Vubble Publisher and Licence Agreement

 

This Vubble Publisher and License Agreement, including the form used to register on the Publisher account registration webpage, which is incorporated into this agreement by reference (collectively the “Agreement”), is a binding agreement entered into by and between Vubble Inc., a corporation formed pursuant to the laws of the Province of Ontario, and the party identified in the registration form (the “Publisher”) effective on the date on which this Agreement is accepted by Publisher either by registering as an Publisher or by downloading, installing or using the Vubble Widget (the “Effective Date”).

VUBBLE PROVIDES THE VUBBLE WIDGET AND ANY OTHER SOFTWARE AND CONTENT SOLELY ON THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT AND ON THE CONDITION THAT PUBLISHER ACCEPTS AND COMPLIES WITH THEM.

BY CHECKING THE “I AGREE” BOX ON THE PUBLISHER ACCOUNT REGISTRATION PAGE OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU: (A) ACCEPT THIS AGREEMENT AND AGREE THAT THE PUBLISHER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT IF THE PUBLISHER IS A CORPORATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PUBLISHER AND BIND the PUBLISHER TO ITS TERMS.

IF PUBLISHER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, VUBBLE WILL NOT AND DOES NOT LICENSE THE VUBBLE WIDGET OR ANY OTHER SOFTWARE TO PUBLISHER AND YOU MUST NOT DOWNLOAD OR INSTALL OR USE THE SOFTWARE.

1. Delivery of Vubble Content. Subject to the terms and conditions of this Agreement, and provided that the Vubble Widget is installed in accordance with the terms of this Agreement on each Publisher website authorized by this Agreement as a part of the registration process (each a “Site”), Vubble will make selected video content from the Vubble service available to the Publisher for streaming by Publisher on the Site(s).
2. Vubble Widget. Subject to and conditional upon Publisher's strict compliance with all terms and conditions set out in this Agreement, Vubble hereby grants to Publisher a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to: (i) access the Vubble Widget Toolbox customization tool at Vubble.com/business from time to time to configure a customizable software widget that will permit Vubble to push to Publisher select content from Vubble for streaming on the Sites (the “Vubble Widget”); and (ii) copy and paste the Vubble Widget for installation solely on such computers as are owned or controlled by Publishers and that host the Site(s) and solely for use in association with the authorized Site(s).
3. License to Vubble. Publisher hereby grants to Vubble the right to install and incorporate into each Site, via the Vubble Widget, such enabling tags and software codes, including any updates, fixes, patches, cookies, beacons and other tracking devices as are necessary for Vubble to deliver the select Vubble content to the Sites and to properly track and report on viewership of the Vubble content (together with the Vubble Widget, collectively the “Software”). It is a condition to the delivery of the Vubble content to Publisher that Publisher maintain such tags and codes throughout the Term.
4. Login and Passwords. Vubble will provide Publisher with login and password information to the Vubble Site to be used by Publisher in connection with the Vubble Widget Toolbox customization tool and in connection with the delivery of select Vubble content to each Site. Publisher will not disclose or share any login or password information that is issued to Publisher with any third party and will not use the Vubble Widget to deliver Vubble content to any websites other than the Sites.
5. Software Use Restrictions. Publisher shall not, directly or indirectly: (i) use or make copies of the Software beyond the scope of the license granted under this Agreement; (ii) provide any other person with access to or use of the Software; (iii) in any way modify, translate, adapt or otherwise create derivative works of the Vubble Widget code or any other Software except solely through the use of the Vubble Widget Toolbox customization tool at Vubble.com/business; (iv) remove, delete, alter or obscure any trade-marks or content embedded in or displayed through the use of the Vubble Widget; (v) remove, delete, alter or obscure any copyright, trade-mark or other intellectual property or proprietary rights notices provided on or with the Software or Vubble content; (vi) except as expressly authorized by Section 3, copy the Software, in whole or in part; (vii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason; (viii) use the Software in violation of any law, regulation or rule; or (ix) use the Software for purposes of development of a competing software product or service or any other purpose that is to Vubble’s commercial disadvantage.
6. Compliance. Publisher will not modify the Vubble content or any other content or information contained in the tags, codes and feeds provided by Vubble. As between Publisher and Vubble, all such content and information, are proprietary to Vubble. Publisher may not disclose the content or other information contained in the tags, codes or feeds provided by Vubble to any third party and may not use such content or information for any purposes whatsoever other than the publication of the select Vubble content on the Sites in accordance with the provisions of this Agreement, and then only in accordance with applicable laws (including laws that govern commercial electronic messages; privacy laws that govern the collection, storage, disclosure, transfer or use of personal information; and data security), industry standards, and Publisher’s privacy policies and other terms and conditions applicable to its Sites.
7. No Improper Use. Publisher shall not remove, delete, alter or manipulate the tags, code, feed or any other information or content delivered by Vubble, Vubble will actively audit and monitor its platform and the Sites to ensure compliance with this provision.
8. Suspension of Service. In addition to, and not in substitution for, any other rights and remedies that may be available at law or in equity to Vubble, if Vubble determines, in its sole discretion, that Publisher has breached any of the provisions of Sections 3 to 7 of this Agreement, Vubble may suspend further delivery of Vubble content to Publisher with or without prior notice to Publisher by disabling the feed as it relates to any of the Sites.
9. Selection of Vubble Content. Publisher will be able to customize the Vubble Widget prior to its download and installation on the Site(s) and set topic or category parameters that will filter the types of select Vubble content that might be delivered by Vubble to the Site(s). However, the final selection of Vubble content that will be delivered to and displayed on the Site(s), as filtered in response to the parameters set by Publisher during its customization of the Vubble Widget, is determined by Vubble in its sole discretion.
10. User Data. Vubble may, to the extent it deems appropriate, collect and compile certain data (“User Data”) in connection with its performance of its obligations under this Agreement, including without limitation: IP addresses, browser types, device types, operating systems, referring URLs, dates and times of Site visits and Vubble content views. Vubble will not collect or receive, and User Data does not include, any personal or personally identifiable information. All User Data shall be the property of Vubble and shall be deemed to be Confidential Information (as defined in Section 14 below) of Vubble.
11. Payment. Publishers will pay the charges agreed to at the time of registration. Payment will be made on a net thirty (30) calendar day basis, meaning that the next amount payable by Publisher, inclusive of all taxes and applicable costs, is due and payable thirty (30) calendar days after the date of a correct invoice delivered by Vubble to Publisher,
12. License to Vubble Content. Subject to the terms of this Agreement and solely for the limited purposes of publishing the Vubble content delivered by Vubble on the Sites, Vubble hereby grants Publisher a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to display the select Vubble content on the Sites. The license will immediately and automatically terminate if at any time Publisher does not comply with any obligation under this Agreement on a timely basis, or otherwise upon termination of this Agreement.
13. Term and Termination. This Agreement and the license granted hereunder shall remain in effect until terminated as set forth in this Agreement (the “Term”). Either party may terminate this Agreement at any time, effective upon ten (10) calendar days’ written notice to the other party. Vubble may also terminate this Agreement, effective immediately upon written notice to Publisher, if Publisher, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for five (5) calendar days after Vubble provides written notice thereof. Vubble may terminate this Agreement, effective immediately, if Publisher files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. Upon expiration or earlier termination of this Agreement, the license granted under this Agreement shall also terminate, and Publisher shall cease using and erase all copies of the Vubble Widget and any other Software.
14. Confidentiality. Except as expressly provided in this Agreement, each party agrees that it shall not publish or otherwise disclose, and shall not use for any purpose except as expressly authorized by this Agreement, any non-public information about or received from the other party or its business or activities that was furnished to the receiving party by the disclosing party and which: (i) if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature, or (ii) if disclosed orally is indicated orally to be confidential or proprietary by the disclosing party disclosing such information at the time of such disclosure, or (iii) is confirmed in writing as confidential or proprietary by the disclosing party within a reasonable time after such disclosure, or (iv) by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential (collectively, “Confidential Information”). Without limiting the foregoing, all User Data shall be deemed to be the Confidential Information of Vubble. Notwithstanding the foregoing, Confidential Information shall not include information that, in each case, as demonstrated by written documentation: (i) was properly in its possession or properly known by it, without restriction, prior to receipt from the disclosing party; (ii) was rightfully disclosed to it by a third party without restriction; (iii) is or becomes generally available to the public or otherwise part of the public domain, other than through any act or omission of the receiving party (or any subsidiary, agent or employee of the receiving party) in breach of this Agreement; (iv) was independently developed by the receiving party without reference to or use of any Confidential Information disclosed by the disclosing party; or (v) is approved in writing by the disclosing party for release.
15. Intellectual Property Rights. Publisher acknowledges and agrees that the Software and Vubble content are provided under license, and not sold, to Publisher. Publisher does not acquire any ownership interest in the Software or Vubble content under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Vubble and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and the Vubble content.
16. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VUBBLE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.
    
    WITHOUT LIMITATION TO THE FOREGOING, VUBBLE PROVIDES NO REPRESENTATION OR WARRANTY OR COVENANT OF ANY KIND THAT THE VUBBLE WIDGET OR ANY OTHER SOFTWARE OR CONTENT WILL MEET PUBLISHER’S REQUIREMENTS, REGARDING ADS, ENDORSMENTS OR OTHER CONTENT THAT IS DELIVERED BY OR THROUGH THE VUBBLE WIDGET, THAT ANY OF THE VUBBLE WIDGET OR OTHER SOFTWARE OR CONTENT WILL ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
    
    NEITHER VUBBLE NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS shall be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any third party dealings or transactions, including but not limited to charges incurred, support, maintenance, lost or damaged data, or any acts or omissions of the third party.
17. Indemnity. Each party shall defend, indemnify and hold harmless the other party and its officers, directors, shareholders, agents, employees and assigns (collectively, the “Indemnitees”), from and against any and all third-party claims, demands, suits, judgments, losses, or expenses (including reasonable legal fees) arising directly or indirectly, in whole or in part, from or out of: (i) any breach by the indemnifying party of its representations, warranties or covenants contained in this Agreement; or (ii) any violation by the indemnifying party of any applicable law. Notwithstanding the foregoing, in no event shall a party be obligated under this Section to indemnify, defend and hold harmless the Indemnitees for any losses which result from the negligent or willful omissions or acts of the Indemnitees.
18. Limitation of Liability. With the exception of a breach of the obligations of confidentiality under this Agreement, and with the exception of a claim for indemnification made pursuant to the provisions of this Agreement, the maximum aggregate liability, including applicable legal fees and court costs, of either party to the other party or to any third party concerning performance or non-performance, or in any manner related to this Agreement, including for termination of access to the services for any reason, will be limited to direct damages in an amount not to exceed the Fees paid or payable under this Agreement during the twelve (12) month period preceding the event giving rise to such liability. In no event will either party be liable to the other for any indirect, special, incidental, consequential, exemplary or punitive damages (even if advised of the possibility of such damages) arising out of the services or otherwise related to this agreement, including, damages for lost profits or lost business. This provision and limitation shall apply irrespective of the nature of the cause of action, demand or action, including but not limited to breach of contract, negligence, tort or any other legal theory, and will survive a fundamental breach or failure of the essential purpose of the agreement.
19. Notice. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given electronic means of communication addressed to the recipient as follows: (i) To Vubble: business@vubble.com; and (ii) to Publisher to the email address provided by Publisher at the time of registration or as updated in the Publisher’s account, or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication given by electronic communication shall be conclusively deemed to have been given on the day of actual delivery thereof.
20. General. This Agreement constitutes the entire agreement between Vubble and Publisher with respect to the subject matter of this Agreement and cancels and supersedes any prior understandings, negotiations and agreements. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Publisher in connection with the Services or this Agreement be deemed to modify, alter or expand this Agreement, regardless of any failure of Vubble to object to such terms, provisions, or conditions. No assignment of this Agreement shall be made by Publisher without the prior written consent of Vubble. This Agreement will be governed by and construed under and pursuant to the laws of the Province of Ontario without giving effect to its conflict of law provisions and the parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario or the Federal Court sitting in the City of Toronto.