Sticker Cooperation General Terms and Conditions

Partnership General Terms and Conditions

These Partnership General Terms and Conditions (the “T&Cs”) shall apply to the Partnership Agreement (the “Agreement”) executed between Viber Media S.à r.l., and the partner stated in the Agreement (the “Partner”) and to the relationship between the Parties in connection therewith. All terms not specifically defined herein shall have the meaning ascribed to them in the Agreement.

Reference herein to the Bot and/or Community shall only be applicable if such Bot and/or Community features are provided under the Agreement.

 

  1. License. Subject to the terms and conditions of the Agreement, Partner hereby grants to Viber and its affiliates and subsidiaries during the Term of the Agreement a non-exclusive, worldwide license to use, reproduce, market, promote, distribute and offer the Licensed Content and/or the Sticker Content to users of the Viber App, in any means or media now known or hereafter developed, including, without limitation, through any and all Viber and/or third-party online stores or exchanges, including the Viber Sticker Market, for the purpose of performance of the Agreement.Without limitation of the foregoing, the license granted in this Section 1 shall include the right to copy, display, modify, promote, distribute, market and create derivative works of the Sticker Content, the Stickers and the Licensed Content, for the purpose of performance of the Agreement.  Except for the license to the Sticker Content and/or the Licensed Content granted to Viber and its affiliates and subsidiaries in this Section 1, Partner reserves all rights in and to the Sticker Content and Licensed Content.  The Partner further represents and warrants, that it has been granted the permission of the individuals, in which their images and/or faces will be incorporated in the Stickers (if any), to use their individual rights under these T&Cs and the Agreement.
  2. Proprietary Rights. As between Viber and Partner, Partner owns all right, title and interest in and to the Sticker Content and to the Licensed Content and the Bot and Viber owns all right, title and interest in and to the Viber App and any related features. Viber reserves exclusively for itself all rights of any kind in the Viber App. Notwithstanding the foregoing, if any Viber trademarks, branding elements or other Viber intellectual property (“Viber IP”) is used in and/or in connection with the Licensed Content, the Bot and/or the Community, Viber shall retain all right, title and interest in and to the Viber IP.
  3. Representations and Warranties. Each Party represents and warrants to one another that they have the right and power to enter into the Agreement and perform their obligations hereunder. Partner represents and warrants to Viber that (i) Partner owns all right, title and interest in the Sticker Content, the Licensed Content, the Bot and to the Community Content, and any and Viber’s use thereof pursuant to the Agreement does not violate the rights of any third party, including without limitation any and all copyright, trademark, trade secret, patents or other intellectual property right; and (ii) Partner is, and shall remain throughout the entire Term of the Agreement, in full compliance with all applicable laws and regulations, including privacy laws.
  4. Indemnification. Partner shall indemnify, defend and hold harmless Viber, its parent, affiliates and subsidiaries and their officers, directors, shareholders, employees, contractors, business partners and agents from and against any and all claims by third parties (i) that the Sticker Content, the Licensed Content, the Bot and/or the Community (including the content served therein, violates or infringes the rights of any third party, including, without limitation, copyrights, trademarks, trade secret, patents or other intellectual property right; or (privacy rights; (ii) in connection with Partner’s Representations and Warranties under these T&Cs; or (iii) in connection with Partner’s performance under the Agreement, including these T&Cs.  Viber shall have the right to retain counsel of its choice in order to defend against any such claim.  In no event shall Partner settle such indemnified claim without the prior written consent of Viber, which consent shall not be unreasonably withheld or delayed. Viber shall provide Partner with prompt written notice of any such indemnified claim.
  5. Limitation of Liability. EXCEPT WITH RESPECT TO CLAIMS ARISING OUT OF OR IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY HEREUNDER, OR FROM PARTNER’S WARRANTY OR INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, LIABILITY FOR ANY AND ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS UNDER ANY LEGAL THEORY OR CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VIBER OR ITS PARENT, AFFILIATES OR SUBSIDIARIES HEREUNDER AND/OR UNDER ANY LEGAL THEORY OR CAUSE OF ACTION EXCEED IN THE AGGREGATE US$10,000.
  6. Non Exclusivity. The Agreement shall not limit Viber in any way from contracting any other party, including without limitation for the provision of similar services as those provided by Viber thereunder.
  7. Termination/Expiration. In the event of any material breach of the Agreement by either Party, the non-breaching Party may terminate the Agreement on five (5) days prior written notice to the breaching Party setting forth the nature of such breach, provided that such alleged breach is not cured by the non-breaching Party within such five (5)-day cure period. In addition, Viber shall have a right, at any time, to terminate this Agreement for any or no reason, upon 30 days prior written notice (email will suffice), without derogating from Viber’s termination rights under the Viber Policies. In the event of termination or expiration of the Agreement, users of the Viber App which previously downloaded Stickers shall continue to have the right indefinitely to utilize such Stickers or Sticker Content in connection with their messages in the Viber App.  Upon termination or expiration of the Agreement, Viber shall within thirty (30) days promptly cease all use of the Sticker Content offered to users of the Viber App, provided however that Viber may in all events fulfill pre-existing orders for Stickers.
  8. Confidentiality. The Parties shall maintain the Agreement, the terms hereof and anyoral or written information exchanged between the Parties hereunder (the “Confidential Information”), in strict confidence, and shall not disclose any of the foregoing to any third party without disclosing Party’s prior written consent, provided however that either Party may disclose such Confidential Information to its affiliates, parent and subsidiaries, and its and their respective officers, directors, shareholders, and employees on a need to know basis or as required by law or court order, to enforce the Agreement, or in connection with the sale of all or substantially all of the assets or stock of Viber. Any and all information concerning Viber, the Viber App or Viber’s business which Viber provides to Partner hereunder shall be considered protected Confidential Information pursuant to this Section 8. The receiving Party shall immediately notify the disclosing Party of any unauthorized use or disclosure of Confidential Information of the disclosing Party of which the receiving Party becomes aware.
  9. Choice of Law; Venue. The Agreement shall be governed by the laws of the State of New York. The exclusive venue for any disputes arising out of or in connection with the Agreement shall be the state or federal courts located in the State of New York, County of New York. Partner agrees to accept service of any legal process by mail or overnight courier.  Partner hereby agrees to accept service of any legal process by mail or overnight courier.
  10. Entire Agreement; Amendment. The Agreement contains the entire understanding between the Parties hereto concerning the subject matter hereof. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties hereto relating to the subject matter of the Agreement that are not fully expressed herein. The Agreement supersedes all oral or written understandings between the Parties with respect to the subject matter hereof.  The Agreement may be amended only by a mutually acceptable writing signed by each of the Parties hereto.
  11. Assignment. Neither Party may assign the Agreement or any right or remedy contained herein without the prior written consent of the other Party, provided, however, that Viber may assign the Agreement to its parent, subsidiaries or affiliates, or in connection with the sale of all or substantially all its assets or stock.
  12. Counterparts. The Agreement may be signed in counterparts, which, when assembled together, constitute duly executed versions of the Agreement. Any signature delivered by electronic means or any electronic signature of a party shall be accepted and treated as an original signature.
  13. Survival. Provisions of the Agreement, which by nature are to survive its termination or expiration shall so survive.