License Agreement

The following License Agreement is presented during the SODA registration process. Applicants to SODA click an "I Agree" button that confirms their acceptance of the License Agreement.

Sports On Demand API^TM ("SODA")

License Agreement for Content Syndication

This License Agreement for Content Syndication (this "Agreement") is entered into by and between XML Team Solutions, LLC, a Delaware corporation ("XML Team") and the Sports On Demand API Member registering online and becoming a party hereto ("SODA Member").

RECITALS

WHEREAS, XML Team receives sports information, including but not limited to sports scores, schedules, standings, statistics and news (collectively, the "Textual Content"), and photographs (the "Image Content") (collectively, the "Content") via third-party content providers and internal sources; and

WHEREAS, XML Team wishes to provide the Content to SODA Member pursuant to a limited, non-exclusive license herein provided, and SODA Member wishes to so receive the Content pursuant to such license;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Grant of License.

XML Team hereby grants SODA Member a limited, non-exclusive license to retrieve the Content in order to store, format, and display the Content solely for the purposes and in the manner set forth herein.

SODA Member may format the Content, including, but not limited to, displaying portions of the Content online, adapting the Content for wireless and/or audio devices and otherwise modifying the "look-and-feel" and layout of the Content, cropping the Image Content, and editing the caption for Image Content. SODA Member agrees not to rotate, alter (other than cropping), change or tamper with, either manually or electronically, Image Content without express written permission from Company. In all cases, SODA Member agrees that it shall strictly maintain the editorial integrity of the Content. Image Content may not be used as a trademark, or for any pornographic or unlawful purpose or use of any kind.

XML Team grants archive rights to SODA Member to archive and use the Content while SODA Member is a member of Sports On Demand API with an up-to-date profile detailing its contact information and its usage of the Content, and not in breach of any of its contractual obligations to XML Team. In the event the contractual relationship between XML Team and SODA Member shall terminate for any reason, or SODA Member is in breach of any of its contractual obligations to XML Team, then all archive rights provided hereunder to SODA Member shall cease immediately and SODA Member must immediately cease republication of all Content.

Section 2. Pricing and Payment Method.

SODA Member shall be able to purchase, via credit card on the XML Team website, credits ("Credits") that it can use to purchase individual items of Content. The number of Credits charged for any particular item of Content shall be listed on SODA's pricing page, and may be changed at any time by XML Team provided that it has given at least seven (7) days prior notice of any such price change. Notice shall be provided via an update clearly posted by XML Team within the SODA Member Center section of the website. Credits purchased shall not expire and shall not be refundable. SODA Member shall be charged for each time it downloads an item of Content such that if SODA Member downloads the same item of Content more than once it shall be charged each time it downloads such item of Content.

XML Team shall use its best efforts to provide SODA Member with editorial revisions and corrections to items of Content at no charge, provided that SODA Member has purchased an earlier revision of that item of Content. In the event that SODA Member believes that an item of Content it has purchased contains an inaccuracy, and XML Team has not made available a freely downloadable revision of that item of Content which does not contain the claimed inaccuracy, SODA Member may apply to have the Credit(s) it used to purchase the item of Content reinstated to its account by posting a request via XML Team's online technical support system.

Requests for Credit reinstatements must be accompanied by the unique identification code for the document which SODA Member claims contained an inaccuracy, and either a detailed description of the claimed inaccuracy or the unique identification code of another document made available by XML Team that has corrected the claimed inaccuracy. The final decision as to whether or not a Content item contains an inaccuracy shall be made by XML Team in its sole and unreviewable discretion.

Section 3. XML Team's Obligations.

(a) Content Deliverables. XML Team will make available normalized data in the SportsML format or into standard metadata-containing image formats, as well as selected renditions of the Content, as produced by XML Team's rendering processors. XML Team shall use reasonable efforts to keep the Content Inventory list accurate and updated, but makes no guarantees as to whether documents listed there will appear in the SODA database.

(b) Service. XML Team will maintain hosting of the Content for delivery or transmission to SODA Member for a minimum of 95% uptime per month, exclusive of any scheduled maintenance or failure due to a Force Majeure Event (as such term is defined herein).

(c) Photo Credit. XML Team represents that Image Content will contain the following photo credit: "[Photographer's Name]/[Third-Party Image Partner, if any/]Icon SMI" or as otherwise specified on Company's documentation pages. Any changes in photo credit format shall be communicated in writing by XML Team to SODA Member.

Section 4. SODA Member's Obligations.

(a) Use Terms and Conditions. SODA Member shall use the Content according to the following terms and conditions:

1. SODA Member shall strictly maintain the editorial integrity of the Content. SODA Member shall not introduce and/or mix new data values, new metadata values, or editorial information with Content obtained from XML Team, unless such information is mathematically derivable from the data supplied or unless the Content components retrieved from XML Team are clearly noted.

2. SODA Member may republish only Content that has been purchased by SODA Member from XML Team and not any Content obtained from XML Team's Trial Database and/or any Content obtained via XML Team's Content Availability Listings.

3. Within any one minute, SODA Member may not make more than one query provided free of charge, such as requests for Content Availability Listings, requests for editorial revisions, and requests for corrections to documents previously puchased by SODA Member.

4. Prior to republishing any Textual Content, SODA Member shall render such Content into a formatting language. SODA Member may not publish or distribute the Textual Content in either the same SportsML format supplied by XML Team or in another XML format that has the same metadata emphasis and design goals as SportsML, as determined by XML Team in its sole and unreviewable discretion. Should SODA Member be granted access to Image Content in high resolution formats suitable for print publications ("High Resolution Image Content"), then SODA Member may not publish or distribute online the High Resolution Image Content in a digital, high resolution format.

5. SODA Member agrees to immediately notify Company once it is made aware of or suspects that any third party is wrongfully using the Content, in whole or in part, or is violating any of Company's intellectual property rights, including, but not limited to, its trademarks and copyrights.

(b) Attribution. SODA Member shall display a notification alongside all renditions of the Textual Content attributing the URLs of the original publisher of the data and the distributor of the data, as described in the Attribution page in the Technical Details section of the SODA online documentation.

SODA Member shall maintain any photo credit appearing on any Image Content, shall use Image Content solely in contexts that are editorial in nature, and shall maintain within the electronic metadata embedded inside Image Content the copyright notice, XML Team name (or its relevant image-licensing division, e.g., Icon Sports Media), and image ID number as supplied within original Image Content.

SODA Member must also display user restrictions, in a prominent area of every publication featuring the Content, prohibiting any subscriber or end-user from transmitting, framing, reproducing, distributing or copying the Content, as described in the Attribution page in the Technical Details section of the SODA online documentation.

(c) Membership Information and Content Usage. SODA Member shall update and keep current all membership information associated with it, including but not limited to its description of how and where it is using the Content (the "Usage Contexts"). In the event that SODA Member wishes to modify the Usage Contexts it has previously provided, SODA Member shall submit via XML Team's online technical support system a request for any such modification to XML Team prior to displaying the Content with such new Usage Context. The decision whether to allow any such modification in Usage Context shall be made by XML Team in its sole and unreviewable discretion.

XML Team reserves the right to withhold its approval of any application to become a SODA Member based upon the Usage Contexts described for any reason whatsoever.

(d) Confidentiality: SODA Member shall (i) keep its username and password for SODA strictly confidential and (ii) prevent unauthorized usage of its account. SODA Member shall prevent unauthorized copying or distribution of the Content.

SODA Member acknowledges that Confidential Information (as such term is defined herein) shall be disclosed to it by XML Team. SODA Member shall not disclose the Confidential Information to anyone other than such party's employees, directors, officers and agents, and only in the event that such parties are required to know such Confidential Information in order to fulfill SODA Member's rights and obligations under this Agreement. "Confidential Information" shall mean any proprietary or confidential information, including, without limitation, any plans or any other information relating to engineering, present or future products and services or business.

Section 5. Termination. XML Team may terminate this Agreement on commercially reasonable grounds at any time. For example only and not by way of limitation, XML Team may terminate the Agreement with a SODA Member that has not purchased Content for a significant period of time. XML Team shall refund unused credits for any SODA Member whose Agreement is terminated for any reason other than a material breach of this Agreement. The decision whether to refund unused Credits for SODA Members whose Agreement is terminated for a material breach of this Agreement shall be made by XML Team in its sole and unreviewable discretion. In the event of a termination of this Agreement by XML Team, SODA Member may no longer publish the Content.

Section 6. Ownership of Intellectual Property Rights. SODA Member hereby agrees and acknowledges that XML Team and/or the providers of the Content retain all rights in and to the Content and that SODA Member has not acquired any rights whatsoever in and to the Content except as provided herein.

Section 7. Indemnification. SODA Member will indemnify, defend and hold harmless XML Team from and against every claim, allegation, damage, liability and obligation, including without limitation attorneys' fees and court costs (collectively, "Losses"), to the extent related to any act or omission by SODA Member or its agents, employees, representatives, or clients, concerning:
(a) the hosting operation, transmission, delivery, facilitating or arranging for transmission or delivery, alteration, modification, reformatting of the Content by SODA Member or its agents, employees, representatives, or clients;
(b) any claim that SODA Member's modification or alteration of the Content infringes, violates or misappropriates any third party's copyright, U.S. patent, trademark, rights of privacy, publicity, moral rights or any other proprietary right, or violates any applicable law, rule or regulation; or
(c) the breach of any representation or warranty made by SODA Member.

Section 8. Limitation of Liability.

(a) Content Shall be Delivered on "As Is" Basis. The delivery of the Content shall be on an "as is" basis and, except as otherwise provided herein, XML Team disclaims any and all warranties, including but not limited to the implied warranties of fitness and merchantability for a particular purpose relating to this Agreement, the service, the Content, or performance under this Agreement. For example only and not by way of limitation, XML Team does not warrant the accuracy, timeliness, completeness, adequacy, merchantability or fitness for a particular purpose of the Content, and XML Team shall not be liable to SODA Member or to any third party with respect to any actual or alleged inaccuracy, untimeliness, incompleteness, inadequacy, unmerchantability or unfitness. SODA Member shall not make any statement respecting the Content that is contradictory to or inconsistent with the foregoing statements.

(b) Limitation of Damages. XML Team shall not be liable for any indirect, incidental, special or consequential damages, including lost profits, whether or not foreseeable, arising under or out of the performance of this Agreement, whether or not XML Team had any knowledge, actual or constructive, that such damages might be incurred, whether based on breach of warranty, contract, negligence or strict liability.

Section 9. Miscellaneous.

(a) Notices. All notices to any party required or permitted hereunder shall be sent by email to the primary contact email supplied by SODA Member and to {{ contactEmail('soda') }}

(b) Force Majeure. If XML Team is prevented from performing any of its obligations under this Agreement due to any cause beyond its control, including, without limitation, an Act of God, fire, flood, war, terrorism, strike, embargo, explosion, government regulation, civil or military authority, acts or omissions of vandals or hackers (a "Force Majeure Event") the time for XML Team to rectify any problems will be extended for the period of the delay or the inability to perform due to such occurrence.

(c) Limits on Authority. Nothing in this Agreement shall be construed to make the parties hereto partners or joint venturers. Except as provided herein, neither party shall have the authority to bind the other without the other party's prior written consent.

(d) Public Announcement. XML Team shall have the right to publicize in any medium that it wishes the total number of SODA Members, but shall not have the right to disclose SODA Member's name or other member-specific information without prior written consent from SODA Member.

(e) Governing Law. The provisions of this Agreement shall be governed by and in accordance with the laws of the State of Delaware without regard to conflict of law principles thereof. Except as required herein, the parties agree to submit for final resolution of any disputes to the jurisdiction of the Supreme Court of the State of Delaware.

(f) No Assignment. SODA Member may not assign its rights and obligations under this Agreement, in whole or in part, without the prior written consent of XML Team, which such consent shall not be unreasonably withheld.

(g) Survival. Those sections in this Agreement covering Confidentiality and Limitation of Liability shall survive any termination of this Agreement.

(h) Severability. In the event any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law. Other provisions of this Agreement shall remain in full force and effect.

(i) No Modification. No modification or amendment of this Agreement shall be binding unless in writing and executed by the parties hereto.