MediaVillage

TERMS AND CONDITIONS

This Interactive Media Permission Agreement (the "Agreement") sets forth the terms and conditions which apply to your use of NBCUniversal MediaVillage (the "Site"), which is offered to you (“User”) by NBCUniversal, Inc. ("NBCUniversal"). By completing the NBCUniversal MediaVillage registration form and obtaining a password, and/or accessing the Site by any means offered by NBCUniversal and downloading information, video (including screeners) 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 User’s Internet Site ("User's Site"), in User's editorial printed materials ("Publications"), on approved televised or syndicated talk shows (“Talk Shows”), or for other approved, editorial uses. NBCUniversal hereby grants a non-exclusive, royalty-free license to User 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, and any other conditions specifically stated on this Site in connection with any Materials. User agrees that the Material will be used only for informational, non-commercial purposes on the User's Site itself and/or in Publications, Talk Shows, 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 User in any way. User'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, commercial uses, promotional uses, publishing and all other mediums are expressly reserved by NBCUniversal and User must seek specific permission from NBCUniversal prior to making any such use of the Materials
2. User 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. User agrees that as between User and NBCUniversal, NBCUniversal is the exclusive owner of all rights, title and interest in and to the Materials, including copyright and trademark rights therein. User shall not use the Material in any way that may violate or is inconsistent with NBCUniversal's rights. The trademarks and logos (collectively the "Trade Marks") displayed on the Site are registered and unregistered Trade Marks of NBCU or other third-party owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Marks displayed on the Site without the prior written permission of NBCU or such third party. NBCUniversal shall at all times, anywhere in the world and in all media and whether or not in conflict or competition with User, have the right to use and authorize others to use the Materials in any manner.
4. The term of this license shall commence upon User's access to NBCUniversal MediaVillage or upon User's registration with NBCUniversal MediaVillage, and shall continue as long as User continues to access the NBCUniversal MediaVillage, subject to NBCUniversal's right of termination under Section 12 of this Agreement. User represents and warrants that any information provided to NBCUniversal MediaVillage by User in connection with registration for NBCUniversal MediaVillage is true and accurate. User’s permission to access the Site and download Materials from it is personal to User, and User may not allow any third party to use such materials (except, where necessary, fellow employees of the same company). User agrees to keep all usernames and passwords confidential, to use all reasonable endeavors to prevent unauthorized access to the Site by third parties, and to notify NBCUniversal immediately if any unauthorized person has accessed or becomes able to access the Site. User shall notify NBCUniversal as soon as possible and (i) in no event less than seven days, if a user is no longer employed by the same company or if access to the Site is no longer required, and/or (ii) in no event less than two days in the event of a breach of its confidentiality obligations under this Agreement.
5. User agrees that it will not use the Materials in advertisements or promotions of any kind regarding User's Site or Publications, including, without limitation, use of the Materials in any promotional tie-ins, without NBCUniversal's prior written consent.
6. User agrees that any use of any Materials by User shall be in its entirety on the Site and/or in the Publications and shall not be altered or edited in any way.
7. User 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. User agrees that for each television show from which Materials are used, User 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 User, User shall make best effort to credit NBCUniversal for providing the photograph.
9. User agrees that the material posted on the Site is copyrighted and owned by NBCUniversal. Material may be used for customary promotional and publicity uses. No other uses are permitted without prior consent. User shall not duplicate, publicly preform, loan, rent, sell, give away or otherwise transfer any Materials to any third party for any reason. Unauthorized use may be subject to prosecution. Use of the material in violation of the foregoing may result in civil and/or criminal proceedings and penalties. NBCUniversal reserves the right to digitally watermark any screeners or other Materials on this site, making it forensically traceable to User. Except for authorized changes necessary for localization purposes or where otherwise authorized by NBCUniversal, no changes may be made to the Materials downloaded from the Site without NBCU’s prior written approval. All copyright and other proprietary notices must be retained on such Materials at all times.

If User believes any content on the Site is defamatory or infringes any intellectual property please send a written notice to the agent identified below to request a review of the alleged infringement:

By mail:
NBCUniversal Media, LLC
DMCA Agent
NBC Universal Law Department
620 5th Avenue, 5th Floor, Office 574
New York, New York 10020
By e-mail: dmca.agent@nbcuni.com


In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:

• Name, address, telephone number, and e-mail address;
• A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the NBCUniversal Services are covered by a single notification, a representative list of such works.

Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials:

• Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• A statement of a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
• A statement that the information in the notice is accurate, and under penalty of perjury, that the owner of the exclusive right that is allegedly infringed or the person who is defamed has given authorization to act on his or her behalf.
10. The material posted on the Site may be used solely as a promotional tool to promote the exhibition of the programming and episodes(s)/event(s) intended, and may not be used to produce any additional type of stand-alone programming. This material cannot be used for parody or other distortion of any plot, theme, idea, image, likeness, character or name contained in any program or in any promotional materials supplied by NBCUniversal. Please be advised that any other use of the materials provided must be approved by NBCUniversal in its sole discretion. The permission granted to use the material may be revoked at any time, and shall expire 7 days from its initial release or once the listed episode(s)/event(s) has initially aired.
11. Video posted on any Internet site must be streamed only, and not available for download. Archiving is not allowed and video must be removed within 7 days of the episode airdate. Any clip or clips used within a segment or posted as stand-alone material are limited to under 4 minutes. Only the listed downloadable file versions are approved for use. The video player file versions that include timecode are for review purposes only. The User’s site will be responsible for any claims if the guidelines are not followed
12. This Agreement may be terminated by NBCUniversal at any time at its sole discretion. Immediately upon the termination of this Agreement, User shall cease all use of the Materials, take all Materials off User's Site, take down all hyperlinks to NBCUniversal, and return the Material to NBCUniversal.
13. User will fully defend, hold harmless and indemnify NBCUniversal and its parent, subsidiaries, affiliates, and their respective officers, directors, owners, agents, licensors and suppliers from and against any and all claims, actions, liabilities, losses (including loss of profits and/or reputation), 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 User's Site or User's use of the Material on User's Site or in Publications or in any other way. User shall not settle any claim that may affect any NBCUniversal without that party’s prior written consent. NBCUniversal reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and in such case, User shall cooperate fully with NBCUniversal’s defense of such claim.
14. In the event that this Site contains links to any other sites ("Linked Sites"), then whether or not NBCUniversal is affiliated with such Linked Sites, NBCUniversal shall not be responsible for their content. The Linked Sites are for the User’s convenience only, and the User assumes all risk associated with any use of such Linked Sites. The inclusion of Linked Sites does not mean that NBCUniversal endorses the content or opinions expressed in any such Linked Sites, and NBCUniversal makes no representations or warranties regarding such content and/or opinions.
15. By using the Site, User consents to receive electronic communications from NBCUniversal. These communications may involve sending emails to the email address provided during registration, and may include notices about your account (e.g., changes in password, confirmation of e-mails and other information). User agrees that any notices, agreements, disclosure or other communications that is sent electronically will satisfy any legal communication requirements, including that such communications be in writing.
16. 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. The Site is controlled and operated by NBCUniversal in the United States. Unless User has been granted specific authorization for a particular location or country outside of the United States, NBCUniversal makes no representation that the Materials on the Site are appropriate or available for use in other locations and other countries. 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, NON-INFRINGEMENT, 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. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply. Please check applicable local laws for any restrictions or limitations regarding the exclusion of implied warranties. NBCUniversal also assumes no responsibility, and shall not be liable for, any damages to, malfunctions, errors, or crashes of, or viruses that may infect, computer equipment or other property on account of access to, use of, or browsing in the Site or the downloading of any Materials, data, text, images, video, or audio from the Site.
17. General
    

    (a) Applicable law. These Terms, any Additional Terms and the relationship between you and us shall be governed by the laws of the U.S. and the State of New York without regard to its conflicts of law provisions. The Convention on Contracts for the International Sale of Goods does not apply to your access or use of the NBCUniversal Services or these Terms.

    (b) Venue. Any action or proceeding arising from, relating to or in connection with these Terms will be brought exclusively in the federal or state courts located in New York, New York, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.

    (c) No Waiver. No failure or delay by us in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.

    (d) Severability. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.

    (e) Limited Time to File Claims. User agrees that regardless of any statute or law which establishes a different statute of limitations, to the maximum extent permitted under applicable law, any claim or cause of action (including any arbitration) arising out of, related to or connected with the use of the Site or Materials must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    (f) Paragraph and Section Titles are For Convenience. The paragraph or section titles in these Terms are for convenience only and have no legal or contractual effect.

    (g) This is the Entire Agreement. These Terms represent the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in writing by the party to be charged.

    (h) Assignment. These Terms are binding upon and shall ensure to the benefit of the parties and their respective successors, heirs, executor, administrators, personal representatives and assigns. User shall not assign any rights or obligations hereunder without our prior written consent and any such assignment shall be void and invalid at the outset.For further information about the Site, difficulty accessing the Site or any Materials on the Site, or to remove a User’s name from the list of registered Users, please contact NBCUniversal MediaVillage through the Contact Support Form found in the Help section of MediaVillage.

PRIVACY POLICY

Please access our privacy policy at the following link: http://www.nbcuniversal.com/privacy

USER'S USE OF THE MATERIAL DENOTES USER'S ACCEPTANCE OF AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.