WXPN The Key
Effective Date: August 26, 2010
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TABLE OF CONTENTS
- Eligibility and Acceptance of Terms and Conditions
- Changes to this Agreement
- Copyright, Trademark, Proprietary Rights and User License
- Additional License Rights for Project Partners
- User Conduct and User Generated Content
- Copyright Infringement Notification Process
- User Account and Registration or Entry Process
- Third Party Content and Hyperlinks to Third Party Websites
- Modification, Suspension or Discontinuance of Site
- Security of the Site
- Indemnification and Limitation of Liability
- Disclaimer of Warranties
- User Termination
- Legal Venue, General and Contact Information
1. ELIGIBILITY AND ACCEPTANCE OF TERMS AND CONDITIONS
If you do not accept and agree to all of the terms in this Agreement, please do not use this Site.
The words “use” or “using” in this Agreement mean any time an individual or entity (individually or collectively, a “user”), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever. The terms “you,” “your” and “user” as used in this Agreement refer to all individuals or entities accessing this Site for any purpose whatsoever, including Project Partners and any federal government entity or official.
2. CHANGES TO THIS AGREEMENT
We may revise this Agreement at any time without advance notice to you. We will post a notice on the homepage of this Site notifying all users of Content changes to this Agreement. Such changes are effective to you as a user of this Site immediately upon posting. If you do not agree to the changes, your only recourse is to cease using the Site and terminate your user account. Your continued use of this Site upon posting of any changes will indicate that you have affirmatively agreed to any such changes. You should visit this Site periodically to review the Agreement, because it is binding on you.
3. COPYRIGHT, TRADEMARK, PROPRIETARY RIGHTS AND USER LICENSE
The contents of this Site, excluding User Generated Content (as defined below in Section 7) but including any Artist Works and Appearances (as defined below in Section 4), any programs (including but not limited to “World Café with David Dye” and “The NewsHour”) delivered or transmitted by WXPN or its licensees and affiliates via broadcast, cable, satellite, video, and/or electronic or digital media (“Programming”), and all software, design, logos, radio station call signs, domain names, graphics, artwork, images, photographs, audio clips, video clips, blogs, music and other content, including the selection and arrangements thereof, copyrights, trademarks, service marks and trade names (collectively, the “Content”), are owned and/or under the control of WXPN; the University; Project Partners; and/or the Site’s design, hosting, and other third party vendors (collectively “operational service providers”). The Content is protected, without limitation, pursuant to United States and foreign copyright, trademark and other applicable laws and treaties. Unauthorized use of the Content may violate such laws and treaties.
You understand, acknowledge, and agree that the Site hereby grants you, subject to your compliance with all the other terms and limitations in this Agreement, a limited personal, non-exclusive, noncommercial, non-assignable and non-transferable license that authorizes you to use and display the Content, provided that you retain all copyright, trademark and other proprietary notices contained in the original Content on any copy you may make of the Content. You further agree that you will not, in whole or in part, sell, lease, rent, exchange, reproduce, archive, modify, compile, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, link or circulate to any third party or on any third party website, or otherwise use the Content in any way for any public or commercial purpose without the express written approval of Owner/Operator.
Accessing, viewing, or downloading the Contents may not be lawful by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. You also understand, acknowledge and agree that downloading of any object code or software by website users in restricted countries is prohibited.
Notwithstanding any statement to the contrary in this Agreement, you will not use or attempt to use, and shall cause each other party under your control not to use or attempt to use, any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, avatars or intelligent agents) to navigate or search the Site other than (a) the search engine and search agents available from the Site and (b) generally available third party web browsers (e.g., Netscape Navigator or Microsoft Internet Explorer).
Except as otherwise expressly provided herein, the use of or link to the Content on any other website or in a networked computer environment for any purpose is strictly prohibited.
4. ADDITIONAL LICENSE RIGHTS FOR PROJECT PARTNERS
Authorized Project Partners are the only users that are granted extensive promotional access to, use of, and performance or display of, the Content on this Site through their own websites and programming efforts under this Agreement. The license rights granted in this Section 4 to authorized Project Partners are in addition to the general user license granted above in Section 3.
Individuals or groups (individually or collectively, the “Artist”) that contribute any non-dramatic musical composition, lyrics, and/or personal commentary that may accompany a musical composition and/or lyrics that are fixed in any tangible medium including but not limited to audio and/or video recording, film, podcast, CD, DVD, MP3, or hard paper copy and have been submitted to WXPN for the purpose of distribution and/or performance as part of The Key are collectively referred herein as “Artist Works”. A distribution, or live or recorded performance, of Artist Works (including but not limited to interviews with an Artist or the Artist’s family or colleagues, archival footage of an Artist’s background and career, or other related Content) on the Site or by radio, television, other video, cable, satellite, and electronic or digital transmission, including wireless, mobile media services, and the Internet (including but not limited to downloads, on-demand, and interactive uses), and in or by any other media now known or hereafter discovered, are individually or collectively referred to in this Agreement as an “Appearance.” For purposes of this Section 4 only, specific Content is classified separately as “Artist Works and Appearances” and as “Non-Music Content” – the latter term defined as Content excluding Artist Works and Appearances. WXPN blogs are classified as Non-music Content even if a blog contains or features Artist Works and/or Appearances. Each form of Content has different terms and limitations for use by Project Partners, as described in this Section 4.
Artist Works and/or Appearances are licensed to WXPN, its licensees and affiliates, this Site, and Project Partners under the following terms and limitations:
- WXPN, its licensees and affiliates, and Project Partners have a non-exclusive, irrevocable, worldwide, and perpetual license to publicly distribute and publicly perform (whether live or on a delayed basis) all or any portion of the Appearance, and to use, reproduce, archive, store, compile, digitize, duplicate, record, communicate, distribute, and/or transmit and retransmit all or any portion of an Appearance via radio, television, other video, cable, satellite, and electronic or digital transmission, including wireless, mobile media services, and the Internet (including but not limited to downloads, on-demand, social networking and other interactive uses), and in or by any other media now known or hereafter discovered. Project Partners do not have a right to create derivative works from Artist Works or Appearances under any circumstances.
- WXPN and its licensees and affiliates may, but are not obligated to, incorporate all or any part of an Artist Works or an Appearance on the Site or within the Programming, and the resulting Programming is owned exclusively by WXPN and its licensees and affiliates.
- WXPN claims no copyright ownership in the “master recordings” (as that term is generally understood in the music industry, i.e., the sound recordings created by the Artist’s rendering of the musical compositions) that may be created through an Appearance or in the musical compositions incorporated therein. Copyright in all other aspects of an Appearance vests in WXPN upon fixation of the Appearance in a tangible medium.
- Except for any current or future statutory royalty payments under any ASCAP, BMI, SESAC or SoundExchange agreement, owners of Artist Works shall have no right to receive or demand from WXPN or its licensees and affiliates or from any Project Partner any monetary payment or other compensation in connection with the inclusion of all or any part of an Appearance in Programming on the Site or any other use of an Appearance in accordance with the license between Artist and WXPN.
- WXPN and its licensees and affiliates, Owner/Operator, and Project Partners may use all or any part of an Appearance and the name, voice, likeness and/or biographic information provided by or concerning the Artist in connection with the Programming, and any related promotional activities, without further compensation of any nature.
- Appearances may be archived and made publicly accessible on a non-commercial basis by Project Partners and/or by federal government entities indefinitely, without further compensation of any nature payable to the Artist or any third party.
- Each Artist will indemnify WXPN and its licensees and affiliates, Project Partners, and their respective employees, owners, officers, members of their respective board of trustees/directors, shareholders, agents and representatives from and against all liabilities, claims, actions, damages and costs (including reasonable legal fees) threatened or suffered by any of them arising from or in connection with the use of such Artist’s Artist Works or Appearance by WXPN, its licensees and affiliates, or by a Project Partner, on this Site or in Programming in connection with the or from any breach or misrepresentation of the Artist’s representations and warranties in the agreement between Artist and WXPN.
Non-Music Content is licensed to WXPN, its affiliates and licensees, and Project Partners under the following terms and limitations:
- WXPN, its licensees and affiliates, and Project Partners have a non-exclusive, irrevocable, worldwide, and perpetual license to use, reproduce, archive, store, compile, digitize, duplicate, record, communicate, perform, distribute, transmit and retransmit, promote, and create derivative works of the Non-Music Content (except with respect to any Artist Works and/or Appearance contained in the Non-Music Content) by way of terrestrial noncommercial radio and television broadcast systems and stations and through the World Wide Web.
5. USER CONDUCT AND USER GENERATED CONTENT
As an entertainment service to all Site users, this Site may provide message boards, chat rooms, blogs, and other public forums (collectively “Public Areas”) that enable users to interact with any other user, WXPN employees or talent, and to share commentary on a variety of subjects related to The Key. You may be able to submit, post and/or exchange information, data, text, software, music, photographs, graphics or artwork, video, audio, messages or other Contents (collectively “User Generated Content”), whether publicly posted or privately transmitted. You understand, acknowledge, and agree that such User Generated Content is the sole responsibility of the person originating such User Generated Content; as a result, you – and not this Site – are solely and entirely responsible for the consequences of all User Generated Content that you upload, post, email, transmit or otherwise make available via the Site.
You will still own your User Generated Content (assuming that you have the rights to own such content in the first place) but by using this Site, you grant the Site, WXPN and its licensees and affiliates, the Owner/Operator, Project Partners, the Site’s sponsors, and the Site’s operational service providers the right to use your User Generated Content in any manner and without any monetary or other form of compensation to you.
Specifically, you grant a royalty-free, worldwide, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, retransmit, translate, create derivative works from, distribute, communicate to the public, publicly perform or display User Generated Content (in whole or in part), and/or to incorporate User Generated Content in other works in any form, media, or technology now known or later developed, for so long as any rights exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license set forth in this Agreement. You also permit any other user to access, display, view, store, and reproduce such content for such user’s personal or commercial use.
The Site does not represent or guarantee the truthfulness, accuracy, timeliness or reliability of User Generated Content and does not endorse any opinions which may be expressed by any user. You acknowledge and agree that any reliance on User Generated Content originated or posted by other users will be at your own risk. You acknowledge that we and/or our designees or operational service providers may or may not regularly review, screen, or monitor the Site’s User Generated Content, but we have the right (without any obligation), in our sole discretion, to remove, block, edit, move, or refuse any User Generated Content for any reason, including without limitation that such User Generated Content violates this Agreement or is otherwise objectionable.
6. COPYRIGHT INFRINGEMENT NOTIFICATION PROCESS
We prohibit the posting of any information that violates or infringes the copyright rights of any person or entity. If you believe that your work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you must provide our Digital Millennium Copyright Act (“DMCA”) Copyright Agent with a written notification. Please see the University’s website, for specific instructions and information.
7. USER ACCOUNT AND REGISTRATION OR ENTRY PROCESS
To participate in certain Site activities, users may be required to complete a registration or entry process (such as for contests, sweepstakes, or other activities) and may receive/select a “user name” and/or password. You understand, acknowledge, and agree that you are responsible for maintaining the confidentiality of your personally identifiable information that you choose to provide (“Personal Information”), as well as your user name and/or password. You will be fully responsible for all uses of your registration or entry and for any activity that occurs under your user name, password and/or account, whether or not authorized by you. You further agree to immediately notify the Site of any unauthorized use of your user name, password and/or account.
Email is an important communications channel for WXPN and the Site. We will use your email address and the content of any email for administrative purposes, to send information that you may request, and to send updates regarding WXPN and the Site.
Any content you provide to the Site by email, including, but not limited to, personal information, feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, shall be deemed to be non-confidential and we assume no obligation to protect such information from disclosure. You understand, acknowledge, and agree that your submission of any content shall in no way prevent the purchase, manufacture, creation, or use of similar products, services, plans and ideas by this Site, WXPN and its licensees and affiliates, the Owner/Operator, and/or the Project Partners for any purpose whatever, and such parties shall be free to reproduce, use, disclose and distribute such content without restriction.
You understand, acknowledge, and agree that you are prohibited from use of the Site for any of the purposes below:
(1) Posting a profile via the Public Area for anything other than to participate in online discussions or WXPN and Site-related activities.
(2) Sending a message to a user for any reason other than to participate in online discussions, WXPN and Site-related activities, or to communicate regarding WXPN and Site-related matters.
(3) Deleting or revising any content or Content posted by any other person or entity.
(4) Forging any TCP/IP packet header or any part of the header information in any email, blog or newsgroup posting for any reason.
9. THIRD PARTY CONTENT AND HYPERLINKS TO THIRD PARTY WEBSITES
This Site may provide content from third parties and/or WXPN’s licensees and affiliates, Project Partners and/or corporate sponsors, or links to third party websites and other resources that could be of interest to our users, including the websites of our licensees and affiliates, Project Partners and corporate sponsors. You understand, acknowledge, and agree that such third party content and links are not an endorsement of the goods, services or messages conveyed in the content or the business practices (including the privacy policies) of such third party content providers. These third party websites may have different privacy policies and business practices than we do. Therefore, we do not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality or completeness of the content or activities conducted on such websites. You further agree that the Site, WXPN and its licensees and affiliates, the Owner/Operator, Project Partners, corporate sponsors and each of their respective officers, directors/members of the board of trustees, shareholders, employees, representatives, agents, and operational service providers will not, under any circumstances, be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, your use of or reliance on the content, advertising, or business practices of linked third party sites. If you decide to access and use linked third party websites, you understand, acknowledge, and agree that you do so at your own risk.
By submitting content to the Site, you understand, acknowledge and agree that your content will be considered public and will not be subject to the privacy protections generally afforded your Personal Information.
11. MODIFICATION, SUSPENSION OR DISCONTINUANCE OF SITE
The Site reserves the right, at its sole discretion and at any time, to modify or discontinue any service or activity (or any part thereof) offered on the Site, on a temporary or permanent basis, with or without notice. You understand, acknowledge and agree that the Site will not be liable to you or to any third party for any such modification, suspension or discontinuance of the service or activity offered by the Site.
12. SECURITY OF THE SITE
The Site’s activities are to be accessed only by registered users of the Site which should have only one unique user name with one unique password. If you are found to share passwords with any non-registered user(s), we reserve the right to terminate your user account immediately without notice.
As a user of this Site, the following actions are also prohibited:
(1) Accessing data not intended for such user or logging into a server or account in which the user is not authorized to access.
(2) Attempting to probe, scan or test the vulnerability of the system or network or to breach the security or authentication measures of the Site without proper authorization.
(3) Forging any headers or otherwise manipulation of Site identifiers in order to disguise the origin of transmission through the Site.
(4) Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing,” “spimming,” “phishing,” or “crashing” the Site or the server of any user.
(5) Sending unsolicited commercial email individually or in bulk (also called “spam”), which promotes or advertises the Site, WXPN and its licensees and affiliates, Project Partners, or any related program, product, or service.
(6) Harvesting email addresses off this Site through an automated process.
(7) Bypassing this Site’s homepage via deep-linking or any other means, or framing this Site, or any webpage or Content on the Site without the express written permission from WXPN or the Owner/Operator. Users are also prohibited from hyperlinking to this Site or any webpage in an email sent for commercial purposes, without the express written permission of WXPN or Owner/Operator.
(8) Attempting to gain unauthorized access to the Site’s features or activities, interfering with or manipulating in any manner the entry or registration process for contests, sweepstakes, surveys, opinion polls, chat rooms, message or bulletin boards, or any other interactive features and activities on this Site.
(9) Falsifying identification or impersonating any person or entity, including, but not limited to, a Site or WXPN personnel, chat room, blog or public forum leader, host, or guide, when accessing or participating in such features and activities.
(10) Setting up fake sites or other dummy sites that appear to be the Site, mirroring the Site’s contents, or otherwise copying any part of the Site Content and/or layout.
Violations of the Site’s system or network security may result in civil or criminal liability. We will investigate possible violations of system or network security and may involve, and cooperate with a user’s employer, Internet Service Provider, and/or law enforcement authorities in investigating and/or prosecuting users who are involved in such violations. We will also terminate the user account of any person that the Site believes, in its sole judgment, to have violated its security provisions or this Agreement.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY
You understand, acknowledge, and agree to defend, indemnify, and hold harmless WXPN and its licensees and affiliates, the Owner/Operator, all Project Partners, corporate sponsors, the Site’s operational service providers, and each of their respective officers, directors/members of their board of trustees, shareholders, employees, representatives and agents, or others involved in creating, promoting, distributing, or otherwise making available this Site from and against any claims, actions, costs, expenses, or demands, including, without limitation, reasonable legal and accounting fees, resulting from any content you submit, post to or transmit through this Site, your use of the Site in violation of this Agreement, your violation of any rights of another, or otherwise arising out of your use of this Site in any manner. We reserve the right to take exclusive control and defense of any such claim subject to indemnification by you, in which event you will cooperate fully with this Site in asserting any available defenses.
The Site and its Content may contain technical inaccuracies, typographical errors, and out of date information. We make no representations about the accuracy, reliability, completeness, or timeliness of the Site or the Content, and we make no warranty that the Site will meet your requirements. You understand, acknowledge, and agree that the use of the Site and the Content is at your own risk. We reserve the right to make changes to the Site and Content at any time.
IN NO EVENT SHALL THE SITE, WXPN AND ITS LICENSEES AND AFFILIATES, THE OWNER/OPERATOR, ANY PROJECT PARTNER, OPERATIONAL SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS/MEMBERS OF THEIR BOARD OF TRUSTEES, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES AND AGENTS, ASSUME OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY CLAIMS, DAMAGES OR LOSSES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST SAVINGS, LOSS OF GOOD WILL, OR YOUR USE OR YOUR INABILITY TO USE THE SITE, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THIS SITE, OR THE USE AND/OR APPEARANCE OF THE CONTENT ON THIS SITE, ACCESS TO ANY HYPERLINK ON THIS SITE, UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, OR ANY OTHER INTANGIBLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. DISCLAIMER OF WARRANTIES
WE DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVER OR SOFTWARE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOUR USE OF THE SITE IS UNDERTAKEN SOLELY AT YOUR DISCRETION AND OWN RISK. IF YOUR USE OF THE SITE, SOFTWARE, OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING ANY EQUIPMENT OR DATA, YOU UNDERSTAND ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR SUCH COSTS.
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OR EXCLUSION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, DESIGN, TEXT, VIDEO CLIPS, AUDIO CLIPS, GRAPHICS AND ARTWORK, IMAGES, PHOTOGRAPHS, OTHER CONTENT, LINKS AND OTHER DATA.
SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME OF THE DISCLAIMERS IN THIS AGREEMENT MAY NOT APPLY TO YOU BY OPERATION OF LAW.
15. USER TERMINATION
We reserve the right, at our sole discretion, to terminate your user account at any time, delete any or all of your User Generated Content, or block access to the Site and/or any other service provided to you. We also reserve the right to take such actions, with or without notice, for any reason or for no reason, and without any liability to any account holder or user.
16. LEGAL VENUE, GENERAL AND CONTACT INFORMATION
Except for matters related to copyright, trademark or patent, which shall be governed by U.S. federal and/or state law, this Agreement is governed by the internal substantive laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws provisions. You hereby irrevocably agree to submit to the exclusive personal jurisdiction of, and exclusive venue in, the federal and state courts located in Philadelphia County, Pennsylvania, for any cause of action arising out of this Agreement or arising out of, related to, or in connection with the Site.
You also understand, acknowledge and agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If any provision of this Agreement, or the application thereof to any person or circumstances, is found to be invalid or for any reason, unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity and application of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in this Agreement or Content on particular Site pages, this Agreement constitutes the entire agreement between you and WXPN and the Owner/Operator with respect to the use of Site.
No changes to this Agreement shall be made except by a revised posting on this Site and no advice or other information provided by the Site or its representatives to any user in any manner which is not posted on the Site will constitute any amendment of, waiver or change to this Agreement, unless such an amendment, waiver or change is in writing from an authorized officer or representative of WXPN or the Owner/Operator.
The section titles in this Agreement are for your convenience only and do not have any legal or contractual effect.
3025 Walnut Street
Philadelphia, PA 19104
ATTN: The Key Website Administrator
Copyright © 2010, Trustees of the University of Pennsylvania - All Rights Reserved
3451 Walnut Street, Philadelphia, PA 19104 · 215-898-5000.