CHARLOTTE OBSERVER END USER LICENSE AGREEMENT
Thank you for your interest in the Charlotte Observer's news headline Widget ("Widget"). By downloading the Widget, you agree to be bound by this end user license Agreement ("Agreement") and the Charlotte Observer's Terms of Service. If you do not agree to this Agreement or the Terms of Service, do not download the Widget. You further represent that you are at least 18 years of age and are legally bound by this Agreement.
Entire Agreement. Upon downloading the Widget, this Agreement and the Terms of Service shall govern your use of the Widget which represent the entire Agreement between you and the Charlotte Observer with respect to the Widget's use, and supersede all other representations and statements relating to the subject matter hereof, whether oral or written. This Agreement cannot be amended except by the Charlotte Observer. In the event of any conflict between the Terms of Service and this Agreement, the Terms of Service shall prevail.
License Grant. The Widget and all associated intellectual property and all Content and Content Feeds contained therein as defined in the Terms of Service are the sole and exclusive property of the Charlotte Observer and are protected by copyright and other laws. No rights in the Widget are granted to you except as otherwise set forth herein. While the Charlotte Observer continues to own the Widget, the Charlotte Observer hereby grants to you a limited, non-transferable, non-exclusive, revocable license to download the Widget solely in the United States and solely for the purpose of accessing Content Feeds on your Site and not in connection with any commercial purpose. The Widget may not be downloaded via a server or network storage device. In addition, this license only includes the downloading of Content Feeds available via the Widget and not Content from the CharlotteObserver.com website if such Content is not otherwise available in its entirety via the Widget.
Restrictions. You agree not to (a) copy the Content or Content Feeds; (b) attempt in any way to download Content except in connection with downloading the Widget; (c) sublicense, transfer, assign, distribute to any third party, lease, or otherwise transfer the rights to the Content, the Content Feeds or the Widget; (d) directly or indirectly, in whole or in part, modify, translate, reverse engineer, decrypt, decompile, disassemble, make error corrections to, create derivative works based on, or otherwise attempt to discover or share the source code or underlying ideas or algorithms of the Widget or modify the Content Feeds which are the proprietary and confidential information of the Charlotte Observer. In addition to the foregoing, you agree to: (a) display the Content Feed on your Site in the exact form received by you; (b) ensure that the fundamental meaning of the Content Feed is not changed or distorted; (c) comply with all applicable laws and all limitations and restrictions (if any) placed by CharlotteObserver.com on the use, display or distribution of any Content Feed. You will not (s) archive any Content Feeds for access at any future date after the Content Feed has been removed from your Site; (t) display the name, logo, trademark or other identifier of another person on your Site in such a manner as to give the viewer the impression that such other person is a publisher or distributor of CharlotteObserver.com; (u) remove, conceal or obliterate any copyright or other proprietary notice or any credit-line, date-line or other mark or source identifier included on the Content Feed(s), including without limitation, the size, color, location or style of CharlotteObserver.com's marks; (v) make any representation or warranty on behalf of CharlotteObserver.com; (w) incorporate any Content Feeds on any site other than your Site or on any site containing nudity or pornographic material, that displays material that exploits children under the age of 18, that promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or that uses the CharlotteObserver.com in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading; (x) display the Content Feed in a manner that does not allow for successful linking and redirection to, and delivery of, CharlotteObserver.com's page; (y) frame any CharlotteObserver.com page; or (z) fail to stipulate that the Content Feed is supplied by CharlotteObserver.com and is protected by copyright and owned by The Charlotte Observer. You warrant that your Site does not infringe the rights of any third party and is compliant with all applicable laws. You will defend, indemnify, and release the Charlotte Observer, The McClatchy Company and their affiliates from: (i) your use of the Widget and the Content Feeds; (ii) your violation of this Agreement; (iii) and, your violation of any third-party rights. This defense and indemnification obligation will survive the term and your use of the Widget.
Warranty Disclaimer. No technical support is provided in connection with this Agreement. Your use of the Widget is solely at your own risk, and the Widget is provided ''as is'', all express or implied conditions, representations, and warranties including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, noninfringement, satisfactory quality or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law. No warranty is made regarding the operation of the Widget without errors, delays, problems or interruptions, or that the Widget will not interfere with the operation of your site, or that the Widget will operate on any platform, or errors or bugs in the Widget will be corrected, or that the Widget's functionality or services will meet your requirements.
No indemnification; limitation of liability. In no event will the Charlotte Observer or its affiliates or the McClatchy company be liable for any lost data, lost revenue, lost profits, loss of programs, problems with your site, damage to reputation, business interruption, patent infringement claims or any other indirect, incidental, consequential, special, punitive, exemplary or any similar type damages arising out of this Agreement, the use or the inability to use the Widget, even if the Charlotte Observer has been advised of the possibility of such damages.
In no event shall the liability of the Charlotte Observer or its resellers or distributors to customer, whether in contract, tort, breach of warranty, claims by third parties or otherwise, exceed one hundred dollars ($100).
Because some states or jurisdictions do not allow limitation or exclusion of consequential or incidental damages, the above limitation may not apply to you.
Except where otherwise prohibited by law, the Charlotte Observer will not indemnify you for any claims including patent infringement or otherwise.
Confidentiality. Aspects of the Widget, including the specific design, source code and structure thereof, constitute trade secrets and/or copyrighted material of the Charlotte Observer and you agree not to disclose, provide, or otherwise make available the same in any form to any third party.
Export. The Widget, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree not to export the Widget at any time.
Term and Termination. We may terminate your access to the Widget at any time with or without notice to you. You may terminate this Agreement by: (a) discontinuing your use of the Widget and (b) destroying and removing all copies of Content or Content Feeds from your Site.
UCITA Not Applicable. The Parties expressly agree and acknowledge that to the fullest extent permitted by law, the provisions of the Uniform Computer Information Transactions Act (UCITA), or any similar legislation, as may be enacted in the future, shall not apply to this Agreement.
Jurisdiction. This Agreement between the Charlotte Observer and you will be governed and interpreted under the laws of the State of North Carolina. Courts located in Mecklenburg County, North Carolina have jurisdiction in any dispute arising from this Agreement.