NBCUniversal Digital Distribution Extranet Terms and Conditions of Use Agreement

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE AGREEING TO USE THIS SITE.

By using this site, you agree to abide by this Terms and Conditions of Use Agreement (the "Agreement").

NBCUniversal Digitial Distribution ("NBCUDD") reserves the right, in its sole discretion, to cancel, modify, alter or otherwise change the Agreement at any time.

WEBSITE PURPOSE, PASSWORD, AND EFFECTIVE DATE

This site is owned, controlled and operated by NBCUDD, 3000 W. Alameda Ave, Pinnacle 600, Burbank, CA 91523, United States of America. This site is presented solely for the purpose of enabling current licensees and approved vendors of NBCUDD and its affiliates' products (the "Users") to learn about such products, and for the purpose of enabling the Users to obtain certain promotional images for their NBCUDD licensed products (collectively, the "Purpose").

NBCUDD has provided the User a password (the "Password") which allows the User to access this site and the Materials contained therein (defined below). The User agrees not to allow use of the Password by any other person or entity and will keep the Password strictly confidential.

The User's right to download and use the Materials will begin as of the date the Password is assigned to the User, which date shall be deemed the effective date of this Agreement. NBCUDD reserves the right to terminate immediately the Agreement and the User's right to use the Materials at any time upon written notice to the User.

PROPRIETARY RIGHTS AND RESTRICTIONS ON USE

All materials on this site (including but not limited to text, images, illustrations, photographs, designs, logos, audio clips, and video clips) are owned and controlled by NBCUDD or its affiliates or by other parties that have licensed their material to NBCUDD or its affiliates and are subject to copyright, trademark, service mark and/or other intellectual property rights (collectively, "Proprietary Rights" or the "Materials"). The User acknowledges that it has only a limited license to reproduce and display the Materials subject to the terms of this Agreement and the license agreement pursuant to which it acquired rights in the underlying film (the "License Agreement") A breach of any of the terms and conditions of this agreement shall be deemed a material breach of the License Agreement and may, among other consequences, result in the termination of the License Agreement. The User agrees to include the copyright notice set forth in the Materials in each and every use made by the User of the Materials. Except as expressly provided in this Agreement, Materials used for any purpose other than the Purpose constitutes a violation of the Proprietary Rights and is prohibited. Furthermore, except as expressly provided herein, Materials may not be modified, copied, reproduced, published, republished, uploaded, posted, transmitted, retransmitted, distributed or publicly exhibited, in whole or in part, in any manner. Without limiting the generality of the foregoing, the use of any Materials from this site on any other website or networked computer environment is strictly prohibited.

The User further agrees not to allow the Materials to be reproduced or used by any other party and to take all reasonable and necessary steps to prevent the unauthorized duplication and use of the Materials and to advise NBCUDD promptly of any such unauthorized use. The User may not assign its rights under this Agreement without the prior written agreement of NBCUDD.

Except as part of a bone fide Pay-Per-View, On Demand TV Everywhere, Electronic Sell Thru or Mobile review, the User will not use the Materials in any way that is derogatory to, or critical of, the entertainment industry or of NBCUDD or its affiliates or of any of NBCUDD or its affiliates' officers, directors, agents, employees, affiliates, parents, or subsidiaries or of any motion picture or television program produced or distributed by NBCUDD or any of NBCUDD's affiliates.

DISCLAIMER

NBCUDD endeavors to provide current and accurate information on this site. Notwithstanding anything to the contrary contained in the foregoing, the Materials are provided "as is" and without warranties of any kind. To the fullest extent permissible pursuant to applicable law, NBCUDD disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Without limiting the generality of the foregoing, NBCUDD does not warrant or represent the correctness, accuracy or reliability of the information contained in this site. By means of example and not limitation, NBCUDD does not warrant or represent that the Materials are or will be available from NBCUDD; are or will be available in any specific territory; or are or will be available at any given time or over any given period of time. All Materials listed in this site are subject to rights clearance at the time of use. Furthermore, all information contained in this site is subject to change. All Users therefore are advised to contact their sales representatives concerning the availability of product in any territory.

NBCUDD does not warrant or represent that the functions contained in this site will be uninterrupted or error-free, that defects or errors in this site will be discovered or corrected, or that this site or the server that makes them available are free of viruses or other harmful components. The User assumes the entire risk or damage or liability resulting from the use of this site.

Neither NBCUDD, nor its affiliated or related entities, nor its content providers, shall be responsible or liable to any person or entity whatsoever (including, without limitation, persons or entities who may use or rely on the information in this site) for any losses, costs, damages (whether actual, consequential, punitive or otherwise), injuries, claims, actions or liabilities of any kind or nature whatsoever based upon or resulting from any use of this site, or any use of or reliance upon any information provided in this site.

NBCUDD does not warrant or represent that this site complies, in whole or in part, with any foreign laws, if and to the extent that foreign laws are applicable. Those who choose to access this site from locations outside of the United States of America do so at their own risk, and NBCUDD disclaims all liability associated with such access.

PUBLICITY AND CONFIDENTIALITY

The User shall in no event make, cause or authorize the disclosure, by any means and/or media, of any news stories, public announcements, public communications, public references, advertisements, claims of endorsement, or trade references relating directly or indirectly to this site or any information contained therein.

All non-public information of any kind or nature related to or contained in this site shall be kept strictly confidential by the User, and shall not be used for any purpose other than the Purpose (except as expressly provided to the contrary in this site).

LINKED SITES

In the event that this site contains links to any other sites ("Linked Sites"), whether or not NBCUDD is affiliated with such Linked Sites, NBCUDD shall not be responsible for their content. The Linked Sites are for the User's convenience only, and the User assumes all risk associated therewith. The information and opinions expressed in the Linked Sites are not necessarily those of NBCUDD, its affiliated or related entities, or content providers, and NBCUDD makes no representations or warranties regarding that information or those opinions.

PRIVACY AND SUBMISSIONS

NBCUDD respects the privacy concerns of the Users. However, in part to optimize web pages for each User's computer, and thereby to provide an enhanced online experience, certain non-personal information concerning the Users is recorded through the standard operation of NBCUDD's Internet servers. Information tracked includes, without limitation, the type of browser being used by the User, the type of operating system being used by the User, and the domain name of the User's Internet service provider. E-mail addresses and other personally identifiable data about the Users of this site are known to NBCUDD only when voluntarily submitted by the User. Personally identifiable information that may be collected in connection with Users' voluntary E-mail is retained by NBCUDD and not sold or otherwise transferred outside the company.

To the extent that Users submit E-mail, and such E-mail contains any notes, messages, postings, ideas, suggestions, concepts or other materials (collectively, "Submissions"), such Submissions shall be deemed gifts to NBCUDD and shall become the property of Universal City Studios, Inc. Universal City Studios, Inc. shall be entitled to use and exploit the Submissions (without payment to or any of its affiliates, including without limitation, NBCUDD, consideration for, or liability to the individual or entity responsible for the Submissions) throughout the universe in perpetuity in all media, markets and languages, and in any manner, for any purpose, and through any methods or means now known or hereafter devised.

JURISDICTION, SEVERABILITY, THIRD PARTY RIGHTS, WAIVER AND INTEGRATION

This site is owned, controlled and operated by NBCUDD from its offices within the State of California, United States of America. This Agreement, and any dispute arising out of any usage of any of the Materials, shall be governed by, construed and enforced in accordance with the laws of the State of California as it is applied to agreements entered into and to be performed entirely within such State, without giving effect to its conflict of law provisions, and by the law of the United States of America to the extent that they preempt California state law. In the event that any User of this site or NBCUDD brings an action to enforce this Agreement, or an action arising from or in any way connected with this Agreement and/or this site, then the state and federal courts located in Los Angeles County, California shall have exclusive jurisdiction thereof, and all users of this site expressly consent to the jurisdiction and venue therein. In connection with such an action, the prevailing party shall be entitled to an award of its reasonable attorney's fees.

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 be construed that the parties hereto are partners or joint venturers or that either party is the employee or agent of the other. No waiver by a party hereto of any failure by the other party 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.

If any aspect of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

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.

NBC Universal Cable ("NBCUDD") reserves the right, in its sole discretion, to cancel, modify, alter or otherwise change the Agreement at any time.

Revised January 10, 2015.