Service: psadirector.com is offered by PlowShare Group, Inc., 1 Dock Street, Stamford, CT 06902 (“PlowShare”) solely as a free media management service to television and radio stations licensed by the U.S. Federal Communications Commission (“FCC”), including networks of stations that broadcast content by a single transmission feed, for use in connection with providing public service announcements (“PSAs”), and to other mass communications organizations disseminating PSAs to the public via other technologies, including but not limited to cable, satellite, webcasting, and streaming (individually and collectively “You” or “Station”).
You Agree by Use:
The Terms and Conditions of Use and Service (“T&Cs”) set forth herein apply to all users of www.psadirector.com (“psadirector.com” or the “Website”). You signify Your agreement to these T&Cs by visiting or using this Website or the result of its services in any manner. Any Privacy Policy applicable to psadirector.com, including all modifications thereto, is incorporated herein by reference. If You do not agree with these T&Cs, please do not use this Website.
PlowShare reserves the right, at its sole discretion, to change, modify, add, or remove portion(s) of these T&Cs at any time and without prior notice. Please check these T&Cs periodically for changes. Any use of this Website following posting of changes.
If You choose to access this Website You do so per Your own initiative. Authorized Users (as defined herein) are responsible for establishing compatibility of psadirector.com with Station equipment, including but not limited to all hardware and software. You are also responsible for ensuring Your use of this Website complies with all federal, state and local laws and regulations that may apply whether or not such laws and regulations are specifically mentioned in these T&Cs.
Ownership:
All aspects of this Website, including but not limited to all services, materials, images, illustrations, designs, images, icons, photographs, sounds, operation programs and codes, instructions, written and other materials, and all intellectual property applicable thereto (other than media belonging to third parties that are uploaded to the Website and third party software used to create the Website), are owned by PlowShare. All use of this Website is by the express permission of PlowShare which is granted only to Authorized Users. All rights are hereby reserved. You hereby acknowledge and agree that PlowShare’s rights are valid and protected in all forms, media and technologies existing now or hereinafter developed, irrespective of geography.
psadirector.com is a trademark of PlowShare. If you generate any report based on your Authorized Use (as defined herein) of psadirector.com and the data derived therefrom, You agree to give written credit to “psadirector.comTM” as the source of the report data.
Authorized Users Only:
The only people authorized to use this Website are those designated by a Station to select, manage, publish, research, review and otherwise work with (“Manage”) PSAs on behalf of that Station (collectively, “Authorized Users”). If You are not an Authorized User any use constitutes an infringement of PlowShare rights. Any user that is not an Authorized User agrees that PlowShare has the right to use any and all resources provided by law to enforce its rights to prevent unauthorized use of the Website and to be awarded damages.
psadirector.com Accounts:
Each Authorized User must create a psadirector.com Account (“Account”) in order to use this Website and access its features and services. When creating an Account, You agree to provide accurate and complete information.
You agree to maintain Your Account password secure and confidential.
You are solely responsible for all activity that occurs on Your Account. You agree to inform PlowShare of any Unauthorized Use (as defined herein) of this Website to which you may become aware.
Authorized Use of psadirector.com:You may use psadirector.com solely in connection PSAs Managed by You and disseminated to the public via the Station (“Authorized Use”). You may use this Website only through Your Account and for the Authorized Use. No other use of this Website is permitted (“Unauthorized Use”).
License from PlowShare: PlowShare grants You a nationwide, royalty-free, non-assignable and non-exclusive license to use the Website and its software in connection with Authorized Use by the Station (“License”). This License is for the sole purpose of enabling Authorized Use. You may not assign Your License or any right therein or grant a sublicense to any third party, nor may you grant a security interest in or in connection with Your rights to exercise the License, or otherwise transfer any part of Your rights therein without the express written consent of PlowShare.
Website Rules of Conduct:
You may upload to psadirector.com PSAs received by Station via any media that is compatible with this Website.
You agree not to:
alter or modify any PSA or other content uploaded to psadirector.com, or obscure or modify any copyright, trademark or other legal notice contained in any PSA without the express written consent and direction of the PSA producer or the person or entity identified in the PSA;
alter or modify any aspect or part of psadirector.com;
use psadirector.com for any purpose other than to Manage PSAs disseminated to the public via Station;
reverse engineer, disassemble, or decompile or otherwise attempt to extract any code of the Website software or any part thereof, or copy, modify, create a derivative work of this Website or any component, and You agree not to permit any third party to do any of these.
post, transmit, link to, or otherwise distribute any information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Website in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Website or the Internet;
defame, abuse, stalk, harass or threaten any other person or violate the legal rights of any other person, including rights relating to privacy and publicity;
post, transmit, link to, or otherwise distribute any information or software which contains any harmful or disruptive component such as but not limited to a virus, cancelbot, Trojan horse, worm, etc.;
upload, post, publish, transmit, reproduce, link to or otherwise distribute or disseminate in any way, information, software or other material obtained through the Website, or any derivative work thereof, which is protected by copyright, or any other intellectual property right, without obtaining permission of the owner(s) thereof;
Monitoring: PlowShare has the right to monitor the Website and Your use in order to facilitate proper operation and security, assist in preventing Unauthorized Use, disclose any information as necessary to satisfy any law, regulation or other government or court request, and to protect itself and Authorized Users from Unauthorized Use.
Improper/Unauthorized Account Use: Any use of this Website other than as expressly set forth in these T&Cs is improper and unauthorized. You acknowledge that improper or Unauthorized Use of the Website or Your Account may result in economic and other injury to third parties. You agree to notify PlowShare immediately of any breach of security or Unauthorized Use. You agree that PlowShare shall have no responsibility for losses to Station caused by any unauthorized use of Your Account, but that You may be liable for losses incurred by PlowShare by reason of such Unauthorized Use.
Links: This Website may contain links to third party websites that are not owned or controlled by PlowShare. PlowShare has no control and assumes no responsibility for the content, privacy policies, terms of use, or practices of any third party website. Consequently, PlowShare will not and cannot exercise any content control such as editing of any third party website. By using this Website You expressly relieve PlowShare from any liability arising from Your use of any third party website.
Limited Warranty:
PlowShare warrants and represents it is authorized to use any intellectual property provided by third parties to PlowShare in connection with the Website.
While the Website may reside on PlowShare servers or a third party’s servers (via its cloud) and PlowShare will use its best commercial efforts to ensure the security of its servers, PlowShare makes no warranty that the Website or any content, function, information, product or service obtained from or through the use of the Website will be provided on an uninterrupted, timely, secure or effort-free/virus free basis.
NOTWITHSTANDING ANTHING STATED OR IMPLIED HEREIN, THE WEBSITE, WHETHER ACCESSIBLE VIA PASSWORD OR OTHERWISE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PLOWSHARE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND PLOWSHARE HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, BUT FOR EMPHASIS PURUPOSES ONLY, PLOWSHARE DOES NOT WARRANT OR MAKE ANY REPRESENTATION:
THAT USE OF PSADIRECTOR.COM OR ITS FUNCTIONS OR ANY UPLOADED CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT PSADIRECTOR,COM OR THE SERVER(S) OR CLOUD(S) THAT MAKES PSADIRECTOR.COM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
REGARDING THE USE OR THE RESULTS OF THE USE OF PSADIRECTOR.COM OR ITS FUNCTIONS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, NOR ABOUT THE ACCURACY OF THE DATA PROVIDED TO PLOWSHARE BY THIRD PARTIES WHICH IS USED IN CONNECTION WITH PSADIRECTOR.COM OR THE RESULTS THEREOF, OR THAT PSADIRECTOR.COM OR DATA AND RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
REGARDING THE COMPATIBILITY OF PSADIRECTOR.COMWITH ANY STATION EQUIPMENT, WHETHER HARDWARE OR SOFTWARE.
You warrant Your use of the Website will comply with the Digital Millennium Copyright Act.
Discontinuation of Service and Limitation of Liability:
You agree that PlowShare shall have no obligation to ensure the continuous operation of the Website and that PlowShare has the right, exercisable at its sole discretion, to discontinue the operation of psadirector.com. PlowShare will post a notice on the Website in advance of discontinuance.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (CONTRACT, WARRANTY, TORT, PROPERTY OR OTHERWISE) WILL PLOWSHARE OR ITS LICENSORS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT DAMAGES OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES SUCH AS BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, PROFITS, SAVINGS, GOODWILL, OR OTHER INTANGIBLE LOSSES (COLLECTIVELY, “EXEMPLARY DAMAGES”) INCURRED BY ANY PERSON ARISING OUT OF OR RELATED IN ANY WAY TO: THESE TERMS AND CONDITIONS OF USE AND SERVICE (INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE OR PERFORMANCE OF PSADIRECTOR.COM); ANY DECISION MADE, ACTION, OR INACTION, TAKEN BY YOU OR ANY OTHER PARTY IN RELIANCE UPON THE USE OF PSADIRECTOR.COM OR ITS DATA, OPERATIONS OR THE RELIABILITY, ACCURACY, COMPLETENESS OR TIMELINESS THEREOF’ OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES. THIS LIMITATION APPLIES EVEN IF ADVISED OF THE POSSIBIOLITY OF SUCH DAMAGES. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, PLOWSHARE SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION THROUGH PSADIRECTOR.COM OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF PSADIRECTOR.COM OR ANY OF ANY STATION’S SOFTWARE, HARDWARE, DATA OR PROPERTY.
INDEMNITY:
PlowShare Group agrees to defend and indemnify Station, its officers, directors, and employees, in connection with any loss, damage, liability, claim, demand, suit, and expense (including reasonable attorneys' fees and costs) ("Loss") incurred by Station as the result of any third-party claim, suit or proceeding brought against Station arising from any breach of PlowShare's warranty hereunder (see paragraph 12.a).
In the event a third party asserts a claim against Station in connection with PlowShare’s limited warranty, Station agrees to provide written notice to PlowShare with all due haste at the address stated herein, delivered personally or by recognized overnight carrier, and to cooperate with PlowShare in its response.
You acknowledge that when using the Website, You will be exposed to content from a variety of sources, and that PlowShare is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that You may be exposed to content that is inaccurate, and which You or others may consider offensive, indecent, or objectionable. You also acknowledge that uploading any content to this Website is subject to Your decisions and subject to your control, and that You are solely responsible for compliance with the Digital Millennium Copyright Act as to its application to any content distributed and disseminated by You that may involve the use of this Website.
You agree to defend, indemnify and hold harmless PlowShare, its officers, directors, owners and employees, to the fullest extent allowed by law in connection with any Loss incurred by PlowShare by reason of your breach or alleged breach of Your warranties herein, and regarding all matters, including claims from any third party or government agency or authority arising from or related to Your use or alleged use of the Website of any sort. PlowShare will cooperate with You in Your response to any claims asserted against PlowShare by reason of Your use of the Website.
JURISDICTION AND ARBITRATION OF DISPUTES
This Agreement will be governed in accordance with the laws of the State of Connecticut, United States of America. These T&Cs are written in the English language as spoken and understood in the United States. No translation into any language other than English will be considered in the interpretation thereof and in the event that any translation of these T&Cs in conflict with the English language version, the English version will govern.
Any dispute between the parties arising out of this Agreement shall be resolved by arbitration before a single arbitrator. Such arbitration shall be administered by and shall follow the rules of the American Arbitration Association. Unless the parties agree otherwise, the arbitration shall be held at the offices of the American Arbitration Association in New York, NY (unless there be an office in Stamford, CT at the time the arbitration is held in which event it will be held there) or as the parties otherwise agree. The arbitrator shall be an attorney having significant experience in the advertising business who shall apply Connecticut law to matters of state law and United States law to matters exclusively preempted by federal law such as copyright. The arbitrator shall not have the authority to do the following: require that any hearing be held before a court reporter; declare any provision of this Agreement void; terminate this Agreement in whole or part; or award exemplary damages (as defined herein). Each party shall bear its respective attorneys and other fees associated with any matter. The decision of the arbitrator shall be final and non-appealable, and may be entered as a judgment in the appropriate court. Notwithstanding the foregoing, either party may seek equitable or injunctive relief from any court of competent jurisdiction.
Miscellaneous
The provisions of this Agreement will inure to the benefit of PlowShare, its administrators, successors and assigns.
No waiver by PlowShare of any default will be deemed as a waiver of prior or subsequent default of the same or other provisions of these T&Cs.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision will be deemed to be severed from the Agreement.
These T&Cs constitute the entire understanding between PlowShare and any user and revokes and supersedes all prior agreements, if any, relating to the Website and any beta version thereof, and is intended as a final expression of the T&Cs unless and until amended by PlowShare.
The provisions of these T&Cs relative to PlowShare’s rights, limited warranty and disclaimers, and the indemnities of all parties shall survive the expiration or termination of these T&Cs and/or the discontinuance of the Website.
