This Company Internet Web Site Terms of Use Agreement (the "Agreement")
is between you and CRAVE ENTERTAINMENT, INC., with its principal
place of business at 4 San Joaquin Plaza, Suite 200, Newport Beach, California
92660 ("Crave"). Use of this company Internet Web site (the "Crave
Site(s)") signifies your agreement to the terms and conditions of
use set forth below in the Agreement:
(1) By using this Crave Site, you acknowledge that you have carefully
read these terms and conditions of use and that you accept the terms
thereof. If you do not agree to these terms and conditions of use,
you may not access or otherwise use this Crave Site.
(2) These Crave Sites are controlled and operated by Crave from
within the United States. Access from territories or countries
that may consider materials on this Crave Site illegal is prohibited.
Users who choose to access this Crave Site from those countries or
territories do so on their own initiative and at their own risk and
are solely responsible for compliance with all applicable local laws
and regulations. Crave may monitor your use of this Crave Site, and
may freely use and disclose any information and materials received
from you or collected through your use of the Crave Site for any
lawful reason or purpose. If you do not agree to the terms
and conditions herein or any changes that Crave may make to these
terms in the future, in Crave's sole and absolute discretion, your
only remedy is to discontinue your use of this Crave Site immediately.
(3) Crave reserves the right, at its sole discretion and without
notice, to change, modify, add or remove any portion of this Agreement,
in whole or in part, at any time. Any modification of this Agreement
shall be effective fifteen (15) days after posting. You should review
the terms of this Agreement frequently to ensure that you are aware
of any changes.
(4) The Crave Site is protected by copyright as a collective work
and/or compilation, pursuant to U.S. copyright laws, international
conventions, and other copyright laws. The Contents of the Crave
Site are only for your personal, non-commercial use. Content shall
include software, Downloads (defined herein below), images, graphics,
sounds and all other material that you find on any Crave Site ("Content"). All
materials contained on the Crave Site are protected by copyright,
and are owned or controlled by Crave, Crave's licensors, the party
credited as the provider of the Content, and/or their respective
owners. The Crave Site may contain proprietary logos, trademarks
or service marks and other proprietary information. All trademarks
and copyrights are the property of their respective owners. Nothing
on this Crave Site shall be construed as granting you, by implication,
estoppel, or otherwise, any license or right to use any trademark
on this Crave Site without prior written permission of the trademark
owner. You may only use the Crave Site in a noncommercial manner.
Crave is not granting you a license to use any of these logos, marks
or other proprietary information other than as may be stated herein. You
may not "frame" or "mirror" any Content from the Crave Site onto
any other web site. You will abide by any and all additional copyright
notices, information, or restrictions contained in any Content on
the Crave Site. The information and images contained in this Site
are copyrighted and may not be distributed, modified, or reproduced
in whole or in part without the prior written consent of Crave unless
otherwise specified hereunder. Crave grants our Crave Site users
a personal, non-exclusive, non-transferable, revocable in Crave's
sole discretion, and non-assignable license to use and display, for
home, noncommercial and personal use only, one copy of any software,
images, or screen shots on a single computer that Crave allows you
to download from this Crave Site ("Downloads") provided, that you
maintain all copyright, trademark and other notices contained or
associated with such Downloads. At Crave's request you agree
to immediately destroy any Downloads in your possession or control.
You acknowledge and agree that you may not sublicense, assign or
otherwise transfer this license or the Downloads and that no ownership
rights have or will pass from Crave to you. You also agree
not to alter, disassemble, decompile, reverse engineer or otherwise
modify the Downloads. Copying or storing of any Content for other
than personal, noncommercial use is expressly prohibited without
prior written permission from Crave or the copyright holder identified
in the individual Content copyright notice. You acknowledge
that there are inherent dangers in the use of materials available
for downloading and you should make sure that you completely understand
the potential risks before downloading any materials. You and
you alone are responsible for the protection and backup of equipment
and data used in connection with any Download and the entire risk
of use of any Download resides with you. As is the case with
the rest of the Crave Site, the Downloads are provided "AS IS" and
without warranties of any kind.
(5) Crave may change, suspend or discontinue any aspect of the Crave
Site at any time, including the availability of any Crave Site feature,
database, or Content. Crave may also impose limits on certain features
and services or restrict your access to parts or all of the Crave
Site without notice or liability.
(6) You represent, warrant and covenant that: (a) you shall not
upload, post or transmit to or distribute or otherwise publish through
the Crave Site any materials which (i) restrict or inhibit any other
user from using and enjoying the Crave Site, (ii) are unlawful, threatening,
abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic,
profane, sexually explicit or indecent, (iii) constitute or encourage
conduct that would constitute a criminal offense, give rise to civil
liability or otherwise violate law, (iv) violate, plagiarize or infringe
the rights of third parties including, without limitation, copyright,
trademark, patent, rights of privacy or publicity or any other proprietary
right, (v) contain a virus or other harmful component, (vi) contain
any information, software or other material of a commercial nature,
(vii) contain advertising of any kind, or (viii) constitute or contain
false or misleading indications of origin or statements of fact.
Crave reserves the right, at any time without prior notice, to discontinue
your access to this or any Crave Site for any reason in Crave's sole
discretion.
(7) You hereby agree to indemnify, defend and hold Crave, and all
its officers, directors, owners, agents, employees, information providers,
partners, affiliates, parents, licensors and licensees (collectively,
the "Indemnified Parties") harmless from and against any and all
liability and costs incurred by the Indemnified Parties in connection
with any claim arising out of any breach by you of the Agreement
or the foregoing representations, warranties and covenants, including,
without limitation, attorneys fees and costs. You shall cooperate
as fully as reasonably required in the defense of any claim. The
Indemnified Parties reserve the right but not the obligation, at
their own expense, to assume the exclusive defense and control of
any matter otherwise subject to indemnification by you and you shall
not in any event settle any matter without the written consent of
the Indemnified Parties.
(8) The Crave Site may contain links and pointers to the other related
World Wide Web Internet sites, resources, and sponsors of the Crave
Site. Links to and from Crave Site to other third party sites, maintained
by third parties, do not constitute an endorsement by Crave or any
of its subsidiaries or affiliates of any third party resources, or
their contents.
(9) If you are under the age of eighteen (18) you should ask you
parents or guardian to read this agreement and Crave's Privacy Policy
before you use this Crave Site, send any information to this Crave
Site (including but not limited to email), enter any contest on this
Crave Site, or post any information on this Crave Site.
(10) Crave does not represent or endorse the accuracy or reliability
of any advice, opinion, statement, or other information displayed
or distributed through the Crave Site. You acknowledge that any reliance
upon any such opinion, advice, statement, memorandum, or information
shall be at your sole risk. Crave reserves the right, in its sole
discretion, to correct any errors or omissions in any portion of
the Crave Site.
(11) By posting messages, uploading files, inputting data or engaging
in any other form of communication (individually or collectively "Communications")
to the Crave Site, you hereby grant to Crave a perpetual, worldwide,
irrevocable, unrestricted, non-exclusive, royalty free license to
use, copy, license, sublicense, adapt, distribute, display, publicly
perform, reproduce, transmit, modify, edit and otherwise exploit
such Communications, for any purpose whatsoever, including but not
limited to, developing, manufacturing, and marketing of products,
in all media now known or hereafter developed. You hereby waive all
rights to any claim against Crave for any alleged or actual infringements
of any proprietary rights, rights of privacy and publicity, moral
rights, and rights of attribution in connection with such Communications.
No purported reservation of rights accompanying any posting or communication
shall have any force or effect.
(12) Crave does not prescreen or approve, or later review all Communications
and materials posted to the Crave Site by users, and Crave is not
responsible for any such materials or Communications posted by users.
Crave may, but is not obligated to, review and monitor any and all
areas of the Crave Site including those where you post Communications. Crave
reserves the right to remove any Communications that are objectionable
to it in its sole discretion. Crave will have no liability related
to any Communications by you whether arising under the laws of copyright,
trademark, privacy, libel, obscenity or otherwise, including without
limitation, for failure to remove any Communications. Crave
reserves the right at all times to disclose any information as necessary
to satisfy any law, regulation or government request, or to edit,
refuse to post any information or materials, in whole or in part,
that in Crave's sole discretion are objectionable or in violation
of this Agreement.
(13) THE CRAVE SITE, INCLUDING ALL CONTENT, INFORMATION, SOFTWARE,
FUNCTIONS, DOWNLOADS, AND MATERIALS MADE AVAILABLE ON OR ACCESSED
THROUGH THE CRAVE SITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT
PERMISSIBLE BY LAW, CRAVE AND ITS PARENT, SUBSIDIARIES AND AFFILIATES
MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE
CONTENT ON THE CRAVE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS
MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE CRAVE
SITE, ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES
OR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE
INFORMATION THROUGH THE CRAVE SITE OR ANY LINKED SITE. FURTHER, CRAVE
AND ITS PARENT, SUBSIDIARIES AND AFFILIATES DISCLAIM, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING,
WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. SOME JURSDICTIONS DO NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
CRAVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CRAVE
SITE OR ANY MATERIALS CONTAINED THEREIN WILL BE UNINTERRUPTED OR
ERROR FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE CRAVE
SITE OR THE SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CRAVE AND ITS PARENT, SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE
FOR THE USE OF THE CRAVE SITE, INCLUDING, WITHOUT LIMITATION, THE
CONTENT AND ANY ERRORS CONTAINED THEREIN. TO THE FULLEST EXTENT PERMITTED
BY LAW, NEITHER CRAVE NOR ANY OF ITS DIRECTORS, EMPLOYEES, PARENTS,
SUBSIDIARIES, AFFILITATES OR OTHER REPRESENTATIVES WILL BE LIABLE
FOR ANY LOSS OR DAMAGE ARISING OUT OF THE USE OF, OR INABILITY TO
USE THE MATERIALS ON THIS CRAVE SITE. UNDER NO CIRCUMSTANCES, WHETHER
AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE) OR ANY OTHER CLAIM OR CAUSE OF ACTION, WILL
CRAVE OR ITS PARENT, SUBSIDIARIES OR AFFILIATES BE LIABLE TO ANY
USER OF THE CRAVE SITE FOR ITS LOST PROFITS, LOST SAVINGS OR OTHER
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
SUFFERED OR INCURRED AS A RESULT OF ANY USE OF THE CRAVE SITE, EVEN
IF CRAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
SOME STATES AND/OR JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES. THUS
IN SUCH STATES OR JURISDICTIONS CRAVE'S LIABILITY SHALL BE LIMITED
TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEGE THAT
CRAVE AND ITS PARENT, SUBSIDIARIES AND AFFILIATES ARE NOT LIABLE
FOR ANY ACT OR FAILURE TO ACT REGARDING ANY CONDUCT, CONTENT, OR
COMMUNICATION ON ANY CRAVE SITE. YOU ACKNOWLEDGE AND AGREE
THAT YOUR SOLE REMEDY FOR ANY DISPUTE WITH CRAVE OR ITS PARENT, SUBSIDIARIES
OR AFFILIATES IS TO STOP USING THE CRAVE SITE. IN NO EVENT SHALL
CRAVE OR ITS PARENT, SUBSIDIARIES AND AFFILIATES' TOTAL POTENTIAL
LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED
THE AMOUNT PAID BY YOU TO CRAVE, IF ANY, TO FOR ACCESS TO THIS SITE.
(14) You acknowledge that transmissions to and from this Crave Site
are not confidential and your Communications may be read or intercepted
by others. You acknowledge that by submitting Communications to Crave,
no confidential, fiduciary, contractually implied or other relationship
is created between you and Crave other than pursuant to this Agreement.
You acknowledge that personal information that you post on the bulletin
boards is not confidential and may be seen and inappropriately used
by others thus, we encourage you not to disclose personal information
about yourself in your public communications on any Crave Site.
(15) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS
OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE
AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA.
(16) This Agreement constitutes the entire agreement between Crave
and you with respect to your use of the Crave Site. All rights not
expressly granted herein are hereby expressly reserved. No waiver
of any right or obligation by Crave hereto under this Agreement shall
be effective unless in writing, specifying such waiver, executed
by Crave. The failure by Crave to enforce at any time or for
any period any one or more of the terms or conditions of this Agreement
shall not be a waiver of them or of the right at any time subsequently
to enforce all terms and conditions of this Agreement. You agree
to comply with all local laws and rules regarding online activity
and Content, including but not limited to all applicable laws regarding
the transmission of technology and data exported and or imported
to or from the United States or the country in which you reside.
(17) An action or proceeding regarding claims under this Agreement
must be commenced within one (1) year after the events giving rise
to the claim or be forever barred.
(18) If for any reason a court of competent jurisdiction finds any
provision of the Agreement, or portion thereof, to be unenforceable,
that provision shall be enforced to the maximum extent permissible
so as to effect the intent of the Agreement, and the remainder of
this Agreement shall continue in full force and effect.
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