Terms and Conditions

IMPORTANT! PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING http://www.CBSSI.com/ (THE "WEB SITE"), AS IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS & CONDITIONS ("TERMS") GOVERN YOUR USE OF THE WEB SITE. You agree to these Terms by accessing this Web Site, registering for the Web Site, or by accepting or downloading any information or content from the Web Site. If you disagree with any of these Terms, or do not agree to be bound by all of these Terms, do not use the Web Site.

The Web Site is owned and operated by CBS Studios, Inc. ("Company"). The primary purpose of this Web Site is to facilitate the distribution and use of Company owned and licensed marketing and promotional materials and other similar assets. The Web Site is for use only by employees of Company or its parent, sister or related companies or subsidiaries, and Company’s authorized and approved licensees and their vendors, media outlets, potential business partners and other approved users (each individual, an "Authorized User"). The Web Site is not intended for viewing or access by anyone other than Authorized Users. You may access and use this Web Site only if you are an Authorized User.

Your use of the Web Site may also be governed by a television license or other agreement between Company or its Affiliates and you or your employer ("Agreement"). As used in these Terms, "Affiliates" mean Company’s and its parent company’s related companies, sister companies, subsidiaries, licensors, agents and assigns. In the event of a conflict between these Terms and the Agreement, the Agreement will control.

I. OWNERSHIP OF MATERIALS

This Web Site and all of the content it contains, or may in the future contain, including, without limitation, articles, other text, directories, guides, photographs, illustrations, images, video and audio clips and advertising copy, as well as the trademarks, logos, domain names, trade names, service marks, trade identities and any and all copyrightable material (including source and object code) and any other form of intellectual property (collectively, the "Material") are owned by or licensed to Company or other authorized third parties and are rights protectable as intellectual property or otherwise. Except as expressly set forth in these Terms, no rights (either by implication, estoppel or otherwise) are granted to you. You may not use the Material except as expressly set forth in these Terms. UNAUTHORIZED COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING OR DUPLICATING OF ANY OF THE MATERIAL IS PROHIBITED.

II. LICENSE

As part of the Web Site’s asset management function, Company will make available to Authorized Users certain Material for viewing, downloading and distributing in accordance with the license set forth in this Section II. As an Authorized User, Company grants you a limited, personal, non-transferable, non-assignable, non-exclusive, revocable license to access, view and download (if applicable) the Materials for the advertising and promotion of the Materials, but only in furtherance of your business relationship with Company or Company’s business. You agree that: (i) you will not sublicense, assign or otherwise transfer the license set forth in this Section II; and (ii) that you will not: (1) modify or copy the Materials or use the Materials for any commercial purpose unrelated to the marketing and promotion of Company’s content in furtherance of your business relationship with Company; (2) attempt to decompile, reverse engineer or disassemble any software contained on the Web Site or in the Materials; (3) remove any copyright, trademark or other proprietary notations from the Materials; (4) transfer or allow access to the Materials or the Web Site to a person or entity that does not need to receive the Materials to further your business relationship with Company; (5) use the Materials in connection with third party brands or third party intellectual property unless the use is pre-approved in writing by Company; or (6) "mirror" the Materials on any other server. In addition, you agree that you will be responsible and liable to Company and its Affiliates for the actions of any third party to whom you transfer or provide access to the Materials or the Web Site and that you will keep accurate records of any third party to whom you transfer or provide access to the Materials or the Web Site so that Company may enforce its rights under these Terms and otherwise. Except where prohibited by law, you agree to promptly provide those records to Company upon its request and cooperate and reasonably assist with any action taken by Company in furtherance of its rights. Your misuse of the Materials is strictly prohibited. The rights granted in these Term will automatically terminate if you violate any of these restrictions, and may be terminated by Company at any time, in its sole discretion.

III. PASSWORD AND ACCESS RIGHTS

As an Authorized User, you understand and agree that you are responsible for all activities that occur under your account, and agree that you will not sell, transfer or assign your access rights. You also understand that Company and its authorized agents will be entitled to monitor your account. You understand that you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer so that others may not access the Web Site using your user name or password in whole or in part. You will notify Company immediately if you believe your password has been compromised or security of your account is threatened in any way.

When you submit your information to become an Authorized User you represent and warrant to Company that: (a) you are using your actual identity and the information you provide to Company is true, complete, correct and current, and that you will maintain and update that information as circumstances require; (b) you have the capacity to enter into these Terms (i.e., you are of sufficient legal age and mental capacity); and (c) you are otherwise entitled to be legally bound in contract. Company reserves the right to terminate or suspend your access, or deny or refuse access to the Web Site to any person at any time. If you cease to be an Authorized User for any reason, you must destroy any Materials in your possession, whether in electronic or printed format, unless instructed otherwise by Company.

IV. RESTRICTIONS ON USE

You agree not to:

  • a. transmit or otherwise make available any content that is harmful, threatening, abusive, harassing, tortious, defamatory, disparaging (including disparaging of Company or the Affiliates), vulgar, obscene, pornographic, libelous, or invasive of another's privacy, or that promotes violence, racial hatred, terrorism or illegal acts or is otherwise objectionable;
  • b. transmit or otherwise make available any content that is unlawful or infringes, violates or misappropriates any patent, trademark, trade identity right, trade secret, publicity right, privacy right, copyright or any other intellectual property or any other rights of any third party;
  • c. impersonate any person or entity, or otherwise disguise the origin of any content transmitted through the Web Site or in connection with the Materials or Company;
  • d. transmit or otherwise make available any content that you do not have the right to transmit or otherwise make available under law, contract or fiduciary relationships;
  • e. in connection with the Web Site, Materials or Company’s business, transmit or otherwise make available any personal advertising, personal promotional materials, junk mail, spam, chain letters, pyramid schemes or offer for sale of any products or services;
  • f. violate any applicable local, state, federal or international law, rule or regulation;
  • g. harass, stalk or otherwise abuse another Authorized User;
  • h. transmit any code, file or program designed to interrupt, corrupt, destroy or limit the functionality of any computer software or hardware, telecommunications equipment or other technology used in connection with the Web Site (including, without limitation, any virus, worm, trap door, back door, Trojan horse or other technology that would allow unauthorized access to the Web Site or any Authorized User’s software, hardware, computing environment or network); or
  • i. use the Web Site or Materials for any purpose other than for Company’s legitimate business.

You understand and agree that Company may add, revise, discontinue, delete or suspend any content on the Web Site at any time, without notice and without liability.

V. DISCLAIMERS/LIMITATIONS ON LIABILITY

THIS WEB SITE AND ALL MATERIAL CONTAINED WITHIN IT ARE DISTRIBUTED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY THIRD PARTY RIGHT OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

YOU AGREE THAT Company MAKES NO WARRANTY THAT THE WEB SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR OR VIRUS FREE.

The Web Site may be temporarily unavailable due to maintenance or malfunction of computer equipment. NEITHER Company NOR THE AFFILIATES ARE RESPONSIBLE FOR ANY RESULTING DAMAGE TO ANY AUTHORIZED USER’S COMPUTER FROM ANY SECURITY BREACH, OR FROM ANY VIRUS, BUGS, TAMPERING, UNAUTHORIZED INTERVENTION, FRAUD, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

Company limits its liability in connection with your use of the Web Site as set forth below:

Except in jurisdictions in which liability for injury or death due to negligence or any other liability which cannot be excluded or limited by law (for which no limit applies): YOU AGREE THAT Company AND ITS AFFILIATES, AS APPLICABLE, ARE NOT LIABLE TO YOU FOR ANY LOSS, DAMAGES OR LOSS OF GOODWILL OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THIS WEB SITE, ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY Company OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITE, THE MATERIAL, OR ANY ERRORS OR OMISSIONS IN THE WEB SITE’S TECHNICAL OPERATION OR THE MATERIAL, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THIS WEB SITE OR ITS RELATED INFORMATION OR PROGRAMS; AND NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL Company OR THE AFFILIATES BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION RELATED TO THE WEB SITE WHATSOEVER IN AN AMOUNT GREATER THAN FIFTY DOLLARS ($50).

BY AGREEING TO THESE TERMS, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: "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."

Company is not responsible for the content or performance of any portion of the Internet including other web sites linked to from this Web Site.

VI. INDEMNIFICATION

By agreeing to these Terms, you agree to indemnify, defend and hold harmless Company and the Affiliates from and against any claims, alleged claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense, including, without limitation, reasonable attorneys’ fees, arising out of or relating to: your breach of your representations; your violation of these Terms; or a claim that is based on your use of the Web Site, your dissemination of any Materials, or any content uploaded or transmitted by you to the Web Site or Company (including, without limitation, any Information). You will cooperate as fully and as reasonably required in Company’s defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any matter without the written consent of Company. VII. INFORMATION SUBMITTED BY YOU Company does not accept unsolicited submissions for its shows, web sites or other products. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Company's or the Affiliates' staff might seem to others to be similar to their own creative ideas, suggestions or materials. Therefore, please do not make any such unsolicited submissions through the Web Site or otherwise, including, without limitation, story ideas, character ideas, plot suggestions, set or costume designs, or scripts. We will not review any such submissions, and we cannot guarantee that we will respond to your comments or messages.

You agree that any information submitted by you to the Web Site, including through any contact information listed on the Web Site, to Company or its Affiliates ("Information") will be work made for hire for Company and you hereby irrevocably assign to Company and its Affiliates all right title and interest in and to the Information, including, without limitation, all patents, trademarks, service marks, trade names, copyrights (to the extent not already a work made for hire for Company), trade secrets logos, domain names, know-how, source code and object code (if any), mask-work rights, inventions, moral rights, author’s rights, algorithms (if any), rights in packaging, goodwill and other intellectual property and proprietary rights that may subsist in Information. You agree that Company and its Affiliates will have the unfettered right to use, reuse, reproduce, modify, adapt, perform, display, publish, create derivative works, and distribute any Information or portions of any Information in any form or medium now known or later developed. You hereby waive any moral rights in and to any Information. To the extent you can not waive such moral rights, you consent to Company and its Affiliates not attributing the authorship of any Information to its author, modifying the Information at Company’s discretion, and doing any other act that may be inconsistent with any moral rights in the Information.

By submitting any Information to Company or its Affiliates you represent and warrant that Information is original with you and does not infringe, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights or rights of publicity or privacy. You agree to execute any documents and take all steps that Company determines are necessary to affect the intention of these Terms. You understand and agree that Company is not obligated to use any Information and you have no right to compel any use thereof.

VIII. LOCATION

This Web Site is operated in the United States. These Terms are specifically not governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable. These Terms will be interpreted, construed, governed and enforced solely by and in accordance with the Laws of the State of California, as it is applied to agreements entered into and to be performed entirely within California. You agree that any suit you bring regarding the Web Site or these Terms will be brought in the state or federal courts located in Los Angeles County, California, and you agree to submit to the personal jurisdiction of those courts. Any cause of action brought by you with respect to the Terms or your use of this Web Site must be filed within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause will be forever barred.

IX. COMPLIANCE WITH LAWS

You agree to comply with all rules, laws and regulations that are applicable to your use of the Web Site, including, without limitation, all applicable laws, rules and regulations governing your transmission or use of any software or data. If any provision of these Terms is unenforceable in whole or in part, the remaining Terms will not be affected.

X. VIOLATION AND ADDITIONAL POLICIES

Company will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may result in restrictions on your access to all or part of the Web Site. No waiver of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Company. Company reserves the right to modify or discontinue this Web Site or any portion thereof without notice to you or any third party. Upon termination of your registration or access to the Web Site, or upon demand by Company, you must destroy all materials obtained from this Web Site and all related documentation and all copies and installations thereof. You are advised that Company will aggressively enforce its rights to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution or injunctive relief against you. No waiver by Company of any breach of any term or provision of these Terms will be construed as a waiver of any preceding or succeeding breach of the same or of any other term or provision.

XI. CONTACT US

If you have any questions, comments or concerns about our Web Site or these Terms of Use, you may contact us at policy@cbssi.com.

XII. CHANGES

Company reserves the right in its sole discretion to modify, alter or otherwise revise these Terms, and you agree to be bound by such modifications, alterations or revisions. Your continued use of the Web Site after the posting of any revision to these Terms will constitute your acceptance to be bound by any such revisions.

The Effective Date of these Terms of Use is May 12, 2009.