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Partnership Agreement

Version 1.0 / 24/03/2021

The sender transmitting the confirmation declares that they are authorized to enter into this partnership on behalf of the Publisher. The Publisher enters into the following partnership with Newsadoo GmbH, registered under FN 464128t, with its registered office in Linz and its business address at Lastenstraße 36, 4020 Linz, represented by Mag. David Böhm, born on 16 April 1984, who, as managing director, is authorized to represent the company individually (hereinafter referred to as Newsadoo).


I. Preamble


Newsadoo is a European initiative to create a secure and functioning digital news market serving the interests of the European publishers and quality media. Based on current technologies in the fields of artificial intelligence and machine learning, daily digital news consumption is to be made suitably attractive within the Newsadoo ecosystem so that users are willing to pay a monthly fee for access to the service and the corresponding quality content. Simultaneously, the concentration of behavioural data within the system will form the basis for a targeted advertising platform allowing the European publishers to offer advertising products comparable to and competitive with those of U.S. Internet corporations and thus increase their advertising revenues significantly.


Newsadoo explicitly declares that all measures undertaken serve to establish, in the interest of the European publishers, an ecosystem for the European media landscape that provides a functioning digital business model for safeguarding the core business of publishers and/or transforming this core business for digital channels. The goal is to reduce dependence on international gatekeepers and create an independent European project that can be controlled by the European publishers themselves according to their mutual interests in the long run.


Newsadoo upholds the values professed by European quality media, and in particular supports media in their interest to ensure the safeguarding of these values in Europe in digital channels in the future. These values include the independence and objectivity of reporting, the freedom of the press and the principles of free reporting, rigour in research and reproduction of contents, and confidentiality and protection against discrimination. In order to ensure the quality and maintaining of the European media standards, media that continually disregard these values and intentionally misrepresent realities will not be accepted into the European ecosystem or be expelled from it in the event of proven, repeated violations.


As a European media start-up Newsadoo is in an ongoing multi-phase development and integration process. As supporter of the project the Publisher acknowledges that the relations between Newsadoo and the Publisher will continually be professionalized and developed as the project evolves.


II. Content Partnership


Newsadoo operates the news ecosystem Newsadoo, which is also integrated in various applications, under the domain as well as other domain endings, and allows partners to publish their content via backlinks and/or under their own name on Publisher-specific pages within the ecosystem. Under the agreed partnership, the Publisher will assemble content packages to be transmitted via RSS feed or other interfaces to its Publisher-specific pages on Newsadoo, where these content packages are stored and processed and then directly displayed in the system or made available through backlinks via preview texts and images. Thus, the Publisher expressly gives Newsadoo permission to access and store the editorial content of the websites transmitted in the form and operated by the Publisher, to conduct automated analyses of such content, and, in the future, to display to the users headlines, preview images and preview texts for the purpose of establishing links to the Publisher’s own website, or to publish the full content in the Newsadoo ecosystem with the objective of commercial exploitation.


The content packages include all content provided in the form of texts, images, and audio and video files that can be accessed via RSS feed or other interfaces. The content is accepted by Newsadoo without alterations and published online, in whole or in part, for the purpose of commercial exploitation or additional traffic in the Publisher’s name. The exclusive responsibility for all content as well as all rights remain with the Publisher, which is identified by its imprint on the Publisher-specific pages and on preview pages. The published imprint data are the company details provided in the form or on the Publisher’s own website, as well as any transmitted personal details of the author. Changes to these data must be announced to Newsadoo in writing. The Publisher grants Newsadoo a period of four weeks from the time of receipt of the announcement of changes to update the corresponding data on the platform.


The Publisher remains the sole owner of all rights to the provided content. No rights are transferred to Newsadoo. Newsadoo provides the technical platform allowing the Publisher’s content to be published on the Publisher-specific pages and commercially exploited within the framework of the platform or to create additional traffic for the Publisher on its own platform. Newsadoo is authorized to display preview texts and preview images on Newsadoo’s own overview pages to advertise the content. The preview texts and preview images provided by the Publisher (generally headlines and the main photo) will be used by Newsadoo without alterations, and the rights owner will be identified by way of an adjoining imprint. The content of these unaltered preview texts and preview images lies in the sole responsibility of the Publisher. No rights are transferred to Newsadoo, and Newsadoo assumes no liability whatsoever in this regard. By providing preview texts, preview images and any further content, the Publisher also gives its unrestricted consent to the publication of said content within the Newsadoo news ecosystem. The Publisher shall hold Newsadoo harmless in regard to all content provided by the Publisher.


The Publisher decides whether the respective content packages are to be made available via backlink or displayed directly in the Newsadoo ecosystem. If displayed in Newsadoo, the package can be made available as a source free of charge for the user or as a Premium source subject to a charge. The Publisher defines the price for each package, and decides whether the respective package should also be included in flat-rate offers. Activation and deactivation of content packages is performed by the Publisher itself or by Newsadoo following the Publisher’s written instruction.


A project head shall be identified to Newsadoo by the Publisher. The project head serves as permanent contact person and receives the necessary administrative access or transmits the respective orders for execution to Newsadoo. Any restrictions pertaining to the period of publication of individual contents are defined by the project head named by the Publisher or managed by the Publisher itself in Newsadoo.



III. Duration of the Partnership


The partnership shall remain in effect until it is terminated. It can be terminated at any time by either party by way of a written declaration subject to a term of three months. In the event of termination of the agreement by the Publisher, Newsadoo shall conform to the Publisher’s wishes as far as its technical capabilities and resources allow to do so, and in particular shall remove ongoing access to new content as soon as possible, even within the remaining partnership period, if requested by the Publisher. Termination of the partnership means that no content transmitted after the end of the partnership will be displayed within the system in its entirety. Previously transmitted content may still be used by Newsadoo within the system, however.


IV. Usage Rights and Legal Responsibility


The Publisher warrants that it is the creator of the transmitted or provided content and/or is the owner of the publishing rights to said content. The Publisher also warrants that no third-party rights are violated by publication of the content. Should the consent of a third party be required for publication of the content, the Publisher warrants the existence of this consent. The Publisher explicitly declares that no rights conflicting with the publication of the respective content have been granted to any third party. All liability for the arrangement and correctness of the content lies solely with the Publisher. Likewise, all responsibility in terms of media law lies solely with the Publisher. The Publisher holds Newsadoo harmless in regard to any third-party claims in connection with the content provided by the Publisher. This includes any costs incurred for lawyers and other defence costs.


V. Compensation


Publishers have the option of making content available via backlinks or directly in the Newsadoo ecosystem (as a source free of charge or subject to a charge). For content made available via backlink it is agreed that the mutual provision of services does not entitle either cooperation partner to receive compensation from the other cooperation partner.


In the case of full content made available directly in the Newsadoo ecosystem, the Publisher will receive proportionate advertising revenues depending on the Publisher’s reach and, in the case of publication subject to a flat rate, additional proportionate payments from the flat rate depending on the Publisher’s reach. In the case of publication as an exclusive source subject to a charge, the Publisher will receive proportionate advertising revenues as well as the corresponding attributable revenues from the subscription. Proportionate revenues are calculated from the reach of the Publisher’s content in relation to the entire content based on measurement parameters like number of clicks, viewing time, etc. Newsadoo will distribute 60% of the overall revenue from advertising and content packages to the Publishers. This defined and agreed compensation covers all entitlements of the Publisher. No further entitlements exist. Newsadoo determines the compensation to which the contract partner is entitled on a monthly basis and credits it to the partner’s account. The income earned is based on the reporting data since the point in time at which Newsadoo launched the advertising platform and started to generate steady advertising revenue. Notwithstanding the above, the Publisher may request an analysis of the current use at any time.


The decision on rebates to be applied to flat-rate memberships for users as well as to advertisements for advertising customers lies solely within the authority of Newsadoo. Publishers have no right to a say in this regard, but may decide at any time whether they wish to participate in or leave the respective flat-rate package. Newsadoo’s principal intent in all decisions is the maximisation of profits in the mid to long term. The decision on rebates to be applied to exclusive content packages of the Publisher lies solely within the authority of the Publisher. The Publisher thus assumes responsibility for the pricing of its own exclusive content packages.


VI. Algorithm


The Publisher acknowledges that the ranking of content and thus the order in which content is displayed is determined on the basis of mathematical models and algorithms by a self-learning system. Prioritisation and thus more frequent display can be achieved by the Publisher only by optimising for specific target groups in terms of content and optical parameters (completeness, image selection, text structuring, interesting content, currentness, etc.). The ranking of content can only be influenced by optimising the content and strengthening the Publisher’s brand. Direct influencing of or intervention in the system is not possible. The Publisher warrants that it will not undertake any unfair activities in order to gain advantages for its content.


VII. Deletion of Content and Quality Control


Newsadoo reserves the right to delete individual content from the Publisher-specific pages on Newsadoo or to not publish it in the first place. This applies in particular to content that violates existing laws, contains dubious or slanderous statements, or openly approves of illegal organisations; furthermore, it applies to content suspicious of not conforming to journalistic quality standards in regard to research or objectivity as well as to content for which there is reasonable doubt that its creation pursued the goal of reflecting reality. The Publisher has no legal entitlement to its provided content being displayed on the Publisher-specific pages on Newsadoo. The Publisher waives all legal claims in the event that content provided by the Publisher is deleted or not published by Newsadoo.


The Publisher may request Newsadoo to delete provided content permanently from the Newsadoo systems, or respectively may deactivate or permanently delete such content itself via a provided backend access. A time limit of four weeks applies to content deletion requests, but Newsadoo will attempt to fulfil such requests as quickly as possible. However, a legal obligation for Newsadoo to deactivate or delete content from its databases can result exclusively from a court order or from applicable legal regulations (e.g. e-commerce laws). In all other cases, the Publisher has no right to demand that Newsadoo delete any content provided under this partnership. Should a third party approach Newsadoo with a request to delete specific content, Newsadoo will inform the Publisher without delay. The Publisher itself must then decide whether to delete the content and take appropriate measures. Newsadoo reserves the right to delete immediately and without consulting the Publisher any content violating Section 7 Paragraph 1 of this agreement and brought to Newsadoo’s attention by a third party. In any case, the Publisher shall hold Newsadoo harmless in regard to any third-party claims resulting from requests for deletion and their consequences. Should it be impossible for whatever reason to obtain notice from the Publisher immediately, or if such notice is not received despite being requested, Newsadoo is entitled to delete the respective content permanently and remove it from all networks in order to avoid possible legal problems. A full legal assessment of the eligibility of the request for deletion is not required. Deletion for such cause does not constitute a violation of this agreement. Newsadoo has the right to delete dubious content that is not consistent with its own journalistic quality standards and values at any time.


VIII. Costs


Newsadoo bears the cost of establishing this contract. Any costs for additional legal counsel shall be borne by the respective contract party.


IX. Data Privacy


Newsadoo uses user-related data provided to Newsadoo by any individual user exclusively for purposes that have been announced to the user and to which the user has given their consent. Any sharing or transfer of user-related data by Newsadoo can occur solely in this manner.


X. Validity, Severability Clause


Should any of the provisions of this agreement be or become wholly or partly void or ineffective, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be replaced with valid provisions that reflect the purpose of the invalid provisions and the original intent of the contract parties as closely as possible. Should any of the provisions of this agreement be in violation of applicable laws, the contract parties agree that this invalidity shall only apply to the affected provision while leaving the others untouched. The contract parties agree not to rescind or appeal against this agreement irrespective of legal basis, especially in cases of deceit, coercion, error, or laesio enormis.


XI. Miscellaneous


Should any oral agreements or side agreements exist, they are considered mutually repealed with the signing of this agreement. Any changes to this agreement must be made in written form. This also applies to the waiving of the formal requirement of written form.


The contract parties undertake to transfer all rights and obligations under this agreement to their legal successors in the event of individual or universal succession. The contractual language is German. In the case of issuance of this agreement in two or more languages, the German version shall take precedence in case of doubt.

The place of jurisdiction for all disputes relating to this agreement shall be the competent court at the registered office of Newsadoo. This contract and its interpretation are subject to the laws of the Republic of Austria under exclusion of the conflict-of-law rules and the UN CISG.

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