1. PURPOSE OF SITE
This Site is presented solely for the purpose of enabling business clients, affiliates, partners and press contacts of GSN to obtain certain information and content in connection with their established GSN business uses (collectively, the "Purpose").
Certain portions of the Site are restricted to registered Users who have an Account in good standing. To establish an Account you must be a business client, affiliate, partner or press contact of GSN to obtain access to certain information and content. To register, please complete the registration form and submit your acceptance of the TOU, after which your request for an Account will be submitted to GSN for approval. Approval may be withheld at GSN’s sole and absolute discretion.
By submitting a registration request, you, the User, represent and warrant that you are a business client, affiliate, partner or press contact of GSN.
Once approved, an Account will be activated for the approved User. Account passwords must be kept confidential and may not be shared. Users are responsible for ensuring the confidentiality of their password(s). Users are responsible for all activities resulting from the use of their Account by any User and agrees to immediately notify GSN of any unauthorized use of any of its password or any other breach of security that comes to its attention.
3. RIGHTS AND RESTRICTIONS ON USE
You acknowledge and agree that the Site and all of the content it contains or may in the future contain, including but not limited to all copyrights, trademarks, trade secrets, service marks, trade names, patents and other proprietary and confidential information and material (the "Site Content") are valid and protected in all forms and media. This Site, including all of the Site Content, the "Materials" (as defined below) are owned and controlled by GSN, its subsidiaries, or by other third parties that have licensed such material. The Site, Site Content and Materials are protected from unauthorized use, copying and dissemination by copyright, trademark, publicity and other laws and by international treaty provisions ("Proprietary Rights"). You agree not to use the Site Content and/or Materials for any unlawful purpose and to comply with all copyright laws worldwide in your use of this Site and to prevent any unauthorized copying and/or use of the Site Content and/or Materials. Except as expressly provided herein, GSN does not grant any express or implied right to you under any patent, trademark, copyright or trade secret information.
Approved Users are granted a limited, non-exclusive, non-transferable license in the United States to use the downloadable information and materials ("Materials") included in the Site for incorporation into press, advertising presentations and marketing materials solely to promote GSN and its programming, and/or to sell local advertising on GSN (“Marketing”). No other use may be made of the Site Content and/or Materials for any other purpose. The Site Content, information and Materials on this Site are provided "as-is" and without warranty. Use of the Site Content and/or Materials on this Site by any one other than an approved User for any purpose other than the Purpose and Marketing constitutes a violation of the Proprietary Rights and is strictly prohibited (unless expressly provided to the contrary in writing by GSN). Except as expressly provided herein, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part any Site Content and/or Materials. You agree not to use the Site Content and/or Materials for any unlawful purposes.
All Users of this Site shall abide by any information or restrictions contained in or provided with any of the Materials. No one shall acquire any ownership or other rights in any content or information including without limit the Materials by virtue of downloading or permissible and/or impermissible use of such materials or otherwise.
Users shall have no rights to use any names, trade names, trademarks, service marks, logos, domain names, patents, copyrights or other property of GSN and/or its affiliates, parents or subsidiaries, except with respect to the limited right to use the Materials as expressly provided herein.
This Site may provide links to third party websites or resources. GSN is not necessarily affiliated with any third party websites that may or may not be linked to or from the Site (the "Linked Websites") and is not responsible for the content, performance or availability of any Linked Websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Links from the Site to the Linked Websites and resources are for your convenience only, and you access them at your own risk.
THE SITE, THE SITE CONTENT, AND MATERIALS 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, GSN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. GSN DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, THE SITE CONTENT, OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, MATERIALS OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. GSN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT OR THE MATERIALS, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT GSN) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
All users of the Site assume the risk and entire cost of all necessary servicing, repair or correction to hardware and software arising from their use of the Site.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GSN, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS OR PARENT, SUBSIDIARY OR AFFILIATED COMPANIES (COLLECTIVELY, THE “GSN ENTITIES”) BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, INDIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SITE CONTENT OR MATERIALS OR ANY ERRORS OR OMISSIONS IN ITS TECHNICAL OPERATION, EVEN IF THE GSN ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE GSN TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, THE GSN ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE 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 EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE GSN ENTITIES' 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, IF ANY, FOR ACCESSING THIS SITE.
BY ACCESSING THIS SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
All NON-PUBLIC information of any kind shall not be used or disclosed for any purpose other than the Purpose unless otherwise specifically denoted in the information, content or Materials.
7. USER DATA & PRIVACY
8. RULES OF CONDUCT
Users of this Site agree to comply, with all requirements set forth in this TOU, applicable laws, rules and regulations. Below please find a few examples of conduct not permitted on this Site.
i) Users may not interfere with any other users’ use or access of this Site including without limit the right to privacy, interfere with or disrupting the Site, its message boards, servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of the Site;
ii). Users may not change, alter, adapt, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
iii) Users may not use obscene or inappropriate text, images, gestures, etc.
iv) Users may not reproduce, duplicate, copy, sub-license, sell, resell or exploit for any commercial purposes, any portion of this Site, use of the Site, or access to the Site, other than as expressly permitted pursuant to the TOU Agreement.
v) Collect or harvest the information of any User or otherwise access the Site using automated means (including but not limited to harvesting bots, robots, spiders or scrapers).
To the extent that Users of this Site submit any notes, messages, postings, ideas, suggestions, concepts or other materials (collectively, "Submissions"), such Submissions shall become the property of GSN. GSN shall be entitled to use and exploit the Submissions (without payment to, consideration for, or liability to the individual or entity responsible for the Submissions) throughout the universe in perpetuity in all media, markets and languages, and in any manner, for any purpose, and through any methods or means now known or hereafter devised. Each Submission will be treated as non-confidential and non-proprietary in each instance. By submitting a Submission to this Site or GSN, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. All Submissions to the Site and/or GSN shall be the sole property of GSN and will not be acknowledged or returned. You agree and understand that GSN is not obligated to use any Submission you make to the Website or GSN and you have no right to compel such use. You hereby acknowledge and agree that your relationship with GSN is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to GSN does not place GSN in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that GSN has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by GSN's own employees. Many ideas or stories may be competitive with, similar or identical to your Submission in theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of GSN's use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of a GSN's actual or alleged exploitation or use of any material you submit to the Site and/or GSN, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the production, distribution, exhibition or other exploitation of any production based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law. 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 GSN's liability exceed $5,000.
GSN is not responsible in any way for any such Submissions or any opinions or information contained therein or for any injury, loss, or damage which occurs as a result of an opinion expressed or information provided in such Submissions. All statements, advice and opinions made by users in such Submissions are those of the users only, and GSN neither endorses nor shall be held responsible for the reliability or accuracy of same.
By using this Site, you agree to defend, indemnify and hold the GSN Entities harmless from and against all third party claims, alleged claims, demands, causes of action, judgments losses, costs, damages, liabilities and all costs and expenses (including attorneys’ fees) arising out of or related to your use of the Site, your violation of this TOU Agreement, information or material posted or transmitted through your computer or Account, even if not submitted by you, that infringes any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person, any misrepresentation made by you and/or GSN's use of your information. GSN reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and shall not in any event settle such matter without the written consent of GSN.
GSN, in its sole and absolute discretion and at any time, may with or without notice, terminate an Account, related passwords and user names and/or use of the Site for any reason or for no reason at all, and may remove and discard any content within the Site, for any reason, whatsoever. You agree that GSN shall not be liable to you or any third party for any termination of your access to the Site. Should GSN take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your Account. You understand and agree that GSN shall not have any liability to you or any other person for any termination of your Account and/or the removal of information concerning your Account.
12. JURISDICTION AND GOVERNING LAW
This TOU Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of any other state's laws. Any action to enforce this Agreement shall be brought in the federal or state courts located in the County of Los Angeles, in the State of California.
GSN has no obligation to provide any notices with respect to the use of this site. Notices to users may be made at GSN’s sole and absolute discretion via either email or regular mail. GSN may also provide notices of changes to the TOU Agreement or other matters by displaying notices or links to notices to users generally on the Site.
Users may provide notice to or otherwise contact GSN by sending an email to: Help@gsn.com.
If any part of this TOU Agreement is deemed void, invalid, unlawful or unenforceable for any reason, then that part of this TOU Agreement shall be replaced with language that reflects the original purpose of the parties intent in a lawful, valid and enforceable manner, if that is not possible that such part shall be deemed severed from this TOU Agreement and shall not affect the validity and enforceability of the remainder of this TOU Agreement. This constitutes the entire agreement between the users and GSN with respect to use of this Site and supersedes all prior or contemporaneous understandings between the parties with respect thereto.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL THE PROVISIONS CONTAINED ABOVE.
© 2009 Game Show Network, LLC.
Effective Date: _July 31, 2009.