Syndication Terms of Use | Chatsworth Products

 Self-Service Data Syndication License Agreement 

 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 corporation ("CPI"). 

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 the Product. 

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 brochures.

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.

Ownership; Restrictions.  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 syndicationservice@chatsworth.com 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.

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