BROADTIME RSS + PLAYART TOS
PlayARt + RSS Marketing
Terms of Service
This Audio Visual Content License Agreement (the “Agreement”) contains the terms and conditions of (1) your use of the PlayARt augmented reality mobile application platform for the distribution of audio visual content and (2) Broadtime.com LLC’s (“Broadtime”) use of such content through our platform of Indie store Websites, Listening Stations and store branded Mobile apps and via Broadtime and PlayARt marketing. As used in this Agreement, "Broadtime", "we" or "us" means Broadtime.com, LLC and its subsidiaries companies and business units. As used in this Agreement, "Content Provider" or "you" means the person or entity accepting this Agreement. This Agreement is a binding agreement between you and Broadtime.
“Content” means audio, visual, audio-visual, and/or data materials created by Broadtime or provided by you to Broadtime for usage with the PlayARt augmented reality software and Broadtime Marketing campaigns.
“Platform” means the PlayARt augmented reality mobile application, both as a standalone application and as a component of Broadtime’s white-labeled independent record store mobile applications.
“Visualization(s)” means algorithmically-generated digital graphics displayed by the PlayARt augmented reality software.
“Activations” means artist experiences launched with our without the cover art and supplied imagery as targets to provide consumers with mutually agreed upon AR/VR experience related to the album and assets supplied.
Broadtime will host and deliver Content to users of the PlayARt mobile application. Content is provided to users for marketing and promotional purposes only. Content may be provided to users as promotional samples before purchase or as bonus content with proof of purchase.
Broadtime will make all reasonable commercial efforts to maintain its servers and to establish reduncies such that Content will be available on the Platform on a continuous basis with minimal downtime. PlayARt cannot guarantee a 100% uptime for hosted Content.
Unless otherwise specified in a duly executed sales agreement, PlayARt will host Content at no additional cost to Content Provider for a period of five years from the date this Agreement enters into effect (the “Initial Hosting Period”). After the Initial Hosting Period, Content Provider will be charged an annual hosting fee, which shall be communicated to Content Provider in writing no later than six months before the end of the Initial Hosting Period.
- Non-Exclusive License
By submitting Content to Broadtime for inclusion in the Platform, you hereby grant Broadtime and its licensees a worldwide, non-exclusive, royalty-free license to use, distribute, display, and perform the Content in conjunction with the Platform. This includes, but is not limited to, the right to synchronize audio content with Visualizations for display on the Platform.
- Content Developed by PlayARt
From time to time, PlayARt may develop Content on behalf of Content Provider, which shall be deemed as exclusive Content for the Platform. Content Provider may not copy or distribute such Content, for commercial or promotional purposes, without the prior written consent of PlayARt.
You hereby represent and warrant that (i) you have the full and unencumbered right to grant to Broadtime, and have obtained all necessary clearances and releases to grant to Broadtime, all of the rights set forth herein, including but not limited to all publishing and synchronization clearances, and (ii) the Content will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the United States.
If you are found to have violated these representations and warranties, Broadtime may terminate this Agreement and remove your Content from the Platform immediately, at its sole discretion and without notice to you.
You will indemnify, defend and hold harmless Broadtime, its officers, employees, subcontractors, successors, and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought against Broadtime that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; or (b) any claim that Broadtime's exercise of the rights granted by you under this Agreement violates any law or regulation or the right(s) of any third party (individually, a "Claim", and collectively, the "Claims"). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).
- Limitation of Liability
BROADTIME WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE PLATFORM IS MADE AVAILABLE ON AN AS IS BASIS AND BROADTIME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, THAT THE THE PLATFORM WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR.
- Governing Law and Venue
This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Virginia, without giving effects to its conflicts of laws provisions. Any dispute arising out of this Agreement will be adjudicated in the state and federal courts located in the City of Richmond, Virginia.
- Entire Agreement
The terms of this Agreement constitutes the entire agreement between you and Broadtime concerning the Platform. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
- Notice and Contact Information
All notices and communications regarding this Agreement must be written and delivered by email to firstname.lastname@example.org or by certified or registered mail, return receipt requested, to:
106 N. Thompson St.
Richmond, VA 23221
- Force Majeure
Neither party shall be responsible or liable in any way for failure or delay in performing its obligations under these terms and conditions, other than obligations to make payment, when such failure or delay is directly or indirectly due to an act of God, war, threat of war, war-like conditions, hostilities, sanctions, mobilization, blockade, embargo, detention, revolution, riot, looting, striking, lockout, accident, fire, explosion, flood, inability to obtain fuel, power, raw materials, labor, container or transportation facilities, breakage of machinery or apparatus, government order or regulations, or any other cause beyond its reasonable control.