CNN Wire
License Agreement


This license agreement (the “Agreement”) sets forth the terms and conditions pursuant to which CNN Newsource Sales, Inc. (“CNN-NS”) licenses individual news stories via the CNN Wire website (the “Service”) to Licensee. Licensee shall mean any individual or entity purchasing a license hereunder. By purchasing a license via the Service, Licensee represents and warrants that: (1) it has the capacity to enter into this Agreement, (2) the information provided by Licensee (including, but not limited to, credit card, email and billing information) is current, complete and accurate, and (3) it agrees to the terms and conditions set forth herein.

1. License. Subject to the terms and conditions of this Agreement, CNN-NS hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide license to incorporate, publish and publicly display in whole (the “License”) the individual news story/stories downloaded via the Service (the “Content”) for a single use in one (1) Licensee publication such as a website or a newspaper and its related website (the “Licensed Publication”).

2. License Restrictions. The License shall be subject to the following use restrictions:

(a) Licensee may use the Content solely for editorial purposes and may not use the Content for any advertising, marketing, promotional or similar purposes or in any manner that suggests or implies any endorsement, sponsorship or affiliation by or with CNN-NS and/or its affiliates or licensors;
(b) Licensee must display, and may not modify, alter or delete, any byline, attribution and/or rights notices (e.g. copyright and fonts) within the Content, including those of third parties;
(c) Licensee must display each individual story downloaded from the Service in its entirety and may not modify, edit, excerpt from, alter or delete any portion of, the Content except as necessary to (i) change the format for use in the Licensee Publication, or (ii) to comply with Licensee’s style guide, provided that Licensee may not edit the Content in such a way as to compromise the professional integrity or editorial or technical quality of, or misrepresent any statements or facts contained in, the Content;
(d) Licensee may store or archive the Content solely as originally incorporated in the Licensee Publication, and Licensee expressly agrees not to create an archive or other product/service consisting of aggregated Content;
(e) Use of the Content within an RSS feed from Licensee’s website may consist of no more than the headline and first paragraph of the Content that link back to Licensee’s website for display of the full story;
(f) Licensee may not (i) make the Licensee Publication available in any medium or manner intended to allow or invite a third party to download, extract or access the Content as a standalone file, or (ii) include the Content in an electronic template intended to be copied or published by third parties on electronic or printed products; and
(g) If the Licensee Publication is a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Content for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Content.

3. Payment of Fees. Licensee authorizes CNN-NS and/or its agents to charge its credit card the License Fees payable upon purchase of the license of the Content or a reasonable time thereafter. In no event shall Licensee's failure, for any reason, to use or display the Content reduce the License Fees.

4. Taxes. Licensee is responsible for any taxes owed by Licensee (i) as a result of purchasing a license to the Content or the payment of the License Fees, (ii) that are required or permitted to be collected from Licensee by CNN-NS under applicable law, and (iii) that are based upon the amounts payable under this Agreement. Failure on CNN-NS’ part to invoice or charge Licensee for any such taxes does not relieve Licensee of the liability to pay such taxes. Licensee will promptly reimburse CNN-NS for all taxes or other charges imposed upon CNN-NS by any national, state or municipal government upon the sale, use, production, or distribution of content.

Other than as required by law, all payments to be made by Licensee to CNN-NS under this Agreement shall be paid free and clear of any tax or other matter and without deduction or withholding for or on account of any set-off or counterclaim related to any tax or other matter. If Licensee is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the amounts due from Licensee shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, CNN-NS receives a net amount equal to the amount which CNN-NS would have received had no deduction or withholding been made. Licensee agrees to indemnify CNN-NS against any liability, including penalty and interest, imposed by a relevant tax authority as a result of its failure to withhold and settle the relevant sums due to that tax authority. All amounts payable in this Agreement are exclusive of any attributable Value Added Tax, Goods and Services Tax or similar taxes (collectively referred to as “VAT”), except where otherwise stated. Where applicable, such VAT will be added to the amounts payable under this Agreement and shall be calculated by multiplying such amounts by the appropriate rate of VAT. Where applicable, it is Licensee’s responsibility to account for and remit any such VAT to the relevant tax authorities.

5. CNN Marks; Ownership. Licensee acknowledges and agrees that (i) all rights and title in and to the Service, the Content, formats and creative material related thereto and all intellectual property rights in and to the Service and the Content shall remain vested in CNN-NS and/or its affiliates or licensors, and (ii) CNN-NS and/or its affiliates are the owner or authorized licensee of its names, URLs, logos and all other trademarks and/or service marks (“CNN Marks”) and that except as specifically authorized herein, Licensee shall be not entitled to use the CNN Marks in any manner whatsoever without the prior written consent of CNN. CNN-NS agrees that Licensee may display the CNN Marks to provide the attribution and rights notices described in Section 2 of this Agreement.

6. CNN-NS DISCLAIMER; LIMITATION OF LIABILITY. THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND LICENSEE IS RESPONSIBLE FOR ALL EDITORIAL DECISIONS REGARDING ITS USE OF THE SERVICE OR CONTENT. NEITHER CNN-NS NOR ITS AFFILIATES OR LICENSORS MAKE ANY RESPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICE OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, (A) ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY, (B) ANY WARRANTY THAT THE SERVICE OR CONTENT WILL BE PROVIDED ERROR-FREE OR WITHOUT INTERRUPTION, OR (C) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND CNN-NS, ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM THE SAME. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR DISCLAIMERS OF IMPLIED WARRANTIES, SO THE LIMITATIONS AND DISCLAIMERS SET FORTH IN THIS PARAGRAPH MAY NOT APPLY TO LICENSEE. IN NO EVENT SHALL CNN-NS, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT CNN-NS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL CNN-NS BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICE.

IN NO EVENT SHALL THE LIABILITY OF CNN-NS, ITS AFFILIATES OR LICENSORS ARISING FROM ANY CLAIM RELATED TO THE SERVICE OR THE CONTENT LICENSED HEREUNDER EXCEED THE AMOUNT OF THE LICENSE FEES PAID OR PAYABLE FOR THE CONTENT GIVING RISE TO SUCH CLAIM.

7. Licensee Indemnity. Licensee agrees that it shall indemnify, defend and hold harmless CNN-NS, its affiliates and licensors, and each of their directors, officers, agents, representatives, employees, licensors, and the successors and assigns thereof (collectively, the “CNN-NS Indemnified Parties”) from and against any and all claims, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) arising out of or related to (i) Licensee’s use of the Content; or (ii) any breach or alleged breach of any of Licensee's promises, agreements, representations or warranties expressly contained in this Agreement.

8. Unauthorized Use and Termination. Any use of the Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling CNN-NS to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to CNN-NS’ other remedies under this Agreement, CNN-NS reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times CNN-NS’ the License Fee paid for the Content for the unauthorized use of the Content. CNN-NS reserves the right to immediately terminate this Agreement in the event Licensee: (i) fails to pay the License Fee in full; (ii) uses the Content in violation of the License granted or the license restrictions set forth herein; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately stop using the Content and for any electronic or non-tangible Licensee Publication, delete or remove the Content from the Licensee Publication and Licensee’s premises, computer systems and storage (electronic or physical), or for any tangible Licensee Publication, delete or remove the Content from its premises, computer systems and storage (electronic or physical) and cease further distribution of the Licensee Publication.

9. Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide a sample copy of the Licensee Publication containing the Content to CNN-NS. Where CNN-NS reasonably believes that the Content is being used outside of the scope of the license granted under this Agreement, Licensee shall, at CNN-NS’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by CNN-NS.

10. Withdrawal. Upon notice from CNN-NS, or upon Licensee’s knowledge that the Content is subject to a threatened, potential or actual claim of infringement of another’s right for which CNN-NS or its affiliates or licensors may be liable, Licensee must immediately and at its own expense (i) stop using the Content; and (ii) for any electronic or non-tangible Licensee Publication, delete or remove the Content from the Licensee Publication and Licensee’s premises, computer systems and storage (electronic or physical), or for any tangible Licensee Publication, delete or remove the Content from its premises, computer systems and storage (electronic or physical) and cease further distribution of the Licensee Publication.

11. Arbitration. Any and all disputes arising from or relating to this Agreement, the Service or the Content shall be solely and finally settled by arbitration. The arbitration will be governed by the Federal Arbitration Act. The arbitration will be conducted at a neutral location convenient to both parties by a single arbitrator to be selected by CNN-NS. The arbitrator’s authority shall be limited to resolving individual disputes between Licensee and CNN-NS, and the arbitrator shall not determine, as an initial matter, whether class, mass or consolidated relief is permitted in arbitration. Notwithstanding the foregoing, without first seeking or obtaining any decision in arbitration (even if a similar or related matter has already been referred to arbitration in accordance with the terms of this paragraph), (i) CNN-NS, its affiliates and licensors may bring any claim or suit for the purpose of evidencing, enforcing, registering or defending their intellectual property rights in any court or forum of competent jurisdiction; and (ii) CNN-NS, its affiliates and licensors shall be entitled to seek injunctive and other equitable relief in any court or forum of competent jurisdiction to enforce this Agreement.

12. General Terms. This Agreement is solely for the benefit of the parties hereto and CNN-NS’ affiliates and licensors, and shall not be for the benefit of others. Licensee may not assign its rights or obligations under this Agreement and any attempted assignment will be void. This Agreement constitutes the entire agreement between Licensee and CNN-NS with respect to the subject matter contained herein and supersedes all previous agreements between the parties pertaining to the subject matter herein. In the event of a conflict between this Agreement and the terms contained on any invoice or other communication sent by Licensee, the terms and conditions of this Agreement shall prevail. This Agreement cannot be modified except by a writing executed by both parties. Any waiver by either party of any of the terms and conditions of the Agreement must be in writing and signed by the party waiving any such term or condition. A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or of any other term or condition of this Agreement. Unless expressly provided otherwise herein, all notices required to be given to Licensee herein shall be given in writing either by personal delivery (delivery acknowledged), by certified mail (return receipt requested), by nationally recognized private courier (e.g., UPS, FedEx), by facsimile (delivery confirmed) or by email at the contact information provided by Licensee upon purchase of the license to the Content. All notices required to be given to CNN-NS herein shall be given in writing either by personal delivery (delivery acknowledged), by certified mail (return receipt requested), or by nationally recognized private courier (e.g., UPS, FedEx) to CNN Newsource Sales, Inc., Attention: General Counsel, One CNN Center, Atlanta, Georgia 30303. All notices tendered hereunder shall be deemed given on the date of actual delivery thereof. This Agreement and any and all issues or controversies arising herefrom or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Georgia applicable to contracts made, entered into and performed entirely therein and Licensee hereby consents to exclusive jurisdiction in and service of process by any state or federal court in the State of Georgia to resolve any disputes and claims related to or arising out of this Agreement not otherwise subject to arbitration pursuant to the terms herein. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court or arbitrator to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.