For purposes of the TOS, the following defined terms shall have these meanings: (A) "Service(s)" shall mean any and all services on, or provided by, the Site, and the Services include, without limitation, services, products, films, promotions and information about SPR and SPR's brands, services and products (whether delivered through electronic messages, websites, ordinary mail or otherwise); (B) "Site Content" shall mean any and all human readable, audio and/or visual elements of this Site, created or owned by SPR, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, information, and other content made available through the Site; (C) "Site Code" means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (D) "User Account" means any account created by you, through a registration process for the purpose of accessing or using certain Services.
Subject to these Terms of Service, SPR grants you, if and only to the extent the necessary functionality is provided to you on or through the Site, the following limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide, royalty-free rights and licences (each a "Licence"):
Your rights under any one or more of the Licences set forth above are granted to you on condition that you comply with each of the following:
The Site, Site Content, Site Code, and all intellectual property rights therein are owned by SPR and/or its licensors and content providers, and are protected by applicable domestic and international laws. Unless expressly permitted in writing by SPR, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, communicate, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an "Unauthorised Use").
Any Unauthorised Use may constitute an infringement of the intellectual property rights of SPR and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of intellectual property laws may be subject to civil and criminal penalties.
SPR is pleased to hear from its customers and welcomes your comments regarding SPR products and services, including this Site. Unfortunately, however, SPR's long-standing company policy does not allow it to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials other than those it has specifically requested (see below). While we value your feedback, we request that you be specific in your comments regarding our Services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by SPR's or its affiliates' professional staff might seem to others to be similar to their own creative work.
If, at our request, you send or post (e.g., via message boards or contests) certain specific submissions, or, despite our request that you not send us any creative ideas, suggestions or other materials, you do so (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the exclusive property of SPR. None of the Submissions shall be subject to any obligation of confidence on the part of SPR, and SPR shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, it is the intention that all now known or hereafter existing rights in the Submissions of any kind and nature, in perpetuity, throughout the universe will vest in SPR, and SPR shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. You agree that you will do all things necessary and sign all necessary documents to ensure that ownership of the Submissions, including all copyright and other intellectual property rights in the Submissions, vests in SPR. In addition, you warrant that your Submissions do not violate any person's "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall SPR's total liability exceed $5,000.00.
You agree to indemnify SPR for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with the TOS. SPR does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, SPR reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, unlawful, or in violation of any person's rights of privacy or publicity, or otherwise unacceptable. Please refer to the YOUR RESPONSIBILITIES section above for additional information concerning Submissions.
In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your "Registration Information") in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at SPR's sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services. As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. We also urge you to memorise your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorised access to your User Account and the information therein. You agree that you will (i) immediately notify SPR of any unauthorised use of your User Account, and (ii) ensure that you properly exit all Services at the completion of your use session. SPR shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements.
SPR sites may frame, and/or contain links to or advertisements about, non-SPR web sites. Other sites may also reference, advertise, or link to SPR sites. SPR does not endorse or sponsor other web sites and is not responsible for the content of such sites. SPR expressly disclaims any statements or assertions made on non-SPR web sites, and denies all liability associated with your use of, and the content on, such other sites and advertisements.
The Site is controlled by SPR from its offices in New South Wales, Australia. Your use of this is governed by the laws applying in New South Wales. Subject to the Dispute Resolution provision set forth below, you submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms of Service, or arising from the use of your User Account and/or any SPR Site or Service.
If a dispute arises out of, or is in any way in connection with, or otherwise relates to, these Terms of Service, the Site, the Site Content, the Site Code, the Services, the Software, or the breach, termination, validity or subject matter of any of them, or as to any related claim at law, in equity, or pursuant to any statute, you and SPR agree that the dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce in accordance with such Rules. For the purpose of any such arbitration: (a) the number of arbitrators shall be one, who shall be a retired judge with at least 10 years experience in commercial matters (the parties shall discuss in good faith and shall use reasonable endeavours to agree a joint nomination within ten (10) days after submission of the request for arbitration); (b) the seat, or legal place, of arbitration shall be Sydney, New South Wales; and (c) the language to be used in the arbitral proceedings shall be English. The arbitrator shall have the power to grant interim and permanent injunctions and other interim measures of relief which the arbitrator may in his or her discretion consider necessary. Neither party shall be entitled or permitted to commence or maintain any action in any court with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of the arbitrator, either party may seek interim relief in an appropriate court, without SPR waiving its right to have any such dispute resolved by arbitration; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to an appropriate court. The arbitration shall be conducted in complete confidence. The fact that there is a dispute between the parties that is the subject of an arbitration shall be confidential to the same extent. The parties undertake not to disclose details of the dispute or of the arbitration except to their professional advisers, and shall procure that their professional advisers do not disclose such details. The parties shall keep confidential and not use for any collateral or ulterior purpose all documents and materials relating to the dispute, produced for, or arising in relation to, the arbitration except: so far as is necessary to implement and enforce any agreement in writing settling a dispute; as required by court order; or otherwise as required by law. Notwithstanding anything to the contrary herein, you hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to SPR, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.
You understand and agree that SPR may, in its sole discretion and at any time, terminate your password, User Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any SPR Site or Service, for any reason. SPR may also, in its sole discretion and at any time, discontinue any Sites or Services or limit or restrict any user access thereto, for any reason. You understand and agree that SPR may take any one or more of these actions without any notice to you, prior or otherwise. Should SPR take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information and Submissions. You understand and agree that SPR shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.
The Site, Site Content, Site Code, Services, and the Software, if applicable, are provided "as is" "with all faults" and "as available" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, SPR disclaims all warranties, express or implied, including, but not limited to, implied warranties and conditions of merchantability and fitness for a particular purpose, workmanlike effort, title, and non-infringement. SPR does not warrant that the availability of or the functions contained in the Site, Site Content, Site Code, Services or Software, will be uninterrupted or error-free, that defects will be corrected, or that this Site, Site Content, Site Code, the server that makes them available, or the Software are free of viruses or other harmful components, or that the Site, Site Content, Site Code, Software or server do not violate any patent or other intellectual property rights of any person. SPR does not warrant or make any representations regarding the use or the results of the use of the Site, the Site Content, the Site Code, the Services or the Software, in terms of their correctness, accuracy, reliability, or otherwise. You (and not SPR) assume the entire risk as to the quality and performance of the Site, Site Content, Site Code, Services, and Software, as well as the entire cost of all necessary servicing, repair, or correction if there are any defects.
Under no circumstances, including, but not limited to, negligence, shall SPR be liable for any indirect, special, exemplary, loss of profits, loss of opportunity or consequential damages that result from the use of, or the inability to use, the Site, Site Content, Site Code or the Software, even if SPR has been advised of the possibility of such damages. While SPR takes precautions against security breaches, no web site or internet transmission is completely secure, and as such, SPR shall not be liable for any indirect, special, exemplary, loss of profits, loss of opportunity or consequential damages that may result from unauthorised access, hacking, data loss, or other breaches that may occur. In no event shall SPR's total liability to you in connection with the Site, Site Content, Site Code and the Software for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), or otherwise, and whether direct or indirect, exceed the amount paid by you to SPR, if any, for accessing this Site. The above limitations and exclusions do not limit any rights you have under non-excludable Applicable Laws and apply only to the extent permitted by Applicable Laws.
If you believe that any Submissions or any Site Content has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
Your name, address, telephone number, and email address;
A description of the copyright work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest; and
A statement by you, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.
Level 26, 1 Market Street, Sydney NSW 2000
(02) 9272 2900
If any provision of these TOS shall be held unlawful, void, or for any reason unenforceable, then that provision shall be severed from these TOS and shall not affect the validity and enforceability of any remaining provisions.
Posted: July 2011