This End-User License Agreement (“Agreement”) is a legal agreement between you (a single entity) and BroadbandNow.com (“BroadbandNow”) for use of any BroadbandNow Award Widget (as defined below). By copying or otherwise using the BroadbandNow Award Widgets you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, please do not copy or otherwise use the BroadbandNow Award Widgets. The “BroadbandNow Award Widgets” are graphic and text widgets comprised of static elements, such as the BroadbandNow trademarks and award images, and dynamic elements, which include, but are not limited to, headlines, linked source identifiers, and other provider-specific information or materials. Each BroadbandNow Award Widget is licensed as a single unit and its component parts may not be separated for individual use apart from the BroadbandNow Award Widget.
BroadbandNow may change the Agreement in the future, and you understand and agree that your continued access or use of the BroadbandNow Award Widgets after such change constitutes your acceptance of the updated Agreement.
As a condition of your use of any BroadbandNow Award Widget, you agree as follows:
1.1. The BroadbandNow Award Widget may only be embedded and displayed on a Qualified Website. A “Qualified Website”means your website must: (i) be the official website for the broadband provider receiving award; or (ii) primarily be related to the provider which the award is granted to.
1.2. BroadbandNow grants you a limited, non-transferable, personal, royalty-free, non-exclusive license solely to download and display the BroadbandNow Award Widgets on your Qualified Website. The foregoing license is non-sublicensable, with the limited exception that you may sub-license it to third party website designers, webmasters and other providers of similar services, for the sole purpose of enabling such providers to assist you in downloading and displaying the BroadbandNow Award Widgets on your Qualified Website and provided that such providers will be subject to the same obligations as you under this Agreement.
1.3. Except as permitted in Section 1.2, you agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the BroadbandNow Award Widgets or any part thereof, whether by operation of law or otherwise.
1.4. You will not cause, permit or authorize any modification of the BroadbandNow Award Widgets, which includes separation into component parts or creation of derivative works.
1.5. All right, title, and interest in and to the BroadbandNow Award Widget, including all intellectual property rights therein, shall remain the exclusive property of BroadbandNow Award and/or its licensors. You acknowledge and agree that the BroadbandNow Award Widgets are licensed, not sold.
2. Use of BroadbandNow Award Widgets
2.1. You may not directly or indirectly change, edit, add to, copy or extract content from or produce summaries of the BroadbandNow Award Widgets or any content on the BroadbandNow Award website. In particular, you will not display any BroadbandNow Award awards on your website outside of the BroadbandNow Award Widgets, with the exception of mentions of the award for promotional purposes e.g. company blog posts, newsletters, and advertisements.
2.2. BroadbandNow has absolute editorial control over all BroadbandNow Award Widgets and BroadbandNow Award Widget content, which BroadbandNow may modify, in whole or in part, at any time without prior notice.
2.4. The BroadbandNow Awards and images granted to a company may be pictured and mentioned for advertising purposes in print, TV, and radio, granted that the company receives written approval from BroadbandNow. Approval for such use can be granted by reaching out to firstname.lastname@example.org.
2.6. YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALIZE THE BROADBANDNOW AWARD WIDGETS OR BROADBANDNOW CONTENT IN ANY WAY.
3. Representations and Warranties
3.1. You represent and warrant to BroadbandNow that: (i) you have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; and (iii) you will comply with all local, state and federal laws, ordinances, regulations and orders with respect to your performance under this Agreement.
3.2. You shall not, and shall not allow or authorize any third party to, use or display a BroadbandNow Award Widget on any website that, in BroadbandNow’s sole opinion, falls into any one or more of the following categories: (i) sites which display customer reviews of broadband providers and internet/TV/phone products and services (excluding BroadbandNow reviews and customer reviews and testimonials); (ii) sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief; (iii) sites that promote, encourage or facilitate violence, terrorism or illegal activity, including activities that risk national security; (iv) sites which are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or (v) sites that disparage or in any manner tarnish or diminish the image or reputation of BroadbandNow or its affiliates.
3.3. You shall not, and shall not allow or authorize any third party to, remove, deface, obscure, or alter BroadbandNow’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the BroadbandNow Award Widget or any other content, materials and documentation provided hereunder.
BroadbandNow, the BroadbandNow logo, BroadbandNow Award images and all other product or service names or slogans displayed on BroadbandNow Award Widgets or on the BroadbandNow website are registered and/or common law trademarks in the U.S. and/or other countries. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. All contents of the BroadbandNow website areprotected copyrighted material. All rights reserved. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BroadbandNow.
5. No Endorsement
You may not directly or indirectly suggest any endorsement or approval by BroadbandNow of your Site or any non-BroadbandNow entity, product or content or any views expressed within your site or service.
You agree to defend and indemnify BroadbandNow, corporate affiliates and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties, including supervisory authorities as a result of your: (i) breach of this Agreement or any documents referenced herein, if any; (ii) violation of any law or the rights of a third party; or (iii) use of this website.
7. Disclaimer and Limitation of Liability
7.1. BroadbandNow Award Widgets are made available by BroadbandNow on an “as is” and “as available” basis and BroadbandNow disclaims all implied warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any BroadbandNow Award Widget, the BroadbandNow website and any content thereon.
7.2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL BROADBANDNOW BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ANY OF THE BROADBANDNOW AWARD WIDGETS, THE BROADBANDNOW WEBSITE, AND ANY AND ALL CONTENT ON, OWNED, LICENSED, OR DISPLAYED BY BROADBANDNOW ON THE BROADBANDNOW WEBSITE, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE BROADBANDNOW AWARD WIDGETS, BROADBANDNOW WEBSITE OR ANY CONTENT THEREON, EVEN IF BROADBANDNOW AND/OR ITS AFFILIATES AND /OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.1. You may terminate this Agreement and the license granted herein at any time by removing all copies of the BroadbandNow Award Widget from your Site, all hard drives, networks and other storage media
8.2. BroadbandNow may restrict, suspend or terminate any of the BroadbandNow Award Widgets, the Agreement, the license granted herein or your access to any BroadbandNow Award Widget or BroadbandNow website at any time with or without reason. You agree to remove all copies of any BroadbandNow Award Widget in use upon receiving notice of termination from BroadbandNow.
8.3. Sections 1.5, and 9 will survive any cancellation or termination of this Agreement.
10.1. You agree that no joint venture, agency, partnership, or employment relationship exists between you and BroadbandNow as a result of this Agreement. This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.
10.2. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and controlled by the laws of the State of California. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any failure or delay by BroadbandNow in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.
10.3. The Agreement constitutes the entire understanding and Agreement between the parties and supersedes any and all prior understandings and/or Agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of the Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties. Notwithstanding the foregoing, BroadbandNow may amend this Agreement at any time, by giving You notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless You terminate this Agreement (as permitted by this Agreement or the notification), any amendments shall be automatically effective five (5) days after they are notified to You.