END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (“Agreement”) governs your use of text, graphics, images, video, data, and all other proprietary materials made available through the Site (defined below) (the “Content”) provided by United States Golf Association (“USGA”) under this Agreement made available to or accessed by you (“User”), your use of the and access to the Content in connection with the Imagen Site located at http://mediaassets.usga.org (“Site”) (collectively, Content and Site shall mean “Service”).
THE PURPOSE OF THE SITE, THE CONTENT, AND THE AGREEMENT IS TO ALLOW USGA TO DELIVER THE SERVICE TO YOU AS USER IN ELECTRONIC FORM. TO USE OR ACCESS THE SITE OR CONTENT, YOU MUST AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING “I ACCEPT” WHERE INDICATED. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU HAVE NO RIGHT OR AUTHORITY TO ACCESS OR USE THE CONTENT OR SITE OR EXERCISE ANY OTHER RIGHT IN CONNECTION THEREWITH.
1. License from USGA.
Subject to the terms of this Agreement, USGA grants to User, and User hereby accepts, a limited, terminable, revocable, nontransferable, nonexclusive, nonsublicenseable license to access and use (only as provided in this Section 1) the Content and Site, in accordance with this Agreement. To the extent a User has executed a separate USGA footage license agreement with the USGA (“Footage Agreement”) or User is a broadcaster who has executed a separate broadcast agreement with the USGA (“Broadcast Agreement”), User’s license to the Content is also subject to the applicable terms and conditions of any such Footage Agreement and/or Broadcast Agreement. User may use the Site only in connection with accessing, viewing, or using the content, material, or services available on or through the Site and may use the materials provided on or by the Service (a) only in connection with approved uses explicitly set forth in the Footage Agreement or Broadcast Agreement (if applicable) or (b) for distribution, display, and use in approved media channels only for editorial purposes and not for any commercial purposes.
2. Third-Party Consents.
User acknowledges and agrees that this Agreement does not grant any rights or license to the User with respect to third-party names, images, or likenesses of individuals appearing within the Content, or to any third-party trademarks, copyrights or any other proprietary rights appearing within the Content, and the USGA makes no representations or warranties with respect to such rights. User assumes all responsibility for and shall obtain all necessary third-party consents, releases and/or waivers prior to using any necessary third-party intellectual property appearing within the Content.
3. Prohibited Uses.
a. Only one individual may access a Service at the same time using the same username or password, unless USGA agrees in writing otherwise.
b. The Content, as well as the design, organization, compilation, look and feel and all other protectable intellectual property available through the Site and in the Content, are the property of USGA or the property of its licensors and are protected by copyright and other intellectual property laws. Unless User has USGA’s written consent, User may not, nor shall it permit any third party to, sell, publish, modify, adapt, translate, create derivative works based upon, distribute, retransmit or otherwise provide access to the Content received through the Site or in the Content to anyone.
c. Unless User has USGA’s written consent, User agrees not to copy, reproduce, rearrange, modify or alter or make any additions or deletions from the Content, except for customary cropping, silhouetting and/or tinting of the Content.
d. Except as expressly permitted above, User shall not do, nor shall it permit any third party to do, any of the following: (a) remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on or affixed to the Content or the Site, or fail to preserve all copyright and other proprietary notices on the Content or on any material contained on the Site; (b) refer to or otherwise use any Service as part of any effort to develop a service having any functional attributes, content, visual expressions or other features similar to those of the Service or to compete with USGA; (c) use the Service to provide, alone or in combination with any other product or service, any product or service to any person, whether on a fee basis or otherwise; (d) re-engineer, reverse engineer, decompile, or disassemble the Service; or (e) attempt to do any of the foregoing. Any and all rights in and to the Service, not explicitly granted to User under this Agreement, are expressly reserved by and to USGA, and User shall not exercise any rights in or to the Service, except to the extent explicitly stated in this Agreement.
4. Proprietary Rights.
As between USGA and User, the Content, Site Content, and all rights, including without limitation, Intellectual Property Rights (defined below), title, and interest therein and thereto lie exclusively with USGA or its licensors or partners. This Agreement is not an agreement of sale, and no title, interest, or Intellectual Property Rights or other ownership rights to the Content or Site are transferred to User pursuant to this Agreement, except as explicitly stated herein. User acknowledges that the restrictions in this Agreement are reasonable and necessary to protect USGA’s legitimate business interests. “Intellectual Property Rights” means any and all intellectual property rights and industrial property rights (throughout the universe, in all media, now existing or created in the future, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, all (a) rights associated with works of authorship including, but not limited to, copyrights, copyright applications, copyright registrations, and rights to prepare derivative works; (b) rights in trademarks, service marks, trade names, logos, symbols, and the like; (c) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (d) rights to sue for past, present, and future infringement of any and all such intellectual property rights and industrial property rights. Without limiting the generality of the foregoing, except as otherwise required under this Agreement or any Footage Agreement or Broadcast Agreement, User shall not use, and shall not permit the use of, any of USGA’s names, slogans, symbols, logos, or other trade or service marks, or other identifiers, in any manner without USGA’s prior written approval. User shall promptly notify USGA if User learns of any unauthorized use of any Content, Content, the Site, or Intellectual Property Rights. User shall provide all cooperation and assistance requested by USGA in connection with or related to USGA’s efforts to protect its or its partners Intellectual Property Rights.
The parties each acknowledge that any breach of Section 4 will irreparably harm USGA or its licensors or partners and that USGA or its licensors or partners would not have an adequate remedy at law for such breach. User agrees and consents that in the event of such breach, USGA shall be entitled, without posting bond, in addition to all other rights and remedies to which USGA may be entitled, to have a decree of specific performance or an injunction issued requiring any such violation to be cured and enjoining all persons involved from continuing the violation. The existence of any claim or cause of action that User or any other person may have against USGA shall not constitute a defense or bar the enforcement of this Section 4. User acknowledges that the restrictions in this Section 4 are reasonable and necessary to protect legitimate business interests of USGA.
5. Attribution.
Full credit must appear, within immediate proximity to the Content, or the section devoted to acknowledgements, as one of the following: (1) if USGA copyrighted material, as "Copyright USGA" or (2) if directed by the USGA that the USGA owns the asset but not the copyright(s), credit shall read: "Courtesy USGA. All Rights Reserved." Credit shall be printed in no less than eight-point type. User shall use reasonable efforts either through technology, notice to the public or other available methods to prevent a third party from copying/downloading the Content to the extent User uses the Content on the Internet.
6. Disclaimers.
NEITHER USGA NOR ANY OTHER THIRD PARTY LICENSORS OR PARTNERS OF USGA MAKE ANY REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICE OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT. USGA IS NOT RESPONSIBLE FOR BUSINESS DECISIONS, DAMAGES OR OTHER LOSSES RESULTING FROM USE OF THE CONTENT. SERVICE AND ANY OTHER PRODUCT, SERVICE, MATERIAL, OR INFORMATION OFFERED BY USGA UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE OFFERED “AS IS” AND “WITH ALL FAULTS.” USGA MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE CONTENT, SERVICE AND ANY OTHER PRODUCT, SERVICE, MATERIALS OR INFORMATION OFFERED BY USGA UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE PRESENT OR FUTURE METHODOLOGY, PROCESS, OR METHOD EMPLOYED BY USGA FOR PROVIDING THE SERVICE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INTERFERENCE, QUALITY, TITLE, NONINFRINGEMENT, OR THAT THE CONTENT OR SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR MEET USER’S REQUIREMENTS.
7. Limitation of Liability.
NEITHER USGA NOR ITS THIRD PARTY LICENSORS OR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DO RESULT FROM OR RELATE TO THE USE OF, ACCESS TO, OR INABILITY TO ACCESS OR USE THE CONTENT OR SERVICE OR ANY OTHER PRODUCTS, SERVICES, MATERIALS, AND INFORMATION OFFERED BY USGA UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE FAILURE OF USGA TO PROVIDE THE SERVICE FOR ANY REASON AT ANY TIME, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF USGA.
8. Term and Termination.
This Agreement shall govern any and all access to the Service, at any time and from any location, and use of the Content. This Agreement and the licenses hereunder shall automatically terminate without notice upon expiration or termination of User’s account. USGA may terminate this Agreement immediately, with or without notice, and without prejudice to any other rights or remedies USGA may have. Upon the expiration or earlier termination of this Agreement, User shall cease all use of and access to the Service and Content, and User shall promptly delete the Content from its systems, files, and other electronic storage system or other means used to capture any visual image of the Content other than its archives. Sections 3, 4, 5, 6, 7 8 and 12 shall survive termination or expiration of this Agreement.
9. Your Account.
Registration data and other personal information you provide are subject to the USGA Privacy Policy, and is incorporated into this Agreement by reference as if fully set forth herein. Users are solely responsible for maintaining the confidentiality and security of their login credentials.
10. Notices.
USGA may give notice by means of a general notice on the Site, electronic mail to your e-mail address on record connected to your account, or by written communication sent by first class mail or pre-paid post to your address on record in USGA’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to USGA (such notice shall be deemed given when received by USGA) at any time by sending an email to MAM@usga.org.
11. Modification to Terms.
USGA reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Site. User is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute User’s consent to such changes.
12. General.
This Agreement shall be governed exclusively by the laws of the State of New Jersey, without regard to conflicts of laws provisions, and the exclusive jurisdiction and venue for any and all disputes arising out of this Agreement or related to the Service are in the state and federal courts located in Somerset County, New Jersey. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior oral or written communications, proposals, representations, and agreements. Except as otherwise provided in this Agreement, this Agreement may be amended only by mutual agreement expressed in writing and signed by both parties, and any attempted amendment in violation of this Section shall be void. Section headings are for reference only and shall not affect the interpretation of this Agreement. The waiver or failure of either party to exercise in any respect any right provided under this Agreement shall not be deemed a waiver of such right in the future or a waiver of any other rights established under this Agreement. The parties do not intend, nor shall any clause be interpreted, to create under this Agreement any obligations of USGA in favor of, benefits to, or rights in, any third party. Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the remainder of this Agreement.