October 20, 2023
This End User License Agreement (the “Agreement”) sets forth the terms and conditions which apply to your use of this FOXFLASH website (the “Site”) and Materials (as defined in Section 1), which are offered by Fox Broadcasting Company, LLC (“FBC” or “we”). All references to “you” or “your” will be deemed to refer to you personally and your agency and/or your employer, as applicable. You acknowledge and agree that you are authorized to act and give consent(s) and authorization(s) hereunder, on behalf of your agency or employer, as applicable, and use the Site and obtain Material to use solely in accordance with this Agreement. By visiting the Site or downloading Material, information and/or photographs (subject to FBC’s further approval) from the Site, you agree that you will abide by the terms and conditions of this Agreement just as if you had signed this Agreement. If you do not agree to be bound by the terms of this Agreement, do not use this Site or the Material. FBC reserves the right to change or modify this Agreement, in FBC’s sole discretion, and reserves the right to withdraw or update any portion of the Site or Materials, including but not limited to Material, information and/or photographs available on the Site, or to suspend the rights of any user of the Site or Materials for any reason in FBC’s sole discretion. If you disagree with any modifications to this Agreement made by FBC, please do not make any further use of the Site or Material.
1. By completing the registration process and obtaining a password, you represent and warrant that you are authorized torequest, on behalf of yourself, your agency, or as applicable, your employer, a non-exclusive, limited license to use thematerial consisting of written executive biographical information and publicity materials, and photographs available through this Site (collectively, the “Material”). You further represent and warrant that you are authorized, on behalf of yourself, your agency, or your employer, as applicable, to obtain, secure and use Materials solely for informational, non-commercial, and publicity purposes only (collectively, “Limited Publicity Uses”) and/or in your editorial printed materials (“Licensee Publications”). You further represent and warrant that you are only using the Site (and will use Materials) solely in your professional capacity. FBC hereby grants you a non-exclusive, limited license to download and use a single copy of the Material for Limited Publicity Purposes and/or in Publications, all in accordance with this Agreement and strictly for the Limited Publicity Uses on Licensee Publications. You agree that you will not (and will not enable any third party to) sell, redistribute, repurpose, relicense, or sublicense the Material in any manner. All other uses of the Material, including, but not limited to, those involving advanced technologies, online services, artificial intelligence or machine learning, push technology, broadcast, and all other mediums are expressly reserved by and for the exclusive use by FBC. Passwords are non-transferable and you are responsible for the storage and security of your password and related credentials. You may not attempt to gain unauthorized access to the Site through hacking, password mining, or any other means, and you agree to notify FBC immediately if you suspect any unauthorized use of, or access to, your account or password.
2. You agree not to use the Material in any manner that is in any way objectionable, or in conjunction with other material or information that is in any way objectionable. As used herein, “objectionable” means any material or information in any medium or format, including, without limitation, text, data, graphics, audio or video content (or use of the content) that: (a) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way; (c) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party’s intellectual property rights of any kind, including, without limitation, copyright, patent, trademark, industrial design, trade secret, confidentiality or moral rights; (d) violates or encourages others to violate any applicable law; (e) promotes software or services that deliver unsolicited email; (f) contain direct links (by a single click) to web sites that contains information of the kind described in this definition; (g) interferes with the proper working of the Site by introducing any viruses, Trojan horses, worms or other material that is malicious or technologically harmful; or (h) use any robot, spider or other automatic device, process or means to access the Site, including for copying any Material on the Site, or use any manual process to copy any of the Material on the Site for any purpose not expressly stated in this Agreement.
3. You agree that FBC or, as applicable FBC Affiliate(s), as determined by FBC is the exclusive owner(s) of all rights, title,and interest in and to the Material, including, without limitation, all copyrights, trademark rights and publicity rights associated therewith and therein. You agree not to use the Material in any way that may violate or is inconsistent with the terms of this Agreement or in violation of applicable law. FBC shall, at all times, anywhere in the world and in all media, have the right to use and authorize others to use the Material in any manner and in FBC’s sole discretion. For purposes of this Agreement: (a) “Fox Affiliate(s)” shall be defined as any entity that directly or indirectly controls, is controlled by, or is under common control with FBC, and (b) all references to FBC in this Agreement will be deemed to also refer to Fox Affiliate(s), where applicable.
4. The term of the license to Material shall commence upon your registration with the Site and FBC’ written approval, continue as long as you continue to access the Site and/or use the Materials, subject to FBC’s right of termination under Section 9 of this Agreement. You represent and warrant that any information you provide on the Site or in connection with your registration on the Site is true and accurate.
5. You agree that you will not use the Material in advertisements or promotions of any kind, including, without limitation, in connection with promotional or marketing tie-ins.
6. You agree that any use of Material will only be used for Limited Publicity Uses and/or in the Licensee Publications and in no event will you alter, edit or otherwise manipulate Material in any way or enable any third-party to do the same.
7. You agree that you will not take or use still "screen grab" images from moving of the Material on the Site or elsewhere, without FBC’s prior written consent in each instance. You understand and agree that if the Material contains audio and/or video elements, then you shall not be entitled to use any such audio and/or video Material without FBC´s prior written approval.
8.Except as otherwise expressly provided in this Agreement, you may not use FBC logos, names or brandings or other proprietary graphics of FBC.
9. This Agreement may be terminated by FBC at any time and in FBC’s sole discretion. Immediately upon the termination of this Agreement, you shall cease all use(s) of the Material and remove all Material from Licensee Publications, take down all hyperlinks to the Site, delete all saved Material from your archive and computer, and securely destroy all Material in physical, and printed format (unless directed by FBC to return to FBC).
10. You agree to indemnify and hold FBC, its FBCAffiliates, stations affiliated with FBC, producers of FBCcontent and Material, each advertiser, sponsor and their advertising agencies, subcontractors and other partners, and their respective officers, executives, agents, partners, and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your use or misuse of the Site or the Material (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any Material that you transmit or publish.
11. Governing Law; Jury Trial Waiver; Barred Actions. This Agreement will be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. Except with respect to disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement referenced below, you and FBC agree to submit to the exclusive jurisdiction of the courts located in Los Angeles, California to resolve any dispute arising out of the Agreement, the Site or Material.
YOU HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTYCLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR MATERIAL.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR MATERIAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
13.DISCLAIMER. FBC intends to provide the most current information available about FBC’s executives and leadershipand to make efforts to ensure that the Materials on the Site are updated on a regular basis. However, FBC makes no guarantee that the Materials on the Site are accurate and FBC is not responsible for any errors or omissions in the Materials provided. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND FBC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE OPERATION OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FBC makes no guarantees with respect to the Materials provided on this Site, and neither FBC nor any of its employees, staff, officers, directors or agents, shall have any liability as a result of your use of Material or the Site, including, without limitation, internet disruption, interrupted service, errors or delays in providing the Site. In no event shall FBC be liable for indirect, exemplary, special, incidental or consequential damages, or costs, including, but not limited to, any lost profits or revenues, loss of use or goodwill, or any third-party claims, even if such party has been advised of the possibility of such damages.
14. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FBC'S LIABILITY TO YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICABLE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICALE TO FBC FOR USE OF MATERIAL ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FBC WILL NOT BE LIABLE TO YOU,YOUR AGENCY, EMPLOYER, AND/OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU, YOUR AGENCY, OR YOUR EMPLOYER, AS APPLICABLE TO FBC FOR ACCESS TO THE SITE AND LIMITED PUBLICITY USES OF MATERIAL, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE FBC SERVICES.
YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICABLE ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU, YOUR AGENCY AND/OR YOUR EMPLOYER, INCUR ARISING OUT OF FBC’S ACTS OR OMISSIONS OR YOU, YOUR AGENCY AND/OR YOUREMPLOYER'S USE OF THE SITE OR MATERIAL ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE, YOU, YOUR AGENCY OR YOUR EMPLOYER, TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SITE OR MATERIAL.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FBC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
15. Arbitration Agreement and Class Action Waiver
(a) FBC, including FBC Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and FBC, regarding any aspect of your relationship with FBC, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and FBC agrees to give up the right to sue in court.
(b) The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and FBC, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and the FBC that arise from or in any way relate to or concern any products or services provided by FBC, including but not limited to your Limited Publicity Use of the Material on the Site (as defined above), this Arbitration Agreement, any other aspect of this Usage Agreement (including their applicability and their conformance to applicable law), any billing disputes, and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Arbitration Agreement are that (i) each of you and FBC retains the right to sue in small claims court and (ii) each of you and FBC may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator.
(c) Each of you and FBC also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and FBC (see paragraph i below).
(d) There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow this Agreement. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages) provided that they are recoverable under this Agreement.
(e) This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this Agreement.
(f) Any arbitration between you and FBC will be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”), as modified by this agreement to arbitrate. The arbitration shall be conducted by a single, neutral arbitrator, and if you and FBCcannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules, with the participation and involvement of FBC and you pursuant to JAMS Rule 12. The JAMS Rules are available on its website at https://www.jamsadr.com/consumer-minimum-standards/. The Consumer Arbitration Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator is bound by the terms of this Agreement.
(g) If either you or FBC wants to arbitrate a claim, you or FBCmust first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the FBC Service to which the Notice relates, and the relief requested. Your Notice to the FBC must be sent by mail to: Arbitration Notice of Dispute, 2121 Avenue of the Stars, 12th Floor, Los Angeles, California, 90067. The FBC will send any Notice to you at the contact information we have for you or that you provide. It is the sender’s responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.
(h) If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the JAMS Rules. Further instructions on submitting a Demand for Arbitration may be found at https://www.jamsadr.com/submit/. In addition to filing this Demand for Arbitration with JAMS in accordance with its rules and procedures, you must send a copy of this completed Demand for Arbitration to the FBC at the address listed above to which you sent your Notice of Dispute.
(i) You and the FBC acknowledge and agree to abide by the following rules for arbitration:
(i) YOU AND FBC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (ii) the FBC will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph f above; (iii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law and the terms of this Agreement; and (iv) each side pays his, her or its own attorneys' fees, except as otherwise provided in paragraph l below.
(j) JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against FBC, you and the FBC acknowledge and agree to abide by the following:
If you are seeking to recover less than $10,000 (inclusive of attorneys’ fees), FBC will pay the filing fee on your behalf or reimburse your payment of it.
If you are seeking to recover $10,000 or more, you will have to pay the filing fee charged by JAMS, but FBC will reimburse the filing fee if you prevail on all claims decided upon by the arbitrator.
FBC and you agree that, if the claims to be arbitrated total less than $10,000 (inclusive of attorneys’ fees), the claim ordinarily should be decided on written submissions only, without a telephonic or in-person hearing. FBC will not request a hearing for any claims totaling less than $10,000. This provision shall not be construed by the arbitrator to deprive you of any rights you may have to a telephonic or in-person hearing in your hometown area pursuant to the JAMS Rules.
FBC and you agree that, if the claims to be arbitrated total $10,000 or more, the arbitration will occur in a manner and place consistent with the JAMS Rules.
(k) Regardless of how the arbitration proceeds, each of you and FBC shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.
(l) Each of you and FBC may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys' fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys' fees, and in such instance, the fees awarded shall be determined by the applicable law(s). In addition to whatever rights you may have to recover your attorneys’ fees under applicable law, if you prevail in the arbitration, and if FBC failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than FBC’s highest settlement offer, then FBC will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If FBC wins the arbitration, you will be responsible for your own attorneys’ fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by applicable law.
(m) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party's individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by this Agreement. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief not allowed under this Agreement. The arbitrator also may not order FBC to pay any monies to or take any actions with respect to persons other than you, unless FBCexplicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless FBCexpressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
(n) You and FBC agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, You and FBC agree that an order confirming award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.
(o) With the exception of subpart (i) in paragraph (i) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (i) in paragraph (i) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against FBCmust be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
16. FBC reserves the right to modify or amend this Agreement without notice at any time, and such modification will be effective upon posting by FBC on this Site. You agree to be bound by any changes to this Agreement when you use the Site after any such modification is posted. It is therefore important that you read this page regularly to ensure you are updated as to any changes. If you become aware of misuse of this Site by any person, please contact the Site Administrator at [email protected] with your concerns.
17. The failure of FBC to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
You agree that any notices the FBC may be required by Applicable Law to send to you will be effective upon FBC’s sending an e-mail message to the e-mail address you have on file with FBC or publishing such notices on the informational page(s) of the Site.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and FBC as a result of this Agreement or your use of the Site or Material. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Nothing contained in this Agreement limits FBC’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site and/or Materialor information provided to or gathered by FBC in connection with such use.
18.Application on the Site to use Material does not guarantee access.
19. Non-compliance with any terms or conditions in this Agreement will result in immediate revocation of the license to Material.
FOR AVOIDANCE OF DOUBT, YOUR USE OF THE MATERIAL AFFIRMS YOUR ACCEPTANCE OF, AND AGREEMENT TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
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