SPE-WPF Inc. Web Site Terms of Service
For purposes of the TOS, the following defined terms shall have these meanings: (A) “Service(s)” shall mean any and all services on, or provided by, the Site and/or SPE-WPF (including a User Account as defined below), whether or not such services are also provided or delivered by other means or media such as via physical delivery, email, or through software or wireless devices; (B) “Site” shall mean this Web site; (C) “Site Content” shall mean any and all human readable audio and/or visual elements of this Site, created or owned by SPE-WPF, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, downloadable software, and other content made available through the Site; (D) “Site Code” means any and all underlying elements of the Site, including without limitation, source code, script, object code, machine language, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) “User Account” means any account created by you, through a registration or application process for the purpose of accessing or using certain other Services; (F) “Footage” shall mean film, clip and still footage in the Sony Pictures Film Clip Library that may be used in a film, television or commercial production under a valid License Agreement; (G) "Materials" means materials containing Footage provided by SPE-WPF in any medium now known or hereafter developed, which we may provide to you in anticipation of you and SPE-WPF executing a valid License Agreement; (H) “License Agreement” means a written agreement (including an agreement executed by electronic signature) between you and SPE-WPF wherein SPE-WPF grants to you a limited, nonexclusive, nontransferable right to use Footage in a specific film, television or commercial production.
By using this Site or any Service provided hereon, you understand and agree to the following terms and conditions:
1. USE OF MATERIALS UNDER LICENSE AGREEMENT
1.1 Upon registration with the Site and acceptance of your registration by SPE-WPF, SPE-WPF grants to you a limited, nonexclusive, nontransferable right to use certain Materials by accessing them from the Site using a confidential password created by you or provided to you by SPE-WPF ("Password"); provided, however, that your use of Footage contained on Materials will be subject to a valid License Agreement. You will not allow use of your Password by any other person, and you will use your best efforts to keep the Password confidential. Please review 8. SITE SERVICES AND RULES FOR USE for more information about Password security and your use of the Site Services.
1.2 You may only use Footage from Materials obtained under a valid License Agreement, subject to all terms and conditions of said License Agreement.
1.3. You will not allow the Footage, whether downloaded, accessed, or otherwise obtained by you to be used by any other party. Additionally, you will not edit or alter the Materials or Footage.
1.4 SPE-WPF may immediately terminate your right to use the Materials and Footage if, in SPE-WPF's sole discretion, you breach any term of these TOS or the License Agreement, or for any other reason.
1.5. You will not use the Footage in any manner which is or may be defamatory, derogatory, unflattering or negative to SPE-WPF or any SPE-WPF entity, employee, representative, associate, affiliate, parent, subsidiary, or related corporation, or the motion pictures created, produced, distributed or promoted by or for Sony Pictures Entertainment Inc., Columbia Pictures Industries, Inc., Screen Gems, Inc., Sony Pictures Classics Inc., Sony Pictures Home Entertainment Inc., Sony Pictures Television Inc., or any of their respective affiliates, or anyone appearing in such motion pictures. Furthermore, you may not use Footage in any manner that suggests or implies endorsement, sponsorship, or authorization by any of the foregoing persons or entities.
1.6 Under no circumstances, will you use Footage in a manner which is or may be defamatory, derogatory, unflattering or negative to any persons, property, countries, races, customs, cultures, religions, governments or military depicted in the Footage.
1.7 You will not use the Footage in any manner which is or may be considered obscene, immoral, or illegal. Nor will you use the Footage in a pornographic image, or film, television, or commercial production.
2. OWNERSHIP OF SITE, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
2.1 The Site, Site Content, Site Code, Footage and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to SPE-WPF (and its parent, subsidiary, and/or affiliated entities) and are owned by SPE-WPF and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws.
2.2 No part of the Footage may be incorporated into a logo, trademark or service mark. If the Footage contains any trademarks or logos, you may not alter or use them in any way that implies an association with, or endorsement by, the owners thereof. The appearance of such trademarks, logos, or service marks does not imply that the owners thereof have endorsed or are associated with the Footage. All copyrights, trademarks, logos, and service marks remain the exclusive property of their respective owners and might require clearance and/or permission prior to use. You understand, acknowledge, and agree that any such clearance, permission, or payment, if any, are solely your responsibility.
2.3 With the exception of permitted use of the Materials and Footage under the terms of a valid License Agreement, you shall not capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, Site Content, Site Code, or Footage or otherwise use the Site, Site Content, Site Code, or Footage on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an “Unauthorized Use”). Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of SPE-WPF and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of copyright laws may be subject to severe civil and criminal penalties.
3. LICENSE TO USE THIS SITE
3.1 SPE-WPF grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Site Content as described herein, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these TOS. You may “cache” pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Except as specified by these TOS, any other copy or use of a portion of the Site is not authorized, will be a violation of these TOS and will constitute a copyright violation.
3.2 You shall not interfere or attempt to interfere with the operation of the Site in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.
4. CHANGES IN SITE OWNERSHIP
5. CHANGES TO SITE AND/OR TERMS OF SERVICE
6.1 From time to time, and at its sole discretion, SPE-WPF may make available to users certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by SPE-WPF or a SPE-WPF-approved third party software provider (“Third Party Provider”). SPE-WPF does not transfer title to the Software to you. You own the medium on which the Software is recorded, but SPE-WPF and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
6.2 Furthermore, your use of any Software of a Third Party Provider shall be subject to the terms and conditions set forth by such Third Party Provider and any applicable license agreement for its Software.
6.3 Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Burma, Cuba, Iran, Iraq, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
7.1 SPE-WPF is pleased to hear from its visitors and welcomes your comments regarding SPE-WPF products and services, including this Site. Unfortunately, however, it is the long-standing company policy of SPE-WPF and its parent, subsidiary, and affiliated entities (collectively, “SPE”) not to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials. While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or other materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by SPE’s professional staff might seem to others to be similar to their own creative work.
7.2 If you send us comments, or, despite our request that you not send us any creative ideas, suggestions or materials, you do so (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the exclusive property of SPE. None of the Submissions shall be subject to any obligation of confidence, attribution, or compensation on the part of SPE, and SPE shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, SPE shall exclusively own the copyright and all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe, and SPE shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such Submissions or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without notice or compensation to anyone. In addition, you warrant that the Submissions do not violate any person’s so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall SPE’s total liability exceed $5,000.00 U.S..
7.3 You are entirely responsible for your Submissions, and you agree to indemnify SPE for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with these TOS. SPE does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, SPE reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, in violation of any person’s rights of privacy or publicity, an unfair trade practice, or otherwise unlawful or unacceptable.
7.4 You understand that anything that you submit to SPE or the Site or through any Service shall constitute a Submission for purposes of these TOS.
8. SITE SERVICES AND RULES FOR USE
8.2 REGISTRATION AND ACCEPTANCE OF TERMS. In consideration for your use of the Services, you agree to (i) comply with these TOS, (ii) provide accurate, complete and true information about yourself as required or requested on any registration or application form for Services, or any area of the Site where you can provide personally identifiable information (your "Registration Information"), and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate any term of these TOS, or provide inaccurate, false, or non-current Registration Information may, at SPE-WPF’s sole discretion, have their Services, License Agreement, and/or orders for Services suspended or terminated, and may be permanently banned from using any current or future Services.
8.3 If you choose or are assigned a Password as part of your Registration Information, we urge you to memorize your Password or keep it in a secure place, away from the rest of your User Account information, as sharing your Password with others may lead to unauthorized access to your User Account and the information therein. You agree that you will (i) immediately notify SPE-WPF of any unauthorized use of your User Account, and (ii) ensure that you properly exit all Site Services at the completion of each session. SPE-WPF shall have no liability for any loss or damage arising from your use of the Site or any Service, or your failure to comply with these requirements.
8.4 You are entirely responsible and liable for all activities conducted by you, and/or any other user of any User Account you may create, on or through the Site and/or the Services. Listed below are some, though not all, violations that may result in SPE-WPF terminating or suspending your License Agreement, access to SPE-WPF Services or your User Account, canceling any order for Services or Materials, and/or pursuing any other legal remedies available to SPE-WPF. You agree not to do any of the following actions while using any Service:
a) Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity;
b) Transmit, in connection with any Service, any Submission that SPE, in its sole discretion, considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable;
c) Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect;
d) Impersonate in any Service, any person, including but not limited to, a SPE official or representative, chat or message board leader, guide or host;
e) Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants;
f) Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services;
g) Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;
h) Invade the privacy or violate any personal or proprietary right of any person or entity; or
i) Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.
j) Post, transmit, or otherwise make available any personally identifying information about any other person (such as phone numbers or addresses).
k) Use the Site, Services, and/or Software for any illegal purpose; or post, transmit, or otherwise make available any material which would give rise to criminal or civil liability; which encourages conduct that constitutes a criminal offense; or which encourages or provides instructional information about illegal activities.
You understand and agree that SPE-WPF may, in its sole discretion and at any time, terminate your Password, User Account, or your use of any Services, and discard and remove any and all Submissions submitted or posted to any SPE-WPF site or Service, for any reason. SPE-WPF may also, in its sole discretion and at any time, discontinue this Site and/or any other SPE-WPF web sites and/or Services, or limit or restrict any user access thereto, for any reason. SPE-WPF may take any one or more of these actions without any notice to you, prior or otherwise. Should SPE-WPF take any of these actions, it may, in its sole discretion , immediately deactivate and/or delete any or all information about you or your use of the Site or Services, including your Registration Information, User Account, and/or Submissions. You understand and agree that SPE-WPF shall not have any liability to you or any other person for any termination of your access to any SPE-WPF site or Services, and/or for the removal of any information concerning you or your User Account.
10. LINKED SITES
The Site may frame, and/or contain links to or advertisements about, non-SPE-WPF Web sites. Other sites may also reference, advertise, or link to the Site. SPE-WPF does not endorse or sponsor other Web sites and is not responsible for the content of such sites. SPE-WPF expressly disclaims any statements or assertions made on non-SPE-WPF Web sites, and denies all liability associated with your use of, and the content on, such other sites or advertisements.
THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, AND SOFTWARE, IF APPLICABLE, ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPE-WPF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPE-WPF DOES NOT WARRANT THAT THE AVAILABILITY OF, OR THE FUNCTIONS CONTAINED IN, THE SITE, SITE CONTENT, SITE CODE, SERVICES, MATERIALS, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, SOFTWARE, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, SOFTWARE, OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SPE-WPF DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, OR SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SPE-WPF) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPE-WPF BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, SITE CONTENT, SITE CODE, SERVICES, FOOTAGE, MATERIALS, OR SOFTWARE, EVEN IF SPE-WPF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE SPE-WPF TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, SPE-WPF SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SPE-WPF'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO SPE-WPF, IF ANY, FOR ACCESSING THIS SITE OR ANY LICENSE FEE YOU PAID UNDER A LICENSE AGREEMENT WITH SPE-WPF.
13. COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, rules and regulations in connection with your activities on this Site and under these TOS, including, without limitation, the applicable regulations of the United States Department of Commerce and the United States Export Administration Act, as amended, to assure that the Site Content, Site Code, Services, Footage, Materials, and Software are not exported in violation of the laws of the United States. For more information on export controls, see 6.3 of these TOS.
14. NON-UNITED STATES RESIDENTS
SPE-WPF makes no representation that the Site, Site Content, Site Code, Services, Footage, Materials, Software, or their copyrights, trademarks, and licensing arrangements, are appropriate or available for use in locations other than the United States. Those who choose to access the Site from locations outside of the United States do so on their own initiative and at their own risk. See also 6.3 of these TOS.
The Site is controlled and operated by SPE-WPF from its offices within the State of California, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes of any legal action or claim pertaining to these Terms of Service or a License Agreement, or arising from your use of the Site or any Service.
16. COPYRIGHT AGENT
16.1 If you believe that any Submissions or any Site Content has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
o Your name, address, telephone number, and email address;
o A description of the copyrighted work that you claim has been infringed;
o The exact URL or a description of where the alleged infringing material is located;
o A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
o An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
o A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
10202 W. Washington Blvd.
Culver City, CA 90232
16.2 By this notice, SPE-WPF seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 USC Section 512c or elsewhere in the law of the United States or any state or territory within the United States.
17. GOVERNING LAW; ARBITRATION
All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 17 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by you, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, you hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to SPE-WPF, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 17, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
If any provision of these TOS shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these TOS and shall not affect the validity and enforceability of any remaining provisions.
Effective Date: 01-APR-2007