This agreement sets out the terms and conditions upon which DIGIMARCON will provide your company (Content User) with the right to link to DIGIMARCON Content (Agreement).
The following definitions apply unless the context requires otherwise.
Confidential Information means all information exchanged between the parties pursuant to this agreement, but does not include information that:
Content User Site means the company web site.
Effective Date means the date of this Agreement. This will be the date on which DIGIMARCON provides the Content User with a user name and password.
Internet means the worldwide connection of computer networks providing for the transmission of electronic mail, on-line information and file transfer protocol.
Link means a hypertext link connecting the Content User Site to other Websites.
DIGIMARCON Content means the content made available to the Content User as specified in The Application.
Website means a web site accessible on the Internet.
Term means the term specified in clause 2 of this Agreement.
User means a person who uses the Internet to access the Content User Site.
2.1 DIGIMARCON will allow Content User to provide Links from the Content User Site to the DIGIMARCON Content. This right is non-exclusive and non-transferable.
2.2 DigiMarCon branded headline categories may be displayed by linking directly to DigiMarCon website; or, through opening a new browser.
2.3 The look and feel of the section of the Content User Site containing the Links to DIGIMARCON Content must be approved by DIGIMARCON in writing prior to the Links going live. Look and feel includes, without limitation:
2.4 Content User must not charge Users for access to DIGIMARCON Content.
2.5 DigiMarCon Content accessed from or Linked to the Content User Site must be shown in its entirety as a full page, eg. The Content User must not frame or change in any way the display of the DIGIMARCON Content or strip the DIGIMARCON Content of advertising components.
2.6 DigiMarCon Content shall be hosted by DIGIMARCON at all times on DIGIMARCON’ servers.
2.7 Upon notice from DIGIMARCON, Content User must immediately remove DIGIMARCON’ names, DIGIMARCON’ trademarks, DIGIMARCON Content or Links to DIGIMARCON Content from the Content User Site if DIGIMARCON in its sole discretion requires such removal.
2.8 All costs associated with Linking to DIGIMARCON Content will be borne by Content User.
2.9 Content User may access the headline feeds via an administration tool maintained by DIGIMARCON. This administration tool will comprise a headline directory and is accessible by using DIGIMARCON issued user name and password. This user name and password is to be used exclusively by the Content User and shall not be supplied by the Content User to a third party.
2.10 DigiMarCon will endeavour to notify Content User of planned server outages in advance. However, DIGIMARCON takes no responsibility for any consequences to external sites because of outage, bug or breakage of any kind.
If technical problems or server outage should cause the headline feed to not operate for whatever period of time, DIGIMARCON takes no responsibility for any damage incurred by the Content User. This includes diminished traffic and pages loading incorrectly on the Content User Site.
3.1 Content User warrants and represents that:
the Content User Site and any material on the Content User Site will not:
Content User has the right to enter into and fully perform its obligations under this Agreement.
Content User and the Content User Site will not infringe any intellectual property right or other right of any person.
Content User will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement without DIGIMARCON’ prior approval.
3.2 DigiMarCon warrants and represents that it has the right to enter this Agreement and grant Content User the rights under this Agreement.
3.3 DIGIMARCON retains all intellectual property rights in its names, trademarks, logos and DIGIMARCON Content. DIGIMARCON reserves exclusively to DIGIMARCON and DIGIMARCON’ successors, licensees and assigns all rights and uses in and to DIGIMARCON’ intellectual property, in all media, whether now or hereafter known or in existence.
3.4 Content User will not store, reproduce, alter, transmit, make available, communicate or publish the DIGIMARCON names, DigiMarCon trademarks, DIGIMARCON logos or DIGIMARCON Content subject to the limited use expressly permitted under this Agreement.
3.5 In the event of any claim against DIGIMARCON or Content User alleging that Content User or the Content User Site infringes any intellectual property or other right of any person or any law, then Content User must defend or settle the claim entirely at its expense and indemnify DIGIMARCON against all damage, loss, costs and expense and all liability arising out of the claim.
Either party may by notice in writing terminate this Agreement immediately if the other party:
DIGIMARCON may terminate this Agreement by providing Content User with written notice of one (1) week.
This Agreement may not be amended except in writing signed by a duly authorised representative of each party.
No right under this Agreement shall be taken to be waived except by notice in writing signed by the party entitled to waive such right.
Each party to this Agreement shall keep the terms of this Agreement confidential and hold in strict confidence all Confidential Information of the other party that it learns or is provided with and use such Confidential Information only for the purposes of this Agreement. Each party must ensure that all third parties to whom it discloses Confidential Information of the other party in order to perform its obligations under this Agreement acknowledge its confidential nature and agree to be bound by the provisions of this clause in a written undertaking. Upon termination of this Agreement for any reason, or upon the request of the other party, a party shall promptly deliver to the other party all Confidential Information of the other party.
Content User must not make any press or another announcements or releases relating to this Agreement or include DIGIMARCON in its client list without DIGIMARCON’ prior written consent.
Content User shall not assign or sub-licence this Agreement or its rights under this Agreement.
This Agreement is governed by the laws in force in the State of Delaware, United States of America, and the parties submit to the non-exclusive jurisdiction of Courts of the State of Delaware.
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all previous agreements, understandings, proposals, representations and warranties relating thereto.
This Agreement may be signed in any number of counterparts. All counterparts taken together constitute one instrument. A party may sign this Agreement by signing any counterpart. A party may sign this Agreement, or any counterpart, by facsimile, and the facsimile shall be accepted as an original.