The Dramatists Guild ‘s WebSite services on the Internet (the “WebSite”) is made available by the Dramatists Guild d/b/a the Dramatist’s Guild Institute (“Company”). By accessing services of Company on the Web Site, you (“User”) hereby agree to be bound by all of the terms and conditions contained in this Internet User Agreement (this “Agreement”). Company reserves the right at its discretion to change the terms of this Agreement. The amended Agreement will be made available on-line and is effective as soon as it is posted on Company’s Web Site. User’s continued access and use of services on the Company Web Site after the posting of any amended Agreement shall constitute User’s acceptance of, and agreement to be bound by, any such changes.
If User does not agree to the terms and conditions of this Agreement, or any amended Agreement, User may not access or use Web Site or use the Software, as that term is defined herein, via the Internet services of Company for any purpose, and User shall promptly discontinue such Internet access and use of Web Site.
I. LIMITED LICENSE
A. Copyright. Web Site contains original text, visual, and audio-visual materials (the “Materials”), the copyright for which, including a copyright in the arrangement of said materials, is owned by Company. All other information displayed, transmitted or carried in Web Site on the Company Web Site (including, but not limited to, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video clips, trademarks, service marks and the like, collectively the “Content”) are protected by copyright and other intellectual property laws. The Materials, and/or Content, and the rights thereto, are owned by Company, its affiliates or third party licensors. User agrees to abide by all copyright notices and restrictions attached to Web Site and/or any Materials, and/or Content accessed through Web Site on the Company Web Site, not to alter Web Site and/or the Materials, and/or the Content in any way, and not to alter or remove any trademark, copyright or any other notice from copies of Web Site and/or the Materials, and/or the Content.
B. Permitted Use. Subject to the terms and conditions of this Agreement, Company grants User a personal, non-transferable, limited and revocable license to use the Materials and/or Content only as permitted by this Agreement, including the right to use and make printouts of the Materials and/or the Content.
II. USE RESTRICTIONS
Except as expressly authorized pursuant to the terms of the limited license set forth in Article I of this Agreement, User may not and may not permit others to:
A. Sell, rent, lease, license, sublicense, or assign the Materials and/or the Content, or the use of the Materials and/or the Content to others;
B. Transfer the Materials and/or the Content or any copy thereof to another party, unless User receives written permission from an authorized agent of Company, and unless User transfers all media and written materials in Web Site and retains no copies of the Materials and/or, the Content (including prior versions of the Materials and/or the Content) for User’s own use;
1. Alter, modify, adapt, reconfigure, or prepare derivative works of the Materials and/or the Content;
2. Archive or retain any of the Materials and/or the Content in any form without the written permission from Company;
3. Distribute (including via e-mail or the Internet), or otherwise make available, copies of the Materials and/or the Content to others, whether or not for payment or other consideration, without the written permission from Company. Requests for permission to retain, distribute or reproduce may be submitted to Company at David H. Faux, email@example.com; or
4. Copy, extract, summarize, distribute or otherwise use the Materials and/or the Content in any manner which competes with or substitutes for Company’s distribution of the Materials and/or the Content to its customers.
C. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as THE WEB SITE IS NOT INTENDED FOR CHILDREN UNDER 13 THAT ARE UNACCOMPANIED BY HIS OR HER PARENT OR LEGAL GUARDIAN.
III. CHANGES IN THE WEB SITE
Company may modify, suspend, discontinue or restrict the use of any portion of the Company Web Site, including the availability of any Materials and/or the Content, at any time and without notice or liability.
A. GENERAL DISCLAIMER AND LIMITATION OF LIABILITY. THE COMPANY WEB SITE, INCLUDING BUT NOT LIMITED TO THE USE OF THE MATERIALS AND/OR THE CONTENT MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE COMPANY WEB SITE, INCLUDING BUT NOT LIMITED TO, THE MATERIALS AND/OR THE CONTENT. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT USER’S SOLE RISK. COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE COMPANY WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS AND/OR THE CONTENT, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE COMPANY WEB SITE. THE MATERIALS AND/OR THE CONTENT ARE LICENSED TO USER “AS-IS”, WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND BOTH COMPANY AND COMPANY, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MATERIALS, CONTENT, INFORMATION, PRODUCTS OR SERVICES WHICH ARE PART OF THE COMPANY WEB SITE; AND (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. IN NO EVENT WILL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE TO USER FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY THE COMPANY WEB SITE, THE MATERIALS, THE CONTENT, OR ANY ERRORS OR OMISSIONS IN THE MATERIALS AND/OR THE CONTENT, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF , OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS OR THE CONTENT, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO COMPANY BY OR ON BEHALF OF USER IN CONNECTION WITH THE COMPANY WEB SITE IN THE THREE (3) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. SOME STATES DO NOT ALLOW FOR SOME OT THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATETO STATE.
IV. PROFESSIONAL RESPONSIBILITY
User acknowledges that it is User’s responsibility to review the research results to determine that all information provided to User is sufficiently accurate for User’s purposes. The Materials and/or the Content are not intended to be a substitute for the exercise of User’s judgment.
V. INTERNET LICENSE EXPIRATION
User expressly acknowledges that Company and its licensors retains outright ownership of all of the Materials and/or the Content accessed by User pursuant to this Agreement. Company does not require the return of the Materials and/or the Content accessed by User pursuant to this Agreement. User will take no unauthorized action to extend User’s access to the Materials and/or the Content beyond what is authorized herein. This Agreement and all of User’s rights to the Materials and/or the Content shall cease and terminate immediately in the event of a breach by User of any of the terms and conditions of this Agreement.
It is expressly agreed between User and Company that any controversy or claim arising out of or relating to this Agreement (expressly excepting therefrom any claim by Company for payment due from User hereunder) shall be settled by binding arbitration in New York County in accordance with the substantive laws of the State of New York (excluding choice of law) and the Commercial Arbitration Rules of the American Arbitration Association. It is further expressly agreed between User and Company that judgment upon any award rendered by a single arbitrator may be entered in any court of competent jurisdiction.
VII. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. Copyright issues are an exception, ascopyrightisgovernedbythelawsoftheUnitedStates. Venue is proper in New York federal and state courts.
VIII. NO ASSIGNMENT
The licenses granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed or transferred by User without Company’s prior written consent. Any attempted assignment, sublicense or transfer shall be null and void and shall result in the immediate and automatic termination of the licenses and passwords granted under this Agreement.
If any provision to this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
X. ENTIRE AGREEMENT
Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by a corporate officer of Company.