Welcome! By using Spy Media's search engine or other Spy Media services ("Spy Media Services"), you agree to the following terms and conditions of the following Spy Media Terms of Service for Your Personal Use. Please read these terms and conditions carefully.

HEREINAFTER, THE SPY MEDIA TERMS OF SERVICE FOR PERSONAL USE AGREEMENT WILL BE REFERRED TO AS SIMPLY THE "TERMS OF SERVICE." THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "AGREEMENT") GOVERN YOUR USE OF MATERIAL AND SERVICES ACCESSED ON THE SPY MEDIA WEBSITE. BY CLICKING ON THE "Join Spy Media" BUTTON YOU ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, DO NOT PRESS THE "Join Spy Media" BUTTON.

1. Content and Requests for Removal of Links or Hosted Material. Spy Media's hosted material consists of material posted by third parties. Spy Media's indices consist of information that has been identified, indexed and compiled through an automated process with no advance review by human beings. Given the enormous volume of web site information and material added, deleted, and changed on a frequent basis, Spy Media cannot and does not prescreen material made available through its website. Even if Spy Media removes links or material from its indices and website, the links may recur and materials may reposted. As a result, the use of Spy Media Services may produce unintended search results and links to sites that some people find objectionable, inappropriate, or offensive. We cannot guarantee otherwise. However, if you do notify us of links or material that you find objectionable, we will review the matter.

2. Personal Use Only. The Spy Media Services are made available for your personal, non-commercial use only. You may not use the Spy Media Services to sell a product or service, or to increase traffic to your website for commercial reasons, such as advertising sales. You may not take the results from a Spy Media search and reformat and display them, or mirror the Spy Media home page or results pages on your Web site. You may not "meta-search" Spy Media. If you want to make public and/or commercial use of material hosted by Spy Media Services, you must license it pursuant to the Spy Media Purchase and Download Agreement. If you wish to make commercial use of the Spy Media Services in some other manner, or if you are interested in adding a Spy Media search box to your web site, please contact us.

3. The Spy Media Logo. You may not edit, modify or remove the Spy Media Logo that appears on any content.

4. No Automated Querying. You may not send automated queries of any sort to Spy Media's system without express permission in advance from Spy Media. Note that "sending automated queries" includes, among other things: (i) Using any software which sends queries to Spy Media to determine how a website or web-page "ranks" on Spy Media for various queries; (ii) "Meta-searching" the Spy Media website; or (iii) Performing "offline" searches on Spy Media. Please do not write to Spy Media to request permission to "meta-search" Spy Media for a research project, as such requests will not be granted.

5. Changes in Terms and Conditions and Spy Media Search Service. We reserve the right to modify or terminate the Spy Media Services from time to time, for any reason and without notice, without liability to you, any other user, or any third party. We also reserve the right to modify these Terms of Service at any time. Each time you logon you will be requested to accept the current Terms of Service. Please review these Terms of Service each time that you logon so that you will be aware of any changes.

6. Disclaimer of Warranties. Spy Media disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material provided by the Spy Media Services. Spy Media disclaims any responsibility for the deletion, failure to store, errors in delivery, or untimely delivery of any information or material. Spy Media disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the Spy Media Services.

THE SPY MEDIA SERVICES, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SPY MEDIA SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. SPY MEDIA AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SPY MEDIA AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SPY MEDIA SERVICES. SPY MEDIA AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SPY MEDIA SERVICES. SPY MEDIA AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SPY MEDIA SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SPY MEDIA SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SPY MEDIA SERVICES.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

7. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL SPY MEDIA OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE SPY MEDIA SERVICES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF SPY MEDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SPY MEDIA SERVICES, FROM INABILITY TO USE THE SPY MEDIA SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SPY MEDIA SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SPY MEDIA SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SPY MEDIA SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SPY MEDIA SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SPY MEDIA SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SPY MEDIA SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SPY MEDIA SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Without limiting the foregoing, under no circumstances shall Spy Media or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

8. Miscellaneous Provisions. These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Spy Media.

These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Spy Media.

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Welcome! When you use the Spy Media upload software to upload materials to the hosting Spy Media website, you agree to the terms and conditions of the following Spy Media Upload and Hosting Agreement. By accepting this Agreement, you are requesting to participate in the Hosting Service whereby Spy Media provides hosting services for content providers who seek to make their content available for licensing to third parties. Please read these terms and conditions carefully.

HEREINAFTER, THE SPY MEDIA UPLOAD PROGRAM AND HOSTING SERVICE WILL BE REFERRED TO AS SIMPLY THE "HOSTING SERVICE." "You" OR SIMPLY "you" MEANS YOU OR, IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, THEN "You' MEANS THAT EMPLOYER OR ENTITY AND AFFILIATES. THE TERMS AND CONDITIONS OF THIS UPLOAD AND HOSTING AGREEMENT (THE "AGREEMENT") GOVERN YOUR PROVISION OF CONTENT TO SPY MEDIA AND YOUR DOWNLOAD AND USE OF THE UPLOAD SOFTWARE (THE "UPLOAD"). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO PARTICIPATE IN THE HOSTING SERVICE OR TO DOWNLOAD OR TO USE THE UPLOAD. THIS AGREEMENT BETWEEN YOU (AS DEFINED BELOW) AND SPY MEDIA INC. AND ITS AFFILIATES ("SPY MEDIA") IS SUBJECT TO CHANGE BY SPY MEDIA AT ANY TIME IN ITS DISCRETION. BY CLICKING ON THE "Join Spy Media" BUTTON YOU ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, DO NOT PRESS THE "Join Spy Media" BUTTON.

1. Hosting Services Participation and the One Account Rule. Participation in the Hosting Service is subject to Spy Media's ongoing approval and your continued compliance with the terms of this Agreement. In particular, you are responsible for keeping your email address and other contact information updated. Also, you may only have one account at a time. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Spy Media. Spy Media reserves the right to refuse participation to anyone or any entity at any time in its sole discretion. In particular, Spy Media reserves the right to refuse participation to anyone or any entity that uploads material that is illegal or violates our policies or sensitivities.

2. Your Content and Additional Information. After acceptance of this Agreement, you may designate content for hosting and display to third parties by uploading such content to the Spy Media website and by providing the required additional information. Your content will not be hosted until you have provided the required additional information. All images, closed captioning, music, and additional information uploaded by you is referred to collectively as "Content." Spy Media reserves the right to modify the requirements for this additional information from time to time.

3. Use of Content by Spy Media. By accepting this Agreement and uploading your Content to Spy Media, you are directing and authorizing Spy Media to host your Content, to offer licenses to your Content to third parties, and you are granting to Spy Media a royalty-free, perpetual, non-exclusive right and license to host, cache, route, transmit, store, copy, distribute, perform, display, reformat, excerpt, analyze, and create algorithms based on the Content in order to: (i) Host the Content on Spy Media's servers; (ii) Index the Content; and (iii) Display the Content worldwide, in connection with Spy Media products and services now existing or hereafter developed, including without limitation in products developed for syndication. This license gives Spy Media the right to copy, excerpt, distribute and display your Content via both streaming and progressive downloading technologies, and to display limited excerpts of your Content. Notwithstanding the foregoing, Spy Media is not required to host, index, or display any Content uploaded, and may remove or refuse to host, index or display any Content. Spy Media is not responsible for any loss, theft or damage of any kind to the Content.

4. Payment Information. If you have designated a price for your Content, Spy Media will not display your Content until you have provided complete payment information.

5. Promotional and Adjunct License, Brand Features, Publicity. You further grant to Spy Media a non-exclusive, world-wide, royalty-free license to use your name and logo ("Brand Features"), together with your Content, in whole or in part, for advertising or promotional purposes, and for other purposes adjunct to Spy Media services, including without limitation the right to publicly display, perform, reproduce and distribute Content and Brand Features on the Internet and in presentations, publications, marketing materials, customer lists, financial reports and on the internet.

6. Upload. You may use the Upload for the sole purpose of providing your Content to Spy Media. You must immediately notify Spy Media of any known unauthorized use of the Upload. You may not use the Upload for any other reason, including but not limited to: (i) Selling or otherwise redistributing any aspect of the Upload; (ii) Modifying, adapting, translating, or reverse engineering any portion of the Upload; (iii) Attempting to break security, access, tamper with or use any unauthorized areas of the Upload; (iv) Removing any copyright, trademark or other proprietary rights notices contained in or on the Upload; (v) Attempting to collect or maintain any information about other users of the Upload or other third parties for unauthorized purposes; (vi) Transmitting any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; or (vii) Using the Upload for any unlawful, harassing, abusive, criminal or fraudulent purpose.

7. Licensing and Payment. When you designate a price and licensing terms for your Content you authorize Spy Media to fulfill those licensing conditions to any third party. In the event that Spy Media is successful in licensing your Content to a third party (hereafter "Purchaser"), you grant, as of the time that payment is received by Spy Media from the Purchaser, a license to that Purchaser. The terms of that license are those selected by you, accepted by the Purchaser, and more fully defined in the Spy Media Purchase and Download Agreement. In such event, Spy Media will retain a commission of thirty-five percent (35%) of your designated price. A Standard Rate PayPal transaction charge of thirty cents (US$0.30) plus two and nine-tenths (2.9%) of your designated price will also be deducted and the remainder will be credited to you. Once Spy Media owes you over $100, you may request payment and Spy Media will pay you in a timely manner. In the event that you request payment before you have accumulated a credit of $100 or greater, Spy Media will pay you in a timely manner, subject to an additional charge for small transactions.

8. Proprietary Rights. Nothing contained in this Agreement conveys any ownership right to Spy Media in any of the Content, or other materials provided by you. You acknowledge that as between you and Spy Media, Spy Media owns all right, title and interest in and to the Hosting Service and Upload.

9. Confidentiality. You agree not to disclose Spy Media Confidential Information without our prior written consent. "Spy Media Confidential Information" includes without limitation: (i) All Spy Media software, technology, programming, technical specifications, materials, guidelines and documentation relating to this Hosting Service; (ii) Any click-through rates, financial information (including pricing), business information, including operations, planning, marketing interests, products, and any other reporting information (including revenues, if any, paid to you by Spy Media) provided by Spy Media; and (iii) Any other information designated in writing by Spy Media as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary under the circumstances. It does not include information that has become publicly known through no breach by You or Spy Media, or information that has been: (a) Independently developed without access to Spy Media Confidential Information, as evidenced in writing; (b) Rightfully received by you from a third party without a breach of confidentiality by such third party; or (c) Required to be disclosed by law or by a governmental authority.

10. Disclaimer and Limitation of Liability.

THE HOSTING SERVICE AND THE UPLOAD ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. SPY MEDIA EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE HOSTING SERVICE AND THE UPLOAD AND THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SPY MEDIA BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY CLAIM OR LITIGATION, SPY MEDIA'S TOTAL LIABILTY SHALL BE LIMITED TO THE PAYMENT OBLIGATIONS SET FORTH ABOVE. YOU UNDERSTAND AND AGREE THAT YOU USE THE HOSTING SERVICE AND THE UPLOAD AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE HOSTING SERVICE OR THE UPLOAD.

11. You Must Have the Right to Use All of the Images, Music, Description and other Content, and You Must Have the Right to Grant the Licenses in this Agreement. By accepting this Agreement and uploading your Content, you represent and warrant to Spy Media the following: (a) You are at least 18 years of age; (b) All of the information provided by you to Spy Media to enroll and participate in the Hosting Service is correct and current; (c) The Content is not, in whole or in part, pornographic or obscene; (d) You hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in and to your Content and your Brand Features to enter into this Agreement and to grant the rights granted herein; (e) You have the legal right and authority to enter into this Agreement, to perform the acts required of you under the Agreement, and to grant the rights and licenses described in this Agreement. You further represent and warrant that the Content and the rights and licenses granted to Spy Media under this Agreement (including the public display, public performance, distribution and reproduction of your Content): (i) Do not and will not violate any applicable law, statute, ordinance or regulation; and (ii) Do not breach and will not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories.

12. Your Obligation to Indemnify. You agree to indemnify, defend and hold Spy Media and any licensee and their respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from your Content, your Brand Features, your use of the Hosting Service and the Upload, and/or your breach of any term of this Agreement. Spy Media may join in defense with counsel of its choice at its own expense.

13. Termination; Withdrawal of Content. You may terminate offers to license your Content at any time by electronically removing you Content from the Hosting Service, provided that there may be a slight delay between the time you electronically request the withdrawal and the time the Content is removed from the Hosting Service. Further, you may request that Spy Media terminate any other public display or use of your Content by providing Spy Media with a written notice of termination. Spy Media will use commercially reasonable efforts to remove your Content from public display and use within thirty (30) days from receipt of your notice of termination. Provided, however, that Spy Media's Promotional License shall survive any termination, and the Adjunct License shall survive indefinitely with regard to any materials printed within the thirty-day period. Licenses to your Content purchased through Spy Media prior to actual removal of your Content shall be unaffected and shall have full force and effect. Spy Media may at any time in its sole discretion terminate the Hosting Service, terminate this Agreement, or withdraw any Content in the Hosting Service. If for any reason, Spy Media decides to withdraw your Content or to refuse you further access to the Spy Media website, Spy Media will not provide any refund or compensation to you of any kind.

14. Privacy and Information Rights. You agree that Spy Media may use information that you provide to Spy Media when you register for the Hosting Service (including but not limited to contact and billing information) in accordance with the Spy Media Privacy Policy. In addition, you agree that Spy Media may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Hosting Service, including to third parties that reside in jurisdictions with less restrictive data laws than your own. Spy Media may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Spy Media disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party.

15. Revisions. Spy Media may revise the terms of this Agreement by providing the new terms and conditions for you to accept or reject when you next log in to the Hosting Service.

16. General.

a. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent: (a) If to you, to the electronic mail address you provide in registering for the Hosting Service; and (b) If to Spy Media to such address as provided on our web site or as otherwise provided to you. A second copy of every notice to Spy Media shall be sent to the same address, "Attn: Legal Dept." Notice shall be deemed received: (i) Upon receipt when delivered personally; (ii) Upon written verification of receipt from overnight courier; (iii) Upon verification of receipt of registered or certified mail; (iv) Upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail; or (v) On the date sent by Spy Media when sent via electronic mail. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

b. Miscellaneous. You may not resell, assign or transfer any of your rights hereunder. Any such attempt shall be null and void. The relationship between Spy Media and you is not one of a legal partnership relationship, but is one of independent contractors. The words "You" or "Your" (or "you" or "your") shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in Santa Clara County, California; the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Provisions of this Agreement that are not inconsistent with the expiration or termination of this Agreement shall survive any expiration or termination unless the Agreement expressly provides otherwise.

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Welcome! When you purchase a license to material hosted on the Spy Media website, you agree to the terms and conditions of the following Spy Media Purchase and Download Agreement. Also, when you host material on the Spy media website, the full terms of the licenses that you offer are defined in this Spy Media Purchase and Download Agreement. "You" or "you" means you or, if you are accepting on behalf of your employer or another entity, then "You" or "you" means that employer or entity and affiliates. All material packaged with your download, including but not limited to all images, closed captioning, music, and additional information is referred to collectively as "Content."

Please read these terms and conditions carefully.

HEREINAFTER, THE SPY MEDIA DOWNLOAD AND LICENSING SERVICE WILL BE REFERRED TO AS SIMPLY THE "LICENSING SERVICE." THE TERMS AND CONDITIONS OF THIS PURCHASE AND DOWNLOAD AGREEMENT (THE "AGREEMENT") GOVERN YOUR DOWNLOAD AND USE OF CONTENT DOWNLOADED FROM THE SPY MEDIA WEBSITE. THIS AGREEMENT BETWEEN YOU (AS DEFINED BELOW) AND SPY MEDIA INC. AND ITS AFFILIATES ("SPY MEDIA") IS SUBJECT TO CHANGE BY SPY MEDIA AT ANY TIME IN ITS DISCRETION. BY CLICKING ON THE "Join Spy Media" BUTTON YOU ACCEPT THIS AGREEMENT EITHER FOR YOURSELF OR ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, DO NOT PRESS THE "Join Spy Media" BUTTON. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO DOWNLOAD OR USE MATERIAL FROM THE SPY MEDIA WEBSITE.

1. Program Participation and the One Account Rule. Participation in the Licensing Service is subject to Spy Media's ongoing approval and your continued compliance with the terms of this Agreement. We reserve the right to refuse participation to any applicant or participant at any time in our sole discretion. You may only have one account at a time. Multiple accounts held by the same individual or entity is subject to immediate termination unless expressly authorized in writing by Spy Media (including by electronic mail). You are solely responsible for keeping your email address and other contact information updated.

2. Your License. After acceptance of your payment, you will be able to download the licensed Content subject to the terms and conditions of this Agreement. In particular:

2(a). If you have purchased an "Exclusive License," seller grants to you, without reservation, exclusive rights to reproduce, distribute, perform and display.

2(b). If you have purchased "30-day Exclusive Rights," seller grants to you, for a period of thirty days, exclusive rights to reproduce, distribute, perform and display, and seller grants a nonexclusive right for eleven (11) months thereafter. This license may be transferred in whole, but not in part, and no right to sublicense is granted. No transfer will be effective until Spy Media is provided with effective written notice. During the thirty (30) day period seller reserves the rights to reproduce, distribute, perform and display for the purpose of selling nonexclusive rights that will be exercisable after the expiration of the exclusive period.

2(c). If you have purchased "Non-Exclusive Rights," seller grants to you non-exclusive rights for a period of one (1) year to reproduce, distribute, perform and display. This license may not be transferred in whole or in part, and no right to sublicense is granted.

2(d). If you have purchased "Personal Use Rights," seller grants to you non-exclusive rights to reproduce but only for personal and private purposes. No rights are granted to distribute, make derivative works, perform or display the work or to otherwise make the work available or accessible to the public. This license may not be transferred in whole or in part, and no right to sublicense is granted.

2(e). Spy Media Logo, Model Releases and other License Limitations. No license permits the licensee to modify the Content or to prepare derivative works, provided that minor reformatting, resizing, and cropping is permitted. Provided, however, that you may not edit, modify or remove the Spy Media Logo that appears on any content. Your license is with the Owner of the Content. Unless otherwise stated, photographs on the Spy Media site are sold without model or property releases and are intended for non-commercial usage and usage by the news media. Other commercial uses of Content that includes identifiable persons or buildings may require the user to obtain further licenses from the owners of those rights.

3. Disclaimer and Limitation of Liability.

THE LICENSING SERVICE IS PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. SPY MEDIA EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE LICENSING SERVICE AND THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SPY MEDIA BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU UNDERSTAND AND AGREE THAT YOU USE THE LICENSING SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR CONTENT, AND FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE UPLOAD.

4. Your Obligation to Indemnify. You agree to indemnify, defend and hold Spy Media and its respective directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss and expense (including reasonable legal fees, damage awards, and settlement amounts) brought against any Indemnified Person(s) arising out of, or related to or which may arise from Content, and/or your breach of any term of this Agreement. Spy Media may join in defense with counsel of its choice at its own expense.

5. Termination. Licenses are paid for in advance and may not be terminated. No refund will be made for any license.

6. Privacy and Information Rights. You agree that Spy Media may use information that you provide when you register for the Licensing Service (including but not limited to contact and billing information) in accordance with the Spy Media Privacy Policy. In addition, you agree that Spy Media may transfer and disclose this information, including personally identifiable information, to third parties for the purpose of approving and enabling your participation in the Licensing Service, including to third parties that reside in jurisdictions with less restrictive data laws than your own. Spy Media may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Spy Media disclaims all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party.

7. General.

7(a). Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) If to you, to the electronic mail address you provide in registering for the Hosting Service and (b) If to Spy Media to such address as provided at in our Contact Us information or as otherwise provided in writing for such notice purposes. A second copy of every notice to Spy Media shall be sent to the same address, "Attn: Legal Dept." Notice shall be deemed received (i) Upon receipt when delivered personally, (ii) Upon written verification of receipt from overnight courier, (iii) Upon verification of receipt of registered or certified mail, (iv) Upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail, or (v) On the date sent by Spy Media when sent via electronic mail. Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

7(b). Miscellaneous. You may not resell, assign or transfer any of your rights hereunder. Any such attempt shall be null and void. The relationship between Spy Media and you is not one of a legal partnership relationship, but is one of independent contractors. The words "You" or "Your" (or "you" or "your") shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet or other network disturbances. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflicts of law. Any litigation hereunder shall be brought in any state or federal court of competent jurisdiction in Santa Clara County, California; the parties agree that venue shall be proper in, and consent to the personal jurisdiction of, such courts. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Provisions of this Agreement that are not inconsistent with the expiration or termination of this Agreement shall survive any expiration or termination unless the Agreement expressly provides otherwise.

Spy Media Legal Agreements v24 Oct 2005

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