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Terms of Use - Journal Publishing Company, Inc.

Introduction

Welcome to Journal Publishing Company, Inc. Journal Publishing Company, Inc. provides its services and offerings (the "Journal Publishing Company, Inc. Service," as further described below) to you subject to the following Terms of Use ("TOU"). In addition, when using the Journal Publishing Company, Inc. Service, you shall be subject to any posted guidelines and rules applicable to such service, which may be posted from time to time. All such guidelines and rules are incorporated by reference into these TOU.

PLEASE READ THESE TOU CAREFULLY. By accessing or using the Journal Publishing Company, Inc. Service, you, either an individual or a single entity ("you" or "your" as applicable), are bound by the notices, terms and conditions in this TOU and, as applicable, elsewhere on the Journal Publishing Company, Inc. website(s) (including but not limited to our Privacy Policy, which is incorporated by reference). If you register on behalf of a business, you represent to Journal Publishing Company, Inc. that you have the authority to bind that business and your acceptance of these TOU will be treated as acceptance by that business. In that event, "you"and "your" will refer to that business in these TOU. If you do not agree to any of these terms and conditions, you may not use the Journal Publishing Company, Inc. Service. If you are a publisher and wish to upload video content to the Journal Publishing Company, Inc. Service, then, in addition to this TOU, the Publisher Terms and Conditions (individually and collectively, the "Publisher Terms"), as applicable, will apply to you and are incorporated by reference.

The Journal Publishing Company, Inc. Service

The Journal Publishing Company, Inc. Service is comprised of (i) the Journal Publishing Company, Inc. website(s) owned or operated by or for Journal Publishing Company, Inc.; (ii) the servers operated by or on behalf of Journal Publishing Company, Inc.; and/or (iii) any other technology and/or services that Journal Publishing Company, Inc. provides its users. The Journal Publishing Company, Inc. Service enables you to make content available to other users of the Journal Publishing Company, Inc. Service and to access content made available by other users of the Journal Publishing Company, Inc. Service. All comments and other communications posted or published by you or other users on the Journal Publishing Company, Inc. Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, is referred to as "User Material." "Video Material" for purposes of this Agreement is the video you upload to the Journal Publishing Company, Inc. Services. "Publisher Material, for purposes of this Agreement, is any other material you provide and includes without limitation including music, animation, text, software, scripts, graphics, images, audio, information and interactive features. You are solely responsible for any User Material that you upload and publish to the Journal Publishing Company, Inc. Service, including complying with these TOU. The terms and conditions regarding the uploading of Video Material and Publisher Material is covered in the Publisher Terms.

You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on the Journal Publishing Company, Inc. Service. In connection with User Material that you make available on the Journal Publishing Company, Inc. Service, you expressly represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Journal Publishing Company, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Material to enable inclusion and use of the User Material as part of the Journal Publishing Company, Inc. Service and in the manner contemplated by these TOU. By submitting, posting, uploading, emailing or otherwise providing User Material to Journal Publishing Company, Inc. , you hereby grant (or warrant that the owner of such rights has expressly granted) Journal Publishing Company, Inc. a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the Journal Publishing Company, Inc. Service and Journal Publishing Company, Inc. s (and its successors) business, including without limitation for promoting and redistributing part or all of the Journal Publishing Company, Inc. Service (and derivative works thereof) in any media formats and through any media channels. You warrant that all moral rights to the User Material you submit have been waived. You also hereby grant each user of the Journal Publishing Company, Inc. Service a non-exclusive license to access your User Material through the Journal Publishing Company, Inc. Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the Journal Publishing Company, Inc. Service and under these TOU.

Journal Publishing Company, Inc. does not guarantee that any User Material or Video Material and Publisher Material will be made available on the Journal Publishing Company, Inc. Service, whether continuously or at all. Journal Publishing Company, Inc. shall have no obligation to monitor any User Material and Video Material and Publisher Material. However, Journal Publishing Company, Inc. and its agents reserve the right to monitor any User Material and Video Material and Publisher Material from time to time for any lawful purpose. Journal Publishing Company, Inc. may, without notice to you, remove or block any User Material and/or Video Material and Publisher Material from the Journal Publishing Company, Inc. Service, including disabling access to such User Material and/or Video Material and/or Publisher Material that you have downloaded through the Journal Publishing Company, Inc. Service.

Registration

Registration is not required to view most User Material and Video Material and Publisher Material provided as part of the Journal Publishing Company, Inc. Service. However, you are required to register if you wish to post a comment or upload content items such as video, or view certain User Material and Video Material and Publisher Material. If you wish to upload content items you will be subject to our Publisher Terms.

To register, you will have to create an account. As a condition to using such components of the Journal Publishing Company, Inc. Service, you will be asked to register with Journal Publishing Company, Inc. and select a password and screen name ("Journal Publishing Company, Inc. User ID"). You shall provide Journal Publishing Company, Inc. with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this TOU, which may result in immediate termination of your Journal Publishing Company, Inc. account. You may not (i) select or use as a Journal Publishing Company, Inc. User ID a name of another person with the intent to impersonate that person; (ii) use as a Journal Publishing Company, Inc. User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Journal Publishing Company, Inc. User ID a name that is otherwise offensive, vulgar or obscene. Journal Publishing Company, Inc. reserves the right to refuse registration of, or cancel a Journal Publishing Company, Inc. User ID in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Journal Publishing Company, Inc. immediately of any breach of security or unauthorized use of your account. Although Journal Publishing Company, Inc. will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Journal Publishing Company, Inc. or others due to such unauthorized use. All registration information provided by you shall be subject to Journal Publishing Company, Inc.’s Privacy Policy or any successor thereto.

Content on the Journal Publishing Company, Inc. Service

Content on the Journal Publishing Company, Inc. Service is meant for all audiences. You understand that you will be exposed to User Material from a variety of publishers and that Journal Publishing Company, Inc. is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Material. You further understand and acknowledge that you may be exposed to User Material that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Journal Publishing Company, Inc. with respect thereto, and agree to defend, indemnify and hold harmless Journal Publishing Company, Inc. , its parent corporation, its subsidiaries, its licensors, and their respective officers, directors, employees and agents to the fullest extent allowed by law regarding all matters related to your use of the Journal Publishing Company, Inc. Service.

User Conduct

Journal Publishing Company, Inc. grants you permission to use the Journal Publishing Company, Inc. Service subject to all of the terms and conditions set forth in these TOU.

As a condition of use, you agree not to use the Journal Publishing Company, Inc. Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as, U.S. copyright laws). Any unauthorized use of the Journal Publishing Company, Inc. Service is expressly prohibited.

By way of example, and not as a limitation, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Material using any communications service or other service available on or through the Journal Publishing Company, Inc. Service, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or (ii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of anothers privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or (iii) misrepresents the source or identity of any content; or (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or a chain letter, a pyramid scheme or any other similar solicitation; or (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Journal Publishing Company, Inc. or any third party; or (vi) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Journal Publishing Company, Inc. ; or (vii) constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities or any items that would cause Journal Publishing Company, Inc. to violate any applicable law or regulation.

In addition to these TOU, your use of the Video Material may be subject to separate license terms as set forth by the Publisher.

Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in Journal Publishing Company, Inc.’s sole discretion, an unreasonable or disproportionately large load on Journal Publishing Company, Inc.’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Journal Publishing Company, Inc. Service or any activities conducted on the Journal Publishing Company, Inc. Service; (iii) bypass any measures Journal Publishing Company, Inc. may use to prevent or restrict access to the Journal Publishing Company, Inc. Service, other accounts, or computer systems or networks connected to the Journal Publishing Company, Inc. Service; or (iv) interfere with any other users enjoyment of the Journal Publishing Company, Inc. Service, including, without limitation, accessing an account of a Journal Publishing Company, Inc. user that is not yours.

You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Journal Publishing Company, Inc. Service or any content available through any of Journal Publishing Company, Inc.’s websites (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any or the rights that you receive hereunder. In addition, you may not remove any proprietary notices or labels.

You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the Journal Publishing Company, Inc. Service in a manner which sends more request messages to the Journal Publishing Company, Inc. server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.

You shall not harvest or collect information from the Journal Publishing Company, Inc. Service, including, without limitation, information about other users of the Journal Publishing Company, Inc. Service. The use of any information learned through the Journal Publishing Company, Inc. Service or while in the Journal Publishing Company, Inc. website is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited.

Unless expressly authorized, you shall not frame or otherwise display any portion of any Journal Publishing Company, Inc. website or any of its contents. No hyperlinks to any password protected web pages on the Journal Publishing Company, Inc. websites are allowed. Hyperlinks to non-restricted pages are allowed, subject to review and termination by Journal Publishing Company, Inc. in our sole discretion.

Ownership

The content accessible through the Journal Publishing Company, Inc. Service, except User Material and Video Material and Publisher Material, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the "Journal Publishing Company, Inc. Content") and the trademarks, service marks and logos contained therein (the "Marks"), are owned by or licensed to Journal Publishing Company, Inc., and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Except as set forth in these TOU, the Journal Publishing Company, Inc. Content, Marks, User Material and Video Material and Publisher Material is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever except as set forth in these TOU or without the prior written consent of the respective owners. Journal Publishing Company, Inc. reserves all rights not expressly granted in and to the Journal Publishing Company, Inc. Service and the Journal Publishing Company, Inc. Content. If you download or print a copy of the Journal Publishing Company, Inc. Content, User Material or Video Material and Publisher Material, you must retain all copyright and other proprietary notices contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the Journal Publishing Company, Inc. Service or features that prevent or restrict use or copying of any Journal Publishing Company, Inc. Content, User Material or Video Material and Publisher Material.

Journal Publishing Company, Inc. respects the rights of copyright holders. We have established a copyright policy which is incorporated herein by reference.

Termination

Journal Publishing Company, Inc. may terminate your access to all or any part of the Journal Publishing Company, Inc. Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the Journal Publishing Company, Inc. Service at any time, provided that all provisions of this TOU, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

THE JOURNAL PUBLISHING COMPANY, INC. SERVICE, JOURNAL PUBLISHING COMPANY, INC. CONTENT AND MARKS ARE PROVIDED BY JOURNAL PUBLISHING COMPANY, INC. "AS IS" AND "AS AVAILABLE". JOURNAL PUBLISHING COMPANY, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE JOURNAL PUBLISHING COMPANY, INC. SERVICE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, JOURNAL PUBLISHING COMPANY, INC. DISCLAIMS ALL WARRANTIES REGARDING THE JOURNAL PUBLISHING COMPANY, INC. SERVICE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, OR THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE JOURNAL PUBLISHING COMPANY, INC. SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES). YOU AGREE THAT USE OF THE JOURNAL PUBLISHING COMPANY, INC. SERVICE SHALL BE AT YOUR SOLE RISK. FURTHER, JOURNAL PUBLISHING COMPANY, INC. DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE JOURNAL PUBLISHING COMPANY, INC. SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND JOURNAL PUBLISHING COMPANY, INC. WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.

Limitation of Liability

IN NO EVENT SHALL JOURNAL PUBLISHING COMPANY, INC. OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE JOURNAL PUBLISHING COMPANY, INC. SERVICE, OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE JOURNAL PUBLISHING COMPANY, INC. SERVICE (INCLUDING BUT NOT LIMITED TO, JOURNAL PUBLISHING COMPANY, INC. CONTENT AND JOURNAL PUBLISHING COMPANY, INC. MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF JOURNAL PUBLISHING COMPANY, INC. OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JOURNAL PUBLISHING COMPANY, INC. ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO MATERIAL AND PUBLISHER MATERIAL; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE JOURNAL PUBLISHING COMPANY, INC. SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF THE JOURNAL PUBLISHING COMPANY, INC. SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE JOURNAL PUBLISHING COMPANY, INC. WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE JOURNAL PUBLISHING COMPANY, INC. WEBSITE BY ANY THIRD PARTY; AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE JOURNAL PUBLISHING COMPANY, INC. SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO MATERIAL AND PUBLISHER MATERIAL, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE JOURNAL PUBLISHING COMPANY, INC. SERVICE.

SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, JOURNAL PUBLISHING COMPANY, INC.'S AND ITS SUPPLIERS' AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Indemnification

You agree to defend, indemnify and hold harmless Journal Publishing Company, Inc. and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "Journal Publishing Company, Inc. Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys fees) arising from: (i) your use of and access to the Journal Publishing Company, Inc. Service; (ii) your violation of any term of these TOU; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of User Material you upload and publish on the Journal Publishing Company, Inc. Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Journal Publishing Company, Inc. Indemnitees. Journal Publishing Company, Inc. shall have the right, in its sole discretion, to select its own legal counsel to defend the Journal Publishing Company, Inc. Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys fees incurred by the Journal Publishing Company, Inc. Indemnitees in connection therewith. You shall not, without the prior express written approval of Journal Publishing Company, Inc. , settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any Journal Publishing Company, Inc. Indemnitee. This defense and indemnification obligation will survive these TOU and your use of the Journal Publishing Company, Inc. Service.

Miscellaneous

Acceptance. If you do not accept all of the terms and conditions set forth in these TOU, you may not access or use the Journal Publishing Company, Inc. Service.

Ability to Accept. The Journal Publishing Company, Inc. Service is only available to users who are over the age of 18, or an emancipated minor, or possess legal parental or guardian consent, and are fully able to and competent to enter into and abide by the terms, conditions, obligations, representations and warranties set forth in these TOU. If you are under 13 years of age, you may not register for or use the Journal Publishing Company, Inc. Service.

Modification. Journal Publishing Company, Inc. shall have the right to modify these TOU at any time, which modification shall be effective immediately following Journal Publishing Company, Inc.’s posting of such change on its website. We recommend that you check the Journal Publishing Company, Inc. website regularly for any such changes. Your use of the Journal Publishing Company, Inc. Service following such posting shall be deemed to constitute your acceptance of such modification. These TOU may not otherwise be changed or modified, except in a writing signed by an authorized representative of Journal Publishing Company, Inc. .

Enforceability and Waiver. If any provision of these TOU is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these TOU will not be affected. No delay or failure by Journal Publishing Company, Inc. to exercise or enforce any of its rights under these TOU will act as a waiver of such rights.

Privacy Policy. Your use of the Journal Publishing Company, Inc. Service is subject to your acceptance of our Privacy Policy, which is incorporated by reference. Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information.

Links to Third Party Websites. As a convenience for its users, Journal Publishing Company, Inc. may provide links on this website to other websites owned by third parties. Unless otherwise stated, Journal Publishing Company, Inc. does not endorse or control these third parties and takes no responsibility for them or their websites.

Export and International Use. The Journal Publishing Company, Inc. Service is controlled and offered by Journal Publishing Company, Inc. from its facilities in the United States of America. Journal Publishing Company, Inc. makes no representations that the Journal Publishing Company, Inc. Service is appropriate or available for use in other locations. Those who access or use the Journal Publishing Company, Inc. Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Governing Law, Jurisdiction and Venue. These TOU shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Lee County of the State of Mississippi for any claim or action arising out of or relating to these TOU or your use of the Journal Publishing Company, Inc. Service. You agree that: the Journal Publishing Company, Inc. Service shall be deemed to be solely based in the State of Mississippi; the Journal Publishing Company, Inc. websites shall be deemed a passive website that does not give rise to personal jurisdiction over Journal Publishing Company, Inc. , either specific or general, in jurisdictions other than the State of Mississippi; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE JOURNAL PUBLISHING COMPANY, INC. SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. The prevailing party in any litigation will be entitled, in addition to any other relief granted to it, to recover reasonable attorneys fees, expenses and costs incurred in connection with the litigation.

PUBLISHER TERMS AND CONDITIONS

PLEASE READ THESE PUBLISHER TERMS AND CONDITIONS ("PUBLISHER TERMS") CAREFULLY. IT IS A LEGAL DOCUMENT. IT CONTAINS BINDING OBLIGATIONS. BY POSTING ON THE JOURNAL PUBLISHING COMPANY, INC. SERVICE, YOU ("you" or "your" as applicable) ARE AGREEING TO BE BOUND BY THESE PUBLISHER TERMS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE PUBLISHER TERMS. "YOU" MEANS YOU OR, IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, "YOU" MEANS THAT EMPLOYER OR ENTITY.

The Journal Publishing Company, Inc. Service

The Journal Publishing Company, Inc. Service is described in the Terms of Use ("TOU"), which is incorporated by reference. In addition, the Journal Publishing Company, Inc. Service may include the services described from time to time on Journal Publishing Company, Inc.'s websites, provided, however, that Journal Publishing Company, Inc. reserves the right to change, improve and/or update the Journal Publishing Company, Inc. Service from time to time in its sole discretion. As part of the Journal Publishing Company, Inc. Service, Journal Publishing Company, Inc. enables rights holders ("Publishers") to upload, manage and distribute their content directly to end users through various distribution channels, including, but not limited to, (i) their own, proprietary website/s, (ii) through the Journal Publishing Company, Inc. Service itself, and/or (iii) anywhere Journal Publishing Company, Inc. enables such content to be accessed.

Your Obligations

In order to upload and publish content on the Journal Publishing Company, Inc. Service, You must accept these Publisher Terms and the TOU, and You must have an active, authorized account with Journal Publishing Company, Inc.. All content made available by you, other than "User Material," as defined in the TOU, is referred to as either "Video Material" or "Publisher Material." "Video Material" for purposes of this Agreement is the video you upload to the Journal Publishing Company, Inc. Services. "Publisher Material”, for purposes of this Agreement, is any other material you provide and includes without limitation music, animation, text, software, scripts, graphics, images, audio, information and interactive features. You are solely responsible for all Video Material and Publisher Material You transmit or submit to Journal Publishing Company, Inc., whether created by or for You. You may not submit Video Material and Publisher Material that contains any pornographic, infringing, hate-related, violent or illegal content. You may only upload and publish Video Material and Publisher Material on the Journal Publishing Company, Inc. Service to which You have sufficient rights and licenses to permit the distribution of your Video Material and Publisher Material via the Journal Publishing Company, Inc. Services. At all times, in using the Journal Publishing Company, Inc. Service, You must observe and abide by these Publisher Terms and the TOU as they may be amended from time to time.

Ownership/Reservation of Rights

Each party retains any and all pre-existing right, title and interest in and to its website/s, intellectual property, including copyrights and trademarks, technology, content and all components thereof, in whole or in part. Accordingly, You own Your Video Material and Publisher Material, and Journal Publishing Company, Inc. owns the Journal Publishing Company, Inc. Service. Neither these Publisher Terms nor the TOU shall be construed in any manner as transferring any rights of ownership of or license to the foregoing, and/or to the features or information therein, except as expressly set forth in these Publisher Terms and the TOU. Under no circumstances will these Publisher Terms be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in these Publisher Terms or the TOU.

License to Video Material and Publisher Material

License to Journal Publishing Company, Inc.. You hereby grant Journal Publishing Company, Inc. a limited, non-exclusive, worldwide, revocable, sublicensable license to perform such acts in connection with Your Video Material and Publisher Material as are necessary to provide the Journal Publishing Company, Inc. Service. Specifically, the foregoing license includes, without limitation, and to the extent necessary to provide the Journal Publishing Company, Inc. Service, permission for Journal Publishing Company, Inc., to: (i) publicly display, publicly perform, transmit, distribute, copy, store, reproduce and/or provide Your Video Material and Publisher Material on or through the Journal Publishing Company, Inc. Service, either in its original form, copy or in the form of an encoded work; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on Your Video Material and Publisher Material; (iii) distribute, transmit, and/or display Your Video Material and Publisher Material and encoded works via such technologies as are supported by Journal Publishing Company, Inc. from time to time; and (iv) display advertisements in connection with any display of Your Video Material and Publisher Material and encoded works. For the avoidance of doubt, Journal Publishing Company, Inc. expressly acknowledges and agrees that the Journal Publishing Company, Inc. Service does not include taking title to any Video Material and Publisher Material supplied by You.

License to Trademarks

Subject to full compliance with these Publisher Terms, Journal Publishing Company, Inc. hereby grants You, and You hereby grant Journal Publishing Company, Inc., a non-exclusive, non-transferable (except as provided herein), royalty-free right to reproduce and display the other's logos, trademarks, trade names and other similar identifying material (the "Marks") solely for the purposes described herein and in accordance with Journal Publishing Company, Inc.'s or Your, as applicable, established usage policies and procedures, as may be modified from time to time in Journal Publishing Company, Inc.'s or Your, as applicable, sole discretion and as supplied by link or in writing to the other party, and, in the case of Journal Publishing Company, Inc., to grant sublicenses thereto on the same terms and conditions to end users and Journal Publishing Company, Inc.'s affiliates and partners to the extent necessary in connection with the provision of the Journal Publishing Company, Inc. Service. In connection with such licenses, each party shall have the unilateral right to establish such quality standards and additional terms and conditions as such party deems necessary to reasonably protect its Marks. These licenses may be revoked by the granting party at any time upon notice to the other and will otherwise terminate automatically upon the termination of these Publisher Terms between You and Journal Publishing Company, Inc..

Video Material and Publisher Material Publication Options

By using the publisher portion of the Journal Publishing Company, Inc. Service, You may select options regarding the presentation, management, distribution of and end user access to Your Video Material and Publisher Material. You may change Your selections regarding each option to the extent permitted by the publisher portion of the Journal Publishing Company, Inc. Service. In all cases, Your last selections reflected in Journal Publishing Company, Inc.'s database shall be conclusive in the event of any dispute.

No Endorsement; Availability; Monitoring

You acknowledge that Journal Publishing Company, Inc. does not endorse, evaluate or guarantee any Video Material and Publisher Material and you may not state or imply any such endorsement, evaluation or guarantee. Journal Publishing Company, Inc. does not guarantee that any Video Material and Publisher Material will be made available on the Journal Publishing Company, Inc. Service, whether continuously or at all. Journal Publishing Company, Inc. shall have no obligation to monitor any Video Material and Publisher Material. However, Journal Publishing Company, Inc. and its agents shall have and do reserve the right to monitor any Video Material and Publisher Material from time to time for any lawful purpose. Journal Publishing Company, Inc. may, without notice to you, remove or block content of any Video Material and Publisher Material from the Journal Publishing Company, Inc. Service.

Suspension

Journal Publishing Company, Inc. reserves the right to suspend its performance or any aspect thereof under these Publisher Terms at any time, without giving prior notice, for any act which Journal Publishing Company, Inc., in its sole discretion, determines to be harmful to any end user of the Journal Publishing Company, Inc. Service, the Journal Publishing Company, Inc. Service itself or which Journal Publishing Company, Inc. determines in good faith violates or fails to comply with any applicable law or regulation.

Revocation of Rights

You have the right to revoke certain licenses You are granting to Your Video Material and Publisher Material under these Publisher Terms. If You choose to revoke any of Your revocable licenses, Journal Publishing Company, Inc. will use commercially reasonable efforts to remove Your Video Material and Publisher Material from the Journal Publishing Company, Inc. Service within three business days after receipt of Your notice of revocation but shall have no liability for failure to remove such Video Material. You acknowledge and agree that Journal Publishing Company, Inc. has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Journal Publishing Company, Inc. assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for such possible infringement. In addition, Journal Publishing Company, Inc. is not responsible for enforcing Your intellectual property rights, including filing suit or taking other legal action against infringers or against Journal Publishing Company, Inc.'s distribution partners who fail to cease using Your Video Material and Publisher Material upon revocation. Journal Publishing Company, Inc. respects the licensing choices publishers may provide viewers, including Creative Commons type licenses, but assumes no responsibility for enforcing such liability hereunder.

Representations and Warranties

Corporate. You represent and warrant at all times that: (i) You are duly organized and validly existing and in good standing under the laws of the state of Your incorporation; (ii) You have full corporate power and authority to enter into these Publisher Terms and the TOU and to carry out the provisions hereof and thereof; (iii) You are duly authorized to execute and deliver these Publisher Terms and the TOU and duly authorized to perform the obligations hereunder and thereunder; (iv) these Publisher Terms and the TOU are legal and valid obligations, binding and enforceable in accordance with their terms; and (v) neither the execution, delivery and performance of these Publisher Terms nor the TOU conflicts with any agreement, instrument, or understanding, oral or written, to which You are a party or by which You may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.

Ability to Accept these Publisher Terms. You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to accept, make and/or perform the terms, conditions, obligations, representations and warranties set forth in these Publisher Terms and the TOU, and to abide by and comply with the terms hereof and thereof.

No Infringement. You represent and warrant that You either own fully and outright or otherwise possess and have obtained all rights, approvals, licenses, consents and permissions as are necessary to perform Your obligations hereunder and under the TOU and to grant the licenses granted by You under these Publisher Terms and the TOU.

Representations About Your Video Material and Publisher Material. You specifically represent and warrant that Your Video Material and Publisher Material and the distribution and/or publication of Your Video Material and Publisher Material through the Journal Publishing Company, Inc. Service or through and/or by any affiliate or partner of Journal Publishing Company, Inc., directly or indirectly, does not, and shall not, infringe or misappropriate the rights of any third party, nor shall doing so violate any right of any person. You further represent that You have paid all license fees and/or other fees required to be paid to third parties for performance of Your obligations or exercise of Your rights hereunder, for the grant of the licenses hereunder and for any other act by You under these Publisher Terms ("Third Party Fees"), and You covenant to timely pay any and all Third Party Fees required to be paid in the future for such actions. You further expressly agree that, as between You, on the one hand, and Journal Publishing Company, Inc. and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to pay Third Party Fees as a result of distribution of Your Video Material and Publisher Material pursuant to these Publisher Terms shall be Your obligation and not the obligation of Journal Publishing Company, Inc. or any of its affiliates, subsidiaries or partners.

Indemnification

You agree to defend, indemnify and hold harmless Journal Publishing Company, Inc. and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "Journal Publishing Company, Inc. Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your violation of any term of these Publisher Terms, including any breach of any representation, warranty, covenant or agreement made by You herein; (ii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iii) any claim that any of Your Video Material and Publisher Material caused damage to a third party, or (iv) Your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Journal Publishing Company, Inc. Indemnitees. Journal Publishing Company, Inc. shall have the right to withhold any payments due to You, if any, to offset any liabilities and expenses covered by this indemnity. Journal Publishing Company, Inc. shall have the right, in its sole discretion, to select its own legal counsel to defend the Journal Publishing Company, Inc. Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and You shall be solely responsible for the payment of all reasonable attorneys' fees incurred by the Journal Publishing Company, Inc. Indemnitees in connection therewith. You shall notify Journal Publishing Company, Inc. immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Journal Publishing Company, Inc.'s ability to fully perform its respective duties or to exercise its respective rights under these Publisher Terms. You shall not, without the prior express written approval of Journal Publishing Company, Inc., settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for any Journal Publishing Company, Inc. Indemnitee. This defense and indemnification obligation will survive the term of these Publisher Terms.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE PUBLISHER TERMS, JOURNAL PUBLISHING COMPANY, INC. MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THESE PUBLISHER TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SUITABILITY OR OTHERWISE. THE JOURNAL PUBLISHING COMPANY, INC. SERVICE IS PROVIDED ON AN "AS IS" BASIS ONLY, AND JOURNAL PUBLISHING COMPANY, INC. MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT IT WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE JOURNAL PUBLISHING COMPANY, INC. SERVICE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS. JOURNAL PUBLISHING COMPANY, INC. MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND JOURNAL PUBLISHING COMPANY, INC. SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR VIDEO MATERIAL AND PUBLISHER MATERIAL WITHOUT YOUR AND/OR JOURNAL PUBLISHING COMPANY, INC.'S AUTHORIZATION AND/OR KNOWLEDGE, INCLUDING, WITHOUT LIMITATION, VIDEO MATERIAL AND PUBLISHER MATERIAL DELIVERED THROUGH STREAMING TECHNOLOGY.

Limitation of Liability

IN NO EVENT SHALL JOURNAL PUBLISHING COMPANY, INC. OR its affiliates, subsidiaries OR distribution partners and their respective officers, directors, employees and/OR agents BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, LOST BUSINESS, BUSINESS INTERRUPTION OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THESE PUBLISHER TERMS. UNDER NO CIRCUMSTANCES SHALL JOURNAL PUBLISHING COMPANY, INC. BE LIABLE FOR DAMAGES IN EXCESS OF AMOUNTS PAID OR PAYABLE TO YOU HEREUNDER.

Confidentiality

Each party agrees not to disclose the other party's Confidential Information without such other party's prior written consent. "Confidential Information" includes, without limitation: (i) all intellectual property, including, without limitation, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to each party's respective business; (ii) any click-through rates, financial information (including pricing), business information, including, without limitation, operations, planning, marketing interests, products and any other reporting information; and (iii) any other information designated in writing as "Confidential" or with an equivalent legend or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. Confidential Information does not include any information that has become publicly known through no breach of the above confidentiality obligations by You or Journal Publishing Company, Inc., or information that (a) is in or enters the public domain other than by a breach of the above confidentiality obligations or (b) is rightfully received from a third party without a breach of confidentiality by such third party. Notwithstanding the foregoing, neither party shall be prevented from disclosing the other party's Confidential Information to the extent required by law, rule, regulation or bona fide legal process, provided that party required to so disclose takes all reasonable steps to restrict and maintain confidentiality of such disclosure and provides prior written notice to the other party.

Miscellaneous

Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under these Publisher Terms due to any cause beyond its reasonable control, then that party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Independent Contractors. Journal Publishing Company, Inc. and You are independent contractors and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Journal Publishing Company, Inc. and You, and neither party has authority to enter into agreements of any kind on behalf of the other.

Assignment. You may not assign any of your rights or obligations under these Publisher Terms or the TOU without Journal Publishing Company, Inc.'s express prior written consent. Journal Publishing Company, Inc. may assign its rights or assign or delegate any of its obligations under these Publisher Terms or the TOU to the extent Journal Publishing Company, Inc. deems it necessary or desirable to provide or maintain the Journal Publishing Company, Inc. Service.

Governing Law, Jurisdiction and Venue These Publisher Terms shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Lee County of the State of Mississippi for any claim or action arising out of or relating to these Publisher Terms. You agree that ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE PUBLISHER TERMS MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. The prevailing party in any litigation will be entitled, in addition to any other relief granted to it, to recover reasonable attorney's fees, expenses and costs incurred in connection with the litigation.

Good Faith. You agree to act in good faith with respect to each provision of these Publisher Terms and the TOU and any dispute that may arise related hereto or thereto.

Effect of Waiver. The waiver by You or Journal Publishing Company, Inc. of a breach or a default of any provision of these Publisher Terms shall not be construed as a waiver of any succeeding breach of the same or any other provision.

Severability. Each provision of these Publisher Terms shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Survival. All terms of these Publisher Terms which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party's respective successors and permitted assigns.

Headings. The section headings and subheadings contained in these Publisher Terms are included for convenience only, and shall not limit or otherwise affect the terms hereof.

Export and International. The Journal Publishing Company, Inc. Service is controlled and offered by Journal Publishing Company, Inc. from its facilities in the United States of America. Journal Publishing Company, Inc. makes no representations that the Journal Publishing Company, Inc. Service is appropriate or available for use in other locations. Those who access or use the Journal Publishing Company, Inc. Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Notices. All notice required to be given under these Publisher Terms must be given in writing and delivered either by hand, by e-mail or by recognized overnight delivery service, all delivery charges pre-paid, and addressed as set forth below.

If to Journal Publishing Company, Inc.: Journal Publishing Company, Inc. 1242 South Green Street, Tupelo, MS 39904, Attn: New Media Director Fax: 662.620.8301

If to You: Via email or transmittal to the address identified by You through Your registration for the Journal Publishing Company, Inc. Service shall constitute notice to You.

Use of Your Name. You agree to: (i) permit Journal Publishing Company, Inc. to issue a press release using Your name and/or Marks announcing entry into these Publisher Terms; (ii) permit Journal Publishing Company, Inc. to utilize Your name and/or Marks in marketing materials and in connection with the Journal Publishing Company, Inc. Service; and (iii) permit Journal Publishing Company, Inc. to identify You as a publisher on the Journal Publishing Company, Inc. Service.

Entire Agreement. These Publisher Terms, together with the TOU and Journal Publishing Company, Inc. Privacy Policy license, constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between You and Journal Publishing Company, Inc. concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to these Publisher Terms.

Modification of Publisher Terms. Journal Publishing Company, Inc. shall have the right to modify these Publisher Terms at any time, which modification shall be effective immediately following the earlier of Journal Publishing Company, Inc.'s posting of such change on its website or upon written notice to You. We recommend that you check the Journal Publishing Company, Inc. website regularly for any such changes. Your use of the Journal Publishing Company, Inc. Service following such posting or receipt of such written notice shall be deemed to constitute your acceptance of such modification. These Publisher Terms may not otherwise be changed or modified, except in a writing signed by an authorized representative of Journal Publishing Company, Inc..

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