Subscription Agreement

Powergrid.thewrap.com Subscription Agreement
 as of: March 19, 2013

The website located at http://www.powergrid.thewrap.com (“the Site”) is owned and operated by The Wrap News, Inc., a Delaware corporation doing business as “PowerGrid Pro” (“PRO”). The Site contains information which may be of interest to entertainment industry professionals, aspiring filmmakers and screenwriters, and third parties. Access to and use of the Site is governed by this Subscription Agreement (“Agreement”). As used in this Agreement, “PRO,” “we,” “us” or “our” refers to PRO, and “you” or “your” refers to you, the user of the Site. The Agreement below is the agreement you consented to when you subscribed to the Site.

1. Credit Cards

The Site does not store any credit card information.  Should you need to update your information, please email powergrid@thewrap.com

2. Access and Passwords

As part of the subscription process for this Site, you have selected or been assigned a particular username and password (your “Credentials”). YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR CREDENTIALS, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR CREDENTIALS. You further agree that all actions taken by you, or by any other user who accesses the Site using your Credentials, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or were made in error. You assume all resulting liability from use of the Site and any services available on it by you or others using your Credentials. If you lose your password, please email powergrid@thewrap.com to obtain a new password.

3. Subscription Fees and Payments

PRO’S current Subscription Fees are posted on the registration page. Your subscription will continue and renew automatically unless terminated by PRO or until you notify PRO via e-mail or as designated on the Site of your decision to terminate your subscription. Your subscription fees and other charges (including any applicable taxes), if any, will be billed automatically to the credit card designated during the registration process for the Site or subsequently designated by you to PRO, at the start of the billing period, and at the start of each renewal period, unless you terminate your subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with your subscription to the Site (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges (including any applicable taxes) are nonrefundable. PRO may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Site using your Credentials without your authorization, you must notify PRO via e-mail to powergrid@thewrap.com. You are also responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service. YOU, AND NOT PRO, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

4. Terms of Use

Please read our Terms of Use at the bottom of any page of the Site.

5. Privacy Statement

Please read our Privacy Notice at the bottom of any page of the Site.

6. User Data

The Site may contain services that allow you to store your own, private information related to the data in the Site’s database such as notes on a given project or person (“Your Data”). As between us and you, you exclusively own all rights, title and interest in and to all of Your Data, subject to the limitations outlined in Section 10, “Submissions,” below. PRO will not review, share, distribute or reference Your Data except as provided under this Agreement or as may be required by law. Individual records or other portions of Your Data may be viewed or accessed only for the purpose of resolving a problem, support issues or suspected violation of this Agreement, or as may be required by law.

Your Data will be permanently deleted upon termination of your subscription to the Site. PRO does not currently have the capability to export Your Data programmatically, and thus PRO will not provide copies of Your Data to you upon termination of your subscription to the Site. If you wish to retain copies of Your Data, you should do so prior to termination of your subscription.

7. Your Conduct

The Site may contain bulletin board services, news groups, forums and/or other message or communication facilities (“Communication Services”) designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are prohibited from submitting to, posting on or transmitting through PRO any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” is prohibited. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content.

Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of PRO nor its affiliates, nor any of their officers, directors, employees, or agents. You acknowledge that PRO does not pre-screen all content, but that PRO and its designees shall have the right (but not the obligation) in their sole discretion to refuse, delete or move any content that is available via the Communication Services. Without limiting the foregoing, PRO and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You specifically agree that PRO is not responsible for any content sent using and/or included in the Site by any third party.

8. Copyright; Limitations on Use

Disclaimer

This website is a database of entertainment industry-related information compiled by The Wrap News, Inc., a Delaware corporation, doing business as PowerGrid Pro (“PRO”). While considerable effort has been made to ensure the accuracy of the information herein, PRO gives no warranty as to the accuracy of the information presented on the site. PRO reserves the right to withdraw or delete information from the site and from the database at any time.

This service is provided for the information of users only. It is not provided with the intention that users rely upon the information for any purposes. Accordingly, PRO shall under no circumstances be liable for any loss or damage, including but not limited to loss of profits, goodwill or indirect or consequential loss, arising out of any use of or inaccuracies in the information provided by the website. All warranties express or implied are excluded to the fullest extent permissible by law.

 

Copyright

All of PRO’s content, with the exception of User Data as defined in Section 6, “User Data,” of the Subscription Agreement, and unless otherwise indicated, is copyright © 2009-2013 The Wrap News, Inc. All rights reserved. Reproduction, distribution or transmission of any of PRO’s copyright-protected material by any means without the prior permission of PRO is prohibited outside the exceptions listed below.

You are welcome to link to PRO pages. When linking to PRO pages, please let your users know the links lead to PRO by including a phrase similar to “Information courtesy of ItsontheGrid.com. Used with permission.” For offline references please also include the URL powergrid.thewrap.com to compensate for the lack of a live link to the site.

 

User Posted Material

If you post content on or submit material to PRO, and unless we indicate otherwise, you grant PRO and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content (with the exception of User Data as defined in Section 6, “User Data,” of the Subscription Agreement) throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate our site’s policies and will not cause injury to any person or entity; and that you will indemnify PRO or its affiliates for all claims resulting from content you supply. PRO has the right but not the obligation to monitor and edit or remove any activity or content. PRO takes no responsibility and assumes no liability for any content posted by you or any third party.

 

The following activities are prohibited. You agree not to:

  • Use browsers or other applications that are capable of copying large portions of content from the Site. PRO can detect the use of these systems through live logfile analysis and will ban any future use by offenders.
  • Use robots, spiders and/or crawlers, or similar technology, without following the robot guidelines found at http://www.robotstxt.org/. We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/spider/crawler to check PRO links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests.
  • Use any device, software, routine or the like to interfere or attempt to interfere with any Site functionality;
  • Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure;
  • Use any e-mail addresses appearing on the Site for purposes not relating specifically to the Site;
  • Access the Site by any means other than through the interface that is provided by PRO, or attempt to access any area of the Site to which your access is not authorized; and/or
  • Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating to the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

9. Accuracy and Availability of Information

The Site contains a database of entertainment industry-related information and other content compiled by PRO. While we use commercially reasonable efforts to provide accurate information, PRO gives no warranty as to the accuracy of the database and other content on the Site. PRO reserves the right to withdraw or delete information or content from the Site at any time. This service is provided for the information of users only. It is not provided with the intention that users rely upon the information for any purposes.

10. Submissions

You may submit reviews, content suggestions, ideas, comments, questions, or other information to the Site (“Submissions”), so long as the Submissions comply with the restrictions in this Agreement. PRO does not pay or provide consideration for Submissions. All Submissions regarding improvement of or changes to the Site, including additions, deletions and changes to the data in the Site’s database, whether provided by PRO or users of the Site (“Site Submissions”), are PRO’s property and you hereby assign all rights, title and interest in and to the same to PRO.

With respect to all Submissions other than Site Submissions and Your Data as defined in Section 6, “User Data,” above (“Content Submissions”), you grant PRO and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content Submissions throughout the world in any media. You grant PRO and its affiliates the right to use the name that you submit in connection with such Content Submissions, if they choose. You represent and warrant that (a) you own or otherwise control all of the rights to the Submissions that you post; (b) that the content is accurate; (c) that use of the Submissions you supply does not violate this Agreement and will not cause injury to any person or entity; (d) you will comply with any Submission guidelines that are posted on the Site from time to time; (e) and that you will indemnify PRO or its affiliates for all claims resulting from Submissions you supply. PRO takes no responsibility and assumes no liability for any Submissions posted by you or any third party. No Submissions are subject to any obligation of confidentiality or limited use by PRO and PRO has no obligation to you for any use or disclosure of Submissions.

11. Links to Third Party Sites

PRO does not endorse the content on any third-party Web site, including Web sites of PRO’s affiliates (“Third-Party Sites”). PRO is not responsible for the content of Third-Party Sites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a Third-Party Site will be between you and the party providing that Web site. This means that PRO is not your agent and is not a party to any transaction at a Third-Party Site.

12. Representations and Warranties

You represent and warrant to PRO that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate; (c) you will be responsible for all use of your Credentials even if such use was conducted without your authority or permission; (d) you are at least 18 years old; and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.

13. Disclaimer of Warranties

ALL CONTENT, SOFTWARE, AND OTHER SERVICES PROVIDED AT OR FOUND WITHIN THE SITE ARE PROVIDED TO YOU BY PRO AND ITS AFFILIATES “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, AND PRO AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRO DOES NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OR CURRENCY OF ANY CONTENT FOUND ON THE SITE; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR SERVICES CONTAINED IN THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

14. Limitation of Liability; Exclusive Remedy

IN NO EVENT WILL PRO OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY PRO FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE YEAR PRIOR TO YOUR CLAIM. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 2, “SUBSCRIPTION FEES AND PAYMENTS,” ABOVE.

15. Limitation of Damages

IN NO EVENT WILL PRO OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, COVER, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER THEORY OF LIABILITY, AND EVEN IF PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Mutual Indemnification

We agree to defend you against any claim, demand, suit or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Site as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, however, that you a) promptly give us written notice of the Claim; b) give us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim unless the settlement unconditionally releases you of all liability); and c) provide to us all reasonable assistance, at our expense.

You agree to defend us against any Claim made or brought against us by a third party alleging that Your Data, or your use of the Site in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, us in connection with any such Claim; provided, however, that we a) promptly give you written notice of the Claim; b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally releases us of all liability); and c) provide you all reasonable assistance, at your expense.

17. Consent to Electronic Notices and Other Communication

You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in a “writing.” For example, we may send you notices via postings at the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided during registration. In such case, notice will be deemed given 3 days after the date of mailing.

18. Print a Copy for your Records

You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.

19. Termination

PRO may terminate your subscription and access, or suspend access to all or part of the Site, without notice, for any conduct that PRO, in its sole discretion, believes is in violation of this Agreement, any applicable law, or is harmful to the interests of another user, service provider, or PRO. PRO may also elect not to renew your subscription and access by providing a notice of non-renewal prior to the end of your current subscription term. Sections 4 through 6, 8 through 10, 12 through 17 and 20 of this Agreement will survive any termination or expiration of this Agreement.

 

20. General Provisions

  • Assignment. Neither party to this Agreement may assign its rights hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
  • Applicable Law and Disputes. This Agreement is governed by the laws of the State of California, without regard to principles of conflict of laws. Any dispute relating in any way to the Site or to services offered by or through the Site in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $2,500 shall be adjudicated in any state or federal court in the County of Los Angeles, California, and you consent to exclusive jurisdiction and venue in such courts.
  • Amendments. PRO may change the provisions of this Agreement from time to time at its sole discretion. When PRO changes the terms of this Agreement, PRO will notify you by e-mail or online postings on the Site. The changes will also appear in this document, which you can access any time by selecting Subscription Agreement at the bottom of any page of the Site. You already agreed to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the “I Agree” button when subscribing, if you use the Site after you have been notified of a change to this Agreement, you agree to be bound by that change. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any amendment, addendum or document incorporated herein by reference, the terms of the amendment, addendum or other document shall prevail.
  • Relationship of the Parties. The parties to this agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
  • Waiver and Cumulative Beneficiaries. No failure or delay by either party in exercising any right under this Agreement shall constitute a waver of that right. No term of this Agreement may be waived by PRO except in a signed, non-electronic writing signed by an authorized representative of PRO. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
  • Severability. If an provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
  • Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following your breach of Section 2, “Subscription Fees and Payments,” above.
  • Entire Agreement. This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
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