1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by The Nigerian Voice News, in compliance with Usage Restrictions, The Nigerian Voice News hereby grants you, during the Term, a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your website ("Site") the headlines, active links, or other source identifiers, and other information or materials, including any promotional taglines ("Content") that you receive from The Nigerian Voice News through the Service provided that you do not alter, edit, or delete any of the Content. The Nigerian Voice News may restrict, suspend or terminate your access to any aspect or all of the Content or Service at any time without liability. The Nigerian Voice News reserves the right to modify the Service at any time within The Nigerian Voice News's sole discretion. You acknowledge that Content availability is subject to change at the The Nigerian Voice News's sole discretion.
2. RESERVATION OF RIGHTS. The Content is protected by the copyright laws of the United States and international copyright treaties. As between the parties, title, ownership rights, and intellectual property rights in and to the Content, and any copies or portions thereof, shall remain in The Nigerian Voice News. The Nigerian Voice News shall retain all rights to the Content and Services not expressly granted to you under Section 1 of this Agreement. You agree not to do anything contesting or impairing the rights of The Nigerian Voice News in and to any of the Content and Services.
3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless otherwise consented to by The Nigerian Voice News, you may not, directly or indirectly: (a) sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Content or any portion thereof; or delete or fail to display any promotional taglines included in the Content (b) rent, lease, or otherwise transfer rights to the Content; (c) display the name, logo, trademark or other identifier of another person (except for The Nigerian Voice News or you) on your Site in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Content on the Site; (d) remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or date-line on other mark or source identifier included on Content or in the Services, including without limitation, the size, color, location or style of The Nigerian Voice News's marks; (e) encumber or suffer to exist any lien or security interest on the subject matter of this Agreement; (f) make any representation or warranty on behalf of The Nigerian Voice News; or (g) use Content or Services on any Site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18, provides material that is grossly offensive to the online community, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity, promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or use the Content or Services in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by The Nigerian Voice News, you will: (i) display all Content on your Site in the exact form received by you, and not modify or edit any of the foregoing without The Nigerian Voice News's prior written consent; (ii) ensure that the fundamental meaning of the Content is not changed or distorted; (iii) comply with all applicable laws and all limitations and restrictions (if any) placed by The Nigerian Voice News on the use, display or distribution of any Content ("Usage Restrictions"); (iv) give The Nigerian Voice News complete and accurate registration information when requested to do so; and (v) delete and remove any Content and related Hyperlinks from your Web site after a maximum of seven (7) days and not archive any Content for access by users at any future date after the Content has been removed from the your Web site.
You acknowledge that the service must link and redirect to the appropriate The Nigerian Voice News web page when a user clicks on the Content (e.g. a headline). You shall not display Content in such a manner that does not allow for successful linking and redirection to, and delivery of, The Nigerian Voice News's web page, nor may you frame any The Nigerian Voice News web page. You must always stipulate that the Content is supplied by ABCNEWS.com and is protected by copyright and owned by The Nigerian Voice, Inc.
The Nigerian Voice News assumes no liability for your activity in connection with the Services and the Content or for the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement. You will not attempt to hide your identity, represent yourself as someone else, compromise or attempt to compromise the security of any account, or interfere or attempt to interfere with the proper working of Services. If you use, or attempt to use, any Service or Content beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by The Nigerian Voice News, or attempt to, tamper, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service or the Content, then, in addition to termination of this Agreement, you be subject to appropriate legal and equitable action.
4. CONFIDENTIALITY. During the term of this Agreement, you may have access to some of The Nigerian Voice News's nonpublic technical or product information ("Proprietary Information"). Such Proprietary Information shall belong solely to The Nigerian Voice News. You shall not, except as expressly authorized by this Agreement, use or disclose Proprietary Information without the prior written consent of The Nigerian Voice News unless such Proprietary Information becomes part of the public domain through no fault of yours. You agree (i) not to disclose any Proprietary Information to any third parties, (ii) not to use any Proprietary Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Proprietary Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. You acknowledge and agree that due to the unique nature of The Nigerian Voice News's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow you or third parties to unfairly compete with The Nigerian Voice News resulting in irreparable harm to The Nigerian Voice News, and therefore, that upon any such breach or threat thereof, The Nigerian Voice News shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
5. PUBLICITY. The Nigerian Voice News may use your name in releases, customer lists, marketing and other materials. Unless otherwise expressly permitted by The Nigerian Voice News, you may not create, publish, or distribute any items that reference The Nigerian Voice News without first submitting those items to The Nigerian Voice News and receiving The Nigerian Voice News's written consent.
6. WARRANTY DISCLAIMER. You represent and warrant to The Nigerian Voice News that your Mark(s) and/or content on your Web site, other than the Content, do not and will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules). The Nigerian Voice News represents and warrants that the The Nigerian Voice News Mark(s) and/or Content do not and will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules). The Nigerian Voice News makes no representations concerning any interruption in Service. The Nigerian Voice News PROVIDES THE CONTENT AND SERVICE ON AN "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, AND The Nigerian Voice News HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL The Nigerian Voice NEWS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF SERVICES, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE CONTENT RELATED TO NON-PAYMENT OF LICENSE FEES, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL The Nigerian Voice NEWS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE CONTENT, EVEN IF The Nigerian Voice News SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF THE PROVIDERS, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8. INDEMNITY. You hereby agree to fully indemnify, defend and hold The Nigerian Voice News and their respective affiliates, officers, directors and licensors (collectively, the "Provider Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by you in connection with: (i) any use or alleged use of the Service or the Content through your account by any person, whether or not authorized by you; or (ii) your Site or (iii) any breach of Sections 2-5. The Nigerian Voice News reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with The Nigerian Voice News's defense of such claim.
9. TERMINATION. The term of this Agreement will begin when you click on the "Accept" button below and will continue until terminated in accordance with this Section. Unless otherwise agreed to by The Nigerian Voice News, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Content from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by The Nigerian Voice News, The Nigerian Voice News may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Content or Service at any time without liability. You agree to destroy or return to The Nigerian Voice News all copies of the Content and all Proprietary Information promptly upon learning of such Termination. Sections 2 through 8 and 10 and 11 shall survive termination of this Agreement.
10. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under the internal laws and jurisdiction of the State of New York. Any action to enforce this agreement shall be brought in the federal or state courts located in New York, New York. You may not assign this Agreement without The Nigerian Voice News's prior written consent; any assignment by you without such consent shall be null and void. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty. The Nigerian Voice News is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Service or other online service, or network. You certify you are legally permitted to use the Services and access the Content, and if you are an individual, you are over 18 years of age. You take full responsibility for the selection and use of the Services and access of the Content. This Agreement is void where prohibited by law, and the right to access the Content is revoked in such jurisdictions. The sections headings appearing in this Agreement are inserted only as a matter of convenience and shall not be interpreted as substantive. Nothing in this Agreement will be deemed to limit or restrict The Nigerian Voice News from entering into agreements with any other person covering services similar to your Site or from offering such similar services itself. The parties hereto are independent contractors, and nothing in this Agreement creates any Providership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf and you shall not make any statement, on your site or otherwise, that contradicts anything in this Section.