Terms and Conditions of Use
Terms and Conditions of Use
Terms and Conditions
PLEASE BE ADVISED THAT USE OF THE v2.DISNEYABC.tv WEBSITE ("SITE") IS NOT FOR PERSONAL USE, BUT ONLY FOR AUTHORIZED BUSINESS USE FOR OR WITH WALT DISNEY PICTURES ("DISNEY") OR ONE OF THE DISNEY COMPANIES (AS DEFINED BELOW). In order to access the Site or any portion hereof, you must affirmatively agree to the terms and conditions of use as set forth below, or as modified or updated from time to time by Disney in its sole discretion ("Terms and Conditions"). In order to express your affirmative agreement to be bound by the Terms and Conditions, please review these Terms and Conditions and click the "Accept Terms and Conditions" button on the bottom of this page. Your use of the content contained in the Site, including, without limitation, information, materials, images, logos, video, audio, copy, text, comments and documentation ("Assets") is subject to the Terms and Conditions. For the sake of clarity, all content uploaded by you onto the Site will be included in the definition of Assets. You are bound by any notices and/or restrictions included on, with or related to the Assets ("Notices and Restrictions"). If you are not an employee of Disney or one of the Disney Companies, you are also bound by the applicable Agreement (as defined below) and/or marketing, trademark, copyright, nomenclature, distribution and approval guidelines included on, with or related to the Assets that may be provided on the Site or otherwise provided to you by Disney or one of the Disney Companies ("Guidelines"). If you are an employee of Disney or one of the Disney Companies, your access to the Site and use of the Assets are also subject to The Walt Disney Company's Computer Usage and Security Policy. If you do not agree to be bound by the Terms and Conditions, you are not entitled to access the Site or use the Assets and you must immediately exit the Site.
Disney reserves the right, in its sole discretion and at any time, to update or modify (i) the Terms and Conditions, (ii) the features and functionality of the Site accessible by you and (iii) the Assets of the Site without notice to you. Please check the Terms and Conditions periodically for changes. Your continued use of the Site or the Assets following the posting of changes to the Terms and Conditions will mean you accept any such updates and modifications.
Access to the Site and Use of the Assets
In order to access the Site and use the Assets contained herein, you must be an individual user who either (i) is an employee of Disney or one of its parent, related, affiliated or subsidiary companies (collectively, "Disney Companies") or (ii) has been (a) expressly authorized by Disney to access the Site and use the Assets to fulfill your obligations under the Agreement and (b) provided a user name by Disney with the ability to create an associated password for your use of the Site ("Authorized Users"). If you are an Authorized User, you may only access the Site and use the Assets permitted by Disney for the time permitted by Disney, which will be no later than the termination or expiration of the Agreement. When accessing the Site, an Authorized User does so on his/her own behalf and on behalf of his/her respective company, and by doing so submits to the Terms and Conditions individually and on behalf of his/her company.
For the purposes hereof, an "Agreement" is any written agreement between any person or entity and Disney or one of the Disney Companies that allows such person or entity to use any Asset provided by Disney or one of the Disney Companies through the Site or otherwise for distribution fulfillment purposes for Disney or any of the Disney Companies. Any such Agreement must remain in effect at all times in order for the applicable Authorized User to access the Site and use the Assets. If the Agreement is terminated, for whatever reason, or expires, the Authorized User must immediately exit the Site. The Terms and Conditions are in addition to, and incorporated into, any Agreement. Notwithstanding the foregoing and except as expressly stated in the Terms and Conditions, your access to the Site and use of the Assets in no way alters any terms of the Agreement. Any use of the Assets must be approved in writing by Disney or one of the Disney Companies pursuant to an applicable Agreement and subject to the Terms and Conditions, any Guidelines, any Notices and Restrictions and the terms of any such Agreement.
All pages of the Site and all Assets are proprietary information of Disney and the Disney Companies, and are highly sensitive and confidential. Use of the Assets contained on the Site is strictly limited (i) to the purpose which is expressly specified in the applicable Agreement, and (ii) for the purposes of fulfilling distribution orders for Disney or any of the Disney Companies. You agree to take all steps necessary to prevent any Assets from being disclosed to any person or entity other than those to whom Disney has expressly authorized such disclosure in advance and in writing. No Assets from the Site may be downloaded, uploaded, reproduced, copied, republished, transmitted, modified, distributed or otherwise used in any way, except as expressly set forth in the applicable Agreement. Any use of the Assets in any other manner or for any other purpose is a violation of Disney's copyright and other proprietary rights and the Terms and Conditions of the Site. All copyrights, trademarks, service marks and trade names with respect to the Assets belong to Disney and the Disney Companies.
All access to the Site is limited to those portions of the Site made available through standard browser programs using your username and password. You shall not use any workarounds or other methods to exceed the scope and duration of access and use authorized by your username and password. You shall access only those portions of the Site and use only those portions of the Assets applicable to you as permitted by Disney.
Disclaimer and Limitation of Liability
THE ACCESS TO THE SITE AND USE OF THE ASSETS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISNEY AND THE DISNEY COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DISNEY AND THE DISNEY COMPANIES DO NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DISNEY AND THE DISNEY COMPANIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ASSETS ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT DISNEY OR THE DISNEY COMPANIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION TO ANY DAMAGES THAT MAY OCCUR AS A RESULT OF YOUR ACCESS TO THE SITE OR USE OF ANY ASSET. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DISNEY OR THE DISNEY COMPANIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED, TO ANY LOST PROFITS) THAT RESULT FROM THE ACCESS OF THE SITE OR USE OF THE ASSETS, OR THE INABILITY TO ACCESS THE SITE OR USE THE ASSETS, EVEN IF DISNEY OR ANY OF THE DISNEY COMPANIES OR ANY OF ITS OR THEIR AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You shall defend, indemnify and hold Disney and the Disney Companies and each of its and their employees, officers, directors, agents, successors and assigns harmless from and against all liabilities, claims, damages and expenses, including attorney's fees, resulting from your access to the Site and/or use of the Assets. Disney or one of the Disney Companies reserves the right to assume control of the defense of the suit or proceeding. Otherwise, you shall have the full responsibility for and control of the defense of any such suit or proceeding; provided, however, that (a) such defense shall be conducted at your sole cost and expense, (b) you shall keep Disney or the Disney Companies, whichever is applicable, informed of, and consult with Disney or the Disney Companies, whichever is applicable, in connection with, the progress of such litigation and settlement and (c) you shall not have the right to settle any such claim without the prior written approval of an officer of Disney or the Disney Companies, whichever is applicable, if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to, or admission or acknowledgment of, any wrongdoing (whether in tort or otherwise) on the part of Disney or any of the Disney Companies.
Responsibility for User Names and Passwords
You are responsible for securing and maintaining the confidentiality of your user name and password. For clarification, this means you shall not share your user name and password with anyone else including, without limitation, any other employee or contractor of your company. Furthermore, you are entirely responsible for any and all access to the Site and use of the Assets and other activities that occur under your user name. You agree to immediately notify Disney of any unauthorized use of your user name or password, or any other breach of security known to you. Notwithstanding the foregoing, you and your company are also responsible for any unauthorized access to the Site and use of the Assets by employees or contractor of your company.
No Advertising, Solicitation or Endorsement
You shall acquire no right to use, and shall not, directly or indirectly, assist any other party to use the names "Disney," "ABC," "ESPN," "Pixar," "Marvel" or "LucasFilm" (either alone or in conjunction with or as a part of any other word or name) or any fanciful characters or designs of Disney or any of the Disney Companies (a) in any advertising, publicity or promotion or other disclosure, (b) in any in-house publication, (c) to express or imply any endorsement of any product or service or (d) in any other manner or for any purpose whatsoever (whether or not similar to any of the foregoing). Additionally, you shall not be entitled to any credit or attribution, unless expressly approved in writing by Disney, which may be granted or withheld in Disney's sole discretion.
Disney shall be entitled, in its sole discretion and at any time, to terminate your access to the Site and use of the Assets. Your authorization to access the Site and use the Assets shall also terminate upon the expiration or sooner termination of the Agreement.
The Terms and Conditions are construed and enforced in accordance with, the laws of the State of California and the laws of the United States. Any dispute between you and Disney or one of the Disney Companies arising out of, or in connection with, the Terms and Conditions shall be submitted to the Superior Court in and for the County of Los Angeles, State of California (or if the Superior Court shall not have jurisdiction over the subject matter thereof, then to such other court sitting in said county and having subject matter jurisdiction) for trial and determination by the court. Said parties hereby consent to the exclusive jurisdiction of such court and to the service of process by mail outside the State of California pursuant to the requirements of such court in any matter so to be submitted to it. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING.