1. GENERAL TERMS OF SERVICE AND ACCEPTANCE
2. TERMS AND RULES CHANGES
MPS may change these Terms and Rules at any time and the changes will become effective on the 15th day after posting the revised Terms and Rules (the “Effective Date”). You are responsible for checking periodically for changes and your continued use of the Services after the Effective Date indicates your acceptance of the new Terms and Rules.
These Terms and Rules were last revised on Nov 1, 2018.
The Effective Date of these Terms and Rules is Nov 16, 2018.
3. MPS SERVICES; MPS CONTENT OWNERSHIP
A. Service Changes, Discontinuation. MPS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part of it) with or without notice. You agree that MPS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
B. User Modification and Termination. You agree that MPS, in its sole discretion, may terminate your password, account (or any part of it) or ability to use the Services, and remove and discard any User Content within the Services, for any reason or for no reason, including, without limitation, for lack of use, or for violating the letter or the spirit of these Terms and Rules. You agree that any termination of your access to the Services may be immediate and without prior notice. You further agree that MPS shall not be liable to you or any third-party for any termination of your use or ability to access the Services and that MPS shall not be required to delete or otherwise remove accounts or User Content (as described in section 4 below.) at any time. MPS reserves the right to take any action it deems necessary with respect to your user account and ability to use the Services.
C. MPS Content Ownership. The content on the website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“MPS Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to MPS, subject to copyright, trademark, and other intellectual property rights under the law. The content included in the Services, including all Web site design, text, graphics, photos, audio, video, the selection and arrangement thereof, and all software that are part of the Services (collectively, the “Content”) is owned or licensed by MPS and/or its licensors. All Content is made available to you for your personal, non-commercial use and may be stored on a computer only for such use. Publication, sale, redistribution in any form or medium, as well as modification or use of the Content, except as expressly permitted, is prohibited without the prior written permission of MPS.
D. Limits on Use of the Services. You agree not engage in any of the following: (i) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of the Services or the Registration Data or other data of any User (whether individually or in the aggregate); (ii) probe, scan or test the vulnerability of the Services, or breach the security or authentication measures on the Services; (iii) reverse look-up, trace or seek to trace any information on any other User of the Services, including any MPS account not owned by you, to its source, or exploit the Services in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information as provided for by the Services; (iv) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services; (v) use any device, software or routine to interfere or attempt to interfere with the proper working or authorized uses of the Services or with any other person’s use of the Services; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message transmittal you send on or through the Services; and (vii) impersonate any other individual or entity or misrepresent your identity or your affiliation with another individual or entity.
E. Links to Third Party Websites. The MPS website may contain links to third-party websites that are not owned, operated, or controlled by MPS. MPS has no responsibility for the content, terms and rules, privacy policies, or practices of any third-party websites, nor can MPS censor or edit the content of any third-party website. Your use of a third-party website is at your own risk, and you expressly relieve MPS from any and all liability arising from your use of any and all third party websites. The Services may provide you with opportunities to use certain sites, services, products, applications or content offered by or through third-party providers, including but not limited to advertisers, content and eCommerce providers (collectively “Third-Party Services”). Your use of any Third-Party Services is subject to any terms of service or conditions of use associated with the Third-Party Services. MPS does not control Third-Party Services and is not responsible for any Third-Party Services or for the contents thereof, including, without limitation, any links that may be contained in or accessible through Third-Party Services. MPS does not endorse any Third-Party Services or any products, content or communications linked to or accessible from the Services. You agree you are wholly responsible for making your own independent judgment regarding your user or interaction with Third-Party Services. You further acknowledge and agree that MPS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
F. Additional Guidelines. Additional limitations, conditions, rules, or operating guidelines (“Guidelines”) may be posted on a particular Service that will also apply to use of such Service, and such Guidelines are incorporated by reference into the Terms and Rules. You agree that MPS, in its sole discretion, may change the Guidelines of any Service or all of the Services at any time, with or without notice.
4. OTHER POLICIES INCORPORATED BY REFERENCE
B. Intellectual Property Policy / Digital Millennium Copyright Act Compliance. MPS has developed a detailed Intellectual Property Policy that is incorporated into these Terms and Rules. Please take the time to read our Intellectual Property Policy and Intellectual Property FAQ. As a User of the Services, you are accepting the terms of our Intellectual Property Policy.
5. USER CONTENT
A. Posting User Content. “User Content” means User-Transmitted content or information of any type or medium, including, without limitation, posts, letters, emails, personal User information, data, private messages, directions, computer programs, pictures, audio/visual works, and or other materials. You are individually and solely responsible for all User Content that you transmit through the Services. You agree to transmit only User Content which you own, have created or which you have express permission to transmit.
B. No Endorsement of User Content. You agree that you are individually and solely responsible for ensuring the User Content you transmit through the Services is in compliance with all applicable laws, including those governing intellectual property. You acknowledge and agree that MPS does not control, does not endorse and does not verify any User Content and is not responsible or liable for any User Content, even though it may be unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another. You acknowledge and agree that you shall not transmit through the Service any User Content which infringes the rights of any third party, including but not limited to intellectual property rights and privacy or publicity rights. In the event that such User Content (that User Content which infringes the rights of any third party, including but not limited to intellectual property rights and privacy or publicity rights) is Transmitted in any way through the Service, you shall Indemnify and hold the Services harmless for any said violation.
C. No Verification of User Content. You acknowledge that MPS makes no guarantee regarding the reliability, privacy, accuracy, legitimacy or quality of any User Content. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of such Content. Under no circumstances will MPS be liable in any way to you for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content Transmitted through the Service. You acknowledge there is no guarantee of privacy and no reasonable expectation of privacy for any Content on the Service. You acknowledge that MPS does not pre-screen User Content, and has no obligation to do so, but that MPS and its designees will have the right (but not the obligation) in their sole discretion to access, refuse, edit, move or remove any User Content that is Transmitted on or through the Services without notice or compensation. Without limiting the foregoing, MPS shall have the right to access any User Content and remove or restrict access to any User Content that violates these Terms and Rules or that MPS believes is otherwise objectionable.
D. No Privacy. You acknowledge and agree that MPS may preserve or disclose any User Content if it reasonably believes disclosure is required by law, or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms and Rules; (iii) respond to claims that any User Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of MPS, its users and the public.
E. Indemnification. You agree to defend, indemnify and hold harmless MPS, its members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the website or Services; (ii) Your violation of any term of these Terms and Rules; (iii) Your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claims that caused damage to a third party. This defense and indemnification obligation will survive these Terms and Rules and your use of the website or the Services.
6. GENERAL RULES
For the benefit of the entire MPS community, and to comply with applicable laws, we have certain general rules, which MPS will construe in its sole discretion. Because violation of these rules may be grounds for immediate termination of your right to use the Services or other actions by MPS, you should carefully read and follow them.
A. Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself as requested in the Services registration forms (the “Registration Data”). You agree to update the Registration Data to keep it current and accurate.
B. Guard Your Password.Upon completing the registration process, you will receive an account and select a password. You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur under your password or account. In the event of any unauthorized use of your password or account or any other breach of security, you must notify MPS immediately and promptly change your password.
C. Obey the Law. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, harassing, libelous (e.g., untrue and damaging to others), invasive of another’s privacy, abusive, threatening, or obscene, or that infringes the copyright (e.g., rights of an owner or authorized user of material) or other intellectual property rights of others.
7. USER CONDUCT
A. Community Conduct. By using and/or registering for the community boards, user pages, or other tools or applications for communicating, posting, or creating User Content (collectively the “User Tools”), you agree to use the User Tools only to post User Content that is proper and related to the particular forum. By way of example, and not as a limitation, you agree that when using the User Tools, you will not:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
(b) Post any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
(c) Post files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have expressly received all necessary consents.
(d) Post files or content that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
(e) Advertise or offer to sell any goods or services for any commercial purpose outside of our designated sales areas*.
*Members of therpf.com may purchase a “Premium Membership” which allows them to advertise their own goods and services outside of designated sales areas.
(f) Post surveys, contests, pyramid schemes or chain letters.
(g) Download any file posted by another User of a forum that you know, or reasonably should know, cannot be legally distributed in such manner.
(h) Restrict or inhibit any other User from using and enjoying any public area of the Services.
(i) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity.
If you choose to use language, such as a user name that, in MPS’s sole discretion, is obscene, indecent, offensive, or abusive or that might otherwise be objectionable or inappropriate, we reserve the right without prior notice to you to delete or change the offending language including your user name.
B. Usage; Privacy. Content or communications posted using the User Tools are public, not private, communications and others may read your communications without your knowledge or consent. You should not have any expectation of privacy relative to your communications through the User Tools. Always use caution when posting personal information especially when posting information that could personally identify you. Your posting of any User Content through the User Tools is done at your own risk. MPS is not responsible for its theft, copying or placement of that User Content on other media or networks. MPS does not control or endorse the content, messages or information found in any community and, therefore, MPS specifically disclaims any liability with regard to the User Tools and the content therein and any actions resulting from your participation or the participation of others using the User Tools. Community managers and hosts are not authorized spokespersons of MPS, and their views do not necessarily reflect those of MPS. Community managers and hosts do, however, set standards on their own community areas. By Transmitting User Content through the User Tools you grant MPS certain rights as described in Section 9 below.
C. Downloads. Any material or third party software downloaded through or for the use of the Services is done at your own discretion and risk, and MPS will not be responsible in any way for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from the Services or our third party service providers will create any warranty not expressly stated.
8. RIGHTS YOU GRANT TO MPS
A. User Content. By submitting any User Content through or to the Services, including on any User Tools or User Pages, you hereby irrevocably grant to MPS, its affiliates and distributors, a worldwide, royalty-free, non-exclusive, and fully sub-licensable license, to use, reproduce, modify, adapt, translate, publicly perform, publicly display, create derivative works from, transfer, transmit and distribute on the Services, in connection with promotion or elsewhere, such User Content (in whole or in part) and to incorporate the User Content into other works in any format or medium now known or later developed. MPS will take reasonable precautions to help you to keep your email and voice-mail messages private. The foregoing grants shall include the right to exploit any proprietary rights in such User Content, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You agree that the foregoing grant of rights by you to MPS is provided without any the entitlement of payment of fees or consideration.
B. Account Access. In order to ensure that MPS is able to provide high-quality services that are responsive to Users’ needs, you agree that MPS representatives will have access to your account and records as reasonably needed to investigate complaints. You are responsible for providing all personal computer and communications equipment necessary to gain access to the Services.
9. CHILDREN AND MATURE CONTENT
The Services are not directed to children under the age of 18. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parents or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Rules, and to abide by and comply with these Terms and Rules. MPS will not knowingly collect personally identifiable information on or through the Services from anyone under 13. Please be aware that certain areas on the Services contain mature content. You may be exposed to Content on the Services that you find offensive, indecent or objectionable. By using the Services you assume all risk associated with its use. We encourage parents to supervise their children’s use of the Services and maintain open communication regarding appropriate materials for use and viewing by their children.
10. OTHER LEGAL
A. Disclaimer of Warranties. You expressly understand and agree that:
(i) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(ii) MPS MAKES NO WARRANTY THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (c) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(iii) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AND USED AT YOUR SOLE RISK AND DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(iv) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY BY MPS.
B. Limitation of Liability.YOU AGREE THAT MPS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SERVICE;
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(iv) STATEMENTS, CONDUCT, POSTINGS, EMAILS, UPLOADS, OR TRANSMISSIONS OF ANY THIRD PARTY OR OTHER USER ON THE SERVICE (INCLUDING, BUT NOT LIMITED TO ANY POTENTIALLY DEFAMATORY OR TORTIOUS STATEMENTS, OR THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY ANY THIRD PARTY OR OTHER USER);
(v) ANY OTHER MATTER RELATING TO THE SERVICE.
C. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
D. Notices. Notices to you may be made via personal messages, email, or regular mail. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our Services or delivering them to you through email if you have provided MPS with your accurate email address.
E. Legal Disputes. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms and Rules must be filed within one (1) year after such claim or cause of action arose or be forever barred.
F. General. These Terms and Rules constitutes the entire agreement between you and MPS with respect to the Services and supersedes all prior agreements and understandings between you and MPS. MPS’s failure to enforce any provision of this agreement will not be construed as a waiver of any provision or right. In the event that a portion of this agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect.
G. Integration. These Terms and Rules, including its attachments, if any, represents the entire and integrated Agreement between the User and MPS, and supersedes all prior negotiations, representations, or agreements, either written or oral. These Terms and Rules may be amended only by a written instrument signed by both User and MPS, and is binding upon the Parties, their successors and assigns.
H. Severability. If any section, paragraph sentence or clause of these Terms and Rules is determined or declared to be invalid or unenforceable by any court of competent jurisdiction, the remainder hereof shall remain in full force and effect.
I. Binding Effect. These Terms and Rules shall be binding upon the Parties hereto, their administrators, successors, principals, agents, and assigns. In the event that these Terms and Rules is entered into by an Agent or Employee of any Artificial Entity, said Agent or Employee shall be deemed to have Actual and Apparent Authority to enter into this Agreement on behalf of the Principal/Employer/Artificial Entity, and these Terms and Rules shall be binding on the Principal/Employer/Artificial Entity.
J. Contra Proferentem. The fact that one party has drafted these Terms and Rules shall in no way be used against that party in construing the terms, condition, and obligations hereunder.
K. Governing Laws. For the purpose of these Terms and Rules the governing laws of the State of Delaware, USA, shall apply notwithstanding the fact that one or more Parties may now or later become a resident of another state.
L. Jurisdiction and Venue. By using the Services, the Parties hereto consent to the exclusive jurisdiction and venue of courts in Kent County, Delaware, USA, in all disputes arising out of or relating to these Terms and Rules.
M. Headings. Headings and captions used herein are solely for the convenience of the Parties and shall have no legal significance in construing the terms of these Terms and Rules.
N. Communications. All communications to Movie Prop Sites, LLC regarding these Terms and Rules shall be addressed as follows:
Sean M. Lynn, Esquire
103 South Bradford Street
Dover, Delaware 19904
BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND RULES, AND FURTHER AGREE TO HOLD THE OWNERS AND ADMINISTRATORS OF THE SERVICES HARMLESS FROM ANY LIABILITY WHATSOEVER RELATED TO THE ACCESS OR USE OF THE SERVICES, OR ANY INFORMATION OR MATERIALS APPEARING ON THE SERVICES.