Universal Pictures

Extranet Terms and Conditions of Use

The following constitutes the agreement ("Agreement") between your company (“Company”), whereby you are acting as a representative in good-standing for said Company, and Universal Pictures Marketing, a division of Universal Film Exchanges LLLP ("Universal") with respect to your Company’s use of the promotional materials (including all photographs, graphics, images, video clips, audio clips, text and other information in digital format) (the "Materials") provided by Universal at image.net (the "Site").

1. Universal hereby grants your Company a limited, nonexclusive, nontransferable license, for the United States and Canadian Territories only, to download and/ or use, with no obligation to display, the Materials provided at the Site only for the purpose of reprinting in and in connection with approved publicity and promotional events (such as reviews, interviews, news stories, authorized promotional web sites, or other similar customary promotional uses) in the United States and Canada; provided that your Company’s use shall be consistent with the provisions hereof and limited to the period commencing with the availability of the Materials and continuing throughout the initial theatrical distribution of the depicted motion picture in the U.S. and Canada. You agree to use the Materials solely for the purposes granted by Universal herein and for no other purpose. Said Materials shall not be used to advertise or promote your or your Company’s web site or other business or in any other manner not specifically authorized herein; provided, however, that such restriction shall not impact your Company’s right to carry third party advertising or promotional material within its web site. No later than three months following the North American opening date of the depicted motion picture (“Removal Date”), your Company shall remove all materials from online libraries and archives, and shall destroy any and all reproductions of the Materials, including, without limitation, any reproductions contained in computerized or digitized form. Your Company shall not thereafter have the right to distribute, publish, archive or otherwise exploit the content in any way except in connection with new Materials provided by Universal.

2. Your Company will not allow the Materials accessed by you to be reproduced or used by any other party. Your Company agrees to take all reasonable steps to prevent the unauthorized duplication and use of the Materials and to advise Universal promptly of any such unauthorized use. Your Company may not assign its rights under this Agreement without the prior written consent of Universal.

3. Your Company will not edit or alter the Materials (including proprietary notices, ratings and credits appearing therein) in any way, except that it shall have the right to digitize said Materials for use as set forth herein and it shall have the right to compress the video and/or audio clip solely for the purpose of complying with internet download specifications and/or bandwidth requirements and/or its site’s guidelines for posting such Materials.

4. Image.net will provide a password (the "Password") which you will use to access the Site and the Materials contained therein. You will not allow use of the Password by any other person and you will keep that Password strictly confidential.

5. Your Company’s right to download and use the Materials will begin as of the date the Password is assigned to you which date shall be deemed the date of this Agreement. Universal reserves the right to terminate this Agreement and your Company’s right to use the Materials at any time upon written notice to you or your Company. Universal also shall have absolute discretion to require the removal of the Materials at any time whatsoever prior to the Removal Date specified above.

6. Not all Materials at the Site are available for download use. From time to time, Universal may deliver additional Materials to your Company via offline or analog methods; provided, however, that Universal is under no obligation to provide such further Materials. The same terms and conditions still apply for any use of the offline Universal Materials.

7. Except as part of a bona fide motion picture review, you and your Company will not use the Materials in any way that is derogatory to or critical of the entertainment industry or of Universal or of Universal’s officers, directors, agents, employees, affiliates, parents, or subsidiaries, or of any motion picture or televisions program produced or distributed by Universal or any of Universal’s affiliates.

8. Your Company shall be solely responsible for all costs of any kind incurred by it hereunder, including, without limitation, any and all costs in connection with the production and maintenance of its site. In addition, your Company shall pay and hold Universal harmless from all taxes (excluding Universal’s income taxes), now or hereafter imposed in connection with your use of the Materials.

9. You acknowledge that Universal (or its affiliates and designees) is and will continue to be the copyright proprietor and owner of all rights in and to the Materials and the motion picture to which the Materials relate. Your Company will have only the limited license to reproduce and display the Materials subject to the terms of this Agreement. You agree to include the copyright notice set forth in the Materials in each an every use made by your Company of the Materials. If none exists on the Materials, then where possible, you shall post the following copyright notice immediately below or adjacent to each photograph, film clip or other copyrighted material and hereunder: © [year of release of the applicable picture] Universal Studios. Except as may be expressly provided by Universal with the Materials itself, you agree to not at any time use any Universal trademark or tradename in any way without the express prior written approval of Universal. If so approved by Universal and used hereunder, the integrity of any such trademark or logo shall be strictly maintained.

10. If the Materials are downloaded or streamed for use in connection with a website or web-based service operated by your Company, then you Company warrants and represents that appropriate warnings and limitations on the unauthorized use of Materials on your website by your subscribers appears and will continue to appear in the site’s terms and conditions of use.

11. YOU AND YOUR COMPANY ACKNOWLEDGE THAT UNIVERSAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MATERIALS OR THE SITE. YOU ASSUME THE ENTIRE RISK OF DAMAGE OR LIABILITY RESULTING FROM USE OF THE MATERIALS AND THIS SITE, AND YOU WILL NOT HOLD UNIVERSAL RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU USING THIS SITE, INCLUDING, BUT NOT LIMITED TO, ANY INFECTIONS OR CONTAMINATIONS OF YOUR COMPUTER WHICH MAY RESULT FROM SAID USE. Your Company agrees to obtain all music and other licenses which may be required so as to enable the use of Materials (including for transmission over the Internet), and will obtain all consents and waivers, and pay any and all reuse fees and/or other compensation which may be required by applicable collective bargaining agreements or individual constraints or otherwise required by law for the use contemplated by you.

12. You and your Company agree to indemnify and hold harmless Universal, its agents, employees, representatives, associates, affiliates, parent and subsidiary from any and all loss, costs, damage, liability and expenses, including reasonable attorneys fees, arising out of an claim brought based upon your use of the Materials or a breach by you of any term of this Agreement. You also agree to immediately advise Universal of any claim which may be filed in connection with the use of the Materials licensed hereunder, and shall, upon request, undertake the defense of any such claim.

13. You agree and acknowledge that this Agreement shall be governed by and construed in accordance with the laws of the State of California. Any controversy, claim, or dispute arising out of or related to this Agreement or the interpretation, performance, or breach hereof, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a "Dispute") shall be resolved according to the procedures set forth in this paragraph which shall constitute the sole dispute resolution mechanism hereunder. In the event that the parties are unable to resolve any Dispute after meeting and attempting in good faith to reach a negotiated resolution, such Dispute(s) shall first be mediated by a retired judge or justice of any California state or federal court. If the parties are unable to agree upon a mediator, either party may apply to the Los Angeles office of JAMS/Endispute, or its successor ("JAMS") for the appointment of a mediator from a panel of retired judges and justices maintained by that organization.

a.    If the parties are unable to resolve one or more Dispute(s) by mediation, then either party may initiate arbitration of such Dispute(s). The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedure in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the "Arbitration Rules"). The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Any appeal shall be heard and decided by a panel of three neutral arbitrators. The neutral arbitrator and the members of any Appeal Panel shall be retired judges or justices of any California state or federal court. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County.
b.    Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard in a court of competent jurisdiction in Los Angeles County. If a party believes in good faith that all or part of a Dispute, or any claim for relief or remedy sought, is not subject to arbitration under then-prevailing law, then that party may seek a determination to that effect from an appropriate court. If the court determines that the matter is not arbitrable or that the remedy sought is not available in arbitration, then the specific matter or request for remedy in question may be resolved by the court. All other matters and claims for relief shall be subject to arbitration as set forth above.

14. Nothing in this Agreement shall give any person other than the parties to this Agreement any legal or equitable remedy or claim under or with respect to this Agreement. Nothing in this Agreement shall constitute the parties hereto as partners, or joint venturers, or either party as the employee or agent of the other. No waiver by a party hereto of any failure by the other part to keep or perform provision of this Agreement shall be deemed a waiver of any preceding, succeeding, or continuing breach of the same or any other provision.

15. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof and supersedes all prior and contemporaneous written or oral agreements pertaining hereto. This Agreement can only be modified by a writing signed by both parties hereto.

If you, on behalf of and as a representative in good standing of your Company, accept the above terms and conditions of use, please indicate your acceptance by clicking on the "I Accept" button below. Once your acceptance is received by Universal and you have completed the Registration Form, you will be e-mailed a confidential password which you can use to access the Materials for downloading.

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