Bing PubHub Content License Agreement - Shorts Cars Bing PubHub Content License Agreement Bing PubHub Content License Agreement
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Bing PubHub Content License Agreement

 Bing PubHub Content License Agreement

This Bing PubHub Content License Agreement (the “Agreement”) is between the entity you represent, or, if you do not designate an entity, you individually (“you” or “Licensor”), and Microsoft Corporation (collectively with its Microsoft Affiliates, “Microsoft”). 


PROGRAM REQUIREMENTS. In order to participate in this program, you must sign-in to the Bing PubHub portal using a Microsoft Account, and verify ownership of the domain(s) containing the Licensed Content through the Bing Webmaster tool. If you are entering into this Agreement on behalf of an entity, you must indicate which entity and provide your business contact information in the indicated fields within the Bing PubHub portal. Licensor will be responsible for User support for the Licensed Content.

ACCEPTANCE OF TERMS. This Agreement becomes effective on the date you click to accept these terms within the Bing PubHub portal. To the extent you are entering into this Agreement on behalf of an entity, you represent and warrant you have the proper authority to bind such entity to this Agreement. 

DEFINITIONS. Defined terms are set forth in Section 11. Other capitalized terms used have the meaning attributed to them elsewhere in this Agreement.

LICENSES

Grant. Licensor grants Microsoft a non-exclusive, worldwide, non-transferable, fully paid-up, perpetual license to:

Reproduce, use, promote, copy, integrate, publicly perform, merge, append, aggregate, publish, display, translate, transmit, prepare derivative works, edit and modify the Licensed Content as part of any Microsoft Offering, directly or indirectly, including through RSS, application programming interfaces, blog, email, shortcuts, email feeds, newsletters, short message service, etc., without restriction. For clarity, Microsoft may distribute the Licensed Content without limitation to third parties, as part of a Microsoft Offering, via application programming interface or other similar means. The Licensed Content may be temporarily or permanently downloaded by Users for offline viewing or sharing;

Use the Licensed Content, as such Licensed Content appears in the Microsoft Offering pursuant to the license rights in this Agreement, to demonstrate and promote the Microsoft Offering. Such demonstrations may include industry events, presentations, advertising “upfronts”, and on Microsoft’s corporate web sites. Microsoft will not use the Licensed Content in a negative, obscene, libelous or defamatory manner, or in a manner as to create the appearance of sponsorship, endorsement or affiliation between Licensor and Microsoft;

Without limiting the licenses granted in this Section 4, sublicense the foregoing rights to the Licensed Content to Microsoft Affiliates solely for the purpose of operationalizing this Agreement.

Reservation. As between the parties and subject to the licenses in this Agreement, Licensor owns all rights in the Licensed Content and Microsoft owns all rights in the Microsoft Offering and any software and other materials provided by Microsoft to Licensor under this Agreement. Each party reserves all rights not expressly granted in this Agreement.

DISTRIBUTION

Distribution. Subject to the terms of this Agreement, Microsoft has the sole right to determine the terms of use and licensing of the Microsoft Offering (and any content contained in it) and any other Microsoft Offering circumstances of distribution, including levels of effort, position, distribution channels, name, rights granted to Users, pricing, promotion, marketing, advertising, and when to cease sales and support. Notwithstanding anything else to the contrary, this Agreement does not require Microsoft to distribute or use the Licensed Content, and Microsoft may cease distributing and using the Licensed Content at any time.

Relationship. This Agreement is non-exclusive and does not restrict Microsoft from acquiring, marketing, developing, or distributing technology, data, content, products, or services similar to the Licensed Content, or instead of or in addition to the Licensed Content. 

CHANGING OR ENDING THE PROGRAM. Microsoft may change or amend these terms at any time. Microsoft will provide notice of such changes by posting updated terms on the Bing PubHub portal, in an email notification, or through other reasonable means. If you do not agree to the changes, you must stop participating in the program otherwise the new terms will apply to you. You may terminate your participation in the program by providing thirty (30) days prior written notice to Bing PubHub Customer Support through the portal, or by emailing BingNewsPB@microsoft.com. Termination of this Agreement, for any reason, will not affect any rights in the Licensed Content granted to Users by Microsoft under this Agreement. Microsoft may internally archive the Licensed Content after termination for archival purposes or as otherwise required by law. For purposes of clarification, following termination of this Agreement, Microsoft is not restricted from obtaining crawled content that may be the same or overlap with Licensed Content provided by Licensor under this Agreement. The following sections will survive termination of this Agreement for any reason: 2, 3, 4.2, 5-11

WARRANTIES

Licensor warrants that: (a) it has full power and all necessary rights to enter into this Agreement and has not granted and will not grant any rights to third parties that prevent Microsoft from fully exercising the rights granted under this Agreement; (b) Licensor owns the Licensed Content or has licensed it from third parties with rights sufficient to grant Microsoft the licenses in this Agreement (without any payment by Microsoft to any third party and without the need for Microsoft to clear or obtain any additional rights to exercise these licenses (e.g., third party statistical data, talent fees, residual payments); (c) the Licensed Content and Microsoft’s exercise of the licenses set forth herein do not and will not violate any third party intellectual property rights (including copyright, patent, trade secret, and trademark), or other third party proprietary, privacy, personal or publicity right; (d) the Licensed Content is not misleading, false, libelous, defamatory, obscene, unlawful, or injurious to any third party; (e) the Licensed Content meets the Specifications; and (f) the Licensed Content is not, and will not be, in whole or in part, governed by an Excluded License.

Disclaimer. EXCEPT AS PROVIDED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES. THIS INCLUDES THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

INDEMNIFICATION

Licensor will defend, indemnify and hold Microsoft, including its subsidiaries, Microsoft Affiliates, agents, and licensees (collectively, the “Indemnified Parties”), harmless from all expenses (including all judgments, settlements, attorneys’ fees, and costs) related to any Claim. “Claim” means any third-party allegation related to or arising out of a breach of the warranties in Section 7. The Indemnified Party will: (a) promptly notify Licensor of any Claim; (b) permit Licensor (through mutually-agreed counsel) to answer and defend the Claim; and (c) provide non-confidential information and assistance, at Licensor’s expense and request, as needed to defend the Claim. The Indemnified Party may, at its expense and with separate counsel, monitor or participate in the defense. Licensor will not be responsible for any settlement made by the Indemnified Party without Licensor’s consent. The Licensor may not settle or publicize any Claim without the Indemnified Party’s consent.

Duty to Correct. If the Licensed Content is held to be infringing and the use of it, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Licensor will notify Microsoft and immediately, at Licensor’s expense: (a) procure for Microsoft the right to continue use of the Licensed Content; or (b) replace or modify the applicable Licensed Content with a version of the Licensed Content that is non-infringing and that meets the Specifications to Microsoft’s satisfaction.

EXCLUDED DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, LOST PROFITS, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO LICENSOR’S INDEMNIFICATION OBLIGATIONS OR VIOLATION OF MICROSOFT’S INTELLECTUAL PROPERTY RIGHTS.


GENERAL TERMS

Publicity. Licensor will not communicate with the press or public regarding any aspect of this Agreement, or the parties’ relationship under it, without Microsoft’s prior written consent.

Jurisdiction and governing law. The laws of the State of Nevada govern this Agreement without regard to conflict of law provisions. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods do not apply.

Assignment. Microsoft may assign this Agreement, in whole or in part, at any time without notice to you. Licensor may not assign this Agreement, or any part of it, without Microsoft’s prior written consent. Any attempt by you to do so is void.

Miscellaneous. You agree to receive electronic notices from Microsoft, which may be sent by email to the email address provided by you. Notices are effective on the date sent. Unless otherwise specified in this Agreement, notices to Microsoft may be sent to: Microsoft Corporate, Legal and External Affairs, One Microsoft Way, Redmond, WA 98052, USA. When performing this Agreement, each party will comply with applicable laws and regulations. Delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy. If a court determines that a provision of this Agreement is unenforceable, the remaining provisions will remain in full force and effect. Rights and remedies under this Agreement are cumulative. This Agreement: (a) is the entire agreement between the parties regarding its subject matter and replaces all prior agreements, communications and representations; (b) does not affect the use of data or content that Microsoft acquires outside of this Agreement; and (c) does not create an employment, agency, or partnership relationship or grant a franchise. The parties: (x) will remain obligated under this Agreement even if they cause Microsoft Affiliates or Licensor Affiliates (as applicable) or designated third parties to perform their obligations; (y) are not liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (e.g., natural disasters, war); and (z) are independent contractors and have no authority to act on behalf of or bind the other.

DEFINITIONS

“CAP” means Microsoft’s “Creative Acceptance Policy” (currently available at http://advertising.microsoft.com/creative-acceptance-policy);


“Excluded License” means a license for the Licensed Content and any other software or content combined or distributed to Microsoft with the Licensed Content, where the license includes terms providing that: (a) the licensee of the content or software is authorized to make modifications to, or derivative works of, the content or the source code for the software; and (b) the licensee is authorized to distribute such modifications or derivative works of the content or software only if subsequent licensees are authorized to modify or make further derivative works of licensee’s modifications or derivative works (e.g., GPL);


 “Licensed Content” means the items licensed to Microsoft under this Agreement, consisting of all images, video and text (so long as a text snippet from each individual article does not exceed 250 words, excluding the headline) contained in the website domain(s) specified by Licensor on the Bing PubHub portal, which Microsoft may access by crawling, a content feed, or other means;


“Licensor Affiliate” means any legal entity that Owns, is Owned by, or is commonly Owned with Licensor;


 “Microsoft Affiliate” means Microsoft Corporation and any legal entity that Microsoft Corporation directly or indirectly Owns and any Microsoft Special Affiliate;


“Microsoft Offering” means, collectively, the products, web sites, applications, software, or services developed, owned or operated by Microsoft or Microsoft Affiliates, and accessible via any internet-enabled device on any Microsoft or third party software platform, through any means of transmission now known or hereafter invented. At Microsoft’s discretion, “Microsoft Offering” may also include: (a) non-English language or co-branded versions of the above offerings that are distributed either by Microsoft or a third party; (b) Microsoft services rendered on or within third party web sites, applications, software or services (e.g., Bing powered search on third party services); and (c) a pay subscription service provided use of the Licensed Content on such service is made available to Users at no additional charge (e.g., Microsoft’s proprietary online interactive entertainment service branded Xbox LIVE);


“Microsoft Special Affiliate” means any entity partially owned by Microsoft Corporation or a Microsoft Affiliate in any particular geography through which: (a) Microsoft Corporation or a Microsoft Affiliate is conducting its primary business for any Microsoft Offering in the applicable geography through such entity; (b) such entity has not been set up to frustrate the purposes of the license limitations in this Agreement; and (c) either (i) Microsoft Corporation or a Microsoft Affiliate owns less than 50% of its equity interest due to regulatory requirements in that market that prohibit 50% or more ownership, or (ii) the entity is in China and Microsoft Corporation or a Microsoft Affiliate owns at least 45% of the entity’s equity interest;


“Own” means either having ownership of 50% or more of the entity, or the right to direct the management of the entity;


“Specifications” means any technical or editorial guidelines communicated to Licensor by Microsoft, including the Bing PubHub Guidelines for Publishers and the CAP;


“User” means any person to whom, or entity to which, Microsoft distributes the Licensed Content.