BY DOWNLOADING AN RSS FEED (THE "SERVICE") FROM ANY PR NEWSWIRE ASSOCIATION LLC WEBSITE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SERVICE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Changes to the terms of this Agreement are made from time to time and are posted on www.prnewswire.com by PR Newswire Association LLC ("PR Newswire") in PR Newswire's sole discretion. PR Newswire encourages you to visit www.prnewswire.com periodically to be apprised of any changes. Your continued use of the Service after such change or new agreement is posted on www.prnewswire.com shall constitute your agreement to such changes.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by PR Newswire, PR Newswire hereby grants you, during the term of this Agreement, a revocable, non-exclusive, non-transferable, royalty-free license to display on your Web site ("Site") the headlines, active links, or other source identifiers, and other information or materials, including any promotional taglines you select to receive from PR Newswire (collectively, the "Content") through the Service. PR Newswire reserves the right to modify the Service at any time, at PR Newswire's sole discretion, and you acknowledge that the availability of the Service is subject to change at PR Newswire's sole discretion.
2. RESTRICTIONS. Except as expressly set forth in Section 1 or unless otherwise consented to in writing by PR Newswire, you may not, directly or indirectly: (a) sell, edit, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Service, the Content or any portion thereof; (b) rent, lease, or otherwise transfer rights to the Service or the Content; (c) display the name, logo, trademark or other identifier of another person (except for PR Newswire or you) on your Site in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Service or the Content on your Site; (d) remove, conceal or obliterate any copyright or other proprietary notice or any mark or source identifier included on the Service or the Content; (e) archive the Content or the Service after the Service or the Content has been removed from your Site; (f) make any representation or warranty on behalf of PR Newswire; (g) attempt to hide your identity, represent yourself as someone else, compromise or attempt to compromise the security of any account, or interfere or attempt to interfere with the proper working of the Service; (h) display the Service or the Content in such a manner that does not allow for successful linking and redirection to, and delivery of, PR Newswire's Web page, nor may you frame any PR Newswire Web page; or (i) use the Service or the Content on any web site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18, promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or use the Service or the Content in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by PR Newswire, you will: (i) display the Service and the Content on your Site in the exact form received by you; (ii) ensure that the fundamental meaning of the Service and the Content is not changed or distorted; (iii) comply with all applicable laws and all limitations and restrictions placed by PR Newswire on the use, display or distribution of the Service and the Content; and (iv) give PR Newswire complete and accurate registration information when requested to do so. You acknowledge that the Service must link and redirect to the appropriate PR Newswire Web page when a user clicks on the headline. You must always stipulate that the Service is supplied by PR Newswire and is protected by copyright and owned by PR Newswire.
PR Newswire assumes no liability for your activity in connection with the Service, the Content or for the development, operation, and maintenance of your Site. You take full responsibility for the selection and use of the Service and access of the Content. Any fraudulent, abusive, or otherwise illegal activity by you will be grounds for immediate termination of this Agreement. If you use, or attempt to use, the Service beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by PR Newswire, or attempt to, tamper with, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service, then, in addition to termination of this Agreement, you may be subject to appropriate legal and equitable action.
3. RESERVATION OF RIGHTS. The Service is protected by the copyright laws of the United States and international copyright treaties. As between the parties, title, ownership rights, and intellectual property rights in and to the Service and the Content, and any copies or portions thereof, shall remain in PR Newswire. In addition, any additional programming or technology provided by PR Newswire in connection with the delivery of the Service or otherwise shall remain the sole property of PR Newswire and no part thereof shall be deemed assigned or licensed to you. PR Newswire shall retain all rights to the Service not expressly granted to you under Section 1 of this Agreement.
4. WARRANTIES AND WARRANTY DISCLAIMER. You represent and warrant to PR Newswire that: (i) your mark(s) and/or content on your Site, other than the Service, do not and will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules); and (ii) you are legally permitted to use the Service and access the Service, and if you are an individual, you are over 18 years of age. PR Newswire shall not be liable for any claims or actions arising from any Content included in the Service. In addition, PR Newswire makes no representations concerning any interruption in Service. PR Newswire is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Service or other online service, or network. PR NEWSWIRE PROVIDES THE SERVICE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, AND PR NEWSWIRE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ACCURACY OR RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
5. INDEMNITY. You hereby agree to indemnify, defend and hold PR Newswire and its parent, affiliates, subsidiaries and their respective officers, directors, employees and licensors harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred in connection with: (i) your use of the Service; (ii) any use or alleged use of the Service through your account by any person, whether or not authorized by you; (iii) the operation and content on your Site; and (iv) any breach of your representations and warranties and other covenants under this Agreement. PR Newswire reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with PR Newswire's defense of such claim.
6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL PR NEWSWIRE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF SERVICES, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE SERVICE RELATED TO COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL PR NEWSWIRE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE SERVICE, EVEN IF PR NEWSWIRE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT APPLICABLE FOR ANY REASON, THE LIABILITY OF PR NEWSWIRE, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7. TERMINATION. Unless otherwise agreed to by PR Newswire, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Service and the Content from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by PR Newswire, PR Newswire may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Service at any time without liability. You agree to destroy or return to PR Newswire all copies of the Service and all proprietary information promptly upon learning of such termination. Sections 2 through 8 shall survive termination of this Agreement.
8. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior and contemporaneous agreements and understandings between them, whether written or oral. This Agreement shall be governed and construed in accordance with the laws of the State of New York. Any dispute arising under or related in any way to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of New York. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Neither party shall be liable for any delay or non-performance arising from any cause beyond its reasonable control, including, without limitation, acts of God, governmental acts, war, fire, terrorism, civil commotion or industrial disputes. You may not assign this Agreement without PR Newswire's prior written consent; any assignment by you without such consent shall be null and void. You shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of your obligations under this Agreement. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions. Nothing in this Agreement will be deemed to limit or restrict PR Newswire from entering into agreements with any other person covering services similar to your Site or from offering such similar services itself. The parties hereto are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.