Effective as of September 15, 2016
The content on the Website, including without limitation, the text, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Comedywire, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Comedywire reserves all rights not expressly granted in and to the Website and the Content. For clarity, as between the parties, you retain ownership of the User Submissions that you create.
This Agreement shall remain in full force and effect while you use the Website. You may terminate your use of the Website or your membership at any time by emailing email@example.com. Comedywire may terminate your access to the Website or your membership at any time, for any reason, and without warning. Sections 3, 6 and 8 through 13 shall survive termination of this Agreement for any reason.
Certain Content and features of the Website are made available in exchange for fees and may be subject to terms and conditions that supersede the terms of this Agreement. Comedywire may charge fees for all or some of the Website’s services in its sole discretion. If Comedywire terminates your registration or membership because of your breach of the Agreement, you will not be entitled to a refund of any unused portion of such fees, except to the extent required under applicable law.
6.1 The Website permits users to post their own content on the Website (“User Submissions”). You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You agree that Comedywire has no liability with respect to any User Submissions, including, without limitation, your own submissions, and you hereby irrevocably release Comedywire and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof. You represent and warrant that the posting of your User Submissions on or through the Website and their use as authorized herein do not and will not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity, or any applicable laws or regulations. By submitting your User Submissions to the Website, you give Comedywire all non-exclusive rights and licenses necessary to use and otherwise exploit such User Submissions for any purpose in connection with the Website and Comedywire’s other related services, including, without limitation, the right to modify, publicly display, reproduce and distribute such User Submissions. These rights are perpetual and irrevocable, but, as between the parties, you remain the owner of the User Submissions that you create. You also hereby do and shall grant each user of the Website a non-exclusive, perpetual, irrevocable license to access your User Submissions through the Website, and to use such User Submissions as permitted through the functionality of the Website and under this Agreement. 6.2 In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; or (iv) impersonate another person. Comedywire does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Comedywire expressly disclaims any and all responsibility or liability in connection with User Submissions. 6.3 Comedywire reserves the right to decide, in its sole discretion, whether Content or a User Submission is inappropriate, or violates the terms of this Agreement. Comedywire also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Website at any time, for any reason, without prior notice. Notwithstanding the foregoing, Comedywire assumes no responsibility for monitoring the Website, Content, or User Submissions for inappropriate conduct, or modifying or removing such conduct, Content or User Submissions from the Website. 6.4 It is Comedywire’s policy to (i) block access to or remove Content that it believes in good faith infringes any copyright; and (ii) remove and discontinue services to repeat offenders. 6.5 Comedywire reserves the right to discontinue any aspect of the Website at any time.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMEDYWIRE, ITS SUPPLIERS AND LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER COMEDYWIRE NOR ITS SUPPLIERS NOR LICENSORS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMEDYWIRE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY ADVERTISING, AND COMEDYWIRE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS OR SERVICES. THE WEBSITE IS CONTROLLED AND OFFERED BY COMEDYWIRE FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. COMEDYWIRE MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
You agree to defend, indemnify and hold harmless Comedywire, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including but not limited to, attorneys’ fees) arising from: (i) your use of and access to the Website or any Content that you post thereon; (ii) your violation of any term of this Agreement or of your representations and warranties set forth herein; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.
By using the Website, you represent and warrant that (i) all registration information you submit is accurate and truthful; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older (if you are agreeing to these terms and conditions on behalf of a minor, you certify to Comedywire that you are such minor’s legal guardian); and (iv) your use of the Website does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning if Comedywire believes that you are under 18 years of age and that your legal guardian did not authorize your Website membership.
IN NO EVENT SHALL COMEDYWIRE, ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMEDYWIRE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SUBJECT TO THE FOREGOING, COMEDYWIRE’S LIABILITY TO YOU FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMEDYWIRE FOR SERVICES IN CONNECTION WITH THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT COMEDYWIRE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU.
You may not transfer or assign this Agreement or any rights and licenses granted hereunder without Comedywire’s prior written consent. Comedywire may freely transfer, assign, or delegate this Agreement, and any of its rights or obligations hereunder.
If there is any dispute about or involving the Website, you agree that the dispute shall be governed by the laws of the State of California, without regard to conflict of laws provisions thereof. Unless otherwise elected by Comedywire, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of Comedywire’s principal place of business, and both parties hereby consent to such jurisdiction and venue. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Comedywire’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND COMEDYWIRE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
COMEDYWIRE COMMERCIAL USER AGREEMENT
Effective as of September 15, 2016
After registering with the Website as a commercial user, you will be granted access to the Website’s member area (“Member Area”). The Member Area features content available for licensing on the terms set forth herein (“Content”). Continued access to the Member Area is conditioned on your compliance with the TOU and this Agreement. You agree to provide true, accurate, current and complete information as prompted by the registration form. Either party may terminate this Agreement at any time upon email notice to the other, in which case your right to access the Member Area shall automatically terminate. You will be responsible for tracking all activity on your account, and you agree to: (i) maintain the security of your login information and not share it with any third party; (ii) notify Comedywire immediately of any unauthorized use or other breach of security; and (iii) accept all responsibility for activity that occurs under your account. Comedywire reserves the right to monitor user activity to ensure compliance with the terms of this Agreement. If Comedywire determines that you are in breach of this or any other term of this Agreement, it may suspend access to your account and seek further legal remedies.
When you select and, as applicable, pay for a specific piece of Content, you are granted a license to use, reproduce, distribute and display such piece of Content subject to the terms and conditions of this Agreement and to any additional terms and conditions specified in the applicable license terms. Each piece of Content is licensed to you for a single use, which means you can’t use a piece of Content and then allow third parties to use it, or if you sublicense a piece of Content to a client, you can’t use it for your own purpose or license it to any other third party. If you are selecting Content on behalf of one of your clients, you may sublicense to such client the rights granted to you herein, subject to the limitations and warranty disclaimers set forth herein. In that case, the licensed Content may only be used by the client you name as the “Licensee” at the time of license, but you will remain primarily liable under this Agreement.
Except pursuant to a license granted under Section 2 herein, you will not copy, distribute or otherwise exploit the Content or any portion thereof. All rights not expressly granted in this Agreement are reserved by Comedywire and its content suppliers, as applicable.
All requests for refunds must be made in writing or using the cancellation function on the Website. Provided that the request is made within seven (7) days and the licensed Content has not been used, Comedywire may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than seven (7) days from the license date or for subscription fees, which are non-refundable to the extent allowed by applicable law. In the event of an order cancellation, your rights to use the Content licensed under such order shall automatically terminate.
Withdrawal. Comedywire may discontinue licensing any piece of Content at any time in its sole discretion. Upon notice from Comedywire, or upon your knowledge, that any content may be subject to a claim of infringement, you will immediately, and at your own expense, cease using the Content, delete or destroy any copies thereof, and ensure that your clients, distributors and/or employees do likewise. Comedywire will provide you with replacement Content (determined by Comedywire in its reasonable commercial judgment) free of charge, subject to the terms of this Agreement.
THE CONTENT IS PROVIDED “AS IS”. COMEDYWIRE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONTENT OR THE MEMBER AREA AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Comedywire does not grant any right or make any warranty with regard to the use of any individual’s name or of any trademark contained in the Content. In that regard, you are solely responsible for determining whether releases are required in connection with your proposed use of the Content and for obtaining any such releases. You shall defend, indemnify and hold Comedywire harmless from and against (i) any failure to do so, (ii) any use of the Content in violation of the license terms applicable thereto, and (iii) any claim by a Content sublicensee.
COMEDYWIRE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY LEGAL OR EQUITABLE THEORY FOR (I) ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMEDYWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, OR (II) IN ANY EVENT, FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID BY YOU TO COMEDYWIRE DURING THE SIX (6)-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY, SO THESE MAY NOT APPLY TO YOU.
You agree that all creative, business, technical and financial information you learn or obtains in connection with the Website, including, without limitation, the identity of Content writers, or that is received in confidence from, or on behalf of, Comedywire or such writers, constitute “Confidential Information.” The terms of this Agreement shall also be deemed “Confidential Information.” You will hold in confidence and not disclose or use any Confidential Information. However, you shall not be obligated under this paragraph with respect to information you can document is or becomes readily publicly available without restriction through no fault of yours.
Nothing contained in this Agreement shall be construed to create a joint venture, partnership, association or other affiliation or like relationship between the parties and neither party shall have the ability to bind the other to any contract.
Sections 3 through 9 and any rights to payment shall survive termination of this Agreement for any reason; Content licenses will survive according to their specific terms. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions thereof. Unless otherwise elected by Comedywire, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of Comedywire’s principal place of business, and both parties hereby consent to such jurisdiction and venue. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Comedywire’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Comedywire may assign this Agreement to any third party.
COMEDYWIRE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY SENDING YOU A NOTICE VIA EMAIL. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. SUCH MODIFICATIONS ARE EFFECTIVE UPON NOTIFICATION. FALURE TO TERMINATE THIS AGREEMENT FOLLOWING SUCH NOTIFICATION CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS MODIFIED. YOU AGREE TO REVIEW THIS AGREEMENT REGULARLY TO ENSURE THAT YOU ARE UPDATED AS TO ANY CHANGES. THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND COMEDYWIRE CONCERNING THE SUBJECT MATTER HEREOF.