The Red Swoosh Publishing Agreement
1. Definitions
(a) "Content" means the text, images, video, audio (including, music used in time relation with text, images, or video), advertisements, links, pointers, software and other data that Publisher has rights to distribute and make available on Publisher’s website, which is also made available for inclusion in, and management by, the Service by establishing a Red Swoosh Link or as otherwise provided in the applicable Red Swoosh documentation.
(b) "Service" means the suite of products and offerings that are explained in available Red Swoosh documentation.
(c) "Documentation" means all written documents provided by Red Swoosh describing its products and technology.
2. Representations and Warranties.
(a) Representations and Warranties.
(i) Customer represents and warrants that (i) Customer has the right, power and authority to enter into this Master Agreement and perform Customer’s obligations hereunder, including all necessary rights in and to the Content for use within the scope of this Master Agreement; (ii) this Master Agreement is a valid and binding obligation of and enforceable against Customer in accordance with its terms; and (iii) the making of this Master Agreement by Customer does not and will not conflict with any agreement existing between Customer and any third party; and (iv) Customer has the rights to distribute all Content being delivered utilizing the Red Swoosh Service.
(ii) Red Swoosh represents and warrants that (i) Red Swoosh has the right, power and authority to enter into this Master Agreement and perform its obligations hereunder; (ii) this Master Agreement is a valid and binding obligation of and enforceable against Red Swoosh in accordance with its terms; and (iii) the making of this Master Agreement by Red Swoosh does not and will not conflict with any agreement existing between Red Swoosh and any third party.
(b) Customer Covenants. During the Term and in connection with Customer’s access to and use of the Service, Customer further covenants that Customer will not use any device, software or routine, or take any action whatsoever, to interfere or attempt to interfere with the proper working of the Service.
3. Intellectual Property.
(a) License to Distribute. Publisher represents that it has the license to distribute all Content utilizing the Red Swoosh Service.
(b) License by Red Swoosh. Red Swoosh grants to Publisher, and its affiliates, a non-exclusive license during the Term to publish the Red Swoosh Links on Publisher’s websites for the purpose of accessing and using the Service.
(c) License by Publisher. Publisher hereby grants Red Swoosh the limited, royalty-free, non-exclusive license during the Term to (i) use, copy, and publicly display the Publisher Marks during the Term solely for purposes of providing the Service to Publisher; (ii) access, reproduce and distribute the Content solely as required to run the Service and as otherwise outlined in this Publisher Agreement; (iii) temporarily store or cache the Content as necessary for the operation of the Service.
(d) Restrictions. Except and only to the extent specifically permitted in this Master Agreement, Publisher may not: (i) modify the Red Swoosh Technology, or the Service; (ii) transfer, or permit another person or entity other than Publisher to use the Red Swoosh Technology, and the Service; and (iii) decompile, disassemble, reverse engineer, or otherwise access or attempt to access the source code and object code for the Red Swoosh Technology (iv) utilize the Service to distribute any data other than Content as defined in this agreement.
4. Indemnification.
Both Parties will at all times indemnify and hold the other harmless from and against any and all claims, losses, damages, liabilities, costs and expenses, including without limitation, legal expenses and attorneys fees, arising out of any breach or alleged breach by the responsible Party of any of the terms and/or conditions contained in this Master Agreement.