BY ACCESSING OR DOWNLOADING ANY OF THE SYNDICATED CONTENT (“CONTENT”) PROVIDED BY BOSTON MUSIC AWARDS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR USE OF THE BOSTON MUSIC AWARDS SYNDICATION SERVICE (“SERVICE”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR DOWNLOAD THE CONTENT. TERMS MAY BE SUBJECT TO CHANGE AT ANY TIME AND AT THE SOLE DISCRETION OF BOSTON MUSIC AWARDS. CONTINUED USE OF THE CONTENT OR SERVICE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by Boston Music Awards, Boston Music Awards hereby grants you a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your website (“Site”) ALL MATERIAL(s) (“Content”) that you receive from Boston Music Awards provided that you do not alter, edit, or delete any of the Content. Boston Music Awards may restrict, suspend or terminate your access to any aspect or all of the Content at any time without liability. Boston Music Awards reserves the right to modify the Service at any time within Boston Music Awards’ sole discretion. You acknowledge that Content availability is subject to change at Boston Music Awards’ sole discretion.
2. RESERVATION OF RIGHTS. The Content 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 Content and Service, and any copies or portions thereof, shall remain in Boston Music Awards. Boston Music Awards shall retain all rights to the Content not expressly granted to you under Section 1 of this Agreement. You agree not to do anything contesting or impairing the rights of Boston Music Awards in and to any of the Content.
3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless otherwise consented to by Boston Music Awards, you may not, directly or indirectly:
- (i) sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Content or any portion thereof; or delete or fail to display any promotional taglines included in the Content;
- (ii) rent, lease, or otherwise transfer rights to the Content;
- (iii) display the name, logo, trademark or other identifier of another person 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 Content on the Site;
- (iv) remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or date-line on other mark or source identifier included on Content or in the Services;
- (v) encumber or suffer to exist any lien or security interest on the subject matter of this Agreement;
- (vi) make any representation or warranty on behalf of Boston Music Awards; or
- (vii) use Content or Services on any Site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18, provides material that is grossly offensive to the online community, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity, promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or use the Content or Services in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by Boston Music Awards, you will:
- (i) not modify or edit any of the Content without Boston Music Awards’ prior written consent;
- (ii) ensure that the fundamental meaning of the Content is not changed or distorted;
- (iii) comply with all applicable laws and all limitations and restrictions (if any) placed by Boston Music Awards on the use, display or distribution of any Content (“Usage Restrictions”).
YOU ACKNOWLEDGE THAT THE SERVICE MUST LINK AND REDIRECT TO THE APPROPRIATE BOSTON MUSIC AWARDS WEB PAGE WHEN A USER CLICKS ON THE CONTENT (E.G. A HEADLINE OR NEWS TITLE). You shall not display Content in such a manner that does not allow for successful linking and redirection to, and delivery of, Boston Music Awards’s web page, nor may you frame any Boston Music Awards web page. You must always stipulate that the Content is supplied by Boston Music Awards and is protected by copyright and owned by Boston Music Awards and/or other third party content providers. Boston Music Awards assumes no liability for your activity in connection with the Services and the Content or for the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement. You will not 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 Services. If you use, or attempt to use, any Service or Content beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by Boston Music Awards, or attempt to tamper, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service or the Content, then, in addition to termination of this Agreement, you shall be subject to appropriate legal and equitable action.
4. DISCLAIMER OF WARRANTIES. You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. Boston Music Awards expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Boston Music Awards makes no warranty that:
- (i) the Service will meet your requirements,
- (ii) the Service will be uninterrupted, timely, secure, or error-free,
- (iii) the results that may be obtained from the use of the Service will be accurate or reliable,
- (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and
- (v) any errors in the software will be corrected.
Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk, and you will be solely responsible for any potential damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Boston Music Awards, or through or from the Service will create any warranty not expressly stated in the Agreement. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. To the extent that any part of this section is not consistent with any other part of this Agreement, then this Disclaimer of Warranties will override it.
5. TERMINATION. The term of this Agreement will begin when you first access or download the Content and will continue until terminated in accordance with this Section. Unless otherwise agreed to by Boston Music Awards, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Content from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by Boston Music Awards, Boston Music Awards may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Content or Service at any time without liability. You agree to destroy or return to Boston Music Awards all copies of the Content and all Proprietary Information promptly upon learning of such Termination.
6. LIMITATION OF LIABILITY. You agree that Boston Music Awards will not be liable to you for any harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Boston Music Awards have been advised of the possibility of such damages), resulting from:
- (i) the use or the inability to use the Service;
- (ii) the cost of getting substitute goods and services resulting from any products, data, information or services purchased or obtained; or
- (iii) any other matter relating to the service.
7. INDEMNIFICATION. You agree to protect and fully compensate Boston Music Awards from any and all third-party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) arising from your use of the Services, your violation of the Agreement or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.
8. MISCELLANEOUS. This Agreement is governed by the laws of the State of Massachusetts, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the jurisdiction of and venue in the federal and state courts located in Boston, Massachusetts, U.S.A. in all disputes arising out of or relating to the Service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates). Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section. You shall not use the Service in any manner contrary to local, state or federal law. Boston Music Awards expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your Service immediately upon notice for your failure to comply with any such local, state or federal law. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. This Agreement constitutes the entire agreement between you and Boston Music Awards with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Boston Music Awards with respect to the Service. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.