This Interactive Media Permission Agreement (the "Agreement") sets forth the terms and conditions which apply to your use of NBCUniversal Media Village (the "Site"), which is offered to you by NBCUniversal, Inc. ("NBCUniversal"). By completing the NBCUniversal Media Village registration form and obtaining a password, and/or accessing the Site by any means offered by NBCUniversal and downloading information, video or photographs (collectively the "Materials") (subject to NBCUniversal's 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. NBCUniversal reserves the right to change or modify this Agreement, and reserves the right to withdraw any portion of the Materials available via this Site, or to suspend the rights of any User for any reason in NBCUniversal's sole discretion. If you disagree with any modifications to this Agreement made by NBCUniversal at any time, please do not make any further use of the Site.
1. By accessing this Site or the Materials and/or completing the registration process and obtaining a password, User has requested a non-exclusive license to use NBCUniversal Materials consisting of NBCUniversal written publicity materials, video and photographs on the Site (subject to NBCUniversal's further approval) in connection with promotions and/or publicity for NBCUniversal television shows and/or other NBCUniversal entertainment properties on Licensee's Internet Site ("Licensee's Site"), in Licensee's editorial printed materials ("Publications") or for other approved, editorial uses. NBCUniversal hereby grants a non-exclusive, royalty-free license to Licensee to download and use a single copy of the Materials in this manner for the term of this Agreement and strictly for these 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 or other approved editorial uses, 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 NBCUniversal and Licensee must seek specific permission from NBCUniversal prior to making any such use of the Materials.
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 materials 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 other 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 contain information of the kind described in this definition.
3. Licensee agrees that as between Licensee and NBCUniversal, NBCUniversal is the exclusive owner of all rights, title and interest in and to the Materials, including copyright and trademark rights therein. Licensee shall not use the Material in any way that may violate or is inconsistent with NBCUniversal's rights. NBCUniversal 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 Materials in any manner.
4. The term of this license shall commence upon Licensee's access to NBCUniversal Media Village or upon Licensee's registration with NBCUniversal Media Village, and shall continue as long as Licensee continues to access the NBCUniversal Media Village, subject to NBCUniversal's right of termination under Section 9 of this Agreement. Licensee represents and warrants that any information provided to NBCUniversal Media Village by Licensee in connection with registration for NBCUniversal Media Village is true and accurate.
5. Licensee agrees that it will not use the Materials 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, without NBCUniversal's prior written consent.
6. Licensee agrees that any use of any Materials 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 Materials, if any, without NBCUniversal's prior written consent
8. Licensee agrees that for each television show from which Materials are 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 NBCUniversal for providing the photograph.
9. This Agreement may be terminated by NBCUniversal at any time at its sole discretion. Immediately upon the termination of this Agreement, Licensee shall cease all use of the Materials, take all Materials off Licensee's Site, take down all hyperlinks to NBCUniversal, and return the Material to NBCUniversal.
10. Licensee will fully defend and indemnify NBCUniversal 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. NBCUniversal intends to provide the most current information available about NBCUniversal 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 NBCUniversal 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 NBCUniversal 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. NBCUniversal makes no guarantees with respect to the Materials provided on this Site, and neither NBCUniversal 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 NBCUniversal 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.
For further information about the Site, if you experience difficulty accessing the Site or any Materials on the Site, or to remove your name from the list of registered Users, please contact NBCUniversal at email@example.com.
USER'S USE OF THE MATERIAL DENOTES USER'S ACCEPTANCE OF AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.