About Public Media Company
Public Media Company ("PMC") established Channel X to facilitate the distribution of content between producers and broadcasters so that every community will have access to strong, vibrant local public broadcasting programming. PMC's mission is to maximize the relevance and impact of public media for all. PMC seeks to strengthen public media by building national resources and infrastructure in support of strong local services, thereby offering stations economies of scale and support to achieve greater and broader community impact.
PMC cannot achieve this goal without unique and engaging content. Channel X creates an online marketplace where producers and stations can submit content for other broadcasters and media programmers to find, license and download.
For purposes of this Agreement, "Content" includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual works, interactive features and other materials and programs one may upload, download, view on, or access through, the Platform. As described in the "Intellectual Property" section, by submitting Content to the Platform, you agree to grant PMC certain rights to distribute the Content through the Services to other users of the Platform..
Acceptance of Terms
Changes to Terms
Description of the Platform
Channel X is a hosting, licensing, content aggregator and distribution service. Registered users of the Platform may submit, upload and post Content, which will be stored by Channel X at the direction of the registered user, and may be displayed or distributed by Channel X for the purposes of review and acquisition by registered users of the Platform. The Platform enables registered users to interact with each other and to contribute to discussions and enables any user of the Website, Apps or certain Services to view, listen and share Content. By uploading Content to Channel X, you allow us to include your Content in our database, which we can make available via the Internet and through our Apps for purposes of review, embedding, downloading, and free or paid acquisition by authorized third parties subject to the terms of the license you select through the PMC licensing system ("Distribution Agreement"). The downloading service is available to broadcast stations and authorized third parties who are members (“Members”) who deliver Content to the Platform and allows users to acquire, incorporate, and utilize audio and video files ("Pieces") for distribution by any means. Stations may upload Content in the form of bumpers and "pre-rolls" that reference their Station or their website which is linked to the Service. A registered user has access to and use of the Content to the extent consistent with the terms selected in the Distribution Agreement associated with a Piece.
You must register to use the Platform. Access to Apps and certain Services are available only to registered users. PMC must approve accounts of new registered users. That process is not automated and you may encounter delay in approval of your account. You will not be required to enter credit card or bank account information to obtain an account. If you offer Content for sale pursuant to a Distribution Agreement, you will need to provide PMC's third party payment processor with a bank account number so that it can distribute payments to you from purchasers of your Content. If you purchase Content from a registered user, you will need to provide to PMC's third party payment processor your credit card information at the time of purchase to pay for the purchased Content.
Stations and other entities that that have “broadcaster” accounts and upload and download Content must become a Member of Channel X by entering a Membership Agreement. Registered users may view Content on the Website without becoming a Member. Users who upload Content via a “content provider” account but do not have the rights to download Content do not need to be a Member. Membership is available to individual stations (“Individual Member”) as well as stations participating in journalism collaborations and state networks (“Reporting Collaborations”). Membership fees vary according to the level of Services provided and are set forth in a Membership Agreement with PMC. Members grant to PMC the right to publicly announce their memberships.
User Account and Password
a. Account and Password: As a registered user of our Services, you may receive or establish one or more passwords and accounts ("Channel X Account"). You are solely responsible for maintaining the confidentiality and security of your passwords and Channel X Account. You are entirely responsible for all activities that occur on or through your Channel X Account. If you believe that your Channel X Account has been accessed by unauthorized third parties, or if your user name and password is lost or stolen, you must notify PMC in writing or email info@ChannelX.org, and you should change your password at the earliest opportunity.
b. Cancellation of Account by PMC: We reserve the right to cancel, remove, disallow or reassign usernames and permalinks, in our sole discretion, and may, without notice, suspend or terminate your Channel X Account if activities occur on that account which, in our sole discretion, would or might constitute a violation of this Agreement, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.
Rules Relating to Use of the Platform
PMC grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view Content on the Website and to download Content using the features of the Platform where such features have been enabled by the user who uploaded the relevant Content (the "Contributor").
PMC grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to: (i) submit, upload or post Content to the Platform consistent with any applicable terms posted on the Website from time to time; (ii) participate in the community areas and communicate with other members of the Channel X community; and (iii) use our Apps and other Services provided as part of the Platform.
Restrictions on your use of the Platform include the following (the "Community Guidelines"):
(i) You must not copy, rip or capture, or attempt to copy, rip or capture, any Content from the Platform or any part of the Platform, other than by means permitted by the Distribution Agreement offered by the Contributor relating to the Content or Piece.
(iii) You must not use any Content (other than your Content) in any way that is designed to create a separate content service or that replicates any part of the Platform offering.
(v) You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity or ratings of your Content on the Platform, or to misrepresent your activity on the Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Platform.
(vi) You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than your Content).
(vii) You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than your Content.
(viii) You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
- any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in PMC's reasonable discretion;
- any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right;
- any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise illegal or unlawful in PMC's reasonable opinion;
- any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or
- any unsolicited or unauthorized advertising, promotional messages, call to action, spam or any other form of solicitation.
(ix) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation.
(x) You must not rent, sell or lease access to the Platform, or any Content not owned by you on the Platform other than through a Distribution Agreement, although you may include links from your Content to any legitimate online download store from where any item of your Content may be purchased.
(xi) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
(xii) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any PMC employee.
(xiii) You must not use or attempt to use another person's account, password, or other information unless you have permission to do so and both parties are employees of the same station or reporting collaboration. Individual station memberships must not be shared across multiple stations.
(xiv) You must not sell or transfer, or offer to sell or transfer, any Channel X Account to any third party without the prior written approval of PMC, unless, in the case of a company, all or substantially all of the assets of that company are sold to the third party acquiring the Channel X Account after notice is given to PMC.
(xv) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
(xvi) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by PMC or any Contributor; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of PMC's servers, system or network or attempt to breach PMC's data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking PMC's servers or systems, submitting a virus, overloading, mail-bombing or crashing.
You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation.
a. Ownership of Copyrights: You retain ownership of the copyrights and all other rights in the Content furnished by you for use via the Platform, subject only to the nonexclusive rights granted to us under this Agreement and to other users of the Services who are licensed to use the Content pursuant to the terms selected by you in the Distribution Agreement. You will not use the Platform to violate anyone's copyright, trademark, or other intellectual property rights. By submitting Content to the Platform, you are representing that you are the owner of the Content, or that all the copyright interests set forth above have been conferred on PMC and the registered users pursuant to the terms of your Distribution Agreement by the owner(s) of those interests. Submitting Content that is the property of another, without the consent of the owner, is not only a violation of this Agreement, but may also subject you to legal liability for infringement of copyright, trademark, or other intellectual property rights.
b. Grant of License: By uploading your Content, you direct PMC to store your Content on our servers. By submitting Content, you grant PMC a nonexclusive worldwide, royalty-free, fully-paid up license to publicly perform, publicly display, encode, reproduce, modify, publish, transmit, manufacture, and distribute your Content for the purpose of operating the Services, or for any other purpose in connection with the Services. In addition, you grant PMC a nonexclusive worldwide, royalty-free, fully-paid up license to publicly perform, publicly display, encode, reproduce, modify, publish, adapt, transmit, manufacture, distribute, create compilations, and synchronize up to two minutes of each Piece and up to five minutes of your Content for the purpose of promoting Channel X or PMC. Subject to additional terms and conditions you specify through your Distribution Agreement, you may grant a registered user a non-exclusive worldwide license to permit authorized third parties to publicly perform, publicly display, broadcast, encode, reproduce, publish, adapt, transmit, manufacture, distribute and synchronize your Content for purposes of review, commenting, rating, audition, and transmission to the public via multiple channels in all media, including but not limited to terrestrial radio, Internet, digital radio, satellite, and wireless services, and embed the Content using the Services including through a Channel X embeddable player on authorized third-party websites and apps. Subject to the provisions contained in the Term and Termination section below, you may terminate your license to us with respect to some or all of your Content, at any time by closing your Channel X Account on the Website.
Copyright Infringement and Notification Policy
If you are a copyright owner or an agent of the owner and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent (identified below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works on our site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed and information reasonably sufficient to permit PMC to locate the material;
- Information reasonably sufficient to permit PMC to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
- PMC'S designated Copyright Agent to receive notifications of claimed infringement is Terri Olsen, email: copyrightagent@ChannelX.org, fax: 720-565-6692.
- If you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: Terri Olsen.
- Identification of the Content that has been removed;
- A statement that you have a good faith belief that the Content was removed as a result of mistake or a misidentification of the Content;
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement; and
- Your physical or electronic signature.
If a counter-notice is received by the Copyright Agent, PMC may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content in 10 business days. Unless the copyright owner files an action seeking a court order against PMC, the removed Content may be replaced in 10 to 14 business days or more after receipt of the counter-notice at PMC's sole discretion.
Non-endorsement of Content
PMC does not endorse any Content, or any opinion, recommendation, or advice expressed in the Content. PMC expressly disclaims any and all liability in connection with Content.
PMC, publicmedia.co, Channel X and other PMC trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of PMC in the U.S. and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Platform are the trademarks of their respective owners. You are granted no right or license with respect to any of the aforementioned trademarks. Any use of such trademarks, including but not limited to use in connection with any product or service that is not that of the respective trademark owner in any manner that is likely to cause confusion among customers, or that disparages or discredits the respective trademark owner, is strictly prohibited. Contributor grants to PMC and PMC's registered users who enter a Distribution Agreement with you the right to use Contributor's trademark associated with the Content for purposes of identification of the Content.
Representations and Warranties
You represent and warrant that:
- Except as specifically provided by the terms of the Distribution Agreement you select, you acknowledge that PMC, its customers and licensees shall not be required to make any payments in connection with the authorized use of submitted Content including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in the Content, or your licensors, unions or guilds.
- You have the full right and power to enter into and perform this Agreement, and have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement.
- Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize PMC to use or PMC's authorized users to use, your Content.
- The Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of privacy, publicity or performance or literary or dramatic right of any party, or moral rights.
- You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in your Content in order to include their name, voice, performance, or likeness in your Content and to publish the same on the Platform or via any embedded link to the Service.
- The Content complies with all applicable laws and regulations of any Federal, state or local authority.
- The Content does not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
- The Content does not contain, and you will not introduce through data transmission or any other medium, any virus, worm, trap door, back door, or other contaminant that may have the effect or be used to access, alter, delete, damage, or disable the Content or any hardware, software, information or other property of PMC or any third parties.
- The Content does not and will not create any liability on the part of PMC, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, members, or owners.
- All factual assertions that you made and will make to us are true and complete.
Links to Third Party Sites
The Platform contains links to third party web sites ("Third Party Sites"). PMC does not endorse, has not reviewed, cannot control, and is not responsible for the availability of Third Party Sites. You acknowledge that use of Third Party Sites is at your own risk and that PMC is not responsible or liable, directly or indirectly, for any damage or loss you incur in connection with products or services available on Third Party Sites, nor for the accuracy, copyright compliance, legality, decency or other aspect of Third Party Sites.
Commercial Content Prohibited
The Content must not be intended for commercial use. Commercials, infomercials, demos, walkthroughs, advertisements, or any Content that sells or promotes a product or service, advocates on behalf of a candidate, or expresses a view on behalf of any person with respect to a matter of public importance or interest are prohibited. Your Content must comply with Section 399A of the Communications Act (47 U.S.C. Section 399A, as amended), and the rules and policies of the Federal Communications Commission applicable to public broadcast stations. PMC may, in its sole discretion, remove Content that it deems commercial in nature.
Liability for Content
You hereby acknowledge and agree that PMC (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content by other users of the Services. You are solely responsible for all of your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, PMC excludes all liability with respect to all Content and the activities of its users with respect thereto.
PMC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against PMC or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any Content or other materials comprising a part of the PMC's Services. We will in no event be liable for the good faith removal of or disabling of access to any such Content or materials under this Agreement.
You agree to defend, indemnify and hold harmless PMC, its affiliates, subsidiaries, officers, directors, employees, partners and agents, and any parties with whom PMC may contract to provide its services, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your violation of any term of this Agreement; (ii) your violation of any third party right, including without limitation any copyright, property, publicity, or privacy right; or (iii) any claim that the authorized use of your Content caused damage to a third party, to the extent permitted under state law. If any action at law or in equity is brought against PMC, based upon such claim or actions, PMC shall tender defense of such claims or actions to you or your insurer, and upon such tender, it should be your duty or the duty of your insurer to defend such claims or actions without cost or expense to PMC, its officers agents or employees. This defense and indemnification obligation will survive this Agreement.
PMC agrees to defend, indemnify and hold harmless you, your affiliates, subsidiaries, officers, directors, employees, partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from PMC's breach of its representation and warranties in this Agreement. If any action at law or in equity is brought against you, based upon such claim or actions, you shall tender defense of such claims or actions to PMC or PMC's insurer, and upon such tender, it should be PMC's duty or the duty of PMC's insurer to defend such claims or actions without cost or expense to you, your officers agents or employees. This defense and indemnification obligation will survive this Agreement.
Limitation on Liability
Neither you nor PMC shall be liable for any consequential, incidental, indirect, economic, special, exemplary or punitive damages arising from any provision of this Agreement.
PMC Indemnity for Infringement
PMC will defend, or at its option settle, any third party lawsuit or proceeding brought against you based upon or otherwise arising out of a claim that the technology and the processes used in the Platform when used in accordance with this Agreement infringe(s) or misappropriate(s) any patent, copyright, trade secret or trademark of such third party ("IP Claim"). Notwithstanding the foregoing, in no event shall PMC have any obligations or liability under this Section arising from: (a) use of the Platform in a modified form; (b) use not in accordance with this Agreement; (c) continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement; and (d) use of other than PMC's most current release of the Platform. You will defend and indemnify PMC, or at its option settle, in the same manner as provided in this Section, any claims made against PMC for infringement based on any conduct described in subsections (a) through (d) of this subsection.
Following notice of an IP Claim or any facts which may give rise to such IP Claim, PMC may, in its sole discretion and at its option: (a) procure the right for you to continue to use the Platform; (b) replace the Platform; or (c) modify the Platform to avoid the alleged infringement. If PMC determines that it is not commercially reasonable to perform any of these alternatives, PMC shall have the option to terminate the license for the allegedly infringing Services and refund the fees for the Platform actually paid through the date such IP Claim occurs, less depreciation (as applicable) for use assuming straight line depreciation over twenty-four (24) months.
Indemnification provided under this Section by PMC for IP Claims shall be limited to: (a) payment by PMC of all damages and costs finally awarded for such claim; or (b) settlement costs approved in writing by PMC. The foregoing obligations shall exist only if you: (i) promptly notify PMC of such claim; (ii) provide PMC with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (iii) give PMC full control and sole authority over the defense and settlement of such claim. You may join in defense with counsel of your choice at your own expense. PMC shall only reimburse you for expenses you incurred with PMC's prior written approval. THIS SECTION STATES PMC'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PMC'S ALLEGED INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE TECHNOLOGY AND PROCESSES USED IN THE PLATFORM.
PMC maintains liability insurance coverage for PMC, PMC Services and the Platform. The insurance policy does not cover individuals or entities using PMC Services.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you except as specifically provided in this Agreement, but may be assigned by PMC without restriction.
PMC will endeavor to include credits displayed in the Content containing audiovisual works as provided by you. You shall not be entitled to assert any claim or cause of action of any kind against PMC because of the inaccuracy or omission of any credits provided by you. PMC may remove credits from clips PMC uses for promotional purposes.
The Contributor of Content sets the price the Contributor wants to charge others for use of its Piece when entering the Distribution Agreement. The Contributor may also offer a Piece without charging other registered users of the Service. No fee is due PMC for a Piece made available for free to registered users. For a Piece that is not free, PMC charges the Contributor the greater of a minimum transaction fee of $100 or 10% of receipts from a purchased Piece or relating to the purchase of curated Content. Any third party payment processing charges will be deducted from Contributor's receipts. Payment to PMC will be deducted out of receipts for paid Pieces or for curated Content and the net receipts (after deduction of payment processing fees and PMC's fee) will be distributed to the Contributor's bank account identified in the Contributor's Channel X Account. PMC charges Individual Members and Reporting Collaboration Members fees indicated in its schedule of Membership costs. PMC reserves the right to change the fees to promote Membership from time to time. In addition, PMC reserves the right to sell national underwriting on the Platform without compensation to a Contributor.
Changes to the Platform, Accounts and Pricing
PMC reserves the right to change, modify, withdraw or discontinue any of the features, services and functionalities of the Platform at any time and for any reason with or without notice. PMC also reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual geographic areas only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, PMC shall use reasonable efforts to notify registered users of such decision in advance. You hereby agree that PMC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Platform, Website and/or any Services that PMC may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Platform, the Services or any part or parts thereof, or your ability to use or access the same from or within any territory or territories. PMC may change the features of any type of account, may withdraw or introduce new types of accounts at any time and for any reason, and may change the prices charged for any of its Channel X Accounts from time to time. In the event of any change(s) to the pricing or features of any Channel X Account, such change(s) will be communicated by posting a notice on our Website and will only take effect with respect to any subsequent use of your Channel X Account. In all other cases, where PMC proposes to make changes to any type of account for which you have registered, and these changes are material and to your disadvantage, PMC will notify you of the proposed changes by sending an email to the then current email address that we have for your Account at least six (6) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Term and Termination section below during such six (6) week period, your continued use of your Channel X Account after the end of that six (6) week period will constitute your acceptance of the changes to your Channel X Account.
Term and Termination
Either party may terminate this Agreement with respect to any or all Services at any time by so notifying the other party. The Agreement will terminate upon closing of your Channel X Account, or the latter of actual receipt of notice of termination or five (5) business days after such notice was sent to the other party's email address, whichever is sooner. PMC shall use reasonable efforts to discontinue registered user access to the Content promptly upon termination; however, due to your participation in certain Services and promotions, your Content may remain accessible following termination.
Licenses granted to PMC with respect to audio, images or audiovisual works will terminate automatically when you remove Content from your Channel X Account or your Account is terminated, subject to the terms of the next paragraph. Licenses with respect to comments and other contributions that you make to the Platform will be perpetual and irrevocable, and will continue notwithstanding termination of the Agreement.
You hereby acknowledge and agree that after your Content has been distributed through a Distribution Agreement, PMC is not obligated to ensure the deletion of your Content distributed to third parties. Rather, the terms of your Distribution Agreement would control the license of the Content. PMC is not obligated to require any user of the Platform to delete any items of your Content from any servers or systems operated by third parties, or to require that any user of the Platform of an embedded service deletes any item of your Content. It will be your responsibility to terminate of your Distribution Agreements. You understand and agree that PMC may retain, but not display, distribute, or perform, server copies of Content that have been removed or deleted.
Obligations to pay sums due you under a Distribution Agreement shall survive termination. Also, Sections entitled "Intellectual Property," "Term and Termination," "Representations and Warranties," "Disclaimer," and "Miscellaneous" shall survive termination.
You may cancel your Account and use of Services by contacting us via email at info@ChannelX.org.
UNLESS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, PMC SERVICES AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE. WITHOUT LIMITATION, WE DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE PMC SERVICES OR PLATFORM WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
Failure of either of the parties to complain of any act or omission by any one or both of the other parties, no matter how long the same may continue, shall not be deemed a waiver of any rights in this Agreement.
Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws. All disputes arising out of this Agreement shall be exclusively resolved and adjudicated in the Federal and State Courts of Colorado.
All notices required to be given under this Agreement shall be given via email or in writing, either by personal delivery or by mail or by fax, to the parties at their respective addresses as set forth in your Account. Notices to PMC shall be given to:
Public Media Company
4845 Pearl East Circle, Suite 101
Boulder, CO 80301
This Agreement contains the entire and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes and terminates all prior or contemporaneous arrangements, understandings, and agreements, whether oral or written. To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable, the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. The headings used herein are used only for convenience of reference and are not to be considered a part of this Agreement or used in determining the intent of the parties.
Effective Date: January 9, 2017
This license can change, please review closely before agreeing
This Distribution Agreement ("Agreement") is a contract between __________, the Provider of certain Content and __________, the Distributor of that Content.
Attachment A collects basic additional information about Provider, Distributor, and the Content. Attachment B contains definitions of Defined Terms. Attachment C contains payment terms that may be specified by Provider. Unless otherwise indicated in Section 4.2(d), Distributor is a governmental or not-for-profit entity that will distribute the Content on a noncommercial basis.
1. RELATIONSHIP OF THE PARTIES.
Provider and Distributor acknowledge and agree that the relationship between them is that of independent contractors. This Agreement does not create an agency, partnership or joint venture between them.
2. DEFINED TERMS.
Certain terms (“Defined Terms”) in this Agreement have specific legal meanings that are defined in the text of this Agreement or in Attachment B hereto. Defined Terms are capitalized.
3. EFFECTIVE DATE.
This Distribution Agreement shall become effective on the Effective Date (as defined in Attachment B), subject to the terms and conditions set forth below.
4. GRANT OF LICENSE TO DISTRIBUTOR:
Pursuant to the terms and conditions of this Agreement, Provider grants Distributor a non-exclusive License to Reproduce, Display, Distribute and Publicly Perform the Content on the platforms selected by Provider in Section 4.2 of this Agreement.
4.1 The Content to be Distributed is (select one or both):
4.2 Distribution rights specified by Provider:
c. Internet Transmission (via Distributor platforms, Channel X player or Distributor VOD and OTT Apps) for either Audio or Video Content
d. Type of entity
e. Number of Releases
The following number of releases are granted for Broadcast:
4.3. Term of License Granted by Provider:
4.4 Editorial Rights Granted to Distributor:
5. GEOGRAPHIC SCOPE OF RIGHTS GRANTED (TO BE SPECIFIED BY PROVIDER):
6. PAYMENT TO PROVIDER:
If Provider requires payment for the License, Distributor shall pay Provider a License Fee as set forth in Attachment C. Payment of provider is due within ten (10) business days of the Effective Date of this Distribution Agreement and thereafter as specified in Attachment C.
7. REPRESENTATIONS AND WARRANTIES OF PROVIDER.
Provider represents and warrants as follows:
a. Provider has the right and power to enter into and perform this Agreement according to its terms.
b. The person signing this Agreement has the authority to sign on behalf of Provider and to make Provider’s representations, warranties and commitments set forth in this Agreement.
c. The Content is entirely an original work by Provider, or Provider has obtained all rights, licenses, consents and permissions necessary for Distributor to distribute the Content pursuant to the terms of this Agreement.
d. If distributed pursuant to the terms of this Agreement, the Content will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of privacy, publicity or performance or literary or dramatic right of any party, or moral rights.
e. Provider has obtained any and all necessary consents, permissions and/or releases necessary to include the name, voice, performance, or likeness of persons appearing in the Content and to distribute the Content pursuant to the terms of this Agreement.
f. Distribution of the Content will not violate applicable laws and regulations of any federal, state or local authority, including the Sponsorship Identification requirements and Indecency Policy of the FCC. The Content is not defamatory, obscene, or indecent.
g. In Provider’s good faith judgment, the Content is not offensive, racist, ethically or culturally offensive, does not promote violence, terrorism, or illegal acts, and does not incite hatred on grounds of race, gender, religion or sexual orientation.
h. As delivered to PMC, the Content does not contain any virus, worm, trap door, back door, or other contaminant that may be used to access, alter, delete, damage, or disable the Content or any hardware, software, information or other property of Distributor or any third parties.
i. Distribution of the Content pursuant to the terms of this Agreement will not create liability on the part of Distributor, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, members, or owners.
j. All factual assertions by Provider in this Agreement are true and complete.
k. The Content complies with the FCC’s closed captioning and video description requirements set forth in Part 79 of the FCC’s Rules, or that the Provider has obtained from the FCC an exemption from captioning. If Provider has received an exemption from captioning, a copy of FCC ruling granting exemption is uploaded hereto. Provider’s captioning of Content shall use Internet protocol that complies with the Society of Motion Picture and Television Engineers Timed Text format (SMPTE ST 2052-1:2010) or alternative technical format as agreed to by the Distributor.
l. Non-dramatic musical compositions contained in the Content are either (i) registered with ASCAP, BMI, or SESAC; (ii) within the public domain; or (iii) are owned or licensed by Provider for distribution in accordance with the terms of this Agreement.
8. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR.
Distributor represents and warrants that:
a. Distributor is authorized to enter into this Agreement on behalf of the forms of distribution authorized in Section 4.2.
b. The person signing on behalf of Distributor has the authority to enter into this Agreement and to make the representations, warranties and commitments of Distributor, as set forth in this Agreement.
c. Distributor accepts the restrictions specified by Provider in Sections 4 - 6 above.
d. Distributor will make any payments to Provider required by this Agreement and Attachment C hereto.
e. All factual statements by Distributor in this Agreement are true and complete.
f. Upon expiration of this Agreement, or termination pursuant to Section 16 below, Distributor shall cease all distribution of the Content.
g. As between Provider and Distributor, Distributor shall be solely responsible for paying all copyright royalties necessary to publicly perform musical compositions registered with ASCAP, BMI or SESAC and sound recordings registered with SoundExchange.
9. INDEMNIFICATION OF DISTRIBUTOR BY PROVIDER.
Provider agrees to indemnify and hold harmless Distributor from and against any and all third-party claims, including damages, liabilities, costs, expenses and reasonable attorney's fees, arising out of any breach of Provider’s representations and warranties set forth in Section 7 above. If an action at law or in equity, based upon such claims or actions, is brought against Distributor, Distributor shall promptly notify Provider and shall tender the defense of the claims or actions to Provider or Provider’s insurer. Upon such tender, it shall be the duty of Provider or Provider’s insurer to defend such claims or actions without cost or expense to Distributor, its officers, agents or employees; provided, however, that Distributor, may at its own cost and expense, choose to participate in the defense of such claims or actions and to be represented by its own counsel or by counsel of the indemnifying party.
10. INDEMNIFICATION OF PROVIDER BY DISTRIBUTOR.
Distributor agrees to indemnify and hold harmless Provider against any and all third-party claims, including damages, liabilities, costs, expenses and reasonable attorney's fees, arising out of any breach of Distributor’s representations and warranties set forth in Section 8 above. If an action at law or in equity, based upon such claims or actions, is brought against Provider, Provider shall tender the defense of the claims or actions to Distributor or Distributor’s insurer, and upon such tender, it shall be the duty of Distributor or Distributor’s insurer to defend such claims or actions without cost or expense to Provider, its officers, agents or employees; provided, however, that Provider may, at its own cost and expense, participate in the defense of any such claims or actions and be represented by its own counsel or by counsel of the indemnifying party.
11. INDEMNIFICATION OF PMC BY DISTRIBUTOR AND PROVIDER.
Provider agrees to indemnify and hold harmless PMC from and against any and all claims, damages, liabilities, costs and expenses (including all reasonable legal fees) arising out of any breach of its representations and warranties set forth in Section 7. Distributor agrees to indemnify and hold harmless PMC from and against any and all claims, damages, liabilities, costs and expenses (including all reasonable legal fees) arising out of any breach of its representations and warranties set forth in Section 8. Provider and Distributor shall each have the right, at its sole cost and expense, to participate in the defense of any action brought against PMC.
12. LIMITATION OF LIABILITY.
Neither Provider nor Distributor shall be liable for any consequential, incidental, indirect, economic, special or exemplary or punitive damages arising from any provision of this Agreement. This limitation of liability shall not apply to intentional wrongdoing or willful misconduct by a party or to third party claims alleging copyright infringement.
During the performance of this Agreement, Provider and Distributor will comply with all applicable state and federal laws and regulations (including FCC regulations and restrictions on grants by the Corporation for Public Broadcasting) that prohibit discrimination based upon an individual’s race, color, religion, age, gender, handicap or national origin.
During the License Term of this Agreement, and for a period of one (1) year thereafter, Distributor will maintain an errors and omissions insurance policy that covers claims regarding the Content of up to $1,000,000 per claim.
Except in the case of a disposition of substantially all of the assets of the assigning party, this Agreement may not be assigned without first obtaining the express written consent of the other party.
a. By Provider
The rights granted by Provider terminate upon the expiration of the License Term or upon any material breach of this Agreement by Distributor, which is not cured within ten (10) business days after Provider delivers a written notice of breach by Distributor and an explanation of the steps required to remedy the breach. A failure of Distributor to make any payment, when due, to Provider shall be deemed a material breach.
a. By Distributor
Distributor may terminate this Agreement upon any material breach by Provider, which is not cured within ten (10) business days after Distributor delivers a written notice of breach by Provider and an explanation of the steps required to remedy the breach. Upon receipt of a claim that the Content infringes any copyright or other intellectual property right of a third party, Distributor may suspend distribution of the Content until the claim is withdrawn or resolved.
Distributor shall keep records of the distribution of the Content and make such records available to the Provider or its representatives upon reasonable prior written notice. Records of the distribution of Content shall be adequate to verify that the Content has been distributed in compliance with the rights and restriction specified by Provider in Sections 4 – 6 of this Agreement. If Provider has elected payment for the Content, Distributor shall keep financial and accounting records sufficient to identify all payments received for the Content and to verify that all payments due to the Provider were paid in accordance with Section 6 and Attachment C of this Agreement. Such financial and accounting records including, but not be limited to, bank records, ledgers, accounts, journals, and audits, shall be made available to Provider or its representatives upon reasonable written notice.
18. ENTIRE AGREEMENT.
This Agreement, including Attachments A, B and C, contains the entire understanding of the parties and may not be changed or modified except by an amendment signed by both parties.
Provider and Distributor will promptly notify the other party of any changes in the information provided in Attachment A.
The terms of this Distribution Agreement are hereby
Information about Distributor, Provider and the Content.
1. PROVIDER INFORMATION.
|Address (will remain private)||,|
|Phone # (will remain private)|
2. DISTRIBUTOR INFORMATION.
|Call Sign of Station(s)||__________|
|Identification of Non-broadcast Media||__________|
|Station Footprint in Households||__________|
|Select All That Apply||
Free to air
Own a radio station
|Programming? (are you responsible for programming the station?)||
|Scheduling? (are you responsible for scheduling programming for the station?)||
|Produce? (are you responsible for producing programming for the station?)||
3. DESCRIPTION OF CONTENT.
As used in the foregoing Distribution Agreement, the following terms shall have the meanings set forth below:
Audiovisual means Content that consists of a series of related images together with accompanying sounds.
Cable means transmission by coaxial or fiber-optic cable for television reception in private living places, without charge for viewing the Content, other than a periodic service charge (i.e. not a premium or pay-per-view charge).
Content includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual works, interactive features, Secondary Assets (defined below) and other materials Provider makes available to Distribute.
Direct Broadcast Satellite means transmission by satellite to terrestrial reception dishes, for viewing the Content in private places without a charge to the viewer, other than periodic service charge (i.e. not a pay-per-view or premium charge).
Display means to make the work, including individual images or pictorial or graphic elements of the work, available to the public.
Distribute means to publicly Perform the Content by making it available to the public on platforms authorized by this Distribution Agreement.
Distribution Agreement (“the Agreement”) is the arrangement between Provider and Distributor, which upon completion by Provider and acceptance by Distributor, becomes a legally binding contract between them. Sections 4 – 6 enable Provider to select a number of options that establish the terms on which Provider wishes to License the Content. Once selected by Provider, these terms constitute an offer, which Distributor may accept by checking the “Accepted” box above.
Effective Date is the date on which the terms of this Agreement are accepted by Distributor.
Indecency Policy. The FCC prohibits the broadcast of any “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. (See 18 U.S.C. § 1464 and 47 C.F.R. § 73.3999). Under current FCC policy, material is considered indecent if it depicts or describes sexual or excretory organs or activities in terms that are patently offensive as measured by contemporary community standards for the broadcast medium.
Internet Transmission includes, but is not limited to, “narrow band” Internet service (i.e. below 56k dial-up modem connections), “broad band” Internet service (i.e. 56k or above dial-up modem connections), OTT, VOD, and all other forms of Internet transmission, whether now known or hereafter discovered.
License. The License granted by this Distribution Agreement is the non-exclusive right to Reproduce, Display, Distribute and publicly Perform the Content, subject to the provisions of Section 4 of this Agreement.
Over-the-Top (OTT) means the delivery of Content over the Internet by an Internet provider that is not responsible for or able to control the Content.
publicly Perform means to make the work available to the public by any means, process or medium, including broadcast, cable, satellite or digital media such as the Internet.
Radio means over-the-air broadcast of Content for listening to the Content in private living spaces, without charge to the listener.
Reproduce means to make copies of the Content by any means or process.
Secondary Assets are media assets that Distributor may use in connection with the Content. Secondary Assets may include supplemental or alternative footage, audio, commentary, promos, closed caption files, scripts, social media transmissions, or any other content to which Producer has distribution rights and which Producer chooses to upload from time-to-time. By uploading Secondary Assets, Provider licenses Distributor to excerpt, edit or use the Secondary Assets, in Distributor’s discretion, to identify, promote, explicate, or enhance the value of the Content.
Sponsorship Identification Requirements. Provider must disclose all “sponsors” of the Content to Distributor so that any broadcast can air any required sponsorship identification. The Communications Act (47 U.S.C. § § 317 and 507) and FCC regulations (47 C.F.R. § 73.1212) require that “sponsors” – those who provide or promise to provide consideration in exchange for the broadcast of any material – must be identified when the material they sponsor is broadcast.
Streaming includes the Public Performance of the Content by any form of Internet Transmission.
Television means over-the-air broadcast of Content for viewing the Content in private living spaces, without charge to the viewer.
Video Content means works that consist of a series of related images and accompanying sound, which can be shown by the use of machines or devices, such as projectors, viewers or television sets.
Video on Demand (VOD) means a system which allows users to watch or listen to content through a computer or other device that enables the user to select the Content at a time chosen by the user.
If Provider requires a Licensee Fee for the distribution of the Content, Distributor shall make the following payments to Provider:
No payment required