FOR CREATORS, INFLUENCERS, PUBLISHERS AND NETWORKS.
The terms and conditions of this Agreement govern your access to and use of the services provided by Syndicate Digital Services (SA0359325-X) of 28, Jalan Lengkuas 16/22A, 40200 Shah Alam, Selangor, Malaysia (“Syndicate” or “Via Syndicate” or Syndicate Digital Services” or “We” or “Our” or “Us”), a Malaysian entity, either itself or through its subsidiaries or licensees, via various electronic platforms such as its website namely www.viasyndicate.com (“Website, Platform, the Services”).
BY PARTICIPATING IN THE PROGRAM AND BECOMING A MEMBER OF OUR NETWORK OF CREATOR (a “Content Creator”, “Designer”, “Videographer”, “Animator”, “Photographer” “Blogger”, “Programmer”, “Producer”, “Social Media Influencer or Moderator”) or PUBLISHER (“Site”, “Publisher’s Social Media Assets”, “Publisher’s Media Channel/Platform”. YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.
“You” or “Creator or Publisher” means any entity identified in an enrolment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
Due to Our continuous expansion of Our business, We will need to change Our terms and conditions herein from time to time. If the alterations constitute a material change to Our terms and conditions, We will notify You by posting an announcement on Our site. What constitutes a “material change” will be determined at Our sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the services by You following such notification constitutes Your acceptance of the terms and conditions of the terms and conditions as modified.
Participation in the Program is subject to Syndicate’s prior approval and under the condition that You continually adhere to the Terms of Service herein. To sign up for the Services, You shall provide Syndicate with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the terms and condition of this Agreement, which may result in immediate termination of Your account. You may not:
• select or use as an account a name of another person with the intent to impersonate that person;
• use as an account a name subject to any rights of a person other than You without appropriate authorisation; or
• use as an account a name that is otherwise offensive, vulgar or obscene.
You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
We reserve the right to refuse registration of, or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of Your password, when applicable.
Syndicate reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Syndicate may serve third party and/or Syndicate provided content material (“Content”). Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorised in writing by Syndicate (including by electronic mail).
You must be at least 18 years of age, or of legal age or registered company specified by the laws of Malaysia from time to time, in order to use the Program. Syndicate shall disclaim responsibility for its contractual obligation made with a minor. Any agreement entered into by a minor shall be deemed to be entered into by the said minor’s legal guardian and shall be binding on the legal guardian, including but not limited to all financial charges and legal liability that the minor may incur as a result of entering into this agreement.
Content Creator’s Service Compliance.
The Services may contain different types of Content: Syndicate Content, Creator Content, and Third Party Content. “Content” means any and all images, photos, videos, sounds, blogs, postings, e-mails, messages, comments, text, files, works of authorship, reviews, feedback or other materials. Each type of Content that you encounter has different rules and restrictions, as set forth below:
Syndicate Content and Ownership.
As between Syndicate and you, Syndicate and/or creators/publishers affiliated with Syndicate own or control all right, title and interest in the Services and in the Content on and within the Services, including such logos, trademarks and all other Intellectual Property Rights that appear on and within the Services (“Syndicate Content”).
Syndicate may make available through the Services, functionality through which, you are able to post or otherwise make available certain information and materials. Syndicate does not claim ownership in any Content that you post on, deliver to, or otherwise make available to the Services, through comments, or other features of the Services that may allow users to upload or post their own Content (“Creator’s Content”). By posting Creator Content, you hereby grant to Syndicate an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free license (with the right to sublicense through unlimited levels of sublicensees) to use, reproduce, modify, edit, adapt, copy, perform, display, create derivative works of, distribute, and otherwise exploit your Creator Content in any and all media or distribution method (now known or later developed) throughout the world for any purpose. The licenses granted under this Section will survive the termination or expiration of these Terms of Service for any reason. You are solely responsible for any and all Creator’s Content that you post on the Services and for your interactions with other users. You should only post Creator’s Content to the Services that you own and that you are comfortable sharing with others under the terms and conditions set forth herein. You may not post any video or photograph of another person or use any music or feature any brand or logo without permission. You represent and warrant that: (a) you own the Creator’s Content posted by you on the Services or otherwise have the right to grant the licenses set forth in these Terms of Service, and (b) your Creator’s Content and the use of it by Syndicate as permitted by the license granted in these Terms of Service does not violate the privacy rights, publicity rights, Intellectual Property Rights, or other rights of any person. Further, to the extent that you may waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the Creator Content, you hereby do so.
Content from creators unaffiliated with Syndicate, advertisers, merchants, other third parties and other users may be made available to you through the Services (“Third Party Content”). We are not responsible for such Third Party Content and make no guarantees about the accuracy, reliability, quality or legality of such Third Party Content, and we assume no responsibility for objectionable, misleading, or unlawful Third Party Content. Syndicate does not endorse any products that are displayed or mentioned in such Third Party Content and makes no guarantees about the performance or effectiveness of any such products. Your purchase or use of any products displayed or mentioned in Third Party Content is entirely at your own risk. Syndicate is not responsible for Third Party Content that contains or delivers viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, spyware, malware, or other harmful content or code. Rather, you are responsible for installing, maintaining and using effective anti-virus and spyware prevention technologies.
Except for Content that is in the public domain, that is owned by you, for which you have been given written permission, or as expressly permitted under these Terms of Service, you agree not to (i) modify, copy, publish, display, transmit, distribute, perform, sell, or create derivative works based on the Content and Services; (ii) rent, lease, loan, or sell access to the Services; or (iii) decompile, reverse engineer, or copy any Content (other than the Content you post) or the Services. You also agree to not remove, obscure, or alter Syndicate’s or any of its affiliated creators’ or associated advertisers’ copyright notices, logos, trademarks, or other proprietary rights notices affixed to or contained within the Services. You will not interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
You agree that you will not post any Prohibited Content. “Prohibited Content” includes, without limitation, Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”; (iv) is false, misleading, libelous, defamatory or promotes, endorses or furthers illegal activities; (v) infringes the Intellectual Property Rights of another person; (vi) is involved in pornography or the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under thirteen (13); (vii) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, spyware, malware, or other harmful content or code; or (viii) otherwise violates applicable law, the terms of these Terms of Service or potentially creates liability for Syndicate. Any users posting, hosting or recommending Prohibited Content are subject to termination. We reserve the right to remove Content that we determine in our sole discretion is unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. We have the right (but not the obligation) to investigate or review any Content and delete (or modify) any Content that in our sole judgment violates these Terms of Service or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any user or any other person, or create potential liability for us or any user.
Rights You Grant To Us.
When you upload or post Creator Content to any of our Services; or to any YouTube channel(s), Facebook pages, or any other channels, platforms, social media accounts or pages which you have agreed that we shall manage on your behalf (each a “Channel”), or otherwise deliver Creator Content to us by any means in connection with our Services, you grant to Syndicate a worldwide, non-exclusive, royalty-free, transferable licence (with right to sublicense) to use, reproduce, distribute, syndicate, modify, create derivative works of, display, publish, perform and otherwise fully exploit that Creator Content in any media formats and through any media channels in connection with our provision of Services; and an exclusive royalty-free, transferable licence (with right to sublicense) to sell advertising inventory in connection with such Creator Content. The rights granted in this paragraph include the rights to use your name, image, voice, likeness, and any videos, photographs or artwork made available by or on your behalf through the Services in connection with advertising, marketing, or promoting you, your Creator Content, Syndicate, or the Services. The rights granted by you under this paragraph in respect of any Creator Content shall terminate when you or Syndicate remove(s) or delete(s) that Creator Content from the Services, or otherwise when this Agreement is terminated in accordance with its terms.
Where you agree that Syndicate shall manage your Channels(s) you grant to Syndicate, in addition to the rights granted in the above paragraph, the exclusive rights to manage, distribute and monetise your Channel(s) and the Creator Content on such Channel(s); sell and represent any and all advertising inventory on your Channel(s) (including the Creator Content on your Channels(s)); sell sponsorship, brand integrations or exploit similar sales opportunities in relation to your Channel(s); use the functionality of the relevant platform (for example the ‘Content ID’ functionality on the YouTube platform) to claim and monetise, on your behalf, any content posted by users of the relevant platform which includes any of your Creator Content (or any reproductions thereof); cross promote other channels within our network on your Channel(s), and cross promote the Channel(s) on other channels within our network.
Subject to Content Creator’s full compliance with the terms and conditions of this Agreement, Content Creator hereby grants Syndicate a non-exclusive, non-transferable, non-sublicensable license to use Syndicate’s online digital marketplace whereby Content Creator can offer professional services to Publishers, Advertisers, Corporate Company and Agencies , including but not limited to writing, drafting, editing, research, translation, composition and/or creation of graphic and/or other visual arts, and/or audiovisual recordings of any kind, and whereby Publishers can, in their sole discretion, purchase such content and all intellectual property rights therein (the “Content Creator’s Proflie” or “Content Creator Database”). Except for the limited rights and licenses expressly granted to Content Creator herein, no other license is granted, no other use is permitted and Syndicate (and its licensors) shall retain all rights, and interests (including all intellectual property and proprietary rights) in and to the Services.
Except as expressly permitted in this Agreement, Content Creators shall not directly or indirectly (i) use any of Syndicate’s Confidential Information (as defined below) to create any service, software, documentation or data that is similar to any aspect of the Services, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services, (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (vi) permit any third party to engage in any of the foregoing proscribed acts.
Implementation and Operation of Content Formats.
You may select a format approved by Syndicate for the display of Content in connection with the Site(s), but You acknowledge and agree that Content and/or links: (i) shall only be displayed in connection with the Site(s), each of which may be subject to review and approval by Syndicate in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein. In addition, You agree that while You may display more than one (1) Ad Unit on each Site Web page, You shall not display any Ad Unit on a page that contains Ads associated with another Syndicate customer (e.g., Your Web hosting company), unless authorised to do so by Syndicate.
Syndicate strongly encourages You to include a disclaimer that differentiates Your online postings from Your normal online postings updates.
You are prohibited from attempting to obtain remuneration by unfair methods or inadmissible means. Procuring transactions themselves or through a third party to obtain commission is considered fraud. Pretending or faking transactions, e.g. by providing false data, non-existing data or third party data without authorization when ordering goods or registering online, is strictly forbidden.
Also, it is prohibited to fraudulently pretend or fake activity on Your Site(s), in an automated, unreasonable or any other way, at an unusually high rate of messages and with the bare intention to maximize the number of delivered Content. Furthermore, a website which merely reproduces other sources, e.g. by aggregating one or more RSS feeds, does not qualify for participation in the Program. Any form of misuse will lead to immediate blocking of Your account. Within four weeks, the Publisher may raise an objection in written form (e-mail, letter, fax) in order to explain the incident and provide evidence that Your behaviour has not been in accordance with this Agreement. If You are not able to refute the allegation, the termination of Your account will be issued. In such a case, the Publisher will not be entitled to any remuneration. Any damage caused by Your violation of this Agreement may result in further legal actions.
Abuse of Services.
You shall not and shall not authorise, procure or encourage any third party to:
- Edit, modify, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad;
- Redirect an end user away from any advertiser’s page; provide a version of the advertiser’s page different from the page an end user would access by going directly to the advertiser’s page;
- Frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad;
- Intersperse any content between the Ad and the advertiser’s page; or otherwise provide anything other than a direct link from an Ad to an advertiser’s page;
- Display any Ad(s), on any error page, on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;
- Directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement;
- Directly or indirectly generate impressions, page views, unique visits of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and the use of robots; and
- Act in any way which violates any policies posted on the Syndicate’s website, as may be revised from time to time, or any other agreement between You and Syndicate, or engage in any action or practice that reflects poorly on Syndicate or otherwise disparages or devalues Syndicate’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
Project Requests and Submissions.
Content Creator shall submit content to Syndicate (Submissions) in accordance and/or behalf of the applicable Publisher’s, Advertiser’s or Agency’s instructions, deadlines, standards, and criteria as dictated by Publisher’s offers(s) (each, a Project Request). Submissions that violate the terms of this Agreement shall be deemed rejected. Project Requests shall dictate and control (i) the form, length, and content of the requested Submissions, (ii) the amount of compensation to be paid with respect to each Submission (Project Fee), and (iii) whether Publishers, Advertiser, Agency will acknowledge Content Creator’s work of or contribution to any Submission upon publication of such accepted Submission, and whether Content Creators may publicly acknowledge the same.
Acceptance of Submissions.
Publishers, Advertisers and Agencies are typically required to accept or reject Submissions, or request alteration thereto, within fifteen (15) business days of Content Creator’s submission thereof to Syndicate. Content Creator’s Submission shall be deemed to have been submitted as of the date upon which it is received by Syndicate. If Publisher fails to render a decision in regard to Content Creator’s Submission within such thirty (30) business days of receipt of Content Creator’s Submission, then Syndicate will typically require the Publisher to deem the Submission to have been accepted. Publishers shall retain the sole and exclusive right to reject Submissions insofar as such Submissions do not comply with Publishers’ instructions, deadlines, standards, or criteria as dictated by Publisher, or for any other reason in Publishers’ sole discretion. Both Syndicate and Publisher may terminate any Project Request at any time prior to Publishers’ final and unconditional acceptance of Creator’s Submission.
Intellectual Property Rights.
Upon Content Creator’s receipt of payment for any Submission, Content Creator irrevocably assigns, transfers and conveys and agrees to assign, transfer and convey, to the applicable Publisher all right, and interest in and to the Submission and all Intellectual Property Rights therein (defined below). Intellectual Property Rights includes, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Submission. The applicable Publisher shall be the exclusive owner of the Submission and the Intellectual Property Rights therein and shall have the exclusive right to secure registration of the Submission. No rights in the Submission, or in the copyright in the Submission, shall be retained by Content Creator, nor shall there be any reversion of those rights to Content Creator in the future. The rights and licenses granted herein include all rights in and to the Submission including, without limitation, the right of the applicable Publisher to edit, clip, crop, resize, retouch, alter, adapt, modify, create derivatives, distribute, make available online, in whole or in part, and to allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented. Content Creator hereby consents to all uses and revisions to the Submission and Intellectual Property Rights therein and hereby waives any moral rights or “droit moral” (including, but not limited to any rights of attribution or integrity). Content Creator shall assist the applicable Publisher to further evidence, record and perfect such stories and licenses granted hereunder and to perfect, obtain, maintain, enforce and defend any assigned rights.
Content Creator agrees that the business, technical and financial information, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of Syndicate and its licensors (Confidential Information). Content Creator will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees, consultants, and independent contractors.
Payment and qualification.
Within sixty (60) days of the following month by Advertiser. Thereof, which quotation being signed by advertiser and Invoice being issued by Syndicate to Advertiser of the applicable Project Fee for Content Creator’s Submission, Syndicate shall credit Content Creator’s Account with the amount of such payment.
Minimum payment at (Malaysian Ringgit) MYR 100. Payment will be processed the following month exceeding (Malaysian Ringgit) MYR 100.00 fee. Collective amount below (Malaysian Ringgit) MYR 100 will be carried forward in subsequent months. Payment will be dispersed within 6 months regardless of amount below (Malaysian Ringgit) MYR 100 and below.
For the period of six (6) months after the Content has been submitted under this Agreement, for the protection of the goodwill of the Syndicate’s business, you must not provide services to a Client that are of the same type as, or are substantially similar to, the Services you provided to that Client under this Agreement without the prior written consent of Syndicate.
You must not pitch the idea or concept incorporated in any Content you provided under this Agreement to another client, or reuse or repurpose the Content.
In order to prevent any potential conflicts of interest, you must notify Syndicate if you are providing similar services to a competitor of the Client for which the Content is being provided.
You may not use a copy of the Content for marketing purposes or publish the Content on your own or any other website, blog, social channel or any other media without Syndicate’s prior written consent.
Representations and Warranties.
Code of Ethics.
Content Creator shall follow all standards set forth in Syndicate’s Code of Ethics (available here). Without limiting the foregoing, Content Creator shall: (i) use real names with all work; (ii) disclose all potential conflicts of interest, both to the Syndicate before accepting a Project Request and in the contents of the Submission; (iii) pursue all avenues of inquiry to report and write stories with fairness and honesty; (iv) give credit and point to sources, attributing every assertion, quote, fact, and opinion, with full names, titles, and links; (v) if a source wishes not to be named, explain this explicitly and discuss the ramifications of unnamed sources with the Publisher; (vi) keep promises to Syndicate, Publishers and sources, and protect confidential sources; (vii) disclose to sources the publication and brand that are sponsoring the Project Request; (viii) always produce original work, never plagiarizing self or others, never repurposing old stories, and never cutting corners in any fashion; and (ix) deliver Submissions on time and in accordance with the specifications of the Project Request.
Other Representations and Warranties.
Content Creator shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Submission, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) Content Creator knows is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, or fraudulent; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information; (vi) uses information about users for any reason without the express prior consent of the user that has provided such information to Content Creator; (vii) impersonates any person or entity, including any of Syndicate’s employees or representatives; or (viii) includes anyone’s identification documents or sensitive financial information.
Syndicate may terminate Creator’s access to all or any part of the Services at any time, with or without cause, with or without notice.
You may terminate this Agreement with or without cause at any time by sending written notice of Your desire to cancel Your participation in the Program to Syndicate. This Agreement will be deemed terminated within ten (10) business days of Syndicate’s receipt of Your notice.
THE SERVICES ARE PROVIDED BY SYNDICATE “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SYNDICATE. SYNDICATE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND PARTNERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET WRITER’S REQUIREMENTS.
You agree that Syndicate may use Your personal details, images from Your website and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use Syndicate’s trade names, trademarks, logos, domain names, and any other Syndicate Brand Characteristics (“Brand Characteristics”), You may do so, so long as such use is in compliance with this Agreement and You agree not to:
- Display the Syndicate Brand Characteristics as the most prominent element on Your web page;
- Display the Syndicate Brand Characteristics in any manner that implies a relationship, affiliation or endorsement by Syndicate that can suggest the editorial content of the web page represents the views or opinions of Syndicate and its staff;
- Display the Syndicate Brand Characteris tics on any Web page that contains or displays adult content, promotes gambling, or otherwise violates applicable law;
- Display Syndicate Brand Characteristics in a manner that is in Syndicate’s sole opinion misleading, defamatory, obscene, infringing or otherwise objectionable by Syndicate; and
- Remove, distort or change any element of a Syndicate Brand Characteristic.
- Do not use Our trade marks in a manner which will dilute their distinctiveness. Do not use any of Our trade marks such as Syndicate, viaSyndicate, as a verb. And don’t pluralise them either. Also do not combine Your name with Our trade marks.
Creator shall defend, indemnify, and hold harmless Syndicate and its or as Publishers and their respective affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) Content Creator’s use or misuse of, or access to, the Services, (ii) Content Creator’s Submissions, (iii) Content Creator’s violation of this Agreement, or (iv) infringement by Content Creator, or any third party using Content Creator’s Account or identity in the Services, of any intellectual property or other right of any person or entity. Syndicate and its Publishers, as the case may be, reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Content Creator, in which event Content Creator will assist and cooperate with Syndicate and such Publisher in asserting any available defenses.
Rights to Information.
Limitation of Liability.
IN NO EVENT SHALL SYNDICATE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE AMOUNTS PAID HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
Governing Law and Jurisdiction.
This Agreement will be governed by the laws of Malaysia and parties agree that any dispute or claim between You and Syndicate or their affiliates and subsidiaries will be adjudicated in the courts in Malaysia. Any claim against Syndicate arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. This is the entire agreement between Creator, Publisher and Syndicate with regard to the subject matter covered herein. Any other terms and agreements (whether verbal, written or both) are superseded.
Syndicate reserves the right, in its sole discretion, to modify this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending Content Creator a notice through the Services, via e-mail or by another appropriate means of electronic communication. Syndicate may also impose limits on certain features and services or restrict Content Creator’s access to parts or all of the Services without notice or liability. Content Creator’s continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
This Agreement is the entire agreement between Creator, Publisher and Syndicate with respect to the Services, including use of the Website, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Content Creator and Syndicate with respect to the Services.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Syndicate shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
This Agreement is personal to Creator and Publisher, and is not assignable, transferable or sublicensable except with Syndicate’s prior written consent. Syndicate may assign, transfer or delegate any of Syndicate’s rights and obligations hereunder without consent.
It is the express intention of the parties to this Agreement that the Content Creator is an independent contractor, and is not an employee, agent, joint venturer or partner of Syndicate. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between Syndicate and the Content Creator. Without limiting the foregoing, Content Creator is not, and will not be treated as, an employee of Syndicate for federal tax purposes, state tax purposes, state or federal unemployment insurance purposes, or for any other purpose. Content Creator shall be responsible for the reporting, deposit and payment of any and all federal, state, and local taxes, including but not limited to income taxes, GST taxes, and unemployment taxes incidental to the performance of this Agreement.
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org.
Syndicate’s failure to enforce any part of this Agreement shall not constitute a waiver of Syndicate’s right to later enforce that or any other part of this Agreement.
Third Party Beneficiaries.
The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties hereto and their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties hereto, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. Notwithstanding the foregoing, all of Syndicate’s Publishers are intended to be third party beneficiaries of this Agreement and to have the right to enforce such rights directly against Content Creator.
The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.
Last update: October 10, 2016