IMPORTANT! PLEASE READ CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT. BY CLICKING THE "I AGREE" BUTTON AT THE BOTTOM OF THIS PAGE, YOU AGREE TO ALL OF THESE TERMS. IF YOU DISAGREE WITH ANY OF THESE TERMS, OR DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THIS WEBSITE, AS ANY SUCH USE WILL BE UNAUTHORIZED.
The primary purpose of this Website is to facilitate the creation, distribution, and use of Company-owned and licensed marketing materials and other similar assets. The Website is for use only by Company and Company-authorized and approved licensees, subsidiaries, vendors, agents and service providers and their employees (each, an "Authorized User"). By accessing this Website, you assume the risk that the information on this Website may be incomplete, inaccurate, out of date, or may not meet your needs and requirements. You may access and use this Website only if you are an Authorized User.THIS WEBSITE IS NOT INTENDED FOR VIEWING OR ACCESS BY ANYONE OTHER THAN AUTHORIZED USERS.
Your use of the Website may also be governed by a contract between Company or its Affiliates and you or your employer ("Agreement"). As used in these Terms, "Affiliates" mean Company's: parent company, related companies, subsidiaries, licensors, agents and assigns. In the event of a conflict between these Terms and the Agreement, the Agreement will control.
This Website and all of the content it contains, or may in the future contain, such as articles, opinions, other text, directories, guides, photographs, key-art, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, logos, domain names, trade names, service marks and any and all copyrightable material (including source and object code) and/or any other form of intellectual property (collectively, the "Material") are owned by or licensed to Company or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaties. Nothing contained in these Terms or on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written consent of Company or such third party that may own the Material or intellectual property displayed on the Website. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. You agree not to use the Material for any unlawful purposes and not to violate Company's rights or the rights of others. You are advised that Company will aggressively enforce its rights to the fullest extent of the law. Company may add, change, discontinue, remove or suspend any of the Material at any time, without notice and without liability.
As part of the Website's asset management function, Company may make Material available to you solely for review and to provide feedback, comments and other input of or to the Materials. Nothing in these Terms grants you any right to make any changes or modifications to the Material in any way. Any such changes or modifications to the Materials must be pre-approved in writing by a duly authorized representative of Company and must be in accordance with the approval process described in the applicable Agreement by and between you and Company. Any and all changes, improvements, enhancements, modifications, derivative works or other variations of or to any of the Materials, or portions thereof, regardless if conceived, created, invented, discovered, made or otherwise acquired by you, shall be considered "Work Product." If Company approves any Work Product, you will have a limited, non-transferable, revocable license to use the Work Product solely for the purpose and to the extent for which it is approved in writing.
You agree that no modified or localized Material or other Company-owned or licensed content may be disseminated (except to Company for approval) unless and until Company approves the content in writing through its approval process (which process may be amended from time to time by Company in its sole discretion). You shall at all times keep the Material in a secure location or computer server, taking all security measures to ensure that the Material is not copied, stolen, transmitted or otherwise used, viewed or displayed in an unauthorized manner or by entities/persons not specifically authorized by Company. Company shall have the right (but not the obligation) to inspect your premises to ensure compliance with this provision. In the event you submit content to Company for approval and you do not receive a response, the content will be deemed disapproved.Approved content may only be disseminated in accordance with Company's specific approval and the rights granted to you by contract or these Terms. If you cease to be an Authorized User for any reason, you must destroy any Materials in your possession, whether in electronic or printed format, unless instructed otherwise in writing by Company.
Any use of the Materials must be pre-approved in writing by Company. Unless expressly agreed otherwise, any use of the Materials:
Any rights granted or approvals given will automatically terminate if you violate any of these restrictions, and may be terminated by Company at any time, in its sole discretion.
You agree that any Work Product has been specially ordered or commissioned by Company and will be a "work made for hire" for Company, as defined in the Copyright Act of 1976, and Company will be considered the author and sole and exclusive owner of such Work Product, any and all results of the proceeds of the Work Product and all intellectual property rights therein in perpetuity, throughout the universe, in any and all media whether now known or hereafter devised. To the extent that the Work Product and any and all results of the proceeds of the Work Product do not, in whole or in part, qualify as "works made for hire" under Section 101 of the Copyright Act or equivalent foreign law, you hereby irrevocably grant, transfer, sell and assign to Company and its successors and assigns (on an exclusive, world-wide basis and for any kind of exploitation) any and all of your right, title and interest therein under any such relevant copyright laws, including, without limitation, all worldwide patents, trademarks, service marks, trade names, copyrights, trade secrets logos, domain names, know-how, source code and object code (if any), mask-work rights, inventions, moral rights, author's rights, algorithms (if any), rights in packaging, goodwill and other intellectual property and proprietary rights and renewals, extensions and restorations thereof in perpetuity throughout the universe. Furthermore, you hereby irrevocably transfer, convey and assign to Company and its successors and assigns any of your right, title and interest in and to all intellectual property rights, other than those existing under all relevant copyright laws, in and to all elements of the Work Product and any and all results of the proceeds of the Work Product and any derivative works thereof throughout the world, and in any language, including, without limitation, any and all rights existing under the laws governing patents, trademarks, trade secrets, unfair competition, moral rights, publicity rights, privacy rights and any other similar proprietary rights, now or hereafter in force and effect in the United States and throughout the universe. In addition, any rights or property of any kind acquired by you in the course of using or creating the Work Product for Company, if any, are hereby irrevocably assigned to Company and will be held by you only for the account and benefit of Company.You, on your own behalf and on behalf of your heirs, successors and assigns hereby waive any so-called "droit moral" rights, "moral rights of authors" and all other similar rights throughout the world which you may have in connection herewith, and to the extent such waiver is unenforceable, you hereby covenant and agree on your own behalf, and on behalf of your heirs, successors and assigns, not to bring any claim, suit or other legal proceeding against Company, its successors, assigns or licensees claiming that any of your "moral rights" have been violated.
By submitting any Work Product to Company or its Affiliates you represent and warrant that Work Products are original with you and do not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights.You agree to execute any documents and take all steps that Company determines are necessary to affect the intentions of these Terms. You agree and understand that Company is not obligated to use any Work Product you provide to Company through the Website or otherwise and you have no right to compel such use. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of a Company's actual or alleged exploitation or use of any Work Product, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the production, distribution, exhibition or other exploitation of any production incorporating or allegedly incorporating the Work Product, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
When you submit your information to become an Authorized User you represent and warrant to Company that: (i) you are using your actual identity and the information you provide to Company is true, complete, correct and current, and that you will maintain and update that information as circumstances require; (ii) you have the capacity to enter into these Terms (i.e., you are of sufficient legal age and mental capacity); (iii) you are otherwise entitled to be legally bound in contract and (iv) you are an employee of one of Company's Affiliates, licensees, or vendors and you are using the Website in the course of performance of your employer's instructions and are acting on behalf of your employer. Company reserves the right to terminate or suspend your membership and deny or refuse access to the Website to any person at any time.
You agree not to do any of the following while using the Website:
You understand and agree that Company may add, revise, discontinue, delete or suspend any content on the Website at any time, without notice and without liability.
YOU UNDERSTAND AND AGREE THAT THIS WEBSITE AND ALL MATERIAL AND INTELLECTUAL PROPERTY CONTAINED ON IT ARE DISTRIBUTED "AS IS" "AS AVAILABLE" "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
YOU AGREE THAT COMPANY AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE "RELEASED PARTIES"), ARE NOT LIABLE TO YOU FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THIS WEBSITE, THE MATERIAL, OR ANY ERRORS OR OMISSIONS IN ITS TECHNICAL OPERATION OR THE MATERIAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THIS WEBSITE OR ITS RELATED INFORMATION OR PROGRAMS.NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION WHATSOEVER IN AN AMOUNT GREATER THAN FIFTY DOLLARS ($50). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, AND/OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MIGHT NOT APPLY TO YOU.
BY ACCESSING THIS WEBSITE, I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
Company makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on this Website and/or the Material.Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company.Views and opinions of users of this Website do not necessarily state or reflect those of Company.
The Internet may be subject to breaches of security. Company is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before e-mailing Company any information. Company makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of this Website. This Website may be temporarily unavailable due to maintenance or malfunction of computer equipment.
BY USING THIS WEBSITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD COMPANY AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICER AND DIRECTORS HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THESE TERMS OR ANY LAW; YOUR USE OF THIS WEBSITE AND/OR THE MATERIAL IN VIOLATION OF THESE TERMS; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR COMPANY'S USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY'S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.
You agree that a breach by you of any of your undertakings hereunder would cause Company damage which could not readily be remedied by an action at law and might, in addition, constitute an infringement of copyright and/or trademark and/or other applicable laws.You acknowledge and agree that any such breach would, therefore, entitle Company to equitable remedies, costs and attorneys' fees in addition to any other rights and remedies provided for herein or by law.
You may not link to this Website, unless otherwise approved in writing by an authorized representative of Company. You may not "frame" this Website or alter its intellectual property or Material in any other way, other than as expressly authorized by these Terms or a written Agreement. Company reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including without limitation any website that Company deems to be inappropriate or inconsistent with or antithetical to this Website and/or these Terms.
Company is not responsible for the content or performance of any portion of the Internet including other World Wide Websites to which this Website may be linked or from which this Website may be accessed. Users are requested to inform Company of any errors or inappropriate material found on Websites to which this Website is or may be linked.
Company operates this Website in the United States. Information submitted to this Website will be transferred to the United States and other countries, which may not have data protection legislation similar to an Authorized User's country of residence. Information contained on this Website may not be appropriate or available for use in other locations, and access to this Website from territories where the content of the Website may be illegal is prohibited. If you access this Website form other locations, you do so on your own initiative and you are solely responsible for compliance with applicable local laws. These Terms shall be construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.Any cause of action filed by you with respect to the Terms and/or your use of this Website must be filed in the County of Los Angeles, City of Los Angeles, State of California within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause shall be forever barred. You hereby consent and submit to the exclusive personal jurisdiction and venue of the courts located in the County of Los Angeles, City of Los Angeles, State of California for any cause of action relating to or arising under these Terms or the Website
No software from the Website may be downloaded, exported or re-exported: (i) into (or to a national or resident of) any countries that are subject to U.S. export restrictions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Deny Orders.You represent and warrant that you are not located in, under the control of, or a national or resident of any such country on any such list.
You agree to comply with all rules, laws and regulations that are applicable to your use of the Website, including, without limitation, all applicable laws, rules and regulations governing your transmission or use of any software or data.Nothing contained in these Terms shall be construed so as to require the commission of any act contrary to statute or law in the relevant jurisdiction, and whenever there is any conflict between any provision of these Terms and any applicable statute or law in the relevant jurisdiction, the applicable statute or law shall prevail. In such event, however, the affected provisions of these Terms shall be curtailed and limited only to the extent required and necessary to bring them within the specifically applicable legal requirements.
Company will determine your compliance with these Terms in its sole discretion and its decision shall be final and binding.Any violation of these Terms may result in restrictions on your access to all or part of the Website and may be referred to law enforcement authorities. No waiver of any of these Terms shall be of any force or effect unless made in writing and signed by a duly authorized officer of Company.Company reserves the right to modify or discontinue this Website, or any portion thereof without notice to you or any third party.Upon termination of your membership or access to the Website, or upon demand by Company, you must destroy all Materials obtained from this Website and all related documentation and all copies and installations thereof. You are advised that Company will aggressively enforce its rights to the fullest extent of the law.
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.The section titles in these Terms are for your convenience only and do not have any legal or contractual effect.
The effective date of these Terms is October 30, 2015.
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