National Public Radio, Inc. (“NPR”) is making available to your public radio station (“you”), in your capacity as an NPR member station (“NPR Member Station”) and/or a station eligible, as determined by the Corporation for Public Broadcasting (“CPB”), to receive funding from CPB (“CPB-Qualified Station”) and/or a station eligible, as determined by CPB, to enter into CPB’s Preferred iBiquity Agreement (“CPB License-Eligible Station”), the software for managing Program Associated Data made accessible for download on the “software” page of the nprlabs.org Web site (“Software”). This Software License Agreement (the “Agreement”) states the terms under which you are permitted to download and use the Software. Only NPR Member Stations and CPB-Qualified Stations and CPB License-Eligible Stations are eligible to download and/or use the Software; if you are not eligible, you must leave this area.
By clicking the Accept button at the end of this Agreement, you agree that you are eligible to download and/or use the Software, have read and understand this Agreement, agree to its terms, and are authorized to do so. NPR reserves the right to revise this Agreement without notice to you; clicking the Accept button constitutes consent to the Agreement then in effect. The Agreement in effect at the time you download any Software shall govern the parties’ rights and obligations with respect to such Software.
LICENSE: NPR hereby grants you a nonexclusive, nontransferable, limited license to use the Software in the United States solely for your own internal use in managing Program Associated Data. You may not modify or create derivative works of the Software. You may not assign, transfer, sublicense, rent, or lease the Software to any other party, or permit any other party to use the Software. You may not reverse engineer, decompile, or disassemble the Software except to the extent required to obtain interoperability with other independently created software or as specified by law. You may copy the Software only as necessary for use as authorized under this Agreement or for backup purposes, provided that on termination of this Agreement, you must erase all such copies from computer memory and storage media.
TERM AND TERMINATION: This Agreement shall continue perpetually unless terminated as provided in this paragraph. You may terminate this Agreement at any time; termination, however, shall not relieve your obligations specified in this paragraph. If you breach this Agreement, NPR may immediately terminate this Agreement. Termination of this Agreement shall not limit either party from pursuing other remedies available to it. The parties’ rights and obligations under this paragraph and all those in the paragraphs below shall survive termination of this Agreement. On termination, you shall immediately cease using, and shall return or destroy, all copies of the Software.
RIGHTS: The Software is copyrighted by NPR. You hereby acknowledge NPR’s copyright in the Software regardless whether a copyright notice appears on the Software or whether NPR’s copyright in the Software has been registered with the U.S. Copyright Office. NPR retains all title, copyright, patent, trade secret, and other proprietary rights in the Software and any modifications thereof. You do not acquire any rights in the Software other than those specified in this Agreement. You agree not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software or from any authorized copies you make of the Software.
TRADEMARKS AND DISCLAIMER: NPR® is a registered trademark of National Public Radio, Inc. All other product names and other trademarks used within the Software and/or any documentation or other materials are the property of their respective owners. Those trademarks are used by NPR for informational purposes only, and are not intended to imply any affiliation with or endorsement by the trademark owners. NPR does not endorse any software, hardware, or other products or services.
CONFIDENTIALITY: You agree to keep the Software confidential and to protect its confidentiality using at least the same degree of care you use to protect the confidentiality of your own confidential information of a similar nature (using in no event less than a reasonable degree of care).
WARRANTY DISCLAIMER: NPR IS PROVIDING THE SOFTWARE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, NPR DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION AND PERFORM AS DESCRIBED IN ANY DOCUMENTATION OR OTHER MATERIALS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEM, OR DATA. NPR DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM VIRUSES, AND NONINFRINGEMENT. NPR is under no obligation to correct errors in the Software, or to provide updates or improvements for the Software, or to make technical support services available for the Software, or to reply to inquiries about the Software.
LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NPR SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE SOFTWARE OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF NPR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNITY: You will defend and indemnify NPR against all claims and damages arising from any breach of this Agreement by you or from your downloading or use of the Software.
EXPORT: You agree to comply fully with all laws and regulations to assure that the Software or any direct product thereof is not exported, directly or indirectly, in violation of law.
GENERAL TERMS: This Agreement represents the entire understanding between you and NPR concerning the Software. Except as otherwise provided above with respect to NPR’s right to revise the Agreement, it may not be modified or amended except in writing signed by authorized representatives of both parties. Unless prohibited by applicable law, this Agreement shall be governed by and construed under District of Columbia law without regard to its choice of law rules, and, where applicable, the laws of the United States. Any disputes under this Agreement or relating to the Software shall be litigated in the local or federal courts located, and the parties hereby consent to personal jurisdiction and venue, in the District of Columbia.
RECORDS OF THIS AGREEMENT: You hereby agree that this Agreement and your acceptance of this Agreement will be deemed for all purposes to be (a) business records originated and maintained in documentary form, (b) a “writing” or “in writing,” (c) “signed,” and (d) an “original” when printed from electronic files or records established and maintained in the normal course of business. You further agree not to contest the validity or enforceability of this Agreement under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the parties to be bound thereby, and agree that this Agreement will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form.
Clicking the Accept button indicates that you are eligible to download and/or use the Software, have read and understand this Agreement, agree to its terms, and are authorized to do so. If you do not agree to this Agreement’s terms or are not authorized to do so, click the Do Not Accept button, and do not download and/or use the Software.
