Last Updated April 30, 2020
IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OUR WEBSITES, USE OUR SERVICES, OR APPLY TO ONE OF OUR PRODUCTIONS.
If you are applying to participate in one of our Productions:
1. All representations and communications to us must be true and complete. For instance, the personal information you provide us must be true (i.e. you are who you say you are). You must meet the eligibility requirements to be considered as a contestant.
3. All photos, images, and other information you submit to us (“Materials”) must be original. You represent and warrant that all Materials are 100% original and do not violate the right of privacy or publicity of, or constitute a defamation against, any person or entity; that the Materials will not infringe upon or violate the copyright or common law rights or any other rights of any person or entity; and that there are and will be no encumbrances, liens, conditions or restrictions whatsoever upon or affecting such Materials. You agree to us and any broadcaster or exhibitor of the Production for all damages and expenses (including reasonable attorney's fees) arising out of any breach or failure of the warranties made herein. The Materials become our exclusive property and cannot be returned at any time. We may, but are not obligated to, use the Materials in connection with the show, in any way, in any medium, worldwide, in perpetuity.
4. You acknowledge that submitting an application does not guarantee you will be selected as a participant on any Production. We select participants in our sole and absolute discretion.
5. You irrevocably and unconditionally release and forever discharge us and our affiliates from any and all claims, actions, complaints, damages, demands, allegations, suits, liabilities, losses, liens, costs, expenses and injuries of any kind whatsoever relating to, or by reason of your participation in or in connection with the Production (including, without limitation, the participant application and selection process and your appearance or non-appearance on the Production). Further information on your release and waiver of all claims can be found in Section 13 below.
6. For the avoidance of doubt, the rest of the Terms below also apply to you. Please read all of these Terms carefully.
2. YOUR ACCOUNT
2.1. Protecting Your Account. We may make certain areas of the Website accessible only to Registered Users. If we do so, we will treat anyone who is using your account as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of any person using your account. We also ask that you notify us immediately if you suspect that someone is using your account in this or any inappropriate manner. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.
2.2. Adopting a Username. You shall not adopt a username that impersonates or otherwise suggests some relationship or affiliation with another person or entity. We reserve the right to require changes to any username that violates this policy in our sole discretion.
2.3. Consent to receive SMS text messages. The registration process may provide Registered Users with the ability to establish an account through Short Message Service (SMS) text messaging, which allows them to gain access to certain areas of the Website and Application that are accessible only to Registered Users. By becoming a Registered User, you consent to receiving a SMS text message from us as part of the registration process.
2.4. Age Eligibility. YOU MUST BE AT LEAST 21 YEARS OLD TO APPLY TO ONE OF OUR PRODUCTIONS AND OTHERWISE AT LEAST 18 YEARS OLD TO USE OUR WEBSITES AND SERVICES. The content on our Website is for MATURE AUDIENCES ONLY, and we do not permit anyone under the age of 18 (or the applicable age of majority in a user's jurisdiction) to register, access, or otherwise using our Services.
4. YOUR RIGHTS
4.1. Grant of Rights to Registered Users. Subject to Your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Website and Five Hudson LLC Content (defined below) solely for Your personal purposes, provided that you shall not (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Five Hudson Content to any third party; (ii) modify or make derivative works based upon the Five Hudson Content; or (iii) reverse engineer, reverse compile, or access the Five Hudson Content in order to build a competitive product or service. You may access and view certain other areas of the Website accessible only to Registered Users, for use solely in conjunction with the Services and as provided in these Terms, and you may not modify, copy, distribute, or otherwise use the Five Hudson Content or Services.
4.2. Duration of Rights. You will continue to enjoy your rights under Section 4 (Your Rights) for as long as you are a Registered User, unless your account is revoked or suspended for misconduct, as set out in Section 9 (Suspension of Use).
5. OUR IP RIGHTS
The information, software, artwork, text, video material, audio material, articles, pictures, graphics, other media, trademarks, trade dress, logos, brand elements, the look and feel of the Website, and other intellectual property embodied in theWebsite, or Services (collectively, "Five Hudson Content") are protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries, and are owned by and/or licensed to Five Hudson, or are used under the principles of fair use.
Company and its licensors retain all rights with respect to the Website, Services and the Five Hudson Content except those expressly granted to you in these Terms. You agree not to copy, duplicate, publish, display, distribute, modify, upload, share (other than as contemplated in these Terms). or create derivative works from the material presented through the the Website and/or through the Services, in whole or in part, unless specifically authorized in writing by Company.
The trademarks, logos, and service marks displayed on the Website (the “Trademarks”) are the trademarks of Five Hudson and other parties. You do not have, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of Five Hudson or the third party that owns the Trademark specific for each such use. Your use of the Trademarks, except as provided in these Terms, is strictly prohibited. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the Trademark owner’s benefit, whether Five Hudson or a third party.
Elements of the Website and Application are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of these elements may be retransmitted without our express, written consent for each and every instance.
6. ENGAGING WITH THIRD PARTIES
The Services contain features that connect you with third parties (including, without limitation, other RegisteredUsers) and third-party content. Your interaction with these third parties are solely between you and such third party. If there is a dispute or disagreement between you and any third party, we are under no obligation to settle the dispute or to become involved in any other way. We recommend you investigate to your satisfaction any third parties with whom you engage on our Website. We are not a party to any agreement between one or more Registered Users.
7. RIGHTS YOU GRANT US
7.1. Grant of Rights to Company in User Content. You own the User Content you submit on our Website. However, by submitting User Content, you grant Company the royalty-free, perpetual, irrevocable, non-exclusive, sublicensable, worldwide license to use, copy, reproduce, reformat, index, modify, distribute, perform, publicly display, or prepare derivative works of such content. The purpose of this license is to allow us to operate our Services, promote our Services, and promote your content on our Website. No compensation will be paid with respect to Company's use of your User Content under this grant.
7.2. Registered User Comments/Feedback. Our Website may allow Registered Users to provide comments or feedback regarding our Website and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Website and our Services, and for marketing purposes.
7.3. Rights/Permissions You Must Have in Your Submitted Content. In submitting User Content, you warrant that you have sufficient authority and rights to post such Content and to provide us these use rights.
8. CODE OF CONDUCT
As a condition to your use of the Website and the Services, you agree to follow our Code of Conduct (“Code”) set out below. The Code applies to any User Content you submit and comments.
Share only the content you’ve created or have the right to share. You shall not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as television shows, music, videos, games, images, and text in electronic form -- can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. You may not transmit these materials over the Website without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
You shall not transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. You shall not use the Website to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms. You shall not seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Website. Finally, you shall not use the Website to test or reverse engineer the Website in order to find limitations, vulnerabilities or to evade filtering capabilities.
You shall not use the Website in a manner that could disable, overburden, or impair the Website or Services or interfere with any other party's use and enjoyment of the Website and Services. Do not post repetitive comments (“spam”).
You shall not use the Website for any purpose that is unlawful or prohibited by these Terms. You shall not use the Website to support or praise terrorism, organized crime, or hate groups. Offering sexual services, buying or selling firearms and explosives (including firearm parts and ammunition) or prescription drugs is not allowed, even if doing so is legal in your jurisdiction. You shall not promote online gambling. We do not permit child sexual exploitation of any kind on the Website: you shall not upload or otherwise transmit any User Content that depicts any sexual activity involving minors or minors in a sexualized context, or that advocates for the sexual exploitation of children. Soliciting, displaying, sharing, or viewing imagery of nude, sexualized, or sexual activity with minors, or threatening children in any manner is strictly prohibited. When we are made aware of content promoting child sexual exploitation, such content will be removed and reported to The National Center for Missing & Exploited Children. Do not use the Website to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).
10. LINKED SITES
11. USER CONDUCT AND DISPUTES
Company is not responsible for and is not liable for the User Content or conduct of Registered Users. You are solely responsible for your User Content, conduct, and interaction with other Registered Users, both online or offline. We have no obligation to become involved in disputes between Registered Users. If you have a dispute with one or more Registered Users, you release Company (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
12. WARRANTY DISCLAIMER
Your access to and use of the Services or any Five Hudson Content and User Content (collectively, “Content”) are at your own risk. YOU ACKNOWLEDGE THAT THE WEBSITE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. You understand and agree that the Website and all Services and Content are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, FIVE HUDSON LLC DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Company does not make any warranty or representation, and disclaims all responsibility and liability, for: (i) the completeness, accuracy, availability, timeliness, security, reliability, or legality of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website or Services or any Content, including harm causes by viruses or similar destructive features; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or specific results or be available on an uninterrupted, secure, or error-free basis. We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). Some jurisdictions do not allow the exclusion of certain warranties. Therefore, some of the above limitations on warranties in this section may not apply to you.
13. GENERAL LIMITATION OF LIABILITYWe cannot always predict what issues might arise with the Services we provide. Therefore, our liability shall be limited to the fullest extent permitted by applicable law. As referenced in Section 6 of these Terms (Engaging with Third Parties), you agree that we are not responsible or liable for any loss or damage of any kind or nature incurred as a result of engaging with third parties on our Website or through our Services; in the event you have a dispute or disagreement with any third party, you release us and our affiliates, and all of our officers, employees, agents, and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or disagreements. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO YOU, INCLUDING, BUT NOT LIMITED, FOR ANY BREACH OF CONTRACT, TORT, OR NEGLIGENCE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST PROFITS, REVENUES, INFORMATION, OR DATA) THAT ARISE OUT OF OR ARE RELATED TO THESE TERMS OR YOUR USE OF THE COMPANY WEBSITE AND RELATED SERVICES AND CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any causes beyond our control, such as (i) the performance or nonperformance of third parties, , and (ii) acts of nature, such as fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, outages of third-party connections, utilities, or telecommunications networks, and related failures or degradations.
Additional Release of Claims for applicants and participants of Productions:
In addition, without limiting any of the waivers, releases, indemnities, or other limitations of liability provided by these Terms: To the maximum extent permitted by law, on behalf of yourself and your heirs, next of kin, spouses, guardians, employees, agents, contractors, representatives, executors, administrators, successors, licensees and assigns (collectively, the “Releasing Parties”), you irrevocably and unconditionally release and forever discharge each of the released parties from any and all claims, actions, complaints, damages, demands, allegations, suits, liabilities, losses, liens, costs, expenses and injuries of any kind whatsoever (including, without limitation, attorneys' fees and costs and expert witness fees) (collectively, “Claims”) directly or indirectly caused by, arising out of, resulting from, relating to, or by reason of your participation in or in connection with any Productions (including, without limitation, the participant application and selection process, any travel you undertake in connection with your participation in or in connection with the Productions, any exploitation of the Productions, your appearance on the Productions, the failure of Company to select you as an on-camera participant in the Productions, the cancellation of the Productions, the exercise by Company or anyone else of any rights granted by you under these Terms, or any taxes or other obligations you may incur as a result of your participation in the Productions), on any legal or equitable theory whatsoever (including, without limitation, negligence, rights of privacy and publicity, defamation, false light, infliction of emotional distress, breach of contract, copyright infringement, and claims based on dissatisfaction with any prize) (collectively, the “Released Claims”). The Released Claims specifically include, without limitation, any and all complaints to and proceedings before the FCC, and any claims resulting from the actions of another participant or any other third party at any time, or from any defect in or failure of equipment, warnings or instructions, or your application or preparation for, participation or appearance in or elimination from the series, or activities associated with the series, whether occurring before, during or after your actual participation in the series, and whether or not caused by or arising out of the negligence, gross negligence, or intentional misconduct of any of the released parties. To the maximum extent permitted by law, you also agree not to sue or institute any other legal proceedings against any of the Released Parties based on any of the Released Claims hereunder. There is a possibility that, if you are selected as a participant, you may discover facts or incur or suffer claims that were unknown or unsuspected at the time you first applied to participate, and which, if known by you at that time, may have materially affected your decision to apply. You have assumed any risk of such unknown facts and such unknown and unsuspected claims. You are aware of the existence of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Notwithstanding this provision, this release will constitute a full, final, and complete release, accord and satisfaction of each and every of the Released Claims that you have or may have, at any time, against any of the Released Parties. To the maximum extent permitted by law, you knowingly and voluntarily waive the provisions of Section 1542 of the California Civil Code, as well as any other statute, law or rule of similar effect of any other jurisdiction throughout the world, and acknowledge and agree that this waiver is an essential and material term of this release.
The term “Released Parties” means and refers to Company, the other participants in the Productions, all other persons and entities connected with the Productions, the broadcaster, exhibitor, or publisher of the Productions, all other parent subsidiary, related and affiliated entities, licensees, successors, assigns, designees, sponsors and advertisers of each of the foregoing, all of the respective managers, members, directors, officers, principals, executives, on-air talent, employees, agents, contractors, partners, shareholders, representatives and members of each of the foregoing and the respective heirs, next of kin, spouses, guardians, representatives, executors, administrators, successors, licensees and assigns of each of the foregoing.
You agree to defend, indemnify, and hold Company and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claims, costs, proceedings, demands, losses, damages, expenses (including, without limitation, reasonable attorney’s fees and legal costs), and any other liability of any kind or nature, arising from or related to (i) any breach or alleged breach of these Terms by you or any third party using your account, (ii) any violation of any laws or regulations by you or any third party using your account, and (iii) any gross negligence or willful misconduct by you or any third party using your account.
15. MODIFICATIONS TO THESE TERMS
We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of these Terms for your records.
16. NO ASSIGNMENT
These Terms shall not be assignable by you, either in whole or in part. Company reserves the right to assign its rights and obligations under these Terms, including, without limitation, in connection with a merger or acquisition, sale of assets or equity, or by operation of law.
17. GENERAL TERMS
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings and subheadings (whether in bold text/font or otherwise) are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. The failure by us to enforce any right or provision of these Terms or to address any breach by you or others will not prevent us from enforcing such right or provision or addressing other breaches by you or others in the future. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Company and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.
18. MANDATORY ARBITRATION
18.1. Individual Arbitration. Where a controversy, dispute or claim arises between you and us (including, without limitation, the scope or applicability of this agreement to arbitrate, each a “Dispute”) that cannot be resolved through direct communications between us, such Dispute will be resolved by way of confidential mediation or arbitration pursuant to the procedures of JAMS and administered by JAMS or its successor (“JAMS”) in accordance with the comprehensive rules and procedures, including the optional appeal procedure, of JAMS or any subsequent versions of the foregoing (collectively, “JAMS Rules”), including, without limitation the rules providing for limited discovery and other exchange of information and, to the maximum extent permitted by law, the rule providing that each party will pay pro rata its share of jams fees and expenses, as each of the foregoing are modified by this agreement. The JAMS rules are available at www.jamsadr.com. The parties to any dispute will first endeavor to resolve each dispute through mediation administered by JAMS before commencing any arbitration. Mediation and arbitration will be conducted in the county of New York, New York. The jams rules for selection of mediators and arbitrators will be followed, except that the mediator or arbitrator will be (i) an experienced mediator or arbitrator (as applicable) or (ii) a retired judge. Any appellate panel will consist of three neutral members which meet the foregoing requirements. Any arbitration award with respect to a dispute will be final and binding upon the parties to such dispute. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and we agree that each may bring claims against the other only in your or our individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding.
18.2. Limitation of Liability. You agree that, to the maximum extent permitted by law, and except as provided by Section 18.3, the damages recoverable by the parties to any dispute will be limited to actual damages, and such parties waive the right to seek, and will in no event be liable for, punitive or exemplary damages. The arbitrator will not have the authority to grant any remedies the parties to any dispute have waived herein.
18.3. Protection of Confidentiality and Intellectual Property. You agree that given the unique nature of the entertainment industry, which relies upon confidentiality and intellectual property rights, any breach of your confidentiality obligations pursuant to this agreement or any infringement by you of our intellectual property rights, would cause irreparable injury and damage that cannot be reasonably or adequately compensated by monetary damages in an action at law. Accordingly, you agree that, independent of the pendency of any arbitration or mediation, we will be entitled to seek and obtain injunctive and other equitable relief from a court of competent jurisdiction for any such actual or anticipated breach or infringement.
19. Jurisdiction and Venue
You agree to submit to the in personam jurisdiction of any federal or state court located in the County of New York, New York for purposes of: (i) enforcing the agreement to arbitrate set forth herein; (ii) confirming any arbitration award or entering judgment thereon; and (iii) any court proceeding under this paragraph. The exclusive venue of any court proceedings under this paragraph will be the appropriate state and federal courts in the State of New York. You waive any and all objections that they may have as to jurisdiction or venue in any of the above-referenced courts. You agree that service by Registered Mail within or outside the State of New York will constitute effective personal service on you for jurisdictional and appearance purposes. You and we expressly, voluntarily, and intentionally waive the right under applicable law either may have to a trial by jury in respect of any court proceeding under this paragraph (including any counterclaim) arising under this agreement and agree to have any such dispute resolved and determined solely by a state or federal judge as the trier of fact.
20. SURVIVALThe expiration or termination of these Terms will not affect the terms which by their nature should survive expiration or termination, or that expressly provide that they shall survive expiration or termination, including, but not limited to, the following provisions: Section 5 (Our IP Rights); Section 12 (Warranty Disclaimer); Section 13 (General Limitation of Liability); Section 14 (Indemnity); Section 16 (No Assignment); Section 17 (General Terms); Section 18 (Mandatory Arbitration); Section 19 (Jurisdiction and Venue); and Section 20 (Survival).
21. RELATIONSHIP TO OTHER CONTRACTS
22. CONTACT US
If you have any questions about these Terms, the practices of this Site, your dealings with this Website, or for any other reason, please contact us at: firstname.lastname@example.org.
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