Licensing Terms and Conditions
THIS LICENSE AND PUBLICATION AGREEMENT (THE AGREEMENT) APPLIES TO LICENSES PURCHASED OVER THE INTERNET. IT IS BETWEEN THE PURCHASER (LICENSEE) AND NATION MEDIA GROUP. BY OPENING AN ACCOUNT AND OBTAINING TEXT, IMAGES, PHOTOS, VIDEOS, GRAPHICS, AUDIOS, AND/OR ANY OTHER CONTENT, YOU ACCEPT TO BE BOUND BY THE CONDITIONS BELOW.
1. DESCRIPTION AND SPECIFICATIONS.
NMG hereby grants to You the permission to publish Licensed Material comprised of English or Swahili language news articles, text, photographs, cartoons, graphics, video, audio and other materials selected, laid out and provided by NMG in the Schedule according to the stipulations of Clause 4 thereof.
By “You”, is meant whoever registers on this site and creates an account, the employer of such a person if he does it on behalf of an employer, or, an entity such as a corporation. By creating an account, the account creator represents that he has the power to bind the entity concerned.
2. NMG’S RESPONSIBILITIES.
NMG shall deliver the Licensed Material to You via http://syndication.nation.co.ke or any other website identified through written notification as suitable for delivering Licensed Material.
3. YOUR RESPONSIBILITIES.
(a) You will, if required by NMG, deliver to it a copy of each edition of the Newspaper that includes the Licensed Material.
(b) You will be responsible for the acquisition and maintenance of equipment required to receive Licensed Material from NMG.
(c) You represent and warrants that the Licensed Material will not be edited, translated or abridged by You in a manner that alters the meaning or tone of the Licensed Material so as to make NMG subject to a successful claim for libel, invasion of privacy any related tort, or any other law under the laws of Kenya.
(d) Copyright Notice. - You shall ensure that in any display or reproduction of Licensed Material, You shall specifically credit NMG as the source of the Licensed Material through a copyright notice or byline, or the use of NMG’s trademarks as identified in clause 5 hereunder. You must credit photographs with the name of the photographer as follows: [PHOTOGRAPHERS NAME: NATION MEDIA GROUP]
4. LIMITS OF LICENSE
(a) In consideration of the Fees as defined in Clause 6 hereof, NMG hereby grants to You a limited, non-exclusive, non-transferable license, to use only as required or permitted by this Agreement
i. The Licensed Material contained in the Transmission and
ii. NMG’s trademarks subject to Clause 5 hereunder.
(b) You, by consenting to this Agreement, undertake not to license or sublicense the Licensed Material to any other Party.
(c) This license extends publication rights of the Licensed Material in the publications mentioned in writing to NMG only, and in the medium mentioned in writing to NMG only, unless otherwise specified.
(d) This license allows You to crop, Licensed Material, but may not in any way distort the integrity or meaning, of the Licensed Material.
(e) Licensed Material cannot be used in Logos, Trade Marks, or any other corporate identified without the written permission of NMG.
(f) Licensed Material cannot be used on social networking sites such as MySpace, Facebook, YouTube, etc.
(g) This license allows You to reuse Licensed Material over a one month period from the day of first publication. Written permission must be sought from NMG to permit further reuse.
(h) This license shall terminate automatically upon expiration or termination of this Agreement.
5. PROPRIETARY RIGHTS AND RESTRICTIONS.
All Licensed Material is and shall remain the property of NMG , protected by the Laws of Kenya and copyright and other applicable law, and may not be edited, reproduced, stored in print or electronic format, transmitted, distributed, broadcast or disseminated in any format, or otherwise used by You other than as necessary to publish the Licensed Material in accordance with this Agreement.
(a) You acknowledges and agrees that
(i) NMG owns all right, title and interest in and to the Newspaper(s) names and trademarks as well as all the column headings contained therein (collectively the "NMG Marks");
(ii) any use by You of NMG Marks licensed hereunder shall inure to the benefit of NMG; and
(iii) You shall not directly or indirectly assert any right, title or interest in or to the NMG Marks or any registration or application for registration thereof. The NMG Marks may not be used by You without the prior written approval of NMG. Nothing contained in this Agreement shall be construed as conferring any right upon either party to use in advertising, publicity, promotion, marketing or other activities, any name, trade name, trademark, or other designation of the other party (including any contraction, abbreviation, or simulation of any of the foregoing) without the prior written consent of such party.
(iv) In the event of infringement by a third party of any NMG Mark, NMG shall have the sole right to institute and conduct litigation against such infringer, and You agrees to cooperate with NMG in such event.
6. FEES AND MODE OF PAYMENT.
(a) You shall in consideration for the Licensed Material pay to NMG a fee in the sum indicated on the website http://syndication.nation.co.ke through the international accepted credit cards or mobile money services indicated on this website.
7. REPRESENTATIONS AND WARRANTIES.
(a) You hereby represents, warrants and covenants that (i) it is validly existing and in good standing under the laws of its state or country of incorporation; (ii) it has the unrestricted right to enter into and perform its obligations under this Agreement; and (iii) it has the power to own its assets and properties and to carry on its business as now being conducted.
(b) You hereby represent, warrant, and covenant that this Agreement (i) has been duly authorized, executed and delivered; (ii) constitutes the valid and binding obligation of such party enforceable in accordance with its terms;
(c) You hereby represents warrants and covenants that Your use of Licensed Material (i)will not violate any applicable law, statute, rule or regulation, or court or administrative agency judgment or decree; (ii) will not be used for pornographic or other unlawful purposes and (iii) will not conflict with, or result in any breach or default of any of the terms and conditions of any document or any agreement to which You are a party.
(d) You hereby represent, warrant, and covenant, that it has obtained any and all necessary permits, licenses, approvals, consents and authorizations from any governmental agencies or entities, and from any other parties, that may be required for complete and timely performance of its obligations under this Agreement.
(e) Except as expressly set forth in this agreement, NMG does not makes any warranties, guarantees, or representations including without limitation, any warranty of accuracy, completeness, relevance , punctuality, merchantability, fitness for a particular purpose, or non-infringement of any intellectual property rights.
(f) NMG, its affiliates and agents shall not be liable to You for any loss or damage, direct or indirect, resulting from any downtime, delays interruptions or contingencies in production or transmission of Licensed Content, or any errors or omissions in the information contained in any transmission.
(g) Neither NMG nor any of its successors or affiliates or agents shall be liable to You for any loss or injury caused in whole or part by contingencies beyond their control in procuring, compiling, interpreting, editing, writing, reporting or delivering any information contained in the Licensed Material or the transmission.
(h) Under no circumstances will NMG, its affiliates, or agents be liable to You for any decision made or action taken by You in reliance upon this Agreement or for any consequential, special or similar damages, even if advised of the possibility of such damages.
(a) You will defend and indemnify NMG against any claim arising from Your editing and publication of any part of the Licensed Material in a manner that materially changes the substance of such Licensed Material as provided by NMG.
(b) If NMG invokes Your obligation to defend and indemnify NMG as stated herein, it will give prompt notice to You of the claim, including all particulars thereof, and the assertion of its rights under this paragraph. The indemnity referred to herein shall cover any award, judgment or settlement, as well as reasonable Legal costs and Advocates’ fees.
9. TERM AND TERMINATION.
(a) The Term of this Agreement shall commence on the date an account is created on the website http://syndication.nation.co.ke, and shall continue in full force and effect in perpetuity unless additional permissions are sought from NMG.
(b) If at any time NMG shall in its sole judgment determine that the quality of the Licensed Material as reproduced by You including but not limited to the quality of the printing and production, is lower than that of editions of the Newspaper(s) then NMG shall give written notice to You specifically identifying the problem. If the Licensee does not respond to NMG’s complaint and remedy the problem within thirty (30) days from receipt of written notice, NMG may immediately terminate this Agreement.
(c) Either party may terminate this Agreement immediately in the event of any of the following: (i) the other party's failure to comply in all material respects with any representation, warranty or covenant, or with any material term or condition, made or contained herein, including without limitation, any payment requirements, any obligations to deliver information or materials on a timely basis and any restrictions on the use of information contained in the Transmission; or (ii) Insolvency of any party ; or (iii) it becomes illegal for any party to fulfill its obligations under this Agreement.
(d) Upon the Termination of this Agreement, NMG shall immediately cease the Transmission of Licensed Material to You. You shall delete and cease to publish, disseminate and reproduce all Licensed Material in their possession.
(a) All notices hereunder shall be in writing and in the English language and shall be delivered in person, by registered mail, return receipt requested, or sent by overnight courier service, to the address of the party set forth above, or to such other addresses as may be stipulated in writing by the parties. Unless otherwise provided, notice shall be effective on the date it is officially recorded as delivered.
(b) This Agreement may not be amended except by written instrument executed by both parties.
(c) No assignment of this Agreement may be made by either party without the written consent of the other.
(d) If performance by either party of its duties and obligations hereunder in a timely manner is prevented by reason of any act of God, strike, labor dispute, flood, public disaster, equipment or technical malfunctions or failures, power failures or interruptions or any other reason beyond its reasonable control, such condition shall be deemed to be a valid excuse for delay of performance or for nonperformance of any such duty or obligation.
(e) The terms of this Agreement shall be treated as Confidential Information by You and NMG and shall not be disclosed except as required by law or with the permission of the other party.
(f) Notwithstanding the termination of this Agreement, those rights and obligations that by their nature are intended to survive such termination shall survive, including without limitation, the provisions of this sub-clause and of sub-clause (j) herein, and of Clauses 4 and 7 hereof.
(g) This Agreement contains the entire understanding of the parties and terminates and supersedes all previous oral or written agreements relating to the subject matter hereof.
(h) Each party agrees to take such future actions that the other party reasonably believes are necessary to carry out the intent and purposes of this Agreement and the transactions contemplated hereby, including without limitation, the execution of any trademark licenses or other agreements, documents or instruments, and the filing thereof, or of this Agreement, with any governmental entity.
(i) Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under any law applicable to this Agreement or either party, but if any provisions of this Agreement shall be prohibited by or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provision of this Agreement.
(j) This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Kenya.
(k) In the event of conflict or dispute regarding this Agreement, the parties agree to submit such dispute to an Arbitrator appointed by the parties and failing such agreement to an Arbitrator appointed by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch) and decision of such Arbitrator shall be final.