Third-Party Content Sublicense Addendum

Last revised: September 2023

1. Third-Party Content Sublicense

  1. Subject to the terms contained herein, in the Agreement, or as otherwise transmitted to Publisher in writing at any time, EX.CO hereby grants to Publisher a limited, revocable, non-transferable, non-assignable, non-sub licensable, non-exclusive, sublicense to display Licensed Material on Publishers’ approved properties and territories (as described in the Agreement), during the term of the Agreement (“Licensed Purpose”). Nothing herein shall be construed as granting to Publisher any ownership, copyright, or any other right save for those rights specifically granted hereunder.

2. Prohibited Activity

Publisher is expressly prohibited from any of the following in relation to this Addendum:

  1. use the Licensed Material for any purpose other than the Licensed Purpose;
  2. re-sell, assign, sub-license or otherwise engage in any commercial distribution of the Licensed Material to third parties;
  3. grant permission of any kind (whether or not for gain) for the use of the Licensed Material by any third party;
  4. incorporate the Licensed Material into any logo, corporate ID, trademark or service mark;
  5. reproduce, store or communicate or make the Licensed Material available to the public except as may be necessary or incidental to the use of the material for the Licensed Purpose;
  6. crop, edit, manipulate, reformat or other alter of the Licensed Material and to create any derivative work from, or that incorporates, the Licensed Material;
  7. knowingly use the Licensed Material on a website or otherwise in association with other content or material which infringes any intellectual property right of any third party, or which shall be defamatory or otherwise unlawful in any respect;
  8. reproduce the Licensed Material in any secondary reproduction such as compilation, screen-shot or in-context promotion.

3. Removal

  1. Publisher acknowledges that EX.CO may remove, restrict, limit or block Licensed Material (including such which was already embedded on third party websites, social networking platforms or applications) at EX.CO’s sole reasonable discretion, at any time and without notice including as a result of a requirement by the third-party content provider or a license holder, or if EX.CO deems any use by Publisher to constitute a breach, or to put EX.CO, third-party content provider or content licensors at risk.

4. Publisher Representations

Publisher hereby represents and warrants at all times during the term of this Third-Party Content Sublicense Addendum:

  1. to comply in full with the terms and conditions of this Sub License Addendum and to indemnify Third-Party Content Provider and EX.CO against all actions’ claims, demands, and proceedings arising out of or in connection to a breach of the Publisher’s representations and warranties hereof.
  2. to take all reasonable steps to co-operate with EX.CO and Third-Party Content service Provider in the event that the rights holder and/or and Third-Party Content service Provider shall at any time require editorial revisions to the Licensed Material or the removal (for good and valid reason) of Licensed Material that has been provided to a Publisher.
  3. to provide any reporting as shall be required by EX.CO.
  4. to comply with all applicable laws in performing its obligations and exercising its rights under this and Third-Party Content service Provider Addendum.
  5. to make its best endeavours to ensure that the approved properties do not constitute, facilitate, or promote illegal products, services or activities, promote the sale or use of tobacco products and related paraphernalia, promote the sale or use of illegal or recreational drugs, promote the sale or use of weapons, ammunition, or explosives, contain adult content (includes nudity, depictions of people in explicit or suggestive positions, or activities that are overly suggestive or sexually provocative), contain content that infringes upon or violates the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, contain deceptive, false, or misleading content, including deceptive claims, offers, or methods.

5. Reports

  1. Upon reasonable notice, Publisher shall provide sample copies of use of the Licensed Material or allow EX.CO and/or and Third-Party Content Service Provider access to any restricted website free of charge where the Licensed Material is reproduced. Without derogation from any other right or remedy available to EX.CO or and Third-Party Content Service Provider, if a report reveals any infringement, breach, unauthorized use or under payment by Publisher, the Publisher shall remediate it immediately upon receiving notice thereof, and promptly pay any such underpayment if so required.

6. Liability; Indemnification

  1. Publisher hereby acknowledges that EX.CO does not own or control the Licensed Materials, and shall under no circumstances be responsible or liable for any use thereof by or on behalf of Publisher. Notwithstanding the foregoing, it is agreed by Publisher that any Indemnification under this and Third-Party Content Service Provider Sub License Addendum is subject to (i) Payment of the Indemnification amount to EX.CO by the Third-Party Content Service Provider and (ii) the maximum liability resulting from and Third-Party Content Service Provider indemnification obligations shall not exceed the amount actually paid by the Third-Party Content Service Provider to EX.CO.
  2. If the Licensed Material is, or is likely to be held to be, infringing, Publisher must immediately notify EX.CO in writing. In such event, EX.CO shall promptly notify the Third-Party Content Provider so that it shall check and if applicable, at the Third-Party Content Provider’s expense and option, either: (i) procure the right to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate the applicable License and refund the unused licensed fees, if any.
  3. The Third-Party Content Service Provider will have no liability to the extent the alleged infringement or misappropriation was caused by: (i) modifications to the Licensed Materials made by or on behalf of the Publisher; (ii) use of the Licensed Materials other than in accordance with the terms and conditions or in combination with any products or services where such combination was not within the reasonable contemplation of the parties, under the Agreement and this Addendum; or (iii) the failure to use corrections or updates to the Licensed Materials provided by EX.CO or the Third-Party Content service Provider.
  4. Publisher shall promptly, and in any event within five business days upon receiving such claim, notify EX.CO in writing of the third-party claim and provide reasonable cooperation, all necessary information and full authority to the Third-Party Content Service Provider to defend or settle the claim, provided that such settlement does not impose any obligation (monetary or otherwise) on Publisher or EX.CO (other than to cease using the infringing Licensed Material) without its consent.

7. Term & Termination

Either party may (by written notice to the other party) terminate this Agreement with immediate effect if:

  1. Either party any material breach of its obligations under the Agreement which is incapable of remedy, or if capable of remedy, is not remedied within thirty (30) business days of the other party giving written notice requiring the breach to be remedied; or
  2. with immediate effect by notice in writing if either party should become insolvent or otherwise unable to pay its debts as and when they fall due, should have appointed to it a liquidator, receiver, or administrator, or for any other reason should cease or threaten to cease trading or business.