Terms and Conditions of Use Agreement
The Terms and Conditions of Use herein initially took effect as the Citizenside SAS Terms and Conditions of Use on October 15th, 2006 and were revised on December 31st, 2010 (in force since January 31st, 2011). This revision is published this July 4, 2013 (effective July 4, 2013).
By using the services of Newzulu Media Limited, ("Newzulu") Newzulu, Inc. and its international corporate affiliates ("Local Newzulu Bureaus") and by using any of the Websites or mobile sites it operates, including www.newzulu.com, www.citizenside.com and www.newzuluwire.com ("Newzulu Websites"), you expressly acknowledge, accept and unconditionally agree to the currently published Terms and Conditions of Use (the "TCU"). This TCU is the legal successor to the Citizenside TCU.
i) The TCU forms a binding Agreement between Newzulu Media Limited, the Newzulu corporate affiliate you nominate when you use the Newzulu Services or Newzulu Websites or otherwise the Newzulu corporate affiliate geographically located nearest your primary resident ("Local Newzulu Bureau") and yourself or the legal entity you are authorized to represent ("Parties"). Newzulu rights and obligations are held by Newzulu Media Limited unless specifically referred herein to a Local Newzulu Bureau.
ii) The TCU shall be governed and any dispute resolution or mediation related hereto convened under the laws of the British Virgin Islands or otherwise the Laws under which your Local Newzulu Bureau incorporated, with the election of jurisdiction at the discretion of Newzulu.
iii) When Newzulu services or Newzulu Websites are accessed through or in association with a Newzulu Enterprise platform, the Newzulu Enterprise platform partner ("Newzulu Enterprise Partner") is entitled to conjoin this Agreement as a Party upon written election to Newzulu. A list of Newzulu corporate affiliates, Newzulu Websites and Newzulu Enterprise Partners is provided herein. Legal benefit to every individual Citizenside TCU was assigned to Newzulu by the Commercial Court of Paris on July 4, 2013.
iv) Access to Newzulu services and Newzulu Websites is provided exclusively on the basis you agree to be bound by the TCU. If you do not accept to be bound by the TCU, do not use Newzulu services or Newzulu Websites. All use of the Newzulu services and Newzulu websites is subject to the TCU. Newzulu services include the mobile application services we operate.
v) Newzulu reserves the right to partially or completely revise the TCU at its own discretion and at any time. Any such modifications take effect on the date they are posted on the Newzulu Websites. Your use of the Newzulu Websites from that date implies your understanding, acceptance and acknowledgement of the revised TCU, which may apply retrospectively.
vi) Your understanding, acceptance and acknowledgement of this and any future revisions of the TCU, which may apply retrospectively is implied should a notice of revision of the TCU to your email registered with the service be dispatched, unless you indicate an objection within twenty-four hours by email to Newzulu (firstname.lastname@example.org) or three days by post to the address for notices provided herein.
vii) If any revisions to the TCU are not or no longer acceptable to you, then do not use the Newzulu services or the Newzulu Websites. The TCU will remain binding in respective of the period in which you use or have used the Newzulu services and Newzulu Websites except by written agreement between Newzulu and yourself to terminate the TCU.
i) The services provided on the Newzulu Websites are only available to natural persons aged 18 or over who can legally enter into contracts under the laws of the British Virgin Islands and the equivalent laws governing your Local Newzulu Bureau. If you intend to use Newzulu services and the Newzulu Websites on behalf of a legal entity, you certify and guarantee that you are authorized and entitled to bind that legal entity to the TCU.
ii) The TCU herein establishes the mutual contractual obligations between Newzulu and the users of the Newzulu services and Newzulu Websites ("Newzulu Contributors"), including the basis on which Newzulu Contributors submit Media Packages to the service subject to the Newzulu License which incorporates the Newzulu Lightbox License, Newzulu Showcase License and Newzulu Wire License.
iii) The use of the Newzulu services and Newzulu Websites implies the full and entire acceptance of the TCU herein and all associated licenses. Each Newzulu Contributor hereby enters the TCU, including the Recitals and declares their awareness, understanding and full acceptance of the TCU by their use of the Newzulu services and the Newzulu Websites. The TCU can only be revised by Newzulu.
iv) Any Newzulu Contributor can discontinue their registration to the Newzulu Websites at any time, subject to six months written notice to Newzulu as provided for under this TCU.
i) "Duration" means the length of time in hours, calendar days, calendar months or calendar years specified by the License for the transfer of the exploitation rights granted by the Newzulu Contributor to the Publisher in relation to the Media Package. This duration shall not exceed thirty clear days, except at the discretion of Newzulu.
ii) "Force Majeure" includes, in addition to events admitted by case law, any natural disaster, act of war, breach of peace, epidemic, fire, flood and other disaster, act of government, strike, lock-out, along with any electrical or technical problem external to the parties and preventing communication.
iii) "Media Package" means any general information document, image, audio, video, video stream, meta-data or copyright entitlement, in the form of an original, previously unpublished and royalty-free image or audiovisual file, uploaded or otherwise provided by any means, including but not limited from a website, by email, mobile application or contribution to a social network with a hashtag or other technological designation.
iv) "Newzulu Contributor" means any person aged 18 or over who is legally capable of entering into a contract under the laws of the British Virgin Islands, the French Civil Code and other laws as applicable to their Local Newzulu Bureau that wishes to enter a Newzulu License in relation to a Media Package.
v) "Newzulu Reporter" means any registered Newzulu Contributor
vi) "Newzulu Pro" means and Newzulu Contributor who has been designated as such by Newzulu, who has purchased a Newzulu Pro access code or who has purchased the Newzulu Pro mobile application.
vii) "Newzulu Wire Publisher" means any professional media publisher selected by Newzulu and wishing to purchase a Newzulu Wire License either by subscription or directly in relation to a Media Package provided by the Newzulu Contributor.
viii) "Personal Data" means any information provided by a Newzulu Contributor upon registration on the Newzulu Websites or during a transaction, in a Media Package advertisement, in an email or in a posting on a public forum (including Members profiles). Newzulu Contributors are solely responsible for their Personal Data, and Newzulu has only a passive intermediate role when transferring such information online.
ix) "Publication" means any act of public or corporate exploitation of the Media Package by the Publisher. It may be a single publication or numerous publications.
x) "Protected Mode" means a technically restricted mode of visualization and publication of the Media Package. Newzulu may incorporate various means to restrict visualization and publication of Media Packages at its discretion and any such means will suffice in relation to its obligations under the Newzulu Lightbox License and Newzulu Showcase License. Newzulu employs various methods to display Media Packages in Protected Mode, including:
♦ Permanent mention of the Newzulu, Newzulu Wire, Citizenside or Citizenside Pro logo, in the form of a translucent logo on the Media Package ("logo watermark process");
♦ Permanent mention of the Newzulu Contributor's account username in the form of a translucent logo on the Media Package ("credit watermark process");
♦ Streaming of the Media Package on the Newzulu Websites (used by a Newzulu Wire Publisher as a backlink), so that the Media Package can be visualized in real time and not downloaded, copied, filed or redistributed by the Newzulu Wire Publisher.
xi) "Title" means the type of media (written, audiovisual or Internet) used by the Publisher for the exploitation of the Media Package.
xii) "Territory" means the country or countries where the Media Package is permitted to be exploited, that is, the country or countries where the Title is published. Given the territorial aspect of the Internet and audiovisual publications, the Territory may be the whole world.
1. Conditions of membership and use
1.1 The Newzulu services and Newzulu Websites are exclusively available to natural persons who are legally capable of entering into contracts under the laws of the British Virgin Islands and the Laws under which your Local Newzulu Bureau was incorporated or otherwise constituted.
1.2 The Newzulu services and Newzulu Websites are not available to children under 18, unless under the supervision of an adult father/mother or legal guardian, and in that case, the said father, mother or legal guardian is responsible for any use of the Newzulu Websites.
1.3 If you are under 18 or do not otherwise meet the above requirements, then you must immediately refrain from the use of all Newzulu services and Newzulu Websites. Additionally, you are no longer authorized to use Newzulu services or the Newzulu Websites if your Newzulu account is temporarily or permanently discontinued.
1.4 Your Newzulu account (including comments and evaluation profiles) and username may not be transferred or assigned in any way to any third party without the written consent of Newzulu.
1.5 Newzulu is a financial intermediary for Newzulu Contributors and never becomes holder of principal intellectual property rights relating to any Media Package. Newzulu is not a principal in any aspect of the Newzulu Wire Licenses.
1.6 Subject to the Newzulu License rights in relation to each Media Package, whether licensed directly or as part of a Newzulu Wire subscription, are in fact contracted between the Newzulu Contributor and Newzulu Wire Publisher.
1.7 Newzulu, through the professional Newzulu Websites acts strictly as a host, facilitator and agent for Newzulu Contributors and each Media Package, marketing them to the public and to Newzulu Wire Publishers.
1.8 Newzulu makes no warranty to any Newzulu Contributor regarding the commercial potential or its ability to sell or obtain payment for any Media Package.
1.9 Newzulu makes no warranty to any Newzulu Contributor that a Newzulu Wire Publisher will make payments due under any Newzulu Wire License. Where a Newzulu Wire Publisher fails to make payments, Newzulu has no obligation to make payment to the Newzulu Contributor.
2. Newzulu Services Scope
2.1 The role of the Newzulu Contributor (or "event witness") is to share their information files, or entitlements to copyrights (the "Media Package") with the Newzulu Community and Newzulu Publishers subject to the "Newzulu License", incorporating Newzulu Lightbox License, Newzulu Showcase License and Newzulu Wire License.
2.2 The intention of the Newzulu Contributor is to allow Newzulu to obtain the widest possible distribution of each Media Package and pursue its commercial exploitation in return for the Newzulu License Royalty or other consideration if applicable, in circumstances where the Media Package is commercially exploitable on the information and media market.
2.3 The Newzulu Contributor remains the owner of each Media Package they submit to the Newzulu Services, Newzulu Websites and Newzulu Enterprise Partner websites at all times. A Newzulu License is not a sale of intellectual property, but a transfer of the exploitation rights to Newzulu for the representation and reproduction rights to the material and immaterial elements of the Media Package.
2.4 In the interest of the Newzulu Contributor and as their exclusive agent, Newzulu will negotiate with each Newzulu Wire Publisher in relation to the Duration, Publication, Title and Territory granted under each Newzulu Wire License. Under the Newzulu License, Newzulu Contributors consent to the disclosure of their account registration information, including contact details, to Newzulu Wire Publishers.
2.5 The purpose of Newzulu, as an intermediary agency and online publisher, is to enable the widest distribution, publication and maximum sales of the Media Package posted on its Newzulu Websites by the Newzulu Contributors (who expressly commission Newzulu to do so), and specifically to:
I) Publish and make available the selected Media Package on the Newzulu Websites and/or on those of Newzulu Enterprise Partners, under Protected Mode, with the aim of showcasing and promoting the Media Package as well as informing the public, subject to a specific license granted to Newzulu by the Newzulu Contributor (the "Newzulu Lightbox License").
II) Promote and distribute the selected Media Package through Newzulu Wire and Newzulu Wire Publishers, under Protected Mode, marketing the availability of the Media Package and other contributions by each Newzulu Contributor, subject to a specific license granted to Newzulu by the Newzulu Contributor (the "Newzulu Showcase License")
III) Facilitate the interaction between Newzulu Contributors and global media Newzulu Wire Publishers (the "Newzulu Wire Publishers") in order to obtain a specific commercial license for use, or otherwise provide for the use under a package subscription (the "Newzulu Wire License") of their Media Package.
2.6 A Media Package can either be a unique file, a series of files or a data stream making a whole and having the same specificities (a series of files concerning a same event and made on a same location and date). In such case, each file does not constitute a Media Package requiring a distinct License, rather each file is part of a series which constitutes the said Media Package and requires a single License.
2.7 A Newzulu Wire License represents the exclusive transfer (unless otherwise decided by the Newzulu Wire Publisher as notified to the Newzulu Contributor) of the Media Package exploitation rights by the Newzulu Contributor to the Newzulu Wire Publishers selected by Newzulu (via its Newzulu Wire portal, Citizenside Pro portal or any other such site), for a determined duration (the "Duration"), a said Publication (the "Publication"), on a said title or medium (the "Title") and for a said territory (the "Territory"), whatever the publication media.
2.8 Newzulu Wire Licenses may be undertaken in relation to each individual Media Packages or Media Packages may be subject to a Newzulu Wire License in the context of a subscription service subscribed by a Newzulu Wire Publisher, in case of which the Newzulu License Royalty is calculated in accordance with the provisions of this TCU.
2.9 In order to facilitate publication of the Media Package on the Newzulu Websites and on the websites of Newzulu Enterprise Partners, Newzulu Contributors agree to grant Newzulu a non-exclusive transfer of the Media Package exploitation rights in perpetuity, unless Newzulu is otherwise notified in writing by the Newzulu Contributor with six months ("Newzulu Lightbox License").
2.10 The Newzulu Lightbox License provides for the permanent, royalty-free publication of all Newzulu Contributor Media Packages on the Newzulu Websites and on Newzulu Enterprise Partner websites, in perpetuity, worldwide. The Newzulu Contributor expressly grants the Newzulu Lightbox License to Newzulu in relation to every Media Package this purpose.
2.11 To facilitate promotion of the Media Package on the Newzulu Websites and on the websites of Newzulu Enterprise Partners, Newzulu Contributors agree to grant Newzulu a non-exclusive transfer of the Media Package exploitation rights in perpetuity, unless Newzulu is provided six-months' notice in writing by the Newzulu Contributor (the "Newzulu Showcase License").
2.12 The Newzulu Showcase License entitles Newzulu, at its sole discretion, to License any Media Package to a Newzulu Publisher on terms that may extend to permanent, royalty-free publication on any Newzulu Wire Publisher Titles in perpetuity, worldwide, on the condition that such Media Packages are in Protected Mode. The Newzulu Contributor expressly grants the Newzulu Showcase License to Newzulu in relation to every Media Package this purpose.
2.13 Under the Newzulu License, Newzulu Contributors grant the same authorization of unrestricted publication of their Media Package under Protected Mode through social networks (such as Facebook, Youtube, Twitter, etc.). Newzulu will always seek to protect the intellectual property of Newzulu Contributors when Media Packages are promoted or otherwise distributed through social media networks.
2.14 Each Newzulu Contributor must enter their profile in the Newzulu Contributor section of the Newzulu Websites and, upon confirmation by Newzulu of their registration; the Newzulu Contributor will be entitled to submit his Media Package(s) without limitation, unless his registration is discontinued by the Newzulu Contributor or Newzulu.
2.15 Any Newzulu Contributor can operate on Newzulu Websites in an anonymous manner by virtue of the username directly linked to their user account.
2.16 Newzulu Wire Publishers register on professional Newzulu Websites, or websites affiliated with Newzulu by partnership. The primary Newzulu Websites for Newzulu Wire Publishers are Citizenside Pro (www.citizensidepro.com) and Newzulu Wire (www.newzuluwire.com).
2.17 Newzulu Contributors can submit a Media Package to Newzulu at any time, whether or not they have completed their registration through the Newzulu Websites but only submissions of Media Packages by registered Newzulu Contributors are entitled to any applicable Newzulu Royalties.
2.18 Newzulu determines a designation for each Media Package after validation of the Media Package content and it is this designation that determines Newzulu's approach to promotion and marketing of the contribution.
2.19 Newzulu publishes validated Media Packages through the professional Newzulu Websites on Newzulu Wire License terms intended to attract Newzulu Wire Publishers to acquire a License.
2.20 When Newzulu makes a Media Package available on the professional Newzulu Websites, registered Newzulu Wire Publishers are exclusively entitled to access to such a Media Package.
2.21 Newzulu Wire Publishers use the professional Newzulu Websites to obtain Newzulu Wire Licenses to Media Packages, either on the terms of their Newzulu Wire subscription or by accepting the specific Newzulu Wire License facilitated by Newzulu with a Newzulu Contributor.
2.22 A Newzulu Wire License is deemed to have been concluded between the Newzulu Contributor and the Newzulu Wire Publisher when a Newzulu Wire Publisher agrees to the terms of the Newzulu Wire License arranged by Newzulu.
2.23 Newzulu Contributors are bound to grant a Newzulu Wire License to the Publisher when it is agreed with a Newzulu Wire Publisher, for good consideration in the form of the applicable Newzulu License Royalty payable to the Newzulu Contributor.
2.24 Each Newzulu Wire License, whether subject to a Newzulu Wire subscription or in relation to a specific Media Package, is a direct arrangement facilitated by Newzulu between Newzulu Contributor and Newzulu Wire Publisher.
2.25 Newzulu is a financial intermediary between the Newzulu Contributor and the Newzulu Wire Publisher and as such charges a commission and fees as set out in this TCU, on the Newzulu License Royalties both where payments are due for direct sales of Media Packages and when Newzulu Wire Licenses are entered subject to subscriptions.
2.26 Newzulu or a Local Newzulu Bureau as agent of the Newzulu Contributor issues all necessary invoicing and sales records corresponding to each Newzulu Wire License and as may be required by each Newzulu Wire Publisher.
2.27 If the Newzulu Contributor is a professional, that is a person or entity that deals in the sale of information Media Packages according to the laws of a Local Newzulu Bureau, they are bound to render any required tax invoices to Newzulu in order to receive Newzulu License Royalties.
2.28 When a Newzulu Wire License is entered Newzulu's only obligations are to make the Media Package available to the Newzulu Wire Publisher and, subject to receipt of payment from the Newzulu Wire Publisher by Newzulu, to pay applicable Newzulu Royalty Payments to the Newzulu Contributor on the Newzulu Payment Terms detailed by this TCU.
2.29 The transfer of the payment by Citizenside to the Newzulu Contributor is subject to the effective transfer of this payment by the Publisher to Citizenside. Otherwise, the Newzulu Contributor can make no warranty claim against Citizenside for that matter; however, Citizenside will use its best efforts to obtain such payment from the Publisher.
2.30 As a financial intermediary and agent for Newzulu Contributors, Newzulu undertakes to provide services on a best-endeavors basis in order to:
♦ per;Enable the grant of Newzulu Wire Licenses for Media Packages in an anonymous manner;
♦ Negotiate a pricing, terms and conditions for each Newzulu Wire License, whether direct or subject to Newzulu Wire subscriptions, in the interest of each Newzulu Contributor.
♦ Promote and distribute Media Packages in Protected Mode Subject to the Newzulu Lightbox License and Newzulu Showcase License.
♦ Facilitate Newzulu Wire Licenses for Media Packages with Newzulu Wire Publishers and act as agent for the Newzulu Contributor, including the issuing of related administrative paperwork, including order records and invoices.
♦ Receive all payments in relation to Newzulu Wire Licenses and subscriptions incorporating Newzulu Wire Licenses, from which Newzulu deducts agreed commissions and fees before paying applicable Newzulu Royalty Payments to Newzulu Contributors.
3. Terms and conditions of the Newzulu License
3.1 All Media Packages submitted by Newzulu Contributes are considered a creation protected by copyright, unless otherwise stated by jurisprudence.
3.2 The Newzulu License includes a right of use of Media Packages in any publicity conducted by the Newzulu in order to promote the Newzulu Services or Newzulu Websites, or any publicity conducted by a Newzulu Wire Publisher in order to promote their Titles, effective in perpetuity.
3.3 Any republication or reproduction, transfer on another material or Title, or to a databank or third party, requires the transfer of a further Newzulu Wire License.
3.4 To ensure optimum publication of the Media Package, the Newzulu Contributor relinquishes any signature on the published Media Package, unless he expressly requires such signature indicated by notice served by mail or email to Newzulu (email@example.com).
3.5 Newzulu shall not itself and shall not permit Newzulu Wire Publishers to modify any Media Package in any way without the Newzulu Contributor's prior consent, unless as required in order to comply with a law or third parties rights.
3.6 The Newzulu Contributor agrees that any cropping required for the Media Package layout or publication is permitted, at Newzulu's or the Newzulu Wire Publishers' own discretion.
3.7 The Newzulu Wire Publisher (or Newzulu as the case may be) is liable for any modification by the Newzulu Wire Publisher or Newzulu of the Media Package captions or meta-date provided by the Newzulu Contributor.
3.8 The Newzulu Wire Publisher is solely liable for the texts, captions and legends created at their own initiative.
3.9 The Newzulu Contributor provides unconditional guarantees and warranties to both the Newzulu Wire Publisher and Newzulu in relation to the authenticity, origin and ownership of the Media Package.
3.10 The Newzulu Contributor acknowledges and accepts their sole criminal and civil liability for any civil and criminal penalties applicable to the submission or publication of counterfeit files or Media Packages and to any breach of third-party copyrights or privacy rights.
3.11 The Newzulu Contributor acknowledges and accepts their sole criminal and civil liability for any Media Package which constitutes untruth or falsification or presentation of information altered in any aspect by means of photomontage, photo editing, special effects, modification or false presentation of metadata
3.12 The Newzulu Contributor acknowledges and accepts their sole criminal and civil liability for any action intended to mislead Newzulu or any Newzulu Wire Publisher or Newzulu Enterprise Partner.
4. Newzulu License Royalties
4.1 Registration for the Newzulu Websites and submission of Media Package on the Newzulu Websites is offered to any natural person or entity that meets the requirements of this TCU completely free of charge.
4.2 Registered users of the Newzulu Websites may elect, by payment of the Newzulu Pro Subscription Fee or by purchase of the Newzulu Pro mobile application, to become a Newzulu Pro user, entitled to additional Newzulu License Royalties.
4.3 Publication of the Media Package under Protected Mode on the Newzulu Websites and on Newzulu Enterprise Partner Websites is subject to the Newzulu Lightbox License and Newzulu Showcase License. No Newzulu License Royalties are due for such uses.
4.4 Newzulu Wire Licenses granted to Newzulu Wire Publishers are subject to payment of Newzulu License Royalties, except as otherwise provided by this TCU. Prices are determined by Newzulu in the interest of the Newzulu Contributors and the designation of each Media Package.
4.5 For each Newzulu Wire License, whether subject to a Newzulu Wire Subscription or entered directly in relation to a Media Package, Newzulu will perceive a commission and fees, the "Newzulu Sales Fee" based on the amount of the Newzulu License Royalty payment.
4.6 The Newzulu Sales Fee shall be levied as a minimum amount on all Newzulu Royalty Payments, inclusive of all taxes, depending on the currency applicable to the Local Newzulu Bureau geographically nearest to the Newzulu Contributor:
♦ For United States payments and for all other territories not otherwise specified, the minimum Newzulu Sales Fee is USD$5;
♦ For Eurozone payments, the minimum Newzulu Sales Fee is EUR€5;
♦ For United Kingdom payments, the minimum Newzulu Sales Fee is GBP£5;
♦ For Canadian payments, the Newzulu Sales Fee is CAD$5;
♦ For Australian payments, the Newzulu Sales Fee is AUD$5;
♦ For New Zealand payments, the minimum Newzulu Sales Fee is NZD$5;
4.7 Where a Newzulu Wire License is concluded for a specific Media Package, for any Title, Duration or Territory, the Newzulu Sales Fee shall be calculated based on the Newzulu License Royalty actually received by Newzulu as eighty (80%) for Newzulu Reporter users and fifty (50%) for Newzulu Pro users.
4.8 Where Newzulu Wire Licenses are concluded subject to Newzulu Wire Subscriptions, the Newzulu Sales Fee Shall be calculated as fifty (50%) of monthly Newzulu Wire Subscription fees.
4.9 Where Newzulu Wire Licenses are concluded subject to Newzulu Wire Subscriptions, Newzulu License Royalties are shared with Newzulu Contributors on a pro-rate basis subject to allocations of such payments to Newzulu Reporter users and Newzulu Pro users respectively.
4.10 The allocation of Newzulu Wire Subscription royalties is calculated as eighty percent (80%) for Newzulu Pro users with Media Packages subject to Newzulu Wire Licenses for that Newzulu Wire subscriber that month and twenty percent (20%) to Newzulu Reporter users with Media Packages subject to Newzulu Wire Licenses for that Newzulu Wire subscriber that month with Media Packages subject to Newzulu Wire Licenses that month.
4.11 Newzulu reserves the right to revise the Newzulu Sales Fees and the pricing of Media Packages and Newzulu Wire Subscriptions at any time. The revised prices will apply as of the date of their posting on the Newzulu Websites.
4.12 Newzulu will use its best endeavors to obtain payment of Newzulu License Royalties from Newzulu Wire Publishers promptly after the conclusion of each Newzulu Wire License.
4.13 All payments to Newzulu Contributors are subject to the Newzulu Payment Terms, which may be revised at the sole discretion of Newzulu at any time.
4.14 Under Newzulu Payment Terms, Newzulu Contributors expressly permit Newzulu to retain the full amount of Newzulu License Royalty payments and Newzulu Wire Subscription payments as a security deposit up to sixty days.
4.15 Under the Newzulu Payment Terms, Newzulu Contributors expressly permit Newzulu to retain amounts due for payment until they total a minimum Newzulu Contributor.
4.16 Under the Newzulu Payment Terms, on the basis that Newzulu has been paid the Newzulu License Royalty by the Newzulu Wire Publisher, Newzulu will make a payment Newzulu Contributor the fpl License price, minus its commission as an intermediary.
5. Newzulu's roleu
5.1 Newzulu is a financial intermediary between the Newzulu Contributor and the Newzulu Wire Publisher and the professional Newzulu Websites are designed to enable the Newzulu Contributor to transfer their rights on the Media Package to a Newzulu Wire Publisher, in order to achieve publication of the Media Package.
5.2 Newzulu does not acquire any principal rights on the Media Package except as described herein, either on its behalf or on a third party behalf.
5.3 The Newzulu Contributor alone decides to offer a Media Package on Citizenside and the Newzulu Wire Publisher alone decides to purchase a License.
5.4 Newzulu does not guarantee that the Newzulu Contributor and a Newzulu Wire Publisher will conclude a Newzulu Wire License regarding a Media Package.
5.5 Newzulu does not offer any warranty regarding the quality, legality, reliability or accuracy of the Media Package, or regarding the Newzulu Contributors entitlement to sell any Media Package, or regarding the Newzulu Wire Publishers capacity to pay for them.
5.6 Newzulu reserves the right, at its sole discretion:
i) to accept or not the registration of a Newzulu Contributor or Newzulu Wire Publisher
ii) to publish a Media Package on Citizenside Pro
iii) to negotiate a floor price, terms and conditions for and Newzulu Wire License
iv) to provide a Media Package under a Newzulu Wire License free of charge
v) to produce invoices and all transaction information as it sees fit on behalf of both parties
vi) to receive Newzulu License Royalties and make payments to Newzulu Contributors, less the applicable Newzulu Sales Fee
5.7 Newzulu will communicate decisions to the Newzulu Contributor or Newzulu Wire Publisher by electronic mail.
5.8 Newzulu requires the Newzulu Contributor to mention whether they obtained the necessary authorizations to publish from any persons who may be identified on the transferred Media Package or regarding any protected right.
5.9 Newzulu makes all information provided by the Newzulu Contributor available to the Publisher who, if he decides to enter the Newzulu Wire License regarding the Media Package, is solely and entirely responsible for the content of the information thereafter published or distributed regarding any rights of third parties or legal requirements.
6.0 The Newzulu Contributor and the Newzulu Wire Publisher respectively hold Newzulu harmless and indemnify Newzulu in respect of any dispute arising between them, any claim regarding their contractual relationship, and any present or future damage, actual or alleged, arising from or relating to such claims.
6.1 In the event that a Newzulu Contributor deliberately provides misinformation or incorrect information by error or omission regarding the Media Package, Newzulu will consent to disclose the identity of the Newzulu Contributor, upon a legally binding request from an authority, Court or the Newzulu Wire Publisher.
6.2 Upon receipt of a legally binding request from an authority or Court, Newzulu will consent to disclose the identity of the Newzulu Contributor.
6. Newzulu as a publisher
7.1 As an online publisher through the Newzulu Websites (as well as through the Newzulu Enterprise Partner websites and through social networks), under the terms of the Newzulu Lightbox License and Newzulu Showcase License, Newzulu is entitled to publish under its editorial responsibility any Media Package submitted by a Newzulu Contributor in Protected Mode.
7.2 The Newzulu Contributor expressly agrees that that any Media Package can be posted, in part or in whole, freely and without any consideration, to illustrate the promotion or presentation of Newzulu, its services and the Newzulu Websites for any duration or territory, notwithstanding the nature of the publication or the media, without any limitation.
8.1 When Newzulu Contributor makes a Media Package available and a Newzulu Wire Publisher decides to purchase a Newzulu Wire License at the price set by Citizenside, as part of a Newzulu Wire Subscription, or for free as the case may be, the Newzulu Wire License is deemed binding.
8.2 At the moment a Newzulu Wire Publisher enters a Newzulu Wire License, the Newzulu Contributor grants all rights detailed therein in relation to the Media Package to the Newzulu Wire Publisher and the Publisher must pay the applicable Newzulu License Royalty.
8.3 Each Newzulu Wire License is entered subject to all conditions mentioned in the description of the Media Package, unless such conditions or the Newzulu Wire License should infringe the law or any aspect of this TCU.
8.4 Each Newzulu Wire License is irrevocable and when a Newzulu Wire License is concluded, neither the Newzulu Contributor, nor the Newzulu Wire Publisher may withdraw their consent, unless otherwise provided by the law governing this Agreement.
8.5 Without prejudice to any other remedy, Newzulu may discontinue or close a Newzulu Contributor account if it becomes apparent (following a conviction, a transaction, or an investigation conducted by the police, an insurance company or other party in authority) that such Newzulu Contributor is involved in fraudulent activities.
8.6 Citizenside undertakes to maintain all Personal Data in a strictly confidential manner, pursuant to the laws of your Local Newzulu Bureau, except as authorized by you to identify yourself on the Newzulu Websites and to use the Newzulu services.
8.7 Your Personal Data, along with any information mentioned on any Media Package offered on the Newzulu Websites:
i) must not be false, inaccurate or deceptive;
ii) must not be fraudulent or imply the sale of faked, counterfeited, borrowed or stolen Media Packages;
iii) must not infringe copyright, patents, trademarks, trade secrets or any other intellectual property right, confidentiality agreements or a third party's privacy;
iv) must not infringe any law or regulation;
v) must not be defamatory, slanderous or libelous;
vi) must not be discriminatory or incite racial, religious or ethnic hatred or violence;
vii) must not contain obscene or pedophilic material;
viii) must not contain any virus, Trojan horse, worm, time bomb, cancelbot or any other computer program intended to damage or secretly intercept any computer system, personal information or data;
ix) must not incur liability for Newzulu or loss of all or part of the services of its suppliers, especially its Internet services providers;
x) must not offer goods or services or contain direct or indirect hypertext links towards goods or services:
a) that are prohibited by the TCU herein;
b) that are identical to other Media Package offered for sale;
c) that are simptaneously contained on a Newzulu Websites other than Citizenside;
d) that a Newzulu Contributor is not entitled to sell or that a Publisher is not entitled to refer to with a hypertext link.
8.8 Newzulu Contributors are not entitled to submit any Media Package or to enter a Newzulu Wire License leading to an infringement by Newzulu of any law or regulation.
8. License offer
8.1 By registering as a Newzulu Contributor and offering a Media Package on the Newzulu Websites, the Newzulu Contributor extends an offer of a Newzulu License regarding such Media Package.
8.2 In addition to accepting the offer in each instance, Newzulu settles a floor price for the Media Package as provided by this TCU, in the interest of the Newzulu Contributor and that of the publication of the Media Package.
8.3 The offer by the Newzulu Contributor is of unlimited duration and is made on the Newzulu Websites for the benefit of Newzulu and the Newzulu Wire Publishers; the offer shall be made exclusively for no less than thirty (30) days before it becomes a non-exclusive offer.
8.4 The Newzulu Contributor can withdraw the offer of any Media Package by serving a notice in writing by post or email (firstname.lastname@example.org) subject to thirty days notice, except in the case a Newzulu Wire License has been concluded prior to such notice.
8.5 In order to promote the Media Package and offers to the Newzulu Wire Publishers, the Newzulu Contributor grants the Newzulu Lightbox License and Newzulu Showcase License to Newzulu, providing a right to publish, without any financial consideration, the Media Package on Newzulu Websites, for an unlimited duration, exclusively during the first thirty days of the offer, and then non-exclusively, thereafter.
8.6 Newzulu Contributors expressly agree not to use any software or manual procedure to copy pages of the Newzulu Websites or to record or collect any information disclosed on these pages without Newzulu's prior written consent.
8.7 Newzulu Contributors expressly agree not to use any sort of device or software in order to disturb the good operation of the Citizenside Newzulu Websites.
8.8 Newzulu Contributors expressly agree not to act in a way which would overload its infrastructure.
8.9 Newzulu Contributors accept not to copy, reproduce, alter, modify, create derived works from or disclose to the public all or part of the Newzulu Websites content without the prior written consent of Newzulu or of the relevant Newzulu Contributor.
9.1 Without prejudice to any other remedy, Newzulu reserves the right to send a warning, to discontinue, temporarily or permanently, a Newzulu Contributor's membership, to end it or to stop providing its services in the following circumstances:
i) non-compliance with all or part of the TCU herein or of the Media Package they refer to as being part of them;
ii) if Newzulu is unable to check or authenticate the information provided, and the Member does not answer to the authentication requests from Newzulu;
iii) if Newzulu considers that a Member's behavior is likely to make himself, Newzulu or other Members liable.
iv) At the sole discretion of Newzulu
10. Limited warranty
10.1 Newzulu expressly disclaims any kind of warranty regarding its relation with Newzulu Contributors, subject to the above provisions.
11.1 The Newzulu Contributors expressly agree to defend and indemnify Newzulu (including reasonable attorneys' fees) and its representatives, directors, agents or employees, against all claims or requests from third parties, caused by or arising from the infringement, by the Newzulu Contributors, of the TCU herein or of Media Package that causes an infringement of any law or right of third parties.
12. Legal compliance
12.1 Newzulu Contributors agree to comply with the current laws, regulations or standards relating to the use of Internet services, or to the distribution, purchase, solicitation or sale of Media Package, both in the British Virgin Islands and that of their local Newzulu Bureau.
12.2 Newzulu Contributors expressly acknowledge and accept that their use of Citizenside's services may cause them to be considered as a "merchant" under the laws of their Local Newzulu Bureau, with such qualification implying certain specific obligations such as a registration in the companies registry, account keeping in accordance with applicable regulations, the payment of sales taxes and other relevant duties and taxes. Merchants must comply with the regulations relating to invoices.
13. Relationships between the parties
13.1 Newzulu and the Newzulu Contributors are respectively independent parties and each acts solely in its own name and on its own behalf, subject to the rights granted to Newzulu by this TCU.
13.2 The TCU does not create any employment relationship, join venture, partnership or franchisor-franchisee relationship between Newzulu and Newzulu Contributors.
14.1 Any notice must be sent to Newzulu by email to email@example.com or by post to:
Att: Legal Department
Newzulu Media Limited
PO BOX 146,
Road Town, Tortola,
British Virgin Islands
14.2 Any notice to the attention of a Newzulu Contributor will be sent to him by email at the address provided to Newzulu upon registration. Notices are deemed to have been received 24 hours after an e-mail is sent unless the sender receives a notice that the e-mail address is not valid.
14.3 Notices may also be sent by registered mail to the postal address provided by a Newzulu Contributor upon registration. The aforementioned 24 hour period is then extended to three days after such a letter is sent.
15. Governing law – Disputes
15.1 The TCU herein shall be governed and construed in accordance with the laws of the British Virgin Islands except where is provisions apply to Local Newzulu Bureau's, in which case they may be governed and construed in accordance with the laws under which the Newzulu Contributor's Local Newzulu Bureau was incorporated.
15.2 The parties submit to the jurisdiction of the courts of the British Virgin Islands, or the Newzulu Contributors' Local Newzulu Bureau, at the sole discretion of Newzulu, for any dispute arising between the parties and relating to the execution of the TCU herein.
15.3 Wherever possible, the Parties will use their best efforts to come to an amicable settlement in advance of legal action.
16. Other provisions
16.1 Newzulu does not warrant or guarantee that the provision of Newzulu services or the Newzulu Websites, or the Newzulu Enterprise Partner websites, will be continued and error free.
16.2 Newzulu reserves the right to limit, from time to time or permanently, the activity of the Newzulu Contributors on the Newzulu Websites, pursuant to criteria and thresholds at its sole discretion
16.3 Newzulu is not liable for any failure to perform obligations arising out of the TCU herein and due to events beyond its control or resulting from an event of Force Majeure.
16.4 The provisions of this TCU are severable and In the event that one or more provisions contained in the TCU are declared by a court to be illegal, unenforceable or invalid, the remainder of the provisions of the TCU shall continue in full force and effect.
16.5 Newzulu Contributors agree that all rights and obligations arising from the TCU can be transferred freely by Newzulu without notice, whether to an affiliate of Newzulu or to a third party in the event of a merger, acquisition or control takeover.
BY ACCEPTING THE TCU HEREIN, YOU EXPRESSLY UNDERTAKE TO EXECUTE AND APPROVE ALL TERMS AND CONDITIONS OF USE, WITHOUT ANY LIMITATION OR RESERVATION.
List of Newzulu Group entities:
♦ Newzulu Media Limited (BVI)
♦ Newzulu, Inc. (Delaware, USA)
♦ Newzulu Limited (Canada)
♦ Newzulu Limited (Royaume-Uni)
♦ Newzulu SAS (France)
♦ Newzulu Limited (Australie)
♦ Newzulu Limited (Nouvelle Zélande)