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Jump to Wavelength License Agreement below

TERMS OF USE

ABOUT WLIW AND WAVELENGTH

WLIW LLC (“WLIW”) is one of America’s most respected and innovative public media providers. WLIW delivers quality arts, science & technology, education and public affairs programming on-air and online and is committed to delivering lifelong learning and meaningful experiences to public television viewers. WLIW established Wavelength to facilitate the distribution of content between public television and radio stations to enhance and strengthen public broadcasting programming throughout our communities. Wavelength creates an online marketplace where stations can submit content for other broadcasters and media programmers to find, license and download for their use and a forum for public broadcasters to interact with each other.

USE OF THE WAVELENGTH PLATFORM

Wavelength is a content aggregator and distribution service accessed via the Internet at WavelengthPublicMedia.org (the “Site”) and on related or affiliated mobile sites and applications, as may be made available by WLIW from time to time (collectively with the Site, the “Platform”). Public television and radio stations who become members of Wavelength (“Members”) may upload to the Platform audio, audio-visual, visual works, and other materials (“Content”) for other Members to license and download, and may license and download Content uploaded by other Members. Members downloading Content will agree (in a “Licensing Agreement”) to usage terms selected by the uploading Member. The Platform may also offer discussion forums or other venues in which Members may post comments. The Platform is intended to be used only in a noncommercial manner. You may not distribute or otherwise publish any material to the Platform that contains solicitation of funds, advertising or solicitation for goods or services, nor otherwise use the Platform or any Content for any of the foregoing.

ACCEPTANCE OF TERMS

These Terms of Use, together with our Privacy Policy, which is expressly incorporated herein by reference, constitute a legally binding agreement (the “Agreement”) between you (acting as the authorized representative for your group, institution, company or corporation) and WLIW in relation to your use of the Platform, so please read these Terms and the Privacy Policy carefully. By accessing the Platform, you agree to abide by all of the terms and conditions of this Agreement, and you represent and warrant that you have read and understood these Terms of Use and the Privacy Policy and that you are at least 18 years of age. If you do not agree, please do not use the Platform.

CHANGES TO TERMS

WLIW may change, add or remove portions of these Terms of Use and/or the Privacy Policy at any time without notice, which will become effective immediately upon posting. It is your responsibility to review these Terms of Use and the Privacy Policy periodically. Your continued access to or use of the Platform after any such changes are posted will constitute your acceptance of and agreement to the changes.

MEMBERSHIP

You must establish a Member Account and become a Member to upload, download or license Content via the Platform. Only representatives of public television and radio stations and their affiliates or consortia are eligible to become Members. WLIW must approve new Member Accounts and WLIW reserves the right to accept or reject all applications for any Membership in its sole discretion. Membership applications may take time to process. Members grant to WLIW the right to publicly announce their station’s participation in Wavelength and to store and make available to other Members and their stations any Content you upload to the Platform.

Your Information – You agree to provide current, complete, and accurate information as necessary to complete your Membership application and as may otherwise be required in the course of using the Platform (“Membership Data”) and to update your Member Account profile as required to keep it current, complete, and accurate. Your Member Account email address and other information you provide to us will be treated in accordance with our Privacy Policy. By applying to be a Member you represent that you are an authorized representative of your station with sufficient authority to license Content to and from your station. You shall not use a false or misleading name or a name that you are not authorized to use.

User Account and Password – As a Member, you may establish an online account to upload, download and license Content and participate in Wavelength community forums (“Member Account”). You are solely responsible for maintaining the confidentiality and security of your passwords and Member Account. You are entirely responsible for all activities that occur on or through your Member Account. If you believe that your Member Account has been accessed by unauthorized third parties, or if your user name and password is lost or stolen, you must notify WLIW promptly in writing or email at ShareContent@wnet.org and you should change your password immediately. WLIW reserves the right to terminate inactive Member Accounts at any time.

Cancellation of Member Account by WLIW – WLIW reserves the right to remove, disallow or reassign Member Account usernames, passwords and links, in our sole discretion, and may, without notice, suspend or terminate your Member Account if activities occur on your Member Account which would or might constitute a violation of this Agreement or any applicable laws or regulations or an infringement or violation of the rights of any third party, in our sole discretion. WLIW has additional termination rights pursuant to the Term and Termination section of this Agreement.

PLATFORM USER TERMS

License to Use the Platform – WLIW grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view/listen to Content and, if a Member, in order to:

• submit, upload or post Content to the Platform (“Contributing Member”);
• download Content provided by Contributing Members from the Platform, subject to your License Agreement with the applicable Contributing Member (“Receiving Member”);
• participate in the community areas and communicate with other Members;
• use any other services that may be provided as part of the Platform.

The above rights and licenses are subject to your strict compliance with this Agreement, including the User Rules below, as well as any other applicable terms posted by WLIW from time to time.

User Rules

By using the Platform you agree to abide by all User Rules and acknowledge and agree that WLIW has the right, in its sole discretion, to terminate your Member Account or take such other action as we see fit. WLIW reserves the right to change, modify, add or remove User Rules at any time. WLIW may also screen or remove any Content that is not, in WLIW’s sole discretion, in compliance with these User Rules.

You agree not to do or attempt any of the following:

• copy, distribute, replicate or disclose any part of the Content or the Platform, including any object code, in any medium, including without limitation by any automated or non-automated “scraping,” except where such Content is your Content, or as permitted under these Terms of Use, and within the parameters set by the Contributing Member under the License Agreement relating to the Content;
• reverse engineer, reverse assemble, decompile, modify or attempt to discover any source of any part of the Platform;
• rent, sell, license or lease access to the Platform or any Content, except via a License Agreement;
• sell or transfer, or offer to sell or transfer, any Member Account to any third party;
• interfere with the Platform or the proper working of any feature thereof by any means, or compromise system integrity or security including, without limitation, by hacking any part of the Platform and/or WLIW servers or systems, submitting a virus, overloading, mail-bombing or crashing;
• circumvent any Platform security or access-restriction measures, including without limitation features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or any Content or materials therein;
• alter or remove any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than your Content);
• collect or harvest any personally identifiable information, including account names, from the Platform;
• impersonate another person or otherwise misrepresent your affiliation with a person or entity, engage in fraud, or hide or attempt to hide your identity;use or attempt to use another Member’s account, password, or other information unless you have permission to do so;
• transmit spam, chain letters, or other unsolicited communications or use the Platform for any commercial solicitation purposes;
• stalk, exploit, threaten, abuse or otherwise harass another user, or any WLIW employee;
• commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation.

You agree not to upload or communicate via the Platform any Content or other communication:

• that sells or promotes a product or service or that contains advertising or any solicitation or call to action with respect to products or services or that advocates on behalf of a candidate, or expresses a view on behalf of any person with respect to a matter of public importance or interest. Your Content must comply with Section 399A of the Communications Act (47 U.S.C. Section 399A, as amended), and the rules and policies of the Federal Communications Commission applicable to public broadcast stations;
• that does not generally pertain to the designated topic or theme of the relevant Platform area to which it is uploaded or posted;that will or may require any payment in connection with its authorized use;
• that is unlawful, harmful, abusive, offensive, defamatory, harassing, humiliating, threatening, profane, bigoted, or promoting of hatred or physical harm of any kind against any individual or identifiable group, or is otherwise objectionable in WLIW’s reasonable discretion;that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidentiality, trade secret or any other right, is contrary to any law, rule, regulation, court order, or is otherwise illegal or unlawful in WLIW’s reasonable opinion;
• that contains any invalid data, Trojan horse, virus, worm, or other or other harmful or malicious component, which or might overburden, impair or disrupt the Platform, or which might restrict or inhibit any other user’s use and enjoyment of the Platform.

You agree that it is your responsibility to install and maintain, on any computer or device from which your Member Account may connect to or access the Platform, anti-virus software and related protections against viruses, Trojan horses, worms, and other harmful or malicious software that is intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or operation.

You agree that in the event that you act as a Contributing Member by uploading Content and entering into a License Agreement with a Receiving Member, it is your responsibility to enforce the terms of such License Agreement; andin the event that you act as a Receiving Member by downloading Content and entering into a License Agreement with a Contributing Member, it is your responsibility to abide by the terms of such License Agreement.

You acknowledge that WLIW does not monitor the broadcasting or other distribution activities of Members, public broadcasters, or others, nor will WLIW enforce the terms of any License Agreement on your behalf and shall have no responsibility to do so. You agree that it is your responsibility to monitor all distribution activities with respect to your Content in order to facilitate the enforcement of the terms of your License Agreements.

INTELLECTUAL PROPERTY

Ownership of Copyrights – You retain ownership of the copyrights and all other rights in your Content, subject only to the nonexclusive rights granted to WLIW under this Agreement and to Receiving Members licensed to use the Content pursuant to the terms selected by you in a License Agreement. By submitting Content to the Platform, you are representing that you are the owner of the Content or have sufficient rights to grant the rights granted to WLIW and users of the Platform as described in these Terms of Use and in your applicable License Agreement. Submitting Content that is or includes the property of another, without the consent of the owner, is not only a violation of this Agreement, but may also subject you to legal liability for infringement of copyright, trademark, or other intellectual property rights.

Grant of Licenses – By uploading your Content, you grant WLIW a nonexclusive worldwide, royalty-free, fully-paid up license to store, publicly perform, publicly display, encode, reproduce, modify, publish, transmit and distribute your Content for the purpose of operating the Platform and related services and the right to excerpt and/or create compilations of up to five minutes of your Content for the purpose of promoting Wavelength, WLIW or its affiliates. Subject to the additional terms and conditions you specify through your License Agreement, you may grant other Members a non-exclusive license to publicly perform, publicly display, broadcast, encode, reproduce, publish, adapt, transmit, manufacture, distribute and synchronize your Content for public transmission.

Trademarks – You acknowledge that “Wavelength” and other trademarks, service marks, trade names, slogans, graphics and logos and other symbols associated with or referring to the Platform and the Content (“Marks”) are the sole and exclusive property of WLIW or their respective owners, as the case may be. You are granted no right, benefit or license with respect to any Marks, except for purposes of identification of Content as provided by the Content’s Contributing Member.

Credits – WLIW will endeavor to include credits displayed in the Content containing audiovisual works as provided by you. You shall not be entitled to assert any claim or cause of action of any kind against WLIW because of the inaccuracy or omission of any credits provided by you. WLIW may remove credits from clips WLIW uses for promotional purposes.

COPYRIGHT INFRINGEMENT AND NOTIFICATION POLICY

Copyright Infringement Notice – If you are a copyright owner or an agent of the owner and believe that any Content infringes upon your copyrights, please provide the following information in writing to WLIW’s Copyright Agent below (the “DMCA Notice”). See the Digital Millennium Copyright Act (“DMCA”) 17 U.S.C 512 for further detail. If you fail to comply with all of the requirements of this section, your DMCA Notice may not be valid.

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
• A description of the copyrighted work(s) that you claim has been infringed.
• A description of where the material that you claim is infringing is located on our Platform.
• Your address, telephone number, and email address so that we can contact you.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

WLIW Copyright Agent:

Robert Feinberg
WNET
825 Eighth Avenue, 14th Fl.
New York, NY 10019
(212) 560-6981
Feinberg@wnet.org

With Copies To:

Cindy Abramson
WNET
825 Eighth Avenue, 14th Fl.
New York, NY 10019
(212) 560-2941
AbramsonC@wnet.org

-and-

Wavelength Team
825 Eighth Avenue, 14th Fl.
New York, NY 10019
ShareContent@wnet.org

Counter-Notice – If you believe that your Content that was removed is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature.
• Identification of the Content that has been removed and the location at which the material appeared before it was removed or access to it was disabled.
• A statement that you have a good faith belief that the Content was removed as a result of a mistake or a misidentification of the Content.
• Your name, address, telephone number, and e-mail address.
• A statement that you consent to the jurisdiction of the federal court in New York and that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, WLIW may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content within 10 business days of the date of such communication. Unless the copyright owner files an action seeking a court order against WLIW, the removed Content may be replaced in 10 to 14 business days or more after receipt of the counter-notice at WLIW’s sole discretion.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• you have the full right and power to enter into and perform this Agreement on behalf of your Member station and you have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement;
• your Content and use of the Platform will comply at all times with this Agreement, including the User Rules above, and with any License Agreement you enter in connection with Content;
• you have not nor will you pay any monies to any person for influencing or attempting to influence an officer or employee of any federal agency of the United States or any Member of the United States Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;all factual assertions that you made and will make to us are true and complete;
• the Content does not contain any material that promotes a product or service or that contains advertising or any solicitation or call to action with respect to products or services or that advocates on behalf of a candidate, or expresses a view on behalf of any person with respect to a matter of public importance or interest;your Content complies with Section 399A of the Communications Act (47 U.S.C. Section 399A, as amended), and the rules and policies of the Federal Communications Commission applicable to public broadcast stations;
• the Content complies with Section 507 of the U.S. Federal Communications Act and other Federal requirements applicable to public broadcaster funding and the Contributing Member of such Content has not, and will not accept or agree to accept, any monies, services, or other consideration for the inclusion of commercial material or matter in, or as part of, the Content;
• your Content, and each and every part thereof, is an original work owned by the Member station, or, if owned by a third party, you have obtained all rights, licenses, consents and permissions necessary in order to authorize WLIW and Wavelength’s Members to use your Content;
• authorized use of your Content by WLIW or any Member will not result in any payment requirements, including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in the Content, or your licensors, unions or guilds;
• the Content does not and will not infringe on any third party’s copyright, patent, trademark, trade secret, literary, moral or dramatic right, other proprietary rights, or rights of privacy, publicity, or performance;
• you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in your Content in order to include their name, voice, performance, or likeness in your Content and to publish the same on the Platform;
• your Content and use of the Platform comply with all applicable laws, rules and regulations of federal, state and local authorities;
• the Content does not contain any invalid data, Trojan horse, virus, worm, or other or other harmful or malicious component, which or might overburden, impair or disrupt the Platform, or which might restrict or inhibit any other user’s use and enjoyment of the Platform or harm any hardware, software, information or other property of WLIW, any Member, or any other party;
• the Content does not and will not create any liability on the part of WLIW, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers, members, or owners.

LIABILITY

Liability for Content

WLIW does not endorse any Content, or any opinion, recommendation, or advice expressed in the Content. WLIW expressly disclaims any and all liability in connection with Content and its provision or use. You are solely responsible for all of your Content and other communications uploaded, posted or distribute to, on or through the Platform via your Member Account, and the enforcement of any License Agreement you enter into with respect thereto, and to the extent permissible by law, WLIW excludes all liability with respect to all Content and the activities of its Members and users with respect thereto.

You acknowledge and agree that:

• WLIW stores Content and other information at the direction, request and with the authorization of its Members;
• WLIW acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content and other information;
• WLIW plays no active role and gives no assistance in the presentation or use of the Content by other users of the Platform;
• WLIW cannot and does not routinely review the Content created or uploaded by its Members;
• where the Content and/or Platform contains links to third party sites, WLIW does not endorse, has not reviewed, cannot control, and is not responsible for such sites and you acknowledge that your use of such third party sites is at your own risk;
• neither WLIW nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, or officers has any obligation or duty, to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law;
• neither WLIW nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors or officers has any obligation or duty, to monitor or report to you the use of your Content by any other Member or user or to enforce the terms of any License Agreement into which you enter;
• WLIW reserves the right to remove or disable access to any Content or other materials comprising a part of the Platform;
• WLIW will in no event be liable for the good faith removal of or disabling of access to any such Content or materials under this Agreement.

Limitation on Liability

Neither you nor WLIW shall be liable for any consequential, incidental, indirect, economic, special, exemplary or punitive damages arising from any provision of this Agreement. WLIW and its subsidiaries, affiliates, successors, assigns, employees, agents, directors and officers hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by Members, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against WLIW or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, or officers.

Disclaimer

UNLESS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, WLIW’S SERVICES AND THE WAVELENGTH PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE. WITHOUT LIMITATION, WE DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM AND THE SERVICES. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE, THE WAVELENGTH PLATFORM, OR ANY SERVICES ASSOCIATED THEREWITH, WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE, WITH RESPECT TO ALL CONTENT, INFORMATION OR OTHER COMMUNICATIONS PROVIDED VIA THE PLATFORM BY THIRD PARTIES. IN JURISDICTIONS THAT DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

INDEMNITY

Your Indemnity – To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless WLIW, the Members, and their parent corporations, affiliates, subsidiaries, and their respective officers, directors, employees, partners and agents, and any parties with whom WLIW or the Member may contract to provide its services, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from:

• your use of and access to the Platform;your violation of any term of this Agreement;
• your violation of any third party right, including without limitation any copyright, property, or privacy right; or
• any claim that your Content or any other information or communications posted by you caused damage to a third party.

You will defend and indemnify WLIW, or at its option settle, in the same manner as provided in this Section, any claims made against WLIW for infringement based on any conduct described in the above subsections. This defense and indemnification obligation will survive this Agreement and your use of the Platform.

WLIW’s Indemnity – To the extent permitted by applicable law, and subject to all representations, warranties and disclaimers hereunder, WLIW agrees to defend, indemnify and hold harmless you, your affiliates, subsidiaries, officers, directors, employees, partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from any third party lawsuit or proceeding brought against you alleging that the technology and the processes used in the Platform when used in accordance with this Agreement infringe(s) the U.S. patent or copyright or misappropriate(s) the trade secrets of such third party (“IP Claim”). Notwithstanding the foregoing, in no event shall WLIW have any obligations or liability under this section arising from:

• use of the Platform in a modified form;
• use not in accordance with this Agreement;
• continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement;
• any Content or other communication submitted by a Member or Platform user; or
• use of other than WLIW’s most current release of the Platform.

Following notice of an IP Claim or any facts which may give rise to such IP Claim, WLIW may, in its sole discretion and at its option:

• procure the right for you to continue to use the Platform;
• replace the Platform;
• modify the Platform to avoid the alleged infringement; or
• terminate the license to you for the allegedly infringing services.

Indemnification provided under this Section by WLIW for IP Claims shall be limited to payment by WLIW of all damages and costs finally awarded for such claim or settlement costs approved in writing by WLIW. The foregoing obligations shall exist only if you:

• promptly give written notice of the IP Claim to WLIW pursuant to the Notices section below; and
• provide WLIW with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
• give WLIW full control and sole authority over the defense and settlement of such claim.

You may join in defense with counsel of your choice at your own expense. WLIW shall only reimburse you for expenses you incurred with WLIW’s prior written approval.

THIS SECTION STATES WLIW’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO WLIW’S ALLEGED INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE TECHNOLOGY AND PROCESSES USED IN THE PLATFORM.

CHANGES TO THE PLATFORM OR MEMBER ACCOUNTS

WLIW may offer additional or different features via the Platform from time to time, in its discretion, and may change, modify, withdraw or discontinue any of the features, services and functionalities of the Platform at any time and for any reason with or without notice. WLIW also reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access for all or some Members to the Platform or any part thereof, temporarily or permanently. You hereby agree that WLIW and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, and officers shall not be liable to you or to any third party for any changes or modifications to the Platform or any services that WLIW may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Platform, or any part thereof, or your ability to use or access the same from or within any territory or territories. WLIW may change the features of, withdraw or introduce new types of Member Accounts at any time and for any reason. In the event of any change(s) to the features of any Member Account, such change(s) will be communicated by posting a notice on our Site and will only take effect with respect to any subsequent use of your Member Account. You will have no obligation to continue using the Platform following any such notification, but your continued use of your Member Account will constitute your acceptance of such changes.

TERM AND TERMINATION

WLIW may terminate this Agreement at any time by so notifying you. You may terminate this Agreement by closing your Member Account by contacting us via email at sharecontent@wnet.org. Licenses to WLIW with respect to your Content will terminate upon termination of this Agreement. Licenses to comments and other contributions that you make or upload to the Platform will be perpetual and irrevocable, and will continue notwithstanding your termination of the Agreement.

You may terminate your license to WLIW with respect to some or all of your Content, at any time by removing such Content from the Platform; provided that WLIW may continue to use the Content pursuant to its promotional rights for a commercially reasonable time after such termination to enable WLIW to remove such Content from its promotional materials. The terms of any License Agreement you have entered into with any other Member prior to termination or removal of your Content will remain in effect, it will be your responsibility to terminate any License Agreements, if you so desire, and WLIW shall not be liable for any claim, damage or expense by or against any Member in respect of any such termination or lack thereof. WLIW shall use reasonable efforts to discontinue user access to the Content promptly upon termination; however, your Content may remain accessible following termination.

You hereby acknowledge and agree that after your Content has been distributed through a License Agreement, WLIW is not obligated to ensure the deletion of your Content distributed to third parties or to require any user of the Platform to delete any items of your Content from any servers or systems operated by third parties. You understand and agree that WLIW may retain (but not display or distribute) server copies of Content that has been removed or deleted.

The sections of this Agreement entitled “Intellectual Property,” “Term and Termination,” “Representations and Warranties,” “Liability,” “Indemnity,” “Notices,” and “Miscellaneous” shall survive termination.

NOTICES

All notices permitted under this Agreement must be in writing and delivered by personal delivery, by United States Postal Service certified mail return-receipt requested, or by a recognized receipted commercial courier company (i.e., FedEx, UPS, etc.). Notices will be effective upon receipt, as evidenced by the United States Postal Service or another recognized delivery service. All notices to you will be sent to the contact information provided by you in your Member Account profile at the time of notice. Notices to WLIW must be sent to:

WLIW LLC
825 Eighth Avenue
New York NY 10019
Attn: Diane Masciale,
Vice-President and General Manager, WLIW LLC

With a copy to:

WNET’s General Counsel at the address listed above.

MISCELLANEOUS

• This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you except as specifically provided in this Agreement, but may be assigned by WLIW without restriction.
• This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties.
• This Agreement confers rights and remedies upon the parties and no person other than the parties shall have any rights or remedies under this Agreement.
• No waiver by you or WLIW of any breach by the other party of any of the terms or conditions of this Agreement will be deemed to be a waiver of any preceding or succeeding breach of the same or any other terms or conditions.
• Nothing in this Agreement is deemed to constitute a partnership or joint venture between you and WLIW or any Member, nor will either party hold itself out as being the agent of the other.
• Nothing contained in this Agreement obligates WLIW or any Member to broadcast or otherwise exhibit any Content.
• This Agreement embraces the entire understanding between you and WLIW with respect to its subject matter, supersedes any prior oral or written communications relating to the same, and may not be altered or modified except in a writing signed by an authorized signatory of each party.
• This Agreement will be construed and applied according to the laws of the State of New York, without regard to New York’s choice of law rules. The parties agree to submit to the jurisdiction of the federal and state courts of the State of New York located in New York County, which the parties acknowledge and agree are convenient forums in which to litigate any action arising out of this Agreement, agree to be bound by the judgment rendered by these courts, and agree to waive any right to transfer such action to any other court.
• The headings of the sections and subsections of this Agreement are for convenience or reference only and shall not be considered in, nor shall they affect, the interpretation of any of the provisions of this Agreement.
• If any provision or provisions of this Agreement is held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions will in no way be affected or impaired.

Last Revised: July 7, 2017

WAVELENGTH LICENSE AGREEMENT

Representatives of public television and radio stations who are members of Wavelength (“Members”) may upload to the Platform audio, audio-visual, visual works, and other materials on behalf of their station (“Content”) for other Members to license and download, and may license and download Content uploaded by other Members. This License Agreement is subject to the Wavelength Terms of Use, which are incorporated by reference herein. All terms used but not defined herein have the meanings given to them in the Terms of Use.

When you upload Content to the Platform, you act as a “Contributing Member;” when you download Content uploaded by a Contributing Member, you act as a “Receiving Member.” The terms and conditions of this License Agreement govern the relationship between a Contributing Member and a Receiving Member with respect to each item of Content downloaded by the Receiving Member.

Contributing Member: Uploading Content

By uploading a particular item of Content to a page on the on the Platform (the “Project Page”), you agree to be bound by the Terms of Use and the terms of this License Agreement and you grant, on behalf of your Member station, to all Members who download such Content:

• a non-exclusive, personal and non-transferable, royalty-free, fully paid up, license to exhibit and otherwise distribute the item of Content uploaded to the Project Page, as you further specified when you uploaded the Content to the Project Page by selecting the Term, number of Releases, Territory, Media and other conditions pursuant to which you are licensing that particular item of Content (see below for Definitions);
• a non-exclusive, personal and non-transferable, royalty-free, fully paid up, license to use, and authorize others to use, in any manner or media throughout the world during the Term, any additional materials and other assets related to the Content that you upload to the Project Page (“Additional Assets”) that you mark as “Promo” (such as but not limited to promos, press releases, bios, Content stills, excerpts, web extras and the like) for promotion of the Content or any Member program or series in which the Content is featured;
• a non-exclusive, personal and non-transferable, royalty-free, fully paid up, license to use, and authorize others to use, in any manner or media throughout the world during the Term, any Additional Assets that you upload to the Project Page that you do not mark as “Promo” (such as but not limited to closed captioning files and Content transcripts), solely for the purpose of facilitating the rights in the Content granted above to the Receiving Member; and
• the non-exclusive right to use any Marks featured in or associated with the item of Content, solely for purposes of identification of the Content.

You agree that as a Contributing Member, it is your responsibility to enforce the terms of your License Agreement(s), as appear here and on the relevant Project Page(s), and to reasonably monitor all distribution activities with respect to your Content in order to facilitate such enforcement.

You agree that WLIW is not responsible or liable for any errors with respect to the licensing terms appearing on your Project Page(s). You acknowledge that WLIW does not monitor the broadcasting or other distribution activities of Members, public broadcasters, or others, nor will WLIW enforce the terms of any License Agreement on your behalf and shall have no responsibility to do so.

Receiving Member: Downloading Content

By downloading a particular item of Content, you agree, on behalf of the public television or radio station, affiliate or consortium you specified in your Membership Data, to be bound by the terms and conditions of the Terms of Use and the terms of this License Agreement as set forth above and as further specified by the Contributing Member on the Content’s Project Page.

You acknowledge that any use of the Content outside of the parameters as specified above or on the Content’s Project Page, or any use of the Content in contravention of the Terms of Use, is not permitted under this License Agreement and may result in civil or criminal penalties.

You agree that as a Receiving Member, it is your responsibility to read, understand and abide by the terms of your License Agreement(s), as appear here and on the relevant Project Page(s).

Definitions

Term: The license term commences on the Original Broadcast/Publish Date and continues for the period of time selected by the Contributing Member, both as set forth on the item of Content’s Project Page.

Release: Each Release consists of unlimited exhibitions of the item of Content during a consecutive seven (7) day period, commencing with the first exhibition of the Content in any media, whether or not it occurs at the time of a coordinated national exhibition.

All Manner/Media Rights: The right to exhibit and otherwise distribute the Content by any means of technology, including but not limited to broadcast, Internet and wireless, radio, theatrical and non-theatrical exploitation, whether free or where a fee is charged to the viewer on a subscription or individual content basis.

All Manner and Media Rights – Non-Commercial only: The right to exhibit and otherwise distribute the Content by any means of technology, including but not limited to broadcast, Internet and wireless, radio, and non-theatrical exploitation; provided that no fee is charged to the end user, whether on a subscription or individual content basis.

Public Television Rights: The right to broadcast the Content to viewers via non-commercial broadcast, cablecast, or satellite in a non-interrupted transmission or feed, which may be viewed on any video display device. Public Television Rights also includes the rights to exhibit the Content on free, secondary, multicast public television services, channels or blocks and to describe the Content on a separate audio channel as a special service for the visually impaired and/or close caption the Content.

Free VOD & PBS Passport Rights consist of the following rights:

• Free VOD Rights: The right to exhibit the Content via the Internet or wireless service for private viewing, which may be viewed on any video display device, on an on-demand, non-downloadable basis, where the viewer can select and control playback (i.e. Video On-Demand (VOD)), provided that no fee is charged to the viewer, whether on a subscription or individual program basis; and
• PBS Passport Rights: The right to exhibit the Content via the Internet or wireless service on any Video On-Demand (VOD) service operated or branded by PBS or a public television station by making certain public television programs available for no separate charge to public television station members only, as a membership benefit.

Commercial VOD & Home Video Rights consist of the following rights:

• Fee Based VOD Rights: The right to exhibit the Content via the Internet or wireless service for private viewing, which may be viewed on any video display device, on an on-demand, non-downloadable basis, where the viewer can select and control playback (i.e. Video On-Demand (VOD)) and a fee is charged to the viewer, whether on a subscription or individual program basis (e.g., Netflix, Google Play); and
• Download-To-Own/Rent: The right to sell or rent digital copies of the Content via the Internet or wireless service for private viewing, which may be viewed on any video display device, either for permanent retention or where access to the Content is permitted only for a limited period of time, and a fee is charged to the viewer, whether on a subscription or individual program basis (e.g., iTunes); and
• Physical Video Rights: The right to manufacture and sell or rent physical copies of the Content for private viewing, which may be viewed on any video display device, via any and all forms of physical media (e.g., DVDs, Blu-Ray).

Public Radio Rights: The right to broadcast the Content to listeners via non-commercial broadcast, cablecast, or satellite radio in a non-interrupted transmission or feed or an on-demand, non-downloadable basis, where the listener can select and control playback; provided that no fee is charged to the listener, whether on a subscription or individual program basis.

Theatrical Rights: The right to exhibit the Content for viewing by an audience in places that are open to the general public, where an admission fee is charged to view the Content.

Non-Theatrical Rights: The right to exhibit the Content for viewing by audiences at educational, cultural, charitable, civic, religious, government and institutional organizations such as schools, colleges, libraries, and museums, where no admission fee is charged to view the Content.

Digital Classroom Rights: The right to distribute the Content, and excerpts and elements from the Content, in connection with any integrated digital content and/or multimedia curriculum service targeting educators and/or students in both formal and informal educational settings (e.g., classrooms, libraries, schools); provided that no fee is charged to the end user, whether on a subscription or individual content basis.

Modification/Editing: The right to cut, edit, alter, and otherwise modify the Content in any manner, provided such modification does not distort the Content in any way which is likely to impair its meaning, quality, or integrity. Modification/Editing rights includes the right to combine the Content with other audiovisual Content owned by the Receiving Member or third parties. If no Modification/Editing Rights are granted, the Receiving Member must use the Content exactly in the form provided by the Contributing Member.

Promotional Use: The right to use the Content, and any excerpts and elements from the Content, for promotion of the Content or any Member program or series in which the Content is featured, in all manner and media during the Term throughout the Territory. Note: Granting Promotional Use means that a Receiving Member may excerpt clips, stills, or elements from the item of Content for promotional use, in their discretion. You should not grant Promotional Use rights if the Content or any element thereof contains third party restrictions. Instead, upload any restriction-free Additional Assets you wish to make available for promotional use (such as promos, press releases, bios, Content stills & excerpts, web extras, etc.) to the Content’s Project Page and designate them “Promo.”

Last Revised: July 7, 2017