Rightscenter.com Terms Of Use Agreement

WELCOME TO RIGHTSCENTER.COM. THE TERMS AND CONDITIONS SET FORTH BELOW (THE "AGREEMENT") GOVERN USE BY YOUR COMPANY ("THE COMPANY") OF THE RIGHTSCENTER.COM SERVICE AS DEFINED IN SECTION 4 BELOW, AND ARE LEGALLY BINDING ON THE COMPANY. IF THE COMPANY DOES NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, THE COMPANY WILL HAVE NO RIGHT TO ACCESS OR OTHERWISE USE THE SERVICE OR RIGHTSCENTER.COM. BY CLICKING "I ACCEPT", THE COMPANY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Introduction to rightscenter.com

   Rightscenter.com is a service allowing businesses and certain individuals who register with rightscenter.com ("Registered Users") to acess information for the purpose of buying, selling or licensing rights to intellectual properties ("Works"). Registered Users can represent their individual interests, or can act on behalf of other third parties they have authority to represent ("Clients").

2. Rightscenter.com's Role

   Rightscenter.com acts as the venue for sellers or licensors to list Works and for buyers or licensees to access this information about Works. Rightscenter.com simply provides the information for Registered Users, and does not modify or control the information or Works posted to rightscenter.com, except in the limited circumstances provided below. Rightscenter.com is not involved in the actual transaction between parties. As a result, rightscenter.com has no control over the quality, the truth or accuracy of the listings, the ability of Registered Users to buy or sell items or the ability of buyers to buy items. We cannot ensure that a Registered User will actually complete a transaction.

3. Rules of Use
   1. Eligibility to Participate. The Service is available only to Registered Users who are interested in buying, selling, or licensing a Work. If the Company does not qualify, the Company will not be entitled to access or use the Service. After the Company has submitted its registration information, rightscenter.com will evaluate the Company's information to determine whether the Company is eligible to participate on rightscenter.com or use the Service. Rightscenter.com reserves the right to deny access to rightscenter.com and the Service to anyone.
   2. Rules of Use. Once accepted by Rightscenter.com, as set forth in Section 3(a), rightscenter.com grants to the Company the non-exclusive, non-transferable limited license to access, view, and utilize the Service. The Company agrees not to "frame" or "mirror" any materials contained on the Service on any other server without the prior written authorization of rightscenter.com. Any other use of the Service is prohibited except as may be mutually agreed in writing between rightscenter.com and the Company.
4. Service Provided By rightscenter.com
   1. Basic Service. By registering with rightscenter.com and agreeing to the terms of this Agreement, the Company is entitled to use the following services from rightscenter.com for a mutually agreed upon service fee (collectively referred to as the "Service"):
      1. Access to the Film Rights Directory
      2. Use of Rightscenter’s Rights Checks service
   2. Company and other Registered User's Information.
      1. The Company's right to use the Service is specific to the Company, and the Company agrees not to resell or make any commercial use of the Service except as provided in this Agreement. The Company agrees to provide complete and accurate information when requested, and to update such information as necessary to ensure that the contact information for the Company is always accurate. The Company agrees not to send transmissions which attempt to hide or misrepresent the Company identity. The Company agrees not to interfere with any person’s use and enjoyment of the Service. The Company acknowledges that the Company is responsible for the information that the Company submits to rightscenter.com, and that rightscenter.com shall have the right to terminate the Company's account and password, including without limitation the right to access the Service, in the event that the Company provides any false or misleading information during the registration process.
      2. Certain areas of the Service are password restricted. The Company agrees that the Company is entirely responsible for maintaining the confidentiality of the Company's password and account information, and the Company agrees to notify rightscenter.com if the Company's password is lost, stolen, disclosed to an unauthorized third party, or is otherwise compromised. The Company agrees that the Company is entirely responsible for any and all activities which occur under the Company's account. The Company agrees to immediately notify rightscenter.com of any unauthorized use of the Company's account or any other breach of security known to the Company.
      3. Rightscenter.com may store the information provided by the Company and the Company's Clients during the Service registration process and the information provided by the Company during use of the Service, including information regarding the Company’s Clients (collectively, "Client Profile"). The Company expressly, without reservation, grants rightscenter.com the right to disclose the Company’s name and related information as a Registered User of rightscenter.com to potential and current Registered Users, and to other potential or current sponsors or customers of rightscenter.com.
      4. The Service may contain links to certain third parties' websites that are not related to the Service, or that are not under rightscenter.com’s control, and rightscenter.com does not assume any responsibility or liability for any communications or materials available at such linked websites. Rightscenter.com does not intend links on the websites to be referrals or endorsements of the linked entities; they are provided for convenience only.
      5. The information presented to rightscenter.com and used in the Service (i) has been entered by third-party Companies or (ii) has been obtained or derived from sources believed to be accurate, but rightscenter.com does not guarantee the accuracy of any information provided in the Service, and it may possibly be incomplete, inaccurately entered or untrue. Neither rightscenter.com nor any of its data or content providers shall be liable for any errors or delays in the content or for any actions taken in reliance thereon by the Company or any Client. Reliance upon any information contained in the Service is undertaken at the Company’s sole risk, and the Company agrees that it assumes total responsibility and risk for its use of the Service and all information provided therein, the internet and the private network hosting the Service (the "Network"). Rightscenter.com does not guarantee that the Service, Internet or Network will be uninterrupted or error free.
5. Intellectual Property Rights
   1. General Intellectual Property Rights. The Service is a valuable trade secret of rightscenter.com and/or its licensors. Except for the licenses expressly granted herein, all right, title and interest in the Service, in all languages, formats and media throughout the world, including all intellectual property rights therein, are owned by and retained by rightscenter.com and/or its licensors. The Company acknowledges that no title to the intellectual property in the Service or the contents thereof is transferred to the Company, except for the Company's account information, Works, and other such information provided by the Company or licensed to the Company by another Registered User. The Service contains or may contain information, text, photographs, designs, graphics, images, sound and video recordings, animation and other materials and effects (including logos) that are protected by copyrights, trademarks, service marks, trade dress or other intellectual or proprietary rights of other third parties. The Company acknowledges and agrees that these rights belong to their respective owners and are protected in all forms, media and technologies existing now or hereinafter developed. The Company acknowledges that the Company's unauthorized use of any materials contained on this Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and certain communications statutes and regulations, and agrees that the Company’s use of the Service and its contents will comply with all applicable laws.
6. Rightscenter.com Procedures for Prohibited Acts
   1. Prohibited Acts. The Service may be accessed and used only for lawful purposes. The Company agrees not to transmit, distribute, or store any information, data or other material in violation of any applicable law, regulation, ordinance or other rule imposed by any governmental authority. The Company represents and warrants that any materials that the Company uploads to rightscenter.com (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for rightscenter.com, and shall not link directly or indirectly to or include any information or Works that are prohibited under this Agreement (collectively referred to as "Prohibited Act(s)"). If the Company engages in any Prohibited Act, the Company agrees to indemnify rightscenter.com as set forth in Section 10.
   2. Notice of Prohibited Activities. Rightscenter.com is concerned about the copyright infringement, improper linking, and other Prohibited Acts that could take place on rightscenter.com. If the Company suspects any Prohibited Acts taking place on rightscenter.com, the Company may submit a notification ("Notice"), including a detailed list of the material in question, to rightscenter.com at support@rightscenter.com.
   3. Suspected Prohibited Activities. If rightscenter.com has reason to believe the Company is involved in Prohibited Acts regardless of whether rightscenter.com has received Notice, rightscenter.com reserves the right to take appropriate action, including without limitation immediately suspending or terminating the Company’s access to the rightscenter.com and the Service.
   4. Monitoring of Transmissions. The Company acknowledges and agrees that certain technical processing of email messages and their content may be required to: (1) send and receive messages; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of rightscenter.com; or (4) conform to other similar requirements. The Company agrees that rightscenter.com has no obligations to monitor or regulate the transmissions sent by the Company. Rightscenter.com will endeavor to keep the Company's email private, viewable only by the Company and the person(s) to whom the Company addresses it. However, rightscenter.com may need to look at the Company's emails if rightscenter.com believes it is necessary to protect rightscenter.com or others from injury or damage.
7. Company's Representation of Clients

   The Company will, and will ensure that its Clients:

   1. comply with this Agreement and the Privacy Policy set forth at https://www.rightscenter.com/privacy, which is hereby incorporated by reference into this Agreement.
   2. obtain prior written (i) authorization for the Company to display, distribute, and otherwise make use of the Client's Work on the Service, and (ii) acknowledgment that other Registered Users will have access to truthful and complete information; and
   3. provide to the Company accurate and complete updates of any changes in the Client's legal name, current address, telephone number and/or facsimile number.
8. Disclaimer of Warranty

   RIGHTSCENTER.COM IS PROVIDING THE SERVICE AND ITS CONTENTS ON AN "AS IS" BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE SERVICE, ITS CONTENTS OR THE SERVICE.

   THE COMPANY ASSUMES ALL RISKS ASSOCIATED WITH PARTICIPATING IN THE SERVICE, INCLUDING, BUT NOT LIMITED TO THE RISK THAT THE COMPANY'S DATA WILL BE LOST, DESTROYED, DELETED, NOT FORWARDED OR NOT RETRIEVED, OR THAT USE OF THE SERVICE WILL EXPOSE THE COMPANY TO DAMAGE TO FILES, HARDWARE OR SOFTWARE, CAUSED BY ANY THIRD PARTY SOFTWARE OR A COMPUTER VIRUS, WORM, TROJAN HORSE, OR OTHER OUTSIDE INTERFERENCE WITH FILES OR EQUIPMENT. IF IN THE COMPANY'S JURISDICTION DISCLAIMERS OF WARRANTIES ARE NOT ALLOWED, THEN THIS EXCLUSION SHALL APPLY TO THE FULL EXTENT OF THE LAW AS SO ALLOWED.

9. Limitation of Liability

   RIGHTSCENTER.COM SHALL NOT BE LIABLE TO THE COMPANY OR ANY PARTY CLAIMING THROUGH THE COMPANY FOR ANY DAMAGES SUFFERED AS A RESULT OF ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICE OR ITS CONTENTS. IN NO EVENT SHALL RIGHTSCENTER.COM BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING, WHETHER FOR BREACH OR IN TORT OR OTHERWISE, EVEN IF RIGHTSCENTER.COM HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

   BECAUSE RIGHTSCENTER.COM IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN PARTIES, IN THE EVENT THAT THE COMPANY HAS A DISPUTE WITH ONE OR MORE REGISTERED USERS, THE COMPANY RELEASES RIGHTSCENTER.COM (AND ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

   RIGHTSCENTER.COM'S LIABILITY TO THE COMPANY OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES THE COMPANY PAID TO RIGHTSCENTER.COM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO THE COMPANY.

10. Indemnification

    Because the Company is responsible for the Company's transmissions and the Company's other actions via the Service and their consequences, the Company agrees to indemnify and hold rightscenter.com, its parents, subsidiaries, affiliates, officers and employees, harmless from and against any claim or demand, including reasonable attorneys' fees, made by any third party resulting from or arising out of the Company’s posting and transmission on the Service (including any Works), the Company’s use of rightscenter.com (or the rightscenter.com service by persons using the Company’s password), the Company's violation of this Agreement, or the infringement by the Company, or other users of the Company's password, of any intellectual property or other right of any person or entity.

11. Local Laws

    Rightscenter.com controls and operates the Service from its headquarters in the United States of America. If the Company uses this Service from outside the United States of America, the Company is responsible for compliance with applicable local laws, including but not limited to the export, import and tax regulations and privacy laws of other countries, in relation to the Company's use of the Service and rightscenter.com.

12. Term and Termination
    1. Term This Agreement will be effective as of the date that the Company completes the registration process and agrees to the terms of this Agreement ("Effective Date") and shall continue for one (1) year, and shall automatically renew for additional one (1) year periods until termination under Section 12(b).
    2. Termination Either party may terminate this Agreement upon thirty (30) days written notice with or without cause. Rightscenter.com may terminate this Agreement immediately and revoke Registered User’s access to the Service for the Company's breach of this Agreement.
    3. Surviving Terms The following provisions shall survive termination of this Agreement: Sections 4(b) ("Company Information"), 8 ("Disclaimer of Warranty"), 9 ("Limitation of Liability"), 10 ("Indemnification"), and 13 ("General").
13. General
    1. Rightscenter.com reserves the right to modify the Service or this Agreement with or without notice to the Company. Rightscenter.com shall not be liable to the Company or any third party should rightscenter.com exercise its right to modify or discontinue the Service.
    2. This Agreement is the entire agreement between the parties, and, except as set forth in Section 13(a), cannot be amended except in writing or as otherwise provided herein.
    3. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties shall at all times be that of independent contractors. Neither party shall have authority to contract for or bind the other in any manner whatsoever. This Agreement confers no rights upon either party except those expressly granted herein.
    4. This Agreement is not assignable by the Company without the prior written consent of rightscenter.com. Rightscenter.com may freely assign this Agreement.
    5. The official language of this Agreement is English. The Company acknowledges that the Company understands English and has reviewed and understood this Agreement in English without the need for a translation. All correspondence between the Company and rightscenter.com shall be in English.
    6. Company agrees that this Agreement and any dispute relating to it or the Service will be governed by and construed in accordance with the laws of the United States and the State of California, without regard to conflicts of laws principles. The Company hereby submits to the exclusive jurisdiction of the federal and state courts of the State of California and agrees not to contest venue of such courts.
    7. If a government agency, arbitrator or court of competent jurisdiction shall hold any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions of such agreement shall remain in full force and effect.
    8. The use of headings in this Agreement is merely to facilitate the organization of the document and shall not affect the meaning or interpretation of the provisions.
    9. This Agreement embodies the entire agreement between the parties and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written.