Please read the Content License Agreement below. Blak-X shares and processes (in accordance with the Blak-X Privacy Notice) the information you submit here to your designated third-party hosting company for purposes of making available your content in the Blak-X Services.
This Content License Agreement (this “Agreement”) is entered into by and
among you (“Content Provider” or “you”), on the one hand, by Jac-Ennedy FOUNDATION DBA BLAK-X
Services (“JAC-ENNEDY FOUNDATION”), and Content Provider may be referred to below as a
“Party”, or collectively as the “Parties”.
1. The Services. We make, or plan to make, Podcast audio, with its associated
Metadata and Artwork (“Content”), available in our services (e.g. Blak-X),
including our Affiliates’ Blak-X services (e.g. Blak-X Services), (each a
“Service”, and collectively, the “Services”) throughout the World, including any
country and its respective territories and possessions (each, a “Country in the
Territory”).
2. Content. You will make all Content to which you have the appropriate
rights in each Country in the Territory available to us (either directly or via a third party hosting company you authorize) for use under this Agreement through an
XML-based standard web rich site summary feed format (“RSS Feed”) or any
other data feed procedures we provide for that purpose. If requested, you will
use your best efforts to give us information available to you with respect to the
ownership and control in compositions embodied in any sound recording in your
Content (including but not limited to the name of the sound recording) in a form
that we designate. You will only deliver Content to us for which you have
obtained all necessary rights, consents and waivers (including but not limited to
sound recordings, musical works, compositions or lyrics that may be included in
Content) that may be required in connection with our exploitation of the rights
you’ve granted under this Agreement.
3. Grant of Rights. You grant us and our Affiliates the non-exclusive, royalty free right to use, market, promote, advertise, display, transcribe, cache, transmit,
distribute, make available (including via stream and download), sublicense and
perform your Content, Artwork and Metadata, as applicable, in connection with
the Services in each Country in the Territory for the duration of the Term.
4. Content Restrictions. Your Content may not (a) include advertising that
does not comply with Blak-X’s Creative Acceptance Policies, which Blak-X
may update from time to time (and any successor or related locations
designated by Blak-X); (b) promote or contain pornography or sexually
explicit, obscene, violent, harassing, discriminatory, libelous or defamatory
materials, or content that in our judgment is inappropriate or offensive; (c)
promote, facilitate or undertake illegal or potentially illegal activities or (d)
violate or infringe or promote the violation or infringement of any intellectual
property, proprietary, or other rights of any person or entity. Blak-X will not
embed any advertising in or re-host your Content.
5. Term and Termination. This Agreement commences upon your acceptance
of it (“Effective Date”) and continues in perpetuity (“Term”) until terminated by
one Party upon no less than two business days’ notice to the other Party.
6. Representations and Warranties. You represent and warrant that (a) you
have the full right, power and authority to enter into and perform this
Agreement and this Agreement does not conflict with the terms of any other
Agreement you have already entered into on or before the Effective Date; (b)
neither the exercise of the rights granted under this Agreement nor any materials
embodied in the Content, nor any Artwork or Metadata, nor the distribution of
any of them, will violate or infringe upon the privacy rights, publicity rights,
intellectual property rights or other rights of any third party, or contain
defamatory material or obscene matter of any kind or any material likely to
incite religious hatred or criminal activity or breach any duty of confidence of
any person or violate any laws or regulations of any jurisdiction and you have
obtained all rights, consents, waivers and releases required to grant the rights,
and deliver the Content, Artwork or Metadata, to Blak-X under this Agreement;
(c) we can exploit the rights granted under this Agreement without the need for
any further payment to any party and (d) you are not subject to sanctions or
otherwise designated on any list of prohibited or restricted parties or owned or
controlled by such a party, including but not limited to the lists maintained by
the United Nations Security Council, the US Government, the European Union or
its member states, the UK Government (e.g., HM Treasury’s Office of Financial
Sanctions Implementation’s list) or other applicable government authority.
7. Indemnification. You will indemnify, defend and hold the Blak-X
Indemnified Parties harmless from and against any loss, claim, liability, damage,
cost, expense, action or cause of action (including reasonable attorneys’ fees)
that arises from (a) your actual or alleged breach of any term of this Agreement;
(b) your failure to comply with all applicable laws in your performance of your
obligations and exercise of your rights under this Agreement or (c) any claim
that our exercise of our rights hereunder violates any law or the right of any third
party. You will not consent to the entry of any judgement or settle any claims
without our prior written consent. You will use counsel reasonably satisfactory to
us to defend any claims. If we reasonably determine that a claim might
adversely affect us, we may take control of the defense at our expense (and
without limiting your indemnification obligations). You will not assert, authorize,
encourage or participate in any patent infringement claim against us with
respect to the Services.
8. Limitation of Liability. EXCEPT WITH RESPECT TO ITS INDEMNITY OBLIGATIONS
UNDER SECTION 7 OF THIS AGREEMENT OR OBLIGATIONS OF CONFIDENTIALITY
UNDER SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE
FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES
ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE
REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND
REGARDLESS OF THEORY OF LIABILITY. THE SERVICES ARE PROVIDED ON AN “AS
IS” BASIS. BLAK-X SPECIFICALLY DISCLAIMS, WITH RESPECT TO ALL THE SERVICES,
ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. IN NO EVENT SHALL BLAK-X’S LIABILITY HEREUNDER
EXCEED $5,000.
9. Confidentiality. You will not disclose Blak-X Confidential Information during
the Term or at any time during the 3-year period following the end of the Term.
You will take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of Blak-X Confidential Information, including, at a minimum,
those measures you take to protect your own confidential information of a
similar nature. You will not issue any press release or make any other public
communication with respect to this Agreement.
10. Amendment. We may have the need to update the terms of this
Agreement from time to time as our Services evolve. We may provide you no
less than 5 days’ advance notice of any changes in writing (which may be via
email or mail) and afford you with the means of terminating this Agreement. If
we do so and you do not terminate this Agreement during that period of time,
the changes we notify you of will become binding between you and us.
11. Governing Law. This Agreement and the transactions contemplated hereby
shall be governed by the laws of the State of Indiana, without reference to rules
governing choice of laws or the U.N. Convention on Contracts for the
International Sale of Goods. You hereby irrevocably consent and waive any
objection to the exclusive jurisdiction and venue of the federal and state courts
located at Johnson County, Indiana with respect to any claims, suits or
proceedings arising with respect to our exercise of the rights granted by you
under this Agreement and any other dispute arising out of or in connection with
this Agreement.
12. Miscellaneous. You acknowledge that you are entering into a distinct and
separate agreement with each of Jac-Ennedy International LLC, and Blak-X Services. You will
not collect, store, or use for any purpose any information pertaining to our
customers. Nothing in this Agreement will obligate us to exercise any of the rights
you grant to us under this Agreement. If any provision of this Agreement is held
invalid by a court with jurisdiction over the parties to this Agreement, such
provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the Parties in accordance with applicable law, and the
remainder of this Agreement will remain in full force and effect. Sections 6, 7, 8,
9, 11, and 12 shall survive expiration or termination of this Agreement. Each Party
will be responsible, as required under applicable law, for identifying and paying
all taxes and other governmental fees and charges (and any penalties, interest,
and other additions thereto) that are imposed on that Party upon or with
respect to the transactions under this agreement. Each Blak-X Party is severally
liable for its own obligations under this Agreement and is not jointly liable for the
obligations of other Blak-X Parties. We may assign, novate or sub-license this
Agreement to any Affiliate and any Blak-X Affiliate may otherwise join as a
party to this Agreement. You may not assign this Agreement, by operation of
law or otherwise, without our express prior written approval. Any notice or other
communication to be given hereunder will be given to us via e-mail
to team@blak-x.com and to you via email to the address you used to accept
this Agreement, or to such other e-mail or physical addresses as you or we may
specify from time to time. Any notice of termination or other legal notice or
communication from you to us will also be given via e-mail
to team@blak-x.comThe date of receipt will, in the case of e-mail, be
deemed the date on which such notice is transmitted. The parties may sign this
Agreement by electronic means and in several counterparts, each of which will
be deemed an original but all of which together will constitute one instrument.
13. Definitions. Capitalized terms used but not defined in elsewhere in this
Agreement have the meanings given below:
a. “Affiliate” means any entity that directly or indirectly controls, is controlled
by, or is under common control with us or you, as applicable.
b. “Blak-X Confidential Information” means all nonpublic information
disclosed by us, our Affiliates, business partners or our or their respective
employees, contractors or agents that is designated as confidential or that,
given the nature of the information or circumstances surrounding its disclosure,
reasonably should be understood to be confidential. Blak-X Confidential
Information includes: (a) non-public information relating to our or our Affiliates or
business partners’ technology, customers, business plans, promotional and
marketing activities, finances and other business affairs; (b) third-party
information that we are obligated to keep confidential; and (c) the nature,
content and existence of any discussions or negotiations between you and us or
our Affiliates. Blak-X Confidential Information does not include any information
that: (i) is or becomes publicly available without breach of this Agreement; (ii)
can be shown by documentation to have been known to you at the time of
your receipt from us; (iii) is received from a third party who did not acquire or
disclose the same by a wrongful or tortious act; or (iv) can be shown by
documentation to have been independently developed by you without
reference to the Blak-X Confidential Information.
c. “Blak-X Indemnified Parties” means, each of Jac-Ennedy Foundation, and Blak-X
Services, and their respective Affiliates, successors, licensees, agents, attorneys
and assignees, and the officers, directors, shareholders, contractors, members
and employees of the foregoing.
d. “Artwork” means the front cover art associated with a particular Podcast
and artwork, graphics, written work containing text and/or images and the
Podcaster Name and Likeness Materials associated with or related to the
applicable Content.
e. “Metadata” means textual information identifying, associated with or
related to Content, including Podcaster name(s) and Podcast genre or
category.
f. “Podcaster Name and Likeness Materials” means the names, likenesses,
images, trademarks, logos, biographical materials and other identifying
materials associated with the applicable Podcaster and other information