SYNDICATION LICENSE AGREEMENT
This
Syndication License Agreement (this "Agreement") dated as of January 30, 2008,
between Media Sentiment, Inc, (“Vendor”), a Nevada corporation with offices at
000 Xxx Xxxx Xxx., Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 and
Xxxxxxxxxxxxx.xxx
(“Distributor”), a corporation with offices at Delta BL and Point Xxxxxxx UA
RECITALS:
WHEREAS,
Vendor provides measurements on corporate news announcements via its Media
Sentiment content services (“Services”);
WHEREAS,
Distributor is an on-line distributor of financial data and information
(“Distributor’s Interactive Service”) that has the ability to offer Vendor’s
Content and/or Services through arrangements and/or marketing to the subscribers
of its Interactive Service;
WHEREAS,
Distributor and Vendor desire to enter into an agreement whereby Distributor
shall distribute and market Vendor’s Content Services.
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
Section
1. Grant and Limited Scope of
License.
1.1. Vendor
grants to Distributor a limited, non-exclusive, non-transferable license to
market, distribute and license the Services as provided by Vendor through
Distributor’s Interactive Service solely to Internet websites and on-line
services that do not contain or promote material that is indecent, obscene, or
patently offensive (“Permitted Sub-Licensees”). Specifically,
Distributor shall display a Media Sentiment Content Services on Distributor’s
Interactive Services or websites.
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1.2. Vendor
grants no rights to Distributor to translate, modify or prepare derivative
works of, or otherwise alter or edit the Content Services. Upon
Vendor’s written request from time to time, Distributor shall promptly
provide Vendor with a list of all Permitted Sub-Licensees on which the
Content then appears.
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1.3. Vendor
shall retain all right, title and interest in and to the Content Services,
including, without limitation, all of its trademarks, copyrights and other
intellectual property rights.
Section
2. Restrictions.
2.1. Distributor
shall not alter the Content Services in any way.
2.2. Distributor
shall not authorize or otherwise permit its Customers to frame or co-brand any
of the Content Services or imply that Vendor or the Content Services is
affiliated with or otherwise endorses the products or services of any person or
entity.
2.3. Upon
receipt from Vendor of a "kill," "elimination," "withheld," or "correction"
directive, Distributor will promptly process such directive, and, if applicable,
replace affected material and notify customers of the changed status of the
affected material.
Section 3.
Marketing. Distributor
may place Vendor’s ad impressions throughout Distributor’s ad inventory. The ad
space provided by Distributor hereunder may only be used for the marketing of
Vendor’s Content Services. The ad space may not be resold, assigned
and or transferred by Vendor. Distributor may refuse any advertising
it believes in good faith to be indecent, obscene, or patently offensive, or
that does not market Vendor’s Content.
Section
4. Vendor's Representations,
Warranties and Covenants. The Content Services shall be
delivered to Distributor's computer center at via
the Internet. The Content shall be free from any
obscene materials, shall not violate the copyright or trademark rights of
another.
Section
5. Distributor's
Representations and Warranties. Distributor represents and
warrants that Distributor and its Permitted Sub-Licensees shall not interfere
with any copyright protection mechanism or copyright management information
system, including any watermark, employed by Vendor. Distributor shall be solely
responsible for obtaining, installing and maintaining at Distributor’s sole
expense, such equipment and/or Internet delivery services as may be required to
make use of the Content Services and distribute the Content Services as
permitted by this Agreement. Distributor shall include in
all agreements to license the Content Services, restriction on copying,
distributing, or modifying, in any from, the Content Services, in whole or in
part.
Section
6. Ad Space share.
Distributor will implement the Content Services via the code provided by the
Vendor either via Xxxxxx.xxx, Vendor’s content distribution and monetization
system, or other code provided by Vendor. Distributor and Vendor agree to share
the ad space resulting in the Media Sentiment iframe code. The ad space will be
managed by xxxxxx.xxx. Xxxxxx.xxx will rotate the ad space randomly and will
allow the management of multiple ad networks. Vendor and Distributor will be
free to use their own ad networks and to individually sell their own share of
the resulting ad inventory.
Section
7. Term and
Termination. This Agreement is for 12 months from the date it
is signed by both parties and may be terminated by either party without cause
and without liability for any such termination on thirty (30) days prior written
notice. In the event of breach of any of the terms or representations
or warranties of this Agreement, this Agreement may be terminated by the
non-breaching party immediately. Upon termination Distributor
shall immediately terminate any and all distribution of Content
Services. Any sub-licenses granted to Permitted Sub-Licensees shall
terminate on or before termination of this Agreement. This agreement will renew
automatically, unless terminated by either party.
Section
8. Limitation of
Liability.
8.1. VENDOR
does not guarantee the sequence, accuracy or completeness of any information in
the Content Services and shall not be held liable in any way to Distributor, its
users, any known or unknown third parties or to any other person who may use
such information or to whom such information may be furnished, or to any other
person whatsoever, for any delays, inaccuracies, errors or omissions therefrom
or in the transmission or delivery of all or any part thereof or for any damage
arising therefrom or occasioned thereby.
8.2. IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL,
PUNITIVE, SPECIAL, OR ANY OTHER DAMAGES
ARISING
FROM OR RELATED TO THE CONTENT, REGARDLESS OF THE FORM OF ACTION WHETHER
CONTRACT OR TORT.
Section
9. Warranty
Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.
Section
10. Indemnity. Each
party shall indemnify and hold the other party harmless against any claim,
damage, loss liability or expense arising out of (a) in the case of the
Distributor, the Distributor’s distribution or licensing of the Content contrary
to this Agreement or instructions by Vendor or otherwise; or (b) in the case of
either party, a material breach by such party of its representations, warranties
and covenants under this Agreement. The obligations of the parties
under this Paragraph shall continue notwithstanding any expiration or earlier
termination of this Agreement.
Section
11. General Provisions.
11.1. Neither
Vendor nor Distributor will be liable to the other party for any delay or
default in performing their respective obligations under this Agreement due to
causes beyond its reasonable control.
11.2. Nothing
in this Agreement shall be construed to constitute or appoint either party as
the agent or representative of the other party for any purpose whatsoever, or to
grant either party any rights or authority to assume or create any obligation or
responsibility, whether express or implied, for or on behalf of or in the name
of the other, or to bind the other in any way or manner whatsoever.
11.3. All
notices required by this Agreement shall be sent in writing (by certified or
registered mail, telex, overnight courier, facsimile or telegram) to Vendor and
Distributor at the addresses written above. All notices shall be
effective upon receipt. Either party may from time to time change its
address set forth above by notifying the other party of its new address in
writing.
11.4. No
forbearance by either party in enforcing any of the provisions of this Agreement
and no course of dealing between the parties shall operate to prejudice either
party's rights to enforce such provisions or operate as a waiver of any of
either party's rights hereunder.
11.5. At its
own expense, either Party may issue a press release announcing this
Agreement. The content of any press release must be pre-approved in
writing by the other party prior to publication, which approval shall not be
unreasonably withheld. Upon request, the Parties also agree within a
reasonable period of time to provide a quote by an appropriate individual to use
in any such press release.
11.6. This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada and the United States of America, without regard to conflict of
law principles. The parties hereto submit and consent to the
exclusive jurisdiction of the state and federal courts in the State of Nevada,
for the purpose of all legal proceedings arising out of or relating to this
Agreement.
11.7. The
provisions of this Agreement constitute the entire agreement between the parties
relating to the transactions contemplated herein and merge and supersede all
prior discussions, agreements, and understandings of every kind and nature
between them. No oral modifications or additions hereto shall be
binding on either party.
IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be executed on its behalf by its
duly authorized representative as of the date first written above.
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CALIFORNIA
NEWS TECH
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| By: /s/Xxxxxx Xxxx | By: Xxxxxxxxxxxxx.xxx |
| Name: Xxxxxx Xxxx | Name: |
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Title: President
& CEO
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Title: Director/President |
| Date: January 30, 2008 | Date: January 30, 2008 |
