MPTV Terms

MPTV TERMS AND CONDITIONS FOR WEBSITE USE AND DIGITAL DELIVERY OF IMAGES

NOTICE TO USER: This is a legal agreement between you and Sid Avery and Associates Inc., a California Corporation DBA Motion Picture and Television Photo Archive, AKA MPTV, (hereafter referred to as "AGENCY","MPTV", "WE" and "OUR"). Use of MPTV's site or acceptance of digitally delivered files indicates your consent to be bound by the terms of this Agreement. If you do not wish to be bound by this agreement, do not accept the digital files and discontinue using this site immediateley.

OWNERSHIP OF THIS WEBSITE:

This website is owned and operated by Sid Avery and Associates Inc., a California Corporation DBA Motion Picture and Television Photo Archive, AKA MPTV. All content included on our site, or digitally delivered, such as photographs, illustrations, images, text, audio clips, video clips, software and general design (referred to as "content") is owned by MPTV or our content providers and is protected by copyright, trademark, trade dress and other US and international laws relating to intellectual property. For the protection of MPTV and our content providers, images may be watermarked and/or digitally watermarked.

TRADEMARK OWNERSHIP:

"MPTV" and the MPTV Logo are registered trademarks of MPTV. You may not use our trademarks without written permission.

PERMITTED USAGE:

Comp Use: MPTV grants you a personal, nontransferable, nonexclusive right to copy the low resolution images you have selected onto your computer hard drive and to use the image and any derivative works or copies (collectively, the "Image") on one computer and with one user at a time only in the United States. The Image may only be copied, modified and incorporated in materials for comprehensive layouts ("Comps"). Please note that a fee may be assessed for this use. The Images may not be used in any final materials distributed internally or to the public. You must contact MPTV to obtain permission for additional use.

Additional Use: MPTV grants you the non-exclusive right to use the Images providing full payment of MPTV’S INVOICE IS MADE WITHIN 30 DAYS. MPTV’s Invoice will set forth the details of the order and conditions of use.

Unless otherwise agreed, use of any Image is limited to one year from date of invoice.

To obtain exclusive rights you must contact an account representative at MPTV.

RESTRICTIONS AS TO USE – (The Following uses are probibited:)

Use of the Image beyond the terms of the limited license agreement without first obtaining an additional license.

The creation of any derivative use of an Image unless indicated on the invoice.

Alteration or cropping unless the change is approved by MPTV in writing.

Use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

Use of the Image in any way that violates a depicted person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark.

ARCHIVE, REPUBLISH or TRANSMIT any Images on any DATABASE without MPTV’s prior written consent.

Copy or publish any of the Images to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from MPTV.

Sublicense, re-license, rent or lease any of the Images.

Use of the Images to promote a business that sells or licenses photographic images, or otherwise competes with MPTV in any manner.

Use of software to "crawl" or search our database and/or retrieve Images or related information.

Ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

RELEASES:

No model releases or other releases exist on any Images unless the existence of such release is specified in writing by MPTV.

INDEMNITY:

You agree to indemnify and hold MPTV, and the Photographer, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the use of an Image or any breach of this agreement.

NO WARRANTY:

MPTV gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any image, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured. MPTV identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information.

MPTV only provides access to the images in it's Archive and unless otherwise specified in writing, MPTV is not the copyright or trademark owner of any images on this site or images delivered digitally. Images are provided for editorial purposes solely. User is responsible for securing any additional permissions.

In any event and under all circumstances, the limit of liability of MPTV shall be the sum paid to MPTV per the invoice for the use of the image involved.

"AS IS" DELIVERY OF DIGITAL IMAGES:

The MPTV Site and it's content are provided to you on an "as is" basis. We make no warranties of any kind, either express or implied, including but not limited to: the implied warranties of merchantability, fitness for a particular purpose, or noninfringement to the fullest extent permissible pursuant to applicable law.

Although we use our reasonable best efforts to insure the accuracy of the content on our site, we make no representations or warranties as to the accuracy, correctness or reliability of the content. Further, we make no representations or warranties that the functional aspects of our site will be uninterrupted or error-free or that our site or the server that makes it available are free of viruses or other harmful components. (Because some jurisdictions do not allow for the exclusion of implied warranties, some of these exclusions may not apply to you.) You acknowledge that your use of our site is at your own risk.

LIMITATION OF LIABILITY:

Neither MPTV nor our content providers, directors, officers, employees, partners, licensors or agents will be responsible or liable to you for any direct, incidental, consequential, indirect or punitive damages that result from your access to our use of the content on our site or from images delivered digitally.

PROTECTION OF IMAGES:

Other than the above Comp Use, Images may not be used in any way, until an invoice indicating User's right to use same is paid in full. Unless otherwise specifically stated, Images remain the property of MPTV or the particular photographers. Use is granted for the United States only, unless otherwise specified. User does not acquire any right, title or interest in or to any Image, including, without limitation, any electronic reproduction or promotional rights, and will not make, authorize or permit any use of the digital files made therefrom other than as specified herein. Full credit and copyright information must remain with file.

All rights not specifically granted herein to User are reserved for MPTV's use and disposition without any limitations whatsoever.

UNAUTHORIZED USE:

Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we will shall seek all damages and remedies available, including attorney's fees and all associated costs.

RETENTION OF DIGITAL FILES:

Digital files may be retained for sixty days or until the date indicated on the invoice. Unless this period is extended in writing, you must delete the Images from all electronic and removable media and destroy any other copy of the Images, except as licensed under this Agreement. MPTV's copyright information and Image identification number must be retained with the digital files while you retain them.

LINKS TO THIRD PARTY SITES:

Linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site or any changes or updates to such sites. We are not responsible for web casting or any other form of transmission received from any linked site. We provide the links to you only as a convenience. We do not endorse the linked sites or their use or contents.

CREDIT:

Images used editorially must always appear with a credit line and copyright notice acknowledging the photographer as the holder of copyright and MPTV as representative of copyright. In the event of omission of credit, then in addition to MPTV's other remedies, the invoiced fee shall be tripled.

DISPUTES OR CLAIMS:

Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Los Angeles, California, pursuant to the commercial arbitration rules of the American Arbitration Association.

Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the state of California. If User of this contract is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said User expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here.

Copyright claims shall be brought in the Federal Court having jurisdiction. User agrees to be subject to the jurisdiction of the Federal Court in Los Angeles County.

If MPTV is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by User.

ADDITIONAL TERMS:

You are bound by this agreement when you access our site and until you have destroyed all content that you have downloaded, copied from our site or received via digital delivery; you are, in addition, bound by this agreement whether you downloaded or copied the content under the terms of this agreement or otherwise. This agreement is governed by the laws of the state of California, USA, without giving effect to any principles of conflicts of law. Venue for any action respecting this agreement, or use of contentshall be in the state and federal courts sitting in Los Angeles County, California, and you hereby consent to the jurisdiction of such courts. We reserve the right to make changes to our siteand to this agreement at any time without notice.

MISCELLANEOUS:

This agreement is not assignable or transferable on the part of User.

This contract contains all the terms of the agreement between us (MPTV and User) concerning transmission, delivery and review of Images, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of the client's purchase order. Any subsequent invoice you may issue may contain additional terms relating to the rights granted and the type of usage allowed.

Time is of the essence in the performance by User of its obligations for payments.

All sales are final.

Payment of the invoice herein is to be net thirty (30) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to MPTV within ten (10) days after receipt of invoice. In the event that any Images are used by User in publications, User shall provide MPTV with two (2) free copies of such publication immediately upon printing.

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