RIPLY NEWS CONTENT LICENSE AGREEMENT

(Online Subscription & Editorial Content License)

Welcome to Riply

Thank you for choosing Riply Media (hereinafter “Riply”).

Riply provides broadcasters with original, broadcast-ready news content through its proprietary editorial platform. Our platform combines trusted public information, advanced editorial technologies, and experienced editorial judgment to help stations efficiently deliver timely, relevant, and engaging local news.

By clicking “I Agree,” creating an account, purchasing a subscription, accessing the Services, or using any Riply Content, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

1. Agreement & Acceptance

This News Content License Agreement (“Agreement”) is entered into between Riply Media, LLC (“Riply,” “we,” “our,” or “us”) and the broadcaster, company, organization, or other entity accepting this Agreement (“Licensee” or “you”).

This Agreement becomes effective when you click “I Agree,” complete online registration, purchase a Subscription, access the Services, or first use any Content provided by Riply (the “Effective Date”).

2. Definitions

For purposes of this Agreement:

Content means the original news summaries, scripts, headlines, alerts, metadata, audio, editorial recommendations, and related materials provided by Riply.

Editorial Platform means Riply’s proprietary combination of editorial methodologies, software, workflows, databases, delivery systems, and related technologies used to create and distribute Content.

Services means the Riply Editorial Platform together with all subscription services, APIs, websites, dashboards, and delivery systems made available to Licensee.

Station means the individual broadcast station identified during enrollment.

Subscription means the service plan selected by Licensee.

3. The Riply Editorial Platform

Riply develops original editorial content specifically for broadcasters.

Rather than reproducing or republishing third-party news articles, Riply independently evaluates information from multiple sources and creates original broadcast-ready summaries designed for local radio and digital distribution.

In developing Content, Riply may utilize publicly available information, governmental publications, press releases, public records, trusted news sources, proprietary editorial methodologies, advanced editorial technologies, and experienced editorial judgment.

Riply maintains complete editorial independence regarding:

  • story selection;
  • source selection;
  • editorial priorities;
  • publication timing;
  • confidence scoring;
  • corrections;
  • editorial standards; and
  • editorial methodologies.

Nothing in this Agreement requires Riply to include, exclude, prioritize, or modify any story, source, organization, advertiser, governmental entity, or political viewpoint at the request of Licensee.

Licensee may suggest stories, topics, or improvements, but all editorial decisions remain solely within Riply’s discretion.

Riply is an independent editorial content provider and is not the publisher of record for the underlying news events summarized in its Content.

Because news develops continuously, Riply may revise, update, replace, clarify, or withdraw previously distributed Content whenever additional information or editorial judgment makes such action appropriate.

4. License Grant & Acceptable Use

Subject to this Agreement and payment of all applicable Subscription fees, Riply grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Content solely for the operation of the licensed Station during the Subscription Term.

Unless otherwise agreed in writing, each Subscription applies to a single Station. Ownership or operation of additional Stations does not extend the license granted under this Agreement, and separate Subscriptions are required for each additional Station.

Licensee may use Riply Content for ordinary business purposes, including over-the-air broadcasts, streaming, simulcasting, podcasts, station websites, mobile applications, and reasonable promotional activities directly related to the licensed Station.

Licensee may edit Content solely for formatting, timing, pronunciation, or broadcast style, provided such edits do not materially alter the editorial meaning or create false or misleading reporting.

Licensee shall not:

  • sublicense, sell, syndicate, or redistribute the Content to third parties;
  • use the Content outside the licensed Station without Riply’s written consent;
  • remove proprietary notices;
  • reverse engineer or attempt to duplicate the Riply Editorial Platform;
  • use the Content to develop competing products or services; or
  • use the Content or any portion thereof to train artificial intelligence models, machine learning systems, large language models, datasets, or similar technologies.

All rights not expressly granted remain exclusively owned by Riply.

5. Subscription, Billing & Taxes

Subscription fees, included services, promotional pricing, optional features, and usage limits selected during enrollment are incorporated into this Agreement by reference.

Unless otherwise stated:

  • Subscription fees are billed monthly in advance.
  • The initial payment is due on the Effective Date.
  • Payments will be automatically charged to the payment method provided by Licensee.
  • Subscription fees are non-refundable except where required by law.

Riply may suspend or terminate Services if payment remains outstanding for more than fifteen (15) days.

Licensee may upgrade its Subscription or purchase additional services at any time. Additional charges will be prorated through the current billing cycle and included on the next invoice.

Riply may modify pricing for future Subscription periods upon at least thirty (30) days’ prior notice.

Subscription fees do not include applicable sales, use, telecommunications, value-added, gross receipts, or similar taxes. Licensee is responsible for all applicable taxes except those based solely upon Riply’s net income. Where required by law, Riply may collect and remit such taxes.

6. Optional Services

Riply may offer optional premium services from time to time, including enhanced breaking news coverage, premium audio production, API integrations, enterprise reporting, custom editorial packages, expanded market coverage, and other premium offerings.

Unless otherwise stated, all optional services are governed by this Agreement and billed according to the pricing in effect when the service is ordered.

7. Ownership, Intellectual Property & Editorial Content

Except for the limited license granted under this Agreement, all rights, title, and interest in the Riply Editorial Platform and all Content remain exclusively owned by Riply or its licensors.

This includes, without limitation:

  • editorial methodologies;
  • source registries;
  • workflows;
  • software;
  • databases;
  • APIs;
  • dashboards;
  • scripts;
  • headlines;
  • metadata;
  • confidence scoring;
  • trademarks;
  • copyrights;
  • trade secrets; and
  • related intellectual property.

Licensee acquires no ownership rights under this Agreement.

Riply prepares Content using information obtained from multiple sources reasonably believed to be reliable, including publicly available information, governmental publications, press releases, public records, and other trusted news sources.

Riply independently evaluates, prioritizes, summarizes, and presents that information through its Editorial Platform to create an original editorial product. No single publication, website, broadcaster, or other source serves as the exclusive basis for any Riply report.

Because news evolves continuously, Riply may revise, update, clarify, replace, or withdraw previously distributed Content whenever additional information or editorial judgment makes such action appropriate.

Licensee agrees to use commercially reasonable efforts to discontinue future use of superseded Content after receiving updated versions.

Riply continually improves its Editorial Platform, delivery systems, workflows, source evaluation methodologies, reporting formats, and operational features. Such improvements will not materially reduce the core functionality of the Subscription purchased by Licensee.

8. Warranties & Disclaimers

Riply warrants only that it has the authority to enter into this Agreement, has the right to license the Content provided under this Agreement, and will provide the Services in a professional and commercially reasonable manner consistent with generally accepted industry practices.

Riply will use commercially reasonable efforts to create original editorial summaries rather than intentionally reproducing third-party news articles, except for limited quotations where editorially appropriate.

Licensee acknowledges that Riply’s Editorial Platform combines trusted public information, advanced editorial technologies, automated processes, and human editorial judgment to produce Content. Although Riply continually improves its systems and editorial processes, news reporting is dynamic and evolving. As a result, Content may occasionally contain factual errors, omissions, duplicate reporting, delayed updates, incorrect classifications, or other unintended inaccuracies.

Riply prepares its Content using information reasonably believed to be reliable and lawfully accessible. Because underlying facts may change rapidly and information supplied by third parties may later prove to be incomplete or inaccurate, Licensee remains responsible for exercising its own editorial judgment before broadcasting or publishing any Content.

If Riply determines that previously distributed Content should be corrected, clarified, updated, replaced, or withdrawn, Riply may distribute revised Content at any time.

Except for the limited warranties expressly stated in this Agreement, the Services and all Content are provided “AS IS” and “AS AVAILABLE.”

To the fullest extent permitted by applicable law, Riply disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, or uninterrupted availability.

Riply does not warrant that the Services will operate without interruption or that every item of Content will be error-free or suitable for every editorial purpose.

9. Risk Allocation

Subject to the limitations of this Agreement, Riply will defend, indemnify, and hold harmless Licensee and its officers, directors, employees, and affiliates against any third-party claim alleging that original Content created and supplied by Riply directly infringes a valid United States copyright, trademark, or other intellectual property right, or that Riply knowingly violated applicable law in creating or distributing such Content.

This obligation applies only if Licensee promptly notifies Riply of the claim, permits Riply to control the defense and settlement, reasonably cooperates with Riply, and does not admit liability without Riply’s prior written consent.

Riply has no obligation to indemnify claims arising from:

  • modifications made by Licensee;
  • unauthorized use of the Services or Content;
  • use outside the scope of this Agreement;
  • combination of Riply Content with materials supplied by others;
  • publication after corrected Content has been provided;
  • Content altered or supplemented by Licensee; or
  • violations of law by Licensee.

Licensee agrees to defend, indemnify, and hold harmless Riply, its officers, directors, employees, contractors, licensors, and affiliates from claims arising out of Licensee’s misuse of the Services or Content, unauthorized modification or redistribution of Content, publication outside the scope of this Agreement, violations of applicable law or FCC regulations, defamatory or misleading material added by Licensee, or Licensee’s breach of this Agreement.

During the Subscription Term, Riply will maintain commercially reasonable insurance appropriate to its business, including commercial general liability, technology errors and omissions (professional liability), cyber liability, and other insurance customarily maintained by companies providing comparable services. Upon reasonable written request, Riply will provide a certificate of insurance evidencing such coverage. Riply is not required to name Licensee as an additional insured unless separately agreed in writing.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIPLY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL RIPLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory asserted and even if any remedy fails of its essential purpose.

10. General Terms

Term and Renewal

This Agreement begins on the Effective Date and continues for an initial term of twelve (12) months. Thereafter, the Subscription automatically renews on a month-to-month basis unless either party provides at least thirty (30) days’ written notice of non-renewal.

Termination

Riply may suspend or terminate the Services immediately if Licensee:

  • fails to pay amounts due;
  • materially breaches this Agreement;
  • unlawfully uses the Services;
  • infringes Riply’s intellectual property rights; or
  • compromises the security or integrity of the Services.

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice.

Upon termination:

  • all licenses granted under this Agreement immediately terminate;
  • Licensee shall discontinue future use of the Services and Content;
  • Licensee may retain recordings previously broadcast in the ordinary course of business for archival purposes only; and
  • all accrued payment obligations survive termination.

Confidentiality

Each party agrees to protect the other’s non-public business, technical, editorial, and financial information using at least reasonable care.

Riply’s Confidential Information includes its Editorial Platform, editorial methodologies, workflows, source registries, databases, software, documentation, pricing, product plans, trade secrets, and other proprietary information.

These confidentiality obligations survive termination of this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Before initiating formal legal proceedings, the parties agree to make a good-faith effort to resolve any dispute through informal discussions.

Any dispute not resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association before a single arbitrator in Delaware. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

Nothing in this Agreement prevents either party from seeking temporary or permanent injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or other rights for which monetary damages would be inadequate.

Unless otherwise awarded by the arbitrator or required by law, each party shall bear its own attorneys’ fees and costs.

Force Majeure

Neither party shall be liable for delays or failures to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, cyberattacks, war, terrorism, epidemics, or failures of third-party service providers.

Assignment

Licensee may not assign this Agreement without Riply’s prior written consent.

Riply may assign this Agreement without Licensee’s consent in connection with a merger, acquisition, financing, corporate reorganization, or sale of substantially all of its assets.

Independent Contractors

The parties are independent contractors. Nothing contained in this Agreement creates any partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency between the parties.

Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any future enforcement.

Survival

The provisions concerning payment obligations, ownership, intellectual property, confidentiality, warranties, indemnification, limitation of liability, dispute resolution, and any other provisions which by their nature should survive shall survive expiration or termination of this Agreement.

Entire Agreement

This Agreement, together with any online order form, Subscription selection, pricing schedule, or other documents expressly incorporated by reference, constitutes the complete agreement between the parties concerning the Services and supersedes all prior negotiations, discussions, proposals, and agreements relating to its subject matter.

Electronic Acceptance

By clicking “I Agree,” creating an account, purchasing a Subscription, accessing the Services, or using any Riply Content, Licensee acknowledges that it has read, understood, and agrees to be legally bound by this Agreement.

Electronic acceptance shall have the same legal force and effect as a handwritten signature.

Thank You

Thank you for choosing Riply Media.

We appreciate the opportunity to support your station and are committed to continually improving our Editorial Platform, products, and customer experience. We look forward to helping you deliver timely, relevant, and professionally produced news content to your community.