PLEASE READ THESE TERMS AND CONDITIONS (the "ZS LEGALESE") CAREFULLY BEFORE USING THE ZOETROPE STUDIOS SITE (THE "ZS SITE"). BY USING THE ZS SITE, YOU SIGNIFY THAT YOU AGREE WITH THE ZS LEGALESE. IF YOU DO NOT AGREE WITH ANY OF THE ZS LEGALESE, DO NOT ACCESS OR OTHERWISE USE THE ZS SITE OR ANY INFORMATION CONTAINED ON THE ZS SITE.
"You" and "Your" refer to you, the user. "We", "Us", and "Our" refer to Zoetrope Studios, LLC. "Artists" refers to members who participate in the creative departments of the ZS Site. "Producers" refers to members who use the Producers Bungalows sections of the ZS Site.
1. ACCOUNTS and FEES. User accounts ("Accounts") may be obtained and used only by Artists and Producers. Upon obtaining an Account, You shall have access to the services and the functionality that We may establish and maintain from time to time and in Our sole discretion. At this time, Offices are provided to Artists for free. Offices provide an Artist the opportunity to submit his or her creative work and have it rated, develop his or her ZS Site resume, participate in public and private discussions and chats, and create a file room. Producers may purchase Producer's Bungalow services. We may make improvements and/or changes in the products, services, prices and fees described in the ZS Site, if any, at any time without notice. If the fee structure changes, You will be given the option to continue use for the then-current fee (including tax, if any) or to terminate Your Account. You may not transfer or share your Account or password for your Account with anyone.
2. YOUR WORK AND CONTENT. Artists will be submitting their written, art & design, music & sound, production, post-production, acting and directing creations, and Producers will be submitting their projects (any and/or all of these Artist and Producer creations, a "Work") to the ZS Site. You are solely responsible for Your Work or any other information You provide, distribute, post, include, link to, or otherwise upload to the ZS Site ("Your Content"), and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your Content.
You understand that publishing your Content on the ZS Site is not a substitute for registering it with the U.S. Copyright Office and/or the Writer's Guild of America. You represent and warrant that Your Content shall: (a) be Your original work, (b) not infringe any copyright, patent, trademark, trade secret, or other proprietary right or right of publicity or privacy; (c) not violate any law or regulation; (d) not be defamatory or trade libelous; (e) not be obscene or contain child pornography; (f) not include incomplete, false or inaccurate information about Yourself or any information about any other individual; and (g) shall not contain any viruses, trojan horses, worms, time bombs, cancel-bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. We reserve the right (but not the obligation) to take any action with respect to Your Content if we believe that it may create liability for Us or may cause Us to lose the services of Our ISPs or other suppliers.
By submitting Your Content to the ZS Site (including, but not limited to creating an Account, Writer's Cottage, Actor's Dressing Room, Director's Villa or Producer's Bungalow, sending messages through the ZS Site, and posting messages to message boards, forums, and chat rooms), you are granting Us the right to and only to distribute all or part of Your Content to Artists, Producers and other Users of the ZS Site for the review of Your Content by the foregoing and Our staff, the ZS Site and/or its affiliates, and for the publicity of the ZS Site, Us and Our affiliates on a worldwide, irrevocable, royalty-free basis for the life of the copyright of the Content for display, use, modification and duplication. In the case of publicity, we are limited to reproducing no more than two hundred (200) words of Your Content unless we have received rewritten permission from you to do so. If you provide links to content hosted on servers other than Our own (such as a portfolio of prior work hosted on Your own Web site) shall not be considered "submitting" Content for purposes of the immediately foregoing license grant; provided that your Work shall always be considered submitted Content.
You acknowledge that the ZS Site and its affiliates have wide access to ideas, stories and other literary materials, and that new ideas are constantly being submitted to it or being developed by those assisting in the creation, maintenance, and publication of the ZS Site. You also acknowledge that many ideas or stories are similar and often different ideas and stories relate to one or more underlying themes. You further agree that the ZS Site and its affiliates do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of my copyright for the Content. You understand and agree that if your Work is considered for publication outside of the ZS Site by one of its affiliates, the ZS Site and/or one of its affiliates will require that You enter into a publication agreement with such entity before such entity will publish the Work.
3. USE RESTRICTIONS. All information, documents, products and services, trademarks, logos, graphics and images (the "Materials"), including the ZS Site, provided on the ZS Site are the copyrighted work of Us and Our licensors.
We grant You the limited right to display the Materials only on your personal computer, and to copy and download the Materials on the ZS Site solely for your personal use, provided that all copyright notices located on the Materials appear in the Materials so displayed, copied or downloaded. You agree not to use the Materials for any other purpose without Our prior written consent. Without limitation, You agree not to reproduce, re-distribute, sell, publish, broadcast or circulate any information contained in the Materials to anyone, including others in the same company or organization. You may not post any content from the ZS Site to news groups, mail lists or electronic bulletin boards. You acknowledge and agree that, except as set forth herein, You have no right to modify, edit, alter or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of the ZS Legalese. Upon termination of this limited license, You agree to immediately destroy any downloaded or printed Materials.
You may, however, include insubstantial portions of information about the ZS Site, Artists and Producers on an occasional and irregular basis in memoranda, reports and presentations, provided that such memoranda, reports and presentations are distributed or otherwise made available only in non-electronic form, for a noncommercial purpose, to fewer than ten individuals. You must also include a description of the information used, attributions of the original sources of the information, and the phrase "Reprinted with permission of Zoetrope Studios, LLC. Copyright 2000, Zoetrope Studios, LLC, San Francisco, California. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis, without Our advance written authorization.
Any use of an Account (a) to post false information; (b) to post information that in our sole discretion is inappropriate to our audience (including, but not limited to, (i) copyright, trade secret or trademark infringing materials; (ii) plagiarized materials, whether or not copyright protected, or (iii) obscene, libelous, slanderous, offensive, vulgar, threatening or similarly inappropriate or objectionable postings) is grounds for immediate termination of an Account. The ZS Site contains robot exclusion headers, and you agree not to use any robot, spider, automated collection mechanism, or any manual process to monitor or copy the web pages comprising the ZS Site or the content contained therein without the prior written permission of us and the Artist or Producer who created such content, if any. You may not distribute unsolicited commercial messages ("spam") through Your Account or take any other action that imposes an unreasonable or disproportionately large load on Our infrastructure. At Our option and without further notice, We may use anti-spam technologies that may terminate Your messages without delivering them or prevent messages from reaching You. We expect all of our users, Artists and Producers to conduct themselves in a courteous, professional manner at all times. Personal attacks, "flaming", interrupting the flow of chat rooms and other forms of discourteous and unprofessional online conduct are grounds for the immediate suspension or termination of an Account, in Our sole discretion.
4. CONTENT ON THE ZS SITE. You understand and agree that We have no liability related to the third-party, Artist and/or Producer content on the ZS Site, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise. We cannot, nor do We undertake any obligation to, control the content that You receive. We do not make any representation or warranty, express or implied, as to the accuracy, timeliness, or completeness of third-party, Artist or Producer content, nor do We undertake to verify, update or correct or take responsibility for such information and/or the errors, intentional or unintentional, in such information. Furthermore, if you download a file or follow a posted link to another web site, take reasonable precautions against viruses, executable files, worms, time bombs, cancelbots, or other damaging computer programming routines. We are not able to scan for viruses and will not be responsible for their transmission We recommend that You confirm all information you obtain from the ZS Site. You agree that any agreement between you and any individual or organization to you are introduced through the ZS Site shall be solely on the terms negotiated by you and the other entity and shall be done at your own risk.
6. PURCHASES. From time to time, We may offer certain goods and services for purchase by You on the ZS Site. Your purchase of any such goods or services will be governed by additional terms and conditions of purchase ("Purchase Terms"), which shall be incorporated by reference into this Agreement. In the event of a conflict or inconsistency between the terms and conditions contained in the ZS Legalese and any Purchase Terms, the Purchase Terms will govern. The applicable Purchase Terms for any purchase by You will be displayed to you or made accessible by a hyperlink, at or about the time that You agree to make such purchase.
7. THIRD PARTIES. in Your use of the ZS Site, You may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or Artists or Producers showing their good, projects and/or services on the ZS Site. Unless otherwise stated, any such correspondence, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that We have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party.
The ZS Site may also be linked to other sites on the web that are not under the control of or maintained by Us. Such links do not constitute an endorsement by Us of those sites. You acknowledge that We are providing these links to you only as a convenience, and further agree that We are not responsible for the content of such sites.
8. COMMENTS. We will treat any comments or suggestions You provide to Us as non-confidential and non-proprietary. Thus, please do not submit confidential or proprietary information to Us unless We have mutually agreed in writing otherwise, and please do not submit Your unsolicited ideas or proposals to Us in any circumstance. Our comments form (for members only).
9. OWNERSHIP. You should assume that everything hosted on the ZS Site is the valuable intellectual property of Us, Artists and Producers. All rights to Our content, software, services, and server information are reserved. All reproduction in whole or in part of the texts or illustrations on the ZS Site, by any means whatsoever and without Our prior written consent, is prohibited. Zoetrope Studios and zoetropestudios.com are trademarks or registered trademarks of Zoetrope Studios, LLC in the United States. Notwithstanding the foregoing, We grant You full permission to link to the ZS Site using a text link, but not to frame the ZS Site or use any of Our trademarks or logos without Our prior written permission. We do not pay referral fees for such links.
10. DISCLAIMER OF WARRANTY. ALL SERVICES, PRODUCTS AND INFORMATION ON THE ZS SITE ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED ACCESS TO YOUR ACCOUNT AND MAKE NO WARRANTY AS TO THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF THE ZS SITE, OR THAT THE ZS SITE OR MATERIALS OR CONTENT PROVIDED WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
11. INDEMNIFICATION. You agree to indemnify and hold Us, Our customers and business partners harmless from all damages and costs, including reasonable attorneys' fees arising out of or related to Your breach of this Agreement.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE ZS LEGALESE OR THE ZS SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE ZS LEGALESE OR THE ZS SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE HIGHER OF THE AMOUNT PAID TO US BY YOU IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
13. IMPORT. We control and operate the ZS Site from our headquarters in the United States (the U.S.) and make no representation that the Materials are appropriate or will be available for use in other locations. If you use the ZS Site from outside the U.S., you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials and the third party content. Unless otherwise explicitly stated, all marketing or promotional materials found on the ZS Site are solely directed to individuals, companies or other entities located in the U.S.
14. TERMINATION. We may terminate Your Account immediately if You breach this Agreement, if You infringe third party intellectual property rights, or if We are unable to authenticate any information You provide to us. Alternatively, We may choose to remove some or all of Your Content or make Your Content private, in which case Your Content will not be publicly displayed (although You will be able to view it). Furthermore, We may terminate Your account for any reason that We interpret to be an abuse of Your account. In no event shall any refunds be paid. Following termination of Your Account, We may remove some or all of Your content from Our servers or elect to retain it, at Our sole option. Sections 2, 3, 5, 7, 9, 10, 11, 12, 13, 14, 15, and 16 and any payment obligations incurred prior to termination of this Agreement, shall survive such termination.
15. AMENDMENT. We may amend this Agreement by posting the amended version on the ZS Site and making this Agreement available via a link from Our home page. You agree that Your continued use of the ZS Site after such amendment shall signify Your acceptance of any such amendment. Otherwise, this Agreement may not be amended except in a writing signed by both parties.
16. GENERAL. This Agreement shall be governed in all respects by the internal laws of the State of California. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California, or in a state court in San Francisco County, California, and You irrevocably submit to the jurisdiction and venue of any such court in any such action or proceeding. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between You and Us is intended or created by this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. If any provision of the ZS Legalese is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. Our failure to enforce any right or provision in the ZS Legalese shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. Except as explicitly stated otherwise, any notices shall be given by certified mail, postage prepaid and return receipt requested, to the address provided below (in Your case) or to the address You provide to Us during the registration process (in Your case), or such other address as the parties may specify. Notice shall be deemed given 3 days after the date of mailing. You may not assign this Agreement to any third party, and any purported attempt to do so shall be null and void. We may freely assign this Agreement. The ZS Legalese comprises the entire agreement between You and Us and supersedes all prior or contemporaneous negotiations, discussions or agreements, if any, between the you and us regarding the subject matter contained herein. Your use of the ZS Site, however, is subject to the additional disclaimers and caveats that may appear throughout the site.