TERMS AND CONDITIONS OF USE MARSHALL RAMSEY CARTOONS* 1. Terms and conditions. These general terms and conditions constitute a material part of the subscription agreement between you and Mississippi Today (the “Agreement”) and govern the use and subscription by you of Marshall Ramsey editorial cartoons (the “Marshall Ramsey Content”), and by signing up as a Customer, you agree to be legally bound by these Terms and Conditions (as the same may be amended from time to time). Please read these Terms and Conditions carefully. If you do not accept them without modification, you may not use the Marshall Ramsey Content. The Marshall Ramsey Content shall include three editorial cartoons per week (except for up to three weeks per year when Marshall Ramsey is on vacation and as otherwise provided herein). The Marshall Ramsey Content will be emailed to you daily upon release of each cartoon (color: RGB 300 dpi file; black and white: 300 dpi grayscale).
2. Payment. The Customer must pay for the Marshall Ramsey Content in advance, by any of the payment methods provided on the Mississippi Today website. Mississippi Today reserves the right to change subscription fees for the Marshall Ramsey Content at any time following the first one-year anniversary of this subscription by you.
3. License. Subject to these Terms and Conditions, Mississippi Today grants to you a revocable, non-exclusive, non-transferable, non-assignable and limited license to access, review, download and publish on a one-time basis the Marshall Ramsey Content in your publication identified in your online subscription application for the Marshall Ramsey Content. This license shall extend to one publication, and if you publish more than one publication, then each publication shall require a separate license. Your subscription does not restrict or limit Mississippi Today’s right to use, market, sell, distribute, display or otherwise provide access to the Marshall Ramsey Content, directly or indirectly, anywhere in the world, or to grant licenses or make arrangements with any other party to use, market, sell, publish, distribute, display or otherwise provide access to the Marshall Ramsey Content. The Marshall Ramsey Content is not part of Mississippi Today’s Creative Commons License and is first published at www.mississippitoday.org.
4. Proprietary Rights. The Marshall Ramsey Content is protected by copyright and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered. You acknowledge and agree that Mississippi Today is the sole owner of the Marshall Ramsey Content and that you will not contest or deny the validity of the proprietary interest of Mississippi Today in the Marshall Ramsey Content. You will cause a copyright notice to appear in each copy of the Marshall Ramsey Content licensed and published by you.
5. Restrictions on use. You agree as follows: (a) make use of the Marshall Ramsey Content as a one-time only reproduction in a single publication published by you; (b) not to share, lend, lease, sublicense or sub-subscribe, or otherwise make available the Marshall Ramsey Content to any third party in any manner whatsoever, including social media; (c) not to modify, adapt, create derivative works from the Marshall Ramsey Content; (d) not to attempt to alter or remove any copyright of other proprietary notice contained within the Marshall Ramsey Content; (e) not to make any use of any of the Marshall Ramsey Content in any manner not stipulated within these Terms and Conditions; or (f) not to violate any applicable laws, rules or regulations in connection with your access to or use of the Marshall Ramsey Content.
6. Term, Renewal and Termination. The initial term of this subscription shall commence on the Effective Date of the subscription and continue until twelve months thereafter (the “Initial Term”) and shall automatically renew for subsequent one-year periods until either party notifies the other of termination by thirty (30) days advance written notice. Either party may terminate this subscription upon written notice to the other party if the other party materially breaches this agreement and does not cure such breach within thirty (30) days following receipt of written notice of such breach. Mississippi Today shall have the right to terminate this subscription immediately if it is unable to provide the Marshall Ramsey Content due to causes beyond its reasonable control (including, without limitation, the death, disability, illness or termination of employment of Marshall Ramsey, cessation of business of Mississippi Today or Acts of God). In the event of termination or expiration of this subscription, all licenses granted hereunder shall immediately terminate.
7. Limitations and Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MISSISSIPPI TODAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARSHALL RAMSEY CONTENT, AND MISSISSIPPI TODAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OFR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OR LOST REVENUE OR LOSS OF PROFITS RELATED TO THE MARSHALL RAMSEY CONTENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MISSISSIPPI TODAY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY YOU PURSUANT TO THIS AGREEMENT.
8. Indemnification. You agree to defend, indemnify and hold harmless Mississippi Today and its affiliates, officers, agents and employees from all liabilities and claims of any third party due to or arising out of your violation of any of these Terms and Conditions, and any expenses, including reasonable attorney fees, incurred in connection therewith.
9. Amendment. Mississippi Today may amend any of these Terms and Conditions in its sole discretion by posting the revised terms on the Mississippi Today website. Your continued use of the Marshall Ramsey Content after the effective date of such amendment constitutes your agreement to be bound by such amendment.
10. Miscellaneous. (a) Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party. (b) This Agreement may not be assigned by you without the prior written consent of Mississippi Today. (c) This Agreement shall be interpreted under the laws of the State of Mississippi, without regard to principles of conflict of laws, and you agree that any cause of action that may arise under this Agreement shall be commenced and heard in the state or federal courts located in Madison County, Mississippi. (d) This Agreement constitutes the entire agreement between you and Mississippi Today with respect to the Marshall Ramsey Content and supersedes all prior agreements and understandings regarding such subject matter.
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