CHATSWORTH PRODUCTS, INC. SYNDICATION AGREEMENT
BEFORE YOU CLICK ON THE "ACCEPT" BUTTON, CAREFULLY READ
ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY CLICKING ON THE ACCEPT BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND
ARE BECOMING A PARTY TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE
"DO NOT ACCEPT" BUTTON AND DO NOT USE THIS PRODUCT.
This Syndication Agreement
is a legal agreement between you and Chatsworth Products, Inc., a California
This Agreement is used to set the terms and conditions of services
we provide to you. These services
include making available to you catalog materials licensed by Chatsworth
Products, Inc. for distribution and use by you in accordance with this Agreement.
In this Agreement, the term "Service" means the CPI Self
Service Syndication Service, "Content" means the Supplier content we
make available to you by use of the Service (and any modifications or subsets
you may make of it, as further detailed below); "Brands" means
trademarks, service marks, logos and other distinctive brand features;
"Software" means any software we provide to you in connection with
the Service, "Supplier" means a third party supplier of Content and
owners of Brands; and "Product" refers to the Service, Software,
Supplier Content and Supplier Brands collectively; "we" and
"us" refers to CPI and (as the context requires) any of its third
party suppliers; and "you" refers to the person or company utilizing
License. Subject to the
constraints below under "Ownership; Restrictions", upon receipt by
you of an account authorization notice or similar communication from us, we
grant you a personal, non-transferable and non-exclusive right and license to
use the Product as follows:
Place and Manner of Use.
You may use and display the Content on your intranet/internet/extranet
website or in printed material, including catalogs, marketing literature and
Distribution. You may
distribute the Content to your customers (which for this purpose may not
include resellers or distributors).
Further distribution of Content by you or your customers or others is
prohibited. "Distribution" includes
posting and uploading of Content.
Copying. You may copy the
Content solely to the extent necessary to accomplish the above permitted
distribution or for archiving and backup (non-production) purposes.
Modification. In connection
with the use authorized above, you may resize, reformat and excerpt the Content
in order to meet the size and technical limitations of the place and manner of
use you make of the Contact, and in connection therewith may present the full
Content or subsets of the Content as you require, but you may not otherwise
modify the Content. You may not post or
otherwise display any statement, image or material which misleads or deceives
customers or the public or is detrimental to the good name, trademarks,
goodwill or reputation of CPI, our Suppliers, or their Brands or products.
Updates. In order to
maintain high-quality and current Content for end users, you must update the
Content displayed and distributed by you hereunder to accurately reflect any
changes provided to you by us within two weeks of receipt of such updates.
Brands. You may display
the Brands of a Supplier in connection with your authorized use of the
Supplier's Content which contains or relates to the Brand. All use, reproduction and/or display of
Brands are in accordance with reasonable trademark guidelines and restrictions
specified by us (or the Supplier of such Brands) from time to time.
The Product contains proprietary and confidential information that is
protected by intellectual property laws and other laws. To the fullest extent permissible under
applicable law you may not (and may not allow any third party to) reverse
engineer, reverse assemble or otherwise attempt to discover any source code,
sell, assign, loan, grant a security interest in or otherwise transfer any
right in the Product. Except as
expressly specified above under "License", you may not (and you may
not allow any third party to) sublicense, copy, modify, or create a derivative
work of the Product. The rights we grant
to you in this Agreement with respect to Supplier Content and Supplier Brands
are limited to those rights we acquire from our Supplier under our agreements
with each Supplier. All rights and
benefits derived from use of Brands inures to the owner of such Brands.
Disclaimer; Limitation of Liability. We make no warranty as to the results to be
obtained from your use of the Product. The Product 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 title or
implied warranties of merchantability or fitness for a particular purpose. You
assume full responsibility and risk for use of the Product.
To the maximum extent permitted by law, under no circumstances and
under no legal theory, tort, contract, or otherwise, shall we be liable to you
or any other person for any money damages, whether direct, indirect, special,
incidental, cover, reliance or consequential damages, even if we shall have
been informed of the possibility of such damages, or for any claim by any other
party. If notwithstanding the foregoing,
we are found liable to you for damages from any cause whatsoever, and
regardless of the form of the action (whether in contract, tort (including
negligence), product liability or otherwise), our liability to you will be
limited to the greater of $1,000 or the amount you paid for the Product. Some jurisdictions do not allow the exclusion
or limitation of incidental or consequential damages, so this limitation and
exclusion may not apply to you.
Indemnity. You agree to
indemnify and hold us, and our subsidiaries, affiliates, officers, agents,
co-branders or other partners, and employees, harmless from any claim or
demand, including reasonable attorneys' fees, made by any third party due to or
arising out of your violation of the terms of this Agreement; or your use of
the Product, except solely when such liability occurs principally because of
our negligence or willful misconduct.
Amendment and Termination.
You may access the Product for the time period indicated in your account
authorization notice or similar communication from us. We may terminate your use of the Product at
the end of such time period. We may also
immediately terminate your use of the Product if you violate this
Agreement. In addition, we may at any
time modify or discontinue providing the Product. We may do any of these things with or without
prior notice. We will not be liable to
you or any third-party for any of these actions. We may revise the terms and conditions of
this Agreement at any time, effective immediately upon posting of the revised
Agreement on our web sites, or upon notification to you by e-mail or United
States mail. You agree to periodically review our web sites, including the
current version of this Agreement available on our web sites, to be aware of
any such revisions. If you do not agree with any revision to the Agreement, you
may terminate this Agreement at any time by providing us with notice by e-mail
or United States mail addressed as follows firstname.lastname@example.org or
Chatsworth Products, Inc., 31425 Agoura Rd., Westlake Village, CA 91361-4614,
Attention: Syndication Service. Your notice of termination will be effective on
receipt and processing by us, and in that case any fees paid by you are
nonrefundable, but you will not incur any additional fees. After any termination of this Agreement, the
provisions above under ""Ownership; Restrictions";
"Disclaimer; Limitation of Liability" and "Indemnity", as
in effect prior to termination, shall remain in effect indefinitely.
General Information. The
Agreement is the entire agreement between you and us and controls your use of
the Product, superseding any prior agreements between you and us (including,
but not limited to, any prior versions of this Agreement) relating to the use
of the Product by you; provided, this Agreement does not supersede any executed
agreement between you and us which (whether executed before or after acceptance
of this Agreement) specifically designates this Agreement as being overridden
by such executed agreement. Your rights
are personal, and any attempt to assign this agreement by you shall be void and
ineffective and a breach of this Agreement.
There is no restriction on our right to assign this Agreement. The Agreement and the relationship between
you and us are governed by the laws of the Commonwealth of California without
regard to its conflict of law provisions. You and we agree to submit to the personal
and exclusive jurisdiction of the courts located within California.
Return to syndication download.