Table of Contents
1. User and Registered User Eligibility
2. Termination of Your Use of the Site and/or Your Registration
4. Non-commercial Use by Users
5. Provider Proprietary Rights
6. Copyright Infringement Claims
7. User Generated Content
8. Prohibited Content and Conduct
9. Content available on the Site
11. Security of the Site
12. Purchase of Products
13. Disclaimer of Warranties
14. Limitations on Liability
16. Independent Contractor Relationship
17. Legal Jurisdiction and Other Matters
This Agreement is a legal contract. By using or registering to use the Site, you agree to be bound by it. If for any reason you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately and contact us to request termination of your account.
1. User and Registered User Eligibility.
The Site is intended solely and exclusively for residents of the United States, its territories and possessions ("U.S."). Use of and registration to the Site are void where prohibited. The Site is designed for and targeted to adults. To use and access the features and services provided by the Site you must be 18 years of age (or whatever the applicable age of majority (legal adulthood) is where you are located) or older. If you are not an adult, or if you do not reside in the U.S., please stop and discontinue your use of the Site. By using the Site, you certify that you are a resident of the U.S., that you are a legal adult, and that you meet all other eligibility and residency requirements.
2. Termination of Your Use of the Site and/or Your Registration.
a. This Agreement, as it may be modified from time to time, will remain in full force and effect while you use the Site and/or are a Registered User. You may terminate your registration at any time, for any reason, by visiting www.sho.com/contact and requesting termination. We may terminate your registration immediately at any time, for any reason. Once your registration is terminated, you will have no right to use the Site. However, this Agreement will remain in effect notwithstanding termination of your registration, especially the sections on proprietary rights, disclaimer of warranties, indemnities, and limitations of liability.
b. We may also, at our sole discretion, at any time, discontinue - temporarily or permanently - providing the Site, or any part thereof, with or without notice. You agree that any termination of access to or use of the Site under any provision of this Agreement may be effected without notice, and acknowledge and agree that we may immediately deactivate or delete your registration and all related information and files in your account and/or bar any further access to such files or to the Site. Further, you agree that we shall not be liable to you or to any third party for any termination or suspension of your access to the Site, or for any modification of the Site.
As part of the Site registration process, you may be asked to choose a username and password. You agree to maintain the confidentiality of your access credentials and not share them with any other person. You must notify us immediately if you become aware of any unauthorized use of your access credentials or any other breach of security. Even if you notify us, you are solely responsible for any and all use of your account and you will be responsible for all activities occurring under your access credentials. We may refuse to grant you a username that is used by or impersonates someone else, is in fact or may be protected by trademark or proprietary rights law, or is offensive or otherwise inappropriate, as determined in our sole discretion.
4. Non-commercial Use by Users.
a. The Site is for the personal, non-commercial, non-transferable, non-assignable and non-exclusive use of individual users only, and may not be used in connection with any commercial endeavors without express written consent from Provider. Advertising to, or solicitation of, any user by another user to buy or sell any products or services through the Site is strictly prohibited. It is also a violation of these rules for any user to use any information obtained from the Site, including information about another user, in order to contact, advertise to, solicit, or sell to any user without that user's prior explicit consent.
b. You understand, acknowledge and agree that illegal and/or unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of, or linking to, the Site, is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of our Site, including without limitation, civil, criminal, injunctive and any equitable relief.
5. Provider Proprietary Rights.
a. Rights in Content on the Site - The content of the Site, including all software, design, text, images, photographs, illustrations, audio and visual material, artwork, graphic material, special effects, sounds, databases, proprietary information and all copyrightable or other elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Provider Content"), is the property of Provider, its parent companies, subsidiaries, corporate affiliates, suppliers, operational service providers, advertisers, promotional partners, and/or sponsors, and persons who provide content to Provider under a license agreement separate and apart from this Agreement ("Provider Licensors") and is legally protected, without limitation, under U.S. Federal and State (as well as applicable foreign) laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "Site" includes Provider Content as well.
c. If any user has a complaint regarding any content on the Site that is not related to copyright infringement but is objectionable and/or violates the terms of this Agreement, the user may contact Provider by visiting www.sho.com/contact. In your complaint please provide the reason for your complaint, the location of the content on the Site, the specific type of content, and the name of the author, if available or applicable.
d. U.S. Export Controls - Software available in connection with the Site (the "Software") is further subject to U.S. export controls. No software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
6. Copyright Infringement Claims.
If you believe that the Site contains elements that infringe your copyrights in your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement as provided by the Digital Millennium Copyright Act linked here.
Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Site should be sent ONLY to our Designated Agent.
NOTE: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR NOTIFYING THE SERVICE PROVIDER REFERENCED BELOW THAT YOUR COPYRIGHT MATERIAL MAY HAVE BEEN INFRINGED.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEY'S FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
Written notification must be submitted to the following Designated Agent:
Service Provider(s): Showtime Networks Inc.
Name of Agent Designated to Receive Notification of Claimed Infringement: Sharon Whitt
Full Address of Designated Agent to Whom Notification Should be Sent: Showtime Networks Inc., 1633 Broadway, New York, NY 10019
Telephone Number of Designated Agent: 212-708-1600
Facsimile Number of Designated Agent: 212-708-1391
Email Address of Designated Agent: email@example.com
Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:
a. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
b. Identification of the copyrighted work (or works) that you claim has been infringed;
c. A description of the material that you claim is infringing;
d. A clear description of where the infringing material is located on our Site so that we can locate the material;
e. Your name, address, telephone number, and e-mail address;
f. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
g. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
7. User Generated Content.
(2) The amount of storage space on the Site per user is limited. Some content submitted by users may not be processed due to space constraints, or inbound or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of any content or any failure to store, receive or deliver such content in a timely manner or any other matter relating to content submitted by you.
(3) Provider does not claim any ownership rights in content submitted, sent, published, displayed or uploaded by users of the Site. By submitting, sending, publishing, displaying, or uploading any such content to the Site, you automatically grant, and you represent and warrant that you have the right to grant to Provider an irrevocable, perpetual, non-exclusive, non-compensable (meaning that we are not required to and will not pay you or provide any other form of compensation for any use, display or distribution of your content), worldwide license to use, copy, perform, display, and distribute such content and to prepare derivative works of, or incorporate such content into other works, and to grant and authorize sublicenses of the foregoing. As a user of the site, you hereby agree that:
(i) you are placing the content in a public area or submitting content to the Site without further control over the content or its use on the Site and you specifically authorize us to use such content, in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature;
(iii) if your content incorporates the name of a person, you specifically represent and warrant that you have obtained such person's consent to use her/his name in such content;
(iv) if your content incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to do so and to place such content in public areas and grant Provider the right to use such content as described above; and
8. Prohibited Content and Conduct.
The following content and conduct are prohibited on or through the Site. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Agreement, to terminate the registration of such violators and to report any activity or conduct to law enforcement. Without limitation, you agree not to do the following or assist others to do the following:
a. Transmit, collect, or access any telephone numbers, street addresses, last names, or email addresses of other users without the consent of those users and Provider;
b. Provide information that you know is false or misleading (including false reports to Provider customer service);
c. Engage in conduct that is abusive, threatening, obscene, defamatory, libelous, or otherwise inappropriate (including improper use of customer service or complaint buttons);
d. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating harmful code;
e. Use the Site in a manner inconsistent with any and all applicable laws and regulations; and
f. Take any other action that we, in our exclusive discretion, believe may damage or injure you, us, or any third party.
9. Content Available on the Site.
The Site does contain certain mature content that may not be appropriate for children. If the primary account holder chooses to allow any linked sub-account holder to access adult or mature content available on the Site, he acknowledges and agrees that such sub-account holder may be exposed to adult language as well as visual images and audio depicting nudity, sexual activity and violence.
Some of the content may specify a time period (e.g., six weeks) during which you will be able to view such content. During the time period you will be able to view the content at any time, but immediately following the end of such time period, you will no longer have access to view such content on the Site.
11. Security of the Site.
Violations of the Site's system or network security may result in civil or criminal liability. We will investigate possible violations of system or network security and may involve, and cooperate with a user's employer, Internet Service Provider, and/or law enforcement authorities in investigating and/or prosecuting any person who is involved in such violations. We will also terminate the account of any person that we believe, in our sole judgment, has violated our security provisions.
In addition to the prohibitions on content and conduct under Section 8 of this Agreement, users of this Site are prohibited from doing or assisting others to do the following:
a. Accessing data not intended for such user or logging onto a server or accessing an account which the user is not authorized to access;
b. Attempting to probe, scan or test the vulnerability of the system or network or to breach the security or authentication measures of the Site without proper authorization;
c. Forging any headers or otherwise manipulating Site identifiers in order to disguise the origin of transmission through the Site;
d. Covering or obscuring banner or other advertisements on your personal profile page, or any other page via HTML/CSS or any other means;
e. Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "spimming," "mailbombing," "phishing" or "crashing" the Site or the server of any user;
f. Sending unsolicited commercial email individually or in bulk (also called "Spam"), which promotes or advertises the Site, or any other activity, program, product, or service;
g. Harvesting email addresses off the Site through an automated process;
h. Any automated use of the system, such as using scripts to add friends or send comments or messages;
i. Bypassing the Site's homepage via deep-linking or any other means, or framing the Site or material on the Site without the express written permission from Provider. Users are also prohibited from hyperlinking to the Site or any webpage in an email sent for commercial purposes, without the express written permission of Provider;
j. Attempting to gain unauthorized access to the Site's features or activities, interfering with or manipulating in any manner the entry or registration process for contests, sweepstakes, surveys, opinion polls or any other interactive features and activities on the Site;
k. Falsifying identification or impersonating any person or entity, including, but not limited to, the Site, or any Provider employee or official, blog, chat room or public forum leader, host, or guide, when accessing or participating in such features and activities;
l. Setting up fake sites or other dummy sites that appear to be the Site, mirroring the Site's contents, or otherwise copying any part of the content of the Site and/or layout; and
m. Selling or otherwise transferring your Registered User profile.
12. Purchase of Products.
The Site may offer various goods and services for sale ("Products"), or direct or link to other websites that promote or sell goods and services. We do not endorse and have no responsibility or liability whatsoever for goods and services you may obtain from or through other websites or webpages, even if you were directed or linked to such a website or webpage through the Site.
You agree that your sole and exclusive remedy and our sole, exclusive and maximum liability arising from or relating in any way to any Product shall be the amount you actually paid us (or our suppliers, operational service providers, or other e-commerce partners) for it.
You are responsible for any taxes imposed on the sale or use of Products and applicable taxes will be added to the amount charged for Products purchased on the Site.
13. Disclaimer of Warranties.
WE DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVER HOSTING THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL MECHANISMS. YOUR USE OF THE SITE OR DOWNLOAD OF ANY SOFTWARE IS UNDERTAKEN SOLELY AT YOUR DISCRETION AND OWN RISK. IF YOUR USE OF THE SITE, SOFTWARE, OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING ANY EQUIPMENT OR DATA, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE ARE NOT, NOR IS ANY PROVIDER LICENSOR, RESPONSIBLE FOR THOSE COSTS.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE, PROVIDER CONTENT, OTHER SERVICES, AND ANY PRODUCTS AVAILABLE FOR SALE ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. PROVIDER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OR EXCLUSION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, OTHER SERVICES, MATERIAL, LINKS, PRODUCTS, AND DATA.
No advice or information, whether oral or written, obtained by you from us, or from or through the Site shall create any warranty not expressly stated herein.
Some jurisdictions do not allow for the exclusion of certain warranties or the limitation of liability for incidental or consequential damages, so some of the disclaimers in this Agreement may not apply to you by operation of law.
14. Limitations on Liability.
a. In no event shall Provider, its parent company(s), corporate affiliates, successors or assigns, advertisers, suppliers, Provider Licensors, or operational service providers, and their respective officers, directors, employees, representatives and agents, assume or have any responsibility or liability to you or any third party for any claims, damages or losses whatsoever including, without limitation, direct, indirect, incidental, special, compensatory, punitive, exemplary or consequential damages, or damages resulting from lost data, lost profits, lost savings, loss of good will, or your use or your inability to use the Site, or business interruption resulting from the use or inability to use this Site, or the use and/or appearance of the Provider Content on the Site, access to any hyperlink on a Provider or third-party website, unauthorized access to or tampering with your transmissions or information we collect about you, personal injury, injury to reputation or death resulting from your use of the Site, any Provider Content, or from conduct of any user, whether offline or online, or any other intangible, whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory, and whether or not the applicable person or entity is advised of the possibility of such damages.
b. You agree that any cause of action arising out of or related to the Site must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
c. We have no responsibility or liability whatsoever for Products you may obtain from or through other websites or webpages, even if you were directed or linked to such a website or webpage through the Site. Additionally, we are not responsible for assisting you in correcting any problem you may experience with Products obtained directly on the Site if you do not notify us within thirty (30) days. In the event liability is found for the purchase of any Product on the Site, you understand, acknowledge and agree that your sole and exclusive remedy and our sole, exclusive and maximum liability arising from or relating in any way to any Product shall be the amount you actually paid us (or our suppliers, operational service providers, or other e-commerce partners) for it.
d. Third Party Beneficiary Rights - No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.
You understand, acknowledge, and agree to defend, indemnify, and hold harmless Provider, its parent company(s), corporate affiliates, successors, assigns, advertisers, suppliers, Provider Licensors, and operational service providers and their respective officers, directors, shareholders, employees, representatives and agents, from and against any claims, actions, costs (including, without limitation, all reasonable legal and accounting fees), expenses, losses, liabilities, damages (including direct, indirect, incidental, special, compensatory, punitive, exemplary or consequential) or demands resulting from your violation of this Agreement, your violation of any rights of another person, or otherwise arising out of your use of the Site in any manner. The Site will attempt to provide notice to you promptly of any such claim, suit, or proceeding and will assist you, if requested and at your expense, in defending any such claim, suit or proceeding. We reserve the right to take exclusive control and defense of any such claim subject to indemnification by you, in which event you will cooperate fully with Provider in asserting any available defenses. You may not settle any claim covered by this Section or admit any liability on the part of Provider without Provider's prior written approval.
16. Independent Contractor Relationship.
Nothing herein shall create, nor shall be deemed to create, an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Provider or any Provider Licensor or any other user of the Site.
17. Legal Jurisdiction and Other Matters.
If there is any dispute between you and Provider or a Provider Licensor about or involving the Site or the Products, except for intellectual property issues (such as copyright or trademark), you understand, acknowledge and agree that the dispute will be governed by the laws of the state of New York without regard to conflict of law provisions. You further agree that intellectual property issues shall be governed by both federal law and New York state law, and that you are subject to personal jurisdiction in the state and federal courts located in New York, New York for the resolution of any dispute relating to the Site, Products, or Agreement. Notwithstanding any other provision of this Agreement, we may seek injunctive or other equitable relief from any court of competent jurisdiction.
Provider's failure to exercise or enforce any right or provision of this Agreement, or to object to your breach of the Agreement, shall not constitute a waiver of such right or provision. Even if we act in a way that you believe to be inconsistent with this Agreement, those actions will not be deemed a waiver or constructive amendment of the Agreement. If any provision of this Agreement is held invalid or unlawful, the remainder of this Agreement shall continue in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Please contact us with any questions regarding this Agreement by visiting www.sho.com/contact
Last updated on November 15, 2011 and effective immediately upon posting.