TERMS AND CONDITIONS OF USE THESE TERMS AND CONDITIONS OF USE (these "Terms and Conditions") are incorporated into that certain letter agreement (the "Letter Agreement") between NTVB MEDIA Inc. a Michigan corporation ("NTVB") and you ("You"). BY IMBEDDING NTVB'S WIDGET INTO YOUR WEBSITE AND/OR DOWNLOADING NTVB'S CONTENT, YOU AGREE AND CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ANY CHANGES TO THESE TERMS AND CONDITIONS OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH NTVB MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT IMBED THE WIDGET OR DOWNLOAD OR PUBLISH THE CONTENT.
Use Of NTVB's Content. The content, including without limitation information, artwork, text, video, audio, or photographs contained on NTVB's widget or provided by NTVB to You (collectively, the "Content") are protected by copyright laws. The Content is owned or licensed by NTVB, has been compiled from a variety of sources and is subject to change without notice. You may only use the Content on the website(s), mobile app(s) and print publication(s) identified in your registration. You may only access and use the Content in accordance with the letter agreement entered into between NTVB and your organization ("Letter Agreement" and these Terms and Conditions). You may not modify, alter or use the Content for any other purpose without NTVB's express written consent. Except as provided in the Letter Agreement or below, You may not reproduce, republish, post, transmit, publicly display or distribute any of the Content except as authorized by the Letter Agreement or these terms and conditions. The Content may only be used for editorial or informational purposes, or in advertisements as permitted by this letter agreement. You shall not use the Content in any manner that is in any way objectionable or in conjunction with other materials or information that is in any way objectionable. As used herein, "objectionable" means any materials or information in any medium or format, including without limitation text, data, graphics, audio or video, content (or use of the content) that: (a) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way; (c) constitutes a breach of any person's privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party's intellectual property rights of any kind, including without limitation, copyright, patent, trademark, industrial design, trade secret, confidentiality or moral rights; (d) violates or encourages other to violate any applicable law; (e) promotes software or services that deliver unsolicited email; or (f) contain direct links (by a single click) to web sites that contain information of the kind described in this definition. In addition, You will not take or use still "screen grab" images from moving segments of the Content. As set forth in the Letter Agreement, (i) You are required to run the attribution bug (the "Bug") accompanying this download every time you publish any Content on or in any authorized location; and (ii) You may size, crop or similarly alter the Content or the Bug for printing purposes, but You may not edit or otherwise change the substance of the images or text of the Content or the Bug.
Registration. You will be required to register with NTVB in order to imbed NTVB's widget on your site and/or download the Content on your site. You hereby represent and warrant that all information provided to NTVB during the registration process is true, accurate, current and complete, and You agree to update such information as necessary to maintain its truth and accuracy. When registering, You will provide valid and accurate contact information, including but not limited to a postal address, working e-mail address and telephone number, where NTVB can send You notices and/or inquiries. By registering with NTVB, You agree to accept responsibility for all activities that occur under your account or password, and You agree You will not sell, transfer or assign your account or any related rights. You are responsible for maintaining the confidentiality of your password so that others may not access any password protected portion of your NTVB account unless they are specifically authorized by You to do so.
Termination. The Letter Agreement and these Terms and Conditions may be terminated by NTVB, in its sole discretion, at any time upon written notice to You. In addition, NTVB may, in its sole discretion, suspend performance of any or all of its obligations under the Letter Agreement and these Terms and Conditions, without termination, upon written notice to You. After the termination of the Letter Agreement and these Terms and Conditions, both parties will cooperate with each other to remove NTVB's widget and Content from your website, or NTVB may, in its sole discretion, unilaterally disable such widget and terminate your access to the Content.
Amendment, Addition Or Deletion Of Agreement Or Services. NTVB may, in its sole discretion, add to, delete or amend all or any portion of the Letter Agreement and/or these Terms and Conditions at any time and for any reason including, but not limited to, changes in technology, market or business conditions, or applicable law. Your continued use of the NTVB widget and/or downloading and/or publishing of the Content after such changes or modifications have been made constitutes your binding acceptance of any such changes or modifications that NTVB may make.
Independent Contractor. The relationship between You and NTVB is only for the purposes, and to the extent, set forth in the Letter Agreement and these Terms and Conditions. The relationship between NTVB and You shall at all times be that of independent contractors. Neither party shall be deemed for any purposes whatsoever to be an agent of the other, and a party shall have no authority to bind the other in any fashion. In no event shall this Agreement be construed to create an employment, a partnership, a joint venture, a general agency or any relationship other than an independent contractor relationship between the parties. Each party acknowledges and agrees that it has no authority to make any representations or commitments on the part of the other party.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THE LETTER AGREEMENT AND/OR THESE TERMS AND CONDITIONS, NTVB HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING NTVB'S WIDGET, THE CONTENT OR OTHERWISE RELATING TO THE LETTER AGREEMENT AND/OR THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NTVB's widget and the Content are provided on "AS IS" and "AS AVAILABLE" basis, without warranties of any kind. Your use of NTVB's widget and the Content is at your own risk. NTVB shall have absolutely no liability whatsoever in connection with the Content including, without limitation, any liability for damage to your computer hardware, data, information, materials, website and business resulting from NTVB's widget and the Content. NTVB shall have no liability for: 1. Any loss or injury caused, in whole or in part, by its actions, omissions, or negligence, or for contingencies beyond its control, in procuring, compiling, or delivering NTVB's widget and the Content; 2. Any errors, omissions, or inaccuracies in the Content regardless of how caused, or delays or interruptions in delivery of the Content; or 3. Any decision made or action taken or not taken in reliance upon the Content furnished hereunder.
LIMITATION OF LIABILITY. NTVB SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUES, PROFITS OR GOODWILL) ARISING FROM OR IN CONNECTION WITH (A) THE BREACH OF, OR FAILURE TO PERFORM, ANY OF NTVB'S OBLIGATIONS OR COVENANTS UNDER THE LETTER AGREEMENT AND/OR THESE TERMS AND CONDITIONS OR (B) YOUR USE OF, RELIANCE ON, OR INABILITY TO USE NTVB'S WIDGET AND/OR THE CONTENT OR ANY PART THEREOF EVEN IF NTVB HAS BEEN ADVISED OF SUCH DAMAGES. IN ADDITION, THE AGGREGATE LIABILITY OF NTVB TO YOU ARISING FROM OR IN CONNECTION WITH THE LETTER AGREEMENT AND/OR THESE TERMS AND CONDITIONS WILL NOT EXCEED THE COMPENSATION RECEIVED BY NTVB ON ACCOUNT OF YOUR RELATIONSHIP WITH NTVB IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY OCCURRED.
FUNDAMENTAL UNDERSTANDING. THE DISCLAIMER OF WARRANTY AND THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. NTVB WOULD NOT PROVIDE THE NTVB WIDGET, THE CONTENT, AND ANY OTHER SERVICES OR INFORMATION OFFERED PURSUANT TO THE LETTER AGREEMENT, WITHOUT SUCH LIMITATIONS. YOU AGREE THAT THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT NTVB'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
Indemnity. You agree to indemnify NTVB and its members, shareholders, directors, officers, managers, agents, employees, representatives, heirs, beneficiaries, successors and assigns (the "Indemnified Party") against, and hold them harmless from, any and all losses, costs, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees, court costs and other reasonable legal expenses, which an Indemnified Party suffers, sustains or incurs as a result of, arising from, or in connection with any failure of performance or breach of any covenant, representation or warranty by You set forth in the Letter Agreement and/or these Terms and Conditions.
Force Majeure. NTVB does not guarantee its services to be provided under the Letter Agreement will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your or third-party equipment, systems or local access services, (3) relating to events beyond NTVB's reasonable control such as strikes, lockouts, embargoes, boycotts, riots, insurrection, fires, floods, explosions, war, acts of terrorism, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where NTVB or any third-party servers are located or co-located. NTVB shall not be responsible for delays or failures in performance resulting from acts or events.
Assignment. You may not assign the Letter Agreement and/or these Terms and Conditions or any of your rights, title or interests therein or herein without NTVB's prior written consent, which may be granted or withheld in NTVB's sole discretion. NTVB may freely assign or transfer the Letter Agreement, these Terms and Conditions and/or any and all rights and obligations thereunder or hereunder.
Review. By executing the Letter Agreement and imbedding NTVB's widget into your website and/or downloadingand/or publishing the Content, You acknowledge and agree that You have carefully read the Letter Agreement and these Terms and Conditions; discussed them with your advisors and/or legal counsel; understand all of the terms and conditions set forth in the Letter Agreement and these Terms and Conditions; and knowingly enter into them of your own free will and volition.
Enforcement Costs. In the event of litigation or other enforcement proceedings between the parties with respect to the Letter Agreement and/or these Terms and Conditions, the non-prevailing party shall pay the substantially prevailing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the course of such litigation or proceedings and any appeals or enforcement proceedings occurring as a result of such proceedings.
Severability. If any of the provisions of the Letter Agreement and/or these Terms and Conditions shall be declared to be invalid, void or unenforceable, or shall be modified by arbitration award, judicial decree, order or judgment, the remaining or modified provisions thereof and hereof shall remain in full force and effect. If all or any part of the Letter Agreement and/or these Terms and Conditions is deemed unreasonable, invalid, void or unenforceable by arbitration award, judicial decree, order or judgment, You hereby expressly consent and agree that the offending portions shall be modified to provide NTVB with the maximum protection permitted by law or equity.
Notices. All notices, requests, demands and other communications required or permitted to be given in the Letter Agreement and/or these Terms and Conditions shall be in writing and shall be deemed to have been duly given if delivered personally, by fax, by overnight delivery by a nationally recognized courier service (with delivery charges prepaid), by certified mail (postage prepaid) or by e-mail to (a) You at the postal address, fax number or e-mail address in your account information and, (b) NTVB at 213 Park Street, Troy, MI 48083, or to such other address as the respective party may specify from time to time by written notice in accordance with this Section.
Governing Law. The laws of the State of Michigan (without regard to its principles of conflicts of laws) shall govern the validity, performance, interpretation and enforcement of the Letter Agreement and these Terms and Conditions.
Binding Effect. The Letter Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of each of the parties thereto, their respective heirs, legal representatives, successors and permitted assigns.
Forbearance Or Delay. Any forbearance or failure or delay by any party to exercise any right, power or remedy under the Letter Agreement and/or these Terms and Conditions shall not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any such right, power or remedy shall continue in full force and effect until such right, power or remedy is waived specifically by an instrument in writing executed by such party.
Use Of Printed Version. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
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