Paramount Terms And Conditions - Brazil
IMPORTANT! PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING WWW.PARAMOUNTTVPROMO.COM, WWW.PARAMOUNTHOTELPROMO.COM, WWW.PARAMOUNTONDEMAND.COM, WWW.PARAMOUNTINFLIGHT.COM (THE "WEB SITE"), AS IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. BY CHECKING THE "I UNDERSTAND AND AGREE" BUTTON ASSOCIATED WITH THESE TERMS (BELOW), YOU AGREE TO THESE TERMS. IF YOU DISAGREE WITH ANY OF THESE TERMS, OR DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, YOU WILL NOT BE GRANTED ACCESS TO THE WEB SITE.
These Terms constitute the terms and conditions pursuant to which Paramount Pictures Corporation, Paramount Pictures Canada Distribution Inc., Paramount Pictures Entertainment Canada, Inc., Viacom Enterprises Canada Ltd, Paramount Pictures International or Paramount Pictures Global, as applicable, ("PARAMOUNT") shall provide you, a non-exclusive, revocable, non-assignable license ("License") to access the Web Site and to download PARAMOUNT keyart, stills, electronic press kits, and/or advertising materials (collectively, "Materials") of motion pictures and/or other programs (collectively, "Programs"). For purposes of these Terms, "you" and "your" refer to the person who physically presses the "I Understand And Agree" button associated with these Terms and the company for whom you work that has entered into a license agreement with PARAMOUNT for use of the Materials. Your use of the Web Site or Materials may also be governed by a contract between PARAMOUNT and you or your employer ("Agreement"). In the event of a conflict between these Terms and the Agreement, the Agreement will control.
1.You agree that:
(a)All Materials are TM & COPYRIGHT 2001-2006 BY PARAMOUNT. ALL RIGHTS RESERVED;
(b)All Materials are protected by copyrights and other intellectual and industrial property rights owned or controlled by PARAMOUNT. UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING OR DUPLICATING OF ANY OF THE MATERIAL IS PROHIBITED;
(c) PARAMOUNT is not responsible or liable for any infections or contamination of your system or delays, inaccuracies, errors, or omissions arising out of your use of this Web Site or with respect to the Material contained on this Web Site;
(d)This Web Site and all Materials contained on it are distributed and transmitted "as is," 'with all faults" and without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose;
(e)The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Material rests with you;
(f)PARAMOUNT is not responsible for any special, indirect, incidental, or consequential damages that may result from the use of, or the inability to use, the Web Site or the Materials contained on this Web Site whether the Material is provided or otherwise supplied by PARAMOUNT or anyone else. Notwithstanding the foregoing, in no event will PARAMOUNT's total liability to you for any and all claims, damages, losses, and causes of action (whether in contract or tort or otherwise) exceed the amount paid by you, if any, for accessing this Web Site.
THE FOLLOWING PARAGRAPH 1(g) IS FOR RESIDENTS OF GERMANY ONLY:
(g)GERMAN WARRANTY AND LIABILITY
Service interruptions of the Web Site are possible. This applies in particular to times, when the web server is not available over the internet, due to technical or other problems, not in the sphere of influence of PARAMOUNT (force majeure, fault of third party, etc.). A claim to permanent availability shall be excluded. The use of the services and Web Site made available by PARAMOUNT is at the user’s own risk.
Over and above this warranty, PARAMOUNT will only be liable for intentional and gross negligence, according to the legal provisions. In the event of slight negligence, PARAMOUNT will only be liable if an essential duty of the Terms ("essential duty") is breached or in the case of default or impossibility of performance. In the event of slight negligence, the liability shall be limited to predictable and typical damages. This restriction to liability applies to liability for slight damages also in the event of initial impossibility on the part of PARAMOUNT. Liability for the lack of guaranteed qualities, because of malice, in the event of personal damage, legal fault and according to the Product Liability will remain unaffected.
THE FOLLOWING PARAGRAPH 1(h) IS FOR RESIDENTS OF SPAIN ONLY:
(h) With respect to these Terms, which govern your access and use of the Web Site, you agree that we are not obligated to provide you with any information concerning the following topics: (i) the different steps to follow to conclude these Terms; (ii) whether or not the concluded Terms will be filed by us and whether it will be accessible; (iii) the technical means for identifying and correcting input errors; (iv) the languages offered for the conclusion of the Terms; and (e) the confirmation of our receipt of your acceptance to the Terms. This paragraph shall not be affected in any manner by the fact that we may decide, or have decided, to provide you with any of the information described in this paragraph.
2.This Web Site is controlled and operated by PARAMOUNT from its offices in the State of California, United States of America. Accordingly, any information collected from or about users of the Web Site is collected and processed by PARAMOUNT in the United States.
PARAMOUNT does not make any representations that Materials in this Web Site are appropriate or available for use in other locations. Those who choose to access this Web Site from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. No software from this Web Site may be downloaded, exported or reexported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
3.License: For any Materials accessed and/or downloaded from the Web Site, such Materials shall be licensed to you solely for your use in promoting or publicizing the availability of Programs to which the Materials pertain during the applicable pre-promotion period. PARAMOUNT conditions your license of such Materials on your performance of each of its obligations hereunder and with the Ad Credit memorandum pertaining to the Program.
PARAMOUNT may, in its sole discretion, modify, amend or supplement the terms and conditions of this Agreement from time to time by written notice to you.
4.Term: The term of this Agreement shall be continuous and shall apply to all Materials provided to you by PARAMOUNT, until terminated by either party pursuant to Paragraph 15below.
5.Territory: The Materials for any Program are Licensed to you for use only in those territories in which you have the right to exploit such Program. To the extent that you use the Materials on the internet, or in any other media in which it can be viewed by entities outside of the Territory, you shall take all reasonable steps to prevent such viewing in other territories.
6.Restrictions (General):
(a)You shall not, and shall not authorize any other party to, provide any other party with access to the Web Site. In the event that you believe you may have done so, you shall immediately contact PARAMOUNT and advise PARAMOUNT of its concerns.
(b)You shall not, and shall not authorize any other party to, alter, change, enhance, modify, edit, add to or subtract from the Materials, except as may be specifically permitted herein, or as may be specifically authorized by PARAMOUNT in writing in advance or as set forth in the applicable Ad Credit memorandum.
(c)You shall at all times keep the Materials in a secure location or computer server, taking all security measures to ensure that the Materials are not copied, stolen, transmitted or otherwise used, viewed or displayed in an unauthorized manner or by entities/persons not specifically authorized by PARAMOUNT. PARAMOUNT shall have the right (but not the obligation) to inspect your premises to ensure compliance with this provision.
7.Restrictions (Use of Materials): You may utilize the Materials to promote any Program, provided that such promotion and any activity in connection with such promotion:
(a)shall be intended solely to promote the Program;
(b)shall not be used for any revenue-generating activity, competition, game, lottery, sweepstake or other similar event without PARAMOUNT’s prior written consent;
(c)if on the internet, shall emanate from servers located exclusively in the Territory, and shall be intended to reach only those viewers who are located in the Territory;
(d)shall not violate the law;
(e)shall not disparage, defame, distort or parody any person, story, image, likeness, character or name contained in or related to the Program;
(f)shall not use, display or exhibit over the internet any moving images or sounds from or relating to the Program regardless of how you acquire or create such moving images or sounds;
(g)if such Program is an episodic series, shall display only those Materials of a non-recurring performer (e.g., a "guest star" appearing in one episode) to promote the episode(s) in which such performer appears;
(h)shall include a restrictive legend on the Materials of sufficient size that identifies the proper copyright owner(s) of the Materials and the Program and prohibits any downloading, reuse, reproduction or retransmission of the Materials;
(i)shall not use any copyright work, trade or service mark or trade identity of PARAMOUNT, or contained in or related to the Program or any part thereof, as a name for your internet web sites or web site addresses;
(j)shall not use the Materials or the names, voices, images, likenesses, or biographical information of the performers in the Program in any manner which constitutes or may be deemed to constitute an express, implied, direct or indirect commercial tie-in with or endorsement of any product, service or sponsor; and
(k)shall not use any moving clips from electronic press kits, if available on the Web Site, more than 2 minutes and 13 seconds in duration with respect to one scene or in excess of 4 minutes and 26 seconds in duration with respect to any combination of scenes. Any trailer provided in the electronic press kit must be used in its entirety and 'as is', that is, the audio and visual tracks cannot be separated; provided, however, that you may replace the narrative voice over of the footage with a word-for-word exact copy (including synchronization with visual images) thereof in your narrator's voice for continuity purposes only.
8.Right to Approve Use: At PARAMOUNT’s request, you shall provide PARAMOUNT with samples, previews, storyboards, or other works into which the Materials shall be incorporated. PARAMOUNT reserves the right to approve all of your specific uses and layouts of the Materials. For the avoidance of doubt, none of your representations and warranties, agreements or indemnification shall in any way be limited by reason of such approval (if any).
9.Reservation of Rights: PARAMOUNT hereby reserves all of its rights in the Materials and in the Programs to which they pertain. PARAMOUNT shall at all times, anywhere in the world and whether or not in conflict or competition with you, have the right to use or authorize others to use the Materials in any manner it may desire.
For the avoidance of doubt, nothing contained in this Agreement creates or transfers to you any multimedia rights in the Program. As between PARAMOUNT and you, PARAMOUNT retains any and all multimedia rights, copyrights and trademarks, as well as all other rights in and to the Programs, the Materials, related names and likenesses, including but not limited to, distribution rights.
10.Credits and Notices:
(a)You agree to include in all uses of the Materials a credit and legal line, in the form, placement and size, specified by PARAMOUNT for the particular Program to which the Materials pertain.
(b)You agree that all advertisements into which you incorporate the Materials shall be subject to the provisions set forth in the Ad Credit Memorandum applicable to such program and provided via the Web Site.
11.Passwords/Authorized User
As an authorized user, you understand and agree that you are responsible for all activities that occur under your account, and agree that you will not sell, transfer or assign your access rights. You also understand that PARAMOUNT and its authorized agents will be entitled to monitor your account and, at its discretion, require you to change it. You understand that you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer so that others may not access the Web Site using your user name or password in whole or in part. You will notify PARAMOUNT immediately if you believe your password has been compromised or security of your account is threatened in any way. Immediately upon termination of your employment, your rights to access the Web Site and use the Materials will terminate and you agree to notify PARAMOUNT in writing that your employment has terminated.
When you submit your information to become an authorized user you represent and warrant to PARAMOUNT that: (a) you are using your actual identity and the information you provide to PARAMOUNT is true, complete, correct and current, and that you will maintain and update that information as circumstances require; (b) you have the capacity to enter into these Terms (i.e., you are of sufficient legal age and mental capacity); (c) you are otherwise entitled to be legally bound in contract; (d) you are an employee of a company with whom PARAMOUNT has a license agreement for use of the Materials; and (e) you are an authorized representative of that company and you are using the Web Site in the course of performance of your employer’s instructions and are acting on behalf of your employer. PARAMOUNT reserves the right to terminate or suspend your membership and deny or refuse access to the Web Site to any person at any time.
12.Representations and Warranties:
(a)You represent and warrant that your use of the Materials shall contain all appropriate copyright and other intellectual property notices as may be required by PARAMOUNT, including, without limitation, those required or desirable under the United States Copyright Act, the terms of the Universal Copyright Convention and any other applicable law. Any copyright in the advertisements, displays or other uses in which the Materials are incorporated shall be held in trust for PARAMOUNT and/or the copyright proprietor of the Program from which the Materials were taken, if other than PARAMOUNT, to the extent that such Materials are used therein.
(b)You represent and warrant that the context in which the Materials are used shall not in any way be derogatory to the Program from which the Materials were taken, any person connected with the production thereof or depicted therein, PARAMOUNT, its affiliated companies, employees, officers and representatives, and/or the literary material upon which the Materials is based. Furthermore, the Materials shall not be used in any way so as to constitute an expressed or implied endorsement of any product, service or entity, or a commercial tie-up involving, anyone or anything associated with the motion picture or program from which the Materials were derived.
(c)PARAMOUNT makes no representations or warranties of any kind whatsoever, express or implied, as to the extent of any rights to the Materials in connection with your intended use.
13.Indemnification: You acknowledge that PARAMOUNT shall not be responsible in any way for creating your advertisements, displays or other uses in which the Materials may be incorporated. Accordingly, You shall indemnify, defend and hold PARAMOUNT, its parent, affiliates, subsidiaries, agents, employees, representatives and associates, and the officers, directors and employees of each of them harmless from and against all losses, costs, damages, judgments, liabilities and expenses (including, without limitation, attorneys’ fees and any payments that may be due any director, actor, union, guild or other party, individual, entity and/or organization) arising from all claims whatsoever, and whenever brought, which may be brought based directly or indirectly upon your use of Materials and/or in connection with your display and use of Materials. PARAMOUNT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any matter subject to your indemnification obligation without the prior written consent of PARAMOUNT unless prohibited by law.
14.Limitation of Liability:
PARAMOUNT limits its liability in connection with your use of the Web Site and materials as set forth below:
Except in jurisdictions in which liability for injury or death due to negligence or any other liability which cannot be excluded or limited by law (for which no limit applies): YOU AGREE THAT PARAMOUNT AND ITS AFFILIATES, AS APPLICABLE, ARE NOT LIABLE TO YOU FOR ANY LOSS, DAMAGES OR LOSS OF GOODWILL OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, EMERGING, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THIS WEB SITE, ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY PARAMOUNT OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITE, THE MATERIAL, OR ANY ERRORS OR OMISSIONS IN THE WEB SITE’S TECHNICAL OPERATION OR THE MATERIAL, EVEN IF PARAMOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THIS WEB SITE OR ITS RELATED INFORMATION OR PROGRAMS; AND NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL PARAMOUNT OR THE AFFILIATES BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION RELATED TO THE WEB SITE WHATSOEVER IN AN AMOUNT GREATER THAN FIFTY DOLLARS ($50).
15.Termination: Your failure to comply with the terms and conditions of this Agreement shall cause your license to use and access the Materials and access the Web Site to be automatically terminated and to be deemed null and void ab initio. In addition, PARAMOUNT shall have the right to terminate your access to the Web Site, for any reason or for no reason, as necessary. Immediately upon completion of the use for which you requested the Materials, upon termination of this Agreement, and in any event upon PARAMOUNT's demand, you shall return all Materials (whether provided to you in electronic or physical form) to PARAMOUNT. You shall remove (or cause to be removed) from the internet any Materials (including any approved photos) relating to any Program within 24 hours of PARAMOUNT’s notice to you therefor. Any such notice from PARAMOUNT shall be deemed to terminate your authorization to access such Materials with respect to such Program but shall not affect the validity of this Agreement otherwise. You shall concurrently certify via sworn affidavit to PARAMOUNT whether you have made any copies of the Materials, and if so, shall certify by sworn affidavit that all such Materials have been returned to PARAMOUNT or have been destroyed.
16.Remedies: You agree that a breach by You of any of your undertakings hereunder would cause PARAMOUNT damage which could not readily be remedied by an action at law and might, in addition, constitute an infringement of copyright and/or trademark and/or other applicable laws. Any such breach would, therefore, entitle PARAMOUNT to equitable remedies (without posting a bond), costs and attorneys’ fees in addition to any other rights and remedies provided for herein or by law.
17.Assignment: This Agreement shall not be assigned by you in whole or in part. PARAMOUNT shall have the right to freely assign this Agreement.
18.Waiver: A waiver by either party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.
19.Governing Law and Jurisdiction: You agree that in the event of any disputes arising hereunder, such disputes shall be governed in accordance with the governing law and jurisdiction of the Agreement between PARAMOUNT and you.
20.Withdrawal of Materials: For any of the Materials, PARAMOUNT shall have the right to terminate the Agreement and to withdraw authorization granted hereunder in the event that PARAMOUNT no longer controls the rights necessary to grant the rights hereunder or in the event that in PARAMOUNT’s sole business judgment PARAMOUNT deems it appropriate to do so.
21.These Terms will be binding upon your use in any manner of the Materials provided hereunder.
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