PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY
The purpose of this site is to provide authorized users (“Authorized Users” or ”you”) of www.wdsmediafile.com and related WDSMP sites (collectively, the “Website”) with marketing materials, including but not limited to artwork and audio visual content, (collectively the “Marketing Materials”) that promote motion pictures (the “Motion Pictures”) distributed by Walt Disney Studios Motion Pictures (“WDSMP”, “we”, “us”, “our”). You will find downloadable images, photographs and documents as well as streaming video on this Website. New and updated materials will be added to the Website as they become available.
NO UNAUTHORIZED USE
These Marketing Materials are provided to you, the Authorized User, for the sole purpose of assisting you with directly promoting the Motion Pictures in the United States and Canada for a period of up to one year from your receipt; provided that you must cease using the Marketing Materials when the Motion Picture is no longer in theaters. You may not commingle the Marketing Materials with any other elements. You may not sublicense or transfer these Marketing Materials to anyone else or use these Marketing Materials other than as provided herein without WDSMP’s prior written consent. Any unauthorized transfer or use of Marketing Materials subjects you to criminal and civil penalties.
RESTRICTIONS ON USE OF MARKETING MATERIALS
You may download designated photographs, images and documents contained in the Marketing Materials only for the purpose of directly promoting the Motion Pictures and as provided in these Terms. Audio and video may only be streamed by you through the links provided on this Website and may not be downloaded by you. Any other use of the Marketing Materials is prohibited.
The manner in which the Marketing Material is used may not be derogatory or detrimental to the high standards, good image and reputation of WDSMP (and its officers, directors, agents, employees, affiliates, licensors, licensees, divisions and subsidiaries) or of any Motion Picture. Any breach of this paragraph will render this Agreement null and void and you will be liable to all parties concerned for any applicable defamation and copyright infringement, as well as breach of contract and for all of WDSMP’s costs and expenses, including attorney’s fees, incurred in connection with any resulting claim or litigation.
You agree to include all applicable credits, copyright notices, trademark notices and other proprietary notices designated by WDSMP in all materials derived from the Marketing Materials.
These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts of law principles. You agree that any action at law or in equity arising out of or relating to these Terms or the Website shall be filed only in the state or federal courts located in Los Angeles County and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Unless otherwise indicated, the Marketing Materials are presented solely for the purpose of promoting the Motion Pictures released in the United States and its territories, possessions, protectorates and Canada. WDSMP makes no representation that the Marketing Materials are appropriate or available for use outside of the United States and Canada. Parties outside the United States and Canada are not authorized to access this Website or to use any Marketing Materials.
This Agreement is in effect until terminated by you or us. You may terminate this Agreement at any time by destroying all Marketing Materials and all related documentation, copies, installations and derivations (“Derivations”) of them. This Agreement terminates immediately without notice from WDSMP if in WDSMP's sole judgment you fail to comply with any provision of these Terms. Upon termination, you must destroy all Marketing Materials and Derivations. If you do not immediately stop using such materials after WDSMP has determined that you are acting in an unauthorized manner, you grant WDSMP the right to instruct your Internet Service Provider to deactivate your website immediately. You agree to indemnify and hold the Indemnified Parties (defined below) harmless from any claims and damages arising out of such instruction to your Internet Service Provider.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
You hereby agree to indemnify, defend, and hold WDSMP, its parent, subsidiaries, affiliates, licensors and licensees and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties")harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or claims arising from your use of this Website and/or the Marketing Materials. You shall use your best efforts to cooperate with WDSMP in the defense of any claim. WDSMP reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WDSMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THIS WEBSITE’S THE MARKETING MATERIALS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (d) ANY OTHER MATTER RELATING TO THIS WEBSITE’S SERVICE OR THE MARKETING MATERIALS. IN NOEVENT SHALL INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $10 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO ANY THIS WEBSITE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL THE INDEMNIFIED PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
WDSMP MAY TERMINATE YOUR FURTHER ACCESS TO THIS WEBSITE OR CHANGE THIS WEBSITE OR DELETE MARKETING MATERIALS OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON.
EXCLUSIONS AND LIMITATIONS
IN THE EVENT APPBLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS OR EXCLUSION OF LIABILITY AND SUCH DISCLAIMER OF WARRANTIES, THE SUBJECT LIMITATION OR EXCLUSION OF LIABILITY OR DISCLAIMER OF WARRANTY SHALL BE DEEMED MODIFED SO AS TO BE EFFECTIVE TO THE GREATEST EXTENT PERMITTED.
These Terms constitute the entire agreement between you and WDSMP and govern your use of this Website, superseding any prior version of these Terms between you and WDSMP with respect to this Website.
If any provision of these Terms is unlawful, void, or for any reason unenforceable, then that provision will be severed from these Terms and will not affect the validity or enforceability of any remaining provisions. This is the entire agreement between you and us relating to its subject matter and may not be modified except in a writing signed by an authorized agent of both parties. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR THIS SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. The failure of WDSMP to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
NO ADVERTISING, SOLICITATION OR ENDORSEMENT
You are prohibited from using the Disney name, characters or properties and those of its affiliated or related companies, licensors and licensees, in any advertising, offers or solicitations, in any media as a means to advertise or to suggest endorsement of any product or service.