NewsDesk Terms and Conditions
Last Updated: March 21, 2008The term "Site," as used herein, refers to the respective web sites presently owned, operated and/or provided by IMDb.com, Inc. ("IMDb") (including, without limitation, those certain web sites located at www.imdb.com and www.imdbpro.com) and any and all web sites subsequently to be owned, operated and/or provided by IMDb (including, without limitation, any successor web sites to www.imdb.com or www.imdbpro.com). The Site contains information about entertainment and the entertainment industry, as compiled by IMDb from various third party sources, which information may be of interest to entertainment industry professionals and the general public. Your supplying of information to, and use of, the Site are governed by this NewsDesk Terms and Conditions document (the "Agreement"). As used in this Agreement, "IMDb," "we," "us" or "our" refers to IMDb, and "you" or "your" refers to you, the supplier of information to, and user of, the Site.
Your Ability to Enter into This Agreement; Your Responsibility for Your Actions:
You hereby represent, warrant and agree that you have the full and unencumbered legal right and ability to enter into this Agreement and to perform/fulfill each of your required services and other obligations hereunder. You hereby further agree that all actions taken by you in supplying information for posting/publication on the Site will be attributed to you and will be legally binding upon you, even if the action was taken by an individual who purports to represents you but who actually was not authorized by you to take such actions. You assume all resulting liability from any and all such actions taken by individuals purporting to represent you.
Termination of Business Relationship Between You and Us; Suspension or Termination of Our Operation of the Site:
You hereby acknowledge, agree and understand that either IMDb or you may elect, upon written notice to the other party at any time, to terminate our business relationship, for any reason whatsoever or for no reason at all. In the event of such termination, IMDb will continue to retain the right to post and publish on the Site, in perpetuity, all or any portion(s) of the "News Feed Content" (as defined below) that you have provided to IMDb up through the date of such termination. You hereby further acknowledge, agree and understand that IMDb may elect, with or without notice at any time, to modify, suspend and/or terminate its operation of the Site, for any reason whatsoever or for no reason at all.
Privacy:
Our Privacy Notice is a part of this Agreement, and all of the provisions of our Privacy Notice are incorporated herein by this reference.
Your Obligations and Our Rights Concerning News Feed Contents:
A. The Site consists in part of various news items, as gathered by us and as supplied by you and by other third parties. In this regard, you hereby agree on a periodic basis to supply to us, for posting and publication on any and all pages of the Site (as determined by us in the exercise of our sole discretion), an electronic news feed, which may be in the form of RSS 2.0, Atom, or another then-current industry-accepted syndication protocol, and which shall consist of article excerpts that optimally are a minimum of one hundred fifty (150) words in length (excluding headlines). IMDb recommends that such article excerpts contain standard RSS formatting and tagging and be accompanied by the following elements: (1) a headline or title, (2) a publication date, (3) your organization's name and logo, (4) images, (5) RSS syntax tagging of
B. You hereby specifically acknowledge, agree and understand that IMDb expressly reserves the rights, exercisable in its sole discretion at any time and for any reason(s) whatsoever (or for no reason at all): (1) to reject and refuse to post/publish all or any portion(s) of any News Feed Content; (2) to remove or delete any News Feed Content from the Site after such News Feed Content already has been posted/published on the Site for any period of time; and (3) to edit any and all News Feed Content in any manner that IMDb may elect, provided that IMDb does not: (a) materially alter the substance of the story or information embodied in such News Feed Content, or (b) remove the referral link that you have included therein (unless such link itself is in breach of, or is inconsistent with, any of your representations or warranties or the other provisions set forth in the immediately preceding Section A).
Availability and Accuracy of Third Party Content on Site The Site contains a database of movie information and other content regarding entertainment and the entertainment industry that IMDb compiles from various third party sources ("Third-Party Content"). While IMDb uses commercially reasonable efforts to provide accurate information, neither IMDb nor any of its affiliates provide any representation or warranty as to, or assume any responsibility or liability with respect to, the accuracy, completeness or reliability of any such Third Party Content. Any opinions, advice, statements, services or offers expressed or otherwise made available in such Third-Party Content are those of their respective third-party authors or distributors and not of IMDb (and not of any officer, director, employee, agent or affiliate of IMDb). In this regard, you hereby acknowledge and understand as follows: (1) IMDb does not pre-screen all of the Third-Party Content, and (2) IMDb (and/or its agents and designees) possesses and reserves the right (but not the obligation), exercisable in its sole discretion at any time, to reject, refuse, remove or delete any Third-Party Content that IMDb finds to be (1) violative of (a) any agreement or (b) any applicable law or regulation or (2) otherwise objectionable or inappropriate for any reason (as determined by IMDb in the exercise of its sole discretion).
Copyright; Limitations on Use: Please read IMDb's "Copyright and License" information (as found at http://www.imdb.com/help/show_article?conditions), which governs the material on the Site (including materials posted by subscribers) and prohibits the republishing, filtering, altering, framing or linking of any portion(s) of this Site or of any content appearing on the Site (including any and all graphics available on the Site) without seeking and obtaining the express prior written permission of IMDb in each instance (which consent may be withheld for any reason whatsoever or for no reason at all). If you believe that any of the News Feed Content that you have supplied to IMDB has been copied in a way that constitutes copyright infringement, then please follow IMDb's "Notice and Procedure for Making Claims of Copyright Infringement" (as found at http://www.imdb.com/copyright_agent).
Links to Third Party Sites:
If the News Feed Content that you supply to us contains links to any web sites owned, operated and/or provided by a third party(ies) ("Third-Party Sites"), then you hereby specifically represent and warrant that such links do not violate (1) any agreement into which you have entered with such third party(ies) or with any other entity(ies) or (2) any applicable laws or regulations. Under no circumstances shall IMDb assume any responsibility or liability for the content of any Third-Party Site(s) that any user(s) of the Site may reach through links contained in the News Feed Content that you supply to us. Any transaction that you conduct at a Third-Party Site will be between you and the party providing or operating such Third-Party Site. Under no circumstances shall IMDb be deemed to constitute your agent or a party to any transaction in which you may participate at or on any Third-Party Site.
IMDb's Disclaimer of Warranties: ALL CONTENT, SOFTWARE AND SERVICES PROVIDED BY IMDB (OR ITS AFFILIATES) AT THE SITE OR OTHERWISE FOUND AT OR ON THE SITE ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT), WHETHER EXPRESS OR IMPLIED, ALL OF WHICH WARRANTIES IMDB HEREBY EXPRESSLY DISCLAIMS. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, IMDB DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE FOLLOWING: (1) AVAILABILITY AND/OR FUNCTIONALITY OF THE SITE AT ANY PARTICULAR TIME; (2) ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF ANY CONTENT FOUND ON THE SITE; (3) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (4) LACK OF VIRUSES; (5) COMPLIANCE OF THE CONTENT, SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES FEDERAL LAWS/REGULATIONS OR APPLICABLE STATE LAWS/REGULATIONS; OR (6) ANY PARTICULAR PERFORMANCE OR QUALITY LEVEL OF THE CONTENT, SOFTWARE AND SERVICES PROVIDED OR CONTAINED AT OR ON THE SITE.
Limitation of Damages:
IN NO EVENT WILL IMDB OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, OR ANY OTHER SIMILAR TYPES OF DAMAGES, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH TYPE(S) OF DAMAGES.
Limitation of Liability; Exclusive Remedy: IN NO EVENT WILL IMDB OR ANY OF ITS AFFILIATES BE LIABLE TO YOU (AND/OR ANY AGENCY) UNDER THIS AGREEMENT, UNDER ANY THEORY(IES) OF LIABILITY, FOR AN AGGREGATE AMOUNT IN EXCESS OF FIVE THOUSAND DOLLARS ($5,000.00).
Indemnity:
You shall defend, indemnify and hold us harmless from and against any and all claims, actions, causes of action, demands, judgments, liability, damages, losses, injuries, costs and expenses (including attorneys' fees and court costs) (collectively, "Claims") arising out of or relating to (1) any breach or alleged breach of any of your representations, warranties or obligations contained in this Agreement or (2) the News Feed Content supplied by you hereunder (including, without limitation, (a) any links to Third-Party Sites that are contained in the News Feed Content that you supply to us and (b) the content of any such Third-Party Sites). In no event shall you enter into a settlement of any such Claim, which proposed settlement imposes any obligations, restrictions, liability, or admission of wrongdoing on IMDb (and/or any of IMDb's affiliates), without your seeking and obtaining the express prior written (not electronic) consent of an authorized representative of IMDb in each instance (which consent may be withheld for any reason whatsoever or for no reason at all).
Consent to Electronic Notices and Other Communications:
You hereby agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any notices or other communications that we otherwise are required to provide in a "writing". For example, we may send you notices via postings at the Site or via e-mail to any e-mail address that you provide to us. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. Notices by either party to the other party via e-mail will be deemed received twenty-four (24) hours after the e-mail is transmitted; provided, however, that any such attempted notice shall be deemed ineffective if the sending party receives an electronic notification that the receiving party's e-mail address is invalid. Alternatively, either party may provide written notice to the other party by means of certified mail, postage prepaid and return receipt requested, to the address that the other party theretofore has provided in writing to the former party. Any such notices so sent by certified mail shall be deemed received three (3) business days after the date deposited in the mail.
Print a Copy for Your Records:
You agree to print or make an electronic copy of this Agreement (and any amendments hereto into which you and IMDb subsequently may enter, from time to time) and retain such printed or electronic copy(ies) for your records. You additionally agree to print or make an electronic copy of any and all other information that we may deliver or communicate to you in writing.
Publicity: You shall not issue any press release, or make any other public announcement, statement or disclosure, with regard to this Agreement, any of the provisions hereof, or the existence or nature of any business or legal relationship between IMDb and you, without your seeking and obtaining, in each and every instance, the express prior written consent (i.e., as to the substance, timing, and means of dissemination of such release, announcement, statement or disclosure) of an authorized representative of IMDb.
Assignment:
You hereby agree not to assign any of your rights and/or obligations under this Agreement without seeking and obtaining, in each instance, the express prior written (not electronic) consent of an authorized representative of IMDb. Any attempted assignment of this Agreement, or any portion(s) hereof, by you without obtaining the prior written consent of IMDb shall be voidable by IMDb, at IMDb's sole election. This Agreement will inure to the benefit of and will bind the parties' respective successors and permitted assignees.
Applicable Law; Jurisdiction:
This Agreement is governed exclusively by, and shall be interpreted exclusively in accordance with, (1) the state laws of the State of Washington, without regard to its principles of conflict/choice of laws, and (2) the federal laws of the United States of America. Any legal action or proceeding by either party to enforce, construe or otherwise concerning this Agreement, the News Feed content, the operation of the Site, or the services offered at or through the Site, shall be brought and adjudicated exclusively in the state or federal courts located within King County in the State of Washington, and in any such action or proceeding, each party hereby consents irrevocably to be bound by the exclusive personal and subject matter jurisdiction and venue of such courts.
Amendments:
IMDb may change any of the provisions of this Agreement, at any time, and you hereby agree to be bound by any and all such changes. When IMDb changes any provision(s) of this Agreement, IMDb will notify you of such change(s) by means of (1) an e-mail or (2) an on-line posting on the Site. Such change(s) additionally will appear in this Agreement, which you can access any time by selecting “NewsDesk Terms and Conditions†at the bottom of the home page of the Site.
Entire Agreement; No Waiver:
This Agreement (including all documents incorporated by reference) constitutes the exclusive and entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes and supplants in their entirety any and all prior and/or contemporaneous agreements, documents, memoranda, communications, understandings, negotiations, discussions, proposals, representations and promises, whether written or oral, by and between the parties. No provision of this Agreement may be waived by IMDb except by means of a written (non-electronic) document signed by an authorized representative of IMDb.
Severability; General:
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the remaining provisions of this Agreement will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. Any failure by IMDb to act with respect to a breach by you or by any third party(ies) of any particular provision(s) hereof does not constitute a waiver of IMDb's right subsequently to act with respect to another breach by you of the same or different provision(s) hereof. The parties hereby acknowledge, agree and understand that they are independent contractors and that neither this Agreement nor your use of the Site is intended to, or does, create or result in any joint venture, partnership, employment, agency or fiduciary relationship between you and IMDb (and/or its affiliates).