Brandpoint Content License Agreement and Terms of Use

This license agreement and terms of use ("Agreement") is between you (the person using this website and also including any business, organization, or other individual on whose behalf you are using this website) and ARAnet Inc. (dba Brandpoint) hereinafter referred to as BrandpointContent. You agree to this Agreement, including any updates or changes posted by BrandpointContent, by any of the following: (1) using this website, (2) the distribution and /or use of any BrandpointContent articles and photos ("Content") appearing on this website, or (3) clicking the “I Agree” box on the Sign-Up Form.   If you do not agree you must stop using this website immediately, however this Agreement will continue to apply as it relates to your prior use and any future actions relating to your prior use.  All terms which by their nature are intended to survive shall survive any termination of this Agreement.

a) The Content is available to you at no cost (it’s FREE) in consideration for the acceptance of the terms of this Agreement. Except that if you are a competitor (including owner, employee,officer,director,shareholder, or agent) of BrandpointContent, specifically including, but not limited to North American Precis Syndicate (NAPS), NewsUSA, StatePoint Media, Family Feature Editorial Syndicate (Family Features) then you agree to pay a fee of $7,000 for each time you access this website, and an additional $7,000 for each article you access. Nothing herein changes or modifies Prohibited Uses/Restrictions stated below.

You understand and agree that all Content belongs to BrandpointContent or its third party licensors / customers, and you may use the Content only as permitted by this Agreement and license.  The Content is protected by United States and foreign copyright laws. If you use the Content in a way that is not clearly allowed by this Agreement, you are violating your agreement with us and may be violating copyright, trademark, and other laws. In that case, we automatically revoke your license to use the Content and you must immediately destroy any copies you have made. All right, title, and interest in and to the Content remains with Brandpoint's clients or its third party licensors

b) BrandpointContent has the right to refuse service at any time, with or without notice and with or without case, to any print publication or Web site, including those featuring pornography or other adult-themed content, and racist or hate-related material. BrandpointContent shall not be liable for system breakdowns or Internet conditions due to Acts of God, terrorism, network interruption, or any condition beyond the control of BrandpointContent. In the event BrandpointContent declines to provide service, you agree that all licenses immediately terminate and you will promptly stop using, distributing, copying, and/or publishing any Content. 

c) Permitted Uses and Rights. You may:

(i) Use the feature articles and images on print publications or Web sites, including those featuring advertising, editorial content and consumer merchandise.

(ii) Publish the feature articles on a Web site(s), provided that you supply BrandpointContent with reporting metrics, including Page Views, if requested. BrandpointContent has the right to disallow the use of its content at any time to any Web site.

d) Prohibited Uses/Restrictions. You may not:

(i) Remove BrandpointContent attributions, symbols or author bylines.

(ii) Defame, distort or manipulate any Photo on the BrandpointContent Web site.

(iii) Post Photo(s) separately. Photo(s) must accompany the specific article with which they are distributed, and may not be used in any other capacity.

(iv) Change or distort any article in such a way that would change its intended meaning.

(v) Use the Content in any way that could be considered defamatory, libelous, pornographic, obscene, immoral or fraudulent.

(vi) Use the Content as part of a trademark, service mark, or logo.

(vii) Re-sell, distribute or sub-license the Content to any third party without acceptance by the third party of the terms of this License Agreement.

(viii) Use, copy, distribute, or modify the Content if you are a competitor to BrandpointContent.

(ix) Use the Content in a way that disparages or devalues BrandpointContent or its clients` business, reputation or goodwill.

(x) Modify BrandpointContent`s articles for the purposes of developing a CPC (cost-per-click) or CPA (cost-per-action) model.

(xi) Use the identity BrandpointContent’s customers appearing on this Website in order to solicit competing advertising business from such customers or to disparage BrandpointContent.

(xii) Attempt to interfere with the operation of this website or any linked website in any way.

(xiii) Provide any false information on the Sign-Up Form.

e) Indemnification:

You agree to indemnify and hold BrandpointContent Content as well as its vendors and clients, and all of their employees, officers, owners and agents, (collectively, the “Indemnified Parties”)  harmless against all claims or liability asserted against any Indemnified Party arising out of or in connection with any breach of any of the terms of this Agreement or your use of this Website or the Content.

f) BrandpointContent reserves the right to require that Web sites (and newspapers that have downloaded content from BrandpointContent but have not yet published the content) immediately remove and discontinue use of articles and photos in cases where BrandpointContent`s clients or photo vendors choose to withdraw their content from distribution.

g) By publishing photos from BrandpointContent, you acknowledge that all photos may be copyrighted by an approved photo vendor or client of BrandpointContent.

h) LIMITATION OF LIABILITY.  YOU AGREE THAT NEITHER BRANDPOINTCONTENT, NOR ANY PERSON OR COMPANY ASSOCIATED WITH BRANDPOINTCONTENT, INCLUDING CLIENTS, VENDORS, OR THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “COVERED ENTITIES”) SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT ON THIS WEBSITE. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS ALL LOSSES AND CLAIMS OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION.

THE TOTAL AGGREGATE LIABILITY OF COVERED ENTITIES FOR LOSSES, DAMAGES, OR CLAIMS OF ANY KIND SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $ 100.00 IN AGGREGATE. THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL THE COVERED ENTITIES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE WEB SITE OR MATERIALS ARE EXCLUDED EVEN IF THE COVERED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

i). NO WARRANTY.  ALL CONTENT ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BRANDPOINTCONTENT MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE CONTENT AVAILABLE ON THE WEBSITE OR LINKED TO BY THE WEBSITE IS AT YOUR SOLE RISK. BRANDPOINTCONTENT MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE OR FROM LINKED WEBSITES IS FREE OF VIRUSES OR SIMILAR DESTRUCTIVE PROGRAMS. SOME LINKS IN THE SITE MAY LET YOU LEAVE THE BRANDPOINTCONTENT SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF BRANDPOINTCONTENT AND BRANDPOINTCONTENT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY BRANDPOINTCONTENT OF THE LINKED SITE.YOU AGREE THAT BRANDPOINTCONTENT SHALL NOT BE LIABLE FOR ANY CLAIM OR DAMAGES RELATED TO ANY LOSS, DESTRUCTION, OR ALTERATION OF DATA RELATED TO YOUR USE OF THE WEBSITE. THE FOREGOING DISCLAIMER INCLUDES BUT IS NOT LIMITED TO RELIANCE BY YOU OR ANY THIRD PARTY ON ANY CONTENT OR INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE, OR ANY DAMAGE OR HARM RESULTING FROM ANY MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE WEBSITE, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE, OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS. SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE FOREGOING EXCLUSION OF CERTAIN WARRANTIES, AND THEREFORE SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

j) Username and Password.  In connection with completing the Sign-Up form, you may create a Username and a Password. You are responsible for keeping your Username and Password confidential and secure, and you are responsible for all actions taken using your Username and Password.

 To create an Account or to otherwise use this Website, you must be at least eighteen (18) years old.  You agree that we may communicate to you through any contact information provided by you.

k) Taxes.  You agree that you are responsible for any and all tax liability arising from or associated with your use of this Website and Content.

l)  Notice if infringement of your copyright.  If you believe that any material appearing on this website infringes a copyright owned by you (for example, an article written by you or a photo taken by you) please provide BrandpointContent with the information listed below.  Please note that this procedure is exclusively for notifying BrandpointContent that your copyrighted material has been infringed.

1.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2.  A description of the copyrighted work that you claim has been infringed, including any copyright registration number if applicable;

3.  A specific description of where the material that you claim is infringing is located on this site;

4.  Your address, telephone number, and e-mail address;

5.  A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6.  A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please send the above information to BrandpointContent’s Agent for Copyright matters:

ARANet, Inc.
Copyright Agent – Notice of Infringement
850 Fifth Street South
Hopkins, MN 55343
info@brandpoint.com

m)  General contact information.

ARAnet, Inc.
850 Fifth Street South
Hopkins, MN 55343
info@brandpoint.com

n)  Governing Law and Jurisdiction.   You agree that the only proper jurisdiction and venue for any dispute with BrandpointContent or in any way relating to your use of this Website or your relations with BrandpointContent is in the state and federal courts in the State of Minnesota, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving BrandpointContent. Any claims arising form or related to your use of this Website or relating to your relationship with BrandpointContent will be governed by the laws of the State of Minnesota, excluding the application of its conflicts of law rules. You agree that any cause of action arising out of or relating to this Agreement or your use of the Website will be commenced by you within one (1) year after such cause of action arose. Actions not commenced by you within one (1) year are permanently barred.  You agree that in the event you have or may have any alleged claim against BrandpointContent, you shall pursue such claim only in your individual capacity, and you shall not agree to join or be a part of any class action, consolidated action, or similar action. You also agree that your damages are limited as set forth elsewhere in this Agreement and that you are not eligible to receive, and shall not seek, attorney fees in relation to any claim you have or may have against BrandpointContent.

o)  Privacy.  We use and protect information as described in our Privacy Policy.

p)  General.  If any provision of this Agreement is held to be overbroad, invalid, or unenforceable, such provision shall be deemed amended to the minimum extent necessary to render such provision valid and enforceable. If any provision can not reasonably be deemed amended, then such provision shall be struck and the remaining provisions shall be enforced.  You may not sell, assign, or otherwise transfer any rights under this Agreement. BrandpointContent may assign or transfer its rights and obligations under this Agreement. Our failure to act with respect to any failure by you or others to comply with this Agreement does not waive our right to act with respect to subsequent or similar failures.

Last update:  9/28/2014.  * This Agreement is subject to change at any time. Check back periodically for updates which will be posted on this or a similar page of the website.

 

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