FOXFLASH USAGE AGREEMENT
This Interactive Media Permission Agreement (the "Agreement") sets forth the terms and conditions which apply to your use of FOXFLASH (the "Site"), which is offered to you by FOX BROADCASTING COMPANY (FBC), FOX CABLE NETWORKS (FCN), and FOX SPORTS. By completing the FOXFLASH registration form and obtaining a password, and/or accessing the Site and downloading information or photographs (subject to FBC's, FCN's, and FOX SPORTS' further Approval) from the Site, User agrees that he or she will abide by the terms of this Agreement just as if User had signed this Agreement. If you do not agree to be bound by the terms of this Agreement, do not use this Site. FBC / FCN / FOX SPORTS reserves the right to change or modify this Agreement, and reserves the right to withdraw any portion of this service, information or photographs available via this Site, or to suspend the rights of any User for any reason at FBC's, FCN's or FOX SPORTS' discretion. If you disagree with any modifications to this Agreement made by FOX / FCN / FBC SPORTS at any time, please do not make any further use of the Site.
1. By accessing this Site and/or completing the registration process and obtaining a password, User has requested a non-exclusive license to use FBC / FCN / FOX SPORTS promotional material consisting of FBC / FCN / FOX SPORTS written publicity materials and FBC / FCN / FOX SPORTS photographs on the Site (subject to FBC / FCN / FOX SPORTS’ further approval) (collectively, the "Material") solely as promotional publicity for FBC's / FCN's / FOX SPORTS' televisions shows on Licensee's Internet Site ("Licensee's Site") and/or in Licensee's editorial printed materials ("Publications"). FBC / FCN / FOX SPORTS hereby grants a non-exclusive, royalty-free license to Licensee to download and use a single copy of the Material in this manner for the term of this Agreement and strictly for these promotional purposes, subject to the terms and conditions set forth herein. Licensee agrees that the Material will be used only for informational, non-commercial purposes on the Licensee's Site itself and/or in Publications, and for no other purpose and in no other manner, medium or place whatsoever. The Material shall not be sold, redistributed, relicensed or sublicensed by Licensee in any way. Licensee's Site shall consist only of a standard HTML Site viewed by users connected to the Internet in real time. All other uses of the Material, including, but not limited to, those involving advanced technologies, online services, push technology, broadcast, and all other mediums are expressly reserved by FBC / FCN / FOX SPORTS. Passwords are non-transferable.
2. Licensee shall not use the Material in any manner that is in any way objectionable, or in conjunction with other materials or information that is in any way objectionable. As used herein, "objectionable" means any material or information in any medium or format, including, without limitation, text, data, graphics, audio or video content (or use of the content) that: (a) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way; (c) constitutes a breach of any person's privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party's intellectual property rights of any kind, including, without limitation, copyright, patent, trademark, industrial design, trade secret, confidentiality or moral rights; (d) violates or encourages others to violate any applicable law; (e) promotes software or services that deliver unsolicited email; or (f) contain direct links (by a single click) to web sites that contains information of the kind described in this definition.
3. Licensee agrees that FBC / FCN / FOX SPORTS is the exclusive owner of all rights, title and interest in and to the Material, including copyright and trademark rights therein. Licensee shall not use the Material in any way that may violate or is inconsistent with FBC's / FCN's / FOX SPORTS' rights. FBC / FCN / FOX SPORTS shall, at all times, anywhere in the world and in all media, and whether or not in conflict or competition with Licensee, have the right to use and authorize others to use the Material in any manner.
4. The term of this license shall commence upon Licensee's access to FOXFLASH or upon Licensee's registration with FOXFLASH, and shall continue as long as Licensee continues to access FOXFLASH, subject to FBC’s / FCN’s / FOX SPORTS’ right of termination under Section 9 of this Agreement. Licensee represents and warrants that any information provided FOXFLASH by Licensee in connection with registration for FOXFLASH is true and accurate.
5. Licensee agrees that it will not use the Material in advertisements or promotions of any kind regarding Licensee's Site or Publications, including, without limitation, use of the Materials in any promotional tie-ins.
6. Licensee agrees that any use of any Material by Licensee shall be in its entirety on the Site and/or in the Publications and shall not be altered or edited in any way.
7. Licensee agrees that it will not take or use still "screen grab" images from moving segments of the Material, if any, without FBC's / FCN's / FOX SPORTS’ prior written consent. Licensee understands and agrees that if the Material contains audio and/or video elements from any television show, then Licensee shall not be entitled to use any such audio and/or video Material without FBC's / FCN's / FOX SPORTS' prior written approval.
8. Licensee agrees that for each television show from which Material is used, Licensee will make best effort to include tune-in information, including the name, air date, day and time of the television show from which the Materials were taken. With respect to any photograph used by Licensee, Licensee shall make best effort to credit photograph as written in accompanying caption.
9. This Agreement may be terminated by FBC / FCN / FOX SPORTS at any time at its sole discretion. Immediately upon the termination of this Agreement, Licensee shall cease all use of the Material, take all Material off Licensee's Site, take down all hyperlinks to FOXFLASH, delete all saved Material from Licensee’s archive/ computer and return the Material to FBC / FCN / FOX SPORTS.
10. Licensee will fully defend and indemnify FBC / FCN / FOX SPORTS and its licensors and suppliers from and against any and all claims, actions, liabilities, losses, costs, damages, and expenses, including, without limitation, reasonable attorneys' fees caused by, arising wholly or in part out of, or resulting from the operation of the Licensee's Site or Licensee's use of the Material on Licensee's Site or in Publications or in any other way.
11. DISCLAIMER. FBC / FCN / FOX SPORTS intends to provide the most current information available about FBC’s / FCN’s / FOX SPORTS’ programming and events and to make efforts to ensure that the Materials on the Site are updated on a regular basis. However, programming and schedules are subject to sudden changes without notice, and FBC / FCN / FOX SPORTS makes no guarantee that the Materials on the Site are accurate, and is not responsible for any errors or omissions in the Materials provided. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND FBC / FCN / FOX SPORTS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE OPERATION OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FBC / FCN / FOX SPORTS makes no guarantees with respect to the Materials provided on this Site, and neither FBC / FCN / FOX SPORTS nor any of its officers, directors or agents, shall have any liability as a result of User's use of the Site, including, without limitation, internet disruption, interrupted service, errors or delays in providing the Site. In no event shall FBC / FCN / FOX SPORTS be liable for indirect, exemplary, special, incidental or consequential damages, or costs, including, but not limited to, any lost profits or revenues, loss of use or goodwill, or any third party claims, even if such party has been advised of the possibility of such damages.
12. FOX reserves the right to modify or amend this Agreement without notice at any time, and such modification will be effective upon posting by FOX on this Site. You agree to be bound by any changes to this Agreement when you use the Site after any such modification is posted. It is therefore important that you read this page regularly to ensure you are updated as to any changes. If you become aware of misuse of this Site by any person, please contact the Site Administrator at [email protected]
13. Application to Foxflash does not guarantee access.
14. Non-compliance to any of these conditions will result in immediate revocation of access to FOXFLASH.
USER'S USE OF THE MATERIAL DENOTES USER'S ACCEPTANCE OF, AND AGREEMENT TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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2008 Fox Broadcasting Company