Content Agreement

This Agreement is entered by and between Yipit, Inc. a Delaware corporation, having its principal place of business at 22 W 19th Street, 7th Floor, New York, NY 10011 (“Yipit”) and you (“Company”). The parties agree as follows:

  1. LICENSE. Subject to the terms and conditions of this Agreement, Yipit hereby grants to Company a non-exclusive, non-transferable, non-sublicenseable license to access and use www.alternativedata.org (the “Site”) for the purposes of evaluating and publishing Company Content (defined herein) on the Site.
  2. RESTRICTIONS. Company must not (a) modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Site; (b) circumvent or disable any security or other technological features of the Site; (c) permit a third party to modify or otherwise edit a Company Content page; (d) solicit or induce any current users of the Site to cease use of the Site; or (e) exceed any limitations otherwise communicated to Company by Yipit.
  3. PERIOD. This Agreement shall continue in effect until terminated in accordance with this Agreement. Each party may immediately terminate this Agreement at any time. Upon the termination of this Agreement, (a) Company will discontinue all use of the Site and destroy all copies of any Confidential Information in Company’s possession; and (b) the license granted in Section 1 will immediately terminate. Sections 2, 4, and 6 through 11 will survive termination.
  4. OWNERSHIP. Yipit and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Site, including any improvements, modifications, and enhancements. Except for those rights expressly granted in this Agreement, no other rights are granted, expressly or impliedly, to Company hereunder.

  5. COMPANY CONTENT. Certain features of the Site may permit Company or Yipit to upload content, including data, text, and other types of works, to Company’s “listing” page on the Site and elsewhere (“Company Content”) and to publish such Company Content on the Site. Company retains any proprietary rights that it may hold in the Company Content. By providing Company Content to or via the Site, Company grants Yipit a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute such Company Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
  6. FEEDBACK. Company has no obligation to provide Yipit any suggestions, comments, or other feedback regarding the Site (“Feedback). If Company nonetheless provides Feedback to Yipit on any version or part of the Site, Company hereby grants to Yipit the right to freely use, disclose, reproduce, license, distribute, and otherwise commercialize the Feedback in any Yipit product, technology, service, specification, or other documentation.
  7. REPRESENTATIONS AND WARRANTIES. Company represents and warrants that its Company Content, and the use of the Company Content as contemplated by this Agreement, does not and will not: (a) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) conflict or violate with any obligation or duty, including but not limited to any fiduciary duties, Company or its employees or consultants may have to any entity, company, institution (including but not limited to associations, trusts or government instrumentalities), individual or third party; (c) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (d) publish Company Content in violation of any law, (e) publish Company Content that includes: personally identifiable information, material, non-public information (including without limitation material non-public information as defined in the U.S. securities laws and related judicial and administrative interpretations) or content in violation of any privacy, data sharing, data protection, or any laws or regulations in any jurisdiction; or (f) cause Yipit to violate any law or regulation in any jurisdiction. Company represents it is the owner or valid licensee of the Company Content, it has the authority to enter into this Agreement and to fully perform its obligations hereunder, and to its knowledge it has and will have all requisite rights, authority and licenses to grant Yipit all of the rights and licenses granted under this Agreement. Yipit has no duty to review the Company Content prior to it being displayed on its Site. Yipit may modify or remove any Company Content on the Site at any time in its sole discretion.
  8. CONFIDENTIALITY. Company will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) all non-public information disclosed by Yipit to Company under this Agreement, and (c) all Feedback, all Site performance data, and all other information obtained through evaluation of the Site (“Confidential Information”).
  9. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND FOR LIMITED USE ONLY, AND YIPIT DOES NOT WARRANT THAT THE SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. YIPIT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.
  10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, YIPIT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY COMPANY TO YIPIT PURSUANT TO THIS AGREEMENT; OR (B) $100. IN NO EVENT WILL YIPIT HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
  11. MISCELLANEOUS. This Agreement will be governed solely by the laws of the State of New York. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Company will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Yipit, and any such purported assignment will be void. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party.