This Snack Media End-User License Agreement (“Agreement”) is a legal agreement between you (a single entity) and Snack Media Ltd (“Snack Media”) for use of any Snack Media Widget (as defined below). By copying or otherwise using the Snack Media Widgets you agree to be bound by the terms of this Agreement. Snack Media may modify the terms of the Agreement at any time with or without notice. If you do not agree to the terms of this Agreement, please do not copy or otherwise use the Snack Media Widgets.
The “Snack Media Widgets” are graphic and text widgets comprised of static elements, such as the FootballFancast.com logo, and dynamic elements, which include, but are not limited to, photographs, headlines, football statistics. The “Snack Media Widgets” in some cases also include user generated content such as text comments, videos and images.
Each Snack Media Widget is licensed as a single unit and its component parts may not be separated for individual use apart from the Snack Media Widget.
As a condition of your use of any Snack Media Widget, you agree as follows:
1.1 The Snack Media Widget may only be downloaded and displayed on a Qualified Website. A “Qualified Website” means your website must: (i) be an online, personal, noncommercial journal or diary (e.g. a .blog.); or (ii) primarily be related to sport; and (a) offer sport and sport related content, including, but not limited to, sport news, sport related editorial; and (b) must not contain content of a sexual nature, explicit language or abusive / racially abusive content.
1.2 Snack Media grants you a limited, non-transferable, personal, royalty-free, non-exclusive license solely to download and display the Snack Media Widgets on your Qualified Website. The foregoing license is non-sublicensable, with the limited exception that you may sub-license it to third party website designers, webmasters and other providers of similar services, for the sole purpose of enabling such providers to assist you in downloading and displaying the Snack Media Widgets on your Qualified Website and provided that such providers will be subject to the same obligations as you under this Agreement.
1.3 Except as permitted in Section 1.2, you agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Snack Media Widgets or any part thereof, whether by operation of law or otherwise.
1.4 You will not cause, permit or authorise any modification of the Snack Media Widgets, which includes separation into component parts or creation of derivative works.
1.5 All right, title, and interest in and to the Snack Media Widget, including all intellectual property rights therein, shall remain the exclusive property of Snack Media and/or its licensors. You acknowledge and agree that the Snack Media Widgets are licensed, not sold.
2. Use of Snack Media Widgets
2.1 You may not directly or indirectly change, edit, add to, copy or extract content from or produce summaries of the Snack Media Widgets. In particular, you will not display any Snack Media football statistics or editorial content on your website outside of the Snack Media Widgets.
2.2 Snack Media has absolute editorial control over all Snack Media Widgets and Snack Media content, which Snack Media may modify, in whole or in part, at any time without prior notice.
2.3 YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALISE THE Snack Media WIDGETS OR Snack Media CONTENT IN ANY WAY.
3. Representations and Warranties
3.1 You represent and warrant to Snack Media that: (i) you have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; and (iii) you will comply with all local, state and federal laws, ordinances, regulations and orders with respect to your performance under this Agreement.
3.2 You shall not, and shall not allow or authorise any third party to, use or display a Snack Media Widget on any website that, in Snack Media’s sole opinion, falls into any one or more of the following categories:
i) sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief;
ii) sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security;
iii)sites which are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content;
iv)sites that disparage or in any manner tarnish or diminish the image or reputation of Snack Media or its affiliates.
3.3 You shall not, and shall not allow or authorise any third party to, remove, deface, obscure, or alter Snack Media’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Snack Media Widget or any other content, materials and documentation provided hereunder.
Snack Media, the FootballFanCast.com logo and all other product or service names or slogans displayed on Snack Media Widgets are registered and/or common law trademarks of Snack Media Ltd. in the UK and/or other countries. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. All contents of the Snack Media website are: ©2014 Snack Media Ltd. All rights reserved. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Snack Media.
5. No Endorsement
You may not directly or indirectly suggest any endorsement or approval by Snack Media of your Site or any non-Snack Media entity, product or content or any views expressed within your site or service.
You agree to defend and indemnify Snack Media, its subsidiaries and corporate affiliates and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of your: (i) breach of this Agreement or any documents referenced herein, if any; (ii) violation of any law or the rights of a third party; or (iii) use of this website.
7. Disclaimer and Limitation of Liability
7.1 Snack Media Widgets are made available by Snack Media on an “as is” and “as available” basis and Snack Media disclaims all implied warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any Snack Media Widget, the Snack Media website and any content thereon.
7.2 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Snack Media BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ANY OF THE Snack Media WIDGETS, THE Snack Media WEBSITE, AND ANY AND ALL CONTENT ON, OWNED, LICENSED, OR DISPLAYED BY Snack Media ON THE Snack Media WEBSITE, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE Snack Media WIDGETS, Snack Media WEBSITE OR ANY CONTENT THEREON, EVEN IF Snack Media AND/OR ITS AFFILIATES AND /OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.1 You may terminate this Agreement and the license granted herein at any time by removing all copies of the Snack Media Widget from your Site, all hard drives, networks and other storage media.
8.2 Snack Media may restrict, suspend or terminate any of the Snack Media Widgets, the Agreement, the license granted herein or your access to any Snack Media Widget or Snack Media website at any time with or without reason. You agree to remove all copies of any Snack Media Widget in use upon receiving notice of termination from Snack Media.
8.3 Sections 1.5 and 9 will survive any cancellation or termination of this Agreement.
9.1 In the event you receive any inquiries which relate to Snack Media or any Snack Media Widget, contact us promptly with such inquiries at: widgets@Snack-Media.com.
9.2 This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.
9.3 If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and controlled by the laws of the Commonwealth of Massachusetts, and the parties’ further consent to exclusive jurisdiction and venue in the federal courts sitting in Suffolk County, Massachusetts. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorised by applicable law or court rule. Any failure or delay by Snack Media in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.
Rev date: March 2014