CBSN EMBEDDABLE PLAYER: TERMS OF USE

These Embedded CBSN Player Terms of Use (the “Terms”) govern your use of the CBSN embedded player and associated code (the “CBSN Player”), which is being made available for your use by CBS Interactive (“CBSi”, “us”, or “we”). Additionally, in connection with your use of the CBSN Player you agree to be bound by the Privacy Policy , Mobile Application End User License Agreement, Video Services and Social Networking Policy, and the CBS Interactive Terms of Use (collectively, the “Additional Terms”). To the extent there is a conflict between the Terms and the Additional Terms, the Terms shall govern over your use of the CBSN Player.

Please review these Terms carefully before using the CBSN Player as they affect your rights.  By using the CBSN Player, you accept these Terms and agree to be legally bound by them.  In the event you are accepting these Terms on behalf of a corporation or other legal entity, you represent and warrant that you are duly authorized to bind such entity to these Terms.

  1. Ownership

    As between the you and CBSi, the CBSN Player and any associated code, streaming content and/or other materials distributed (or otherwise accessed) in connection with the license granted herein are the property of CBSi.

  2. License

    CBSi hereby grants you a limited, revocable, non-exclusive and non-assignable license to embed the CBSN Player on your site (which has been “whitelisted” by CBSi) solely on a free-to-the-user basis. Notwithstanding anything herein to the contrary, CBSi reserves the right to revoke such license and withdraw your access to the CBSN Player (e.g. remove your website from our list of whitelisted websites) at any time and for any reason.

  3. Restrictions and Requirements

    You may not use or incorporate the CBSN Player in any native applications on any platform or versions of your website accessed in any way other than a mobile or desktop browser without CBSi’s prior written approval in each instance.  You may not reverse engineer, decompile, or modify the CBSN player or otherwise use the CBSN Player (or underlying content) in any way not authorized by CBS Interactive.  You must make the CBSN Player available exactly in the manner provided by CBSi and ensure all technical and design elements are functional as intended by CBSi when the CBSN Player is embedded on your site, including, without limitation, the CBSN Player UI, video quality, any advertising run within the player, copyright notices, and other trademarks.  You will work with CBSi in good faith to address any technical issues that would prevent any such elements from being displayed on your site and understand and accept that your site my be removed from our “whitelist” until such issues are resolved. You agree to not use the CBSN Player (and, by extension, make the underlying content available) in connection with any inappropriate, profane, defamatory, obscene, illegal, infringing, threatening content or content that serves to disparage CBSi, its employees, officers, parents, affiliates, and/or subsidiaries or in any other way which may be prohibited by CBSI from time to time. You are solely responsible to obtain licenses or other permissions ( “Permissions”) which may be required in relation with the use of the CBSN Player and associated content in your territory and jurisdiction and agree to comply with all applicable local law, statute, ordinance or regulation (“Applicable Laws”) in connection with your use of the CBSN Player at all times.  The rights granted to You herein are strictly subject to your ability to obtain the Permissions and comply with the Applicable Laws .  You shall not use the CBSN Player in the event you fail to obtain such Permissions or you do not comply with the Applicable Laws.  You acknowledge and agree that CBSi does not make any representations or undertake any obligations with respect to the procurement of any license, permission or compliance with local laws which may be required or imposed by any governmental body.

    No Guarantee of Access/Service. CBSi may take any of the following actions, without limitation, in our sole discretion at any time, and without giving you prior notice:

    • Change or discontinue the CBSN Player;
    • Change how we offer and operate the CBSN Player (e.g. being changing a fee to access features or content within the CBS Player that we previously made available without charge);
    • Remove content from the CBSN Player;
    • Modify CBSN Player functionality and/or the embeddable code; and/or
    • Restrict, suspend, or terminate your access to the CBSN Player.

    CBSi will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these Terms.  If CBSi terminates your access to CBSN Player, you must immediately stop using the CBSN Player.

  4. Promotion

    CBSi may provide promotional guidelines and materials for use in promoting the availability of the CBSN Player on your website.  Outside of such promotional guidelines, you may not use CBSi’s name, trademarks, logos, branding, or other intellectual property owned or controlled by CBSi (or the name, trademarks, logos, branding, or other intellectual property owned or controlled by CBSi’s parent, affiliates, or subsidiaries) in any marketing or promotional material without the express written consent of CBSi in each instance.

  5. Indemnification

    You will defend, indemnify and hold harmless CBSi, its affiliates, and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors and assigns (collectively, the “CBS Interactive Parties”) with respect to all third party claims, costs (including attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the CBSN Player (including, without limitation use of your account, whether or not authorized by you.)  CBSi retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with us to defend such claim.  You may not settle any claim covered by this section without CBSi’s prior written approval.

  6. Confidentiality/No Press Releases

    You shall maintain the confidentiality of CBSi’s Confidential Information (as described below) using at least the same efforts as it uses to maintain the confidentiality of its own Confidential Information.  The term “Confidential Information” shall include any non-public information, whether in written, oral, graphic, electronic or any other form, including without limitation, sales, cost and other unpublished financial information, product and business plans, business projections, pricing, and marketing data, business, financial, technical and information, user manuals, forecasts, analyses, software and processes, which information is marked or indicated at the time of disclosure or observation as being “Confidential” or “Proprietary,” or which would be deemed by a reasonable person to be confidential or proprietary in nature, including, without limitation, the terms of this Agreement.  Confidential Information shall not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party receives from a third party who is entitled to disclose such information to receiving party without restriction on disclosure and without breach of a nondisclosure obligation or (c) the receiving party knew prior to receiving such information from the disclosing party or develops independently without reference to the disclosing party’s Confidential Information.   You agree not to use CBSi’s name or the name of any of its divisions or affiliates or otherwise expressly or impliedly refer to any of them in any advertising, promotional literature or other form of public disclosure without the prior written approval of the appropriate officer of CBSi.  Any violation of this Section shall be considered a material breach of this Agreement.

  7. Disclaimers; Limitation of Liability

    THE CBS INTERACTIVE PARTIES DO NOT WARRANT: (1) THAT THE CBSN PLAYER, ANY OF THE CBSN PLAYER’S FUNCTIONS OR ANY CONTENT WITHIN THE CBSN PLAYER WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE CBSN PLAYER OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE CBSN PLAYER OR INFORMATION AVAILABLE THROUGH THE CBSN PLAYER WILL CONTINUE TO BE AVAILABLE.  THE CBS INTERACTIVE PARTIES SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES.  THE CBS INTERACTIVE PARTIES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND AS TO QUALITY, AVAILABILITY AND SUBJECT MATTER OF CONTENT. THE CBSN PLAYER, INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE CBSN PLAYER, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” YOUR ACCESS TO AND USE OF THE CBSN PLAYER (INCLUDING THEIR FUNCTIONS AND CONTENT) IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE CBSN PLAYER, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE CBSN PLAYER.

    THE CBS INTERACTIVE PARTIES WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.

    THE CBS INTERACTIVE PARTIES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE CBSN PLAYER (INCLUDING THEIR FUNCTIONS AND CONTENT), YOUR USE OF THE CBSN PLAYER (INCLUDING THEIR FUNCTIONS AND CONTENT), THESE TERMS OR YOUR USER SUBMISSIONS, EVEN IF FORESEEABLE OR EVEN IF ONE OR MORE OF THE CBS INTERACTIVE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT).  IN NO EVENT WILL THE CBS INTERACTIVE PARTIES’ LIABILITY FOR OTHER DAMAGES EXCEED THE AMOUNT PAID BY YOU TO CBS INTERACTIVE FOR ACCESS TO THE RELEVANT SERVICE IN THE THREE MONTHS PRECEDING THE CLAIM.

    YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF THE CBS INTERACTIVE PARTIES’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING OPERATION OF THE CBSN PLAYER OR ANY OTHER SERVICE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE CBS INTERACTIVE PARTIES.

    SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  8. Governing Law, Venue, and Jurisdiction

    These Terms and all claims arising from or related to your use of the CBSN Player will be governed by and construed in accordance with the laws of the State of California, except California’s conflict of law rules.  These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if applicable.  With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to exclusive jurisdiction in the state and federal courts in San Francisco, California. Notwithstanding any other provision of these Terms, we may seek injunctive or other equitable relief from any court of competent jurisdiction.  Regardless of any statute or law to the contrary, you must file any claim or action related to use of the CBSN Player or these Terms within one year after such claim or action accrued.  Otherwise, you will waive the claim or action.

  9. Miscellaneous

    We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them in the relevant Service or delivering them to you via email.  If you do not provide us with accurate information, we will not be responsible for failure to notify you.  Our failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision.  These Terms, including all additional terms, conditions, and policies related to the CBSN Player or the CBSi sites/properties, constitute the entire agreement between you and us and supersede all prior agreements with respect to the subject matter hereof. We may, in our sole discretion modify the terms of this Agreement, at any time, effective upon the date We post revised terms on Our sites.

Nothing in these Terms affects any non waivable statutory rights that apply to you.  If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable.

If you do not agree to these Terms or are not authorized to agree to these Terms for any reason, you should immediately stop using the CBSN Player.

Sections 4-10 of these Terms will survive any termination of your access to the CBSN Player, whether we terminate your access or you voluntarily discontinue your use.