Kapost Publisher Agreement

IMPORTANT - READ THIS CAREFULLY BEFORE ACCESSING AND USING THE SERVICES.

THIS KAPOST PUBLISHER AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN DAILY INCHES INC. (DOING BUSINESS AS KAPOST) (“KAPOST”) AND THE BUSINESS ENTITY ON WHOSE BEHALF YOU (“YOU”) ARE ACTING (“PUBLISHER”) AS THE USER OF THE KAPOST SERVICES (DEFINED BELOW).

YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF PUBLISHER AND ARE ENTERING INTO THIS AGREEMENT TO USE THE SERVICES BY PUBLISHER FOR PUBLISHER'S OWN BUSINESS PURPOSES. YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF PUBLISHER AND THAT YOU HAVE THE AUTHORITY TO BIND PUBLISHER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

KAPOST IS WILLING TO ALLOW PUBLISHER TO ACCESS TO THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, SELECT THE “I AGREE”, “I ACCEPT”, OR “YES” BUTTON BENEATH THIS AGREEMENT TO COMPLETE YOUR ACCESS TO THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT PUBLISHER AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, KAPOST IS UNWILLING TO ALLOW PUBLISHER TO ACCESS OR USE THE SERVICES, DO NOT COMPLETE THE ACCESS PROCESS, ACCESS OR OTHERWISE USE THE SERVICES, AND SELECT THE “I DO NOT AGREE”, “I DO NOT ACCEPT”, OR “NO” BUTTON BENEATH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, PUBLISHER SHOULD IMMEDIATELY CEASE ANY USE OF THE SERVICES.

This Agreement is effective on the date you agree to the terms and conditions as provider herein (“Effective Date”). The parties agree as follows:

1. Service; Newsrooms. Kapost provides online newsrooms for the management of content production and post- production process and other services mutually agreed to by the parties from time to time (“Service”). Subject to compliance with the terms of this agreement, during the Term, Kapost shall permit Publisher to access and use the Service solely for Publisher's own business purposes. Through the Service, Publisher will operate a newsroom (or newsrooms) that enables the management of Content by Publisher. “Content” means posts, articles and other content of Publisher, its employees and third party contributors (“Contributors”). Publisher is solely responsible for all use of the Service and for compliance by its users with the applicable terms of this agreement.
2. Payment. Publisher agrees to pay Kapost fees for the Service set forth in and according to each mutually agreed upon order or online order process and each such order is hereby incorporated into this agreement (“Order”). Fees do not include, and Publisher will be solely responsible for all taxes, fees, surcharges, duties or other assessments levied or assessed by any governmental authority in connection with this agreement or any fees paid by Publisher.
3. Content. Publisher and the Contributors will determine the respective rights to the Content through a separate agreement between Publisher and the Contributors. Kapost will have no ownership rights in the Content and will not be responsible in any way for any Content.
4. Term & Termination. This agreement begins on the Effective Date and continues until terminated by either party. Either party may terminate this agreement at any time, and for any reason. Upon termination or expiration of this agreement all rights and subscriptions granted to Publisher under this agreement will terminate and Publisher will immediately cease all use of and access to the Site and Service. Sections 4, 5, 6, 7, 8, 9, 10 and 11 will survive any expiratvion or termination of this agreement for any reason.
5. Export. At any time, including upon Termination of this agreement, Publisher has the right to obtain an export of all of the data relating to their newsroom(s), including Content, user information, performance statistics and payment data.
6. Software and Data. Kapost will retain all legal rights, title and interest in the software that it uses provides the Service, as well as the Kapost website (“Site”), all other hardware, databases, underlying information, source code and technology used to power the Site and provide the Service. In addition, Kapost may collect and use information regarding the performance, use and operation of the Service under this agreement, so long as such information is used and/or presented in an aggregated form and does not directly identify the Publisher as the source of such information.
7. Confidentiality. “Confidential Information” means all nonpublic information disclosed or made available by a party under this agreement. The recipient will, at all times and notwithstanding any termination or expiration of this Agreement, hold in strict confidence and not disclose to any third party the Confidential Information of the discloser. The recipient will use such Confidential Information solely as permitted in this agreement. The recipient shall only permit access to Confidential Information of the discloser to those recipient employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
8. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER KAPOST DISCLAIMS ALL WARRANTIES REGARDING THE SITE, SERVICE, NEWSROOMS AND ALL POSTS AND OTHER CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KAPOST OR ANY CONTRIBUTOR WILL CREATE OR INCREASE ANY WARRANTIES UNDER THIS AGREEMENT.
9. Indemnification. Publisher will indemnify, defend and hold Kapost harmless from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney's fees) by reason of any allegations, claims, suits or proceedings arising out or relating to any Content or the use of any Content obtained by Publisher through the Service, Publisher's use of or access to the Service or any breach by Publisher of any covenant, representation, warranty or other term or condition of this agreement.
10. Limitation of Liability. KAPOST WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES UNDER ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFIT OR REVENUE, LOSS OF DATA OR PROCURMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF KAPOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KAPOST'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SITE, SERVICE AND CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY PUBLISHER TO KAPOST UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE EVENTS WHICH GAVE RISE TO SUCH LIABILITY.
11. General. This agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding access to and use of the Service or Site by Publisher. This agreement will be governed by the laws of the State of Colorado. This agreement may only be amended by the written agreement of both parties, and may be executed in one or more counterparts. Except as expressly set forth in this agreement, this agreement may be amended or modified only by a writing signed by both parties. All waivers under this agreement must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Kapost will be excused from any failure in performance under this agreement for a reasonable period of time to the extent that such failure to perform results in whole or in part from causes beyond the reasonable control of Kapost. Neither this agreement nor any rights or obligations of Publisher hereunder may be assigned by Publisher (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Kapost. Kapost may assign this agreement to any party that assumes Kapost's obligations hereunder. Any assignment in violation of the foregoing will be null and void. The parties are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires any right hereunder or ability to bind or enter into any obligation on behalf of the other.