License Agreement Terms and Conditions
These license agreement terms and conditions apply to your access and use of products purchased through the buy.newsedge.com site (the “Products”). Your access and use of the Products is expressly conditioned upon your acceptance of the terms and conditions set forth herein. By indicating your acceptance of these terms and conditions and by accessing and using the Products, you (the “Licensee”) agree to the following:
License. For the period specified under “Term” below, Acquire Media U.S., LLC (“Acquire Media”) hereby grants Licensee a non-exclusive and non-transferable license to use the Products for Licensee’s internal business purposes and not for the use or benefit of any third party. Use of the Products by Licensee for the use or benefit of any third party is strictly prohibited and Acquire Media reserves the right to suspend access to the Products or charge additional fees for such unlicensed usage.
Term. The term of the license granted by Acquire Media shall commence upon submission of Licensee’s order through buy.newsedge.com, and continue for a free trial period as specified on the order page at buy.newsedge.com. On expiry of the free trial period, the license shall continue for one (1) month, and automatically renew for successive terms of one (1) month each, unless either party has notified the other in writing prior to renewal that the license shall not be renewed. Acquire Media may terminate the license if the Licensee breaches any material term or condition set forth herein. Upon termination, whether for non-renewal or otherwise, Licensee shall immediately discontinue all use of, or reference to, the Products. Licensee shall fully erase all of the Products (including but not limited to data, materials, reports, images, information and documentation files) from its computers and electronic and physical storage systems, including archives and off-site storage, except to the extent the data from the Products is contained in automated backups that are not generally accessible to users of the Products (in any event any such retained data shall not be referenced or used by Licensee following termination of the license). Upon Acquire Media’s request, Licensee shall return any manuals, media, software, data and documentation files relating to the Products.
Fees and Charges. Licensee shall pay to Acquire Media the agreed fees set forth on buy.newsedge.com. The fees shall be automatically debited monthly in advance using the payment method input by Licensee during the order process. In the event of non-payment, Acquire Media may suspend access to the Products with immediate effect.
IDs. Acquire Media may provide Licensee with a number of login IDs and passwords to permit access to the Products. Licensee shall safeguard the IDs and passwords and shall be responsible for all activity carried out under such accounts.
Ownership and Restrictions. All rights, including patent, copyright and trade secret and other intellectual property rights, in the Products shall remain in Acquire Media and its third party licensors (“Licensors”). Except as expressly permitted by applicable law, Licensee shall not reverse engineer or decompile the Products, compile the source code or data, or modify or enhance the Products. Licensee shall be responsible for any unauthorized disclosure by Licensee’s employees, agents or contractors.
NO WARRANTY. THE PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY. ACQUIRE MEDIA AND LICENSORS MAKE NO WARRANTIES REGARDING THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ACQUIRE MEDIA AND LICENSORS DO NOT GUARANTEE THE ACCURACY, ADEQUACY, OR COMPLETENESS OF ANY DATA OR INFORMATION DISPLAYED VIA THE PRODUCTS.
EXCLUSION OF DAMAGES. IN NO EVENT WILL ACQUIRE MEDIA OR LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THESE LICENSE AGREEMENT TERMS AND CONDITIONS OR THE ACCESS AND USE OF THE PRODUCTS, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR ANY OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Sanctions Compliance. Licensee warrants that it is not (i) on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“SDN List”) or the Consolidated List of UN, EU, and UK Financial Sanctions maintained by Her Majesty’s Treasury, or owned or controlled, directly or indirectly, by such person(s); or (ii) subject to comprehensive geographic sanctions imposed by the U.S. Government for any reason, including but not limited to being organized or headquartered in or a governmental entity of a country or region subject to such sanctions (currently Cuba, Iran, Syria, Sudan, and Crimea); or (iii) located in any other country to which the export or re-export of U.S.–origin goods or technologies is generally embargoed (currently North Korea). Additionally, Licensee warrants that it does not Page 2 of 2 intend to and will not supply the Products to, or use them for the benefit of, any of the foregoing (hereinafter “Prohibited Entities”). Licensee agrees that it will notify Acquire Media if these circumstances change. For the purposes of this provision, “person” means any legal or natural person; (i) “owned” means an interest of 50 percent held by (a) one or more persons subject to blocking (i.e., asset freeze sanctions) based on SDN List designation or (b) a person subject to asset freeze sanctions under UN, EU, or UK sanctions; and (iii) “control” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. If Licensee breaches this clause, or if Acquire Media determines that it is prohibited under any applicable law or regulation from providing access to Products under these license agreement terms and conditions, in addition to any other rights or remedies Acquire Media may have, Acquire Media may immediately terminate Licensee’s access to the Products.
General. These license agreement terms and conditions constitute the entire agreement between Acquire Media and Licensee in respect of the Products and supersede all prior agreements and understandings, oral and written, by and between Acquire Media and Licensee with respect to the Products. No amendment or modification shall be binding unless in writing and signed by a duly authorized representative of both parties. These license agreement terms and conditions shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to otherwise applicable principles of conflicts of law. In any action arising out of or related to these license agreement terms and conditions, each party consents to the exclusive jurisdiction of any state or federal court sitting in the county of New York, New York.