BY DOWNLOADING A RSS FEED (THE "SERVICE") FROM NYTIMES.COM, 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.
NYTIMES.COM ("NYTimes.com", "we" or "our")
may modify any of the terms and conditions contained in this agreement,
at any time and in our sole discretion, by posting a change notice or a
new agreement on our site. Your continued use of the service following our
posting of a change notice or new agreement on our site will constitute
binding acceptance of the change.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented
to by NYTIMES.COM, NYTIMES.COM hereby grants you, during the Term, a revocable,
nontransferable, nonsublicensable, royalty-free, nonexclusive 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 that you specifically select to receive from NYTIMES.COM
(collectively, the “Content”) through the Service provided that
you do not altear, edit, or delete any of the Service. NYTIMES.COM may restrict,
suspend or terminate your access to any aspect or all of the Service at
any time without liability. NYTIMES.COM reserves the right to modify the
Service at any time within NYTIMES.COM's sole discretion. You acknowledge
that the Service availability is subject to change at NYTIMES.COM's sole
discretion.
2. 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 any copies or portions thereof, shall remain in NYTIMES.COM.
In addition, any additional programming or technology provided by NYTIMES.COM
in connection with the delivery of the Service or otherwise shall remain
the sole property of NYTIMES.COM and no part thereof shall be deemed assigned
or licensed to you. NYTIMES.COM shall retain all rights to the Service not
expressly granted to you under Section 1 of this Agreement.
3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless
otherwise consented to by NYTIMES.COM, you may not, directly or indirectly:
(a) sell, modify, translate, copy, publish, transmit, distribute or otherwise
disseminate the Service or any portion thereof; or delete or fail to display
any promotional taglines included in the Service; (b) rent, lease, or otherwise
transfer rights to the Service; (c) display the name, logo, trademark or
other identifier of another person (except for NYTIMES.COM 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 on the Site; (d) 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 the Service,
including without limitation, the size, color, location or style of NYTIMES.COM's
marks; (e) encumber or suffer to exist any lien or security interest on
the subject matter of this Agreement; (f) make any representation or warranty
on behalf of NYTIMES.COM; or (g) use the Service on any 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 in any manner that is obscene, defamatory,
libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by NYTIMES.COM, you will: (i) display the Service
on your Site in the exact form received by you, and not modify or edit any
of the foregoing without NYTIMES.COM's prior written consent; (ii) ensure
that the fundamental meaning of the Service is not changed or distorted;
(iii) comply with all applicable laws and all limitations and restrictions
(if any) placed by NYTIMES.COM on the use, display or distribution of any
Service ("Usage Restrictions"); (iv) give NYTIMES.COM complete
and accurate registration information when requested to do so; and (v) not
archive any of the Service for access by users at any future date after
the Service has been removed from your Web site. You acknowledge that the
service must link and redirect to the appropriate NYTIMES.COM Web page when
a user clicks on the Service (e.g. a headline). You shall not display the
Service in such a manner that does not allow for successful linking and
redirection to, and delivery of, NYTIMES.COM's Web page, nor may you frame
any NYTIMES.COM Web page. You must always stipulate that the Service is
supplied by NYTimes.com and is protected by copyright and owned by The New
York Times Company.
NYTIMES.COM assumes no liability for your activity in
connection with the Services and the Service or for the development, operation,
and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal
activity will 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 beyond the scope of the license granted in this Agreement,
or beyond the scope expressly granted by NYTIMES.COM, 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, then, in addition to termination of this Agreement, you may
be subject to appropriate legal and equitable action.
4. WARRANTY DISCLAIMER. You represent and warrant to NYTIMES.COM that your
Mark(s) and/or content on your Web 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).
NYTIMES.COM represents and warrants that NYTIMES.COM either is the sole
owner of all U.S. trademark, copyright, patent rights and service marks
in and to the NYTIMES.COM Service provided to you for display within your
Web site or that NYTIMES.COM has sufficient license rights to distribute
said NYTIMES.COM Service in the manner contemplated by this Agreement. NYTIMES.COM
shall not be liable for any claims or actions arising from any Content included
in the Service that has been edited by you in any way. In addition, NYTIMES.COM
makes no representations concerning anyinterruption in Service. NYTIMES.COM
PROVIDES THE SERVICE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE"
BASIS WITHOUT WARRANTY OF ANY KIND, AND NYTIMES.COM HEREBY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, COURSE OF DEALING OR USAGE
OF TRADE, ACCURACY OR RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES
AN ESSENTIAL PART OF THIS AGREEMENT.
5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL NYTIMES.COM 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 NON-PAYMENT OF LICENSE FEES, COST OF PROCUREMENT
OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.
IN NO EVENT WILL NYTIMES.COM BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE
FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE SERVICE, EVEN IF NYTIMES.COM
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 THE PROVIDERS, THIRD PARTY
CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.
6. INDEMNITY. You hereby agree to fully indemnify, defend and hold NYTIMES.COM
and its parent and affiliates and their respective officers, directors,
employees and licensors (collectively, the "Provider Parties")
harmless from and against any and all claims, liability, losses, costs and
expenses (including attorneys' fees) incurred by you in connection with:
(i) any use or alleged use of the Service through your account by any person,
whether or not authorized by you; or (ii) the operation and content on your
Site or (iii) any breach of your representations and warranties and other
covenants under this Agreement.NYTIMES.COM 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 NYTIMES.COM's defense of such claim.
7. TERMINATION. Unless otherwise agreed to by NYTIMES.COM, you may terminate
this Agreement and the license granted herein at any time by destroying
or removing all copies of the Service from your Site, all hard drives, networks,
and other storage media. Unless otherwise agreed to by NYTIMES.COM, NYTIMES.COM
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 NYTIMES.COM 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. If any
provision of this Agreement is held to be unenforceable for any reason,
such provision shall be reformed only to the extent necessary to make it
enforceable. This Agreement shall be governed by and construed under the
internal laws and jurisdiction of the State of New York, without regard
to its conflict of laws principles. Any action to enforce this agreement
shall be brought in the federal or state courts located in New York, New
York. You may not assign this Agreement without NYTIMES.COM'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 its obligations under
this Agreement. Neither party will be liable for any failure to perform
any obligation (other than payment obligations) hereunder, or from any delay
in the performance thereof, due to causes beyond its control, including
industrial disputes of whatever nature, acts of God, public enemy, acts
of government, failure of telecommunications, fire or other casualty.
NYTIMES.COM 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. You certify you are legally permitted to use the Services and access
the Service, and if you are an individual, you are over 18 years of age.
You take full responsibility for the selection and use of the Services and
access of the content. 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 NYTIMES.COM 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. You have no authority to make or accept any offers
or representations on our behalf and you shall not make any statement, on
your site or otherwise, that conflicts with this Agreement.
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