Universal Terms

1. DESCRIPTIONS AND SCOPE:

Splash News and Picture Agency, LLC provides certain services for third parties, one of which may be you. Such services could include, without limitation, the serving up of websites (such as the SplashNews.com website), blogs or other materials viewable with an Internet browser; the supplying of images, sound, video and other information (collectively, "Works") to you in a syndicated format pursuant to a subscription or licensing agreement; or the syndication of photographs, video and other content that you submit to Splash News and Picture Agency, LLC (collectively, "Media") under a media distribution arrangement. The terms and conditions of the various services provided (each a "Service") will be articulated in separate agreements specific to each Service (e.g. "Website Terms", "Licensing Terms", "Media Distribution Terms", etc...) with each being referred to as "Service-Specific Terms". However, certain terms will apply to every Service, and these Universal Terms are intended to detail those shared terms and conditions. Therefore, unless otherwise specified in writing, Your relationship with Splash News and Picture Agency, LLC and its affiliates, directors, officers, employees, shareholders, partners and agents (collectively referred to as "Splash") will always include, at a minimum, these Universal Terms. Where an item is explicitly dealt with in a Service-Specific Term, to the extent it is inconsistent with any aspect of these Universal Terms, the Service-Specific Term shall be deemed to control. Please note that the use of the capitalized words "Term" or "Terms" alone refers to all Terms generally, whether included in these Universal Terms or a set of Service-Specific Terms.

2. MODIFICATIONS TO TERMS:

Splash reserves the right, in its discretion, to update, revise, supplement, and otherwise modify any Term at any time and without notice, as well as to impose new or additional rules, policies or conditions on an as-needed basis. Such updates, revisions, supplements, modifications, and additional rules, policies and conditions will be effective immediately and are hereby incorporated by reference. Splash encourages You to regularly check for updates to these and any other applicable Terms, as they may involve important changes affecting your legal rights.

3. ACCEPTANCE OF TERMS:

These Terms are effective upon posting. By using any Splash services covered by these Terms, you thereby agreeing to these Terms, you agree that this version of these Terms applies to any activities you conduct now or have conducted with Splash in the past, whether pursuant to previous versions of any Terms or any other agreements between you and Splash. In addition, conducting any such activities after one or more additional Terms have been adopted constitutes your binding and unconditional acceptance of those additional Terms.

4. CAPACITY:

Notwithstanding the above, you may not accept any Terms if: (a) you are not of legal age to form a binding contract with Splash; or (b) you are barred from doing so under the laws of the country, state or territory in which you reside.

5. YOUR OBLIGATIONS:

You agree as follows:

6. REPRESENTATIONS AND WARRANTIES:

You represent and warrant that:

7. THIRD-PARTY MATERIALS AND WEBSITES:

Certain Services and Works may include materials or information created by or obtained via third parties, or links to other websites that have such items. You understand and agree that, due to the unique nature of digital content and the Internet generally, Splash does not and cannot review or control the accuracy or appropriateness of such materials or information. You further agree that these items may have factual inaccuracies, or may be considered offensive, indecent, objectionable or inappropriate, and that Splash shall in no way be responsible for such exposure.

8. Privacy:

The Privacy Policy available at http://www.splashnews.com/privacy.html applies to use of the SplashNews.com website (this “Site”), and its terms and conditions are made part of this Agreement by reference. Please consult this Privacy Policy for specific information on our policies for use of your personal information. You understand that any message or information sent to the Site may be viewed or intercepted by third parties, even if there is a special notice that the information (e.g., financial information) is encrypted.

Please note that if you use chat rooms, discussion forums, bulletin boards, review services or other forums in which you or third parties may post content, messages, materials or other items on the Site ("Community Pages"), you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these pages. You may, at any time, request access to, correct and delete personal information about you stored by Splash with respect to these Community Pages by contacting us directly.

Children

Minors and children (persons under the age of 18) are not eligible to use this Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using this Site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

9. INTELLECTUAL PROPERTY:

All designs, text elements, layouts, graphics, user interfaces, photographs, videos, logo designs, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained on the Splashnews.com website and any related website is owned, controlled or licensed by or to Splash, and is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

Notification of Copyright Infringement

Splash may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, send Splash's copyright agent a notice containing: (i) a physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) information sufficient to permit Splash to contact you, such as your physical address, phone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Splash's copyright agent for notice of claims of copyright infringement can be reached as follows:

Splash Copyright Agent
15250 Ventura Blvd, Suite 300
Sherman Oaks, CA 91403
By phone: 310.342.1500

10. INDEMINFICATION:

You agree to indemnify, defend and hold harmless Splash, along with any respective directors, officers, employees, parents, subsidiaries, affiliates, stockholders, agents and contractors, from any claim or demand (including reasonable attorneys' fees and costs of suit) made by any third party due to or arising out of a violation of the legal rights of another resulting from your use of the Site. The indemnified party shall provide prompt written notice to the other party of any such claim or demand. Once notice is given, the indemnifying party shall have the right to, in its sole discretion, assume the exclusive defense and control of the matter or determine whether (and how) to resolve it amicably. The indemnified party shall cooperate with the indemnifying party's reasonable efforts.

11. TERMINATION:

Subject to any additional Service-Specific Terms, if you fail (or Splash reasonably suspects that you have failed) to comply with any Term; have become insolvent, declared bankruptcy or participated in an assignment for the benefit of creditors; or if Splash is otherwise required to do so by law or any unanticipated technical or security issues, Splash may at its sole discretion and without notice terminate, suspend or restrict said Term. You will still remain liable for any monies due to Splash up to and including the time of such termination, suspension or restriction.

12. DISCLAIMER OF WARRANTIES:

THE SERVICES, ALONG WITH ANY WORKS OR MATERIALS OBTAINED FROM SPLASH, ARE TO BE CONSIDERED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION OR PROMISE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPLASH MAKES NO REPRESENTATION, WARRANTY, CONDITION OR PROMISE THAT ANY SERVICES, WORKS OR MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT ANY USE BY YOU OR ANYONE ELSE WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, WHILE SPLASH MAKES EVERY EFFORT TO ENSURE THE ACCURACY AND RELIABILITY OF ITS CONTENT, IT BEARS NO RESPONSIBILTY FOR ANY LOSS, COST OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY INACCURACIES, ERRORS OR OMISSIONS OR OBJECTIONABLE CONTENT CONTAINED THEREIN. SPLASH ALSO DOES NOT AND CANNOT GUARANTEE THAT ANY MATERIALS PROVIDED WILL BE FREE OF VIRUSES, SPYWARE, MALWARE OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

13. LIMITATION OF LIABILITY:

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND ANY WORKS OR MATERIALS WHICH MAY OBTAINED FROM SPLASH. IN NO EVENT WILL SPLASH BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR IN CONNECTION WITH A DISPUTE REGARDING ANY TERMS, EVEN IF SPLASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, INTERFERENCE, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND/OR INVASION OF PRIVACY), STRICT LIABILITY OR OTHERWISE. SPLASH'S LIABILITY TO YOU SHALL NEVER EXCEED THE TOTAL AMOUNT OF REVENUE RECEIVED BY SPLASH (IF ANY) IN CONNECTION WITH ITS COMMERCIAL RELANTIONSHIP WITH YOU. NOTWITHSTANDING THE ABOVE, SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES, SO THE FOREGOING MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, SPLASH'S LIABILITY SHALL NONETHELESS BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. GENERAL:

You further acknowledge and agree that:

Choice of Law / Jurisdiction / Attorneys’ Fees: Any dispute regarding this Agreement shall be governed by the laws of the State of New York and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between Splash and you, Splash shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

Headings: Any headings and subheadings are inserted for convenience only, and shall have no effect on or over the meaning or construction of any Term.

No Implied Waivers or Amendments: A waiver must be expressly stated in writing to have any effect. Further, no Term may be amended or altered unless in writing.

Entire Agreement: These Universal Terms, along with any applicable Service-Specific Terms, collectively represent the entire agreement and understanding between you and Splash and supersedes any other agreement or understanding (written, oral or implied) that you and Splash may have had. Any statement, inducement, promise, covenant or condition not expressly found either in these Universal Terms or in one or more Service-Specific Terms shall be deemed as void.

Force Majeure: Neither you nor Splash will be deemed to have any liability whatsoever to the other or to any third party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party.

Severability: Each Term shall be deemed to be severable. If any Term or portion thereof is found to be invalid or unenforceable, such invalidity or unenforceability shall in no way effect the validity or enforceability of any other Term.

Notices: Both you and Splash may give notice to one another as follows:

Unless otherwise specified, if such notice is sent to Splash it should be directed to:

SPLASH NEWS AND PICTURE AGENCY
15250 Ventura Blvd, Suite 300
Sherman Oaks, CA 91403
Telephone: 310-342-1500

Assignment/Sublicensing: Splash may, at its option and without prior notice, freely assign these Universal Terms or any Service-Specific Term, as well as any rights or obligations obtained or incurred thereunder, to:

Survival: Sections 2, 3, 5, 6, 8, 10, 11, 12, 13, and 14 of these Universal Terms (as well as any Service-Specific Term so designated) shall survive and continue with full force and effect, notwithstanding whether or not any other Terms have been terminated or have expired, or your commercial relationship with Splash has otherwise ended.

Third-Party Beneficiaries: No Term is meant or intended to benefit any third party.

Electronic Signatures: THE TERMS ARE TRANSACTIONS AFFECTING INTERSTATE COMMERCE SUBJECT TO THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT OF 2000 ("eSIGN"), AND YOU INTEND THAT THIS LAW APPLY TO THE FULLEST EXTENT POSSIBLE. SPLASH RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO TERMINATE OR CHANGE THE BASIS UPON WHICH IT PROVIDES ELECTRONIC COMMUNICATIONS TO YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT AN ELECTRONIC SIGNATURE WILL BE THE PREDOMINANT MEANS BY WHICH YOU EXPRESS YOUR ASSENT IN INTERACTING WITH SPLASH. THERE IS NO SPECIFIC FORMAT FOR THIS ELECTRONIC SIGNATURE, SO LONG AS SPLASH CAN BE REASONABLY CERTAIN THAT THE SIGNATURE IS ATTRIBUTABLE TO YOU AND ADEQUATELY EXPRESSES YOUR ASSET TO BE LEGALLY BOUND BY CONTRACT. FOR PURPOSES OF CLARITY, THESE ELECTRONIC COMMUNICATIONS WOULD INCLUDE, WITHOUT LIMITATION:

ALL ELECTRONIC COMMUNICATIONS PROVIDED TO YOU WILL BE PROVIDED EITHER: (1) VIA E-MAIL; (2) BY ACCESS TO AN INTERNET WEB SITE THAT SPLASH WILL DESIGNATE AT THE TIME THE INFORMATION IS MADE AVAILABLE; (3) OR BY REQUESTING YOU DOWNLOAD AN ELECTRONIC DATA FILE CONTAINING THE COMMUNICATION. REGARDLESS OF THE MEANS USED, YOU AGREE THAT SUCH COMMUNICATION WILL BE DEEMED TO BE "IN WRITING". IN ORDER TO ACCESS AND VIEW THE COMMUNICATIONS YOU WILL TYPICALLY NEED, AT MINIMUM:

PLEASE BE ADVISED THAT PAPER COPIES MAY NOT BE AVAILABLE FOR THE MAJORITY OF COMMUNICATIONS BETWEEN YOU AND SPLASH.

Unsolicited Idea Submission Policy: Unless expressly requested, Splash does not accept or consider unsolicited ideas or confidential or proprietary information, including ideas for new advertising campaigns, marketing strategies, new or improved products, services, processes, methods, demos, materials, technologies, or brand names. This is done in order to avoid misunderstandings in the unlikely event that Splash's business activities have some coincidental similarities with an unsolicited idea that was communicated to Splash. However, if in spite of our request you still choose to do so, then you agree that: (1) your entire submission will automatically become the property of Splash, and you will not receive any compensation for it; (2) Splash will have no obligation to return your submission or respond to you in any way; (3) Splash will have no obligation to keep your idea confidential or secret; and (4) Splash has a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, or display your unsolicited submission for any purpose whatsoever.

Last Revision Date: December 13, 2016