1. ACCEPTANCE OF TERMS:
You may be required to provide certain information, all of which must be accurate and updated, in order to obtain and maintain a passcode. You are responsible for maintaining the confidentiality of your passcode. It is critical that you not share your passcode. You must notify your local Fox Party representative of any known or suspected unauthorized use(s) of all or any part of any of the following: (a) the Site, including your Site account, (b) any and all Fox Materials, (c) any and and all motion pictures (including television programs) distributed by any Fox Party in any and all formats for any and all types of exhibition whether now known or hereafter devised, including but not limited to theatrical, home video, on demand and/or television (free and pay) exhibition (collectively, “Fox Product”), as well as any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your passcode. You are responsible for all usage or activity on your account. You agree not to use the account, username, email address or passcode of another registrant at any time. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at any Fox Party’s sole discretion, and any Fox Party may refer you to appropriate law enforcement agencies. You agree that your Site account is non-transferable and upon the cessation of your employment with the entity on whose behalf you received an account from a Fox Party to access this Site and the Fox Materials, you must cease all access to the Site and use of the Fox Materials.
The Fox Parties may modify this Agreement at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of the Site following any such modification constitutes your acceptance and agreement to be bound by this Agreement as so modified. It is therefore important that you review this Agreement regularly. Your access to and use of this Site, including any and all Fox Materials may require you to accept terms and conditions applicable to such Fox Materials in addition to this Agreement.
2. RESTRICTIONS ON USE: Visitors to this Site are hereby authorized to use the Site and the Fox Materials subject to the following restrictions:
A. Authorized Use: All Fox Materials are being supplied to you on this Site solely for your use for the purposes for which you were granted access to this Site by one or more Fox Parties in connection with (a) the creation of artwork and/or other graphic materials and/or film, videotape or other recorded material for one or more Fox Parties' use in marketing, promotion or advertising of Fox Product and for the packaging, advertising, promotion, exploitation and/or distribution of Fox Product, (b) advertisement and promotion of Fox Product, and/or (c) media outlet coverage of Fox Product (“Authorized Use”). If and to the extent your Authorized Use permits you to post content of any kind on the Site, access to such content on the Site must be limited to you and to the Fox Party employee who authorized your access to the Site for the Authorized Use and his or her designees. You may distribute Fox Materials only with a Fox Party’s prior permission in each instance and only in furtherance of your Authorized Use of the applicable Fox Materials. You shall require any third party who assists you in carrying out the Authorized Use and to whom you distribute or provide access to Fox Materials to enter into a written agreement no less restrictive than this Agreement with respect to access and use of Fox Materials. You shall be responsible for any and all use of the Fox Materials by any third party to whom you provide access other than by members of the public once such Fox Materials are publicly distributed in accordance with the Authorized Use. You agree that the Fox Materials contain proprietary information and material that is owned by one or more Fox Parties and/or its or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except as permitted by and in compliance with this Agreement. The Fox Parties and/or its or their licensors reserve all their rights in law and equity. THE USE OF FOX MATERIALS OR ANY PART OF THEREOF, EXCEPT FOR USE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
B. Copyright and Trademark Protection: The names, likeness, and all other creative elements of the Fox Materials contained on this Site, including the titles, characters, images, themes, artwork and distinctive lettering of all Fox Materials and Fox Product, are protected under the copyright and trademark laws of the United States and all countries throughout the world. Under these laws, the copyright and trademark owner has the exclusive worldwide right to control the use and reproduction of its copyrighted material and trademarks in all media now known or which may come into being in the future. Most jurisdictions provide that substantial civil and criminal penalties may be imposed for violation of these rights.
C. No Endorsements: In no event shall the names and/or likenesses of any character, person or other entity appearing in or connected with any Fox Materials or Fox Product be used separately and apart from the Authorized Use for which access to the applicable Fox Materials was provided to you, and no such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service (including but not limited to your company, or any product or service of your company) nor shall you use any Fox Materials or promote any Fox Product in a manner that would appear to be defamatory or derogatory towards any such person or entity or the Fox Product as a whole. In addition, neither the name or logo of any Fox Party nor any Fox Materials or Fox Product or any part of any Fox Materials or Fox Product may be used in such a way as to constitute an endorsement or testimonial, express or implied by any Fox Party, with respect to any party, product or service, including your company and/or any other service provided by you (other than any implied endorsement resulting from your Authorized Use of the applicable Fox Materials).
D. Limitations on Authorized Use: The Authorized Use for which access to such Fox Materials was provided shall exclude, without limitation, You must forward any third party requests to use photographs or clips included in Fox Materials to Twentieth Century Fox's Clip Licensing Department (tel: 310-369-4001; fax: 310-369-4647; email: email@example.com).
No Fox Party has not authorized you to license, sell or otherwise grant rights in the Fox Materials to any party. If you make copies of any of the Fox Materials, either in whole or in part, each copy must bear all the proper trademark and copyright notices. The limited use permitted of the Fox Materials does not confer or imply a license or grant rights of any kind.
If you incorporate any Fox Materials, including without limitation, names, likenesses or other creative elements contained in Fox Materials, into any material of any kind, whether or not tangible, and including without limitation any artwork, product or design, such material (a) must be made with a Fox Party’s prior permission, (b) must be submitted to the applicable Fox Party for its approval prior to publication or use of such material in any way, which approval may be granted or withheld by such Fox Party in its sole discretion, (c) is at all times the property of one or more Fox Parties, and (d) must be returned to a Fox Party upon request. For the avoidance of doubt, the foregoing sentence shall not apply to Authorized Use of Fox Materials by news media in connection with news coverage of Fox Product, so long as you have made no alterations to the applicable Fox Materials.
As a condition of your use of the Site and/or Fox Materials, you may not and represent, warrant and agree that you shall not:
(i) modify any Fox Materials in any way, including but not limited to, removing any proprietary notices or labels contained in the Fox Materials, except and only to the extent expressly permitted by a Fox Party in connection with the Authorized Use;
(ii) use Fox Materials or the Site in conjunction with any device or service designed to circumvent, avoid, bypass, remove, deactivate, impair, or otherwise defeat, technological measures that control access to, or the rights in, the Site, Fox Materials or other work protected by the copyright laws of any jurisdiction;
(iii) use the Site or Fox Materials to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable;
(iv) counterfeit or paste any Fox Materials to any other website or web page, except, in the case of pasting only, to the extent expressly permitted by a Fox Party in connection with the Authorized Use;
(v) publicly display any Fox Materials, except and only to the extent expressly permitted by a Fox Party in connection with the Authorized Use;
(vi) reverse engineer, decompile or disable any computer file, software, security technology, copy protection or use limitation systems associated with the Site or the Fox Materials. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify all or any portion of the Site or Fox Materials.
(vii) impersonate or attempt to impersonate any person or entity;
(viii) introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;
(ix) use the Site in any manner which could interfere with, damage, disable, disrupt, impair, create an undue burden on, permit unauthorized access to the Site, including any Fox Party’s servers, networks or accounts, or interfere with any other party's use and enjoyment of the Site;
(x) obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site;
(xi) cover, remove, disable, block or obscure Fox Materials or other portions of the Site;
(xii) use technology or any automated system such as scripts or bots in order to collect usernames, passwords, email addresses or other data from the Site, or to circumvent or modify any security technology or software that is part of the Site;
(xiii) solicit, collect or request any personal information for unauthorized commercial or unlawful purposes;
(xiv) use any Fox Materials as part of any lottery or in connection with any commercial tie-ins or promotions of other products, including the general promotion of your business, products or services;
(xv) create an archive of Fox Materials or Fox Product, in tangible or intangible form, including online, except as authorized by a Fox Party in advance in writing in each instance; or
(xvi) attempt, facilitate or encourage others to do any of the foregoing.
Any third-party owners of the Fox Materials and associated Fox Product are expressly made third party beneficiaries of each of the license and use restrictions set forth in this Paragraph 2.
4. USER DISPUTES: You are solely responsible for your interactions with other Site users, providers of Third Party Services or any other parties with whom you interact on, through or in connection with the Site. The Fox Parties reserve the right, but has no obligation, to become involved in any way with these disputes.
5. OBJECTIONABLE MATERIAL: You understand that Fox Materials may contain content that may be deemed offensive, indecent, or objectionable, which Fox Materials may or may not be identified as having explicit language or content. Nevertheless, you agree to access and/or use the Fox Materials at your sole risk and that the Fox Parties shall have no individual or collective liability to you for any content that may be found to be offensive, indecent, or objectionable.
6. U.S. EXPORT CONTROLS: Software available in connection with the Site (the "Software"), if any, is further subject to United States export controls. No Software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
7. ENFORCEMENT OF RIGHTS:
The Fox Parties' right to the characters, titles, images and artwork and other material associated with the Fox Product and Fox Materials represents a substantial investment by the Fox Parties of their financial and creative resources. The Fox Parties will take all steps necessary to enforce their rights and to protect their valuable proprietary interests in this property. Toward that end, the Fox Parties will hold liable any individual or entity responsible for any unauthorized use of the property and will prosecute against those who have contributed to any such unauthorized use to the fullest extent of the law.
The Fox Parties reserve the right to takes steps the Fox Parties believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to any third party claim that your use of the Fox Materials is unlawful and/or infringes such third party's rights). You agree that the Fox Parties have the right, without liability to you, to disclose any information to law enforcement authorities, government officials, and/or a third party, as the Fox Parties believe is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement.
8. DISCLAIMERS: The Site and Fox Materials are provided "AS-IS" and “as available” and the Fox Parties do not guarantee or promise any specific results from use of the Site or Fox Materials. THE FOX PARTIES DO NOT REPRESENT OR GUARANTEE ON AN INDIVIDUAL OR COLLECTIVE BASIS THAT THE SITE AND/OR FOX MATERIALS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE FOX PARTIES DISCLAIM ANY LIABILITY RELATING THERETO. You agree that the Fox Parties may discontinue or suspend access to the Site and/or Fox Materials at any time without notice to you. You expressly agree that your use of, or inability to use, the Site and Fox Materials is at your sole risk. The Fox Parties individually and collectively expressly disclaim any warranties and conditions of any kind, whether express or implied, including but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. In particular, the Fox Parties makes no warranty that your use of the Site will be uninterrupted, timely, secure or error-free or that any information obtained by you on, through or in connection with the Site or Third Party Services (including but not limited to, through third party advertisements) will be accurate or reliable.
Under no circumstances will any Fox Party be responsible for any loss or damage, including but not limited to, property damage, personal injury or death, resulting from use of the Site, use of Fox Materials, problems or technical malfunction in connection with use of the Site or Fox Materials, attendance at a Fox Party event, any material downloaded or otherwise obtained in connection with the Site, any content posted by other third party Site users, third party advertisement or Third Party Service posted on, through or in connection with the Site, or the conduct of any users of the Site, Fox Materials and/or Fox Products, whether online or offline. Your use of content posted by other third party Site users, third party advertisements, Third Party Services and the goods or services provided by any third parties is solely your responsibility and at your own risk. Content posted by other third party Site users, third party advertisements and Third Party Services do not necessarily reflect the opinions or policies of any Fox Party.
9. LIABILITY LIMITATIONS: IN NO CASE SHALL ANY FOX PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE INDIVIDUALLY OR COLLECTIVELY LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SITE AND/OR FOX MATERIALS OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE AND/OR FOX MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE AND/OR FOX MATERIALS, EVEN IF ADVISED OF THEIR POSSIBILITY. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY FOX PARTY, ITS PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, SUPPLIERS OR LICENSORS AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE FOX PARTIES' INDIVIDUAL AND COLLECTIVE LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. INDEMNITY: You agree to indemnify and hold each Fox Party, its directors, officers, employees, affiliates, agents, contractors, and licensors, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or the Fox Materials, your breach of this Agreement, your violation of any rights of another or any material that you post or otherwise submit on, through or in connection with the Site. This indemnity provision applies to any violation described in or contemplated by this Agreement.
11. GOVERNING LAW: This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and the Fox Parties agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any dispute arising out of the Agreement or the Site. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
12. MISCELLANEOUS: This Agreement constitute the entire agreement between you and the Fox Parties and governs your use of the Site and Fox Materials, superseding any prior agreements between you and the Fox Parties regarding the subject matter hereof. If any part of this Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The Fox Parties' failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. The Fox Parties will not be responsible for failures to fulfill any obligations due to causes reasonably beyond its control.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.