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Crutchfield® RSS Feeds - Terms and Conditions

BY DOWNLOADING A RSS FEED ("FEED") FROM CRUTCHFIELDADVISOR.COM, YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE FEED. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Crutchfield New Media LLC. ("Crutchfield") may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Your continued use of the feed following the posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

  1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by Crutchfield, Crutchfield hereby grants you, during the Term, a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your Web site ("Site") the headlines, active links, or other source identifiers, and other information or materials, including any promotional taglines that you specifically select to receive from Crutchfieldadvisor.com (collectively, the "Content") through the Feed, so long as you do not change, edit, or delete any of the Feed. Crutchfield may restrict, suspend or terminate your access to any aspect or all of the Feed at any time without liability. Crutchfield reserves the right to modify the Feed at any time at Crutchfield's sole discretion. You acknowledge that the Feed availability is subject to change at Crutchfield's sole discretion.

  2. RESERVATION OF RIGHTS. The Feed 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 Feed, and any copies or portions thereof, shall remain in Crutchfield. In addition, any additional programming or technology provided by Crutchfield in connection with the delivery of the Feed or otherwise shall remain the sole property of Crutchfield and no part thereof shall be deemed assigned or licensed to you. Crutchfield retains all rights to the Feed not expressly granted to you under Section 1 of this Agreement.

  3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless otherwise consented to by Crutchfield in writing, you may not, directly or indirectly: (a) sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Feed or any portion thereof; or delete or fail to display any promotional taglines included in theFeed; (b) rent, lease, or otherwise transfer rights to the Feed; (c) display the name, logo, trademark or other identifier of another person (except for Crutchfield) 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 Feed on the Site; (d) remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or date-line or other mark or source identifier included on the Feed, including without limitation, the size, color, location or style of Crutchfield's 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 Crutchfield; or (g) use the Feed on any Site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18 promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual or on any Site whatsoever that Crutchfield, in its sole and absolute discretion, objects to, or use the Feed in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.

    Unless otherwise permitted by Crutchfield in advance in writing, you will: (i) display the Feed on your Site in the exact form received by you, and not modify or edit any of the foregoing without Crutchfield's prior written consent; (ii) ensure that the fundamental meaning of the Feed is not changed or distorted; (iii) comply with all applicable laws and all limitations and restrictions (if any) placed by Crutchfield on the use, display or distribution of any Feed ("Usage Restrictions"); (iv) give Crutchfield complete and accurate registration information when requested to do so; and (v) not archive any of the Feed for access by users at any future date after the Feed has been removed from your Web site. You acknowledge that the Feed must link and redirect to the appropriate Crutchfieldadvisor.com Web page when a user clicks on the Feed. You shall not display the Feed in a way that does not allow for successful linking and redirection to, and delivery of, Crutchfieldadvisor.com's Web page, nor may you frame any Crutchfieldadvisor.com Web page. You must always stipulate that the Feed is supplied by Crutchfieldadvisor.com and is protected by copyright and owned by Crutchfield New Media LLC.

    Crutchfield assumes no liability for your activity in connection with the Feed or for the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal activity will 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 the Feed. If you use, or attempt to use, the Feed in a manner beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by Crutchfield, 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 the Feed, then, in addition to termination of this Agreement, you may be subject to appropriate legal and equitable action.

  4. WARRANTY DISCLAIMER. You represent and warrant to Crutchfield that your Mark(s) and/or content on your Web site, other than the Feed, do not and will not infringe any trademark, 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 any and all applicable laws. Neither Crutchfield nor Crutchfieldadvisor.com shall be liable for any claims or actions arising from any Content included in the Feed including, but not limited, to any content edited by you in any way. In addition, Crutchfield makes no representations concerning any interruption in the Feed. CRUTCHFIELD PROVIDES THE FEED AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, AND CRUTCHFIELD HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, COURSE OF DEALING, INFRINGEMENT OR USAGE OF TRADE, ACCURACY OR RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

  5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL CRUTCHFIELD 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 FEEDS, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE FEED, 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 CRUTCHFIELD BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE FEED, EVEN IF CRUTCHFIELD SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT APPLICABLE FOR ANY REASON, THE LIABILITY OF THE PROVIDERS, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  6. INDEMNITY. You hereby agree to fully indemnify, defend and hold Crutchfield New Media LLC and its parent and affiliates and their respective partners, officers, directors, employees and licensors (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 the Feed through your account by any person, whether or not authorized by you; or (ii) the operation and content on your Site or (iii) any breach of your representations and warranties and other covenants under this Agreement. Crutchfield New Media LLC. reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (at your expense), and in such case, you agree to cooperate with Crutchfield New Media LLC's defense of such claim.

  7. TERMINATION. Unless otherwise agreed to by Crutchfield, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Feed from your Site, all hard drives, networks, and other storage media. Crutchfield may restrict, suspend, modify or terminate the Feed, this Agreement, the license granted herein, or your access to any aspect or all of the Feed at any time without liability. You agree to destroy or return to Crutchfield all copies of the Feed and all Proprietary Information promptly upon learning of such Termination. Sections 2 through 8 shall survive termination of this Agreement.

  8. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior and contemporaneous agreements and understandings between them, whether written or oral. 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 Commonwealth of Virginia, without regard to its conflict of laws principles. Any action to enforce this agreement shall be brought in the federal or state courts located in Charlottesville, Virginia. You may not assign this Agreement; any assignment by you without such consent shall be null and void. You shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.

    Crutchfield is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Feed or other online service, or network. You certify you are legally permitted to use and access the Feed, that you are a resident of the United States of America, and if you are an individual, you are over 18 years of age. You take full responsibility for the selection and use of the Feed and access of the content. This Agreement is void where prohibited or taxed by law, and the right to access the Feed is revoked in such jurisdictions. Nothing in this Agreement will be deemed to limit or restrict Crutchfield from entering into agreements with any other person covering services similar to your Site or from offering such 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 conflicts with this Agreement.