Terms and Conditions for Content Purchase and Reuse from Netunzel.com

Effective May 15th 2022 at 6:00PM MST these Terms (hereafter referred to as “Terms”, or “Agreement”) govern content Purchasing and Content Reuse from Netunzel.com. By purchasing and reusing content from Netunzel.com you agree to be bound by these Terms.nzel.com, its adjoining websites on the various sub domains, APIs, notifications, ads, apps and commerce Service (collectively referred to as “Service”). By using the Service you agree to be bound by these Terms.

Please read these Terms carefully. You shall be legally bound by these Terms when purchasing and reusing content from Netunzel.com. Please print or save a copy of these Terms since the Terms at this location may change.

General

1. This Agreement runs in parallel to the Netunzel Terms of Service Agreement.
2. This Agreement is between Netunzel Corporation, hereafter referred to as Netunzel and the party purchasing content from Netunzel, hereafter referred to as the Client. Both Netunzel and the Client is a “Party” to this Agreement, and they are collectively the “Parties”.
3. The content the Client purchases from Netunzel is hereafter referred to as the Content.
4. This is the sole Agreement between Netunzel and the Client governing the purchase and reuse of content from Netunzel.
5. Content Purchasing is only available to Netunzel user's who have an active content buyer subscription. The subscription rates are available in Schedule A of this Agreement.
6. This sale of content is valid only if the Client has an active content buyer subscription and the purchase price for the Content has been remitted to Netunzel.
7. Netunzel may revise these Terms from time to time. The most current version of the Terms will be available at netunzel.com/termsofreuse.
8. In the event that any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Netunzel's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
9. If there is any ambiguity in the interpretation of these Terms, the only applicable interpretation is the interpretation provided by Netunzel.
10. The period for this Agreement is from the content buyer subscription is initiated by the Client and ends when both parties mutually agree to terminate the Agreement.

Content Reproduction

11. The Client shall not use, reproduce or publicly display any Content in any way except as expressly authorized by this Agreement.
12. Netunzel agrees to permit a non exclusive license to the Client to reproduce and publicly display the content that the Client has purchased from Netunzel provided the Terms of this Agreement are upheld.
13. The Client may reproduce the Content in print, digital, streaming, audio and video broadcast services as long as such services are directly owned and operated by the legal entity that purchased the subscription from Netunzel.
14. Netunzel does not grant the Client permission for the Client's legal subsidiaries or affiliates to reproduce the content that the Client has purchased.
15. Where access to the Client's services is restricted, the Client shall provide Netunzel with access to its services free of charge to enable Netunzel to verify the Client's compliance with this Agreement.
16. Notwithstanding anything else in this Agreement, the Content may not be used in any publication that contains any material which is reasonably considered by Netunzel to
1. be illegal;
2. be sexually explicit;
3. promote violence;
4. be discriminatory against race, gender, religion, nationality, disability or age or otherwise; or
5. be derogatory.
17. The Client shall not claim it is associated with Netunzel.

Content Modifications

18. The Client shall ensure that any headlines or captions inserted by it to accompany the Content shall accurately reflect the material contained in the Content. For the avoidance of doubt, all other modifications, editing, alterations, or abridgements of the Content other than those expressly permitted under this Agreement are prohibited.
19. The Client may use translations of Content that Netunzel has produced.
20. If the Client is producing a Translation on its own, the Client shall bear all costs related to the Language Translation.
21. The Client hereby assigns absolutely by way of present assignment of future rights the entire copyright in any Language Translations throughout the universe for the full period of copyright and all renewals, revivals, reversions and extensions thereof together with the right to secure, renew or extend the same in Netunzel's name;
22. If the Client has translated the Content, The Client shall always identify itself as having Language Translated the Services.
23. The Client warrants that any Language Translation shall a) be prepared with reasonable skill and care; and b) preserve the context, meaning and integrity of the Content as originally supplied by Netunzel.
24. Netunzel accepts no liability in respect of any claim by a third party relating to or arising out of Client’s Language Translation of the Content.
25. In the event Client is in breach of this any of Terms in this section (Content Modifications), Client shall pay Netunzel on demand $5,000 as liquidated damages and any further amount Netunzel has had to bear due to a third party claim. The parties confirm that this sum represents a genuine pre-estimate of Netunzel's loss.

Crediting

26. The Client must display i) in a prominent position (not in page gutters) adjacent to the Content; and ii) in no lesser font sizes than the Content the credits as set out in the attached Schedule B. If Content is supplied by Netunzel with a contributor by-line the Client shall not remove or alter such accreditation at any time.
27. If the Content provided by Netunzel contains Netunzel's logos or identifiers the Client may not remove, alter or obfuscate it.
28. Unless expressly granted under this Agreement Netunzel gives no rights and makes no warranties with regard to the use of any names, trademarks, logos, registered, unregistered or copyrighted designs or works of art, and any and all rights in any musical or other recordings (including, without limitation and to the extent applicable, any performance or communication rights) depicted or carried in the Content. Unless otherwise agreed in writing, no model, property, team logo, trademark or other releases are delivered by Netunzel in connection with the delivery of the Content hereunder.

Content

29. The Client acknowledges that on occasion, either during the Agreement Term or following termination of this Agreement, Netunzel may need to remove from, or cease circulation of, certain parts of the Content for legal reasons and accordingly the Client shall, on receipt of a notice from Netunzel, cease to reproduce or distribute the relevant part of the Content, including where relevant the immediate removal from any Digital Media. In the event that any part of the Content identified in such legal notice from Netunzel is reproduced in new editions of the Client Services after receipt of such notice and/or is not removed from Digital Media within twenty-four (24) hours, the Client agrees to indemnify Netunzel from and against all costs, claims and expenses attributable to and/or resulting from such non-removal.

Disclaimers, Limitations and Indemnification

30. You agree to defend, indemnify and hold harmless Netunzel, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Content the Client. Netunzel reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, the Client shall provide Netunzel with such cooperation as is reasonably requested by Netunzel.
31. Client shall indemnify Netunzel against any direct loss or cost (including, but not limited to, reasonable legal fees and costs of investigation) it incurs arising out of any breach of this Agreement by the Client, any claim by a third party relating to or arising out of the Client Content or any other activities of Client directly or indirectly related to use of the Content (including, but not limited to, infringement of any third person’s intellectual property rights), unless and to the extent such claim arose out of Client’s use of the Content as provided to Client and in accordance with the Terms of the Agreement, and/or Client’s Language Translation of the Content.
32. Netunzel makes no warranty that any resource made available for the delivery of the Content (for example, a website, FTP service or API) shall be:
1. uninterrupted and error free;
2. regularly swept for viruses and other programs with contaminating or destructive properties.
33. Content provided by Netunzel may contain links to websites provided by independent third parties. Netunzel shall not be responsible for the availability or content of such sites and shall not be responsible for any transaction concerning goods or services available from those sites.
34. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, Netunzel MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, REGARDING THE SERVICES. EACH PARTY SHALL NOT BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND ACCEPT THAT THE OTHER PARTY’S PERFORMANCE OR DELIVERABLES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THAT THEY WILL NOT NECESSARILY MEET THE REQUIREMENTS OR DEMANDS OF THE OTHER PARTY OR END-USERS OR BE UNINTERRUPTED OR ERROR-FREE.

Termination of Agreement

35. The expiry of the annual content buyer subscription does not terminate this Agreement.
36. As long as the Client posses the Content, the Terms of the sections on Content, Content Crediting, Content Reproduction, Content Modification and Disclaimers, Limitations and Indemnification shall survive the termination of this Agreement or the expiry of the annual content buyer subscription.
37. The Client may fully terminate this Agreement by requesting Netunzel of its desire to terminate the content buyer subscription and completely destroying all Content that it had purchased from Netunzel and ceasing any reproduction or publications of them if any.
38. If the Client requests termination before the duration of a subscription is over, any subscription fees the content buyer paid to Netunzel would not be refunded.
39. Neither party shall assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent except that no consent shall be required for an assignment or transfer of Netunzel’s rights and obligations under this Agreement to any entity within its Group. In this Agreement, "Group" shall mean the companies controlling, controlled by or in current control with Netunzel.

Liquidated Damages

40. Both parties to this Agreement acknowledge that Content belonging to Netunzel are a unique and valuable asset of Netunzel. Use of the Services in breach of this Agreement will result in irreparable injury to Netunzel for which monetary damages alone shall not be an adequate remedy.
41. In the event the client breaches this Agreement through the Terms stated in the sections on Content Reproduction or Crediting, the Client acknowledge that it will have caused substantial harm to Netunzel, but that the amount of the harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, the Client will pay Netunzel $50 for each viewer who accessed the Content in addition to any additional charge that may apply. This remedy shall be in addition to and not in lieu of, other appropriate relief upon dispute resolution or at law to which Netunzel may be entitled.

Disputes

42. Any disputes must be brought via written notice to Netunzel within 180 days of the occurrence of the underlying event related to the dispute. Any notices related to events past the 180 day period will not be considered valid.
43. Both Parties agree to attempt initially to solve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations.
44. If the Parties are unable to settle the matter between them, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by the Company, one arbitrator by you and the third shall be appointed by the American Arbitration Association. Any such arbitration shall be held in Boulder, Colorado. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred under this Agreement or by the applicable statute of limitation. Any fees that arise from the dispute resolution process including attorney fees, court fees, arbitrators' fees, and travel and accommodation costs for both parties must be shared by both parties equally.

Conclusion

45. This Agreement represents the entire Agreement between the Parties in relation to its subject matter. Any variation to this Agreement must be agreed in writing by the Parties.

SCHEDULE A

The content buyer subscription rate is US $2,400 (Two Thousand Four Hundred American Dollars) per year.

SCHEDULE B - CREDITING RULES

a. Text

b. Images

c. Videos

d. Audio