Metro-Goldwyn-Mayer Studios Inc. (“MGM”) has joined with mediapeers GmbH, ("mediapeers") to provide this web site, www.mgmlionsden.com (the “Site”). THE SITE IS INTENDED FOR VIEWING AND ACCESS ONLY BY REGISTERED AND AUTHORIZED USERS ("Authorized Users"). This site is not for personal use or general media use, but only for legitimate requests to license an MGM owned clip, still or other material. To become an authorized user you must submit a registration request that must be approved by MGM.
1. Ownership of Materials
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Site (including past, present and future versions), including, without limitation: graphics; layout; text; product information; instructions, images; audio; videos; designs; advertising copy; logos; domain names; trade names; trademarks, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Site (collectively, the "Materials") are owned, controlled or licensed by MGM and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. You acknowledge that you do not acquire any ownership rights by using the Materials or the Site.
The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of MGM. Any unauthorized use of the Materials is prohibited.
2. Use of the Site; Usage Agreement
This Site is intended for users looking to license certain MGM clips, stills and other materials. You can use this Site to search for content, request a license for MGM content, and pay any applicable license fee. In order to access most of the content and in order request and pay for a license for MGM content, you must submit a request to become an Authorized User of the Site. MGM reserves the right to accept or reject you as an Authorized user for any reason whatsoever in its sole discretion. If MGM approves you to become an Authorized User, the Site will send you an email confirming your username and password. Please note that if you change your company affiliation, e-mail address or other contact information, MGM may require you to re-register or may terminate your status as an Authorized User of the Site.
This Site makes Materials available for viewing. In order to license any of the Materials, you must submit a licensing request to MGM. MGM reserves the right to accept or deny your licensing request for any reason in its sole discretion. If MGM determines that it is willing to license Materials to you it will provide you with a usage agreement and a fee. Note that any estimated fee provided to you is merely an estimate and is not binding in any way. You have no rights to any of the Materials unless and until MGM provides you with a written usage agreement setting forth the terms upon which MGM agrees to license the specific content to you (“Usage Agreement”), and the Usage Agreement is executed by both parties, and you pay the applicable license fee. You may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use the Materials in any way, other than as set forth in the Usage Agreement or in these Terms. The Usage Agreement controls the permissions that MGM grants with regard to any Materials. In the event of a conflict between these Terms and the Usage Agreement, the Usage Agreement will control.
3. Reservation of Rights
MGM hereby reserves all of its rights in and to the Materials. MGM has the right to use or authorize others to use the Materials in any manner it may desire at all times, anywhere in the world, and whether or not in conflict or competition with you.
4. Password and Access Rights
When you submit your information to become an Authorized User, you represent and warrant to MGM that: (a) you are using your actual identity; (b) that the information you provide to MGM is true, complete, correct, and current and that you will maintain and keep that information up to date; (c) you are of sufficient legal age (in your state/province or territory of residence) and mental capacity to enter into these Terms; and (d) you have the authority on behalf of your organization to enter into these Terms.
As an Authorized User, you understand and agree that: (a) you are responsible for maintaining the confidentiality of your password, which the Site may require you to change periodically; (b) you are fully responsible for all activities that occur under your password or user name; (c) you will not sell, transfer or assign your access rights to the Site to any third party; (d) you will immediately notify the Site of any unauthorized use of your password or e-mail address or any other breach of security; (e) you will not attempt to decompile, reverse engineer or disassemble any software contained on the Site; and (f) you will not interfere with the operation or security of the Site or network that operates the Site.
MGM reserves the right to terminate or suspend your access, or deny or refuse access to the Site to any person at any time.
5. Disclaimer or Warranties
THE SITE AND MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS, “WITH ALL FAULTS,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MGM, MEDIAPEERS, AND EACH OF THEIR PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND OTHER REPRESENTATIVES (COLLECTIVELY “SITE PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MGM DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR THAT YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
FURTHER, THE SITE PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, THE SITE PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE SITE.
6. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE SITE PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SITE (INCLUDING THE MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SITE) OR YOUR USE OF THE SITE, EVEN IF FORESEEABLE OR EVEN IF THE SITE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE SITE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
THE SITE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION AND YOU ARE SOLELY RESPONSIBLE FOR ANY REPAIR, REPLACEMENT, SERVICE OR OTHER COSTS.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE SITE PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT --INCLUDING NEGLIGENCE -- OR OTHERWISE) SHALL BE TEN U.S. DOLLARS ($10).
You agree to indemnify, defend and hold each of the Site Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (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), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (1) your use of the Site, the Materials and/or in connection with your display and use of Materials; and (2) or your violation of these Terms or any law or regulation. You will cooperate as fully required by the Site Parties in the defense of any claim. The Site Parties reserve the right 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 claim without the prior written consent of a duly authorized employee of the Site Parties.
8. Governing Law/Legal Proceedings
The substantive laws (as distinguished from the choice of law rules) of the state of California and the United States of America applicable to contracts made and performed entirely in California and where the relevant contacts are with such state shall govern: (i) the validity and interpretation of these Terms, (ii) the performance by the parties of their respective obligations hereunder, and (iii) all other causes of action (whether sounding in contract or in tort) arising out of or relating to these Terms or the termination of these Terms. These terms specifically will not be governed by the United Nations Conventions On Contracts For The International Sale Of Goods, if otherwise applicable.
The parties hereby agree to submit any disputes or controversies arising out of or relating to any of these Terms or the breach thereof to a referee mutually selected by the parties (or if they cannot agree, to a judicial referee appointed by the Presiding Judge of the Superior Court for the County of Los Angeles) and appointed and serving pursuant to California Code of Civil Procedure Section 638 or any amendment, addition or successor section thereto, which referee shall sit in Los Angeles County, California, without a jury, and shall hear, try and determine all issues in the case, whether of fact or law, and report a statement of decision thereon; provided, however, that if prior to the appointment of the referee, either party desires to obtain a preliminary injunction, temporary restraining order or similar provisional judicial order or decree, the party may seek and obtain such order or decree from any court of competent jurisdiction located in Los Angeles County, California, but the foregoing shall not limit or affect the application of this subparagraph (B) to all other matters, including any other relief sought by either party with respect to the dispute or controversy giving rise to such judicial order or decree. The parties intend this general reference agreement to be specifically enforceable. If the parties do not agree upon the fees to be paid to the selected or appointed referee, the fees shall be fixed and paid, as if the reference to such referee were involuntary, pursuant to California Code of Civil Procedure Sections 645.1 and 1023. Any retrial of any issue shall be subject to the provisions of this Paragraph in the same manner as specified hereinabove.
You agree that a breach by you of any provision of these terms would cause MGM 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 the Site Parties to equitable remedies, costs and attorneys’ fees in addition to any other rights and remedies provided for herein or by law.
Notwithstanding any other provision of these Terms, you agree that in the event of any dispute between the parties, the damages, if any, caused to you are not irreparable or sufficient to entitle you to enjoin or restrain the development, production, launch, advertising, exhibition or exploitation of the Site or any film, television program, show, web site, property, production or materials owned or controlled by MGM.
If any provision of these Terms is found to be 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. No waiver by any party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You agree that these Terms will not be construed against MGM and mediapeers by virtue of having drafted these Terms. The Site will determine your compliance with these Terms in its sole discretion and may cancel your access to the Site at any time for any reason. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect.
11. Notification of Changes
The Site may change, revise or add to this Agreement from time to time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting it on the Site so it is accessible via a link on the homepage, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site to keep up to date with the current Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.