Disney's Blast - Member Agreement

DISNEY'S BLAST MEMBER AGREEMENT
Welcome to Disney's Blast (the "Disney's Blast Service ").

PLEASE READ THIS MEMBER AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THE DISNEY'S BLAST SERVICE.

The Disney's Blast Service is owned and operated by Disney Online (referred to as "Disney," "we," "us," or "our" herein).

Your right to participate in the Disney's Blast Service is subject to your registration and current account status with Disney on MSN. By using the Disney's Blast Service, you show that you agree to these terms and the Terms of Use and House Rules posted on our Web sites. If you do not agree, please do not use the Disney's Blast Service. Please note that you will be referred to from time to time as "Member" in this Agreement. The person who initially registers for Disney on MSN may also be referred to as the "Parent Account" in this Agreement. "Disney's Blast Account" means the account registered to any Member, including any family member account established by the Parent Account, pursuant to the registration procedures for the Disney on MSN Service. The terms of this Agreement apply to all Members, whether or not they are the Parent Account. The Parent Account is responsible for making each family subaccount holder aware of the terms of this Agreement and for ensuring compliance with them. The Parent Account is entirely liable for all activities conducted through their Disney's Blast Account.

We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. Notification of changes to this Agreement will be posted on the Disney's Blast Service, or sent via e-mail or postal mail. If any future changes to this Agreement are unacceptable to you, or cause you to no longer be in compliance with this Agreement, you must stop using the Disney's Blast Service. Your continued use of the Disney's Blast Service following notice of changes to this Agreement (including the Terms of Use and House Rules) will mean you accept those changes. We may change, modify, suspend, or discontinue any aspect of the Disney's Blast Service at any time, including, without limitation, the availability of any Disney's Blast Service feature, database or content, hours of availability, or equipment needed to access the Disney's Blast Service. We may also impose limits on certain features or restrict your access to parts or all of the Disney's Blast Service without notice or liability. Member is solely responsible for and must provide all telephone and other equipment necessary to access the Disney's Blast Service.

RESTRICTIONS ON USE OF MATERIALS

All materials published by Disney (including, but not limited to, informational resources, photographs, images, illustrations, audio clips, and video clips; (collectively, "Content") are protected by copyright, and owned or controlled by Disney, its parent or affiliated companies, or a third-party provider. You shall abide by all copyright notices, information, or restrictions contained in any Content accessed through the Disney's Blast Service.

The Disney's Blast Service is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. No material from the Disney's Blast Service or any Web site owned, operated, licensed, or controlled by Disney may be copied, reproduced, republished, uploaded, posted, or transmitted, nor may derivative works be created from them or distributed in any way, except that (a) you may download one copy of the materials on any single computer for your personal, noncommercial home use only, and (b) you may send D-Cards, copies of D-Toys, and other Content that we may, from time to time, explicitly allow you to send to others; provided that you keep intact all copyright and other proprietary notices. Using our Content for any other purpose is a violation of our copyright and other proprietary rights. For purposes of this Agreement, using any of our Content on any other Web site or networked computer environment is prohibited.

If you download software from the Disney's Blast Service, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software"), are licensed to you by Disney. You own the medium on which you record the Software, but we retain full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

SUBMISSIONS

We are pleased to hear from our Members and welcome your comments regarding Disney's Blast and other Disney products. Unfortunately, Disney's company policy does not allow us to accept or consider creative ideas, suggestions, or materials other than those we have specifically requested. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by our professional staff might seem to others to be similar to their own creative work. Accordingly, we must ask that you do not send us any original creative materials such as stories or character ideas, screenplays, or original artwork unless we have specifically requested that you do so. While we do value your feedback on the Disney's Blast Service and products, we request that you be specific in your comments, and not submit any creative ideas, suggestions, or materials.

If at our request you send certain specific submissions (e.g., contests) or, despite our request that you not send us any other creative materials, you send us creative suggestions, ideas, notes, drawings, concepts, or other information (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the property of Disney. None of the Submissions shall be subject to any obligation of confidence on the part of Disney, and Disney shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Disney shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

Disney's Blast, the Disney's Blast logo, Disney Online's logo, and any and all fanciful characters or designs of Disney Enterprises, Inc., are trademarks of Disney Online and its affiliates. All other trademarks, including Disney on MSN Internet Service, ABC, Inc., and ESPN, Inc., are trademarks of their respective owners.

FORUMS AND PUBLIC COMMUNICATION

"Forum" means a chat area, bulletin board, or e-mail function ("D-Cards") which may be offered as part of the Disney's Blast Service. You shall not upload to, distribute through, or otherwise publish through the Disney's Blast Service any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or otherwise give rise to liability or violate any law. The Forums shall be used only in a noncommercial manner. You shall not, without the express approval of Disney, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You specifically acknowledge that soliciting other Members to join or become members of any commercial online service or other organization is expressly prohibited. You must also follow the House Rules whenever you are using the Disney's Blast Service.

It is our policy to respect the privacy of all Members. Therefore, in addition to the privacy of registration data (see our Privacy Policy which is posted on our Web sites), Disney will not monitor, edit, or disclose the contents of a Member's D-Cards unless required in the course of normal operation and maintenance of the Disney's Blast Service and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on Disney; (2) protect and defend the rights or property of Disney; or (3) act in an emergency to protect the personal safety of our Members or the public. Members shall remain solely responsible for the content of their messages.

By uploading materials to any Forum or submitting any materials to Disney, you automatically grant (or warrant that the owner of such rights has expressly granted) Disney a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such materials or incorporate such materials into any form, media, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.

REPRESENTATIONS AND WARRANTIES

The Parent Account represents, warrants, and covenants (a) that no materials of any kind submitted through your Disney's Blast Account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy, or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (b) that the Parent Account is at least 18 years old; and (c) that the Parent Account and all Members will otherwise fully comply with the terms of this Agreement. You, the Parent Account, hereby agree to indemnify, defend, and hold Disney, its parent and affiliated companies, and all officers, directors, owners, agents, information providers, affiliates, licensers, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any Member on your Disney's Blast Account or any user of your Disney's Blast Account of this Agreement or the foregoing representations, warranties, and covenants, including, without limitation, reasonable attorneys' fees. The Parent Account shall use best efforts to, and shall ensure that all Members on that Disney's Blast Account cooperate with Disney in the defense of any claim. Disney reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Parent Account.

Disney does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Disney's Blast Service by any Member, information provider, or other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Disney reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Disney's Blast Service.

DISCLAIMER

THE MATERIALS IN THE DISNEY'S BLAST SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISNEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DISNEY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DISNEY'S BLAST SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DISNEY'S BLAST SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DISNEY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THE DISNEY'S BLAST SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT DISNEY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WITHOUT LIMITATION OF THE FOREGOING, YOU ACKNOWLEDGE THAT, AS A SERVICE TO USERS OF THE DISNEY'S BLAST SERVICE, WE MAY INCLUDE LINKS TO OTHER WEB SITES ON THE WORLD WIDE WEB PORTION OF THE INTERNET AND THAT DISNEY HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OF ANY KIND WHATSOEVER, REGARDING THE CONTENT OR APPROPRIATENESS OF CONTENT ON SUCH WEB SITES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO SUCH WEB SITES.

Further, Disney explicitly disclaims any responsibility for the accuracy, content, or availability of information found on sites that link to or from Disney's Blast from third parties not controlled by Disney. Disney encourages discretion when browsing the Internet using our or anyone else's service. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, Disney cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third-party sites, and you hereby irrevocably waive any claim against us with respect to such sites. Disney cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from Disney's Blast, since other shop channels are owned and operated by independent retailers. Disney does not endorse any of the merchandise, nor has Disney taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites. Disney does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information you might be requested to give any third party) and you hereby irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DISNEY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THE DISNEY'S BLAST SERVICE OR ANY OTHER WEB SITE, EVEN IF DISNEY OR A DISNEY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL DISNEY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE DISNEY'S BLAST SERVICE.

SECURITY

As part of the Disney on MSN registration process, each Member, including every person with a family member subaccount, will select a member name ("Member Name"). You may not (i) select or use a Member Name of another person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a Member Name that Disney, in its sole discretion, deems inappropriate or offensive. You shall notify Disney on MSN of any known or suspected unauthorized use(s) of your Disney's Blast Account, or any known or suspected breach of security. Each Parent Account for the Disney's Blast Service must be 18 years or older , however, the Parent Account may also establish subaccounts for family members of all ages, and each such account shall be governed by the terms of this Agreement. If we become aware that a Parent Account is under the age of 18, we reserve the right to cancel the Disney's Blast Account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Disney's Blast Account, at Disney's sole discretion, and you may be reported to appropriate law-enforcement agencies.

DISNEY ADVENTURES MAGAZINE

As a subscriber of Disney on MSN and as part of Disney's Blast, after you have been a paid subscriber of Disney on MSN for one month, you will receive a subscription to Disney Adventures Magazine. This magazine is included in your Disney on MSN Service fee as part of your Disney's Blast subscription. You will receive a subscription to the magazine (10 issues per year) for the life of your Disney on MSN account, subject to availability, at no additional cost to you. This offer applies to U.S. residents only. In order for you to receive your magazine subscription, Disney on MSN must provide your mailing address to Disney Adventures Magazines. If you do not wish to receive the magazine, you may request a refund of $7.48.

NOTICE

Disney or Disney on MSN may give notice to the Parent Account by means of a general notice on the Disney's Blast Service or Disney on MSN Service, electronic mail to your e-mail address on file in our Disney on MSN account information, or by written communication sent by first-class mail to your address on record in our Disney on MSN account information. You may give notice to Disney on MSN via the contact information provided to you in your Disney on MSN registration materials.

NON-TRANSFERABILITY OF MEMBERSHIP

Disney grants to you a personal, nonexclusive, nonassignable, and non-transferable license to use and display the Disney Software on any machine(s) of which you are the primary user. Unauthorized copying of the Software or duplication of the Software in any manner, including software that has been modified, merged, or included with the Software, or the written materials associated therewith, is expressly forbidden. You acknowledge that you may not sublicense, transfer, sell, or assign this license or the Software. Any attempt to sublicense, transfer, sell, or assign the license is void.

JURISDICTIONAL ISSUES

The Disney's Blast Service is controlled and operated by Disney from its offices within the State of California, United States of America. Disney makes no representation that materials in the Disney's Blast Service are appropriate or available for use in other locations. Those who choose to access the Disney's Blast Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Disney's Blast Service is further subject to United States export controls. No Software from the Disney's Blast Service may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Certain Software that Members download to use or install from a CD-ROM is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (October 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14, and all amendments thereto, as applicable.

TERMINATION OF SERVICE

This Agreement is effective until terminated by either party. You may terminate this Agreement and your right to use the Disney on MSN Service and the Disney's Blast Service by contacting your Disney on MSN customer service representative and following their instructions. Disney may terminate your Disney's Blast Account or access rights to the Disney's Blast Service immediately without notice if in Disney's sole discretion you fail to comply with any term or provision of this Agreement. Upon termination, you must destroy all materials obtained from the Disney's Blast Service and all copies thereof, whether made under the terms of this Agreement or otherwise.

CALIFORNIA LAW APPLIES

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral, between Disney representatives and you. Disney may amend or modify this Agreement or impose new conditions at any time upon notice from Disney to you. Any use of the Disney's Blast Service by you after such notice shall be deemed to constitute acceptance by Member of such amendments, modifications, or new conditions.