Headline Service Agreement

This is a contract between you and Cox Enterprises, Inc. ("CEI") which publishes The Middletown Journal and operates MiddletownJournal.com. By incorporating any MiddletownJournal.com RSS feed of headlines (which may include text excerpts) (the "Headline Service") into your website, blog, or other digital publication, or by distributing links to our feeds, you accept the terms of this Agreement. If you don't agree to all of these terms, don't incorporate the Headline Service into your publication.

The Internet is still an evolving medium; we may change the terms of this Agreement from time to time. By continuing to display any or all of the Headline Service (or to distribute links to the Headline Service) after we post any such changes, you accept this Agreement, as modified.

1. LICENSE GRANT. Subject to the terms of this Agreement, CEI grants you a nonexclusive, royalty-free, revocable, nontransferable license to display the Headline Service (and any CEI service marks or other source identifiers contained in the Headline Service) within your website, blog, or other digital publication, and/or to distribute the links to the Headline Service, provided that you do not alter the Headline Service or the links in any manner. CEI may modify or discontinue the Headline Service at any time, at its discretion, without notice to you, may restrict, suspend, or terminate your access to any or all of the Headline Service, and may disable the links to the Headline Service at any time.

2. RESTRICTIONS AND OBLIGATIONS. You must post the Headline Service, or links to the Headline Service, exactly as received from us, including all links, branding and other attribution. You may not edit or translate any portion of the Headline Service, nor may you charge anyone for access to the Headline Service or for links to the Headline Service. Each headline and each text excerpt provided through the Headline Service will include a link to corresponding full text on MiddletownJournal.com; the manner in which you display the headlines and any text excerpts will not interfere with the ability of any user to access the full text on MiddletownJournal.com. You may not copy or archive any headline or excerpt included in the Headline Service nor may you archive any material linked to from the Headline Service, but, once posted, you may display any headline or excerpt provided by CEI as part of the Headline Service for up to 14 days. You may not display any material provided through the Headline Service on any website, blog, or other digital publication: that contains pornographic images or text; that depicts minors in an offensive or exploitative manner; that encourages, or contains instructions on how to engage in, any illegal activity or any activity that would likely result in physical injury to any group or individual; or that demeans any individual or group on the basis of race, ethnicity, gender, or sexual orientation. You must always identify the Headline Service as provided by and belonging to The Middletown Journal. We reference a small logo in each feed to facilitate this attribution. If you prefer text attribution, please credit The Middletown Journal. You may not display, in conjunction with any material provided through the Headline Service, the name of, or any logo or other branding for, any entity (other than The Middletown Journal) in any manner that suggests that such entity provided any or all of the Headline Service or any of the material linked to through the Headline Service. You may not, in connection with any website, blog, or other digital publication on which you display the Headline Service, conceal your identity or represent yourself as someone else. If CEI requests in writing that you delete, amend or correct any portion of the Headline Service as posted on your website, blog, or other digital publication, you will do so within 36 hours of your receipt of the request.

3. REPRESENTATIONS AND WARRANTIES. You represent and warrant that any website, blog, or other digital publication on or through which you display or distribute the Headline Service: will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party; will not constitute false, deceptive or unfair advertising or disparagement under applicable law; will not libel any person or entity; and will comply with any applicable law or regulation.

4. NO WARRANTIES. THE HEADLINE SERVICE AND ALL MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH IT, ARE PROVIDED TO YOU "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." WE, OUR AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH THE HEADLINE SERVICE, NOR DO WE GUARANTEE THAT THE MATERIALS, INFORMATION OR SERVICES WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5. LIMITATIONS ON OUR LIABILITY. UNDER NO CIRCUMSTANCES WILL WE, OR OUR AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THE HEADLINE SERVICE OR ANY MATERIALS OR INFORMATION AVAILABLE THROUGH THE HEADLINE SERVICE, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU AGREE THAT OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE USE OF THE HEADLINE SERVICE.

6. INDEMNITY. You hereby agree to indemnify, defend and hold CEI, its subsidiaries and affiliates and their respective officers, directors, employees and licensors harmless from and against any and all third-party claims, liability, losses, costs and expenses (including attorneys' fees) arising out of: (i) any material provided through the Headline Service that you edited or otherwise altered in any way; (ii) the operation or content of your website, blog, or other digital publication (excluding any unedited material provided through the Headline Service); or (iii) any breach of your representations, warranties or covenants under this Agreement. CEI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with CEI's defense of such claim.

7. TERM AND TERMINATION. This Agreement commences upon your initial display on your website, blog, or other digital publication of any material provided through the Headline Service. You may terminate this Agreement by giving CEI written notice and by simultaneously and permanently removing from your website, blog, or other digital publication all material provided through the Headline Service. CEI may terminate this Agreement at any time upon written notice to you. Sections 3 through 8 of this Agreement will survive any 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. You may not assign this Agreement without CEI's prior written consent; any assignment by you without such consent will be null and void. The parties to this Agreement are independent contractors; nothing in this Agreement creates any partnership, joint venture, agency, or franchise relationship between the parties. You have no authority to make or accept any offers or representations on our behalf and you will not make any statement that conflicts with this Agreement. This Agreement has been made in and will be construed in accordance with the laws of the State of Georgia. By using the Headline Service, you consent to the exclusive jurisdiction of the state and federal courts in Fulton County, Georgia in all disputes arising out of or relating to this Agreement or the Headline Service.