This Agreement describes the relationship between the Pacifica Foundation (“Pacifica ”) and a Pacifica Affiliate (“Affiliate” or “you”) who wishes to participate in the Pacifica AudioPort program (“Pacifica AudioPort”).
The Pacifica Affiliation Agreement provides that Pacifica will offer Affiliates certain Pacifica Affiliated Services, including “An archive of audio programs that Affiliate may download for broadcast.” This Agreement implements that provision of the Pacifica Affiliation Agreement by setting forth the terms and conditions upon which an Affiliate may upload audio programs to the Pacifica Program Warehouse (now called Pacifica AudioPort) and download archived Programs for broadcast on an Affiliate broadcast station or for streaming on the Internet.
By clicking on the "I AGREE" button, you will become a party to, and will be bound by this Agreement and any Policies to which it refers. Pacifica may modify this Agreement from time to time as provided in Section 3.14 below. A link to the current Agreement and Policies is available on the Pacifica website, www.pacifica.org (the “Pacifica Site”).
This Agreement addresses two (2) different categories of service available on the Pacifica Site (each a "Service.")
Through the Uploading Service, you supply audio and other content to Pacifica and allow Pacifica to include your materials in the Pacifica AudioPort. Through the Downloading Service, a Pacifica Affiliate can download Programs for broadcast on a station licensed to Affiliates or for streaming on Affiliate’s Internet site.
The legal terms which apply to the Uploading Service and Downloading Service are set forth in Sections I and II, respectively. Legal terms applicable to all Services are described in Section III.
Section I - Uploading Service
1.1. License for Content and Materials. By delivering Programs to Pacifica, you grant Pacifica a non-exclusive worldwide license to publicly perform, publicly display, broadcast, encode, reproduce, transmit, manufacture, distribute and synchronize the Programs. You further grant Pacifica and other Pacifica Affiliates a nonexclusive worldwide license to download, reproduce, use, and broadcast the Programs on terrestrial noncommercial radio stations and/or to stream the Programs on your Internet site.
1.2. Consideration. Pacifica AudioPort is offered by Pacifica as a service to its Affiliates. Pacifica pays no consideration to contributing Affiliates or their producers, other than the opportunity to archive Programs and distribute them to Pacifica stations and Affiliates.
1.3. Certification. By delivering any Program to Pacifica you certify
1.4. Termination of Uploading Service License. Subject to the provisions contained in Section III, "Term and Termination" below, you may terminate your license to Pacifica with respect to some or all of your Programs at any time by giving written notice to Pacifica. The termination will become effective within three (3) days after Pacifica’s receipt of the notice.
Section II - Downloading Service.
Section III - General Terms.
3.3. Registration Information. You agree to provide current, complete, and accurate information required to complete your registration with Pacifica (such information will be referred to as "Registration Data"). You further agree to maintain and update Registration Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use. If any information you provide is false, incomplete or inaccurate, Pacifica may terminate your rights to any or all of the Pacifica Service.
3.4. User Account, Password, and Security.
3.5. Licensed Materials. For the purpose of this Agreement, the term "Licensed Materials" means anything that you submit to Pacifica or post on the Site including, but not limited to Programs.
3.6. Site Access License. Pacifica grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal non-commercial use of the Pacifica Site. This license does not include any resale or commercial use of the Pacifica Site or its contents; any collection and use of any Program listings or descriptions; any derivative use of the Pacifica Site or its contents; any downloading or copying of account information for a commercial purpose; or any use of data mining, robots, or similar data gathering and extraction tools. The Pacifica Site and/or any portion of the Pacifica Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without Pacifica’s express written consent. Except as permitted by the Affiliation Agreement you shall not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Pacifica or its Affiliates without express written consent. You shall not use any Meta tags or any other "hidden text" utilizing Pacifica’s name or trademarks without its express written consent. Any unauthorized use automatically terminates this Agreement. You are granted a limited, revocable, non-exclusive, nontransferable right to create a hyperlink to the Pacifica home page so long as the link does not portray Pacifica, Pacifica’s content providers, Pacifica’s Affiliates or Pacifica’s products or services in a false, misleading, derogatory or otherwise offensive manner. You may not use any Pacifica logo or other proprietary graphic or trademark as part of the link without express written permission.
3.7. Intellectual Property.
3.8. Representations and Warranties. You represent and warrant that:
3.9. Indemnity. You agree to indemnify and hold harmless Pacifica, its Affiliates, subsidiaries, shareholders, officers and directors, agents, employees and partners, from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of your representations, warranties or obligations under this Agreement.
3.10. Term and Termination. Upon termination of this Agreement, all of Pacifica’s licensed rights terminate. Pacifica shall use commercially reasonable efforts to discontinue access to your Programs promptly upon termination. Pacifica may terminate this Agreement with respect to any Programs at any time by so notifying you. The Agreement will terminate upon your actual receipt of such notice or three (3) days after Pacifica sends a notice of termination to the email address you supply.
3.12. Disclaimer. THE SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR OTHERWISE. WITHOUT LIMITATION, PACIFICA DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICE. PACIFICA MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.
3.13. Waiver of Certain Damages. EXCEPT FOR DAMAGES RELATED TO A BREACH OF THE SECTION TITLED "REPRESENTATIONS AND WARRANTIES," NEITHER YOU NOR PACIFICA WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, STATUTORY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
3.14. Modification or Amendment of Agreement. Pacifica reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be sent to you or posted on the Pacifica website at least three (3) days prior to their effective date. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement with respect to any or all Programs, as provided above.
3.15. Miscellaneous. This Agreement sets forth the entire understanding
and agreement of the parties as to this Agreement's subject matter and
supersedes all prior proposals, discussions or agreements with respect
to such subject matter. You agree not to resell, assign, otherwise transfer,
or delegate your rights or obligations under the Agreement without Pacifica’s
prior express written authorization. Notices or communications under
this Agreement shall be sent by electronic mail or in writing and shall
be deemed delivered upon receipt to the party to whom such communication
is directed, at the following addresses:
the Pacifica AudioPort
© Copyright 2004 Pacifica Foundation