The term “Site Services” shall mean any service on, or provided by, the Site, and includes the content of the Site, including any and all human readable patent audio and/or visual elements of this Site created or owned by Electric Ray, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, without limitation, motion pictures, movie trailers, television programs or other episodic works), designs, logos, information and other content made available through the Site, including promotional materials (“Site Content”), and any and all underlying elements of the Site, including, without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site (“Site Codes”).
These Terms are a binding legal agreement between you (the User and/or the Electric Ray Business Partner) and Electric Ray. The employee, agent and/or representative of the Electric Ray Business Partner represents and warrants that he or she has the legal authority to act on behalf of the Electric Ray Business Partner and to bind the Electric Ray Business Partner to these Terms when using the Site. Do not use the Site if you cannot agree with any of the terms contained herein on behalf of yourself and/or the Electric Ray Business Partner.
This Site is hosted on servers in the USA. However, the use of it, wherever the User is resident or the Electric Ray Business Partner is located, shall be subject to and governed by the laws of England and Wales.
I. OWNERSHIP; RESTRICTIONS ON USE
The Site, the Site Services and the Site Content and all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights in the Site, the Site Services and the Site Content are owned by Electric Ray and/or its licensors and are protected by applicable English, USA and international copyright and other intellectual property laws. You acknowledge, understand and agree that you shall not have, nor be entitled to claim, any rights in or to the Site, Site Services, or the Site Content and/or any portion thereof, except as expressly granted to you by Electric Ray, subject to the conditions set forth below and the other terms and conditions of these Terms.
Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide, royalty-free licence to access and view the Site (including, without limitation, any Site Content provided on or through the Site) for your lawful use, as intended through the customary and authorized functionality of the Site.
III. General Provisions
- You agree to comply with all applicable laws, rules and regulations in connection with your activities under these Terms. Electric Ray makes no representation that the Site, the Site Services, the Site Content and their copyrights, trademarks, and licensing arrangements, are appropriate or available for use in locations other than the United Kingdom. Those who choose to access the Site from locations outside of the United Kingdom do so on their own initiative and at their own risk.
- Electric Ray (and its parent, affiliated entities and/or licensors) will continue to hold all rights in and to the Site, the Site Services and the Site Content, including, without limitation, the motion pictures and television programs referenced therein.
- You will indemnify Electric Ray, its employees, agents, representatives, associates, affiliates, parent and subsidiary corporations from any cost or damage arising out of any claim related to your use of the Site, the Site Services, and/or the Site Content (including the use of the Site, the Site Services and/or the Site Content by employees, agents or representative of the Electric Ray Business Partner) or a breach by you or your employees, agents or representatives of any term of these Terms.
- The Site, the Site Content and the Site Services, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to Electric Ray and are owned by Electric Ray and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws.
- 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, the Site Services and/or the Site Content or otherwise use the Site, the Site Services or the Site Content on any other web site, other networked computer environment, or in any medium now known or hereafter developed. Except as provided herein, any other copy or use of any portion of the Site is not authorized, will be a violation of these Terms and will constitute a copyright violation. Any violation of copyright laws may be subject to severe civil and criminal penalties.
- You and your employees, agents or representatives 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 Terms or by law, shall not use bots, spiders, offline readers or other automated systems to access or use the Site in a manner that sends more request messages to the Site’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser, and shall not do anything that is likely to adversely affect or reflect negatively upon or harm the goodwill or reputation of Electric Ray or any of its affiliates, or the Site, or any of the content running or being promoted on the Site (including, without limitation, any movie, television program or other initiative).
- In consideration for your use of the Services, you represent, warrant, covenant and agree to (i) comply with these Terms, (ii) ensure that the authorized employees, agents or representatives provide accurate, complete and true information about themselves as required on any registration form that may be available to create an account, and (iii) ensure that the authorized employees, agents or representatives maintain and update, as applicable, their registration information with current and complete information. A User or Electric Ray’s Business Partner who violates these Terms, in whole or in part, may, at Electric Ray’s sole discretion, have its account suspended or terminated, and may be permanently banned from using any current or future Site Services.
- Electric Ray shall have no liability for any loss or damage arising from your use of the Site, or any Site Service, or the Site Content, or your failure to comply with the foregoing requirements (subject to Clause 13).
- The Site may frame, link to and/or contain advertisements about non-Electric Ray owned or controlled third party web sites. Third party web sites may also reference, advertise, or link to the Site. Electric Ray does not endorse or sponsor third party web sites and is not responsible for the content of third party web sites. Electric Ray expressly and specifically disclaims any statements or assertions made on third party web sites and disclaims any responsibility and liability for any content, software, functionality, services or advertised products or services found on or related to any such third party web sites.
- Electric Ray is pleased to hear from its visitors and welcomes your comments regarding Electric Ray products and services, including the Site. Unfortunately, however, Electric Ray’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 we value any feedback, we request that you, your employees, agents or representatives be specific in your comments regarding our services and products, and that you do not submit any creative ideas, suggestions, or materials. It is the intent of these Terms to avoid the possibility of future misunderstandings when projects developed by Electric Ray or its affiliates might seem to others to be similar to their own creative work. If, at our request, you submit certain specific submissions or, despite our request that you not send us 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 Electric Ray. None of the Submissions shall be subject to any obligation of confidence on the part of Electric Ray, and Electric Ray shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Electric Ray shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe, and Electric Ray shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials 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 Electric Ray’s total liability exceed $5,000.00.
- You agree to indemnify, defend and hold harmless Electric Ray for any and all claims, damages, losses, and causes of action arising as a result of your, your employees’, agents’ or representatives’ failure to comply with these Terms or their negligence or willful misconduct when using the Site or any of the Site Services.
- You are entirely responsible and liable for all activities conducted by you, your employees, agents and representatives in connection with any portion of the Site and Site Services. Listed below are some, though not all, violations that may result in Electric Ray terminating or suspending your access to Site or Site Services. You agree not to do, and to oblige your employees, agents and representatives not to do, any of the following actions while using any Site and Site Services:
- Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Site or Site Services or Site Content;
- Invade the privacy or violate any personal or proprietary right of any person or entity; or
- Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.
- DISCLAIMER. THE SITE AND SITE SERVICES 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, ELECTRIC RAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ELECTRIC RAY DOES NOT WARRANT THAT THE AVAILABILITY OF, OR THE FUNCTIONS CONTAINED IN, THE SITE AND SITE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND SITE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE SERVICES, SITE CONTENT OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. ELECTRIC RAY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE AND SITE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT ELECTRIC RAY) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND SITE SERVICES 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. NOTHING IN THESE TERMS SHALL LIMIT ELECTRIC RAY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ELECTRIC RAY’S NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ELECTRIC RAY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SITE SERVICES, EVEN IF ELECTRIC RAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE ELECTRIC RAY TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, ELECTRIC RAY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS) 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 ELECTRIC RAY’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 ELECTRIC RAY, IF ANY, FOR ACCESSING THE SITE.
- These terms shall be construed and enforced in accordance with the laws of England and Wales (“Applicable Law”) without regard to the choice of law principles thereof. You agree that any and all disputes or controversies of any nature between you and us arising at any time in connection with these Terms or the use of the Site or Site Services, including, without limitation, the issue of arbitrability of any matter so arising between the parties, shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the entertainment 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 JAMS. 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, 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 a court of competent jurisdiction in the UK, 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 an appellate court of competent jurisdiction, 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 a court of competent jurisdiction, 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 London, UK 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.
Notwithstanding anything to the contrary herein and to the maximum extent permitted by Applicable Laws, you (the User and/or the Electric Ray Business Partner) hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any Electric Ray or any Electric Ray affiliate-related motion picture, television program, production or project, or the use, publication or dissemination of any advertising or promotion in connection with such motion picture, television program, production or project. This provision shall remain in full force and effect notwithstanding any termination of your use of the Site or the Site Services.
UNLESS OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THESE TERMS WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
- Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms.
- If any provision of these Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Last updated 3 September, 2014