This is pretty long, and mostly it's here for boring legal reasons but if you have some down time to check it out, we recommend you take a look.
The PRX Exchange is a nonprofit Internet-based service for distribution, review, and licensing of radio programming. The mission of the PRX Exchange is to create more opportunities for diverse programming of exceptional quality, interest, and importance to reach more listeners.
To achieve this ambitious goal we have created exchange.org. In order for us to operate the site and offer our the services responsibly and effectively there are legal requirements we require our users to abide by in order to participate. We appreciate your understanding and are happy to answer any questions you have about this Agreement. Contact us via the email at [email protected] or at 617-576-5455.
This Agreement, together with the Uploading, Downloading, Commenting, Privacy, and Payment Policies (“The Agreement”), describes the legal relationship between you (an individual, representing yourself, or if applicable, acting as legal representative for a group, institution, company or corporation) and the Public Radio Exchange ("PRX"), referred to in this Agreement as "we" or "us" or "PRX", the owner and operator of the web pages at or linked to the root URL "prx.org," (the "Site").
This Agreement addresses three (3) different categories of service available on the Site (each a "Service," collectively the "PRX Services"). Payment of royalties is subject to the PRX Payment Policy.
Through the Peer Review Service you can browse, listen to, rate and review audio files (referred to herein as “Pieces”), share and embed certain Pieces on third party websites through functionality offered by the Peer Review Service (the “Embeddable Player”), as well as create a public personal profile. With the Uploading Service you supply audio and other content to us and allow us to include your Materials in our database, which we can make available via the Internet for purposes of review, embedding, and paid acquisition by authorized third parties. The Downloading Service is available to noncommercial radio stations and authorized third parties through a separate authentication and payment process, and allows you to acquire Pieces for terrestrial broadcast and Internet use as part of a subscription package.
The minimum level of participation in PRX Services is through the Peer Review Service. Users of the Uploading Service are automatically included in the Peer Review Service, and users of the Downloading Service are automatically included in both the Uploading Service and the Peer Review Service.
Legal terms applicable to all Services are described in Section I: General Terms. The legal terms that apply to the Peer Review Service, the Uploading Service, and the Downloading Service are described below in Sections 2, 3 and 4, respectively. Additionally, PRX Services are governed by Policies listed in the Policies section of the Site.
The following terms apply to the Uploading Service, the Peer Review Service, the Downloading Service (collectively, "the PRX Services") and the Site generally:
Use of the PRX Services and registration as a Member for the PRX Services ("Membership") is void where prohibited. By using the PRX Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the PRX Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.
1.3 Your Information
You agree to provide current, complete, and accurate information required to complete your registration with us and at other points as may be required in the course of using the PRX Services (such information will be referred to herein, collectively, as "Registration Data"). You further agree to maintain and update Registration Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use.
1.4 User Account, Password, and Security
a. Account and Password: As a registered user of the PRX Services, you may receive or establish one or more passwords and accounts ("PRX Account(s)"). You are solely responsible for maintaining the confidentiality and security of your password(s) and PRX Account(s). You are entirely responsible for all activities that occur on or through your PRX Account(s).
b. Security, Cracking and Hacking Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing," (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation.
1.5 Reviews and Other Public Posting Areas
PRX encourages an open exchange of information and ideas. But we cannot and do not review every posting made in Piece comments, reviews, features, articles, and other public posting areas on the Site. You should expect these areas to include information and opinions from a variety of individuals and organizations other than PRX. We do not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a user, from a guest, or from a member of our staff.
Responsibility for what is posted in Piece comments, review, features, articles, and other public posting areas on the Site lies with each user — you alone are responsible for material you post. You agree not to post or transmit any defamatory, abusive, obscene, threatening or illegal material, or any other material that infringes on the ability of others to enjoy the Site or that infringes on the rights of others. You agree to conform to Site polices concerning the size, length, format, subject, content, or relevancy of the Materials you submit.
Although PRX cannot monitor all the postings in Piece comments, reviews, features, articles, and other public areas, we reserve the right to delete, move, or edit any postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons.
1.6 Prohibited Site Usage
You may only access the Materials for personal, educational, or noncommercial purposes or as expressly provided for in the Downloading Service (described in Section 4) or other applicable PRX Services terms and conditions. The information, programming, content, artwork, text, graphics, video, audio, pictures, software and other intellectual property (collectively, "Materials") available through the Site are the property of PRX or its licensors (the users), and most of the Materials are protected by copyright, trademark and other intellectual property laws. The Site and/or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent, except for such reproduction as occurs in the normal course of reading or viewing the Site using a Web browser. Except with our express written consent, we do not permit any resale or commercial use of the Site or its contents; any collection and use of any Piece listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
1.7 Links to Third Party Sites
The Site contains links to third party web sites ("Third Party Sites"). Because we have no control over Third Party Sites, we do not endorse, have not reviewed and are not responsible for the availability of Third Party Sites. You acknowledge that use of Third Party Sites is at your own risk and that we are not responsible or liable, directly or indirectly, for any damage or loss you incur in connection with products or services available on Third Party Sites, nor for the accuracy, copyright compliance, legality, decency or other aspect of Third Party Sites.
1.8 Intellectual Property
a. Ownership of Copyrights: You retain ownership of the copyrights and all other rights in the Materials furnished by you for use via PRX Services, subject only to the nonexclusive rights granted to us under this Agreement. You are free to grant similar rights to others during and after the term of this Agreement. By submitting Materials you grant us a nonexclusive worldwide license to publicly perform, publicly display, broadcast, encode, reproduce, modify, publish, transmit, manufacture, distribute, create derivative works, and synchronize your Materials for the purpose of operating, displaying, distributing and promoting PRX, or for any other purpose in connection with the site. Subject to additional terms and conditions you specify through the Uploading Service, you further grant us a non-exclusive worldwide license to permit authorized third parties to publicly perform, publicly display, broadcast, encode, reproduce, modify, publish, transmit, manufacture, distribute and synchronize your Materials for purposes of peer review, commenting, rating, audition, and transmission to the public via multiple channels, including but not limited to terrestrial radio, Internet, digital radio, satellite, and wireless services. You will not use the Site to violate anyone's copyright, trademark, or other intellectual property rights. By submitting Materials to the Site, you are representing that you are the owner of the Materials, or that all the copyright interests set forth above have been conferred on PRX by the owner(s) of those interests. Submitting Materials that are 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. Subject to the provisions contained in Section 1.12, "Term and Termination" below, you may terminate your license to us with respect to some or all of your Materials, at any time by utilizing tools provided in the My PRX area of the Site.
b. Removal of PRX Content or other Materials: Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any content or other Materials comprising a part of the PRX Services. We 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.
c. Digital Millennium Copyright Act/Copyright Infringement and Notification Policy: We respect the intellectual property of others. If you believe that your copyrighted Materials have been copied in a way that constitutes copyright infringement, please follow the procedure set forth in our Digital Millennium Copyright Act Notice Policy, which is expressly incorporated herein by reference and made a part of this Agreement.
d. Trademarks: PRX, PRX.org, and other PRX trademarks, service marks, graphics and logos used in connection with the PRX Services are trademarks or registered trademarks of the PRX in the U.S. and/or other countries. Other trademarks, servicemarks, graphics and logos used in connection with the PRX Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the aforementioned trademarks and any use of such trademarks, including but not limited to use in connection with any product or service that is not that of the respective trademark owner in any manner that is likely to cause confusion among customers or that disparages or discredits the respective trademark owner, is strictly prohibited.
1.9 Representations and Warranties
You represent and warrant that: (a) except as provided in Sections titled "Uploading Service," we, our customers and licensees shall not be required to make any payments in respect of the authorized use of your submitted Materials, 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 your Materials, your licensors, unions or guilds; (b) you have the full right and power to enter into and perform this Agreement, and have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; (c) the Materials do not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of privacy, publicity or performance or literary or dramatic right of any party, or moral rights; (d) the Materials comply with all applicable laws and regulations of any Federal, state or local authority; (e) the Materials do not and will not constitute libel, slander or defamation and are not and will not be pornographic or obscene; (f) the Materials do not contain, and you will not introduce through data transmission or any other medium, any virus, worm, trap door, back door, or other contaminant that may have the effect or be used to access, alter, delete, damage, or disable the Materials or any hardware, software, information or other property of PRX or any third parties; (g) all factual assertions that you have made and will make to us are true and complete.
You agree to indemnify and hold harmless PRX, its affiliates, subsidiaries, officers and directors, agents, employees and partners, and any parties with whom PRX may contract to provide its services, from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of your representations, warranties or obligations under this Agreement and/or in connection with your use of the Uploading Service, Peer Review Service, Downloading Service, and/or the Materials.
PRX maintains liability insurance coverage for PRX and the PRX Services. The insurance policy does not cover individuals or entities using the Services.
1.12 Term and Termination
Upon termination of this Agreement, all of our license rights terminate. We shall use reasonable efforts to discontinue public access to your Materials promptly upon termination; however, due to your participation in certain Services or promotions, your Materials may remain accessible following termination. We may terminate this Agreement with respect to any or all Services and promotions, at any time by so notifying you; the Agreement will terminate upon your actual receipt of such notice or three (3) days after we have sent a notice of termination to the email address you supply to us or post such notice in your My PRX Area, whichever is sooner. Our obligation to pay sums due you hereunder via the Uploading Service (Section 3) shall survive termination. Also, Sections titled "Intellectual Property," "Term and Termination," "Representations and Warranties," "Disclaimer," "Waiver of Certain Damages" and "Miscellaneous" shall survive termination.
You may cancel your Account(s) and use of Services by contacting us via e-mail at help.
THE PRX SITE, THE MATERIALS, THE UPLOADING SERVICE, THE PEER REVIEW SERVICE AND THE DOWNLOADING SERVICE 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 UPLOADING SERVICE, THE PEER REVIEW SERVICE AND THE DOWNLOADING SERVICE. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE PRX SITE, THE MATERIALS, UPLOADING SERVICE, PEER REVIEW SERVICE AND DOWNLOADING SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
1.14 Waiver of Certain Damages
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF ACTION, ARISING FROM THE MATERIALS, THE SERVICES, OR THE SITE, WHETHER OR NOT WE SHALL HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.
1.15 Modification or Amendment of Agreement
PRX may modify this Agreement from time to time and such modification shall be effective upon posting by PRX on the PRX Website. Your continued use of the PRX Services after PRX posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement with respect to any or all Programs, as provided above.
If any provision of the Terms of the Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
1.17 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, exclusive of its provisions on conflicts of laws.
The Peer Review Service is for users who wish to rate, review and comment on Pieces submitted to the Site by users of the Uploading Service, as well as share and embed certain Pieces for personal or noncommercial use. The Peer Review Service is the basic level available to registered users of the Site, and is also included as part of the Uploading Service and the Downloading Service. To participate in the Peer Review Service you must create an Account and Member Profile. You may then submit Materials such as text reviews and photos for your Member Profile. By submitting Materials you grant us a non-exclusive worldwide license to their use as described in Section 1.8.
2.1 Peer Review Policy
By using the Peer Review Service you agree to abide by the Peer Review Policy, listed in the PRX Policies section of the Site.
2.2 Listening/Reviewing License
When you listen to or otherwise comment on (referred to herein, collectively as "comment") Materials on the Site, we grant you a limited, revocable, non-exclusive, non-transferable license to stream (or download if such privilege is made available to you) such Materials to your computer solely for your personal non-commercial use. You shall not copy, reproduce, distribute or use the Materials in any other manner, unless PRX makes available the means of distribution through functionality offered by the Peer Review Service (such as the Embeddable Player). You shall not sell, transfer, lease, modify, distribute or publicly perform the Materials in any manner and you shall not exploit the Materials commercially. This license to the Materials you Review will continue for as long as your copy of the Materials exists pursuant to and in accordance with the terms and conditions of this Agreement.
2.3 Sharing and Embedding
Where PRX has incorporated a sharing and embedding option in connection with Pieces submitted to the Site by users of the Uploading Service, you may only share or embed the Pieces for personal or educational or non-commercial purposes, except as expressly provided for in this Agreement. You agree not to share or embed Pieces on any page of an ad-enabled blog or website, unless other material not obtained from PRX appears on the same page and is of sufficient value to be the basis for the sale of advertising on the page.
You may not embed the Pieces on any website or other location that contains or hosts content that is unlawful, infringing, pornographic, obscene, defamatory, libelous, threatening, harassing, vulgar, indecent, profane, hateful, racially or ethnically offensive, encourages criminal conduct, gives rise to civil liability, violates any law, rule, or regulation, infringes any right of any third party including intellectual property rights, or is otherwise inappropriate or objectionable to PRX (in PRX’s sole discretion). PRX reserves the right to prevent embedding to any website or other location that PRX finds inappropriate or objectionable (as determined by PRX in its sole discretion).
If you redistribute Pieces, you must be able to edit or delete such publicly posted Pieces and you must edit or delete it promptly upon our request.
If you use the Embeddable Player on your site, you may not modify, build upon, or block any portion or functionality of the Embeddable Player, including but not limited to links back to the PRX website.
2.4 Submitting Materials
In order to submit Materials for use in your Member Profile (such as a photo or graphic), you must use an approved PRX delivery mechanism, and the Materials must conform to PRX standards, as described in the instructions on how to upload.
2.5 Termination of Peer Review Service
The Uploading Service is for producers (a "Public Broadcasting Entity" as defined under Section 118 of the Copyright Act of 1976, as amended, 17 U.S.C. 118: or other producers, individuals or entities, of noncommercial audio content) who wish to a) receive reviews and ratings of their Materials through the Peer Review Service, b) enable authorized users to share and embed their Materials on Third Party Sites, and c) license and distribute Pieces to authorized users of the Downloading Service, (primarily noncommercial radio stations as defined in the Downloading Policy). In order to use the Uploading Service you must create an Account and a Member Profile and pay any required fees as described in the Membership/Sign Up section of the Site. You may then submit Materials to the Site.
Materials may not contain messages that do not comply with the rules set forth in Sections 399a and 399b of the Communications Act, 47 U.S.C. Section 399b, as amended, 47 C.F.R. 73.503(d) and the decisions of the FCC thereunder regarding the carriage of qualified underwriting credits for terrestrial radio broadcasting.
3.1 Uploading Policy
By using the Uploading Service you agree to abide by the Uploading Policy and Submissions Policy, listed in the PRX Policies section of the Site. By using the Uploading Service you are also automatically included in the Peer Review Service and subject to its Terms and Conditions.
3.2 License for Materials
3.3 Consent to Sharing and Embedding
You will choose for each of your Pieces whether to enable sharing and embedding. By enabling sharing and embedding for a certain Piece (“the embeddable Piece”), you hereby grant each authorized user a non-exclusive license to use, reproduce, redistribute, display and perform the embeddable Piece as permitted through the functionality of the Peer Review Service and under these Terms of Service. PRX cannot control and is not responsible for any user or third party’s use of the embeddable Piece.
3.4 Producer Payment Pool
You will set the price for each of your Pieces according to our pricing guidelines as described in the Uploading Policy. We will credit you for each qualified acquisition of your piece(s) by authorized third parties according to the current PRX point/dollar rate. Any payments due will be issued by check on an accrual basis according to a regular schedule listed in the guidelines. Current pricing and payment guidelines and policies can be found in the Help section of the Site.
Any payments due to you for participation in PRX Services will be determined and processed according to the policies and procedures described in the Help section of the Site.
3.5 Termination of Uploading Service License
Subject to the provisions contained in Section 1.12, "Term and Termination," you may terminate your license to us with respect to some or all of your Materials, at any time by utilizing tools provided in the My PRX area of the Site.
The Downloading Service is available to noncommercial radio stations ("Public Broadcasting Entity" as defined under Section 118 of the Copyright Act of 1976, as amended, 17 U.S.C. 118) that complete a separate authentication and payment process with us (as defined in the accounts section). Other acquirers, such as Internet stations, commercial radio, podcasters, and libraries may be approved for this Service on a case-by-case basis. By participating in the Downloading Service acquirers are also automatically included in the Uploading Service and Peer Review Service and subject to the terms and conditions for both.
You may use the Materials only as permitted by this Agreement and the licensors of the Materials (the "Licensors"). The Licensors may specify additional terms, conditions, and restrictions on your use of their Materials ("License Terms"). You agree to comply with all of the Licensors' License Terms, as specified on each Piece Profile page. You may not use the Materials in any other manner. All rights not expressly granted to you in this Agreement or by the Licensors are reserved by us and/or the Licensors. The Licensors are solely responsible for the Materials. We do not produce, select, edit, or otherwise control the Materials, and we make no representations as to their accuracy, completeness, timeliness, reliability, or noninfringement. You are solely responsible for examining the Materials for any computer viruses, worms, or other harmful code that might damage or disable any hardware, software, information, or other property.
4.2 Termination of Downloading Service