Sony Pictures Studios.com
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 or SPSI (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, 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.
OWNERSHIP OF SITE, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to SPE (and its affiliated entities) and are owned by SPE and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws.
Unless expressly permitted in writing by SPE, 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 or Site Code or otherwise use the Site, Site Content or Site Code 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 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.
LICENSE TO USE THIS SITE
SPE 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. 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.
CHANGES IN SITE OWNERSHIP
CHANGES TO SITE AND/OR TERMS OF SERVICE
From time to time, and at its sole discretion, SPE 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 or a SPE-approved third party software provider (“Third Party Provider”). SPE does not transfer title to the Software to you. You own the medium on which the Software is recorded, but SPE 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.
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. 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.
SPE is pleased to hear from its visitors and welcomes your comments regarding SPE products and services, including this Site. Unfortunately, however, SPE's long-standing company policy does not allow it to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials other than those it has specifically requested (see below). While SPE values your feedback, SPE requests that you be specific in your comments regarding SPE services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by SPE’s professional staff, or the professional staff of SPE’s parent, subsidiary, or related entities might seem to others to be similar to their own creative work.
If, at SPE’s request, you send or provide certain specific submissions (e.g., via message boards or contests) or, despite SPE’s request that you not send SPE any other 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 compensation to those who provide the Submissions. 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..
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.
USE OF SITE SERVICES 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’s sole discretion, have their Services and/or orders for Services suspended or terminated, and may be permanently banned from using any current or future Services.
You understand and agree that SPE may, in its sole discretion and at any time, terminate your User Account or your use of any Services, and discard and remove any and all Submissions for any reason. SPE may also, in its sole discretion and at any time, discontinue this Site and/or any other SPE web sites and/or Services, or limit or restrict any user access thereto, for any reason. SPE may take any one or more of these actions without any notice to you, prior or otherwise. Should SPE 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 shall not have any liability to you or any other person for any termination of your access to any SPE site or Services, and/or for the removal of any information concerning you or your User Account.
The Site may frame, and/or contain links to or advertisements about, non-SPE Web sites. Other sites may also reference, advertise, or link to the Site. SPE does not endorse or sponsor other Web sites and is not responsible for the content of such sites. SPE expressly disclaims any statements or assertions made on non-SPE 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, 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 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPE DOES NOT WARRANT THAT THE AVAILABILITY OF, OR THE FUNCTIONS CONTAINED IN, THE SITE, SITE CONTENT, SITE CODE, SERVICES, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SITE CONTENT, SITE CODE, SERVICES, OR 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, SOFTWARE, OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SPE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, OR SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SPE) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, SERVICES, 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.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPE 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, SOFTWARE, OR SERVICES, EVEN IF SPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE SPE TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, SPE 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'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, IF ANY, FOR ACCESSING THIS SITE.
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, and Software are not exported in violation of the laws of the United States.
NON-UNITED STATES RESIDENTS
SPE makes no representation that the Site, Site Content, Site Code, Services, 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.
The Site is controlled and operated by SPE 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 arising from your use of the Site or any Service.
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:
• Your name, address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• The exact URL or a description of where the alleged infringing material is located;
• 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;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• 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.
By this notice, SPE 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.
GOVERNING LAW; ARBITRATION
These Terms of Service shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. The parties agree that any and all disputes or controversies of any nature between them arising at any time shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the parties, provided that 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 parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. 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 without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any prior agreement between the parties. Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to other provisions of these Terms of Service.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE 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: June 16, 2006