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Terms of Service Agreement
Thank
you for your interest in acquiring content at the hyperFeedia
Website. hyperFeedia, a Division of NewsPortalSite Corporation, owns
and operates an online portal that facilitates the sharing of online
content and promotes small market, article driven websites. The
hyperFeedia website exists as a location for content producers and
website publishers to distribute or acquire content and for such
users to purchase text, images, audio, graphics, video, or other
content, which is transferred using a standard format.
By
accessing and/or purchasing the content feeds, you represent that you
understand and agree to the following terms and conditions.
1.0
LEGAL AGREEMENT
The
hyperFeedia service (the "Service"), owned and operated by
NewsPortalSite Corporation (from here on used interchangeably with
“hyperFeedia”), is provided to you (the "Publisher")
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.
Publisher will receive notice of such changes and/or modifications
pursuant to Section 14 regarding notices. Use of the web site after
the posting of such modifications requires your agreement to the
modified terms and conditions.
1.1
By accepting the terms and conditions of the NewsPortalSite
Agreement, Publisher (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 Publisher; and (c) agrees to maintain and
update this information to keep it true, accurate, current and
complete. If any information provided by Publisher is untrue,
inaccurate, not current or incomplete, NewsPortalSite Corporation has
the right to terminate Publisher’s account and refuse any and all
current or future use of the Service.
1.2
Publisher 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 Publisher, they may cancel
their account pursuant to Section 6.2 regarding non-renewal of
service.Any
Publisher using NewsPortalSite Software in the form of a hosted Web
Site must maintain the agreement originally made between
NewsPortalSite Corporation and the Publisher; and understands that
the following terms are established in addition to the NewsPortalSite
Terms of Service Agreement (available at
http://www.eznuz.com/termsOfService.cfm
or in your site's admin area).
2.0
DESCRIPTION OF SERVICE.
hyperFeedia,
a Division of NewsPortalSite Corporation, hosts an interactive Web
Site on the Internet which provides Publishers with a resource for
content providers to sell content and website publishers to acquire
content (most feeds supply one article per day, although some provide
a greater or lesser amount). Publisher agrees to not hold
NewsPortalSite Corporation responsible or liable for any content
purchased by the publisher which contains material that is unlawful,
obscene, pornographic, indecent, invasive of privacy or publicity
rights, or otherwise objectionable. NewsPortalSite Corporation makes
every effort to prevent the transfer of such material but cannot
guarantee the total prevention of objectionable content.
NewsPortalSite Corporation does not endorse the views and opinions
expressed within the provided content.
2.1
All material—text, images, graphics, video, audio, or other content
—displayed, transmitted, or provided on or by the hyperFeedia site
is owned by NewPortalSite Corporation and its Content Providers, and
are protected by United States and international copyright,
trademarks, service marks, and other proprietary right, laws, and
treaties.
2.2
If the Publisher finds content on
http://hyperfeedia.newsportalsite.com
or within purchased content that is offensive, please report it to
support@hyperfeedia.com.
3.0
PUBLISHER'S RIGHTS AND OBLIGATIONS
3.1
NewsPortalSite Corporation
provides content feeds to individuals for commercial use under the
following terms and conditions. NewsPortalSite Corporation provides
this content “as is” and shall not be held liable for your use of
the feeds and their included content. Furthermore, NewsPortalSite
Corporation is not liable for the truthfulness, accuracy, and
appropriateness of the material as stated in Section 2.
3.2
You are not required to provide proper attribution to NewsPortalSite
Corporation. However, you agree not to associate the content feeds
with any other content that might harm the reputation of
NewsPortalSite Corporation.
3.3
Publisher has the right to:
- Display full feed content;
-
Present and display online content according to Publisher's
choices;
- Modify or edit content, as long as attribution to
original source (presented with links, biographical information, or
other forms) remains within the content;
- Publish own content
and advertisements beside content feeds; and
- And republish
content at one URL location.
3.3.4
Publisher agrees to:
-
Republish content at no more than one URL location;
-
Maintain and not remove any and all links to original source or other
sources present in the content, and maintain and not remove original
source's biographical or contact information. In addition, Publisher
may not remove any proprietary or copyright notices contained within
content or caption information; and
-
Only display content on a website and not display, use, or republish
content in any form other than this website component.
3.3.5
NewsPortalSite Corporation reserves the right to object to your
presentation of the content feeds and the right to require you to
terminate usage of content feeds. NewsPortalSite Corporation also
reserves right to terminate its distribution of the content feeds or
to change the content or formatting of the feeds at any time without
notice to you.
3.4
Publisher agrees that any and all press releases and other public
announcements related to this Agreement and subsequent transactions
between NewsPortalSite Corporation and Publisher, including the
method and timing of such announcements, must be approved in advance
by NewsPortalSite Corporation in writing. NewsPortalSite Corporation
reserves the right to withhold approval of any public announcement in
its sole discretion. Without limitation, any breach of Publisher's
obligation regarding public announcements shall be a material breach
of the Agreement.
3.5
Publisher 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.
3.6
NewsPortalSite Corporation reserves the right to refuse to provide
content to any individual and/or organization 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 become the subject
of a government complaint or investigation; or (3) has violated or
threatens to violate the letter or spirit of the Agreement.
4.0
PROPRIETARY RIGHTS
4.1
hyperFeedia Content License. NewsPortalSite Corporation
hereby grants Publisher a non-exclusive, non-transferable license to
access and use the hyperFeedia content feeds for the specific uses
enumerated in these Terms and Conditions and according to stated
monetary transactions. Publisher is not being granted the right to
copy or resell the hyperFeedia website and its content or the content
purchased through hyperFeedia. All rights with respect to
NewsPortalSite Corporation not explicitly granted to Publisher are
reserved to NewsPortalSite Corporation.
4.2
NewsPortalSite Corporation Intellectual Property. Publisher
acknowledges and agrees that Content available from hyperFeedia (also
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 copied, syndicated, or used in any manner other than as specified
in Section 4.1 above.
4.3
Illegal Action. Publisher agrees not to employ any software,
device, or data gathering/extraction technology to “crawl”,
“scrape”, search, or monitor the web site and/or retrieve, copy
cache, or save materials and content. Publisher agrees not to copy
any information from the hyperFeedia website or from a hyperFeedia
customer's website.
4.4
Unauthorized Access. Publisher shall not attempt to gain
unauthorized access to any servers controlled by NewsPortalSite
Corporation.
5.0
FEES
5.1
NewsPortalSite Service Fees. Publishers shall pay Purchase
Fees at the time of purchase, 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 maintains a contract with
Content Providers who provide content to hyperFeedia. If a Content
Provider does not fulfill the terms of their agreement with
NewsPortalSite Corporation, content may not be available within the
specified deadline. If the content purchased by a publisher is not
supplied to him/her according to its advertised specifications,
NewsPortalSite Corporation will refund the Monthly Fee. Unless
content is not supplied to the publisher by the Service,
NewsPortalSite Corporation does not refund or return money for
Purchase Fees or Monthly Fees under any circumstances to companies or
individuals that have signed up for any Service unless it is during
the first 30 days of service and the Publisher is unsatisfied with
the service provided. 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 Publisher within ten (10) days after the invoice date. In the
event of any failure by Publisher to make payment, Publisher shall be
responsible for all reasonable expenses (including attorneys’ fees)
incurred by NewsPortalSite Corporation in collecting such amounts.
NewsPortalSite Corporation may, upon 30 days prior notice to
Publisher, alter its fees under the Agreement.
6.0
TERMS
6.1
Term. The Publisher establishes the term of the Agreement by
applying the Publisher’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 Publisher must at
the time of renewal be in substantial compliance with the material
terms and conditions of the Agreement.
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.
7.0
TERMINATION
7.1
Termination. Publisher 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. NewsPortalSite Corporation reserves the right
to immediately suspend any customer access to the content and other
services provided until such breach or noncompliance is cured.
NewsPortalSite Corporation reserves the right to cancel or close a
Publisher's account, and immediately suspend access to the services
provided by NewsPortalSite Corporation, and may terminate the
Agreement with any particular Publisher, for any reason and without
notice.
7.2
Waiver. Publisher expressly waives any statutory or other legal
protection in conflict with the provisions of this Section 7.
7.3
Deletion of Information. Upon termination, NewsPortalSite
Corporation reserves the right to delete from its servers any and all
information contained in Publisher’s account, including but not
limited to order processing information, mailing lists, and any Web
pages generated by the NewsPortalSite Software.
7.4
Survival. The provisions of Section 4 (Proprietary Rights),
Section 8.1 (Publisher Information), Section 10 (Indemnity), and
Section 11 (Disclaimer of Warranties and Liabilities) of this
Agreement shall survive any termination of the Agreement.
8.0
Publisher PRIVACY
8.1
Publisher Information. Publisher grants to NewsPortalSite
Corporation a non-exclusive, worldwide, royalty-free, perpetual
license to use Publisher Information in aggregate form (i.e., in a
form that is not individually attributable to the Publisher) for
research, marketing and other promotional purposes.
8.1.1
Information Disclosure. Publisher agrees that NewsPortalSite
Corporation may disclose Publisher 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 Publisher 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 NewsPortalSite Corporation to
make any such disclosures.
8.1.2
Deletion of Information. Publisher agrees that NewsPortalSite
Corporation may delete all other Publisher Information from
NewsPortalSite Corporation servers at the end of each calendar year.
8.2
Technical Access. Publisher acknowledges and agrees that
technical processing of Publisher 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.
9.0
MAINTENANCE AND SUPPORT
9.1
Assistance. Publisher can obtain assistance with any technical
difficulty that may arise in connection with Publisher's utilization
of the NewsPortalSite Services by requesting assistance by E-mail to
support@hyperfeedia.com. NewsPortalSite Corporation reserves the
right to establish limitations on the extent of such support, and the
hours at which it is available.
9.2
Publisher's Responsibility. Publisher is responsible for
obtaining and maintaining all telephone, computer hardware and other
equipment needed for its access to and use of the Online Services and
Publisher shall be responsible for all charges related thereto.
10.0
INDEMNITY
Publisher
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 Publisher’s conduct, Publisher’s use of the
Service, the goods or services offered at Publisher’s
NewsPortalSite Web Site, any alleged violation of the Agreement, or
any alleged violation of any rights of another, including but not
limited to Publisher’s use of any Content, trademarks, service
marks, trade names, copyrighted or patented material, or other
intellectual property used in connection with Publisher’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
Publisher, but doing so shall not excuse Publisher’s indemnity
obligations.
11.0
DISCLAIMER OF WARRANTIES AND LIABILITIES
THE
SERVICE IS 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 PUBLISHER 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. PUBLISHER 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
PUBLISHER 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. NEWSPORTALSITE CORPORATION, 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 PUBLISHER’S USE OR
INABILITY TO USE THE ONLINE SERVICES, OR THAT RESULT FROM ERRORS,
DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER
FAILURE OF PERFORMANCE OF THE ONLINE SERVICES. NEWSPORTALSITE
CORPORATION LIABILITY TO PUBLISHER SHALL NOT, FOR ANY REASON, EXCEED
THE AGGREGATE PAYMENTS ACTUALLY MADE BY PUBLISHER TO NEWSPORTALSITE
CORPORATION OVER THE COURSE OF THE EXISTING TERM. PUBLISHER WILL BE
REFUNDED FOR PURCHASED CONTENT THAT IS NOT DELIVERED ACCORDING TO
AGREED-UPON TERMS, BUT ACKNOWLEDGES THAT NEWSPORTALSITE CORPORATION
IS NOT RESPONSIBLE FOR LOSS OF BUSINESS, PROFITS, OR GOODWILL DUE TO
THE CANCELLATION OF THE SUPPLIED CONTENT. NEWSPORTALSITE
CORPORATION'S TOTAL LIABILITY IS LIMITED TO THE CHARGES AND FEEDS
THAT THE PUBLISHER HAS PAID FOR HYPERFEEDIA SERVICES, UNLESS THIS
CANNOT BE LIMITED BY LAW.
12.0
NO RESALE OR ASSIGNMENT OF SERVICE
Publisher
agrees not to resell or assign or otherwise transfer its rights or
obligations under the Agreement without the express written
authorization of NewsPortalSite Corporation.
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.
14.0
NOTICES
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 NewsPortalSite Corporation, such notices shall
be addressed tosupport@hyperfeedia.com
or 11484 Martin St. NW, Coon Rapids, Minnesota, 55433 USA. If to
Publisher, such notices shall be addressed to the electronic or
mailing address specified when Publisher 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.
16.0
GENERAL
The
Agreement and the relationship between Publisher and NewsPortalSite
Corporation shall be governed by the laws of the state of Minnesota
without regard to its conflict of law provisions. Publisher 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. Publisher 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.
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