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PURCHASE TERMS & CONDITIONS

THIS AGREEMENT ENTITLES THE PURCHASER TO EXCLUSIVE USE OF THE NEWS DIRECT SPONSORED CONTENT PRODUCT AT THE AGREED UPON RATE OF $50 PER POST.  

ALL POST TOPICS MUST ADHERE TO GOOGLE CONTENT POLICIES.

PURCHASER IS ENTITLED TO INCLUDE UP TO TWO (3) DO-FOLLOW BACKLINKS IN EACH POST, PROVIDED THEY ADHERE TO GOOGLE BACKLINK QUALITY STANDARDS, INCLUDING, BUT NOT LIMITED TO, LINKING TO SITES WITH A DOMAIN RANKING OF 55 OR ABOVE. NEWS DIRECT WILL NOT INCLUDE ANY TAGS OR REFERENCES WITHIN THE CONTENT IDENTIFYING IT AS SPONSORED OR PAID CONTENT.

SPECIFIC TOPICS THAT ARE NOT ACCEPTABLE INCLUDE, BUT ARE NOT NECESSARILY LIMITED TO, HEALTH SUPPLEMENTS (BANNED BY GOOGLE), CBD-RELATED CONTENT AND KRATOM,  ONLINE DATING, ANY CONTENT THAT IS PORNOGRAPHIC OR OVERTLY SEXUAL IN NATURE OR RELATED TO FETSIHES OR OTHER DEVIANT SEXUAL OR VIOLENT BEHAVIORS. ADDITIONALLY, ANY TOPICS THAT ARE CURRENTLY UNDER AN EXCLUSIVE AGREEMENT WITH NEWS DIRECT ARE UNAVAILABLE DURING THE TERM OF THE EXCLUSIVE.  ASK A NEWS DIRECT REPRESENTATIVE FOR A LIST OF SUCH TOPICS.

POSTS ARE GUARANTEED TO BE LIVE FOR A MINIMUM OF ONE YEAR, ALTHOUGH THEY WILL REMAIN ACTIVE FOR AN INDEFINITE PERIOD BEYOND ONE YEAR  UNLESS THE GUEST POSTING PRODUCT IS DISCONTINUED FOR ANY REASON OR IF CONTENT IS DETERMINED TO BE IN VIOLATION OF NEWS DIRECT’S CONTENT ACCEPTABILITY GUIDELINES.  SUCH VIOLATIONS WILL RESULT IN NEWS DIRECT INITIATING ITS RIGHT TO REMOVE CONTENT AT ITS SOLE DISCRETION.  THOSE GUIDELINES ARE DETAILED BELOW. 

CONTENT ACCEPTABILITY GUIDELINES

Content is in violation of Google Content policies or otherwise can result, or have resulted, in damage to News Direct’s domain ranking, authority, reputation or brand or is determined to be illegal, misleading, unethical, defamatory, discriminatory on the basis of race, religion, ethnicity, gender or sexual orientation, politically or otherwise inflammatory or contains hate speech or incitement of violence or harm to any individual or group.

PURCHASER RETAINS THE UNLIMITED RIGHT TO UPDATE THE  CONTENT OF PUBLISHED ARTICLES DURING THE 12-MONTH TERM. HOWEVER SUCH UPDATES MUST NOT MATERIALLY CHANGE THE MEANING, STRUCTURE AND PURPOSE OF SUCH CONTENT.

ANY BREACH TO THE TERMS AND CONDITIONS CONTAINED HEREIN WILL RESULT IN A REMOVAL OF THE OFFENDING CONTENT IF A REMEDY IS NOT IMPLEMENTED WITHIN  7  DAYS OF SUCH BREACH.   IN THE EVENT THAT THE BREACH IS NOT CURED WITHIN THE 7-DAY PERIOD, NEWS DIRECT WILL NOT BE LIABLE TO REFUND ANY PORTION OF THE FEES PAID.

NEWS DIRECT PROVIDES CUSTOMER AND AUTHORIZED USERS ACCESS TO ITS WEB-BASED  PLATFORM (“PLATFORM”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER AND ALL AUTHORIZED USERS ACCEPT AND COMPLY WITH ALL TERMS AND CONDITIONS IN THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, CUSTOMER REPRESENTS, WARRANTS AND AGREES: (A) TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS; (B) IS 18 YEARS OF AGE OR OLDER;(C) HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND CUSTOMER (BOTH AS AN INDIVIDUAL AND ON BEHALF OF ITS BUSINESS ENTITY); AND (D) WILL CAUSE ALL AUTHORIZED USERS TO COMPLY WITH THIS AGREEMENT. IF CUSTOMER DOES NOT ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, NEWS DIRECT SHALL HAVE NO OBLIGATION TO PROVIDE CUSTOMER OR AUTHORIZED USERS ACCESS TO THE PLATFORM AND MAY IMMEDIATELY SUSPEND CUSTOMER’S AND AUTHORIZED USERS’ ACCESS TO THE PLATFORM. IF CUSTOMER DOES NOT AGREE TO ANY TERM OR CONDITION HEREIN, CUSTOMER MUST NOT ACCESS OR USE THE PLATFORM AND MUST NOT PERMIT ANY AUTHORIZED USER TO ACCESS OR USE THE PLATFORM. “AUTHORIZED USERS” MEANS ANY INDIVIDUAL OR ENTITY WHO IS AUTHORIZED BY CUSTOMER TO USE THE PLATFORM UNDER CUSTOMER’S ACCOUNT. OTHER THAN CUSTOMER’S EMPLOYEES ACTING ON CUSTOMER’S BEHALF, CUSTOMER SHALL OBTAIN NEWS DIRECT’S WRITTEN CONSENT PRIOR TO AUTHORIZING  ANY INDIVIDUAL OR ENTITY TO ACCESS OR USE THE PLATFORM. IN THE EVENT ANY  PROVISION OF THIS AGREEMENT CONFLICTS WITH OR IS INCONSISTENT WITH ANY PROVISION OF THE NEWS DIRECT TERMS AND CONDITIONS, THE PROVISION OF THIS AGREEMENT SHALL PREVAIL. CUSTOMER MAY PROVIDE AUTHORIZED USERS ACCESS TO THE PLATFORM UPON NOTIFICATION OF NEWS DIRECT. 

1. FEES AND PAYMENT TERMS. Customer agrees to pay to News Direct fees in the amounts and on the terms set forth in paragraph 1 of this agreement. Unless otherwise agreed by the Parties in writing, all Fees are due and payable upon receipt of invoice. News Direct has the right to suspend Customer’s access to the Platform should Customer default in the payment of Fees, or any part thereof.
2. CUSTOMER CONTENT; CUSTOMER REPRESENTATIONS AND WARRANTIES. Any and all  data, information, content, material or works of authorship that Customer or any Authorized User makes available to News Direct or submits or enters into the Platform, together with all copies, reproductions, enhancements, modifications, edits, additions, adaptions or derivative works made thereof by Customer or any Authorized User through the Platform or by News Direct (through services or the Platform) is collectively “Customer Content”.  Subject to Section 4, Customer hereby grants to News Direct, and Customer will cause all Authorized Users to grant to News Direct, its licensors, service providers and contractors, a non-exclusive, sublicensable, perpetual, irrevocable, worldwide, royalty-free license to use, host, reproduce, copy, distribute, display, publish, and create derivative works of Customer Content in any and all ways necessary for the provision of the Platform and its functionality to Customer and for all other legitimate business purposes of News Direct (“Changes”); provided that all such Changes are consistent with the goals of Customer. Customer represents and warrants to News Direct that: (a) the content of all Customer Content is and will be true, accurate, complete and original; (b) Customer and Authorized Users have, and will maintain at all times, all legal rights necessary to grant the licenses to News Direct set forth in this Agreement and to make Customer Content available to News Direct for use and distribution in connection with the Platform; (c) Customer Content, and News Direct’s use and distribution thereof, does not, and will not, violate or infringe upon any copyright, patent, trade secret, trademark, or other intellectual property right, or any proprietary, personal, privacy, or other right worldwide of any other person or entity; (d) Customer Content was, and will be, collected, created and distributed in compliance with all federal, state, local, or foreign laws, rules, regulations, statutes, ordinances or directives (“Laws”); (e) all content of Customer Content, and News Direct’s use and distribution thereof, does not, and will not, violate any Law; (f) Customer Content does not, and will not, contain anything defamatory, libelous, obscene, harassing, violent, threatening, immoral, pornographic, indecent, false, deceptive, fraudulent, misleading or anything that promotes discrimination on the basis of race, color, national origin, religion, sex, gender, age, disability, sexual preference, pregnancy, familial status or veteran status or promotes illegal activity; (g) Customer Content does not, and will not, contain any viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; (h) Customer Content is not subject to any “open source license” or “copyleft license”, as those terms are generally understood in the software industry;  (i) Customer Content will not include any personal information from or about children under the age of 16; (j) if Customer Content includes the name, logo, trademark, ticker symbol or any other property of any third party, Customer and Authorized Users have, and will maintain at all times, such third party’s written consent to include such property in Customer Content; and (k)News Direct may, in its sole discretion and judgment, reject Customer Content for any reason, or remove any Customer Content, in each case if it determines that the Customer Content is objectionable or may result in liability.  News Direct may disclose Customer’s or Authorized Users’ identity and other related information to any third party who claims that Customer Content violates their intellectual property or other proprietary rights. News Direct has no obligation to verify Customer Content complies with this Section 2. Customer covenants to comply at all times with News Direct’s Privacy Policy at  https://newsdirect.com/privacyPolicy, incorporated herein by reference. For clarity, and not in lieu of any other remedies available to News Direct under this Section 2 or any other section of this Agreement, News Direct reserves the right to bring legal action against Customer in cases in which Customer has violated the terms of this Section 2 and caused damage to News Direct either financially or reputationally with other customers and/or downstream receiving points.
3. USE RESTRICTIONS. The Platform, any documentation of News Direct or any tangible or intangible property of News Direct, including, without limitation, the underlying software of the Platform, together with all copies, reproductions, enhancements, modifications, edits, adaptions or derivative works thereof, are collectively “News Direct Property”. Customer and Authorized Users will not use News Direct Property for any purposes beyond the scope of the access to the Platform granted in this Agreement. 

Customer and Authorized Users will not at any time, directly or indirectly, and will not permit any third party to: (a) copy, modify, or create derivative works of News Direct Property, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available News Direct Property; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (d) remove any proprietary notices from News Direct Property; or (e) use News Direct Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity or that violates any Law. Customer will cause all Authorized Users to comply at all times with all representations, warranties, covenants, obligations and restrictions in this Agreement. Customer will be liable to News Direct for any breach by any Authorized User of any 
representation, warranty, covenant, obligation or restriction in this Agreement. 

4. INTELLECTUAL PROPERTY. Notwithstanding anything to the contrary herein or  elsewhere, Customer acknowledges and agrees that, and will cause all Authorized Users to acknowledge and agree that, News Direct and its licensors and service providers are the owners of all right, title and interest in and to all News Direct Property, and all copyrights, trade secrets, patents, trademarks and other intellectual property rights therein. Customer acknowledges and agrees that, and will cause all Authorized Users to acknowledge and agree that, News Direct Property is protected by United States and international copyrights, patents, trademarks, service marks, trade secrets or other proprietary and intellectual property rights and laws, as applicable. Customer acknowledges and agrees that, and will cause all Authorized Users to acknowledge and agree that, it claims no proprietary rights in any News Direct Property. If Customer or any Authorized User is deemed to have any right, title or interest in or to News Direct 
   Property, including any intellectual property right, Customer hereby assigns to News Direct, and Customer will cause all Authorized Users to assign to News Direct, all right, title and interest, including all intellectual property rights, in and to News Direct Property. The News Direct Property may be used only in accordance with the terms and conditions of this Agreement. All pending and/or registered trademarks and service marks, and other graphics, logos, and trade names used by News Direct in connection with the Platform, and any other products or services offered by News Direct are the trademarks of News Direct or its licensors or service providers.
5. CANCELLATION, TERM AND TERMINATION. This Agreement will remain in effect for so long as Customer or any Authorized User accesses the Platform. For the avoidance of doubt, Customer may cancel this Agreement at any time, without notice, and without penalty; provided that any fees incurred prior to termination are still due and owed.  Upon termination, customer forfeits all remaining unused assets and is not entitled to reimbursement for any portion of unused assets. News Direct reserves the right to terminate or suspend access to the Platform without notice or liability if it has reason to believe that Customer or any Authorized User is in breach of any term or condition of this Agreement or upon the termination or expiration of the duration of Platform access for which News Direct has been paid. The terms of the following Sections will survive any termination or expiration of this Agreement: 2, 3, 4, 5, 6, 7, 8, 10, 11 and 12.
6.  LIMITATION OF LIABILITY. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY NEWSDIRECT, ITS PRINCIPALS, OFFICERS, EMPLOYEES, AND AGENTS, IN NO EVENT WILL NEWS DIRECT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CUSTOMER OR ANY AUTHORIZED USER OR THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR NEGLIGENCE, EVEN IF NEWS DIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY OF THE LIMITED REMEDIES OF THIS AGREEMENT FAIL TO FULFILL THEIR ESSENTIAL PURPOSE. IN NO 
   EVENT WILL NEWS DIRECT’S AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER IN AN ACTION IN CONTRACT, TORT OR NEGLIGENCE, EXCEED FEES PAID BY CUSTOMER TO NEWS DIRECT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
7. NO NEWS DIRECT WARRANTY. NEWS DIRECT RESERVES THE RIGHT TO CHANGE, ADD OR REMOVE FUNCTIONALITIES OF THE PLATFORM FROM TIME TO TIME AT NEWS DIRECT’S SOLE DISCRETION. MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET MAY MAKE NEWS DIRECT PROPERTY TEMPORARILY OR PERMANENTLY UNAVAILABLE. NEWS DIRECT PROPERTY ARE PROVIDED TO CUSTOMER AND AUTHORIZED USERS “AS IS.” NEWS DIRECT GIVES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO NEWS DIRECT PROPERTY. NEWS DIRECT HEREBY DISCLAIMS, AND CUSTOMER AND AUTHORIZED USERS EXPRESSLY WAIVE, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR AND WITHOUT LIMITING THE 
   FOREGOING, NEWS DIRECT MAKES NO WARRANTIES THAT (A) THE PLATFORM WILL MEET CUSTOMER’S OR AUTHORIZED USERS’ REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, PLATFORMS, DELIVERABLES, INFORMATION OR OTHER MATERIAL RECEIVED OR OBTAINED BY CUSTOMER OR AUTHORIZED USERS THROUGH THE PLATFORM WILL MEET CUSTOMER’S OR AUTHORIZED USERS’ EXPECTATIONS, OR (E) ANY ERRORS IN THE SOFTWARE USED TO OPERATE THE PLATFORM WILL BE CORRECTED. ALL NEWS DIRECT PROPERTY, INCLUDING WITHOUT LIMITATION ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM, ARE ACCESSED AT CUSTOMER’S AND AUTHORIZED USERS’ OWN DISCRETION AND RISK, AND CUSTOMER AND AUTHORIZED USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS RESPECTIVE COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEWS DIRECT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

8. INDEMNIFICATION. Customer agrees to indemnify, defend and hold News Direct and its respective affiliates, distributors, resellers, licensors, service providers, contractors, customers, members, managers, employees, agents, representatives, successors and permitted assigns, harmless from and against any and all claims, suits, actions, proceedings, litigation, investigations, subpoenas, damages, settlements, costs, liabilities, losses, fines, penalties, and expenses of any nature whatsoever (including, but not limited to, reasonable legal fees) (collectively, “Losses”) arising out of, based upon, relating to or resulting from: (a) the use or access of, or reliance on, News Direct Property, or any part thereof, by Customer or any Authorized User or other third party whose access to or reliance on such News Direct Property is made available, directly or indirectly, by, through or because of Customer; (b) the use, access or distribution of Customer Content by Customer or any Authorized User or other third party whose access to such Customer Content is made available, directly or indirectly, by, through or because of Customer; (c) the use, access, distribution or publication of Customer Content by News Direct; (d) content of Customer Content; (e) any negligent or willful act or omission by Customer or any Authorized User; or (f) any breach of any representation, warranty, covenant or obligation in this Agreement by Customer or any Authorized User.
9. FORCE MAJEURE. In no event will News Direct be liable to Customer or any Authorized User, or be deemed to have breached this Agreement or any other agreement between the Parties, for any failure or delay in performing its obligations under this Agreement or such other agreement, if and to the extent such failure or delay is caused by any circumstances beyond News Direct’s reasonable control, including but not limited to failures of the internet, computer systems or communications networks, pandemics, epidemics, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
10. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts in New York, New York and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Notwithstanding the foregoing, News Direct may seek injunctive relief in any court of competent jurisdiction. Each Party hereby irrevocably waives its right to a trial by jury in connection with any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder.
11. ENTIRE AGREEMENT; SEVERABILITY; SUCCESSORS AND ASSIGNS; CUMULATIVE REMEDIES. This Agreement, together with any other documents incorporated herein by reference and all agreements between the Parties regarding payment of Fees by Customer, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter, and will bind and inure to the benefit of the Parties and their successors and assigns. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.