THIS DIGITAL CONTENT MANAGEMENT SYSTEM AGREEMENT (this “Agreement”) is made on the day it is digitally accepted by and between Baron Services, Inc. (“Baron”) and the accepting party (“Licensee”). By using the DCMS, Licensee agrees to the terms and conditions of this Agreement.
- LICENSE: Subject to the terms and conditions of this Agreement, Baron hereby grants to Licensee a limited, non-transferable, non-sublicensable license to use the Baron Digital Content Management System (“DCMS”) solely for use with the Baron products and applications (the “Baron Products”) used by the Licensee in connection with the DCMS.
- BARON PRODUCTS. This Agreement sets forth the rights and obligations of the Licensee solely with respect to Licensee’s use of the DCMS. Additional terms related to the Licensees’ use of the Baron Products are set forth in separate agreements.
- DISCLAIMER OF WARRANTY: BARON DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER, WITH RESPECT TO THE DCMS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHER, NEITHER BARON NOR ANY PERSON OR ENTITY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF WEATHER DATA (“DATA”) HOSTED ON THE DCMS OR DISTRIBUTED IN CONNECTION WITH THE BARON PRODUCTS SHALL BE LIABLE FOR ANY DIRECT, OR INDIRECT OR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE DATA, EVEN IF BARON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO THE DCMS AND DATA IS BEING PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS AND BARON DOES NOT REPRESENT THAT THE DATA WILL NEVER BE SUSPENDED, RELOCATED, TERMINATED, OR TEMPORARILY UNAVAILABLE.
- LIMITATION OF LIABILITY: Data is provided for informational purposes only and not for Safety-of-life purposes. Data is obtained from various sources and is transmitted to a central collector and broadcast point. Equipment failure, accidental damage, vandalism, acts of God, and other circumstances beyond the control of Baron, may interrupt access to the DCMS or Data. Baron agrees only that it will utilize commercially reasonable efforts to provide continuous, uninterrupted service to Licensee but does not warrant or guarantee that there will be no interruption in service. Licensee agrees that Baron shall not be liable in any fashion or manner for any damage, loss, cost or liability incurred by Licensee which may arise out of or result from an interruption of service. Baron assumes no responsibility for, and Licensee releases and discharges Baron from, any and all liability or damages, whether direct or indirect, consequential, incidental, express or implied related to the Licensee’s use of the DCMS or the receipt, use, non-receipt or reliance upon the Data, or any resultant injury, death or damage to any person or property therefrom. Licensee shall indemnify, defend, and hold harmless Baron, its officers, directors, employees, third-party contractors, and assigns from and against any and all damages, claims, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to Licensees’ use of the DCMS and the Data.
- END-USER SUBMITTED MEDIA. Baron may use the Baron Products to host end-user submitted media, including text, photographs, and videos (“End-User Media”). To the extent Licensee holds rights in such materials, Licensee hereby grants to Baron an irrevocable, world-wide, royalty-free, transferable, and sublicensable license to use, display, reproduce and distribute any media submitted to Baron Licensees’ end-users. Licensee acknowledges and agrees that Baron has no control over the media submitted by end-users and Baron shall have no liability to Licensee for any illegal, defamatory, harmful, obscene, threatening, vulgar, profane, or racially, ethically or otherwise objectionable content displayed on or through the DCMS or the Baron Products.
- SCREENING OF END-USER MEDIA. Licensee shall review all End-User Media submitted by Licensee’s End-Users. End-User Media will only be available on the DCMS and not to end-users unless and until Licensee selects such End-User Media for general distribution. Licensee shall not approve for general distribution any End-User Media that is illegal, defamatory, harmful, obscene, threatening, vulgar, profane, or racially, ethically or otherwise objectionable. Licensee shall indemnify, defend, and hold harmless Baron, its officers, directors, employees, third-party contractors, and assigns from and against any and all damages, claims, losses, costs and expenses (including reasonable attorneys’ fees) incurred by Baron arising out of or related to Licensees’ failure to screen End-User Media in accordance with this Section.
- LICENSEES’ OBLIGATIONS: Subscriber represents, warrants, covenants and agrees that: a) it has the right to enter into this Agreement and to grant the rights granted in it; b) it will only use the DCMS and Baron Products for lawful purposes and shall not under any circumstances do any of the following: i) use the DCMS and Baron Products to upload or otherwise transmit any illegal, defamatory, harmful, obscene, threatening, vulgar, profane, or racially, ethically or otherwise objectionable material; ii) use the DCMS and Baron Products to upload or otherwise transmit files that knowingly contain a virus or otherwise corrupted data; or iii) use the DCMS and Baron Products to violate the legal rights (including the rights of privacy and publicity) of others.
- TERMINATION: Either party may terminate this Agreement at any time by providing written notice to the other party. Baron may terminate this Agreement without notice in the event that Licensee is in breach of any of the terms of this Agreement.
- DATA/TEXT MESSAGE CHARGES: Licensee and its end-users may be subject to fees and charges related to communications sent and received through the DCMS and Baron Products.
- USE RESTRICTIONS: The Data may only be used in accordance with the terms of conditions of the Baron Products.
- PRIVACY POLICY: Baron collects personal information from end-users of the Baron Products. The personal information that Baron includes the end-user’s name, organization, title, address, phone number, and email address. Further, Baron may collect data from end-users’ devices, including location data. Baron may share such personal information with Baron’s commercial partners. Licensee shall require its end-users to accept Baron’s privacy policy as condition to each end-user’s use of the Baron Products and receipt of the Data.
- CONSTRUCTION AND JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its choice of law provisions. Subscriber consents to the personal jurisdiction and venue of the courts of the State of Alabama and the U.S. District Court for the Northern District of Alabama. Subscriber hereby irrevocably submits to the sole and exclusive jurisdiction of such courts and waives any present and future objection.
