By downloading Special Section Content from this Site (www.tmsspecialtyproducts.com), You agree to be bound by this Agreement.
Tribune Content Agency ("TCA") Specialty Products
For and in consideration of the promises and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the parties agree as follows:
TCA Specialty Products.
TCA Specialty Products is a service of TCA for publishers who want Special Section Content. Special Section Content is defined as content related to the subjects of advertising supplements and other niche publications. "Items" means the individual stories and images (photographs, graphics, drawings, and other images) that collectively form the Special Section Content. "Content supplier" means those third party vendors who supply content to TCA for use by customers. Content suppliers include Kiplinger, Cars.com, McClatchy-Tribune Information Services, CareerBuilder and Jupiterimages Corporation.
License to Use Special Section Content.
In consideration for the fees set forth in the Publisher's Subscription Agreement or on the TCA Special Section web site (www.tmsspecialtyproducts.com) "Site"), TCA grants a non-exclusive, royalty-free license ("License") to You to distribute Special Section Content in its print product(s) and in electronic distribution of the print product, subject to the following terms and conditions: (i) You may use the Special Section Content one time only in a single issue of a single publication (print and online); for use in multiple publications TCA must be contacted and provide consent. Content may not be used as part of an advertisement. (ii) You shall publish with each Item the copyright notices, trademark notices, and attributions for TCA and any TCA licensors attached to that Item as distributed by TCA; (iii) You shall display with each TCA Item published electronically, in addition to the notices and attributions required by Paragraph ii herein, the URLs of the sources of the TCA Item (all hyperlinks to sources of content must be live at all times, provided those URLs are attached to the Item as distributed by TCA); (iv) You may abridge (cut paragraphs or sentences from) TCA Items that are not images, provided Publisher does not change the meaning of such Items; (v) You shall not otherwise edit, rewrite, or in any other way alter the content of any Item except to add specificity, including local references or other market-specific content; (vi)You shall not archive or otherwise store any Special Section Content for more than three hundred sixty five (365) days after they have been received from TCA; and (vii) Items are combined with other items from Your editorial mix, such that it would not be practicable for a recipient to reconstruct the Special Section Content service. (viii)You will not make or authorize any other publication or distribution or retransmission of Items without express prior written approval from TCA. (ix) You will not change or manipulate the content of a photograph physically or electronically. Established photo printing methods such as burning, dodging, toning, cropping and minor color adjustments are acceptable. Retouching, electronic or manual, must be limited to the removal of minor scratches or minor image flaws. (x) You shall not use any Special Section Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise. (xii) You shall not use any Special Section Content images that include people as part of any sensitive subject matters. See Jupiterimages Corporation website, (www.jupiterimages.com/help.aspx?layout=37#sensitive), for examples. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters. TCA will deliver the Special Section Content to You by providing You access to the TCA web site at www.tmsspecialtyproducts.com.
Payments to TCA.
Publishers who enter into a Subscription Agreement shall pay TCA fees in accordance with their Subscription Agreement. Publishers who license the Special Section Content on an a la carte basis shall pay the prices posted on the Site.
Representations and Warranties.
TCA represents and warrants that, to the best of its knowledge, the distribution and use of the Special Section Content as authorized herein (a) will not infringe upon the copyright, trademark, trade name, or other intellectual property, or literary or artistic right of any third party, and (b) will not violate the privacy or other rights of any person, firm, or corporation or contain any libelous or unlawful material. Except for the warranties expressed in Section 4 of this Agreement, TCA offers the Special Section Content on an "as is" basis. While TCA adheres to the highest standards of editorial excellence, TCA makes no warranties, express or implied, including, without limitation, warranties as to the accuracy of the information, warranties of merchantability, and warranties of fitness for a particular purpose relating to any matters in this License including, without limitation, computer or technical resources.
You will indemnify and hold harmless TCA and its Content Suppliers from and against any and all losses, damages, costs and expenses, including the legal fees and expenses incident thereto, arising from any suit, claim or demand (a) based upon any breach or alleged breach of the warranties contained in this Agreement; or (b) arising out of or relating to any edits, modifications, abridgements, or alterations Publisher makes to any Item. TCA will indemnify and hold harmless You from and against any and all losses, damages, costs and expenses, including the legal fees and expenses incident thereto based upon any breach or alleged breach of the warranties contained in this Agreement. Except for these indemnification obligations, neither TCA nor its Content Suppliers will be liable for any loss or damage to You or any other party by virtue of publication or distribution by You of any Item. The obligation of each party to indemnify the other under this Agreement is subject to the requirement that notice of any indemnified suit, claim, or demand be provided to the other party, which shall be permitted to control the defense of such claim or suit.
Limitation of Liability.
Neither TCA nor its Content Suppliers shall in any event be liable for loss or damage arising to You or any other party by reason of publication of the Special Section Content by You. Neither TCA nor its Content Suppliers shall be liable for any loss or damage to You by reason of non-delivery, delay or interruption of the Special Section Content.
This Agreement is not exclusive as to any party.
TCA shall have the right to terminate this Agreement at any time.
The payment obligations, indemnity obligations, and limitations of liability shall survive termination.
Governing Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflict of law principles thereof. All disputes related to this Agreement will be submitted to the exclusive jurisdiction and venue of state and federal courts located in Chicago, Illinois, which the parties agree is the most appropriate and convenient for the resolution of disputes related to this Agreement.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreement, written and oral, with respect thereto. No change, amendment or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by both parties.