THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Wide Open Pets reserves the right, in its sole discretion, to modify or replace this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material way, we will update the 'last updated' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.
2. USE OF OUR SERVICE
a. Eligibility. Because we respect the rights of children and parents, you may use the Wide Open Pets Service only if you can form a binding contract with Wide Open Pets, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Because we respect the Wide Open Pets community, the Service is not available to any Users previously removed from the Service by Wide Open Pets. The Service is provided for your personal, noncommercial use only. You may not use the Service for any commercial purposes.
c. Your responsibility for your account: You are solely responsible for the activity that occurs on or through your account, and you must keep your account password secure. You must notify Wide Open Pets immediately of any breach of security or unauthorized use of your account. Wide Open Pets will not be liable for your losses caused by any unauthorized use of your account, and you shall be solely liable for the losses of Wide Open Pets or others due to such unauthorized use.
e. Your interaction with other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Wide Open Pets will have no liability for your interactions with other Users, or for any User's action or inaction. Please be good to one another.
f. Changes to the Service. Here at Wide Open Pets, we're always innovating and finding ways to provide our Users with new and innovative features and services. Therefore, Wide Open Pets may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
3. ACCEPTABLE USE OF THE WIDE OPEN PETS SERVICE
We think Wide Open Pets provides Users with an amazing platform to discover sportsmen content, and discuss and share that content with others. To keep Wide Open Pets running smoothly for all of our Users, you agree that you will use the Service only in a manner consistent with the Wide Open Pets
4. SHARING YOUR CONTENT
a. Your content. Wide Open Pets allows you to post content on the Service, including comments, photos, blog posts, messages, blog URLs, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as "User Content." YOU RETAIN OWNERSHIP OF YOUR USER CONTENT.
b. How Wide Open Pets and other Users can use your content. You own all of the User Content that you post or publish ("post") on the Service. Subject to your profile and application settings, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable, worldwide license to use, reproduce, sell, offer to sell, translate, modify, publicly perform, publicly display, distribute, and make derivative works of your User Content on the Service and in all forms and media now or hereafter known for the purposes of operating and providing the Service to you and our Users. Nothing in this Agreement shall restrict Wide Open Pets' rights under separate licenses to User Content.
c. Your responsibility for your content. By uploading, posting, submitting or otherwise disclosing or distributing User Content, you represent and warrant that you own all rights in your User Content and that any User Content you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (defined below) or rights of publicity or privacy. Wide Open Pets reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. Wide Open Pets takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Wide Open Pets is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Wide Open Pets shall not be liable for any damages you allege to incur as a result of such User Content.
d. Definition of Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
e. User Content Programs. We may provide various opportunities and programs relating to User Content on the Service ("User Content Programs"). Some User Content Programs may require you to submit an application to participate, which Wide Open Pets may approve or deny in its sole discretion. Your use of the Service, including without limitation participation in any User Content Program, is strictly on a volunteer basis for the benefit of you and the public at large, and does not form an employer-employee relationship, partnership, or co-authorship between you and Wide Open Pets. While Wide Open Pets may reward you for your participation in a User Content Program, you will not receive any compensation of any type for your participation, and you acknowledge that you are participating in the program solely for your own personal benefit and desire to contribute to the program. You acknowledge and agree that Wide Open Pets does not have the right to and shall not control the manner and method in which you may create your User Content. Any suggestions Wide Open Pets may make about your User Content are only suggestions, based on our understanding of how Users typically access Content and use the Service. You are not required to implement any suggestion made by Wide Open Pets regarding your User Content or to perform any requested activity or task, and you do so at your own volition and risk. You agree that you are the sole author of your User Content, and that Wide Open Pets does not participate in the creation of any of your User Content.
5. OUR CONTENT
a. Wide Open Pets Content. Except for User Content, the Service, and all Intellectual Property Rights therein and related thereto, are the exclusive property of Wide Open Pets and its licensors ("Wide Open Pets Content"). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Wide Open Pets Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Wide Open Pets Content, including without limitation any materials or content accessible on the Service. "Wide Open Pets" and other Wide Open Pets graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress of Wide Open Pets protected by the laws of the United States and/or other countries or jurisdictions. Wide Open Pets' trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Wide Open Pets Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
b. Our license to you. Subject to the terms and conditions of this Agreement, Wide Open Pets provides you with a license to use the Service for your personal, noncommercial use only and as expressly permitted by the features of the Service. Wide Open Pets may terminate this license at any time for any reason or no reason.
c. Feedback you provide. We value input from our Users, and are always interested in learning of ways we can make Wide Open Pets better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Wide Open Pets under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Wide Open Pets does not waive any rights to use similar or related Feedback previously known to Wide Open Pets, or developed by its employees, or obtained from sources other than you.
6. WIDE OPEN PETS'S COPYRIGHT POLICY
Wide Open Pets requires that Users of the Service respect the copyright and other intellectual property rights of all third parties. In accordance with the Digital Millennium Copyright Act ("DMCA"), Wide Open Pets will terminate, where warranted as determined in Wide Open Pets's sole discretion, Users whom Wide Open Pets believes are intentional and/or repeat infringers.
If you believe that your copyright in any material has been infringed on the Site, please send a "DMCA Notice" described below to Wide Open Pets' DMCA Agent. For your DMCA Notice to be valid under the law, you must provide the following information in writing:
a. Identification of the copyrighted work that you claim has been infringed.
b. Identification of the material that you claim is infringing, with sufficient detail so that Wide Open Pets may readily locate it.
c. Information sufficient to permit Wide Open Pets to contact you such as your name, address, telephone number, and e-mail address.
d. A statement declaring that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
e. A statement made under penalty of perjury that the above information in your notice is accurate, and that you are the owner of the copyright interest allegedly infringed or you are authorized to act on behalf of that owner.
f. The physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright interest allegedly infringed.
The DMCA Notice must be submitted to the following DMCA Agent:
Attn: DMCA Agent
Wide Open Pets
619B Congress Ave
Austin, TX, 78704
Email: [email protected]
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Wide Open Pets and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Wide Open Pets' rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
You agree to defend, indemnify and hold harmless Wide Open Pets, its parents, subsidiaries, agents, affiliates, customers, vendors, officers and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys fees and cost) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account or Wide Open Pets User ID.
9. NO WARRANTY
THE SERVICE, INCLUDING ALL CONTENT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WIDE OPEN PETS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, INCLUDING USER CONTENT, THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
WIDE OPEN PETS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WIDE OPEN PETS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WIDE OPEN PETS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
10. THIRD-PARTY LINKS, SITES AND SERVICES
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WIDE OPEN PETS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SERVICE OR ANY CONTENT THEREON FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100, EVEN IF WIDE OPEN PETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL WIDE OPEN PETS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled from its facilities in the United States. Wide Open Pets makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
12. TERMINATION OF YOUR ACCOUNT AND THE SERVICE
Wide Open Pets may terminate or suspend the Service in whole or in part and/or your Wide Open Pets account immediately, without prior notice or liability, for any reason or for no reason, including without limitation, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service will immediately cease.
If you wish to terminate your Wide Open Pets account, you may discontinue using the Service by sending an email message to [email protected] with the words "Terminate account" in the subject field, or by sending mail to the following postal address:
Wide Open Pets
619B Congress Ave
Austin, TX 78701
All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
13. GOVERNING LAW AND ARBITRATION
a. Governing Law. You agree that: (i) the Service shall be deemed solely based in Texas; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Wide Open Pets, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Travis County, Texas or the United States District Court for the Western District of Texas, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as further set forth in the Arbitration provision below.
b. Arbitration. For any dispute with Wide Open Pets, you agree to first contact us at [email protected]penpets.com and attempt to resolve the dispute with us informally. In the unlikely event that Wide Open Pets has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Wide Open Pets claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Wide Open Pets agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WIDE OPEN PETS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14. MISCELLANEOUS TERMS
a. No Agency; Waiver. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Wide Open Pets in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights here under.
b. Notification. Wide Open Pets may provide notifications, whether such notifications are required by law or are for other business purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Service, as determined by Wide Open Pets in our sole discretion. Wide Open Pets reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. Wide Open Pets is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add [email protected] to your email address book to help ensure you receive email notifications from us.
c. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Wide Open Pets in connection with the Service, shall constitute the entire agreement between you and Wide Open Pets concerning the Service. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
d. Assignment. This Agreement is not assignable, transferable or sub-licensable by you except with Wide Open Pets' prior written consent. Wide Open Pets may transfer, assign or delegate this Agreement and its rights and obligations without consent.
e. Contact. Please contact us at [email protected] with any questions regarding this Agreement.
Video Submission Terms and Conditions:
These terms ("Terms") govern the submittor's ("Licensor") irrevocable grant to Wide Open Pets, its successors, affiliates, licensees and assigns (collectively, "Wide Open Media") of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) submitted by Licensor to Wide Open Media, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the "Images").
- Licensed Rights. Licensor grants Wide Open Pets the exclusive, unlimited right to use, refrain from using, change, alter, edit, modify, add to, subtract from and rearrange the Images and to exhibit, distribute, broadcast, reproduce, license others to reproduce and distribute, advertise, promote, publish and otherwise exploit the Images by any and all methods or means, whether now known or hereafter devised, in any manner and in any and all media throughout the world, in perpetuity, for any purpose whatsoever as Wide Open Pets in its sole discretion may determine (the "Licensed Rights"), including for the purpose of marketing, advertising, and promotion. Licensor furthermore does hereby irrevocably appoint Wide Open Pets as its attorney-in-fact to take any such action as may from time to time be necessary to effect, transfer, or assign the rights granted to Wide Open Pets herein, including without limitation copyright-related actions, and assigns to Wide Open Pets the right to prosecute any and all claims from the past, present, and future use of the Images by unauthorized third parties.
- Consideration. In full and complete consideration to Licensor for all of the Licensed Rights granted to Wide Open Pets hereunder, Wide Open Pets shall consider the Images for inclusion in Wide Open Pets compilations and other Wide Open Pets-original productions.
- Licensor Representations and Warranties.
(a) Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and has clear title to the material upon which the Images are based. Licensor has the absolute right to grant to Wide Open Pets, all rights, licenses and privileges granted to or vested in Wide Open Pets under these Terms. Licensor has not authorized and will not authorize any other party to exercise any right or take any action that impairs the rights herein granted to Wide Open Pets.
(b) Rights Are Clear: Licensor has obtained all clearances and paid all monies necessary for Wide Open Pets to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Wide Open Pets as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). Licensor has not previously entered into any other agreement in connection with the Images. All of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor's use thereof, and Wide Open Pets shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, promotion, and use of the Licensed Rights. It is expressly understood that Wide Open Pets or Wide Open Media has not assumed any obligations under any contracts entered into by Licensor.
(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by Wide Open Pets of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or "moral rights of authors" or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.
- Termination: Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in Wide Open Pets' sole discretion. No termination shall impact any prior license of the Images by Wide Open Pets prior to termination, which shall continue in full effect under these Terms.
- Release and Indemnity. Licensor hereby agrees to indemnify, release and hold harmless Wide Open Pets, its successors, licensees, subdistributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney's fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by Wide Open Pets of the rights granted under this these Terms. Licensor acknowledges that Wide Open Pets is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause Wide Open Media Group irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Wide Open Pets' remedies, Wide Open Pets shall be entitled to injunctive and other equitable relief.
- Publicity/Confidentiality. Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, Wide Open Pets, or these Terms without Wide Open Pets' prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to Wide Open Pets. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than: (i) Licensor's respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.
- Miscellaneous. Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. Wide Open Pets shall have the right to assign freely the Images, the Licensed Rights and/or any of Wide Open Pets' other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.
- Choice of Law/Dispute Resolution. These Terms shall be deemed to have been agreed upon within the State of Texas, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Texas, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Austin, Texas, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. Except for Wide Open Media's equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties' respective obligations in connection therewith to binding arbitration in Austin, Texas in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor.
9. Terms & Conditions. Licensor may be required to agree to additional terms and conditions displayed on the Wide Open Pets website at www.wideopenpets.com or other Wide Open Media-owned websites, which will be incorporated herein by reference and subject to change.