Wind-up Entertainment Terms of Use for Emily Osment Website
PLEASE READ THESE TERMS OF USE CAREFULLY
The following terms of use (the "Terms of Use") govern your use of this web site (the "Site"). This Site is made available by Wind-Up Entertainment, Inc. ("Wind-Up," or "we," "us," or "our"). We may change these Terms of Use from time to time, by posting such changes on the Site, and such changes will be effective upon any further use of the Site. BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT ACCESS OR OTHERWISE USE THE SITE.
1. Proprietary Rights. As between you and Wind-Up, and except for your Submitted Materials (as defined in Section 5 below), Wind-Up owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, but not limited to, all audio, photographs, images, illustrations, graphics, logos, other visuals, video and copy), software, code, data and materials thereon (collectively, the "Site Content"), the look and feel, design and organization of the Site, and the compilation of the Site Content, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site.
2. Limited License. You may access and view the Site and the Site Content on your computer or other Internet-capable device for your personal, non-commercial use only. Any commercial use, distribution, publishing or exploitation of the Site, or any Site Content, is strictly prohibited unless you have received the express prior written permission of Wind-Up or the applicable rights holder.
3. Trademarks. The trademarks, logos, service marks and trade names that may be displayed on the Site or on Site Content are registered and unregistered Trademarks of Wind-Up and others (collectively, the "Trademarks"), and may not be used unless authorized by the applicable Trademark owner. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without Wind-Up's written permission or that of the third party rights holder.
4. User Accounts. Use of and participation in certain areas of the Site may require you to submit certain personal information. Wind-Up's information collection and use policies with respect to user information are set forth in the Site's Privacy Policy, which is incorporated herein by reference for all purposes. If you choose to provide personal information on the Site, you agree to provide only true, accurate, current and complete information. You further agree to accept all responsibility for all activities that occur under your account or password, if any, and that you will not sell, transfer or assign your account or allow others to use it. You are responsible for maintaining the confidentiality of any user name and/or password that may assigned to or selected by you so that others may not access any password-protected portions of the Site using your account and/or identity. Wind-Up reserves the right, in its sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the Site for any reason, including without limitation for extended periods of inactivity.
5. Submitted Materials. Unless specifically requested, Wind-Up does not solicit, nor does Wind-Up wish to receive, any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to Wind-Up on or through the Site (including, for example and without limitation, that which you may post or submit on or through the Site in connection with your activities on the Site, or that which you may send to Wind-Up via e-mail or via a "contact us" or similar feature) (collectively, "Submitted Materials") will be deemed not to be confidential or secret, and may be used by Wind-Up in any manner consistent with these Terms of Use and the Site's Privacy Policy.
By submitting or sending Submitted Materials to Wind-Up on or through the Site, you: (i) represent and warrant that either (A) your Submitted Materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Site for Wind-Up's and its affiliates' use in accordance with these Terms of Use, and that any "moral rights" in the Submitted Materials have been waived; and (ii) you grant to Wind-Up and its affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Site), products or services in any form, media, or technology now known or later developed. Wind-Up cannot be responsible for maintaining any Submitted Material that you provide to Wind-Up, and Wind-Up may delete or destroy any such Submitted Material at any time.
6. Rules of Conduct. While accessing or using the Site, the Site Content and the various services and features available on or through the Site, in addition to any other rules or regulations that Wind-Up may post in connection with a particular service or feature, you agree that you shall not:
- impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Site or Wind-Up;
- insert your own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services, or into any of your Submitted Materials that you may submit to the Site;
- use, redistribute, republish or exploit any part of the Site or any Site Content for any commercial or promotional purposes, or contact any other user of the Site for commercial or promotional purposes, or offer to buy or sell any product or service on or through your activities on the Site;
- obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site;
- engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;
- use the Site or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests;
- circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support any one else's attempt to do any of the foregoing) with the Site or its services or any software on the Site;
- upload, post, transmit, distribute or otherwise publish to, on or through the Site, any information or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
- violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary or legal right;
- upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind;
- use the Site or its services (or any Site Content), in whole or in part, in violation of any applicable law.
7. Right to Monitor and Editorial Control. Wind-Up reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the Site by users. Wind-Up is not responsible for any such materials. However, Wind-Up 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 or to remove any information or materials, in whole or in part, that in Wind-Up's sole discretion, are objectionable or in violation of these Terms of Use, Wind-Up's policies or applicable law. Wind-Up may also impose limits on certain features or restrict your access to part or all of the Site without notice or penalty if Wind-Up believes you are in breach of the guidelines set forth in this paragraph, these Terms of Use or applicable law, or for any other reason without notice or liability.
8. Indemnification. You agree to defend, indemnify and hold Wind-Up, its affiliates, and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from (i) your use of the Site or the Site Content, (ii) your placement, submission or transmission of any message, content, information, software or other materials on, to or through the Site (including, for example, any Submitted Material), or (iii) your breach or violation of the law or of these Terms of Use. Wind-Up reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.
9. Third Party Web Sites. You may be able to link from the Site to third party web sites and third party web sites may link to the Site ("Linked Sites"). You acknowledge and agree that Wind-Up has no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by, on or through Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by Wind-Up of such web sites or the information, content, products, services, advertising, code or other materials presented thereon. Any reliance on the contents of a Linked Site is at your own risk and you assume all responsibilities and consequences resulting therefrom.
10. Linking to the Site. You agree that if you include a link from any other web site to the Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Site. You are not permitted to link directly to any image, video or other content hosted on the Site or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another web site. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. Wind-Up reserves the right, at any time, to insist that any link to the Site be discontinued.
11. Orders for Products and Services. We may make certain products and services available for purchase or download to users of the Site. If we do, you may only order products or services if, and you hereby represent and warrant that, you are domiciled in the United States and you are 18 years old (or the age of majority in your jurisdiction) or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to Wind-Up. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products and services that you may be able to purchase or download on or through the Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.
12. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, DOWNLOADS AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WIND-UP HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WIND-UP DOES NOT WARRANT THAT THE SITE, THE SERVICES OR THE SITE CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL. WIND-UP MAKES NO WARRANTY THAT THE SITE WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WIND-UP OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WIND-UP ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WIND-UP AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS, SERVICES OR CONTENT THAT MAY BE AVAILABLE VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN ANY PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE (IF APPLICABLE) OR IN CORRESPONDENCE WITH WIND-UP OR ITS AGENTS. WIND-UP DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY SUBMITTED MATERIALS, OR ANY OPINION, RECOMMENDATION, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND WIND-UP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUBMITTED MATERIALS AND ANY OTHER CONTENT OR INFORMATION CREATED OR PROVIDED BY USERS OR OTHER THIRD PARTIES. USE OF THE SITE OR ANY PRODUCTS, SERVICES OR CONTENT MADE AVAILABLE VIA THE SITE IS NOT A GUARANTEE OF ANY PERFORMANCE OR OTHER STANDARDS WITH RESPECT TO THE SUBJECT OF SUCH PRODUCTS, SERVICES OR CONTENT.
13. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WIND-UP, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE GREATER OF: (A) THE AMOUNT(S), IF ANY, PAID BY YOU TO WIND-UP FOR YOUR USE OF THE SITE OR PURCHASE OF PRODUCTS, SERVICES OR CONTENT VIA THE SITE, OR (B) TEN U.S. DOLLARS ($10). ALL USERS OF THE SITE UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON LIABILITY.
14. Jurisdictional Issues. The Site is intended for users who are located in the United States of America. Wind-Up does not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
15. Termination. Wind-Up may terminate, change, suspend or discontinue any aspect of the Site or the Site's services at any time. Wind-Up may restrict, suspend or terminate your access to the Site, to any Site Content and/or its services if we believe you are in breach of Wind-Up's Terms of Use or applicable law, or for any other reason without notice or liability. Wind-Up maintains a policy that provides for the termination in appropriate circumstances of the Site use privileges of users who are repeat infringers of intellectual property rights.
16. Miscellaneous. The Terms of Use and the relationship between you and Wind-Up shall be governed by the laws of the United States and the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. All parties to these Terms of Use waive their respective rights to a trial by jury. Wind-Up's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
17. Notice and Procedure for Making Claim of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Wind-Up's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. ยง 512(c)(2), named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.