Terms of Use and License Agreement For Newz Group Publisher Services: Publisher Edition


Thank you for considering Newz Group Publisher Services!

YOU MUST READ THESE WEBSITE TERMS OF USE (“TERMS” OR “TERMS AND CONDITIONS”) CAREFULLY. NEWZ GROUP IS A DIVISION OF GEOTEL CORPORATION, A MISSOURI CORPORATION, (“HOST”, or “LICENSEE”). NEWZ GROUP PROVIDES THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”, or “LICENSOR”), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN HOST AND YOU, AND YOU ACCEPT THEM BY USING THE WEBSITE IN ANY MANNER (IF YOU ARE USING THE WEBSITE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR EMPLOYER). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

THESE TERMS OF USE INCLUDE A LIMITED, NONEXCLUSIVE LICENSE GRANT. IF YOU PREFER TO NEGOTIATE SPECIFIC TERMS IN AN INDIVIDUAL LICENSE AGREEMENT TO USE THE NEWZ GROUP PUBLISHER SERVICES SYSTEM RATHER THAN AGREEING TO THESE TERMS AND CONDITIONS, CONTACT US AT 1-800-474-1111, AND ASK FOR A PUBLISHER RELATIONS REPRESENTATIVE.

Newz Group hosts this website and provides services for Newspapers. Services available include but are not limited to newspaper digital archiving and resale of images of content to the public, with royalty remuneration.

This Copyright License Agreement (“Agreement”) is effective as of the date that you agree to these terms (“Effective Date”), by and between You, the Licensor, (“Licensor”) and GeoTel Corporation, a Missouri Corporation (“Licensee”) of 409 Vandiver West, Bldg 3, Ste 100, Columbia, Missouri, doing business as Newz Group.

Licensor is the author or creator of Newspaper Content (the“Work”). Licensor will regularly upload content to the Licensee using Host’s upload web portal. Licensee desires to incorporate all or a portion of the Work for use in digital archives and the resale of images of individual pages to the public. Licensor is willing to grant Licensee a limited, nonexclusive license to use the Work in accordance with this agreement. For purposes of the archive service, Newz Group will, pursuant to this agreement, archive all content of the Licensor uploaded to Newz Group with a publication date on or after the effective date of this agreement. To archive older, back copy, contact Newz Group for terms at 1-800-474-1111, ask for Publisher Relations.

Subject to payment of the applicable royalties set out below, Licensor grants to Licensee a worldwide, perpetual, nonexclusive, transferable, personal license (“License”) to reproduce portions or all of the Work.

The License does not permit Licensee to publicly display the Work in any format other than the digital medium of the Project. If Licensee later desires to use the Work in a manner or medium that is developed or discovered after the Effective Date hereof, the parties will enter into good-faith negotiations respecting the amendment or addition of the terms of this Agreement to address such requested use, and Licensee shall have no right to exercise such use until the parties have signed a specific, written agreement therefore.

The License is a limited license, and, except for the License above, Licensor retains all rights, title, and interest, present and future, in and to the Work.

**Please note: royalty amounts and frequency of payment of royalties may have been superceded by subsequent agreement for payment of increased royalty amounts to state press associations on behalf of licensors using this website. The amount of royalties paid upon resale of your content and the frequency of payment may be higher than otherwise provided in these terms and conditions of use. Specific terms of payment and amount of royalties differ from state to state. For specific terms of amount and payment of royalties information, please contact a Publisher Relations representative at Newz Group at 1-800-474-1111, or email info@newzgroup.com.**

Licensee shall pay to Licensor a royalty of seven (7) cents per image of a page sold to the general public by Licensee. For the purposes of the foregoing, an image shall be considered “sold” when Licensee has received payment from the purchaser therefore. Royalties shall not be paid on copied pages of the Project used for legal notice websites, e-tear sheet services, archives when not sold to the public, reporters’ morgue, or contest entries.

Royalties shall be paid within thirty (30) days of the end of June of each calendar year after the Effective Date of this agreement and shall be accompanied by a report identifying the total number of images from the Project sold during that year.

Licensor warrants that (a) the Work is Licensor’s original work or, with respect to any portions that are not the Licensor’s original work, Licensor has authorization to publish such portions, (b) Licensor has the free and unencumbered right to grant the License herein, (c) the License does not violate the terms of any agreement between Licensor and a third party pertaining to the Work, (d) to its knowledge, the Work does not infringe upon any other valid United States Copyright or any legally recognized privacy right, (e) the Work is not libelous or unlawful, and (f) the Work is not part of the public domain.

To the extent permitted by law, and except for obligations of Licensee to pay royalties under this License, neither party will have any liability under this Agreement for: (a) consequential, incidental, exemplary, special, or punitive damages even if advised of the possibility of such (including, but not limited to, loss of business, profits, business information, or business interruption or any other pecuniary loss); or (b) for direct damages, actually proven, exceeding the amounts paid by Licensee to Licensor. This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose.

This Agreement shall commence on the Effective Date and shall continue for a period of one year, and be renewed successively in one year terms, unless terminated as provided herein. Either party may terminate this Agreement upon 30 days’ prior written notice if the other party materially breaches the Agreement and fails to cure the breach within such 30-day period. Licensee acknowledges and agrees that failure to pay fees when due constitutes a material breach of the Agreement.

Neither party shall be liable for failure to perform any of its obligations under this Agreement during any period in which such party cannot perform due to matters beyond their control, including, but not limited to, strike, fire, flood, or other natural disaster, war, embargo, or riot, provided that the party so delayed immediately notifies the other party of such delay.

Host makes no representation that the Website, Information, or Content is appropriate or available for use in all locations or that Host’s Services are available in Your location.

Host shall have no obligation to, or liability for failing to, review, scour, police or manage any Content that You or other users upload or post to, place on, or otherwise transmit via the Website; however, Host reserves the right to block Your access to the Website and/or edit or remove any Content that violates these Terms.

You agree: (A) not to use the Website to: (i) transmit spam, unsolicited communications, or unauthorized third-party Content; (ii) spoof someone else's identity or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content You transmit; (iv) disrupt the normal flow of business or otherwise act in a manner that negatively affects other users’ ability to use the Website; (v) engage in activities that would violate applicable local, state, national or international law, or any regulations having the force of law; or (vi) collect or store personal data about other users unless specifically authorized by such users; and

(B) to be entirely responsible for all Content that You upload or post to, place on, or otherwise transmit via the Website and, specifically, not to upload, post or otherwise transmit, via the Website, any Content that: (i) is harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, threatening, or otherwise objectionable; (ii) includes unauthorized disclosure of personal information; (iii) violates or infringes anyone's intellectual property rights; or (iv) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or interfere with the operation of any software, hardware, or other equipment; and

(C) You agree to defend Host from any claim, suit, demand, and action of any third party, and indemnify and hold Host harmless from any resulting judgment, settlement, and cost, including reasonable attorneys’ fees, due to or arising out of Your Content, Your use of (or connection to) the Website (including any use by You on behalf of Your employer), Your breach of these Terms, or Your violation of any third-party rights.

If You believe that Your copyright, trademark, or privacy right has been infringed in any way by Content on the Website, please provided a detailed description of the alleged infringement for further investigation via e-mail to info@newzgroup.com. Host’s receiving, investigating, or responding to your e-mail shall not constitute Host’s agreement or verification of your claim(s) nor any admission of liability therefore. Host will use all reasonable means to review, investigate, or respond to your claim within a reasonable time.

YOU USE THE WEBSITE AT YOUR SOLE RISK (INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER DAMAGES THAT RESULT FROM OBTAINING ANY CONTENT FROM THE WEBSITE INCLUDING COMPUTER VIRUSES). TO THE EXTENT PERMITTED BY LAW, HOST PROVIDES THE WEBSITE, THE SERVICES, THE INFORMATION AND THE CONTENT “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND HOST SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. HOST MAKES NO WARRANTY, RESPRESENTATION, COVENANT, OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED: (I) AS TO THE VALUE, QUALITY, TIMELINESS, USEFULNESS, RELIABILITY, SECURITY, SUITABILITY, TRUTHFULNESS, OR COMPLETENESS OF THE WEBSITE, THE SERVICES, THE INFORMATION, OR THE CONTENT; (II) THAT THE WEBSITE OR THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE; (III) THAT THE WEBSITE, THE SERVICES, THE INFORMATION, OR THE CONTENT WILL MEET YOUR NEEDS OR EXPECTATIONS; (IV) AS TO THE QUALITY OR VALUE OF ANY SPONSORS’ PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN VIA THE WEBSITE; OR (V) THAT ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

To the extent permitted by law, Host shall have no liability, relating to your use of (or connection to) the Website, for: (a) consequential, incidental, exemplary, special, or punitive damages even if advised of the possibility of such (including, but not limited to, loss of business, profits, business information, or business interruption, or any other pecuniary loss); or (b) for direct damages, actually proven, exceeding US$1,000.00. This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose. Host reserves the right, at any time, in Host’s sole and exclusive discretion, to amend, modify, suspend, or terminate the Website, the Services, the Information or the Content, or any part thereof, and/or Your use of or access to them, with or without notice, and Host shall have no liability to You or any other person or entity for any modification, suspension, or termination of the Website, the Services, the Information or the Content, or any part thereof, or any loss of related information.

This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, whether oral or written, relating to the subject matter hereof. This Agreement may be modified only by a written agreement signed by both parties, and no deletion, additions, or revisions to this Agreement will be valid unless signed by both parties. The headings used herein are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement.

**Please note: royalty amounts and frequency of payment of royalties may have been superceded by subsequent agreement for payment of increased royalty amounts to state press associations on behalf of licensors using this website. The amount of royalties paid upon resale of your content and the frequency of payment may be higher than otherwise provided in these terms and conditions of use. Specific terms of payment and amount of royalties differ from state to state. For specific terms of amount and payment of royalties information, please contact a Publisher Relations representative at Newz Group at 1-800-474-1111, or email info@newzgroup.com.**