These Terms of Service (the “Terms”) govern your use of the mediaservices.com Web site (the “Site”) and any other applications, interactive features, widgets and resources offered by Media Services (“we”, or “us”) through Internet websites, mobile devices or other platforms (collectively with the Site, the “Service”). Please read these Terms carefully. By using the Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the Service.
The Service provides for production payroll, residuals, production accounting, health benefits and incentive services. These Terms apply to users of our services as well as visitors to the Site who may not be using our services. If you are a production company or producer (a “Producer”), your use of the Service will also be governed by the applicable terms of your services agreement (your “Master Agreement”) and in the event of any conflict between these Terms and your Master Agreement, the Master Agreement will control.
Your use of certain portions of the Service may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service. By using that portion of the Service, you agree to the Additional Terms.
1. Your Responsibilities.
As part of creating an electronic profile, you may be asked to select a username and password. Media Services may refuse to grant you a username or revoke your username for any reason in its sole discretion, including if we determine that such username impersonates someone else, is illegal, vulgar or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. MEDIA SERVICES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.
To protect you, other users of the Service, and Media Services and maintain the integrity of the Service, you agree not to use the Service to:
(a) violate any local, state, national or international law or regulation;
(b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
(c) stalk, harass, bully, or harm another individual;
(d) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
(e) knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(f) defeat or interfere with any security feature of the Service, or attempt to do so;
(g) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(h) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
(i) alter or modify any content or component of the Service.
You further agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers” or the like, that access the Service . Notwithstanding the foregoing, Media Services may allow operators of public search engines to use spiders to index materials from the Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Media Services reserves the right to revoke these exceptions either generally or in specific cases.
2. Ownership of Media Services’ Content; Restrictions on Use.
The content on the Service, including, without limitation, photos, text, software, scripts, graphics, videos, sounds, music, interactive features and the like (collectively, the “Content”) and the “Media Services” word marks and design marks, as well as certain other of the names, logos and materials displayed on or through the Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by Media Services or its licensors and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws.
Except as authorized by these Terms or as otherwise intended or authorized by Media Services through the Service, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Service or any portion of the Service, including, without limitation, the Content and the Marks.
You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
You agree that Media Services and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the Site or the Service including Feedback that you send to Media Services or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Media Services has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
Media Services reserves the right, in its sole discretion, to terminate your access to all or part of the Service, for any reason, with or without notice. FURTHER, YOU AGREE THAT MEDIA SERVICES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE SERVICE (OR ANY PORTION THEREOF).
5. Modifications to Service.
Media Services reserves the right to modify or discontinue the Service with or without notice to you. Media Services shall not be liable to you or any third party should Media Services exercise its right to modify or discontinue the Service.
The Service may contain links to third party websites and other Internet resources that are not owned or controlled by Media Services (“Third-Party Materials”). Media Services’ provision of a link to any Third-Party Materials is for your convenience only and does not signify Media Services’ endorsement of such other website or resource or its contents. MEDIA SERVICES SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS INCLUDING ANY PRODUCT OR SERVICE LINKED TO OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE.
7. Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MEDIA SERVICES AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
Media Services and its affiliates make no warranties or representations that the Service will meet your requirements or that the results that may be obtained from use of the Service will be accurate or reliable. Further, Media Services and its affiliates make no warranties or representations about the accuracy or completeness of Content available on or through the Service or the content of any websites linked to the Service and assume no liability or responsibility for any: (a) errors, mistakes or inaccuracies; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (d) any interruption or cessation of transmission to or from the Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the Service.
8. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MEDIA SERVICES OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SERVICE.
9. Exclusions and Limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Media Services may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Media Services’ liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless Media Services, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your Feedback or any other content) you submit, post or transmit on or through the Service or otherwise provide to us or that is submitted, posted, transmitted, or otherwise provided via your account; (b) any use of the Service through your account; (c) the violation of these Terms or any Additional Terms by anyone using your account; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts). Media Services reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Media Services in asserting any available defenses.
11. Minors; Ability to Accept Terms of Service.
The Service is not intended for children under 13 years of age. If you are under 13 years of age, please do not use the Service.
You affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Service or that you are an emancipated minor. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Service.
12. Choice of Law; Arbitration.
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Service, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
13. International Use.
We do not represent or warrant that the Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of the Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
These Terms and any Additional Terms, and if applicable, your Master Agreement, constitute the entire and exclusive and final statement of the agreement between you and Media Services with respect to the subject matter hereof, and govern your use of the Service, superseding any prior agreements or negotiations between you and Media Services with respect to the subject matter hereof. The failure of Media Services to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.
15. Modifications to Terms.
EFFECTIVE DATE: May 1, 2018