LICENSE
- Subject to the terms and conditions of this Agreement, the Partner grants us a non-exclusive, worldwide, royalty-free license to include, distribute, and publicly display the Partner's content, including but not limited to articles, headlines, and multimedia (the “Content”).
- The Partner represents and warrants that:
(a) It holds and upholds all necessary rights, permissions, and licenses required to grant rights specified in Section 1, conforming to all applicable laws.
(b) and the inclusion of the Content in our Service won't infringe or violate any third party's legal rights, including intellectual property, contractual, privacy, or other rights.
- The Partner shall provide the Content to us in a format specified by us. The Partner shall be responsible for the accuracy and timeliness of the Content delivery.
- Content Placement: We shall have the sole discretion to determine the placement, presentation, and formatting of the Partner's Content within the Service. We may also remove or refuse to distribute any Content on the Services, limit distribution or visibility of any Content on the Service, suspend or terminate the Service at our discretion.
- Without prejudice to the generality of the above restrictions, Partner also agrees to comply with any and all restrictions that we may impose and notify Partner of from time to time.
OBSERVANCE OF COMMUNITY RULES
- The Partner agrees that in using the Service, they shall adhere to the community rules as posted on https://support.coinmarketcap.com/hc/en-us/articles/4412939497755 and as may be updated from time to time by us ("Community Rules") as well as any other rules, regulations, directives, materials, guidelines, and stipulated requirements emanating from us. We reserve the right to revise these additional stipulations from time to time.
- The Partner acknowledges and agrees that failure to comply with these Community Rules may result, in our sole discretion, taking one or more of the following actions: (a) immediate suspension or termination of the Partner's access to the services without prior notice, and (b) removal of the infringing content.
- The Partner shall be liable for any and all types of damages, losses, and expenses arising out of or in connection with any breach of these Community Rules. Furthermore, the Partner agrees to indemnify and hold us harmless from any claims arising out of such breaches.
- We shall not be held liable for any damages, losses or expenses arising out of the Partner's failure to observe the Community Rules. We reserve the right to remove any content in breach of these rules without prior written notice to the Client.
DISCLAIMER & EXCLUSION OF LIABILITY
- Our Service is provided to Partner on an “as is” basis for general information purposes. All warranties or representations, whether express, implied, statutory or otherwise are expressly disclaimed, including without limitation any warranty as to the reliability, accuracy, completeness, or timeliness of the information contained therein. We shall therefore not be liable or responsible to Partner or any other third parties for any inaccuracies, discrepancies, errors or omissions in the furnished information, nor for the results obtained from use of such information. Partner further agrees that: (a) Any and all interaction with our Service is wholly at the Partner's discretion and undertakes full responsibility for any associated risk; (b) Partner is solely responsible for Partner’s own decision in this regard; and (c) We do not assume any duty or care, responsibility or liability for any losses that Partner may suffer.
- To the fullest extent permitted by law, we shall not be liable to Partner for any direct or indirect loss and damage that Partner may suffer under this Agreement. For clarity, we shall also not be liable for any consequential, incidental, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not Partner has been advised of the possibility of such damages.
- Notwithstanding the foregoing, in no event shall our collective liability under this Agreement exceed the total amount of fees paid or payable by Partner to us under this Agreement, in the last 12 months from the date that the claim arose.
REPRESENTATIONS, WARRANTIES & INDEMNITY
- Partner represents and warrants that:
(a) it has full right and power to enter into this Agreement;
(b) the receipt, use and onward distribution of the Content and its permitted sub-licensees shall not infringe or misappropriate the rights, including any Intellectual Property Rights, of any third party; and
(c) it is not in breach (and will not cause us to be in breach) of any legal or regulatory obligations.
The Partner shall indemnify, defend and hold harmless us against all losses suffered or incurred or paid by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or distribution of the Content. For the purposes of this Agreement, “Intellectual Property Rights” is defined as patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- We make no guarantee or representation regarding a specific level of exposure or traffic to Partner. While we endeavor to foster engagement and interaction, we expressly disclaim any commitment regarding the volume of website traffic or audience exposure. Consequently, Partner acknowledges and accepts that the levels of website visitor traffic, user engagement, or other similar measures are subject to a variety of factors beyond our control. Partner agrees that CMC shall bear no liability, and no warranties are made concerning these aspects under this Agreement.
TERM AND TERMINATION
- Subject to earlier termination as provided under this Agreement, the Term of this Agreement shall be as set out in page 1 of this Agreement. The Term may be extended upon the Parties’ mutual written agreement.
- Termination: (a) We reserve the right to terminate this Agreement at our convenience, which includes, without limitation, revoking the rights granted to the Partner under this Agreement, by providing the Partner with a 7-day prior written notice; and (b) We are entitled to terminate this Agreement with immediate effect under the following circumstances: (i) The Partner is deemed in violation of any obligations as delineated under this Agreement, such as nonpayment, breach of confidentiality, infringement of intellectual property rights, non-compliance with agreed procedures, standards, and Community Rules, or contravening any representations and warranties stipulated; (ii) The Partner voluntarily or involuntarily becomes subject of bankruptcy, insolvency, liquidation, receivership or similar proceedings; or in the case of an individual, the Partner dies or becomes incapacitated; (iii) The Partner undertakes actions that bring our reputation into disrepute or causes us to bear any unforeseen legal or financial implications; (iv) There is a significant change in the regulatory or legal environment, that necessitates the termination of our Agreement for us to remain in compliance with our relevant legal, regulatory, and compliance obligations; (v) The Partner is involved or suspected of involvement in any fraudulent or illegal activities, is under investigation, or has been indicted by any law enforcement agency.
- Upon termination for cause, all fees - including those due up to and encompassing the date of termination - become due and payable immediately. This includes any agreed upon or stipulated fees that were required to be paid upfront. Please note that under these circumstances, there will be no refunds of said fees, whether fully or partially. It is incumbent on the Partner to satisfy these financial obligations without delay upon the termination of the contract.
- Upon termination or expiry of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect including but not limited to confidentiality, indemnity, limitations of liability, dispute resolution, and any terms naturally expected to endure beyond termination.
ANNOUNCEMENTS
- Unless our prior written consent is obtained, Partner may not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, or the wider transactions contemplated by it.
CONFIDENTIALITY
- Subject to the terms of this Agreement, Partner undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information belonging to us (“our Confidential Information”), which Partner had obtained under this Agreement. Partner may only use our Confidential Information for purposes of exercising Partner’s rights and to perform Partner’s obligations under or in connection with this Agreement.
MISCELLANEOUS
- Partner represents that it is familiar with (i) the U.S. Foreign Corrupt Practices Act 1977, (ii) the UK Bribery Act 2010, and (iii) other public and commercial anti-bribery laws which may apply, and (iv) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption) (“Anti-Bribery Laws”). Partner represents that performance under this Agreement will be made in compliance with the Anti-Bribery Laws and neither Partner, nor any of Partner’s directors, officers, agents or employees acting on behalf of Partner, has taken any action that will cause us to be in breach of any applicable Anti-Bribery Laws.
- Without reference to choice or conflict of law principles and rules otherwise applicable, this Agreement shall in all respects be governed, construed and interpreted by the laws of the Republic of Singapore. The Parties hereby irrevocably consent and agree that any matter or dispute arising out of or in any way connected with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration, administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore and the language of the arbitration shall be in English. The English language shall prevail.
- This Agreement does not confer any rights or remedies on any third party, save for our affiliates.
- This Agreement may be translated into another language. However, in the event of any inconsistency between the English language version and a translated version, this version shall prevail.
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