Terms of Use

Effective June 12, 2009

Introduction

This website, www.ascentmedia.com (the "Website"), is owned, operated and maintained by or for Ascent Media Group, LLC, its affiliates, and/or related entities ("Ascent") and these terms of use (this "Agreement") apply to the use by you of the Website and any other product or service offered by Ascent for use, subscription or sale (collectively, "Services").

Please print a copy of this Agreement for your records.

Privacy and Information Rights

You agree that Ascent may collect and use both personally identifiable and non-personally identifiable information that you provide to Ascent when you use the Website, in accordance with the Privacy Policy which is incorporated herein by reference.

Age Restriction; Capacity to Contract; Identity of Members

The Website is not intended for use by any minors (i.e., persons under the age of eighteen (18) or the age of majority in your jurisdiction) or any person otherwise not able to legally form binding contracts. If you are not able to legally form binding contracts, you may not use the Website or submit information about yourself to Ascent.

Submissions

Ascent does not solicit submissions, creative materials, ideas or suggestions other than those Ascent specifically requests. Any communications or materials you transmit to Ascent by electronic email or otherwise including, without limitation, data, questions, comments, ideas, images, writings, music, sounds, audiovisual effects, artwork, design elements, graphics, suggestions, concepts, biographical information, notes or message postings, will be treated as non-confidential and non-proprietary. You hereby unconditionally and irrevocably transfer and assign to Ascent, its parent and their affiliates, subsidiaries, successors and assigns, in perpetuity, the royalty-free right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, perform, display and otherwise exploit the material you send to Ascent, in all languages and throughout the universe, in any form, media or technology now known or hereafter devised. You acknowledge and expressly agree that any such communications or materials you transmit or post may be used by Ascent, its parent and their affiliates, subsidiaries, successors and assigns, for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products using such information, and you hereby waive the right to receive any financial or other consideration in connection with such information, including, without limitation, credit.

Linking

You MAY not link to the Website without the prior written approval of Ascent; contact info@ascentmedia.com to seek such approval.

Indemnification

You agree to defend, indemnify and hold harmless Ascent and its affiliates, employees, agents, attorneys, third-party content providers or licensors from and against all claims and expenses, including attorney's fees and costs, arising out of your use of the Services and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement.

Policy on Repeat Infringers; Agent for Notification of Claimed Infringement

1. Ascent respects the intellectual property rights of others and requires that the people who use Ascent do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Ascent has adopted and implemented a policy respecting the copyright law that provides for the termination in appropriate circumstances of users of the Ascent online system or network who are repeat infringers. Ascent may terminate access for content providers who are found repeatedly to provide or post protected user content without necessary rights and permissions.
   
2. If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent (specified below) with the following information in writing and in the form required by 17 U.S.C. 512 of the United States Copyright Act:
   1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   2. A description of the copyrighted work that you allege is being infringed, or, if multiple copyrighted are to be covered by a single notification, a representative list of such works;
   3. A description of the allegedly infringing material and information sufficient to permit us to locate the material;
   4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or an electronic mail address;
   5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or the law; and
   6. A statement by you, made under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed.
3. Interim Designation of Agent to Receive Notifications of Claimed Infringement, pursuant to 17 U.S.C. 512 (c) of the United States Copyright Act:
   1. Address: Ascent Media Group, LLC, 520 Broadway, 5th Floor, Santa Monica, CA 90401. Name of Agent Designated to Receive Notification of Claimed Infringement: Jeanne Berges, Associate Counsel. Address of Designated Agent to which Notification Should be Sent: Ascent Media Group, LLC, 520 Broadway, 5th Floor, Santa Monica, CA 90401. Telephone Number of Designated Agent: (310) 434-7123. Facsimile Number of Designated Agent: (310) 434-7005. E-mail Address of Designated Agent: copyright@ascentmedia.com. This e-mail address is intended solely for the receipt of legal "Notifications of Claimed Infringement" under the Digital Millennium Copyright Act of 1998, as codified in 17 U.S.C. 512. It is not intended for general inquiries and permission requests concerning the use of the Website or any content included therein.

Changes to this Website

Ascent may, in its sole discretion, amend this Agreement at any time with no notice to you. You are requested to visit this page and check the then effective Agreement periodically.

Restrictions on Use

You agree that any and all material you may transmit to the Website: (A) shall violate no laws; (B) shall not be pornographic; (C) does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity; and (D) shall not be otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices. In addition, you agree that you will not (i) impersonate any person or entity, or otherwise misrepresent your identity; (ii) transmit, deliver, upload, display, or otherwise post content that is treated as confidential under any contract or policy or fiduciary relationship; (iii) use the Website to connect to people in order to send unsolicited promotional messages, including "junk mail" and "spam;" (iv) use technological means (e.g., automated scripts, electronic harvesting means) to collect email addresses or any other data from the Website; or (v) intimidate, harass, offend, threaten, embarrass, stalk or invade the privacy of any individual or entity. If there is any dispute in any of these regards, the determination made by Ascent shall be final, conclusive, and binding. Notwithstanding the foregoing, the posting of any material on the Website shall not be deemed a warranty, representation, covenant or other indication by Ascent that such material is compliant with any law, standard, custom or practice. Ascent reserves the right from time to time to make and revise guidelines relating to the listing of material and the content of such material using the Website. Ascent may remove material from the Website at any time.

Legal

The content of this website includes copyrighted materials, trademarks and other proprietary information, including, without limitation, text, photos, and graphics, which are protected by the intellectual property rights of Ascent or others. Except as otherwise expressly permitted by applicable law, you agree not to copy, redistribute, publish or otherwise exploit material from this website without the express prior written permission of the applicable intellectual property owner. You may not display content from this website in frames or "in-line links" or use any of AscentÕs trademarks or names as "metatags" on other websites without express written permission from Ascent.

YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT OF ANY WARRANTIES INCAPABLE OR EXCLUSION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT). WITHOUT LIMITING THE FOREGOING, NEITHER ASCENT NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE.

ASCENT MAY PROVIDE LINKS TO EXTERNAL LOCATIONS OPERATED BY THIRD PARTIES. NEITHER ASCENT NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS MAKE ANY REPRESENTATION, GUARANTEE, ENDORSEMENT OR WARRANTY WITH RESPECT TO SUCH THIRD PARTY SITES. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY COMMUNICATION AND AGREE TO USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WITH RESPECT TO ALL COMMUNICATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THIS WEBSITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND NEITHER Ascent NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THIS WEBSITE.

Arbitration

All disputes arising out of or relating to this Agreement will be exclusively resolved under confidential binding arbitration held in Los Angeles, California before and in accordance with the Rules of the American Arbitration Association. The arbitratorÕs award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, Ascent will have the right to seek injunctive or other equitable relief in state or federal court located in Los Angeles, California to enforce this Agreement. In the event equitable relief is sought, you hereby irrevocably submit to the personal jurisdiction of such court.

Jurisdictional Issues

This site is controlled and operated by Ascent from its offices within the State of California, United States of America. Ascent makes no representation that materials on the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Miscellaneous

Any provision of this Agreement that is found invalid or unenforceable pursuant to judicial decree or decision shall be ineffective to the extent of such invalidity or unenforceability, and the remainder of this Agreement shall remain valid and enforceable according to its terms. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. This Agreement may be modified or waived only by a written instrument duly executed by the parties. Any failure by Ascent at any time to enforce performance by you of any provision of this Agreement shall in no way affect AscentÕs rights thereafter to enforce the same, nor shall the waiver by Ascent of any breach of any provision hereof be deemed to be a waiver by Ascent of any other breach of the same or any other provision hereof. This Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Neither party shall assign, delegate, or otherwise transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, provided that Ascent may assign this Agreement and its obligations hereunder to any affiliate, or to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of Ascent. The headings to sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law principles. This section and the following sections shall survive any expiration or termination of this Agreement: Representations and Warranties, Indemnification, and Arbitration.