These terms are incorporated by reference into Vendio's User Agreement at http://www.dealio.com/terms.html and are subject to such User Agreement. Your use of any of Vendio's services is subject to the User Agreement in its entirety.
- Data Feed.
Please note that the Data Feed, as defined below, will be terminated on February 2, 2009.
Content Provision. Merchant will provide Vendio with data, graphics, text and other information or material in electronic form, including any third party information included therein (the "Content"). The Content will be delivered to Vendio electronically via technical specifications mutually agreed upon by the parties (the "Data Feed").
License. Merchant grants Vendio a nonexclusive, royalty free, worldwide license (a) to use, modify, reproduce, distribute, transmit, and publicly display the Content on Vendio's website(s) in Dealio or in both, (b) to permit users to view the Content in connection with their use of Dealio and (c) to use Merchant's trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers ("Marks") in connection with Vendio's authorized distribution of the Content.
Content Modifications. Vendio will modify Content solely to fit the format and look and feel of Vendio's web sites, provided that the text of the Content is not modified or edited. Vendio may make available portions, rather than the whole, of the Content.
Caching. Merchant agrees that Vendio and its network service providers may cache the Content on Vendio's servers and consents to such caching.
Sublicensing. Vendio will have the right to sublicense the rights set forth in this Section, in connection with any derivative site or distribution arrangement, provided that any sublicensees will be subject to the same restrictions that apply to Vendio with respect to the use of the Content.
Content Exclusion; No Liability. Notwithstanding anything to the contrary in this Agreement, Vendio is not required to make any Content available through Dealio, nor will Vendio have any liability to Merchant for using, modifying, or distributing out of date or incorrect Content, provided that any such use, modification, or distribution is in compliance with this Section.
- Removal of Licensed Content.
If Vendio is notified by Merchant or otherwise becomes aware that any portion of the Content: (i) violates the intellectual property right of any third party, (ii) violates any applicable law or is subject to an injunction, (iii) is libelous, defamatory or obscene; (iv) is being distributed by Merchant improperly, or (v) may create liability for Vendio or is otherwise inappropriate, all as determined solely by Vendio in its discretion, Vendio may remove that portion of the Content from Dealio, or take any other actions with respect to the Content that Vendio believes are prudent or necessary. Any actions in accordance with this Section do not require notice and will not create any liability between Merchant and Vendio.
- Intellectual Property.
Merchant IP. Merchant will own and retain as between the parties all right, title and interest in and to the Content and all patents, trade secrets, copyrights, trademarks, and all other intellectual property rights arising under the laws of any jurisdiction ("IP Rights") embodied or incorporated therein, subject to the licenses granted to Vendio under this Agreement.
Vendio IP. Vendio will own and retain as between the parties all right, title and interest to Dealio, Vendio's web sites, Vendio services, Vendio Marks, Dealio Marks the look and feel of Vendio websites and services, and Dealio websites services, any related functionality and user interfaces, and all IP Rights embodied or incorporated therein.
- Merchant Warranties.
Merchant warrants to Vendio: (a) that the Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (c) that the Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; (d) that Merchant is the owner or is licensed to use and provide the Content to Vendio for use with Dealio; and (e) that Merchant has the power and authority to enter into and perform its obligations hereunder.
- Vendio Warranties.
Vendio warrants that (i) Vendio has the power and authority to enter into and perform its obligations hereunder, and (ii) Vendio has not granted any rights or licenses to any third party which conflict with the rights and licenses granted to Merchant under this Agreement.