KEY POINTS:
You are agreeing to be bound by all of the terms and conditions set out in this agreement. If you do not agree to be bound by these please do not use the NZ Herald RSS or XML feeds (the Service). APN New Zealand Ltd (NZH) may modify any of the terms and conditions contained in this agreement by posting a new agreement on our site. Your continued use of this service after we have posted any new conditions will constitute binding acceptance of the changes.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by NZH, in compliance with Usage Restrictions, NZH hereby grants you, during the Term, a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your website ("Site") the headlines and active links that you receive from NZH through the Service provided that you do not alter any of the headlines and active links provided. The NZH may restrict, suspend or terminate your access to any aspect of the Service at any time without liability. NZH reserves the right to modify the Service at any time within NZH's sole discretion. You acknowledge that Headline availability is subject to change at the NZH's sole discretion.
2. RESERVATION OF RIGHTS. You acknowledge that NZH is the proprietor or the authorised user of the copyright and all other intellectual property rights (IP Rights) in the Headlines displayed or the Content available through the active links. Unauthorised use of the Content is strictly prohibited and may infringe the IP Rights.
3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless otherwise consented to by NZH, you may not, directly or indirectly: (a) sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Headlines or any portion thereof; or delete or fail to display any promotional taglines included in the Headlines (b) rent, lease, or otherwise transfer rights to the Headlines; (c) display the name, logo, trademark or other identifier of another person (except for NZH 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 the Headlines, including without limitation, the size, color, location or style of NZH'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 NZH; (g)display the service on a site that contains material which is libellous, defamatory, pornographic, obscene or which brings the NZ Herald into disrepute, or which is in breach of any third party intellectual property rights.
Unless otherwise permitted by NZH, you will: (i) display the Headlines on your Site in the exact form received by you, and not modify or edit any of the foregoing without NZH's prior written consent; (ii) ensure that the fundamental meaning of the Headline is not changed or distorted; (iii) comply with all applicable laws and all limitations and restrictions (if any) placed by NZH on the use, display or distribution of any Content ("Usage Restrictions").
You acknowledge that the service must link and redirect to the appropriate NZH web page when a user clicks on the headline. You shall not display headlines in such a manner that does not allow for successful linking and redirection to, and delivery of, NZH's web page, nor may you frame any NZH web page. You must always stipulate that the Headlines are supplied by nzherald.co.nz.
NZH assumes no liability for your activity in connection with the Headlines 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 Service. If you use, or attempt to use, the Headlines beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by NZH, 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 Headlines, then, in addition to termination of this Agreement, you be subject to appropriate legal and equitable action.
4. WARRANTY DISCLAIMER. You represent and warrant to NZH that your Mark(s) and/or content on your Web site, other than the Headlines, 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). NZH represents and warrants that the NZH Mark(s) and/or Headlines and linked 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). NZH makes no representations concerning any interruption in Service. NZH provides the Headlines on an "as is" and "as available" without warranty of any kind, and NZH 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.
5. LIMITATION OF LIABILITY. Under no circumstances and under no legal theory, tort, contract, strict liability, or otherwise, shall NZH 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 NZH be liable for any damages in excess of the fees paid by you (if any) in connection with the content, even if NZH shall have been informed of the possibility of such damages, or for any claim by any other party.
6. INDEMNITY. You hereby agree to fully indemnify, defend and hold NZH and it's 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 Headlines through your account by any person, whether or not authorised by you; or (ii) your Site or (iii) any breach of Sections 2&3. NZH reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with NZH's defence of such claim.
7. TERMINATION. The term of this Agreement will begin when you obtain any feed url or file and will continue until terminated in accordance with this Section. Unless otherwise agreed to by NZH, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Headlines from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by NZH, NZH may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Headlines at any time without liability.
8. MISCELLANEOUS. You may not assign this Agreement without NZH'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. NZH 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 and access the Headlines. You take full responsibility for the selection and use of the Service and access of the Headlines. This Agreement is void where prohibited by law, and the right to access the Headlines is revoked in such jurisdictions. The section 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 NZH 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 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.
