TERMS & CONDITIONS OF USE
Vision Media Management & Fulfillment, LLC
3. MODIFICATION: Vision Media reserves the right to revise the Terms & Conditions. You can view such updates by periodically checking the Terms & Conditions, which will state the current version as well as the most current version was posted. The updated Terms & Conditions shall take effect fifteen (15) calendar days after it is posted, and shall not apply retroactively to before the effective date.
a. SCREENER SITE: Vision Media grants you a limited, non-exclusive, non-transferrable, and revocable license to access and use the Screener Site. Access to the Screener Site and permission to view the Content is granted to you in your capacity as a member of your applicable Voting Group for the 2015/2016 awards season. You may not access the Screener Site or view the Content for any other purpose. You may not transfer or share your user name or password with any third party. This license is for non-commercial purposes only, and the Content may not be distributed to others or exhibited to large groups.
b. CONTENT: The Content Provider grants you a limited, non-exclusive, non-transferable, and revocable license to view the Content in strict conformity with these Terms & Condition. Your permission to access, view, and otherwise use the Content is granted to you in your capacity as a member of your applicable Voting Group for the 2015/2016 awards season. This license is for non-commercial purposes only, and the Content may not be distributed to others or exhibited to large groups.
c. REVOCABILITY: Vision Media reserves the right, in its sole absolute discretion, to revoke your access to the Screener Site, any particular Content title, or all Content titles for any reason, including, but in no way limited to, suspected misuse, misappropriation, piracy, or other misconduct related to the Screener Site or the Content. VISION MEDIA RESERVES THE RIGHT TO REFUSE TO PROVIDE YOU ACCESS TO THE SCREENER SITE OR ANY CONTENT TITLE IN THE FUTURE IF IT SUSPENDS, TERMINATES, OR OTHERWISE LIMITS YOUR ACCESS TO YOUR SCREENER SITE ACCOUNT OR ANY CONTENT FOR CAUSE.
d. AVAILABLE CONTENT: The Content Provider has absolute discretion to determine what Content Titles are available, and to direct Vision Media as to what Content Titles shall or shall not be available, and to which Voting Groups to make such Content available.
5. INTELLECTUAL PROPERTY
a. OWNERSHIP OF CONTENT: The Content, including, but not limited to, the video, audio, music, graphics, images, software, and text contained within the Content contains proprietary information and material that is owned by the Content Provider, the licensors of the Content, or another third party with Intellectual Property rights to the Content. The Content is protected by applicable Intellectual Property and other laws, including, but not limited to, U.S. and foreign copyrights laws, and that you will not use such proprietary information or materials in any way whatsoever except as permitted by, and in compliance with, these Terms & Conditions.
b. OWNERSHIP OF SCREENER SITE: You acknowledge that the Screener Site, including, but not limited to its design, layout, code, software, images, text, and other underlying Intellectual Property contains proprietary information and material that is owned by Vision Media or, if applicable, by a licensing third party. The Screener Site is protected by applicable Intellectual Property and other laws, including, but not limited to copyright, patents, trademarks, and trade secrets. You acknowledge and agree that you will not use such proprietary information or materials in any way whatsoever except as permitted by, and in compliance with, these Terms & Conditions.
c. You may not copy, reproduce, transfer, re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, re-distribute, modify, create derivative works from, market, rent, sell, lease, sub-license, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Content. You may not reverse engineer, decompile, or disable any computer file, software, security technology, copy protection, or use limitation systems associated with the Content or Screener Site.
d. You may not (i) modify the Content or Screener Site in any way, including, but not limited to, removing any proprietary notices or labels contained in the Content; (ii) use the Content or Screener 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 Content or other work protected by the copyright and any other applicable intellectual property laws of any jurisdiction; (iii) use the Content or Screener Site to violate any legal right of any third party, including any publicity or privacy right, copyright, or any 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 Content to any other web site or web page; (v) publicly display the Content; or (vi) provide access to the Content Site to any third parties without the express written consent of Vision Media and the applicable Content Providers.
6. WATERMARKING: The Content contained on the Screener Site has been marked with a digital watermark traceable to you. The Content and any copies made from it will be traced to you personally. YOU MAY BE HELD LIABLE FOR ALL CONTENT LEAKS ASSOCIATED WITH YOUR ACCOUNT. IF UNAUTHORIZED COPIES OF THE CONTENT ARE TRACED BACK TO YOU, YOU RISK CIVIL AND CRIMINAL LIABILITY. YOU EXPRESSLY AND IRREVOCABLY ACKNOWLEDGE AND ACCEPT THE DIGITAL WATERMARKING OF YOUR ACCOUNT, AND ACKNOWLEDGE YOUR LIABILITY FOR CONTENT LEAKS.
7. USE OF AND ACCESS TO THE CONTENT
b. MODIFICATIONS OF CONTENT: You acknowledge and agree that the Content may include a pre-release version of such materials to be included on a DVD, Blue-ray Disc, or digital media for consumers, and that the Content Providers reserve the right to modify such Content in the final DVD, Blu-ray Disc, or digital media available to consumers.
c. REMOVAL OF CONTENT: Vision Media, its licensors, and the Content Providers reserve the right to change, suspend, remove, or disable access to the Content at any time without notice. IN NO EVENT WILL VISION MEDIA, ITS LICENSORS, OR THE CONTENT PROVIDERS BE LIABLE FOR THE REMOVAL OF, OR DISABLING OF ACCESS TO, THE CONTENT.
8. COMPLIANCE WITH LAWS: You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Screener Site and Content.
9. ENFORCEMENT OF THESE TERMS & CONDITIONS:
a. Vision Media reserves the right to take steps that Vision Media believes are reasonably necessary or appropriate to enforce or verify compliance with any part of these Terms & Conditions (including, but not limited to, a third party claim that your use of the Screener Site or Content is unlawful or infringes such third party’s rights).
b. Vision Media, its licensors, the Content Providers, and all other applicable third parties reserve all their respective rights (including, but not limited to Intellectual Property rights) in law and equity to the Screener Site and Content (as applicable to such parties).
c. YOU AGREE THAT VISION MEDIA HAS THE RIGHT, WITHOUT ANY LIABILITY TO YOU, TO DISCLOSE ANY INFORMATION TO LAW ENFORCEMENT AUTHORITIES, GOVERNMENT OFFICIALS, AND ANY APPLICABLE THIRD PARTY, AS VISION MEDIA BELIEVES IS REASONABLY NECESSARY OR APPROPRIATE TO ENFORE OR VERIFY COMPLIANCE WITH ANY PART OF THESE TERMS & CONDITIONS.
d. THE USE OF THE SCREENER SITE OR CONTENT, OR ANY PART OF THE SCREENER SITE OR CONTENT, EXCEPT FOR USE AS PERMITTED IN THESE TERMS & CONDITIONS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING, BUT IN NO WAY LIMITED TO, POSSIBLE MONETARY DAMAGES AS WELL AS CRIMINAL PENALTIES, FOR COPYRIGHTS, PATENT, OR OTHER FORMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
10. DISCLAIMER OF WARRANTIES: To the greatest possible extent as permitted by law:
a. NO WARRANTY OF UNINTERRUPTED USAGE: VISION MEDIA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR ACCESS TO, OR USE OF, THE SCREENER SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME VISION MEDIA MAY DISCONTINUE OR SUSPEND ACCESS TO THE SCREENER SITE OR CONTENT WITHOUT NOTICE TO YOU. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY ONLY TO THE EXTENT AS PERMITTED BY APPLICABLE LAW.
b. DISCLAIMER OF EXPRESSED AND IMPLIED WARRANTIES: YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SCREENER SITE AND CONTENT IS AT YOUR SOLE RISK. ACCESS TO THE SCREENER SITE AND CONTENT IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY ONLY TO THE EXTENT AS PERMITTED BY APPLICABLE LAW.
c. CYBER SECURITY: VISION MEDIA DOES NOT REPRESENT OR GUARANTEE THAT THE SCREENER SITE OR CONTENT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND VISION MEDIA DISCLAIMS ANY LIABILITY RELATING THERETO.
d. OBJECTIONABLE MATERIAL: THE CONTENT MAY CONTAIN MATERIALS THAT MAY BE DEEMED OFFENSIVE, INDECENT, OR OBJECTIONABLE. YOU AGREE TO USE THE SCREENER SITE AND VIEW THE CONTENT AT YOUR SOLE RISK.
11. LIMITATIONS OF LIABILITY: VISION MEDIA DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING, TO THE FULLEST EXTENT AS PERMITTED BY APPLICABLE LAW, NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SCREENER SITE OR ANY CONTENT, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF VISION MEDIA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THEN THE LIMIATIONS OF LIABILITY WILL APPLY TO YOU ONLY TO THE MAXIMUM EXTENT AS PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL VISION MEDIA’S LIABILITY TO YOU EXCEED FIVE HUNDRED U.S. DOLLARS ($500).
12. INDEMNIFICATION: YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS VISION MEDIA, ITS LICENSORS, AND ALL CONTENT PROVIDERS, THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS & CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY VIOLATION OF SECTIONS4, 5, 9, OR SOMEONE ELSE’S USE OF YOUR ACCOUNT. THIS INDEMNITY PROVISION APPLIES TO ANY VIOLATION DESCRIBED IN OR CONTEMPLATED BY THESE TERMS & CONDITIONS.
13. CLASS ACTION WAIVER: THE PARTIES AGREE THAT THEY WILL RESOLVE THEIR DISPUTES ON AN INDIVIDUAL BASIS, AND THAT ANY CLAIMS BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE PARTIES FURTHER AGREE THAT THEY SHALL NOT PARTICIPATE IN ANY CLASS ACTION, EXISTING OR FUTURE, BROUGHT BY ANY OTHER PARTY.
14. GOVERNING LAW: THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CONFLICTS OF LAW RULES, SHALL GOVERN THESE TERMS & CONDITIONS AND YOUR USE OF THE SCREENER SITE AND THE CONTENT. YOUR USE OF THE SCREENER SITE AND CONTENT MAY ALSO BE SUBJECT TO OTHER LOCAL, STATE, NATIONAL, OR INTERNATIONAL LAWS. YOU EXPRESSLY AGREE AND CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA FOR ANY CLAIM OR DISPUTE WITH VISION MEDIA RELATING IN ANY WAY TO THE SCREENER SITE OR CONTENT.
15. ENTIRE AGREEMENT: These Terms & Conditions constitute the final, complete, and exclusive statement of the terms of the agreement between you and Vision Media, and supersedes all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in these Terms & Conditions.
16. SEVERABILITY: The parties explicitly waive the application of any rule that directs any ambiguity in these Terms & Conditions to be directed against the offering party. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms & Conditions to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE PROVISIONS GOVERNING LICENSES, INTELLECTUAL PROPERTY, DISCLAIMER OF WARRANTIES, AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VISION MEDIA. IF ANY PART OF ANY OF THOSE PROVISIONS ARE STRUCK DOWN OR RENDERED UNENFORCEABLE, THEN EITHER VISION MEDIA, ITS LICENSORS, OR A CONTENT PROVIDER MAY TERMINATE OR SUSPEND YOUR ACCESS TO EITHER OR BOTH OF THE SCREENER SITE AND THE CONTENT.
17. SURVIVABILITY: All provisions contained in these Terms & Conditions shall survive the termination of this agreement, including any suspension or termination of your account.
18. HEADINGS AND TITLES: The headings and titles contained in these Terms & Conditions are primarily for reference and shall not be used in the interpretation of these Terms & Conditions.
19. WAIVER: Any failure of Vision Media to exercise any of its rights under these Terms & Conditions shall not be deemed to be a waiver of those rights.
20. THIRD PARTY BENEFICIARIES: The Content Providers, all third party owners of the Content, all other licensors of Vision Media are all expressly made beneficiaries to all of the provisions contained this Sections 1-14 of these Terms & Conditions.
a. “Content” refers to the digital screeners contained on the Screener Site, and includes, without limitation, the: video, audio, images, music, graphics, software, and text contained within the digital screeners.
b. “Content Provider” refers to the studio, independent film makers, or other individuals or entities that own, have Intellectual Property rights in, or have provided to Vision Media for upload in the Screener Site, the Content.
c. “Content Title” refers to the name of a specific Content (by means of example, the name of a movie)
d. “Screener Site” refers to (WEB ADDRESS).
e. “Voting Group” refers to a guild, union, trade association, or other organization that is holding a voting-based awards program. For clarity, references to the Voting Group specifically refers to the organization and not individual members of the organization.