Guarantee agreement for the activation of Speakup-Article™ suite services

GUARANTEE AGREEMENT FOR THE ACTIVATION OF SPEAKUP-ARTICLE™ SUITE SERVICES

 

This agreement (the “Agreement”) sets forth the conditions and warranties that Publisher must comply with in order to access and use the services provided by Audioboost S.r.l. (“Audioboost”) through the Speakup-Article™ Suite (the “Services”) and which Publisher declares that it accepts by selecting the appropriate flag visible when first accessing the platform.

 

  1. Publisher’s statements and warranties
      The Publisher represents and warrants the following:

a)    That it owns all rights necessary in order to fully and timely perform the Services;

b)   where applicable, to have the lawful and full ownership and availability of the HTML Content, as well as all related rights of use, publication, distribution, dissemination and economic exploitation necessary for the publication of the same on the Properties, in accordance with all applicable regulations (by way of example but not limited to, intellectual property and copyright regulations), including those of non-EU countries where the Content will be published;

c)    where applicable, that it has requested and obtained, from each rightsholder (including, without limitation, authors, music publishers, producers and licensors of the Audiovisuals), any consent or authorization necessary for the publication, distribution or use of the Content in accordance with the purposes of the Services and in compliance with all applicable laws;

d)   that the rights to use the Content and Metadata granted to Audioboost are also valid and recognized in non-EU countries, in accordance with local regulations, and that the license granted to Audioboost is also valid and enforceable in non-EU countries.

    1.2        The Publisher shall be solely responsible for any fees due to the rightful owners or agents of the same, even in non-EU countries, as a result of the fruition of the Podcasts by the Users (by way of example but not limited to: copyright and related rights management companies, etc.). The Publisher is obliged to hold Audioboost harmless against any non-compliance of the aforementioned fees.

    1.3        To the extent of the rights sublicensed, the Publisher agrees to guarantee, indemnify, and hold harmless Audioboost with respect to any claims that are made against Audioboost by third parties in connection with the Podcasts or otherwise the making available of the same for the benefit of Users.

    1.4        With respect to the generation of Spoken Articles through the Speakup-Article™ Suite, the Publisher warrants that:

a)    the Spoken Articles generated (i) do not and will not violate any applicable legislation or any distinctive sign, intellectual property right, industrial or other right of any third party; (ii) do not contain obscene and/or profane content and comply with the principles of public order and morality, including those recognized internationally;

b)   will not act in a fraudulent manner (by way of example but not limited to, will not generate and will not allow third parties to generate fraudulent listening or otherwise invalid Play);

c)    will not prepare copies of the Spoken Articles in the A-CMS with any technology other than what is prepared by Audioboost;

d)   will not erase, modify, damage, or alter any copyright protection technology or any mechanism embedded in or associated with the Content agreed upon between the Parties;

e)    will not authorize third parties or commit any act that deliberately encourages or induces the unlawful reproduction of Content. 

  1. Effectiveness and duration of the Agreement

This Agreement will remain in effect for the duration of the contract between Audioboost and the Adnetwork and otherwise for as long as Publisher uses the Services. Audioboost reserves the right to suspend or terminate Publisher’s access to the Services in the event of a breach of the warranties and obligations under this Agreement.

  1. Publisher’s reporting obligations

The Publisher agrees to promptly notify Audioboost of any unforeseen circumstances that may affect the performance of the Services, assuming responsibility for such omissions.

  1. Applicable Law and Jurisdiction

The Publisher accepts and acknowledges that this Agreement is governed by Italian law and that, therefore, any dispute arising out of or in connection with the Agreement, including those inherent to its validity, interpretation or performance, shall be submitted to the exclusive jurisdiction of the Court of Milan.