Demonstration Terms of Service

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ContentDepot® Distribution System
Demonstration Terms of Service

Posted March 30, 2015

THESE TERMS OF SERVICE GOVERN YOUR LIMITED ACCESS TO THE CONTENTDEPOT® DISTRIBUTION SYSTEM FOR DEMONSTRATION OF THE CONTENTDEPOT DISTRIBUTION SYSTEM.  PLEASE READ THESE TERMS CAREFULLY.

BY ACCESSING AND USING THE CONTENTDEPOT® DISTRIBUTION SYSTEM FOR DEMONSTRATION PURPOSES, YOU AGREE TO BE BOUND BY AND ABIDE BY THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE EXIT AND DO NOT USE THE CONTENTDEPOT® DISTRIBUTION SYSTEM WEBSITE OR ANY OF ITS FEATURES.

YOU MAY NOT ACCESS OR USE CONTENT WITHOUT PROPER AUTHORIZATION.  UNAUTHORIZED ACTIVITIES MAY SUBJECT YOU TO LEGAL AND FINANCIAL LIABILITY FOR VIOLATING COPYRIGHT, TRADEMARK AND OTHER APPLICABLE LAWS.

 

 

 

 

 

 

 

 

1.      Introductory Terms

1.1       Agreement; Reservation of Rights.  National Public Radio, Inc. (“NPR”) is making available to you, subject to these ContentDepot Distribution System Demonstration Terms of Service (“Terms of Service”), a demonstration of the services of the ContentDepot (as defined in Section 1.3) for Content (as defined in Section 1.2) that you may access, use or provide upon becoming an authorized user of the ContentDepot by entering into a ContentDepot Distribution System User Agreement.

The access to any part of the ContentDepot by you or any of your employees or other agents constitutes your agreement to these Terms of Service.  NPR reserves the right to revise these Terms of Service at any time to make changes that affect all users equally in a manner that does not in any way prejudice any rights, including any sovereign immunity rights, of any user, its directors, officers, employees or agents or under any applicable law.  All rights and licenses not expressly granted to you in these Terms of Service are reserved by NPR.

1.2       “Content” Defined.  “Content” means audio and other multimedia programs produced or distributed for use by authorized public radio or other users, segments of those programs, other audio or multimedia content, related links, related files, related streams, related metadata, related promotional messages, related graphics, written descriptions of the programs, other related content, underwriting credits, sponsorship announcements, other information, and trademarks, service marks, and logos relating to such programs or their respective producers.

1.3       “ContentDepot” Defined.  “ContentDepot” means the ContentDepot Distribution System for managed and operated by NPR on behalf of the Public Radio Satellite System (“PRSS”), including but not limited to (i) certain satellite, Internet or other services for the distribution of Content; (ii) a system for sending messages from NPR to users and for posting and receiving messages between users of the ContentDepot (the “Messaging System”); (iii) any content exchanges for the placement and retrieval of program ideas and program elements for on-air and other uses (“Content Exchanges”); and (iv) all restricted areas of the PRSS website.  “Restricted areas” of the PRSS website are nonpublic areas accessible only through use of a username, password, or other identifier or security mechanism.

1.4       “Demo Account” Defined.  “Demo Account” means the PRSS Trial Station demonstration station account made available by NPR to prospective users of ContentDepot for such users to evaluate the features and functionality of ContentDepot.

1.5       “Sample Content” Defined.  “Sample Content” means Content in the form of sample programs or program segments provided by a producer to the PRSS for the limited purpose of making such Content available through the Demo Account to demonstration users of ContentDepot pursuant to these Terms of Service.

1.6       “Term” Defined.  “Term” means the period of time beginning on the date you accept these Terms of Service by accessing the Demo Account and ending (i) upon your notification that you no longer desire to have access to the Demo Account or (ii) seven days after your acceptance of these Terms of Service, whichever is earlier.

 

2.      Demonstration License

2.1       License Grant.  Subject to the terms and conditions of these Terms of Service, NPR hereby grants you a limited, nonexclusive, non-transferable license to access the Demo Account during the Term for the purpose of evaluating the ContentDepot.  Your access to the Demo Account provides you with the ability to access Sample Content provided by producers that distribute Content through the ContentDepot.  You acknowledge that you will be able to access, download and listen to Sample Content and access and download archived messages in the Messaging System, but will not able to subscribe to any programs or otherwise listen to or download program episodes, and will not be able to provide any Content for distribution, unless and until you enter into the ContentDepot Distribution System User Agreement.

2.2       Responsibility for Content.  NPR’s Distribution division does not produce, select, edit or otherwise control the Sample Content, and NPR makes no representations as to its accuracy, completeness, timeliness, reliability or non-infringement.  You, and not NPR, are fully and solely responsible for examining the Content for any virus, trap door, back door, worm, Trojan horse or other harmful computer code, files, scripts, agents, programs, device or other features that may access, alter, delete, damage or disable any hardware, software, information or other property (collectively, “Harmful Code”).

If you become aware that any Sample Content may violate any applicable law, regulation or ordinance, defame any person, violate or infringe upon the copyright, patent, trademark, trade secret, privacy, reputation, creative or other rights of any person or entity, or contain any Harmful Code, or you become aware of any claim, threatened claim or complaint of such violation, infringement or Harmful Code, then you agree to provide a detailed notification to NPR.

 

3.      General Terms

3.1       Compliance with Policies and Procedures.  You must comply with all NPR policies and procedures for access to and use of the ContentDepot.  NPR may, in its sole discretion, immediately suspend or terminate your access to the ContentDepot for failure to comply with its policies and procedures or with these Terms of Service.

3.2       Website Terms of Use and Privacy Policy.  NPR shall maintain a privacy policy for the PRSS website (the “Privacy Policy”) that is complete, accurate, up to date, and fulfills any applicable legal and regulatory requirements.  NPR shall use any personally-identifying information collected from your access or use of the ContentDepot or the website only as necessary to perform NPR’s obligations under these Terms of Service.  Any personally-identifying information collected from you through the ContentDepot or other areas of the PRSS website is subject to the Privacy Policy.  Your use of the ContentDepot is subject to the website terms of use (the “Website Terms of Use”), which can be accessed at www.prss.org/terms-use and are incorporated into and made a part of these Terms of Service.  If there is any conflict between these Terms of Service and the Website Terms of Use, these Terms of Service will take precedence over the Website Terms of Use.

3.3       Accounts; Security.  You are fully and solely responsible for all activities that occur using the Demo Account and any usernames or passwords associated with the Demo Account.  You must maintain, and inform each person with access to a username or password that such person must maintain, the confidentiality and security of all usernames and passwords, and you agree to notify NPR immediately of any unauthorized use of the Demo Account, any username or password.  You agree that (i) you will not violate, or attempt to violate, the security of the ContentDepot, whether by breaking or attempting to break any of NPR’s security systems for the ContentDepot, using or attempting to use any username or password you are not authorized to use, obtaining or attempting to obtain access to any Content or data other than Content or data that you have been authorized to access under these Terms of Service, or any other attempt to breach the security of the ContentDepot, and (ii) you will not attempt to interfere with the operation of the ContentDepot or with the provision of service through the ContentDepot to any other user.

3.4       No Warranties.  NPR PROVIDES THE CONTENT, THE CONTENTDEPOT, AND THE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NPR MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE CONTENT, THE CONTENTDEPOT, OR THE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY OR ERROR-FREE, AND, WITHOUT LIMITATION, NPR EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND TIMELINESS OF THE CONTENTDEPOT AND THE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE.

3.5       Limitations on Liability.  THE LIABILITY OF NPR ARISING OUT OF THE FURNISHING OF ANY SERVICES UNDER THESE TERMS OF SERVICE, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS OR OTHER DEFECTS, OR ARISING OUT OF FAILURE TO FURNISH THE SERVICES, WHETHER CAUSED BY ACTIONS OF COMMISSION OR OMISSION, SHALL BE LIMITED TO A SERVICE MAKEGOOD, IF APPLICABLE.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL NPR, ITS DIRECTORS, OFFICERS, EMPLOYEES OR MEMBERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF ACTION, ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENT, THE CONTENTDEPOT, OR THE SERVICES PROVIDED UNDER THESE TERMS OF SERVICE, WHETHER OR NOT NPR SHALL HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.

3.6       Governing Law.  These Terms of Service and their interpretation, construction and effect shall be governed by the laws of the District of Columbia without regard to its choice of law and forum or venue rules; provided, however, that, if such choice of law is prohibited by the law of your jurisdiction, the parties intend for these Terms of Service to remain silent with respect to the choice of applicable law.  Any action arising from these Terms of Service shall be brought in the in the local or federal courts located in the District of Columbia; provided, however, that if such choice of forum is prohibited by the law of your jurisdiction then any action arising from these Terms of Service will be brought in the jurisdiction of the defendant in such action.

3.7       Validity of Records.  You hereby agree that these Terms of Service and your acceptance of these Terms of Service will be deemed for all purposes to be (i) business records originated and maintained in documentary form, (ii) a “writing” or “in writing,” (iii) “signed,” and (iv) an “original” when printed from electronic files or records established and maintained in the normal course of business.  You further agree not to contest the validity or enforceability of these Terms of Service under the provisions of any applicable law relating to whether certain agreements are to be in writing, signed or digitally authenticated by the parties to be bound thereby, and agree that these Terms of Service will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form.

3.8       Entire Agreement; Waiver; Severability; Section Headings.  These Terms of Service, together with the Website Terms of Use and the Privacy Policy, represent the entire understanding of the parties regarding its subject matter and supersedes any prior agreements or understandings regarding the ContentDepot or these Terms of Service, written or oral.  These Terms of Service may not be waived or modified by the parties except in writing signed by authorized representatives of both parties, and the conduct or actions of any party will not be deemed a modification or waiver.  A modification or waiver of a part of these Terms of Service will not constitute a modification or waiver of any other portion of these Terms of Service.  In the event any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.  The headings of the sections of these Terms of Service are included solely for convenience and do not constitute a part of these Terms of Service.