PUBLISHER USER AGREEMENT
DBN NEWS INC., having its principal place of
business at 4999, rue Sainte-Catherine Ouest,
Suite 102, Montreal, H3Z1T3 ("PUBLISHER")
ANY PERSON ACCEPTING THE TERMS OF
THIS AGREEMENT UPON BECOMING A
REGISTERED MEMBER OF
(the "PARTIES", together)
WHEREAS PUBLISHER operates an online News Platform on which various forms of Contentare published by it for the benefit of its Registered Members;
WHEREAS PUBLISHER wishes to enter into the present Agreement with Registered Memberin relation to his Use of the News Platform, and Registered Member has agreed to do so;
IN CONSEQUENCE THEREOF, THE PARTIES AGREE AS FOLLOWS:
1. Definitions. In this Agreement:
- "Author" means the name of the individual indicated by PUBLISHER to have authoredContent;
- "Authorized Platform" means any website, blog, or social media platform listed by PUBLISHER as being authorized to receive any link to Content;
- "Content" means any material published on the News Platform, including without limiting the generality of the foregoing any title, text, images, photos, line drawing, maps, charts, graphs, audio, video material and the name, credentials and likeliness of the author of the Content;
- "Effective Date" means the date of Registration by the Registered Member on PUBLISHER;
- "Entity" means any corporation, partnership, trust, joint venture, organization, association or any other form of entity on whose behalf a registration is made with PUBLISHER;
- "Modification" means any addition, reduction, change or edit whatsoever to the Content and its formatting;
- "News Platform" means the web platform created or used from time to time by PUBLISHER under the name DBN NEWS for the publication of Content;
- "Permitted Uses" means the following Uses, unless withdrawn by a written notice to the Registered Member by the Chief Executive Officer of PUBLISHER at his entire discretion:
- the right to post any comment, to vote and to provide or participate in any other interactive dialogue on Content as permitted by the News Platform;
- the right to redirect any link to Content to an Authorized Platform by email, text, or other forms of electronic communication;
- the right to any other Use generally authorized by PUBLISHER to Registered Members;
- "Registered Member" means any person who, as part of his (her) (its) Registration with PUBLISHER, agrees to be bound by this Agreement, and includes any individual who registers any Entity with PUBLISHER;
- "Registration" means the completion by any person of the formalities required to become a Registered Member of PUBLISHER, as indicated on its website;
- "Term" means the entire period during which User is a Registered User of PUBLISHER;
2. Grant of License Upon becoming a Registered Member of PUBLISHER, the Registered Member shall have the right to Permitted Uses of the News Platform during the Term of this Agreement;
3. Intellectual Property Rights. All intellectual property rights in the Content, whether under copyright, trademark, or otherwise, shall at all times vest solely in PUBLISHER. For greater certainty, a Registered Member shall not acquire any intellectual property rights under this Agreement other than the rights granted to Registered Member pursuant to Article 2;
4. Warranties of Registered Member. Registered Member represents and warrants that he(or she, or it):
- holds all the necessary rights and authorizations to enter into this Agreement;
- will only exercise rights granted to he (she or it) under this Agreement with the utmost consideration and regard for the rights and reputation of PUBLISHER and any Author of Content;
- will refrain from using any Content to such ends as would bring the reputation, brand or image of PUBLISHER and any Authors of Content into disrepute or cause harm or damage to such;
- will in case of doubt on whether any intended Use conforms with Permitted Uses discuss the matter with the Chief Executive Officer of PUBLISHER;
5. Third Party Claims. If PUBLISHER becomes the subject of a third-party claim resulting directly or indirectly from the Use of the Content by the Registered Member otherwise than as authorized by this Agreement, the Registered Member shall work with PUBLISHER to attempt to resolve the claim. In the event that the third-party claim cannot be resolved, the Registered Member will indemnify PUBLISHER for all costs, expenses, and damages resulting from the said claim;
6. Email address. Each Party shall provide its email address to the other Party and the other Party shall for the purpose of this Agreement be entitled to rely on the correctness of this email address, it being the duty of each Party to advise the other in the event of any change in email address. Any notice sent by a Party to the other Party at its last coordinates on file shall be deemed to have been validly sent to the other Party and received by the other Party notwithstanding that these coordinates may have changed without the receiving Party having notified the sending Party of the change.
7. Further acts. The Parties agree to do all such further acts and things and to execute all such documents as may be reasonably required to give effect to this Agreement;
8. Headings. The insertion of section headings is for convenience only and shall not affect the construction or interpretation of this Agreement.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral between the Parties.
10. Applicable Laws. This Agreement shall be governed by and interpreted in accordance with the laws of the province of Quebec and by any applicable federal laws;
11. Arbitration. Any dispute resulting from this Agreement shall first be settled by mediation. Failing satisfactory mediation, the matter shall be settled by arbitration in accordance with the rule of general procedure of the province of Quebec or by any other rules mutually agreed by the Parties;
12. Binding. This Agreement and the rights and obligations of the Parties hereto and hereunder shall enure to the benefit of and be binding upon their respective successors and assigns.
13. Interpretation. Words importing the singular number shall include the plural (and vice versa) and words indicating any gender shall include all other genders.
14. Recitals. Any recitals to this Agreement shall be included and read as part of this Agreement.
15. Language. The Parties have requested that this Agreement be drafted in English. Les Parties ont demandé que la présente soit rédigée en anglais.
16. Signatures. This Agreement shall be signed electronically by the Parties using the means communicated by Publisher to Author which, upon completion, shall become a binding agreement between the Parties;
END OF AGREEMENT