Syndication Terms and Conditions

Upon your acceptance of the following Terms and Conditions, Bottom Line Inc. (“Bottom Line”) will provide to National Newspaper Association (“NNA”) and its member newspapers (“NNA Members”) access to Bottom Line’s esteemed written content (“Content”), via its platform (“BL Platform”) for use in both print and on-line editions of NNA Member publications.

  1. Consideration:  In consideration of NNA Members’ use of the Content, Bottom Line shall receive increased readership of the Content from NNA Members’ readers and proper Attribution.  There will be no fee for use of the Content by NNA Members.
  2. Attribution: All uses of Content by NNA Members shall include proper citation and credit to Bottom Line in both print and online uses of the Content, in the following format (“Attribution”):
    • Copyright Notice: Provide the following notice of copyright in all print and online uses… Copyright © 2018 by Bottom Line Inc., 3 Landmark Square, Suite 201, Stamford, Connecticut 06901. BottomLineInc.com
    • Canonical Links: Use canonical links for all digital use of Content, enabling your usage to be tagged and tracked properly.
    • Citation: Use the following citation in the footer of all digital use of the Content: “This story originally appeared in Bottom Line Inc.  [and insert a canonical link to the specific story for each usage].
    • Third-Party Linking: In the case of digital use of the Content, NNA Members are obligated to maintain all links contained in the Content.
    • “Content” does not include headline at, photos or images of any kind.
  3. Offerings: Each week, Bottom Line will provide a list of new featured content(“Offerings”) to NNA along with links to the Content on the BL Platform. NNA will then make the Offerings available to NNA Members. Upon selecting Content for use, NNA Members will be required to be a registered user of the BL Platform and consent to be bound by these Terms and Conditions.
  4. Tracking: NNA Members must have a CMS or other process to enable them to include canonical links to all digital uses of the Content.  Bottom Line will track the Content that NNA Members select, for the purpose of determining whether Bottom Line is receiving increased traffic to the BL Platform as a result of such use.
  5. Restrictions on Use: NNA and the NNA Members may not…
    1. Edit or revise the Content, or create derivative works based upon the Content, in any fashion, without the prior written approval of Bottom Line.
    2. Use the Content for the purpose of selling, advertising or marketing goods or services.
    3. Use any headline art, photos or other images appearing in any of the articles which Bottom Line makes available to NNA members; such art, photos and images being expressly excluded from the definition of “Content” under this Agreement.
  6. License: Use of, and access to, the BL Platform and Content is on a licensed basis and applies only to the Content (and not the images, headline art and/or photos) designated herein.  Bottom Line grants to NNA and the NNA Members (“you”), and in connection with your use of the Content, you accept, a non-exclusive right, license, and privilege to publish the Content, via print or digital media.  In connection with the foregoing License, you will:
    1. Constantly use best efforts to ensure that the Content is used in a way to protect the good name and goodwill associated with the content and with Bottom Line;
    2. Not attack the title of Bottom Line in and to the Content, nor will you attack the validity of this License;
    3. Not harm, misuse, or bring in to disrepute, the Content or Bottom Line, but to the contrary, you will maintain the value and reputation thereof to the best of your ability; and
    4. At all times, comply with all applicable laws and regulations, and all industry standards, relating or pertaining to your use of the Content, and shall maintain appropriate customary, high-quality standards.
    5. Bottom Line reserves the right to terminate the use of the Content in the event of violation of these Terms and Conditions.
  7. Remedies for Unauthorized Use: Bottom Line shall have and hereby reserves all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Content (any of which injunctive relief may be sought in the courts, and also may be sought prior to or in lieu of termination), and to be compensated for damages for breach of these Terms and Conditions.
  8. Disclaimers: THE BL PLATFORM IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE BL PLATFORM IS WITH NNA AND THE NNA MEMBERS. BOTTOM LINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS,  IMPLIED,  OR  STATUTORY,  WITH  RESPECT  TO  THE  BL PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTTOM LINE MAKES NO WARRANTY THAT THE BL PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE BL PLATFORM WILL BE CORRECTED. BOTTOM LINE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BL PLATFORM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE BL PLATFORM OR THE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE BL PLATFORM OR FROM BOTTOM LINE, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, “THE BOTTOM LINE PARTIES”) SHALL CREATE ANY BOTTOM LINE DISCLAIMS ALL EQUITABLE INDEMNITIES.
  9. Limitation of Liability: IN NO EVENT WILL ANY OF THE PARTIES HERETO BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR EITHER PARTY’S USE OF THE BL PLATFORM (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE BL PLATFORM), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF BOTTOM LINE PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH
  10. Indemnification: You agree to at all times defend, indemnify and hold harmless Bottom Line, its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to breach by you of any warranty, representation or covenant in these Terms and Conditions.
  11. Assignment: Bottom Line may assign its rights, interests, and obligations in these Terms and Conditions at any time. The rights and obligations under these Terms and Conditions shall inure to the benefit of and shall be binding upon the successors and assigns of Bottom Line.
  12. Independent Contractor: This Agreement does not create a fiduciary relationship between you and Bottom Line.  You and Bottom Line shall be and remain independent contractors.  Nothing in these Terms and Conditions shall constitute either party, as the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose.
  13. Dispute Resolution: These Terms and Conditions shall be constructed as to form, substance and procedure in accordance with the laws of the state of Connecticut.  The Parties hereby agree that they will and hereby do agree to waive trial by jury in any action, proceeding or counterclaim, whether at law or equity, regardless of which party brings suit.  Any disputes arising under this Agreement shall be resolved by arbitration in Connecticut in accordance with the rules of the American Arbitration Association in Stamford, Connecticut. Both parties shall be entitled to engage in all forms of discovery as permitted under Connecticut law.  The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator.
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