Linking Agreement  For The Vewd Content Catalogue

Linking Agreement
For The Vewd Content Catalogue

This Linking Agreement (“Agreement”) is a legal contract between: Vewd Software AS, a Norwegian company with a principle place of business at Fridtjof Nansens plass 5, NO-0160 Oslo, Norway (“Vewd”); and you, a publisher of online services and/or content (“You” or “Publisher”). This Agreement sets forth the terms and conditions applicable to the promotion of Your online services and/or content (“Content”) via vewd’s TV content catalogue (“Catalogue”).

Preamble

The Catalogue consists of promotional web pages generated by Vewd which link to content optimized for the connected TV, set-top-box and similar devices (“Devices”) of Vewd’s hardware and software distribution partners (“Distributors”). By linking Your Content to a promotional page in the Catalogue, You have an opportunity to promote such Content directly to the end-users of the Devices of participating Distributors.

Terms & Conditions

1. Account Set Up

To promote Your Content to end users of Devices, You must: (a) register and create a profile via Vewd’s online submission portal (“Portal”); (b) agree to the present Agreement; (c) submit promotional materials in accordance with Section 2 of this Agreement (“Materials”); (d) select the regions or countries in which You wish to promote Your Content (“Territory”); and (e) submit any desired restrictions as to permissible Devices and/or Distributors. You may access the Portal and update the foregoing information at any time.

2. Submission of Materials

To promote Your Content within the Catalogue, You must provide, or authorize Vewd to collect, promotional Materials in one or more of the following manners:

  1. Publisher Web Applications. Where You host the web application for Your Content (the “Publisher Web Application”), You must provide Materials via the Portal including icons, thumbnails, screenshots, links, content descriptions, and URLs. The Materials will be used to generate a promotional web page linking to Your Publisher Web Application. For the avoidance of doubt, You will continue to host and serve Your Content (which term includes the Publisher Web Application).
  2. Vewd Snap Web Applications. If Your Content is video content hosted by a supported content delivery network and You submit such Content using the Vewd Snap tool, You authorize Vewd to access the content delivery network’s API, RSS feed or the like (“Feed”) to use the data associated with your Content and made available via the Feed (including but not limited to Materials such as background images, icons, thumbnails, content descriptions and playlists) to generate a promotional web page for the Catalogue and an Vewd hosted web application linking to Your Content (a “TV Snap Web Application”). For the avoidance of doubt, Your content delivery network will continue to host and serve Your Content (which term excludes the TV Snap Web Application).
  3. Additional Marketing Materials. At Your option, You may provide demo reels or other marketing Materials associated with Your Content for Vewd and Distributors’ use in promoting the availability of Your Content via the Catalogue and on Devices.

 

3. Moderation

Vewd will review the Materials and test the linked Content on available Devices in the manner deemed reasonable by Vewd in its discretion. If technical issues are discovered during testing on one or more Devices, You will receive a notice by email detailing such issues. You may re-submit in Your discretion. At such time as the Content is approved by Vewd for a particular Device, You will receive a notice by email of such approval and, unless You have specified otherwise, the Materials may be included in the Catalogue available for review and testing by the Distributor of such Device. At such time as Your Content may be accepted by the Distributor of a Device, Vewd will notify You by email.

4. Publishing

Your Materials may be included in the Catalogue for such Devices as are acceptable to You and the relevant Distributor(s). Neither You, Distributors nor Vewd are under any obligation to include the Materials in the Catalogue made available to the end-users of any particular Device. Vewd may temporarily or permanently suspend the Content at any time as to one or more Devices if requested by the relevant Distributor or by law enforcement, or if Vewd determines in its reasonable discretion that the Content is or is likely to be the subject to a legal claim, or if the Materials or Content does not comply with the terms and conditions of this Agreement.

5. Licenses

Subject to the terms and conditions of this Agreement and any restrictions as to Territory, Device or Distributor which You set via the Portal, You hereby grant a limited, non-exclusive, royalty-free license: (a) for Vewd to use the Materials to generate promotional web pages for Your Content within the Catalogue; (b) in the case of Content submitted using the Vewd Snap tool only, for Vewd to use the Materials to generate a web application linking to Your Content; and (c) for Vewd and Distributors to use, test, market and publically display the Materials in connection with the promotion of the Vewd and/or the Devices on which the Catalogue is available. Vewd hereby grants You a limited, non-exclusive, royalty-free license to the Vewd trademark and logo (“Vewd Mark”) for Your use in promoting the availability of Your Content via the Catalogue. Vewd’s use of the Materials and Your use of the Vewd Mark shall be in accordance with the Vewd Trademark Guidelines (vewd.com/company/brand-resources), and subject to such standard trademark usage guidelines as You may provide to Vewd via the Portal.

6. Term & Termination

This Agreement shall continue in effect until terminated. Either party may terminate this Agreement for any reason by delivery of a written notice to the other party at least ninety (90) days prior to the effective date of termination. Upon termination of this Agreement, the licenses granted in Section 5 shall automatically expire. Sections 6 through 12 of this Agreement will survive termination of this Agreement by either party.

7. Publisher’s Responsibilities

You shall be solely responsible for Your Materials and Content and for updating the profile information provided during registration as necessary. In the case of Publisher Web Applications only, Your responsibilities include, without limitation: (i) including, if necessary, a privacy policy and/or terms of service within the Publisher Web Application to govern the end user’s rights to access and use the Content; (ii) providing end users with Your contact email address at an appropriate place within the Publisher Web Application and communicating as necessary with end users; and (iii) responding within a reasonable period of time to any end user complaints or support requests relating to the Publisher Web Application. You agree that You will be solely responsible for protecting the privacy and legal rights of end users of Your Publisher Web Application. If end users provide You with, or the Publisher Web Application gathers or accesses, usernames, passwords or other log-in information, or any personally identifiable information about end users (“End User Information”), You represent and agree that You will: (i) make end users aware that the End User Information will be available to You; (ii) if You store End User Information, You will do so securely and only for as long as it is needed; and (iii) You will use the End User Information only for the limited purposes for which the end user has given You permission to do so and, in any case, not in any manner that would violate Your privacy policy.

8. Warranties

You hereby represent and warrant to Vewd that: (i) the Materials and Content will comply with all applicable laws and regulations in the Territory; (ii) You have all necessary rights to grant the license set forth in Section 5 and to offer the Materials and Content in the Territory without infringement of any copyright, trademark, patent, publicity right, or other intellectual property right; and (iii) You are neither listed on the U.S. Specially Designated Nationals (SDN) List (http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) nor otherwise associated with any of the listed individuals or organizations. Except for the express representations and warranties set forth in this Agreement, neither You nor Vewd make any other representations or warranties. Each party expressly disclaims all other representations or warranties.

9. Indemnification

You hereby agree to indemnify and defend Vewd and Distributors from and against all claims, demands, actions, proceedings, liabilities, costs, and expenses based on any claim that arises as a result of Your Materials, Your Content, or Your breach of this Agreement including any warranty or representation set forth herein.

10. Limitation of Liability

In no event will either party be liable for any special, punitive, or exemplary damages arising out of or related to this Agreement, even if such party knew of or should have known of the possibility of such damages. In no event shall Vewd’s total cumulative liability for all claims arising out of or related to this Agreement exceed 10,000 USD. The parties agree that this Section reflects a reasonable allocation of risk and that each party would not enter into this Agreement without these limitations on liability.

11. General

You and Vewd hereby agree that: (i) Vewd may disclose this Agreement to Distributors on a confidential basis; (ii) if any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect; (iii) the waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach; (iv) nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the parties; and (v) this Agreement is the entire agreement between the parties and supersedes all other agreements, arrangements, or understandings in relation to the subject matter of this Agreement.

12. Governing law. Arbitration of disputes

This Agreement shall be governed by and construed under the laws of the State of New York (without regard to conflicts of laws principles).  Any dispute, claim or controversy arising out of or relating to this Agreement (including the breach, termination, enforcement, interpretation or validity thereof, and the determination of the scope or applicability of this Agreement to arbitrate), shall be determined exclusively by binding arbitration in New York County, New York before one arbitrator, and each party hereby irrevocably submits to the jurisdiction of such arbitrator.  The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.  The arbitrator may allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  Any award rendered by such arbitrator may be entered or enforced by any court of competent jurisdiction.  Notwithstanding the foregoing, nothing in this Agreement will be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect either party’s name, proprietary information, trade secrets, know-how, or any other intellectual property rights.  Because both parties to this Agreement have had the opportunity to negotiate individual provisions of this Agreement, the parties agree that any arbitrator or court shall not construe any ambiguity that may exist in this Agreement against a party on the basis of that party having drafted the Agreement.

13. Notices

All notices required or permitted by this Agreement must be in writing and delivered: (i) to You via email at the address provided during registration; and/or (ii) to Vewd via email to content@vewd.com.

14. Amendment

Vewd may amend this Agreement by delivering notice of the new agreement to You. You may reject the revised agreement by providing to Vewd, within fourteen (14) calendar days, a written notice requesting to have Your Materials removed from the Catalogue. If You do not make such a request within that time period, then the revised agreement will be legally binding.

BY CHECKING THE “I ACCEPT” BOX, YOU REPRESENT AND WARRANT THAT: (A) THE INFORMATION PROVIDED IS TRUE AND ACCURATE; (B) YOU ARE AT LEAST 18 YEARS OLD; (C) IF AGREEING ON BEHALF OF A COMPANY, YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND HAVE THE POWER AND AUTHORITY TO ENTER INTO AND BIND COMPANY TO THIS LINKING AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LINKING AGREEMENT, UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS.