WEBSITE CONTENT LICENSE AGREEMENT
THIS WEBSITE CONTENT LICENSE AGREEMENT (“AGREEMENT”) PROVIDES THE TERMS UNDER WHICH YOUR LICENSED CONTENT IS PROVIDED TO BEYONDISH. BY PROVIDING YOUR LICENSED CONTENT TO BEYONDISH YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THESE TERMS AND CONDITIONS WILL CONSTITUTE A LEGALLY BINDING CONTRACT.
Beyondish LLC, a Delaware limited liability company (“Beyondish”, “Licensee”, “we”, “us” or “our”), owns and operates the Internet website, pages and services accessible at www.beyondish.com (the “Site”) where among other uses, visitors to the Site (“End Users”) will be able to access content you license under this Agreement. You are a content creator desiring to license content for use on the Site and Related Media (“Licensor”, “you” or “your”). You own or otherwise have rights to license your Licensed Content (as defined below) to Beyondish and its End Users.
Definitions:
"Licensed Content” means Licensor Profile Information, Review Information and Related Media Information.
“Licensor Profile Information” is the information regarding you that you wish to be included with Licensed Content you provide to Beyondish.
"Related Media" means those mobile sites, mobile applications (apps), widgets, gadgets, RSS feeds, e-mail newsletters, social media accounts and other content delivery media owned, operated and controlled by Beyondish.
“Review Information” is text, graphics, images, video or other data in any form or format that you provide to us regarding any food, entertainment or hospitality related source or establishment, and any information in any form related to food, entertainment or hospitality.
"Terms of Use" means any terms and conditions of access to and use of the Site or Related Media by End Users.
License:
You grant to Beyondish and its affiliates a non-exclusive, non-transferable (except to any successors in interest), non-sublicensable, royalty-free, worldwide license to reproduce, display, transmit, publish and distribute the Licensed Content through Beyondish to End Users. The license is effective upon the delivery of Licensed Content to Beyondish and shall remain in effect until any termination under the terms of this Agreement. The foregoing license includes the right to permit End Users to access the Licensed Content and use the Licensed Content, subject to any Terms of Use. The foregoing license further includes the right for Beyondish to advertise, market, edit, modify for formatting, length and layout purposes, create derivative works from and promote the availability of the Licensed Content and the Site, and to identify you as a content provider. You acknowledge that the licenses granted in this Agreement give us the right, but not the obligation, to provide the Licensed Content on the Site or through Related Media. Neither this Agreement nor the licenses granted hereunder convey any ownership right in any of the Licensed Content, or other materials provided by you hereunder. Except for the express licenses in this Agreement, all right, title and interest in and to the Licensed Content and will remain yours and your licensors, as applicable.
If you instruct us to delete or make inaccessible any Licensed Content because such content may contain errors, is or could be subject to a third-party claim, we will comply with such instruction as promptly as reasonably possible.
You agree that you will not include in your Licensed Content anything that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invades another’s privacy, hateful, or racially, ethnically or otherwise objectionable or that is determined by Beyondish (in its sole discretion) to be inappropriate for the Site. You agree that you will not include in your Licensed Content anything that you do not have a right to license to us or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity.
Right to Terminate Agreement: Either party may terminate this Agreement at any time, for any reason or simply for convenience, without liability to the other party. The termination shall be effective upon two (2) weeks written notice to the other party, and Beyondish will use reasonable efforts to remove Licensed Content from the Site within said 2 weeks..
Notwithstanding the for foregoing, provisions set forth in paragraphs with the headings Disclaimer and Limitations of Liability and Indemnification, will survive any termination of this Agreement.
Disclaimer and Limitations of Liability: EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. NEITHER LICENSOR NOR LICENSEE SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify, defend and hold us harmless against all losses arising out of or resulting from any claim, suit, action or proceeding by an unaffiliated third party related to or arising out of a claim that the Licensed Content, or our use thereof in compliance with this Agreement, infringes an intellectual property right of any third party or violates any applicable law. We agree to indemnify, defend and hold you harmless against all losses arising out of or resulting from any claim, suit, action or proceeding by an unaffiliated third party related to or arising out of: (a) the Licensee Site or Related Media, including any material displayed or services provided thereon but excluding Licensed Content used in accordance with this Agreement.
