RIPLY NEWS CONTENT LICENSE AGREEMENT

(Online Click-Through Agreement)

Effective Date: Date of online acceptance

This News Content License Agreement (“Agreement”) is entered into between Riply Media (“Riply,” “Provider,” or “Licensor”) and the individual or organization identified during online signup (“Licensee”).

By clicking “I Agree,” accessing the platform, or using the Content (defined below), Licensee agrees to be legally bound by this Agreement, effective on the date of online signup (the “Effective Date”).

1. What Riply Does

Riply curates, edits, summarizes, formats, and distributes news content compiled from a variety of third-party sources (“Content”). Riply is not a wire service and does not act as the publisher of record for underlying news events.

Licensee understands that Riply:

  • Does not originate all underlying news content;
  • Relies on third-party reporting, public information, data feeds, and automated systems;
  • Makes commercially reasonable efforts to select credible sources and review content when possible;
  • Makes no warranties as to accuracy, completeness, or timeliness.

Riply represents that all Content provided will be original work created from freely available news and information obtained from third party sources or originally sourced by Licensor. Licensor will take all reasonable steps in accordance with industry standards to ensure that information relied upon by Licensor is true and accurate; however, Licensee acknowledges and agrees that Licensor does not and cannot guarantee the accuracy of all freely available news and information relied upon.

Except for the foregoing, all Content is provided “as is.” Licensee remains solely responsible for editorial review prior to broadcast or publication.

2. Technology & Automation Limitations

Riply’s services rely on evolving technology, including software, automation, data aggregation, and artificial intelligence.

Licensee acknowledges that automated systems may generate errors, omissions, misinterpretations, or delays, and that data feeds and delivery infrastructure may experience outages or inaccuracies. Riply shall not be liable for errors caused by technological limitations or third-party systems, provided Riply uses commercially reasonable efforts to operate and improve the platform.

3. License Grant

Subject to this Agreement, Riply grants Licensee a non-exclusive, non-transferable, limited, and revocable license to broadcast, stream, or publicly perform the Content solely for Licensee’s own programming, during the term within Licensee’s designated market and for the individual station on “per station basis”.

The foregoing license grant shall apply on a per station basis and unless expressly granted in writing, content from one station shall not be used for any other station where licensee owns or operates additional stations.

4. Use Restrictions

Licensee shall not:

  • Sublicense, resell, syndicate, redistribute, or otherwise provide the Content to third parties;
  • Modify, adapt, translate, or create derivative works except minimal formatting for broadcast;
  • Use the Content outside the licensed market or term;
  • Use the Content for AI training, dataset creation, synthetic news feeds, or automated derivative systems;

All rights not expressly granted are reserved by Riply.

5. Fees, Minutes & Billing

Licensee shall pay a monthly subscription fee based on the number of minutes of service selected. The applicable pricing is displayed during signup and incorporated herein by reference. Billing will occur automatically to the credit card provided at sign-up, on a monthly basis, thirty (30) days in advance, with the first payment due upon the Effective Date and covering the first thirty (30) days of service.

Pro-Rata Upgrades: If Licensee elects to upgrade its subscription plan or add minutes or services mid-billing cycle, the incremental fees attributable to such upgrade shall be charged on a pro-rata basis for the remainder of the then-current billing period and billed immediately. The upgraded subscription level will then be billed in full on a going-forward basis at the start of the next billing cycle.

Introductory Discount: Subscription fees are discounted by fifty percent (50%) for the first sixty (60) days following the Effective Date.

Optional Add-On – Crisis Coverage (“Riply Breakers”): Licensee may elect “Riply Breakers” for an additional monthly fee of $______. Riply Breakers includes enhanced monitoring and rapid updates during extraordinary public safety or civic events.

All fees are non-refundable. Riply may suspend service if payment is more than fifteen (15) days overdue.

6. Content Delivery & Service Levels

Content may be delivered via API, RSS, email, FTP, or other mutually approved methods. Riply uses commercially reasonable efforts to provide timely delivery but does not guarantee uninterrupted service.

7. Ownership & Intellectual Property

All Content, scripts, audio files, text, metadata, workflows, editorial processes, and methodologies remain the exclusive property of Riply or its licensors. No ownership rights are transferred.

8. Licensee Responsibilities

Licensee is solely responsible for:

  • Compliance with all applicable laws and broadcast regulations;
  • Editorial judgment and review prior to use;
  • Ensuring Content is not used unlawfully or in a misleading manner.

9. No Original Source; Third-Party Content

Licensee acknowledges that Riply is not the original source or publisher of the underlying news events or reporting reflected in the Content. Riply acts solely as a curator and distributor of information derived from third-party sources, public information, and automated or editorial processes.

To the maximum extent permitted by law, Riply makes no warranties and shall not be liable for errors, omissions, or inaccuracies originating from such third-party sources. Licensee retains full editorial responsibility for review and verification prior to broadcast or publication. This section is subject to and integrated with the Limitation of Liability provisions below.

10. Indemnification

Riply shall indemnify Licensee only against third-party claims arising solely from (i) Riply-created original Content, excluding claims that all or any part of the Content is not true or accurate (subject to Riply’s use of reasonable efforts to ensure accuracy, as aforesaid), or (ii) claims that the display or distribution of the Content by Licensee was not authorized by a copyright holder.

Licensee shall indemnify Riply against claims arising from:

  • Alleged inaccuracies, omissions, or defamation in the Content;
  • Misuse, modification or alteration of the Content provided.

11. DISCLAIMER OF WARRANTIES

AS IS. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE USE OF THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. RIPLY EXPRESS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM THE USE OF THE CONTENT.

EXCEPT AS EXPRESSLY STATED HEREIN, RIPLY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE CONTENT/SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE CONTENT/SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE CONTENT WILL BE ACCURATE, TIMELY, OR RELIABLE.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIPLY’S TOTAL LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. RIPLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

13. Term & Termination

This Agreement shall remain in effect for twelve (12) months and automatically renew unless terminated.

Licensee may terminate this Agreement at any time upon thirty (30) days’ written notice.

Riply may terminate immediately for non-payment, material breach, or unlawful use.

Upon termination, Licensee shall cease use of the Content at the end of the notice period. Use restrictions survive termination.

14. Confidentiality

Each party shall maintain the confidentiality of non-public business, technical, and pricing information. This obligation survives termination.

15. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware.

Disputes shall first be addressed in good faith. Unresolved disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Delaware before a single arbitrator. RIPLY AND LICENSEE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY. Notwithstanding the foregoing, either party may seek injunctive relief for intellectual property or confidentiality violations in a court of law.

Each party shall bear its own costs in arbitration, provided, however, that the arbitrator (or judge in the case of a court action) shall have the right to award attorney fees to the prevailing party.

16. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

17. Public Announcements

No later than 7 days after launch, the parties to this agreement agree to issue a joint release which shall be approved by the parties announcing the availability of the Riply newscast service.

18. Entire Agreement

This Agreement, together with any order form utilized by the parties that is not inconsistent with the contents of this document, constitute the entire agreement between the parties and supersede all prior discussions.