Agreement for Use of Fuente Latina Content
1. Objective:Subject to the terms and conditions of this agreement, the Parties wish to enter into an agreement that will allow Publisher to place Fuente Latina content (“Content” or “Video Content” or “Articles”) on their website/mobile site(s)
2. Fuente Latina Responsibilities:
(a) Fuente Latina hereby agrees to provide a service to Publisher, whereby Fuente Latina will offer Fuente Latina’s own exclusive Content for publication. The Service, as provided to Publisher, may include, among other things, articles, videos, or both. All downloaded content will be registered and tracked by Fuente Latina each time Publisher downloads content. This information will be for Fuente Latina only and will not be used for marketing purposes with other websites or publishers.
(b) Fuente Latina shall ensure that all provided Fuente Latina Content is not defamatory, pornographic, obscene, hate-mongering, or otherwise illegal and/or objectionable.
(c) Fuente Latina will make every effort to offer content in a variety of different verticals, but cannot guarantee any specific number of pieces in any given category or at any given time. Publisher may request content but Fuente Latina cannot warrant that it will be produced.
(d) Publisher may request exclusive content for their site which would be at a minimal cost to Publisher and to be arranged with Fuente Latina depending on the subject matter and platform.
3. Publisher Responsibilities:
(a) Subject to the terms and conditions of this Agreement, Publisher agrees to use commercially reasonable efforts to publish content on the appropriate website and in the appropriate section within 7 days of download.
(b) Publisher agrees (i) to install their Google Analytics code for tracking purposes of page views, demographics, and any other relevant and reasonable information available from Google. (ii) Share this information monthly with Fuente Latina via email.
(c) Publisher will give credit to Fuente Latina for the content and provide a link to Fuente Latina at the bottom of the content.
(d) If advertising is placed on the content and revenue is earned as a result, Publisher will make a donation to Fuente Latina so we may continue to provide Publisher with content free of charge.
(e) Publisher shall not alter, modify or otherwise interfere with the downloaded Fuente Latina content. All content has been pre-approved by the Fuente Latina editorial team and cannot be changed.
(f) Publisher agrees that it shall be solely and exclusively responsible for the maintenance of Publisher’s website and will advise Fuente Latina when or if content has been uploaded or removed from their site.
(g) By entering into this agreement, Publisher agrees to publish a minimum of 3 pieces of Fuente Latina content on their site annually. If Publisher cannot find content deemed appropriate for their site (s), they will advise Fuente Latina at least 30 days before the completion of the year.
(h) Publisher will publish Fuente Latina content EXCLUSIVELY on the URLs provided to register for this service. Any unauthorized use will be deemed unlawful and be required to be removed immediately.
4. Fees and Payments:
(a) Fuente Latina provides this content free of charge to publishers that have met the Fuente Latina criteria and are willing to abide by the terms listed in clause 2.
b) If advertising is placed on the content and revenue is earned as a result, Publisher will make a donation to Fuente Latina of approximately 20% of the estimated earnings so we may continue to provide Publisher with content free of charge. Fuente Latina will provide Publisher with a receipt for this donation.
5. Reservation of Rights:
(a) Fuente Latina is the exclusive owner of the Fuente Latina content and the exclusive owner of all rights, title and interest in and to this content.
(b) Publisher acknowledges that Fuente Latina shall retain all proprietary rights of this Content under the name “Fuente Latina“ as well as any other names, trademarks or logos made available to Publisher under this Agreement.
6. Press Release:
The Parties may, with written approval from the other Party, issue a press release based upon the relationship described in this Agreement. Language within the press release will be mutually agreed upon by the Parties.
7. Warranty and Disclaimer:
(a) Fuente Latina represents and warrants to Publisher that: (i) Fuente Latina has all necessary rights for all Content for the purposes described herein; (ii) to the best of Fuente Latina’s knowledge, it currently has no restrictions that would impair its ability to perform its obligations under this Agreement; and (iii) performance of its obligations hereunder shall be in compliance with all applicable laws, rules and/or regulations.
(b) Publisher represents and warrants to Fuente Latina that: (i) Publisher has all necessary rights for the publication of content displayed on all websites/mobile sites where Fuente Latina’s content will be displayed; (ii) Publisher has the power and authority to enter into and perform its obligations under this Agreement; (iii) to the best of Publisher’s knowledge, it currently has no restrictions that would impair its ability to perform its obligations under this Agreement; and (iv) performance of its obligations hereunder shall be in compliance with all applicable laws, rules and/or regulations.
8. Limited Liability:
Except with respect to indemnification obligations herein, in no event shall either party be liable to the other party under contract negligence, strict liability or other legal theory for (i) any special, indirect or consequential damages arising out of or related to the subject matter of this agreement or (ii)any cost of procurement of substitute goods or services. Fuente Latina’s total aggregate liability to Publisher for any claims arising out of or related to this agreement is limited to the net amount paid for contraction of exclusive material only in the three month period immediately preceding the date of claim.
All notices and requests in connection with this Agreement shall be deemed given when personally delivered, electronically delivered or delivered via traditional postage mail with receipt requested and a physical return address.
Each Party shall be and act as an independent contractor and not as partner, joint venture, or agent of the other. This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors, assigns, and personal representatives. Neither Party shall assign this Agreement in whole or part without the prior written consent of the other Party except that either Party may assign this Agreement in connection with a merger, reorganization or sale of a substantial part of the assets or business to which this Agreement relates; understandings, whether oral or written. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both Parties. If any portion of this Agreement is held to be illegal or unenforceable, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the Parties and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflicts of laws, provisions thereof. Each Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and of any Florida state court sitting in the City of Miami, for purposes of all legal proceedings arising out of or relating to this agreement and the subject matter. hereof. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover reasonable costs and reasonable attorneys’ fees.