[gtv-resources] r54 committed - Add TOS for Google UI Templates

[gtv-re...@googlecode.com]

Revision: 54
Author: shaw...@google.com
Date: Fri Jun 17 10:02:50 2011
Log: Add TOS for Google UI Templates


http://code.google.com/p/gtv-resources/source/detail?r=54

Added:
/trunk/templates/TOS

=======================================
--- /dev/null
+++ /trunk/templates/TOS Fri Jun 17 10:02:50 2011
@@ -0,0 +1,83 @@
+OPTIMIZED TV WEBSITE TERMS OF SERVICE
+
+INTRODUCTION. This Optimized TV Website Terms of Service and the Google
Terms of Use (located at http://www.google.com/accounts/TOS) between Google
Inc., for itself and its affiliates (“Google”), located at 1600
Amphitheatre Parkway, Mountain View, CA 94043, and you, sets forth the
terms governing your use of the Optimized Template (defined below)
(collectively, the “Agreement”). Google and you may be referred to
individually as a “party” or collectively as “parties” in this Agreement.
+
+You can accept this Agreement by:
+a. clicking the “accept” or “agree” button below. The date you click to
accept or agree is the effective date of this Agreement; or
+b. by actually using the Optimized Template. In this case, you agree that
use of the Optimized Template constitutes acceptance of the Agreement from
that point onwards.
+
+You may not use the Optimized Template and may not accept this Agreement
if you are a person barred from receiving the Optimized Template under the
laws of the United States or other countries including the country in which
you are resident or from which you use the Optimized Template.
+
+If you are agreeing to be bound by this Agreement on behalf of your
employer or other entity, you represent and warrant that you have full
legal authority to bind your employer or such entity to this Agreement. If
you do not have the requisite authority, you may not accept the Agreement
or use the Optimized Template on behalf of your employer or other entity.
+
+1.   DEFINITIONS.
+
+a.  “Brand Features” means the trade names, trademarks, service marks,
logos, domain names, and other distinctive brand features of each party,
respectively, as owned (or licensed) by such party from time to time.
+
+b.   “Distribution Partner” means a third party that has entered into a
written agreement with Google in connection with the distribution of the
Google TV Platform.
+
+c. “Google TV Device” means an electronic device that incorporates the
Google TV Platform.
+
+d. “Google TV Platform” means a software platform and operating system
developed and owned by Google that enables end users to receive an
integrated television, video and web browsing experience that is delivered
through a device that outputs to a HD screen, together with applications
developed by or on behalf of Google and various third parties to complement
the integrated TV-video-web experience.
+
+e. “Intellectual Property Rights” means all patent, copyright, trade
secret, trademark and other proprietary and intellectual property rights,
including moral rights.
+
+f. “Optimized Site” means your website(s) or your select domain pages from
your website, customized to provide an enhanced experience to end users on
a Google TV Device that is compatible with the Google TV Platform and/or
other substantially similar integrated television, video and web browsing
devices.
+
+g. “Optimized Template” means the Google TV open-source templates located
at http://code.google.com/tv/web/docs/gtv-templates.html (or its successor
site) which may be updated from time to time.
+
+2.    COMPENSATION. Neither party will owe the other any fee or royalty
under this Agreement and each party will bear its own costs in connection
with the development and support activities described herein (if any).
+
+3.   LICENSE GRANT.
+a.   You agree to grant Google, its affiliates, and its Distribution
Partners a worldwide, royalty-free, non-exclusive, and fully paid-up
license to adapt, reproduce, publish, publicly perform and publicly display
your Optimized Site or Brand Feature solely to market and distribute: (i)
as thumbnails or as a shortcut icon of the Optimized Site in the Google TV
Device menu folder; (ii) in screenshots of the Google TV Device menu
folder; (iii) on Google TV websites, Google official blogposts, Google
affiliates’ website and Distribution Partners’ website; and (iv) in Google
TV Device related packaging. For clarity, Google will not sub-license your
Brand Features to its Distribution Partners unless Google enters into terms
and conditions substantially similar to this Agreement. Any other uses of
your Brand Features will require your prior written approval. All use by
Google of your Brand Features (including any goodwill associated therewith)
shall inure to benefit you. The parties may mutually agree to additional
publicity of the Optimized Site.
+b.    Google grants you a limited, worldwide, royalty-free, non-
assignable and non-exclusive license to use the Optimized Template to
develop your Optimized Site to run on the Google TV Platform or any other
third party integrated television, video and web browsing devices.
+c.         Your use, reproduction and distribution of components of the
Optimized Template (located at
http://code.google.com/tv/web/docs/gtv-templates.html, or its successor
site) are licensed under an open source software license and are governed
solely by the terms of that open source software license and not this
Agreement.
+              d.         This Agreement does not limit the rights and
permissible uses that Google would have independent of this Agreement,
including rights under the U.S. Copyright Act or other applicable
intellectual property laws.
+e. You agree that Google may stop (permanently or temporarily) providing
the Optimized Template (or any features within the Optimized Template) to
you at Google's sole discretion, without prior notice to you.
+
+4. USE OF THE OPTIMIZED TEMPLATE.
+a. You agree that if you use the Optimized Template for general public
users, you will protect the privacy and legal rights of those users.  
+b.    You agree that your use or integration of the Optimized Template
will not violate or infringe any third party’s copyright, trademark, trade
secret, trade dress, patent or other intellectual property right of any
person or defames any person or violates their rights of publicity or
privacy.
+c. If Google in its sole discretion features your Optimized Site on the
Google TV Device menu folder, you agree:
+(i) to periodically test and ensure that the Optimized Site correctly
triggers and renders on a Google TV Platform (in the general release
version) and the Google TV Device and provide any reasonable updates or
fixes as requested by Google;
+(ii) to comply with Google’s then-current technical specifications related
to the Google TV Platform, including without limitation, the Google TV Web
Site Optimization Checklist
(http://code.google.com/tv/web/docs/optimization_list.html), which may be
updated from time to time; and
+(iii) that the content made available on the Optimized Site is the same or
substantially similar to the content made available on Company’s own
website or select domain pages and that end users are able to view, access
and use the Optimized Site without any user account requirements.
+
+5.           REPRESENTATIONS AND WARRANTIES.  You represent and warrant
that:
+a. There exists no actual or potential conflict of interest concerning the
Optimized Site.
+b. You will comply with all applicable laws and regulations, including tax
laws and all relevant export laws and regulations and will not have
citizens of countries to which the United States government prohibits
export of software and related technology for the Optimized Site involving
such materials.
+
+6.    INDEMNIFICATION.
+a. You will defend and indemnify Google, its affiliates, officers,
directors, employees and Distribution Partners from any third party claims
related to or arising from: (i) your use of the Optimized Template; (ii)
your Optimized Site or the content provided on the Optimized Site; (iii)
your Brand Features or Intellectual Property Rights; or (iv) your breach of
warranty, negligence, willful misconduct, fraud, misrepresentation, or
violation of law.
+b.   Google will have the right to approve any counsel retained to defend
against any claim in which Google is named a defendant, and will not
unreasonably withhold such approval.  Google will have the right to control
and participate in the defense of any such claim concerning matters that
relate to Google, and you will not settle any such claim without Google’s
reasonable consent.  If, in Google’s reasonable judgment, a conflict exists
between the interests of Google and you in such a claim, Google may retain
its own counsel whose reasonable fees will be paid by you.
+
+7.   LIMITATION OF LIABILITY.  EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION
OF INTELLECTUAL PROPERTY RIGHTS OR INDEMNIFICATION OBLIGATIONS UNDER
SECTION 6: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) NEITHER
PARTY'S LIABILITY FOR DAMAGES RELATING IN ANY WAY TO THIS AGREEMENT OR THE
CONDUCT OF THE PARTIES IN FURTHERANCE HEREOF UNDER ANY LEGAL THEORY,
WHETHER CONTRACT, TORT, PRODUCT LIABILITY, BREACH OF IMPLIED DUTY OR
OTHERWISE SHALL NOT EXCEED THE NET AMOUNT A PARTY HAS RECEIVED AND RETAINED
UNDER THIS AGREEMENT.
+
+8.    TERM AND TERMINATION. This Agreement will continue to apply for 2
years and will automatically renew for an additional one year term unless
you provide 30 days’ prior written notice to Google with your intent not to
renew the Agreement as set forth below.
+
+a.  You may terminate this Agreement:
+(i)  by ceasing your use of the Optimized Template; or
+(ii) if Google is in breach of its use of your Brand Features or this
Agreement, but only after Google failed to cure such alleged breach in a
manner not approved by you within your 30 days’ written notice of such
alleged violation.
+
+b.    Google may at any time, terminate this Agreement with you if:
+(i) you have breached any provision of this Agreement; or
+(ii) Google is required to do so by law; or
+(iii) Google decides to no longer provide the Optimized Template or
certain parts of the Optimized Template to users in the country in which
you are resident, or the provision of the Optimized Template to you by
Google is, in Google's sole discretion, is no longer commercially viable.
+
+c.    When this Agreement comes to an end, all of the legal rights,
obligations and liabilities that you and Google have benefited from, been
subject to (or which have accrued over time whilst this Agreement has been
in force) or which are expressed to continue indefinitely, shall be
unaffected by this cessation, and the provisions of paragraph 9(c) shall
continue to apply to such rights, obligations and liabilities indefinitely.
Termination is effective immediately unless otherwise specified in the
termination notice.  
+
+9.          GENERAL.
+a.   You may not assign or transfer its rights or obligations under this
Agreement without Google’s prior written consent. Neither you nor Google
shall be permitted to delegate their responsibilities or obligations under
this Agreement without the prior written approval of the other party.
+b.   This Agreement does not create any agency or partnership relationship.
+c.   This Agreement is governed by California law, excluding California’s
choice of law rules.  FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE
PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF,
THE COURTS IN SANTA CLARA, CALIFORNIA. Notwithstanding this, you agree that
Google shall still be allowed to apply for injunctive remedies (or an
equivalent type of urgent legal relief) in any jurisdiction.
+d.   All notices must be in writing and addressed to the attention of the
other party’s Legal Department.  Notice will be deemed given: (a) when
verified by written receipt if sent by personal courier, overnight courier,
or mail; or (b) when verified by automated receipt or electronic logs if
sent by facsimile or email.  
+e.   Sections 1, 2, 3((a) but only with respect to any marketing and
packaging materials placed in distribution channels prior to termination or
expiration of this Agreement), 3(c), 3(d), and 3(e),  5-9 will survive any
expiration or termination of this Agreement.
+f.    This Agreement constitutes the entire Agreement between the parties
related to this Optimized Template (excluding any services which Google may
provide to you under a separate written agreement), and completely replaces
any prior agreements between you and Google in relation to the Optimized
Template.
+g.   Google may make changes to the Agreement as it distributes new
versions of the Optimized Template.
+h.   You agree that if Google does not exercise or enforce any legal right
or remedy which is contained in this Agreement (or which Google has the
benefit of under any applicable law), this will not be taken to be a formal
waiver of Google's rights and that those rights or remedies will still be
available to Google.
+i.    If any court of law, having the jurisdiction to decide on this
matter, rules that any provision of this Agreement is invalid, then that
provision will be removed from this Agreement without affecting the rest of
this Agreement. The remaining provisions of this Agreement will continue to
be valid and enforceable.
+j.         You acknowledge and agree that each member of the group of
companies of which Google is the parent shall be third party beneficiaries
to this Agreement and that such other companies shall be entitled to
directly enforce, and rely upon, any provision of this Agreement that
confers a benefit on (or rights in favor of) them. Other than this, no
other person or company shall be third party beneficiaries to this
Agreement.
+
+Last Updated May 6, 2011
+
+