LEGAL TERMS OF WEBSITE USE

 

 

 PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE

The Materials (as defined below) on this ImageSpan website (the "Site") are provided by ImageSpan, Inc., a California corporation (“ImageSpan”), as a service to its member customers of content production, licensing, billing, collection, and other services (“Customers”), member providers of such content production services (“Providers”) and other ImageSpan member users such as Site administrators, for use in conjunction with the ImageSpan LicenseStream, OneStream, CurbStream, and other services; CurbStream is a web-based video service for assisting Customers in procuring the services of Providers (“CurbStream”). The Materials are also provided for viewing by non-member prospective Customers and Providers for informational purposes only. All uses of the Materials or the Site are subject to the terms and conditions of this legal notice (the “Terms”).

BY VIEWING THE SITE OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO THESE TERMS AND SHOW YOUR INTENT TO ENTER INTO THIS AGREEMENT. YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT VIEW THE SITE OR DOWNLOAD ANY MATERIALS FROM THEM.

 

1. GENERAL LICENSE.  

 

If you are a non-member visitor, You may browse the Site for personal entertainment and information. If You are a registered member, You may use the Site to access the services provided by CurbStream. All registered members (“Members”) must have filled out the registration form materials provided on the Site to apply for membership, and have been subsequently expressly approved for membership by ImageSpan. If You have not successfully completed the membership registration process and been approved for membership by ImageSpan, You are not considered to be a Site Member and You may not use or have access to the CurbStream services. You may not distribute, modify, transmit or revise the contents of the Site without the written permission of ImageSpan.

 

2. PROTECTED INFORMATION  

 

The Materials at the Site are copyrighted and protected by trademark and other intellectual property laws. Any unauthorized use may violate copyright, trademark, and other laws. No title nor intellectual property rights are transferred to You or any third party through the use of or access to the Site. All rights, title, and interest in and to all aspects of the Site remain the sole property of ImageSpan or its authorized third-party suppliers and service providers. You may download one copy of the text, graphics, sounds, files, software or other information found on the Site (the "Materials") on a single computer for Your internal use only, unless specifically licensed to do otherwise by ImageSpan in writing or as allowed by any license terms that accompany or are provided with the individual Materials. Under the Terms, You are granted a limited license, not a transfer of title, and Your license is subject to the following restrictions: You may not: (a) modify the Materials, (b) use the Materials for any commercial purpose unless You are expressly permitted to do so as a Member, (c) use the Materials for any public display, performance, sale or rental; (d) decompile, reverse engineer, or disassemble software Materials except and only to the extent permitted by applicable law; (e) remove any copyright or other proprietary notices from the Materials; (f) transfer the Materials to another person.

Except as permitted in the foregoing, all reproduction, alteration, redistribution, re-publication, downloading, display, notification or transmission of any Materials on the Site is expressly forbidden in total or in part, in any format, by any means, without the express prior written permission of ImageSpan.

ImageSpan will enforce its rights to the full extent of the law against any unauthorized commercial use of any documents residing on this Site (including but not limited to text, graphics, trademarks, service marks, logos, software, files, videos, and music).

 

3. NO WARRANTY

 

THE MATERIALS AND THE SITES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

ImageSpan and its suppliers further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Materials. ImageSpan may make changes to the Materials and the Site at any time without notice. ImageSpan makes no commitment to update the Materials or the Site. Neither ImageSpan nor its third-party suppliers or service providers warrant that the Site or associated server computers are free of viruses or other harmful components. You solely (and not ImageSpan) assume the entire cost of all necessary servicing, repair, or correction to Your equipment, computers, software, or data resulting in any way from viewing or downloading the Materials or otherwise using the Site.

 

4. DISCLAIMER

 

IN NO EVENT SHALL IMAGESPAN BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF IMAGESPAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

5. MEMBERSHIP AGREEMENT

 

By filling out the membership application registration forms provided on the Site, and upon subsequent approval by ImageSpan of Your application for CurbStream membership, You agree to the specific membership terms and conditions contained in this Section 5 and its subsection as well as any other provisions in these Terms that pertain to Members.

• 5.1. Member Privileges. As a Member, You are licensed to use the Materials solely for the purposes of conducting business with ImageSpan, including business associated with the CurbStream services. You understand that under the CurbStream services, ImageSpan will offer Member Provider services to Member Customers; negotiate the specific duties to be performed by Member Providers for each Member Customer video assignment (“Assignment”); administer the process by which Member Providers accept such Assignment; and administer the performance and payment related to Assignments.


• 5.2. Provider Assignment Agreement. If You are a Member Provider, You understand that You will be required to further agree to the terms of the ImageSpan standard Assignment agreement (separate from this Agreement) for each videographic Assignment that You are assigned and that You accept in using the CurbStream or other ImageSpan services.


• 5.3. Membership Registration. As part of the process of registering to obtain an account on the Site, You will select a password and provide to ImageSpan certain information about Yourself. You agree to provide accurate, complete, and current registration information, and You agree to thereafter provide ImageSpan with notice of any material changes to Your registration information promptly after such changes occur. All use of personal, financial, or other information that You provide to ImageSpan during the registration process will be governed by the ImageSpan Privacy Policy that is posted on the Site and updated from time to time in ImageSpan’s sole discretion.


• 5.4. Security. You must observe all security features on the Site and may not disable or bypass any of its security devices. You may not use the Site to gain unauthorized access to computers or other computer networks; or for malicious or destructive purposes (such as the development or transmission or computer viruses). Your right to use the Site is personal to You and cannot be transferred to any other person. You must hold Your passwords in confidence and not permit anyone to use Your Site account other than Your directors, officers and employees, and, with our prior written authorization, Your independent contractors. You are solely responsible for all use of Your account by any person whether or not authorized by You, and for ensuring that all use of Your account complies with this Agreement. You agree to immediately notify ImageSpan of any unauthorized use of Your account, compromise of Your password or any other breach of security, and agree that You will log off from Your account at the end of each session for use of the Services. ImageSpan cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. You are responsible for all usage or activity on Your Site account, whether or not authorized by You.

 

6. CERTAIN RESERVED RIGHTS

 

ImageSpan reserves the right in its sole discretion:

• 6.1. to monitor and review all access, use of or communications with the Site, together with information relating to such communications and use, including without limitation identification of sources and recipients of information, usage frequency and content of transmissions;


• 6.2. to change, suspend or discontinue any aspect of the Site at any time, including without limitation the availability of any feature, database, or Site Materials, and to impose limits on certain features and services or restrict Your access to parts or all of the Site without notice or liability. If ImageSpan discontinues any complete feature of the Site for which You have paid a fee in advance for a specific term, then You may be entitled to alternate services or a pro rata refund for the remainder of that term;


• 6.3. to review any materials posted on the Site, to remove any such materials, and to terminate Your ability to access the Site at any time without notice. Nothing herein contained shall be construed as creating any obligation in ImageSpan to monitor or discover materials which should be removed. ImageSpan also reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ImageSpan’s sole discretion;


• 6.4. to cancel this Agreement, and terminate Your use of the Site in the event that ImageSpan reasonably believes that through Your use of the Services, You have willfully, maliciously, egregiously, or repeatedly infringed the rights of ImageSpan or any other person or entity.

 

7. MEMBER OR USER SUBMISSIONS.  

 

• 7.1. Except as otherwise expressly specified in our Privacy Statement, on our web site pages or in these Terms, any information, communications or materials that You post or transmit to the Site ("Communications") are, and will be treated as, non-confidential and non-proprietary, and shall forever be the exclusive property of ImageSpan. By transmitting or posting any Communications on the Site, You grant to ImageSpan or its designees a perpetual, royalty-free, fully paid-up world-wide license to use, distribute, sublicense, lease and market (directly or indirectly through agents and distributors), display, perform, modify and have modified, reproduce, copy and have copied, publish and prepare derivative works thereof in any form and format and in any media in existence or hereinafter developed, the Communications and any and all information contained therein. ImageSpan and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes.


• 7.2. You may not post or transmit any unlawful, threatening, libelous defamatory, obscene, pornographic, indecent or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense or violate any law or regulation.

 

8. USER REPRESENTATIONS; INDEMNIFICATION.

 

• 8.1. You represent and warrant that:
  a) the information You provide to ImageSpan on any forms on the Site is true and accurate;
  b) You will at all times comply with all applicable laws, rules, and regulations with respect to Your use of the Site;
  c) You will not use the Site in connection with making Communications or otherwise, to infringe, misappropriate or violate the rights of ImageSpan or third parties;
  d) You will only make Communications of information to which You have sufficient rights to grant the license set forth in Section 7., above;
  e) You will not knowingly include in Communications or otherwise introduce to the Site, any viruses or other items of a destructive nature; and
  f) You will comply at all times with these Terms for the Site as they may be amended from time to time by ImageSpan.
  


• 8.2. By accessing and/or using the Site under these Terms, You further agree to and authorize all ImageSpan policies under its privacy policies, as described on this site by the Privacy Statement, including but not limited to policies regarding disclosure of personally identifiable information.


• 8.3. You will indemnify and hold harmless ImageSpan against any and all judgments, settlements, penalties, costs and expenses (including attorneys' fees) paid or incurred in connection with claims due to, resulting from or arising in connection with Communications made distributed, displayed, transmitted or published by You, including but not limited to those attributable to (a) infringement, misappropriation or violation of any copyrights or other proprietary rights of any third party, and (b) errors in or omissions from such Communications.

9. USE OF MARKS 

 

ImageSpan only purports to use names, logos or marks appearing in the Site in those territories in which it or its affiliates are entitled to do so, whether by virtue of pending or registered trademarks, licenses, or otherwise. ImageSpan does not purport to use any name, logo or mark in any territory in which it is not so entitled, and will not supply or offer to supply products and/or services bearing any such name, logo or mark into any such territory. The use or misuse of these trademarks or any other Materials is strictly prohibited

 

10. TERMINATION OF THIS LICENSE

 

.ImageSpan may terminate this license at any time if You are in breach of these Terms. Upon termination, You will immediately destroy any copies of the Materials in Your possession.

 

11. U.S. GOVERNMENT RESTRICTED RIGHTS

 

The Materials are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure of the Materials by the U.S. Government and parties acting on its behalf is governed by, and subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Use of the Materials by the Government constitutes acknowledgment of ImageSpan's proprietary rights in them.

 

12. USE OF PERSONALLY IDENTIFIABLE INFORMATION.

 

All use of personally identifiable information submitted by You to ImageSpan via any forms on the Site is governed by the terms of ImageSpan's Privacy Statement.

 

13. LINKS TO / FROM OTHER SITES.

 

• 13.1 Third party sites may be linked to or from the Site. Such linked sites are not under the control of ImageSpan, and ImageSpan is not responsible for the content of any linked site or any link contained in a linked site. ImageSpan reserves the right to terminate any link or linking program at any time. ImageSpan does not endorse companies or products to which it links, unless it expressly states otherwise in writing. If You decide to access any of the third party sites linked to the Site, You do this entirely at Your own risk.


• 13.2. You may provide links to the Site from other sites provided that (a) You link only to the Site home page, (b) You do not remove or obscure, by framing or otherwise, any identifications, advertisements, copyright notice, or other notices on the Site, (c) You give ImageSpan notice of such link via e-mail or certified postal mail, and (d) You discontinue providing links to the Site if requested by ImageSpan.

 

14. GENERAL

 

• 14.1. ImageSpan maintains offices within the United States of America from which it may administer the Site. ImageSpan makes no representation that Materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. export laws and regulations. You agree that any claim relating to the Materials shall be governed by the substantive laws of the State of California, and You agree to personal jurisdiction therein, and that all disputes relating to this Agreement will be adjudicated in the Federal and State Courts located in the City and County of San Francisco, CA.


• 14.2. ImageSpan may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on You. Certain provisions of these Terms may be superseded by additional express legal notices or terms posted on particular pages of the Site. Continued use of the Site following any change constitutes acceptance of the change.


• 14.3. You may terminate Your access to the Site at any time. ImageSpan may suspend or discontinue providing the Materials to You with or without cause and without notice. ImageSpan may pursue any other remedy legally available to it if You fail to comply with any of Your obligations hereunder.


• 14.4. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically on the Site by ImageSpan. Notices shall be deemed to have been properly given: 1) on the date deposited for postal mail; 2) on the date first made available, if displayed in the Site; or 3) on the date received, if delivered in any other manner. Notices to You may be sent to any of the addresses provided by You on any form on the Site. Except as expressly directed otherwise by ImageSpan herein or elsewhere in the Site, notices to ImageSpan should be sent to: ImageSpan, Inc., 1750 Bridgeway, Sausalito, CA 94965 ATTN: General Counsel.


• 14.5. The failure of ImageSpan to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.


• 14.6. You may not assign Your rights or delegate Your duties under these Terms.


• 14.7. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.


• 14.8. The paragraph headings in this Agreement are merely for convenience and are to be given no legal effect.


• 14.9. If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that these Terms for the Site will in any event remain valid and enforceable.