LTVN NETWORK AFFILIATION AGREEMENT
BY CLICKING ON THE "REGISTER" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE
BECOMING A PARTY TO THIS AGREEMENT ("AGREEMENT") WHICH GOVERNS YOUR USE OF
CLIENTELEVISION™ AFFLIATE SERVICES ("CLIENTELEVISION™"). IF YOU DO NOT AGREE TO
ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT REGISTER AS AN AFFILIATE OF THE
LEGAL TELEVISION NETWORK (“LTVN”). IF THESE TERMS ARE CONSIDERED AN OFFER,
ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. LTVN MAY MODIFY ANY OF THE
TERMS OF THIS AGREEMENT, AT ANY TIME AND IN OUR SOLE DISCRETION, BY POSTING A
CHANGE NOTICE OR A NEW AGREEMENT ON CLIENTELEVISION™.COM. YOUR CONTINUED USE
OF THE CONTENT OR SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW
AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
REGISTRATION CANNOT BE COMPLETED WITHOUT A VALID EMAIL ADDRESS.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by LTVN, in
compliance with Usage Restrictions, LTVN grants you, during the Term, a revocable, nontransferable,
nonsublicensable, royalty-free, nonexclusive license to display on your website ("Site") the video player,
video stories, and other information or materials, including any promotional taglines ("Content") that you
receive from CLIENTELEVISION™ provided that you do not alter, edit, or delete any of the Content. LTVN
may restrict, suspend or terminate your access to any aspect or all of the Content or LTVN affiliate
services at any time without liability. LTVN reserves the right to modify CLIENTELEVISION™ at any time
within LTVN sole discretion. You acknowledge that Content availability is subject to change at LTVN’s sole
discretion.
2. RESERVATION OF RIGHTS. The Content is protected by the copyright laws of the United States and
international copyright treaties. As between the parties, title, ownership rights, and intellectual property
rights in and to the Content, and any copies or portions thereof, shall remain in LTVN. LTVN shall retain all
rights to the Content and LTVN affiliate services not expressly granted to you under Section 1 of this
Agreement. You agree not to do anything contesting or impairing the rights of LTVN in and to any of the
Content and/or CLIENTELEVISION™.
3. LIMITATIONS. Except as expressly set forth in Section 1 or unless otherwise consented to by LTVN,
you may not, directly or indirectly: (a) sell, modify, translate, copy, publish, transmit, distribute or otherwise
disseminate the Content or any portion thereof; or delete or fail to display any promotional taglines
included in the Content (b) rent, lease, or otherwise transfer rights to the Content; (c) display the name,
logo, trademark or other identifier of another person (except for LTVN or you) on your Site in such a
manner as to give the viewer the impression that such other person is a publisher or distributor of the
Content on the Site; (d) remove, conceal or obliterate any copyright or other proprietary notice or any
credit-line or date-line on other mark or source identifier included on Content, including without limitation,
the size, color, location or style of LTVN marks; (e) encumber or suffer to exist any lien or security interest
on the subject matter of this Agreement; (f) make any representation or warranty on behalf of LTVN; or (g)
use Content or CLIENTELEVISION™ on any Site that contains nudity or pornographic material of any kind,
displays material that exploits children under the age of 18, provides material that is grossly offensive to
the online community, including blatant expressions of bigotry, prejudice, racism, hatred or excessive
profanity, promotes or provides instructional information about illegal activities or physical harm or injury
against any group or individual, or use the Content or CLIENTELEVISION™ in any manner that is obscene,
defamatory, libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by LTVN, you will: (i) display all Content on your Site in the exact form
received by you, and not modify or edit any of the foregoing without LTVN's
prior written consent; (ii) ensure that the fundamental meaning of the Content
is not changed or distorted; (iii) comply with all applicable laws and all
limitations and restrictions (if any) placed by LTVN on the use, display or
distribution of any Content ("Usage Restrictions"); (iv) give LTVN complete and
accurate registration information when requested to do so.
You must always stipulate that the Content is supplied by LTVN and is protected by copyright and owned
by LTVN.
LTVN assumes no liability for your activity in connection with CLIENTELEVISION™ and the Content or for
the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal
activity may be grounds for termination of this Agreement. You will not attempt to hide your identity,
represent yourself as someone else, compromise or attempt to compromise the security of any account,
or interfere or attempt to interfere with the proper working of CLIENTELEVISION™. If you use, or attempt to
use, any of LTVN’s affiliate services or Content beyond the scope of the license granted in this
Agreement, or beyond the scope expressly granted by LTVN, or attempt to, tamper, hack, spoof, use
robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper
function of any part of CLIENTELEVISION™ or the Content, then, in addition to termination of this
Agreement, you be subject to appropriate legal and equitable action.
4. PROPRIETARY INFORMATION. During the term of this Agreement, you may have access to some of
LTVN’s nonpublic technical or product information ("Proprietary Information"). Such Proprietary
Information shall belong solely to LTVN. You shall not, except as expressly authorized by this Agreement,
use or disclose Proprietary Information without the prior written consent of LTVN unless such Proprietary
Information becomes part of the public domain through no fault of yours. You agree (i) not to disclose any
Proprietary Information to any third parties, (ii) not to use any Proprietary Information for any purposes
except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Proprietary
Information confidential using the same degree of care you use to protect your own confidential
information, as long as you use at least reasonable care. You acknowledge and agree that due to the
unique nature of LTVN Proprietary Information, there can be no adequate remedy at law for any breach of
its obligations hereunder, and that in the event of a breach of this paragraph, LTVN shall be entitled to
seek an injunction and other appropriate equitable relief in addition to whatever remedies it may have at
law.
5. MARKETING AND PUBLICITY. LTVN is committed to facilitating the promotional and marketing efforts
of its affiliates. As a network affiliate, your organization’s profile, name and/or logo may be included in
LTVN’s own promotional materials and you may similarly promote your affiliation with LTVN as provided
herein. Subject to the terms of this Agreement, LTVN grants You, and You grant LTVN, the
non-transferable (except as provided herein), non-exclusive, royalty-free right to reproduce and display the
other's logos, trademarks, trade names, and other similar identifying material (the "Marks") solely for the
purposes described herein and in accordance with the owner's established trademark usage policies and
procedures as changed from time to time in the owner's sole discretion and as supplied by link. In
connection with such licenses, each party shall have the unilateral right to establish such quality standards
and additional terms as such party deems necessary to reasonably protect its trademarks. This license
and all sublicenses thereto shall terminate automatically upon the effective date of termination or
expiration of this Agreement, subject to the usage rights granted to viewers through CLIENTELEVISION™
(i.e., termination of this Agreement shall not serve to divest any end user of usage rights acquired through
CLIENTELEVISION™ which by their nature extend beyond the effective date of termination).
6. DISCLAIMER OF WARRANTIES. You represent and warrant to LTVN that your Mark(s) and/or content
on your Web site, other than the Content, do not and will not infringe any trademark, the
CLIENTELEVISION™ service mark, copyright, right to publicity, right of privacy or other intellectual property
right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable
law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements
and administrative or professional rules). LTVN makes no representations concerning any interruption in
LTVN affiliate services. LTVN PROVIDES THE CONTENT AND THE CLIENTELEVISION™ SERVICE ON
AN "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, AND LTVN DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND
NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
THIS AGREEMENT.
7. INDEMNIFICATION. In providing the CLIENTELEVISION™ service, LTVN works in cooperation with
Brightcove, Inc., which supplies the technological platform for distribution of LTVN content to its affiliates.
Accordingly, this Agreement expressly incorporates Brightcove’s terms of use, as amended from time to
time and posted on Brightcove.com. You agree to fully indemnify, defend and hold LTVN and their
respective affiliates, officers, directors and licensors, including, without limitation, Brightcove, Inc.,
(collectively, the "Provider Parties") harmless from and against any and all claims, liability, losses, costs
and expenses (including attorneys' fees) incurred by you in connection with: (i) any use or alleged use of
CLIENTELEVISION™ or the Content through your account by any person, whether or not authorized by you;
or (ii) your Site or (iii) any breach of Sections 2-5. LTVN reserves the right, at its own expense, to assume
the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such
case, you agree to cooperate with LTVN defense of such claim.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL LTVN OR ANY OF THE PROVIDER
PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE,
ACCURACY OF CLIENTELEVISION™, CONTENT OR RESULTS, COMPUTER FAILURE OR
MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE CONTENT RELATED TO
NON-PAYMENT OF LICENSE FEES, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY
AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LTVN BE LIABLE FOR
ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE
CONTENT, EVEN IF LTVN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
9. TERMINATION OF AGREEMENT. The term of this Agreement will begin when you click on the
"Register” button below and will continue until terminated in accordance with this Section. Unless
otherwise agreed to by LTVN, you may terminate this Agreement and the license granted herein at any
time by destroying or removing all copies of the Content from your Site, all hard drives, networks, and
other storage media. Unless otherwise agreed to by LTVN, LTVN may restrict, suspend or terminate
CLIENTELEVISION™, this Agreement, the license granted herein, or your access to any aspect or all of the
Content or LTVN affiliate services at any time without liability. You agree to destroy or return to LTVN all
copies of the Content and all Proprietary Information promptly upon learning of such Termination. Sections
2 through 8 and 10 shall survive termination of this Agreement.
10. ADDITIONAL PROVISIONS. This Agreement represents the complete agreement concerning this
license between the parties and supersedes all prior agreements and representations between them. If
any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and
construed under the internal laws and jurisdiction of the State of Maryland. Any action to enforce this
agreement shall be brought in the federal or state courts located in the State of Maryland. You may not
assign this Agreement without LTVN prior written consent; any assignment by you without such consent
shall be null and void. Each party shall be responsible for compliance with all applicable laws, rules and
regulations, if any, related to the performance of its obligations under this Agreement. Neither party will be
liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any
delay in the performance thereof, due to causes beyond its control, including industrial disputes of
whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or
other casualty. LTVN is not responsible for any costs or liability associated with making a connection (by
any means) to the Internet, CLIENTELEVISION™, or other online service, or network.
You certify you and your organization are legally permitted to use LTVN affiliate services and to access the
Content, and if you are an individual, you are over 18 years of age. You represent that You have the legal
authority display CLIENTELEVISION™ videos on the web site(s) identified on your affiliate profile, and
that You have satisfied any and all legal duties relating to Your participation in this service, including,
without limitation, the posting of any disclaimer or other notification required in Your jurisdiction. You take
full responsibility for the selection and use of LTVN affiliate services and access of the Content. This
Agreement is void where prohibited by law, and the right to access the Content is revoked in such
jurisdictions.
Nothing in this Agreement will be deemed to limit or restrict LTVN from entering into agreements with any
other person covering CLIENTELEVISION™ similar to your Site or from offering similar services itself. The
parties hereto are independent contractors, and nothing in this Agreement creates any partnership, joint
venture, agency, franchise, sales representative or employment relationship between the parties. You
have no authority to make or accept any offers or representations on our behalf and you shall not make
any statement, on your site or otherwise, that contradicts anything in this Section.
