WHAT’S NEW RESOURCE

TERMS AND CONDITIONS

 

By submitting your new product or service to the What’s New Resource.com (“WNR”), the individual/company (“Company”) agrees with to the following terms and conditions.

Agreement to Display the Creative Components
1.1 Agreement to Display Submitted Listing. Subject to the terms and conditions of this agreement WNR at its discretion shall display the Creative Components on the Website as detailed.

1.2 Agreement to Display Advertising. Subject to the terms and conditions of this Agreement and upon payment of a scheduled fee WNR shall display the Creative Components on the Website as detailed in the advertising agreement.

1.3 Amendments to Submission. Company shall have the right to cancel or amend any submission, provided that WNR shall have the right to charge an additional fee for its services.

1.4 Acceptance or Rejection of Submission. WNR has the right, in its sole discretion, to accept or reject any Submission. No submission is binding unless accepted by WNR.

1.5 Clearances. Company shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Company to create any creative components and grant WNR the right to reproduce and display it on the website.

1.6 Policies and Approval.
(a) All submissions must conform to the then-current WNR policies, which WNR shall send or otherwise make electronically available to Company.

(b) WNR reserves the right to reject any Submission, regardless of whether such Submission was previously accepted, which, in its sole discretion, it determines (i) does not comply with any WNR Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by WNR.

(c) At its discretion WNR shall notify Company of any objection to any Submission therein. WNR may, in its sole discretion provide Company with the opportunity to amend or replace a rejected submission.

(d) WNR reserves the right to edit submittal in order to conform the space requirements as stated on the WNR submittal form.

Subject to the terms and conditions of this Agreement, Company grants WNR a limited, royalty-free, non-exclusive, non-transferable license to reproduce, publish, and distribute each submission, including all of Company’s Intellectual Property contained therein, on the Website in accordance with the terms of this Agreement. Other than this express license, Company grants no right or license to WNR by implication, estoppel, or otherwise to any of Company’s Intellectual Property.

1.7 Company Representations, Warranties, and Covenants. Company represents, warrants, and covenants to WNR that:

(a) at the time of each submission’s publication on the website any statement, claim, or representation made by Company in it (i) will be supported by competent and reliable prior substantiation in accordance with all applicable Laws;

(b) Company has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize WNR to use, the contents and subject matter contained in any Submission including: (i) any Intellectual Property; (ii) any testimonials or endorsements contained in any Submission; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary;

(d) Company shall use the WNR website solely for its own benefit and not for the placement of any third-party promotion.

Indemnification
1.11 Company Indemnification Obligations. Company shall defend, indemnify, and hold harmless WNR and its representatives, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by or awarded against WNR.

1.12 Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party’s willful or reckless acts or omissions.

Limitation of Liability
NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1.21 Duration of Submitted Listing Display. The Submission will be displayed by WNR on the Website for a minimum of 30 days and a maximum to be determined by WNR in its sole discretion, with the objective of restricting content to recently introduced products. Company may withdraw its Submission at any time upon reasonable prior written request to WNR.

1.22 Duration of Advertising Display. The Submission will be displayed by WNR on the Website pursuant to the agreed upon time frame per the advertising agreement.

Miscellaneous
1.31 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties as set forth on the main submission page.

1.32 Choice of Law. This Agreement and all Insertion Orders and other related documents [, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute] are governed by, and construed in accordance with, the laws of the State of California, United States of America.

1.33 Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.