THIS IS AN AGREEMENT BETWEEN YOU AND IMDB.COM (WITH ITS AFFILIATES, "IMDB" OR "WE") THAT GOVERNS YOUR USE OF THE IMDB PLUGIN SOFTWARE (TOGETHER WITH ANY UPDATES AND ENHANCEMENTS TO IT, AND ACCOMPANYING DOCUMENTATION, THE “SOFTWARE”) AND IMDB CONTENT (TOGETHER WITH ANY UPDATES AND ENHANCEMENTS TO IT, THE “CONTENT”) THAT WE MAKE AVAILABLE TO YOU THROUGH THE SOFTWARE. IF YOU INSTALL OR USE THE SOFTWARE OR CONTENT, YOU WILL BE BOUND BY THIS LICENSE AGREEMENT.
1. Use of the Software and Content. We hereby grant you a limited, nonexclusive, non-transferable, non-sublicenseable license to install and use the Software solely to display the end user interface of the Software (in object code only) and Content on your web site in the format and configuration as determined by IMDb.
2. Limitations. You may not, and you will not encourage, assist or authorize any other person to (a) sell, rent, lease, lend, loan, distribute, act as a service bureau, publicly communicate, transform, or sub-license the Software or Content, or otherwise assign any rights to the Software or Content in whole or in part; (b) modify, alter, tamper with, repair, or otherwise create derivative works of the Software or Content, or (c) reverse engineer, disassemble, or decompile the Software or Content or apply any other process or procedure to derive the source code of any software included in the Software or Content. All rights granted to you are conditioned on your continued compliance this License Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this License Agreement.
3. Reservation of Rights. You may not use the Software or Content for any illegal purpose. As between the parties, the Software and Content is the intellectual property of IMDb or its licensors. The Software and Content is protected by law, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to you in this License Agreement, all right, title and interest in the Software and Content are reserved and retained by us and our licensors. You do not acquire any intellectual property or other rights in the Software and Content as a result of using the Software or Content.
4. Updates. In order to keep the Software and Content up-to-date, we may offer automatic or manual updates at any time and without notice to you. If we elect to provide maintenance or support of any kind, we may terminate that maintenance or support at any time without notice to you.
5. Termination. You may terminate this License Agreement at any time by uninstalling or destroying all copies of the Software that are in your possession or control. Your rights under this License Agreement will automatically terminate without notice from us if you fail to comply with any of its terms. In the case of termination, you must cease all use and destroy all copies of the Software. We may modify, suspend, discontinue, or terminate your right to use part or all of the Software or Content at any time without notice to you, and in that event we may modify the Software or Content to make it inoperable. IMDb will not be liable to you should it exercise those rights. Our failure to insist upon or enforce your strict compliance with this License Agreement will not constitute a waiver of any of our rights.
6. Disclaimer of Warranties and Limitation of Liability.
a. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT INSTALLATION AND USE OF, AND ANY OTHER ACCESS TO, THE SOFTWARE AND CONTENT IS AT YOUR SOLE RISK. THE SOFTWARE AND CONTENT IS DELIVERED TO YOU “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND IMDB, ITS LICENSORS AND DISTRIBUTORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “RELEASED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RELEASED PARTY OR AN AUTHORIZED REPRESENTATIVE OF A RELEASED PARTY WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
b. TO THE EXTENT NOT PROHIBITED BY LAW, NO RELEASED PARTY WILL BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY RELATED TO THE APPLICATION, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, REVENUE, DATA, OR USE OF THE APPLICATION, EVEN IF A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ANY RELEASED PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL BE LIMITED TO $50.00. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
7. Indemnification. You are liable for and will defend, indemnify, and hold harmless the Released Parties and their officers, directors, agents, and employees, from and against any liability, loss, damage, cost, or expense (including reasonable attorneys’ fees) arising out of your use of the Software and Content, violation of the Agreement, violation of applicable law, or violation of any right of any person or entity, including without limitation intellectual property rights.
8. Export Regulations. You will comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to the Software, and not to transfer, or encourage, assist, or authorize the transfer of the Software to a prohibited country or otherwise in violation of any applicable restrictions or regulations.
9. U.S. Government End Users. The Software is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Software. If you are using the Software on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Software. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
10. Amendment. We may amend this License Agreement at our sole discretion by posting the revised terms on the IMDb website (http://www.imdb.com/licensing/plugintc/). Your continued use of the Software after any amendment's effective date evidences your agreement to be bound by it.
11. Conflicts. The terms of this License Agreement govern the Software, Content, and any updates or upgrades to the Software or Content that we may provide that replace or supplement the original Software or Content, unless the update or upgrade is accompanied by a separate license, in which case the terms of that license will govern.