WarnerMedia TAPKIT

TERMS AND CONDITIONS FOR MATERIAL USAGE (PRIVATE)

Subject to the following terms (Terms and Conditions), Turner Broadcasting System Latin America, Inc. (TBSLA) hereby grants to User a non-exclusive use of the enclosed images and trademarks (the Materials) to be used in the promotion of the identified TBSLA programming or services. By using the Materials, you shall be deemed to have agreed to such Terms and Conditions hereof. 




1. User represent that User has an authorized license to distribute the TBSLA programming or services which are the subject of the Materials. 


2. User shall not use the Materials in any manner other than to promote the TBSLA programming or services. Any use beyond such promotion is not authorized by this Agreement and User may subject to third party liabilities. 


3. TBSLA is not responsible for any costs incurred as a result of use or proposed use of the Materials by User. 


4. User shall indemnify TBSLA from any liabilities or expenses which may arise out of User use of the Materials. 


5. User shall not use the Materials in any manner which will adversely affect TBSLA' ownership, control or rights in the Materials. 


6. User acknowledge that the context in which the Materials, or any portion thereof, are used shall not be derogatory to or critical of the news or entertainment industries or of TBSLA or its parent, subsidiary or affiliated companies or any program or publication produced or distributed by TBSLA or its parent, subsidiary or affiliated companies. 


7. TBSLA may withdraw its grants to User usage of the Materials immediately if User breach any Term or Condition contained herein or if TBSLA, in its reasonable discretion, deems termination of this Agreement necessary or advisable. 


8. Nothing contained herein shall create any association, partnership, or agency or joint venture between the parties. Neither party hereto shall represent itself as the associate, partner, agent or joint venturer of the other in any way whatsoever. 


9. Proper copyright and trademark notices as provided by TBSLA shall, at all times, appear in conjunction with the Materials. 


10. All matters in connection herewith shall be governed by the laws of the State of Georgia, United States of America.

TAPKIT-ONLINE USER AGREEMENT

1. Definitions.
   

Tap-Online is the Interactive World Wide Web site on the Internet consisting of information, services and content provided by Turner Broadcasting Latin America, Inc. its affiliates and its third party licensors and content providers (collectively, TBSLA).
User means each person or entity who establishes or authorizes a connection (Account) for access to and use of Tap-Online. 


2. General.
   


   1. This Agreement sets forth the Terms and Conditions which apply to the use of Tap-Online by User. By accepting below, User agrees to comply with all of the Terms and Conditions hereof. The right to use 
Tap-Online is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account under any screen name or password by any person or entity and for ensuring that User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password. 


   2. TBSLA shall have the right at any time to change or discontinue Tap-Online, and any aspect or feature hereof, including, but not limited to, content, hours of availability, equipment needed for access or use and any other capability(ies) of the site. 


   3. TBSLA may change or modify the Terms and Conditions applicable to User's use of Tap-Online or any part thereof or to impose new conditions at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting herein, and any other notice of such which may be given by any means including, but not limited to, electronic or conventional mail. Any use of Tap-Online by User after such change, modification, addition or deletion shall be deemed to constitute acceptance by User thereof.
   


3. Equipment and Charges.
   

User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of Tap-Online and all charges, including telecommunications charges, related thereto. 


4. User Conduct.
   


   1. User shall use Tap-Online for lawful purposes only. User shall not post or transmit through Tap-Online any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without TBSLA's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in TBSLA's discretion restricts or inhibits any other User from using or enjoying Tap-Online will not be permitted. User shall not use Tap-Online to advertise or perform any commercial solicitation online, including (but not limited to) the solicitation of users to become Users of other on-line information services competitive with Tap-Online. 


   2. Tap-Online contains copyrighted material, trademarks and other proprietary information, including (but not limited to) text, software, photos, video, graphics, music and sound, and the entire contents of Tap-Online are copyrighted as a collective work under the United States copyright laws. TBSLA owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of TBSLA and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material. 


   3. User shall not upload, post or otherwise make available on Tap-Online any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of Tap-Online, User automatically grants, or warrants that the owner of such material has expressly granted TBSLA the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants TBSLA the right to edit, copy, publish and distribute any material made available on Tap-Online by User. 


   4. The foregoing provisions of Section 4 are for the benefit of TBSLA, its parent, subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
   


5. Limited License For Use Of Downloadable Materials.
   


   1. Pursuant to all Terms and Conditions contained in this Agreement, TBSLA hereby grants to authorized Users a limited license for use of the downloadable logos and images for incorporation into advertising presentations for the promotion of advertising sales of TBSLA Networks. By using the logos and images, User agrees to all the Terms and Conditions for material usage set forth in Exhibit A. 

   2. Pursuant to all Terms and Conditions contained in this Agreement, TBSLA hereby grants to authorized Users a limited license for use of the downloadable screen savers strictly for the personal use of User; however, there shall be no copying, redistribution, retransmission, publication or commercial exploitation of the screen savers without the express written permission of TBSLA and the copyright owner.
 

   3. With respect to the permitted downloading and printing of materials located within Tap-Online, no changes in or deletion of author attribution, trademark, legend or copyright notices shall be made. User acknowledges that it does not acquire any ownership rights by downloading any materials from Tap-Online.
   


6. Disclaimer of Warranty; Limitation of Liability.
   


   1. User expressly agrees that use of Tap-Online is at User's sole risk. Neither TBSLA, its affiliates, nor any of their respective employees, agents, third party content providers, or licensors warrant that Tap-Online will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from use of Tap-Online, or as to the accuracy, reliability, or content of any information, service, or merchandise provided through Tap-Online. 

   2. Tap-Online is provided on an "as is" basis without warranties of any kind, either express or implied, including (but not limited to) warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable to this Agreement. 


   3. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. User specifically acknowledges that TBSLA is not liable for the defamatory, offensive, or illegal conduct of other Users or their parties and that the risk of injury from the foregoing rests entirely with User. 


   4. In no event will TBSLA, or any person or entity involved in creating, producing or distributing Tap-Online or the Tap-Online software, be liable for any damages, including (without limitation) direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use Tap-Online. User hereby acknowledges that the provisions of this section shall apply to all content on Tap-Online. 


   5. In addition to the terms set forth above, neither TBSLA nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within Tap-Online, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including (but not limited to) lost profits, punitive or consequential damages. Neither TBSLA nor its affiliates, information providers or content providers warrant or guarantee the timeliness, sequence, accuracy, or completeness of this information. Additionally, there are no warranties as to the results obtained from the use of the information. 


   6. If any of the above limitations do not apply to the extent applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, TBSLA's total liability for all losses, damages and causes of action [in contract, tort (including without limitation, negligence), or otherwise] will not be greater than the amount paid to access this site. 

   

7. Monitoring.
   

TBSLA shall have the right, but not the obligation, to monitor the content of Tap-Online, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by TBSLA and to satisfy any law, regulation or authorized government request. TBSLA shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Tap-Online. Without limiting the foregoing, TBSLA shall have the right to remove any material that TBSLA, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. 


8. Indemnity.
   

User agrees to defend, indemnify and hold harmless TBSLA, its parent, subsidiaries, affiliates and its directors, officers, employees and agents from and against any and all claims and expenses, including attorneys fees, arising out of the use of Tap-Online by User or User's account.
 

9. Termination.
   

Either TBSLA or User may terminate this Agreement at any time. Without limitation of the foregoing, TBSLA may immediately terminate User's Account and use of Tap-Online in the event of any conduct by User which TBSLA, in its sole and absolute discretion, considers to be unacceptable or in breach of this Agreement or any applicable law or regulation or which does or may tend to expose TBSLA or any other content provider or licensor to any liability. The provisions of Sections 4(b), 4(c), 4(d), 6, 8, 9 and 10 shall survive any termination of this Agreement for any reason.
 

10. Trademarks.
    

Tap-Online, Turner Broadcasting System, Inc., Turner Network Television, Headline News, Cable News Network, CNN en Espanol, CNN International, Space, I,sat, Tooncast, HTV, TCM Classic Entertainment, Infinito, truTV, Glitz and each of their logos are trademarks or service marks of TBSLA and/or its affiliates, parents or subsidiaries; and MuchMusic and Woohoo and each of their logos are trademarks or service marks represented by TBSLA and/or its affiliates, parents or subsidiaries. Any other trademarks or service marks and associated logos found herein are the trademarks or service marks of their respective owners. All rights not granted herein are hereby expressly reserved. 


11. Third Party Sites.
    


    1. TBSLA is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, TBSLA has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of Tap-Online, are those of the respective author(s) or distributor(s) and not of TBSLA. Neither TBSLA nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.) 


    2. In many instances, the content available through Tap-Online represents the opinions and judgments of the respective information provider, User, or other user not under contract with TBSLA. TBSLA neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Tap-Online by anyone other than authorized TBSLA employee spokespersons while acting in their official capacities. Under no circumstances will TBSLA be liable for any loss or damage caused by a User's reliance on information obtained through Tap-Online. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Tap-Online. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. 


    3. TBSLA may, from time to time, provide links and pointers to Internet sites maintained by third parties. TBSLA does not operate or control in any respect any information, products or services on these sites. TBSLA does not state and expressly disclaims that it has the consent of the third party site to provide the link or pointer to such site. TBSLA neither endorses nor is responsible for the accuracy or reliability of any site to which Tap-Online is linked or any opinion, advice, statement or information made or provided in any third party site.
    


12. General.
    

This Agreement and any operating rules established by TBSLA constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Georgia without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The provisions herein are for the benefit of TBSLA, its affiliates, third party content providers and licensors and each of such shall have the right to assert and enforce such provisions directly on its own behalf. (c) 2012 Turner Broadcasting System Latin America, Inc.