Content Provision. Merchant will provide Talk of the Town with data, graphics, text and other information or material in electronic form, including any third party information included therein (the "Content"). The Content will be delivered to Talk of the Town electronically via technical specifications mutually agreed upon by the parties (the "Data Feed").
License. Merchant grants Talk of the Town a nonexclusive, royalty free, worldwide license (a) to use, modify, reproduce, distribute, transmit, and publicly display the Content on Talk of the Town's website(s) (b) to permit users to view the Content in connection with their use of Talk of the Town and (c) to use Merchant's trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers ("Marks") in connection with Talk of the Town's authorized distribution of the Content.
Content Modifications. Talk of the Town will modify Content solely to fit the format and look and feel of Talk of the Town's web sites, provided that the text of the Content is not modified or edited. Talk of the Town may make available portions, rather than the whole, of the Content.
Caching. Merchant agrees that Talk of the Town and its network service providers may cache the Content on Talk of the Town's servers and consents to such caching.
Sublicensing. Talk of the Town will have the right to sublicense the rights set forth in this Section, in connection with any derivative site or distribution arrangement, provided that any sublicensees will be subject to the same restrictions that apply to Talk of the Town with respect to the use of the Content.
Content Exclusion; No Liability. Notwithstanding anything to the contrary in these Terms, Talk of the Town is not required to make any Content available through Talk of the Town, nor will Talk of the Town have any liability to Merchant for using, modifying, or distributing out of date or incorrect Content.
Removal of Licensed Content. If Talk of the Town is notified by Merchant or otherwise becomes aware that any portion of the Content: (i) violates the intellectual property right of any third party, (ii) violates any applicable law or is subject to an injunction, (iii) is libelous, defamatory or obscene; (iv) is being distributed by Merchant improperly, or (v) may create liability for Talk of the Town or is otherwise inappropriate, all as determined solely by Talk of the Town in its discretion, Talk of the Town may remove that portion of the Content from Talk of the Town, or take any other actions with respect to the Content that Talk of the Town believes are prudent or necessary. Any actions in accordance with this Section do not require notice and will not create any liability between Merchant and Talk of the Town. Merchant agrees to defend, indemnify and hold harmless Talk of the Town, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, related directly or indirectly to Merchant’s Content on Talk of the Town websites.
Merchant IP. Subject to the rights granted to Talk of the Town herein, Merchant will own and retain as between the parties all right, title and interest in and to the Content and all patents, trade secrets, copyrights, trademarks, and all other intellectual property rights arising under the laws of any jurisdiction ("IP Rights") embodied or incorporated therein, subject to the licenses granted to Talk of the Town under these Terms. Merchant agrees to execute and deliver such other and further documents and instruments as shall be reasonably be required to allow Talk of the Town to exercise all such licenses granted to it hereunder.
Talk of the Town IP. Talk of the Town will own and retain as between the parties all right, title and interest to Talk of the Town, Talk of the Town's web sites, Talk of the Town services, Talk of the Town Marks, the look and feel of Talk of the Town websites and services, and Talk of the Town websites services, any related functionality and user interfaces, and all IP Rights embodied or incorporated therein.
Merchant Warranties. Merchant warrants to Talk of the Town: (a) that the Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (b) that the Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; (c) that Merchant is the owner or is licensed to use and provide the Content to Talk of the Town for use with Talk of the Town; (d) that Merchant has the power and authority to enter into and perform its obligations hereunder; and (e) that Merchant will honor any coupon printed by a Talk of the Town end user from Talk of the Town websites.
Talk of the Town Fees. The monthly fee for Merchant use of any of Talk of the Town's services is Twenty and No/100 Dollars ($20.00) (the “Fee”). The Fee must be paid in full by credit card or other acceptable payment arrangements prior to any usage of such services by Merchant. Unless Talk of the Town receives written notification from Merchant or Merchant cancels its account pursuant to the instructions on the Talk of the Town website(s) prior to being billed for that monthly period, Merchant’s account will be renewed monthly and the Fee will be automatically billed to the credit card on file for Merchant on the same date in each successive month as the date of the initial account billing. In the event that the credit card on file is no longer valid, Merchant’s account and any materials posted will be removed from our site(s) until updated payment information is provided. Merchant may cancel its account as noted above, but all Fees charged are nonrefundable.
Disputes. Because Talk of the Town is not involved in the actual transaction between its end users and Merchants and is not the agent of either for any purpose, Talk of the Town will not be involved in resolving any disputes such parties related to or arising out of any transaction. Talk of the Town urges its end users and Merchants to cooperate with each other to resolve such disputes. BECAUSE Talk of the Town IS NOT INVOLVED IN TRANSACTIONS BETWEEN END USERS AND MERCHANTS OR OTHER DEALINGS BETWEEN SUCH PARTIES, IF A DISPUTE ARISES BETWEEN END USERS AND MERCHANTS, MERCHANT RELEASES Talk of the Town (AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. MERCHANT AGREES TO DEFEND , INDEMNIFY AND HOLD HARMLESS Talk of the Town, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES,INCLUDING ATTORNEYS’ FEES, RELATED DIRECTLY OR INDIRECTLY TO SUCH END USER CLAIMS AND/OR DISPUTES.
Indemnification. Merchant agrees to defend, indemnify and hold harmless Talk of the Town, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising directly or indirectly out of the use of this Site or a violation of these Terms by Merchant.
Talk of the Town's headquarters are in Greensboro, NC. Legal issues arising out of, but not exclusive to the use of, this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of North Carolina (exclusive of its rules regarding conflicts of laws). By using this Site, Merchant agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Greensboro, NC by a single arbitrator under the commercial arbitration rules the American Arbitration Association. Any award rendered pursuant to such arbitration shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.