LAST UPDATED: March 1, 2010

SCHEDULES DIRECT SCHOOL SUBSCRIPTION AGREEMENT

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING LICENSED DATA (DEFINED BELOW). BY DOWNLOADING OR USING LICENSED DATA, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SCHEDULES DIRECT SUBSCRIPTION AGREEMENT (THIS "AGREEMENT"), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PROCEED WITH THE REGISTRATION PROCESS OR DOWNLOAD OR USE LICENSED DATA.

This Agreement is entered into between SCHEDULES DIRECT ("Company"), a Washington non-profit corporation having a place of business at 8613 42nd Ave. S., Seattle, WA 98118, and YOU, a school participating in the Cable in the Classroom program ("You"), for the purpose of making accessible to You an XML-based television listings product made available by TRIBUNE MEDIA SERVICES, INC. ("Supplier") under the terms of a separate agreement between Company and Supplier (the "Supplier Agreement") to be used by You solely in conjunction with Authorized Software (defined below) ("Licensed Data") that is used in educational programming conducted by You as part of Cable in the Classroom activity (the "Educational Programs").

1. GRANT OF PERMISSION.

Subject to the terms and conditions of this Agreement, Company hereby agrees to permit You, on a non-exclusive, revocable, non-transferable, limited basis, to access and to use Licensed Data under the terms of this Agreement, provided that such access and use of Licensed Data are solely (i) the Educational Programs; (ii) achieved using Authorized Software (defined below); and (iii) in accordance with the restrictions and limitations set forth in this Agreement. This Agreement does not include or extend to any commercial entity's retail PVR, DVR, IPG, EPG, Widget, or software application that has been specifically created to use such data.

2. RESTRICTIONS ON USE.

Without limiting the generality of Section 1, You shall not, without Company's prior written consent, which consent may be granted or denied in Company's sole discretion, (i) redistribute or republish Licensed Data in any media now known or hereafter developed, in original or in modified form (including, without limitation, translations, changes in formatting, alterations to meta-data content, or variations in the arrangement of Licensed Data); (ii) assign, rent, lease, grant a security interest in, re-license, sublicense, or otherwise transfer any rights to Licensed Data; (iii) remove or alter any trademark, logo, copyright or other proprietary notice, legend, symbol or label contained in Licensed Data; (iv) publish Licensed Data or its derivative on a website or any other server connected to the Internet; (v) access Licensed Data via Authorized Software (defined below); (vi) make or archive copies of Licensed Data; and (vii) engage in any act that, directly or indirectly, would jeopardize, limit, or interfere in any manner with the operation of Company's Licensed Data service.

3.  DELIVERY.

a) Software.  Licensed Data is only authorized for use with Educational Programs via MythTV.  In the event that the Supplier Agreement is amended to permit use of any other open source or "freeware" client-side software products (together with MythTV, the "Authorized Software"), Company will notify You of such expanded list of Authorized Software by posting a notice to its website.  Company or Supplier shall deliver Licensed Data to You solely via Authorized Software.  Any attempt to access Licensed Data via software other than Authorized Software will constitute a breach of this Agreement. In the event such a breach occurs, Company has the right to cancel Your User Account (defined below) and to terminate this Agreement immediately with no further liability or obligation to You. Company's approval of a software product for use with Licensed Data does not (i) constitute an endorsement of the software; (ii) guarantee that the software product will work with Licensed Data or be error-free; (iii) guarantee the software's reliability or safety in any way; or (iv) grant or purport to grant You any right or license in the software. In no event shall Company be liable to You in any way, including any general, special, incidental, consequential or punitive damages or lost-profit damages, arising out of Your use of any software pursuant to this Agreement.

b) Licensed Data. Company or Supplier may at any time and in its sole discretion change the formatting of Licensed Data (including, without limitation, meta-data) for any reason, including, without limitation, technical requirements.

c) Compliance and Costs. You acknowledge and agree that, while accessing Licensed Data, You are subject to and shall comply with all applicable laws, rules, and regulations, and any additional posted guidelines, rules, terms, and conditions, including, without limitation, any guidelines, rules, terms, and conditions imposed by applicable third parties, such as Internet access providers. You are solely responsible for any broadband, telephone line or any other connection charges You may incur when connecting to Company's services.

4. USER ACCOUNT; SECURITY.

a) Registration.  In order to obtain access to Licensed Data, You must designate an officer, employee or agent to serve as Your representative in establishing Your User Account (defined below) with Company.  Your authorized representative must register as a member of Company via Company's registration page, which is currently located at https://www.schedulesdirect.org/signup. During the registration process, You will be required to provide personal information, including, without limitation, Your name, email address and mailing address ("Registration Information"). You will also be required to create a password, which password, together with Your email address, will constitute Your user account with Company ("User Account") and enable You, subject to the terms contained herein, to access Licensed Data via Authorized Software. After You provide Your Registration Information, You will be asked to select a service period, the duration of which may range anywhere from one (1) month to one (1) year (a full schedule of service periods, which service periods may be updated and changed by Company in its sole discretion and without notice at any time, is available at https://www.schedulesdirect.org/membershiplevels (each a "Service Period")). You acknowledge that, as part of the registration process and solely in order to provide You with access to Licensed Data, Company may forward some or all of Your Registration Information to Supplier and that (i) Company makes no representations regarding Supplier's uses of Your Registration Information; and (ii) Company is not liable for Supplier's uses of Your Registration Information.

b) User Account. You represent and warrant to Company that all Registration Information You provide in connection with Your User Account is, and shall remain throughout the term of this Agreement, true, accurate and complete. Company will permit You to create up to two (2) User Accounts. You may not, without Company's prior written consent, create more than two (2) User Accounts. You will not, without Company's prior written consent, permit any third party to access Licensed Data via Your User Account. You shall maintain Your User Account in strict confidence and You shall be liable for any inappropriate uses of Your User Account as well as any inappropriate uses of Licensed Data, including without limitation use for any purpose other than Educational Programs. Company will not be liable to You or any third party for any damages or loss incurred as the result of the theft, loss or unauthorized use of Your User Account, for any reason whatsoever. Company reserves the right to deactivate or cancel Your User Account if at any time Company believes that such access is (i) harmful or potentially harmful to Company or any of Company's users or Supplier, or (ii) for purposes other than use in Educational Programs.

c) Fraud Detection. In case Company detects suspicious activity in connection with Your User Account, Your User Account may be deactivated and remain deactivated until Company is satisfied that no security breach has taken place, or, if a security breach has occurred, that such security breach has been resolved. If You have reason to believe that Your User Account has been compromised and is not secure (e.g., in the event Your User Account is lost, stolen, disclosed or used without authorization), You must promptly notify Company by sending an email message to fraudprevention@schedulesdirect.org. From time to time, and when Company detects suspicious activity in connection with Your User Account, an e-mail will be sent to the email address associated with Your User Account, which email will provide You with instructions for confirming the authenticity of Your User Account. Company may deactivate or cancel Your User Account and terminate this Agreement if, in Company's sole discretion, You fail to comply with such security precautions.

5. SUPPORT.

a) Discussion Forum. Company may provide on its website a discussion forum via which You may report any difficulties or problems You encounter while using the services contemplated under this Agreement ("User Report"). Company will in its sole discretion determine if a User Report identifies a material problem. In the event Company determines a User Report identifies a material problem, Company will make a commercially reasonable effort to implement an appropriate solution. Company is not liable to You for the interruption of service (if any) or the unavailability of any Licensed Data that may occur as a result of implementing such correction measures.

Your use of the Licensed Data is provided free of charge in accordance with the terms of the Supplier Agreement and solely to the extent provided herein.  In consideration therefor, you expressly covenant and agree that You will use the Licensed Data and any User Account solely for Educational Programming conducted by You and not for any personal, commercial or other use by You or any of Your employees, officers, agents or students.   

7. TERM AND TERMINATION.

This Agreement shall commence on the date You register on Company's web site and create a User Account ("Effective Date") and terminate at the end of the initial Service Period. You may renew the Agreement at Your election for successive Service Periods. Before the completion of each Service Period, Company will send to the email address You provide as part of Your Registration Information a reminder that Your User Account is about to expire, along with instructions for renewal. Unless You renew Your User Account before the expiration of the then current Service Period, Your User Account will be cancelled and this Agreement will terminate.

Company may terminate this Agreement and cancel Your User Account, with no further liability or obligation to You, if (i) You are in breach of this Agreement; or (ii) Company is, for any reason, no longer able to compile and deliver Licensed Data and otherwise to perform services hereunder.

The Agreement shall automatically terminate if You cancel Your User Account.

Upon the termination of this Agreement, (i) Company will cancel Your User Account; and (ii) You shall purge all Licensed Data from any and all computers at Your school or operated by any person associated with Educational Programming, including any employees, officers, agents and students, wherever located. Sections 8, 9, 10, 11, 12 and 13, as well as Your obligations under Section 4, will survive the termination of this Agreement.

8. LIMITATION OF LIABILITY.

You acknowledge that (i) Licensed Data is assembled by Company from information provided by Supplier; (ii) Company has no obligation to verify the accuracy of Licensed Data; and (iii) Company is not liable for any inaccuracies contained in Licensed Data. COMPANY PROVIDES LICENSED DATA ON AN "AS IS" BASIS, MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING LICENSED DATA, AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Company and Supplier and their respective affiliates, officers, directors, employees, representatives and agents (collectively, the "Company and Supplier Parties") shall not be liable for any loss or damages of any kind, including, without limitation, loss or damages suffered by You or any third party as a result of non-delivery or as a result of any delay or interruption in the delivery of Licensed Data for any reason whatsoever. IN NO EVENT SHALL COMPANY AND SUPPLIER PARTIES BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST-PROFIT DAMAGES.

9. INDEMNIFICATION.

You shall indemnify, defend and hold harmless Company and Supplier Parties from and against any and all claims, damages, costs and expenses (including attorneys' fees) arising out of or relating to Your use of Licensed Data and User Account, including, without limitation, (a) any modifications or alterations You make to Licensed Data; (b) any violation by You or on behalf of You of any trade secret, copyright, trademark, service mark or other intellectual property right and/or interest; and (c) any use of Licensed Data by a third party who received Licensed Data from You without Company's prior written approval.

10. OWNERSHIP AND PROPRIETARY RIGHTS.

Neither Company nor Supplier grants or purports to grant to You any rights or licenses to any trademarks or other intellectual property contained or embodied in Licensed Data, or to any other materials made available to You in connection herewith. Without limiting the generality of the foregoing, neither Company nor Supplier grants to You any rights or licenses in or to Licensed Data, the related names and trademarks or associated components, including, without limitation, the content and proprietary systems used by Company or Supplier in connection with Licensed Data. You acknowledge that Supplier owns all copyrights and other proprietary rights in and to Licensed Data. You shall not, by virtue of this Agreement or by virtue of Your access to Licensed Data, obtain any copyright or other proprietary right or interest in or to Licensed Data except the rights specifically granted to You herein.

For any materials that You transmit to Company, You grant Company a worldwide, non-exclusive, assignable, royalty-free, sub-licensable (through multiple tiers), perpetual, irrevocable right and license to use, copy, distribute, transmit, reproduce, edit, modify, translate, and reformat such materials, in any media now known or hereafter developed, without compensation to You. You represent and warrant that You have all rights necessary to grant the foregoing licenses. You represent and warrant that any materials You transmit to Company (i) are either owned by You or that You are an authorized licensee thereof; (ii) do not infringe upon any rights of any third parties, including, but not limited to, any contract rights, rights of privacy or intellectual property rights; (iii) are not libelous, pornographic, or causing Company or Supplier to be in breach of any agreement between Company and Supplier, or between either Company or Supplier and a third party, concerning Licensed Data or a component thereof; and (iv) do not generate confusion as to the source of such materials.

11. GOVERNING LAW; VENUE.

This Agreement is governed by and shall be construed in accordance with the laws of the State of Washington, U.S.A., without regards to its principles of conflicts of law. You agree to the exclusive jurisdiction by the federal and state courts located in King County in the State of Washington, U.S.A., and hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), even if or to the extent such law is adopted in the State of Washington, U.S.A.

12. NO JOINT VENTURE.

Nothing in this Agreement and its performance shall be construed as creating a joint venture, partnership, or any agency or employment relationship between You and Company.

13. MISCELLANEOUS.

Company reserves the right to make changes to this Agreement at any time and in its sole discretion. Notice of such changes, as well as any other notices regarding Company's services, will be made via email or by posting to Company's website, or both. Without limitation, You agree that a printed version of this Agreement and a printed version of any notice given by Company in electronic form, as well as any written consent given by Company in electronic form, shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision of this Agreement is found for any reason to be unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any of Your rights or obligations under this Agreement without Company's prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This is the entire Agreement between You and Company relating to Licensed Data and any other subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Company regarding such subject matter. This Agreement is made in the English language. Any translation of this Agreement shall have no legal validity. In the event of any inconsistency between the English language version hereof and any translation of this Agreement into another language, this English language version will govern. The Company Terms of Use (available at https://www.schedulesdirect.org/terms) and the Company Privacy Policy (available at https://www.schedulesdirect.org/privacypolicy) are hereby incorporated by reference into this Agreement.