consumer acknowledges that the Contributor is the exclusive owner of the Content and of all associated intellectual property registrations and pending registrations, as applicable, and the Consumer shall do nothing inconsistent with or to contravene such ownership.
- The Consumer further agrees that it will not claim ownership rights to the Content, or any derivative, compilation, or related Content owned by or used by NewzApp or the Contributor.
- The Consumer agrees that nothing in this EULA shall give the Consumer any right, title, or interest in the Content other than the right to use the Content in accordance with the terms of this EULA.
- The Consumer agrees not to make similar derivatives of the Content.
- The Consumer admits the validity of all copyrights for the Content and all associated intellectual property registrations and acknowledges that any and all rights that might be acquired by the Consumer because of its use of the Content shall inure to the benefit of NewzApp and the Contributor.
3. TERM AND TERMINATION.
- This EULA shall commence as of the effective date of purchase and shall continue in full force and effect for a period of one (1)-year and shall automatically renew for additional one (1)-year periods, unless either party provides written notice of non-renewal to the other party, not less than sixty (60) days prior to the expiration of any one (1)-year period.
- In the event that the Consumer sells all of its assets to a third party, or otherwise ceases to exist in its current form, NewzApp, at its discretion, may immediately terminate this EULA.
- Upon termination or expiration of the permissions granted under this EULA by operation of law or otherwise, all rights, including the right to use the Content, privileges, and obligations arising from this EULA shall cease to exist.
- The Consumer agrees to pay NewzApp a one-time royalty of US$35/minute or part thereof, upon execution of this EULA.
- NewzApp reserves the right, at its exclusive discretion, to alter the royalty fee of US$35/minute or part thereof at any time and without notice to Contributors and/or Consumers.
- All fees, including but not limited to goods and services taxes, cross-border duties and fees, currency conversion fees, commissions, and costs associated with uploading and/or downloading data are payable in addition to the cost/minute royalty by the Consumer.
- Renewals or extensions of this EULA may be subject to additional fees, to be agreed by all Parties subject to this EULA prior to renewal or extension.
5. USE OF THE CONTENT.
- NewzApp shall have control over the quality of use of the Content and the quality of any publication and/or broadcast related to the Content.
- At the exclusive discretion of NewzApp, the Consumer will provide to NewzApp an approved copyright notice and/or trademark notice to be prominently displayed on each copy of the broadcast or published Content. For all promotional packaging of the Content, the Consumer shall display the Content with the approved notices notifying the reader and/or viewer of the copyright owned by and licensed within this EULA.
- The Consumer agrees to retain and/or mark all Content with any reasonable copyright insignia provided by NewzApp and to comply with any reasonable standards promulgated by NewzApp that relate to the intellectual property protection and use of the Content by the Consumer.
- The Consumer shall provide to NewzApp, upon request, representative samples of how the Consumer is using the Content. If, at any time, any use of the Content fails to conform to NewzApp’s standards or the conditions of this EULA, NewzApp may provide a Notice of Failure to the Consumer. The Consumer shall remedy the failure within seven (7) days from the date of the Notice of Failure. In the event that the failure is not remedied within the period described in the preceding sentence, NewzApp may terminate this EULA immediately. Non-conforming copies of the Content identified in the Notice of Failure, must be destroyed or promptly submitted to NewzApp.
- If NewzApp fails to approve any modifications or changes to the Content within ten (10) days of Consumer advising NewzApp of the proposed changes, NewzApp’s approval shall be deemed to have been granted.
- The Consumer shall fully indemnify, defend, and hold harmless NewzApp from and against any and all claims, losses, damages, expenses, and liability, whether or not the use of the Content conforms to standards set by NewzApp, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of NewzApp.
- NewzApp has the right, but shall not be obligated, to obtain and maintain an intellectual property registration of the Content. In the event that the Consumer becomes aware of any claimed or alleged infringement of the Content by a third party, the Consumer shall promptly advise NewzApp in writing of the nature and extent of such infringement or dilution. NewzApp has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Content, but NewzApp shall have the sole right to determine whether any action shall be taken. In the event NewzApp sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Content, the Consumer shall cooperate fully with NewzApp. The Consumer has no right to enforce the Content through litigation without prior written authorisation of NewzApp. In any legal action arising from use, or ownership rights of the Content, where both NewzApp and the Consumer are co-parties, NewzApp retains the right to control the litigation, including any and all settlement negotiations.
This EULA is exclusive to the Consumer and shall not be assigned or transferred by the Consumer, including, without limitation, by operation of law, except that, and only with prompt written notice to NewzApp, the EULA may be transferred to a purchaser of all or substantially all of the assets of the Consumer. Any attempt on the part of the Consumer to assign, sub-license, or transfer NewzApp’s rights under this EULA, except as provided herein, shall be invalid and void. NewzApp shall have the right to assign and/or license its rights and obligations under this EULA and all its right, title and interest in the Content without the consent of the Consumer.
Any notice, demand, or request required to be given under the provisions of this EULA shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following person(s) and addresses, or to such other addresses or persons as any Party may request by notice in writing to the other Party:
NEWZAPP MEDIA [PLC???]:
The Company Secretary.
NewzApp Media [PLC???]
ADDRESS TO BE ADVISED
SUBURB TO BE ADVISED
COUNTY/PROVINCE/REGION/POSTCODE TO BE ADVISED
COUNTRY TO BE ADVISED
Consumer’s Company, Organisation, or Entity.
Consumer’s Full International Address
Consumer’s Telephone Number
Consumer’s Email Address
All notices and/or official correspondence shall be effective when received by either Party.
9. ARBITRATION AND GOVERNING LAW.
All disputes arising from the terms of this EULA may be subjected to binding arbitration upon consent of both parties, with one arbitrator selected by each party, and a third arbitrator selected by the two chosen arbitrators. This EULA shall be governed by and construed in accordance with the laws of [STATE AND COUNTRY IN HERE] without regard to the conflicts of laws rules thereof and any arbitration shall be brought [STATE AND COUNTRY IN HERE] in accordance with that State and Country’s Laws of Arbitration.
10. INDEPENDENT BUSINESS RELATIONSHIP.
NewzApp and the Consumer are independent entities and are not and shall not be construed as a joint venture, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this EULA.
- This EULA constitutes the entire agreement and understanding of NewzApp and the Consumer with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this EULA shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
- If any provision of this EULA, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this EULA, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.
- This EULA may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.
This EULA is © 2018 to NewzApp Media [PLC???]
Updated: September 2018.