Terms and Conditions
This agreement, when executed by and between EarthCam, Inc. (“EarthCam”) and (“Organization”), will constitute a valid and binding agreement (“Agreement”) for EarthCam to provide non-exclusive services to Organization for the purpose of displaying EarthCam content on-air and/or online during Organization’s news productions (“Productions”) for a period of twelve (12) months beginning on date this Agreement is executed.
EarthCam Agrees To:
Organization Agrees To:
I. Term and Termination
The term of the Agreement is for a period of twelve (12) months, commencing on the date the Agreement is executed. The provisions of paragraph II, III, IV, V, VI and VII shall survive the termination of this Agreement.
Either party may terminate the Agreement upon thirty (30) days’ written notice at anytime with or without cause. If either EarthCam or Organization terminates the Agreement in accordance with the preceding sentence, the terminating party will have no liability to the other party after the effective date of the notice of termination, with the exception of obligations incurred prior to termination.
EarthCam shall not be held accountable or liable for interruptions of any services hereunder resulting from or created by unforeseen technical and/or telecommunications / bandwidth interruptions or weather conditions that can be considered an “Act of God”.
Organization recognizes and acknowledges that upon termination of the Agreement, EarthCam will have the immediate right to collect its software and Materials (as defined below).
II. Proprietary Materials
EarthCam retains full and complete property rights to the Webcam Feeds and all EarthCam equipment, images, streams, name, URLs, logos, graphics, intellectual property, software, copyrights, and website material developed by EarthCam (collectively the “Materials”). The Materials are and shall remain at all times, the sole property of EarthCam. Organization understands and acknowledges that it will not reproduce, or alter the EarthCam software in any way whatsoever or attempt to duplicate the Materials for itself or any other entity.
III. License to EarthCam Materials
Organization agrees that EarthCam owns all rights, title and interest in the Materials. Subject to the terms and conditions of this Agreement, EarthCam grants Organization a license to use the Materials solely for use and access by Organization as described in this Agreement; provided that EarthCam retains the right to override any control of the Webcam Feeds at anytime for any reason. Organization will comply with EarthCam's general policies, and must comply with any specific policies EarthCam may issue, as such policies may be modified by EarthCam from time to time by written notice. Organization is not entitled to copy, modify, distribute or display the Materials, except as expressly provided by this Agreement. Organization may not remove any copyright, trademark or other legal notice from any portion of the Materials.
Organization and EarthCam or their authorized agents will not disclose any information regarding any programs, products, services, or other information provided hereunder, unless or until publicly divulged by either party or disclosure is permitted with mutual prior written consent, provided, however, that either party may disclose information to employees or agents which must necessarily be disclosed in order for either party to perform any services specified in this Agreement. Both parties shall adequately require its employees or agents to comply with the provision of this paragraph.
V. Independent Contractor
EarthCam and Organization are independent contractors and this Agreement shall not be construed to create an association, partnership, joint venture, relation of principal and agent or employer and employee, between EarthCam and Organization or its agents within the meaning of any federal, state or local law. The relationship of the parties is that of independent contractors, and neither party will have the right or authority to act for, represent, or in any way obligate or make commitments on behalf of, the other party.
VI. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EARTHCAM DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ORGANIZATION ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICES.
VII. Limitation of Liability
Neither party, its affiliates, agents, or contractors will be liable for any indirect, incidental, special, reliance, punitive, or consequential damages or for any lost profits or revenues or lost data or costs of cover relating to the services or this Agreement. Organization’s exclusive remedies for such claim will be limited to the total service charges paid by Organization to EarthCam for the affected service in the one (1) month immediately preceding the occurrence of the event giving rise to the claim. Each party’s total aggregate liability related to this Agreement will not exceed the total fees and service charges paid by Organization to EarthCam under this Agreement in the three (3) months immediately preceding the occurrence of the event giving rise to the claim (“Damage Cap”). This limitation of liability and Damage Cap will not apply to a party’s indemnification obligations or Organization’s payment obligation for charges under this Agreement.
VIII. Complete Agreement
This Agreement does not constitute an offer by EarthCam and it shall not be effective until signed by both parties. The Agreement is the complete Agreement between the parties on the subject matter and supersedes any prior oral or written agreement concerning the subject matter.
IX. Authorized Representative
Organization has all legal right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder in accordance with all terms and provisions hereof. No consent, approval, license or authorization is required from any third party or, if required, will be obtained by Organization. The entity executing this Agreement on behalf of Organization is the dully authorized and designated representative of Organization with full power and authority to so bind Organization.
X. Modification, Amendment, Assignment
The Agreement may not be modified, amended, or assigned except in writing signed by both parties. If the assignment occurs, the assignment will not relieve the assigning party of its liabilities and obligation under the Agreement. The Agreement is binding upon successors and assignees of the parties.
If this agreement accurately documents the understanding between Organization and EarthCam, please so evidence by clicking “I Agree”.
* Indicates a required field.