Terms of Service

These Terms of Service for the NBA Content Network (these “Terms of Service”) create a contract between you and your employer (collectively, “you,” “your” and “yourself”), on the one hand, and NBA Properties, Inc. (the “Operator”), the owner of the NBA Content Network (the “Content Network), on the other hand. Please read these Terms of Service carefully.

Your access to and use of the Content Network is subject to (and you must comply with) these Terms of Service, the Privacy Policy of the Content Network, as updated from time to time (the “Privacy Policy”), all applicable National Basketball Association (“NBA”) (and affiliate league) rules, and all applicable laws and regulations. These Terms of Service may be amended or modified, or new conditions may be imposed, at any time.

TABLE OF CONTENTS
1. Ownership
2. Registration
3. Use Restrictions
4. Acceptable Usage Policy
5. Disclaimer of Warranties and Damages; Limitation of Liability
6. Indemnification
7. Termination of Service
8. Software
9. Choice of Law
10. Injunctive Relief
11. Miscellaneous
12. Supplemental Terms

1. OWNERSHIP

The content and materials contained within the Content Network (including, but not limited to, video, audio, photos, text, images, statistics, updated scores, logos and other intellectual property related to the NBA, its affiliate leagues and their teams) (collectively, “NBA Content”) are either owned or controlled by Operator or one of its affiliates or related entities.

You agree not to reproduce, republish, upload, post, transmit, reproduce, distribute, copy, publicly display or otherwise use any NBA Content except as expressly permitted by a content license granted by the Operator, the NBA or one of their respective affiliates or related entities (a “Content License”). Nothing contained herein shall limit any of your obligations under, or modify any restrictions on your use of NBA Content pursuant to, the applicable Content License.

By virtue of these Terms of Service, you shall not acquire rights to air or license NBA Content. These Terms of Service are not intended to convey any copyright or other property right to the NBA Content (including any edited versions thereof), and you acknowledge and agree that all incidents of ownership thereof, including all copyrights, shall remain vested in the Operator or one of its affiliates or related entities.

2. REGISTRATION

(i) Registration Data: You agree to: (A) provide true, accurate and complete information about yourself as prompted by the registration form (“Registration Data”); and (B) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If the Operator has reasonable grounds to suspect that the Registration Data is untrue, inaccurate or incomplete, the Operator shall have the right to suspend or terminate your account and refuse any and all current or future use of the Content Network. You acknowledge and agree that the Operator shall have no liability associated with or arising from your failure to maintain accurate Registration Data, including, but not limited to, your failure to receive critical information about the Content Network or your account. You further agree that the Operator is authorized to verify such Registration Data. You acknowledge and agree that the Operator may rely on the Registration Data to send you important information and notices regarding your account and the Content Network.

(ii) Username and Password: You authorize the Operator to process any and all account transactions initiated through the use of your username and password. You are solely responsible for maintaining the confidentiality of your username and password and must immediately notify the Operator of any unauthorized use of your username and password. You acknowledge and agree that you are responsible for any unauthorized activities, charges and/or liabilities made through the use of your username and password. In no event will the Operator be liable for the unauthorized use or misuse of your username and/or password. The Operator may need to change usernames allocated to certain of our products and services and the Operator reserves the right to do so. You will be informed of this if the Operator makes such a change. The Operator collects and uses your username, password and other Registration Data in accordance with the Privacy Policy and you consent to Operator and its affiliates and vendors using, processing and transferring (including, but not limited to, transfers to any country or territory) your username, password and other Registration Data in connection with your access to and/or use of the Content Network.

3. USE RESTRICTIONS

(i) You agree to use the Content Network solely to access NBA Content in accordance with a Content License. You agree that you will not (A) modify or reverse engineer any portion of the Content Network, any documentation related to the Content Network or any information derived or refined as result of your use of the Content Network (including, but not limited to any video platform or documentation provided by a vendor or any information derived or refined by a vendor) (collectively, the “Technology”); (B) rent, lease, loan or otherwise permit third parties to access or use any portion of the Technology; (C) use any portion of the Technology to provide services to third parties; or (D) circumvent or disable any security or other technological features or measures of any portion of the Technology.

(ii) Without limiting the foregoing, except with the prior written approval of the Operator, you may not make any changes in the NBA Content, other than to edit for time or to re-voice or add graphics for local exhibition (e.g., subtitles) in a manner which does not materially change or alter the NBA Content.

(iii) On a monthly basis (and more frequently if requested by the Operator), you shall report to the Operator (in a format acceptable to the Operator) the particular programs or other content (collectively, “Programs”) in which you have incorporated NBA Content, and the particular NBA Content files incorporated therein. At the Operator’s request, you shall forward to the Operator a copy of any Program in which the NBA Content is incorporated by you pursuant to the terms hereof.

4. ACCEPTABLE USAGE POLICY

You agree that you will: (i) not let any other person or entity use your account; (ii) keep your log-in details (username and password) for your account secure and confidential; (iii) not willfully or negligently introduce or create onto the Content Network (or any vendor’s systems) any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or file; and (iv) not abuse or fraudulently use the Content Network (including, but not limited to any vendor’s video platform) (collectively, this “Acceptable Usage Policy”). For the purposes of this Acceptable Usage Policy, abuse and fraudulent use of the Content Network (including, but not limited to any vendor’s video platform) include (but are not limited to): (A) any use of the Content Network to store or transmit offensive, infringing, libelous or otherwise unlawful or tortious material, or to upload, store or transmit material in violation of third-party rights or that in any way fails to comply with this Acceptable Usage Policy; (B) any attempt to copy, duplicate, modify, create derivative works from or distribute or make available all or any portion of the Content Network (including, but not limited to any software, data or information included on or forming part of the Content Network); (C) any attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Content Network (including, but not limited to any software included on or forming part of the Content Network); (D) any attempt to access all or any part of the Content Network (including, but not limited to any information, data or software included on or forming part of the Content Network) in order to build a product or service which is capable of competing for business with the Content Network or any vendor’s services; (E) any attempt to obtain, or assist third parties in obtaining, unauthorized access to the Content Network (including, but not limited to any software or data included on or forming part of the Content Network and any materials derived therefrom); (F) the carrying out of unauthorized invisible processing when using the Content Network (including, but not limited to placing web bugs and other monitoring devices on computers accessing the Content Network); (G) attempting to gain access to or gaining access to information which contains enquiry or transaction volumes relating to use of the Content Network (including, but not limited to any vendor’s video platform); or (H) directly or indirectly assisting another person to perform the acts prohibited in this Acceptable Usage Policy.

5. DISCLAIMER OF WARRANTIES AND DAMAGES; CLEARANCES; LIMITATION OF LIABILITY

While the Operator uses reasonable efforts to include accurate and up to date information in the Content Network, the Operator makes no warranties or representations as to its accuracy. The information contained in or made available through the Content Network cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, financial, medical or legal matters. The Operator assumes no liability or responsibility for any errors or omissions in the content of the Content Network.

Neither the Operator, nor any of its affiliates, owners, governors, directors, officers, employees, agents, representatives, vendors, business partners, licensors or suppliers (collectively, the “Operator Parties”) make any representation that the materials contained in the Content Network are appropriate or authorized for use in all countries, states, provinces, county or any other jurisdictions. If you choose to access the Content Network, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations.

You also acknowledge and agree that you shall be solely responsible for obtaining any and all necessary licenses, releases, or waivers permitting you to use (i) the music, announcer calls or any other material contained in the NBA Content and (ii) the performance of any individual appearing or contained in the NBA Content. In addition, you will not use the NBA Content in any way which expresses or implies endorsement by any individual appearing in the NBA Content of any organization, cause, belief, product or service unless you obtain a waiver or release satisfactory to the Operator prior to any use of the NBA Content. You shall be solely responsible for obtaining such waivers or releases.

THE MATERIALS IN THE CONTENT NETWORK ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE OPERATOR PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE OPERATOR PARTIES DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THE CONTENT NETWORK IS ACCURATE, COMPLETE, CORRECTLY SEQUENCED, RELIABLE OR TIMELY, OR THAT THE CONTENT NETWORK WILL BE UNINTERRUPTED OR FREE OF ERRORS AND/OR VIRUSES. YOU USE THE CONTENT NETWORK AT YOUR SOLE RISK.

NOTWITHSTANDING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE OPERATOR PARTIES, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, ARISING OUT OF OR IN ANY WAY RELATED TO THE CONTENT NETWORK OR THESE TERMS OF SERVICE SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED BY THE OPERATOR FROM YOU FOR THE USE OF THE CONTENT NETWORK DURING THE MONTH IN WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE CONTENT NETWORK, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THESE TERMS OF SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR PARTIES SHALL NOT HAVE ANY LIABILITY FOR ANY INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER FOR ANY REASON ARISING IN CONNECTION WITH THESE TERMS OF SERVICE AND/OR THE CONTENT NETWORK, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS LIMITATION IS INDEPENDENT OF ANY OTHER LIMITATION SET FORTH IN THESE TERMS OF SERVICE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR INJURY CAUSED, IN WHOLE OR IN PART, BY CONTINGENCIES OR ISSUES BEYOND THEIR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO: THE ACTS OF THIRD PARTIES, ERRORS IN THE NBA CONTENT OR CONTENT NETWORK, NETWORK FAILURES, INTERNET FAILURES, SOFTWARE AND HARDWARE FAILURES, VIRUSES AND OTHER SYSTEM ATTACKS, LABOR STOPPAGES, RIOTS, ACTS OF GOVERNMENT OR GOD, NATURAL DISASTERS, ACTS OF TERRORISM, COMMUNICATION LINE FAILURE, OR THEFT, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS.

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER (I) LIABILITY OR DAMAGE IS ALLEGED FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER THEORY OR CAUSE OF ACTION, AND/OR (II) THE PARTY AGAINST WHICH LIABILITY OR DAMAGES IS SOUGHT WAS ADVISED OF THE POSSIBILITY THEREOF.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, THE CONTENT NETWORK OR ANY PART THEREOF, MUST BE ASSERTED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR IT SHALL BE FOREVER BARRED.

6. INDEMNIFICATION

You hereby agree to indemnify and hold the Operator, the NBA and its member teams, the National Basketball Players Association, the Women’s National Basketball Players Association, and each of their respective affiliates, owners, governors, directors, officers, employees, agents, representatives, vendors, business partners, licensors and suppliers harmless from all claims, liabilities, damages and expenses (including attorneys’ fees and court costs) arising out of or relating to: (i) your access to, or use of, the Content Network; or (ii) any breach or alleged breach of these Terms of Service.

7. TERMINATION OF SERVICE

The Operator may change, suspend or discontinue any aspect of the Content Network at any time, including the availability of any Content Network feature, database or content. The Operator may also impose limits on certain features and services or restrict your access to parts or the entire Content Network without notice or liability at any time in the Operator’s exclusive discretion, without prejudice to any legal or equitable remedies available to the Operator, for any reason or purpose, including, but not limited to, conduct that the Operator believes violates these Terms of Service or other policies or guidelines posted on the Content Network or conduct which the Operator believes is harmful to other users of the Content Network, to the Operator’s business or to other content providers. Upon any termination of this contract, you shall immediately discontinue your use of and access to the Content Network and destroy all materials obtained from it.

8. SOFTWARE

Software and other materials from the Content Network may also be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Content Network may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, the Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. The Operator does not authorize the downloading or exportation of any software or technical data from the Content Network to any jurisdiction prohibited by the United States Export Laws.

9. CHOICE OF LAW

These Terms of Service and any disputes relating to these Terms of Service or the Content Network will be governed by the laws of the State of New York, United States of America, without regard to its principles of conflicts of laws. If you provided a physical address as part of Registration or pursuant to the Content License, you further agree to accept service of process by certified mail, return receipt requested at such address. The Operator will be entitled to recover court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of these Terms of Service.

10. INJUNCTIVE RELIEF

You acknowledge and agree that any violation of these Terms of Service relating to the disclosure, use, copying, distribution, exhibition, performance, display or publishing of NBA Content may result in irreparable injury and damage to the Operator that may not be adequately compensable in money damages, and for which the Operator will have no adequate remedy at law. You, therefore, consent and agree that the Operator may obtain injunctions, orders or other equitable relief as may be reasonably necessary to ensure compliance with these Terms of Service. You waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders or other equitable relief.

11. MISCELLANEOUS

These Terms of Service constitute the entire agreement between the parties, and supersede all prior and contemporaneous written or oral agreements, proposals or communications with respect to the subject matter herein between you and the Operator. The Operator in its sole discretion may amend these Terms of Service, and your use of the Content Network after such amendment is posted on the Content Network will constitute acceptance of such amendment by you. The section headings in these Terms of Service are for convenience only and must not be construed as legal advice to you. If any provision of these Terms of Service is held by a court of competent jurisdiction to be unlawful, void, invalid or unenforceable, the remaining provisions shall remain in full force and effect. You may not assign these Terms of Service (or assign any of your rights or delegate any of your obligations hereunder) without the prior written consent of the Operator, which may be granted or withheld in the Operator’s sole discretion.

12. SUPPLEMENTAL TERMS

For any members of the media, or anyone else without a Content License which would permit access and use of content of the current NBA, WNBA, NBA G League and Basketball Africa League (“BAL”) season on the Content Network (such content, the “Footage and/or Photos”), the following additional terms (i.e., in addition to the foregoing, and in addition to any applicable league rules and regulations) shall also apply to the extent such members of the media or other third parties wish to access and use such Footage and/or Photos. For purposes of this section 12, such members of the media and other third parties shall each be deemed a “Licensee”, and the following additional standard terms and conditions shall be referred to as the “License Agreement” or the “Agreement”.

STANDARD TERMS AND CONDITIONS

The following are the Standard Terms and Conditions of NBA Entertainment, a division of NBA Properties, Inc. (“NBAE”), WNBA Enterprises, LLC (“WNBAE”), NBA Development League, LLC (“NBADL”) and BAL Properties Ltd. (“BALP; and together with NBAE, WNBAE and NBADL, each a “League” and together the “Leagues”) which are hereby incorporated into this License Agreement between a League and Licensee.

1. Limited License:

(a) Rights: League grants, and Licensee accepts, the non-exclusive right to make a one-time reproduction of the Footage and/or Photos (which shall be defined to include any transparency, negative, print or digital file made available to Licensee) solely for news reporting purposes (the “Use Specification”) and subject to the terms and conditions of this Agreement. No other reproduction or other use of the Footage and/or Photos (including following the return of the Footage and/or Photos to League hereunder and including any use in promotional advertising or for commercial purposes) may be made without separate written approval from League.

(b) Territory: The Territory shall be the world.

2. Limited Trademark License: Subject to the terms of this Agreement, Licensee shall have the right to use the names, symbols, emblems, designs, logos, trademarks, uniforms and identifications of the League and its teams (collectively, the "Marks") solely insofar as certain of the Marks appear in the Footage and/or Photos as properly incorporated into the Use Specification. Licensee shall make no other use of the Marks for any other purpose without a separate written license agreement with League or its affiliates. Licensee acknowledges that League and/or its affiliates own the exclusive right to license the use of the Marks and that no use of the Marks can be made for any reason (including in connection with the sale of a product or service) without the prior approval of League or its affiliates. Licensee recognizes the value of the Marks and acknowledges that the goodwill attached thereto belongs to League and/or its affiliates and that the Marks have secondary meaning in the mind of the public. Licensee agrees that it shall not attack the property rights of League and/or its affiliates in and to the Marks or attack the validity of this Agreement.

3. Name and Likeness: This Agreement does not grant any right to Licensee with respect to the name, likeness or other attribute of any player or other person or entity appearing in the Footage and/or Photos. Licensee acknowledges and agrees that it shall be solely responsible for obtaining any and all necessary licenses, releases or waivers permitting Licensee to use the name, likeness or other attribute of any such individual or entity appearing in the Footage and/or Photos in connection with the Use Specification.

4. Appropriate Usage: Licensee may not use the Footage and/or Photos in any manner that disparages, demeans or reflects adversely on the reputation of any League, any team (including all of their respective affiliated entities) or any individual appearing in the Footage and/or Photos or in any manner which expresses or implies endorsement by a League, team or any individual appearing in the Footage and/or Photos of any organization, cause, belief, product or service.

5. Exact Reproduction: Footage and/or Photos must be reproduced exactly as furnished to Licensee by League without alteration (other than to edit for time, in the case of footage) or cropping unless such a change has been approved in writing by League. In addition, without League’s prior written approval, Licensee may not make any changes in the Use Specification.

6. Credit Line: Each use of the Footage and/or Photos licensed pursuant to this Agreement must be accompanied by an adjacent credit line for the photographer (as applicable) and copyright as follows:

7. Loss, Damage or Misuse of Footage and/or Photos: Licensee assumes full liability for its employees, agents, messengers and researchers for any loss, damage or misuse of the Footage and/or Photos.

8. Indemnity: Licensee agrees to indemnify and hold harmless NBAE, the NBA and its member teams, WNBAE, the WNBA, each WNBA team, NBADL, the NBA G League and its teams, BALP, the Basketball Africa League and its teams, and their respective affiliates against all claims, liabilities, damages, costs and expenses (including attorney's fees), arising in connection with Licensee's use of the Footage and/or Photos or Licensee’s breach of this Agreement.

9. Copyright and Property Rights: Licensee acknowledges and agrees that it shall not have any rights with respect to the Footage and/or Photos other than those expressly granted herein. This Agreement is not intended to convey to Licensee any copyright or other property rights in or to the Footage and/or Photos, and all incidents of ownership thereof shall remain vested in League.

10. No Assignment: This Agreement and the rights granted hereby may not, under any circumstances, be transferred or assigned by Licensee without the prior written consent of League (such consent to be given or withheld in League’s sole discretion).

11. Right of Termination: Any breach of this Agreement by Licensee (including, without limitation, any use of the Footage and/or Photos by Licensee other than as set forth herein) shall give League the right to immediately terminate this Agreement. Such right of termination shall be in addition to all other legal and equitable remedies that may be available to League in view of such breach by Licensee. Following such termination by League, Licensee will have no further rights hereunder.

12. Waiver and Amendment in Writing: None of the provisions of this Agreement may be waived or amended except expressly in a writing signed by Licensee and League. No failure or delay by League in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment of discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

13. Governing Law: This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of laws provisions thereof.

14. Headings: The titles and headings used in this Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict any of the terms or provisions hereof. Singular shall mean plural and plural singular when the context so requires.

15. Acceptance: Upon Licensee's use of any Footage and/or Photos supplied hereunder, Licensee will be deemed to have accepted and agreed to comply with all of the terms and conditions of this Agreement.