MTISHOWSPACE.COM USER AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY
This User Agreement (“User Agreement”) governs your use of MTISHOWSPACE.COM (the “Site”), and is between you and MTI SHOWSPACE, L.P. (referred to herein as “MTI ShowSpace” or “we” or “us” or “our”). BY ACCESSING OR USING ANY PART OF THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER OR NOT YOU BECOME A REGISTERED USER OF THE SITE. If you do not agree to thIS AGREEMENT, please do not access or otherwise use the Site.
Minors: This Site is intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to this Site by anyone under 13 is unauthorized, unlicensed and in violation of this Agreement. By using the Site, you represent and warrant that you are 13 or older. If we learn that you are less than 13 years old, among other things, your profile on the Site will be removed and your membership will be terminated without warning.
If you are not of an age old enough to enter into contracts in your state (i.e., a “minor”), you need to review this Agreement with your parent or guardian before using this Site. If your parent or guardian does not agree to be bound by this Agreement as applied to you, then you are not authorized to access or use this Web Site for any purpose.
We may change this User Agreement from time to time and such changes will be applicable upon any further use of the Site after the change has become effective.
1. Proprietary Rights. As between you and MTI ShowSpace, and except for your Submitted Materials (as defined in Section 5 below), MTI ShowSpace owns, solely and exclusively, all rights, title and interest in and to the Site, all the content available on or through the Site (including, but not limited to, all audio, photographs, images, illustrations, renderings, drawings, webcasts, RSS feeds, podcasts, graphics, logos, information, games, widgets, gadgets, applets, and other video or audiovisual materials), software, data and other materials available on or through the Site (collectively, the “Site Content”), the look and feel, design and organization of the Site, and the compilation of the Site Content thereon, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Site does not grant to you ownership or title of, in or to the Site, any Site Content or any other part of the Site.
2. Limited License. Subject to the terms and conditions set forth in this User Agreement, MTI ShowSpace grants you a non-exclusive, non-transferable, limited license to access, view, use and display the Site and Site Content on your computer or other Internet-capable device, provided that you comply fully with this User Agreement. The Site and Site Content are solely for your personal, educational and noncommercial use. Any commercial use, distribution, publishing or exploitation of the Site or any Site Content is not allowed unless you have received the express prior written permission of MTI ShowSpace or the other applicable rights holder.
3. Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") that may be displayed on the Site or in any Site Content are registered and unregistered Trademarks of ours and others and may not be used unless expressly authorized by the Trademark owner. For example, MUSIC THEATRE INTERNATIONAL, MTISHOWSPACE.COM, MTI-TV.COM, MTISHOWS.COM and all of our other trademarks, logos, service marks, trade names, graphics, designs, page headers, button icons, scripts and service names are the registered and unregistered trademarks or trade dress of Music Theatre International. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site unless you have received the express prior written permission of MTI ShowSpace or the other applicable rights holder.
MTI ShowSpace DOES NOT PRE-SCREEN OR APPROVE USER PROFILES, AND CANNOT GUARANTEE THAT A USER PROFILE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF THE PROFILE. MTI ShowSpace IS NOT RESPONSIBLE FOR THE CONTENT OF ANY USER PROFILE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY SUCH PROFILE, INCLUDING HOW THE OWNER OF THE PROFILE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS. YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH THE SITE.
By submitting, uploading or posting Submitted Materials on or to the Site, you: (i) represent and warrant that either (A) your Submitted Materials are original to you and that no other party has any rights thereto or (B) that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to the Site for MTI ShowSpace’s use in accordance with this User Agreement, and that any “moral rights” in the Submitted Materials have been waived; and (ii) you grant to MTI ShowSpace (and its affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, the Site), products or services in any form, media, or technology now known or later developed. MTI ShowSpace cannot be responsible for maintaining any Submitted Material that you provide to MTI ShowSpace, and MTI ShowSpace may delete or destroy any such Submitted Material at any time.
If you choose to deactivate your account on the Site (pursuant to Section 16 of this User Agreement), any Submitted Materials remaining on the Site shall continue to be available to users of the Site and others. If you wish to make Submitted Materials unavailable after you deactivate your Site account, please delete them from the Site before you deactivate.
6. Rules of Conduct. While accessing or using the Site, the Site Content and the various other features available on the Site, in addition to any other supplementary terms and conditions that may be posted or otherwise made available on the Site, you agree that you shall not:
7. Terms and Conditions Applicable to Community Rentals
8. Public Forums. The Site may include certain features that would allow users to interact and communicate with each other and/or with the general public (such as messaging services, chat services, wikis, bulletin boards, message boards, blogs and other similar forums, areas and services) (collectively, the “Forums”). All of the terms and conditions set forth in this User Agreement (as well as any other applicable, supplementary terms and conditions posted or otherwise made available in connection with particular features or services on the Site), are applicable to your use of the Forums. It is important to remember that content submitted to a Forum may be recorded and stored in multiple places, both on the Site and elsewhere on the Internet, and you may have no control over who will access or view them eventually. Therefore, you should be careful and selective about the information and content that you choose to disclose in such Forums and on the Site in general about yourself and others, and in particular, you should not disclose any sensitive, personally identifiable, proprietary or confidential information or content in your submissions to the Forums.
9. Right to Monitor and Editorial Control. MTI ShowSpace reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the Site (including, without limitation, the Forums). MTI ShowSpace is not responsible for any such materials. However, MTI ShowSpace reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in MTI ShowSpace’s sole discretion, are objectionable or in violation of this User Agreement, MTI ShowSpace’s policies or applicable law. MTI ShowSpace may also impose limits on certain features or restrict your access to part or all of the Site, without notice or penalty, if MTI ShowSpace believes you are in breach of this User Agreement or applicable law, or for any other reason without notice or liability.
10. Indemnification. You agree to defend, indemnify and hold MTI ShowSpace and its and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from (i) your use of the Site or the Site Content, (ii) your Submitted Materials, in whole or in part, or (iii) your breach or violation of the law or this User Agreement. MTI ShowSpace reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense.
11. Orders for Products and Services. We may invite you to make an offer to acquire certain products and services for purchase from the Site. You may only make such offers for products or services if, and you hereby represent and warrant that, you are domiciled in the United States and you are 18 years old (or the age of majority in your jurisdiction) or older. If we accept your offer, you agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to MTI ShowSpace. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products and services that you may be able to purchase or download on or through the Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.
12. Linking to the Site. You agree that, without the prior express permission of MTI ShowSpace: (a) if you include a link from any other web site to the Site, such link shall open in a new browser window and shall link to the home page of the Site; (b) you are not permitted to link directly to any image hosted on the Site, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site; and (c) you may not link from any other web site to the Site in any manner such that a the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. The posting or creation of a link to any the Site signifies that you have read the restrictions described herein and agree to abide by their terms. MTI ShowSpace may, in its sole discretion, insist that any link to the Site be discontinued, and MTI ShowSpace may revoke your right to link to the Site from any other web site at any time upon written notice to you.
13. Third Party Web Sites. You may be able to link from the Site to third party web sites and third party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that MTI ShowSpace has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship thereof by MTI ShowSpace. If you choose to rely on any Linked Site, you are doing so at your own risk, and you assume all responsibilities and consequences resulting from such choice.
14. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FORUMS, CONTENT, FUNCTIONS, DOWNLOADS AND MATERIALS, ARE PROVIDED "AS IS," "AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND MTI ShowSpace HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. MTI ShowSpace DOES NOT WARRANT THAT THE SITE, THE SERVICES, THE FORUMS OR THE SITE CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL. MTI ShowSpace MAKES NO WARRANTY THAT THE SITE, IN WHOLE OR IN PART, WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MTI ShowSpace, OR FROM OR THROUGH THE SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MTI ShowSpace ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OR UPLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOU SHOULD DISCONTINUE USING THE SITE. MTI ShowSpace DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY SITE CONTENT OR ANY SUBMITTED MATERIALS, OR ANY OPINION, RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND MTI ShowSpace EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUBMITTED MATERIALS AND ANY OTHER CONTENT, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE SITE CREATED OR PROVIDED BY USERS OR OTHER THIRD PARTIES. USE OF THE SITE, CREATION OF AN ACCOUNT OR THE SUBMISSION OF ANY SUBMITTED MATERIALS DOES NOT GUARANTEE ACCEPTANCE OR USE THEREOF.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, MTI ShowSpace AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH MTI ShowSpace OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY MTI ShowSpace (OR ITS LICENSORS OR THIRD PARTY PROVIDERS OR SUPPLIERS) “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND MTI ShowSpace OR ITS LICENSOR OR SUPPLIER.
15. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL MTI ShowSpace, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS OF OR RELATED THERETO, YOUR PROVISION OF INFORMATION OR CONTENT VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST USERS OF THE SITE, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS USER AGREEMENT OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE AMOUNT(S), IF ANY, PAID BY YOU TO MTI ShowSpace FOR YOUR USE OF THE SITE, OR (B) TEN DOLLARS ($10). ALL USERS OF THIS ARCHIVE SITE UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS USER AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
16. Jurisdictional Issues. The Site is intended for users who are located in the United States of America. MTI ShowSpace does not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site 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. Software from the Site is further subject to United States export controls. No software from the Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (iii) in any other manner that violates U.S. law. By downloading or using any such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
17. Termination; Account Deactivation. MTI ShowSpace may terminate, change, suspend or discontinue any aspect of the Site at any time. MTI ShowSpace may restrict, suspend or terminate your access to the Site, to any Site Content and/or its services if we believe you are in breach of this User Agreement or applicable law, or for any other reason without notice or liability. MTI ShowSpace maintains a policy that provides for the termination in appropriate circumstances of the Site use privileges of users who are repeat infringers of intellectual property rights. Users who wish to deactivate their Site account should contact a Site administrator at firstname.lastname@example.org.
18. Miscellaneous. This User Agreement and the relationship between you and MTI ShowSpace shall be governed by the laws of the United States and the State of New York without regard to its conflict of law provisions. You agree that any cause of action that may arise under this User Agreement shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. MTI ShowSpace’s failure to exercise or enforce any right or provision of this User Agreement shall not constitute a waiver of such right or provision. If any provision of this User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this User Agreement remain in full force and effect. This User Agreement, together with any documents incorporated herein, as well as all other policies, guidelines and procedures published by MTI ShowSpace on the Site, contains the entire understanding and supersedes all prior understandings or agreements between us with respect to your use of the Site.
19. Copyright. We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to MTI ShowSpace’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the “DMCA”), named below:
Music Theatre International
421 West 54th Street
New York, NY 10019
Phone: (212) 541-4684
Fax: (212) 397-4684
Effective Date: June 18, 2009