RSS Terms and Conditions

This agreement sets out the terms and conditions upon which TECHSPO will provide your company (Content User) with the right to link to TECHSPO Content (Agreement).

Definitions

The following definitions apply unless the context requires otherwise.

Confidential Information means all information exchanged between the parties pursuant to this agreement, but does not include information that:

• is in the public domain; or
• enters the public domain without any breach of this Agreement; or
• was known to the other party prior to its initial disclosure for the purposes of this agreement without the other party being under any obligation to maintain its confidentiality.

Content User Site means the company web site.

Effective Date means the date of this Agreement. This will be the date on which TECHSPO provides the Content User with a user name and password.

Internet means the worldwide connection of computer networks providing for the transmission of electronic mail, on-line information and file transfer protocol.

Link means a hypertext link connecting the Content User Site to other Websites.

TECHSPO Content means the content made available to the Content User as specified in The Application.

Website means a web site accessible on the Internet.

Term means the term specified in clause 2 of this Agreement.

User means a person who uses the Internet to access the Content User Site.

Linking Content User Site to TECHSPO Content

2.1 TECHSPO will allow Content User to provide Links from the Content User Site to the TECHSPO Content. This right is non-exclusive and non-transferable.

2.2 TECHSPO branded headline categories may be displayed by linking directly to TECHSPO website; or, through opening a new browser.

2.3 The look and feel of the section of the Content User Site containing the Links to TECHSPO Content must be approved by TECHSPO in writing prior to the Links going live. Look and feel includes, without limitation:

• link headings and the quantity of TECHSPO Content provided with such Links;
• use of TECHSPO’ business names, trade marks, logos, content and other intellectual property;
• placement of Links to TECHSPO Content alongside non-TECHSPO Content;
• co-branding of the TECHSPO Content with the Content User’s name, trade mark and other intellectual property.

2.4 Content User must not charge Users for access to TECHSPO Content.

2.5 TECHSPO Content accessed from or Linked to the Content User Site must be shown in its entirety as a full page, eg. The Content User must not frame or change in any way the display of the TECHSPO Content or strip the TECHSPO Content of advertising components.

2.6 TECHSPO Content shall be hosted by TECHSPO at all times on TECHSPO’ servers.

2.7 Upon notice from TECHSPO, Content User must immediately remove TECHSPO’ names, TECHSPO’ trademarks, TECHSPO Content or Links to TECHSPO Content from the Content User Site if TECHSPO in its sole discretion requires such removal.

2.8 All costs associated with Linking to TECHSPO Content will be borne by Content User.

2.9 Content User may access the headline feeds via an administration tool maintained by TECHSPO. This administration tool will comprise a headline directory and is accessible by using TECHSPO issued user name and password. This user name and password is to be used exclusively by the Content User and shall not be supplied by the Content User to a third party.

2.10 TECHSPO will endeavour to notify Content User of planned server outages in advance. However, TECHSPO takes no responsibility for any consequences to external sites because of outage, bug or breakage of any kind.

If technical problems or server outage should cause the headline feed to not operate for whatever period of time, TECHSPO takes no responsibility for any damage incurred by the Content User. This includes diminished traffic and pages loading incorrectly on the Content User Site.

Warranties and Indemnities; Intellectual Property

3.1 Content User warrants and represents that:

the Content User Site and any material on the Content User Site will not:

• breach any laws, including industry codes of practice;
• breach any agreement to which Content User is a party;
• be misleading or deceptive or likely to mislead or deceive;
• be defamatory;
• breach any third party intellectual property rights; or
• be obscene, offensive, personally offensive or in any way unsuitable for people under the age of 18 years.

Content User has the right to enter into and fully perform its obligations under this Agreement.

Content User and the Content User Site will not infringe any intellectual property right or other right of any person.

Content User will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement without TECHSPO’ prior approval.

3.2 TECHSPO warrants and represents that it has the right to enter this Agreement and grant Content User the rights under this Agreement.

3.3 TECHSPO retains all intellectual property rights in its names, trademarks, logos and TECHSPO Content. TECHSPO reserves exclusively to TECHSPO and TECHSPO’ successors, licensees and assigns all rights and uses in and to TECHSPO’ intellectual property, in all media, whether now or hereafter known or in existence.

3.4 Content User will not store, reproduce, alter, transmit, make available, communicate or publish the TECHSPO names, TECHSPO trademarks, TECHSPO logos or TECHSPO Content subject to the limited use expressly permitted under this Agreement.

3.5 In the event of any claim against TECHSPO or Content User alleging that Content User or the Content User Site infringes any intellectual property or other right of any person or any law, then Content User must defend or settle the claim entirely at its expense and indemnify TECHSPO against all damage, loss, costs and expense and all liability arising out of the claim.

Termination

Either party may by notice in writing terminate this Agreement immediately if the other party:

• commits a breach of a term of this Agreement.
• makes an assignment for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver, or receiver and manager, appointed on behalf of the debenture holders or creditors;
• goes into liquidation or passes a resolution to go into liquidation, other than for the purpose of reconstruction, or becomes subject to a petition or proceedings in a court for its compulsory winding-up or becomes subject to supervision of a court voluntarily or otherwise; or
• suffers an execution against its assets having an adverse effect on its ability to perform the contract.

TECHSPO may terminate this Agreement by providing Content User with written notice of one (1) week.

Miscellaneous

Amendment

This Agreement may not be amended except in writing signed by a duly authorised representative of each party.

Waiver

No right under this Agreement shall be taken to be waived except by notice in writing signed by the party entitled to waive such right.

Confidentiality and Publicity

Each party to this Agreement shall keep the terms of this Agreement confidential and hold in strict confidence all Confidential Information of the other party that it learns or is provided with and use such Confidential Information only for the purposes of this Agreement. Each party must ensure that all third parties to whom it discloses Confidential Information of the other party in order to perform its obligations under this Agreement acknowledge its confidential nature and agree to be bound by the provisions of this clause in a written undertaking. Upon termination of this Agreement for any reason, or upon the request of the other party, a party shall promptly deliver to the other party all Confidential Information of the other party.

Content User must not make any press or another announcements or releases relating to this Agreement or include TECHSPO in its client list without TECHSPO’ prior written consent.

No Assignment

Content User shall not assign or sub-licence this Agreement or its rights under this Agreement.

Applicable Law

This Agreement is governed by the laws in force in the State of Delaware, United States of America, and the parties submit to the non-exclusive jurisdiction of Courts of the State of Delaware.

Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all previous agreements, understandings, proposals, representations and warranties relating thereto.

Counterparts

This Agreement may be signed in any number of counterparts. All counterparts taken together constitute one instrument. A party may sign this Agreement by signing any counterpart. A party may sign this Agreement, or any counterpart, by facsimile, and the facsimile shall be accepted as an original.