Scoop NewsAgent Terms & Conditions
Welcome to the Scoop Newsagent Service. This document confirms the Terms & Conditions of using Scoop's 'Newsagent' Services.
By using the Newsagent service you agree to these terms and conditions.
Note:
We hope you enjoy using our Newsagent service.
TERMS OF USE
1 Interpretation
Newsagent: Newsagent is a subsidiary of Scoop Media Limited and is party to this agreement as the service provider.
Subscriber: The Subscriber is the party to this agreement that is named on page 1 of the Newsagent Subscription, and is party to this agreement as the service purchaser; primary and secondary recipients are bound to act as agent of the subscriber.
Primary recipient(s): The primary recipient(s) are agents of the subscriber who are entitled by this agreement to receive Newsagent content directly from Newsagent.
Secondary recipients: Secondary recipients are natural persons who are entitled by this agreement to receive Newsagent content from primary recipients.
Third party: A Third party is a natural born person who is not party to this agreement, and who does not have any existing relationship with Scoop Media or Newsagent.
Agreement: This document forms the agreement together with the specific terms on page 1 of the Newsagent Subscription and all external terms that are entered into and agreed upon directly.
Newsagent content: Newsagent content includes but is not limited to all applicable copyrights, patents, trademarks, trade secrets, trade names, logos, and other intellectual property rights thereto, as well as text, images, graphics, logos, audio, video and other material available to Subscribers, primary and secondary recipients pursuant to this agreement.
Newsagent messages: Newsagent messages are items that are electronically mailed to primary recipients subject to the requirements of the Subscriber's content subscription list as agreed between the subscriber and Newsagent.
Commercial Primary Newsagent account holder: Commercial Primary Newsagent Account holders include are Newsagent subscribers who must be primary recipients and who pay a commercial consideration for Newsagent services.
Licencing conditions: Licencing conditions include all of the terms and conditions of this agreement.
Charging regime: The charging regime is the method of calculation employed by Newsagent to determine pricing for service.
2 Grant
Newsagent grants license to the Subscriber together with its primary and secondary recipients to use and receive its services subject to the terms of this agreement including the specific terms listed on page 1 of the Newsagent Subscription of this agreement.
3 Agreement automatically renews
This agreement shall endure until terminated but not for less than 1 year. The grant of licence shall automatically renew for one-year periods. The automatic renewal of this agreement shall apply 12 months after the signing of this agreement, and then in 12 month increments after that.
4 Termination
To terminate this agreement at the end of the current 12 month licencing period the subscriber must provide Newsagent with 30 days' notice in writing that it does not want the agreement to automatically renew.
5 Licence types
The license referred to on page 1 of the Newsagent Subscription of this agreement binds the Subscriber to the respective terms detailed below; the Subscriber may not distribute Newsagent content without an appropriate licence.
Organisation Licence: A Scoop/Newsagent Organisation Licence gives the Subscriber (primary recipient) the rights to internally distribute Newsagent content within the Subscriber's own organisation to the number of natural persons stated on page 1 of the Newsagent Subscription of this agreement (the secondary recipients). The secondary recipients may not redistribute content to any third party without the consent of Newsagent unless the monthly licence exemption entitlement clause applies.
Newsagent Distribution Licence: A Distribution Licence gives the Subscriber (the primary recipient) the rights to distribute Newsagent content inside or outside the primary recipient's own organisation to the number of secondary recipients stated on page 1 of the Newsagent Subscription but may not do so to compete with Newsagent. Any secondary recipients must apply to Newsagent for an appropriate licence if they wish to redistribute content to any third party.
6 Breach
If the Subscriber fails to abide by the terms of their licence then Newsagent may recover for any breach of the licensing conditions by the Subscriber;
- Newsagent will give written notice to the Subscriber if it becomes aware of a breach of licensing conditions.
- To recover for any breach Newsagent may apportion damages by reference to its standard charging regime, and may at its discretion add the determined sum to the Subscriber's next bill.
7 Monthly licence exemption entitlement
Notwithstanding the rest of this Agreement, every Commercial Primary Newsagent account holder may redistribute up to 5 single items of Newsagent content per month to a third party once per month without obtaining a special licence from Newsagent. These entitlements do not compound month upon month.
8 Increasing license capacity
The Subscriber may add to the list of secondary recipients after this agreement becomes effective through consultation with Newsagent, and upon the payment of standard fee to be negotiated in good faith and to be determined by reference to Newsagent's standard charging regime.
9 Payment
The Subscriber agrees to pay to Newsagent subject to the annual fees specified on page 1 for the Newsagent Subscription of this agreement +GST for the service described.
Payment must be made in New Zealand currency within 21 days of the invoice being received (the payment date).
In the event that the Subscriber fails to make payment on the payment date the Subscriber will become liable to pay interest on arrears to be calculated at 14% per annum (cumulative from the date of breach).
10 Intellectual Property
Scoop Media Limited is the legal owner of all Newsagent content distributed through Newsagent services, and will exercise its rights to protect its content subject to this agreement and pursuant to the Copyright Act 1994.
Scoop Media Limited also expresses ownership of all Newsagent content by the copyright laws and all other intellectual property laws of New Zealand and the United States, and through all applicable international copyright treaties.
11 Service Levels
If access to the Newsagent content is unavailable as a result of a breach by Newsagent, Newsagent shall respond to such problem within two working days of being notified of that problem by the Subscriber, and shall expend all resources reasonably necessary to remedy the problem. If no such attempt is made by Newsagent to respond to the problem, the Subscriber shall have the right to terminate this Agreement. This does not apply in the event that services are disrupted by a natural disaster.
12 Newsagent Messages
Newsagent content may be kept on the Subscriber's local system for as long as this agreement endures. Upon the termination of this agreement, whether by expiration or otherwise, the Subscriber's license to store Newsagent content terminates.
Newsagent messages may only be distributed or otherwise supplied to anyone inside or outside the Subscriber's organisation where the Subscriber holds the requisite licence to do so.
13 Modification of terms
Any terms and conditions of this Agreement and the services to be provided under this Agreement may be changed on the agreement of both parties.
14 Limitation of liability
The Subscriber's aggregate liability for any and all claims arising under this Agreement whether in contract, tort (including, negligence) and howsoever arising shall not exceed the annual service charge of the contract or $5,000 (which ever amount is less).
15 Alternative dispute resolution
In the event that the parties to this agreement fall into dispute over the subject matter of this agreement both parties agree to participate in mediation, in good faith and with the primary objective of coming to a mutually accepted resolution.
If a dispute arises between the parties, one or more of the parties may exercise their right to enter into mediation. The party exercising its right must serve written notice of their decision to the other party.
The parties to this contract, in the event of a dispute, will appoint a mediator in the following way;
By mutual agreement; or
If mutual agreement cannot be reached, a mediator will be appointed by AMINZ upon request of the parties.
The mediation will commence no later than 10 working days after the serving of the notice, unless mutual agreement provides to the contrary. The parties to the dispute will arrange a payment scheme with the mediator subject to the following conditions;
- All parties to the dispute will pay for all costs associated with mediation in equal shares; and
- The parties will arrange with the mediator when and how those costs are to be paid.
- In the event of any of the parties falling into receivership. the receiver will be bound by this clause.
16 Assignment
The Subscriber may not assign this Agreement to any third party or any entity whatsoever.
17 Waiver
No provision of this agreement shall be waived unless agreed to in writing by both parties.
18 Governing law
The validity, interpretation and enforcement of this agreement shall be governed by the laws of New Zealand.
19 Consent
The Subscriber personally or through its agent(s), together with Newsagent consent to the terms and conditions of this agreement and the parties agree to be bound by the agreement.
ENDS
Thanks, The Team at Scoop
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