Effective June 16, 2023 (“Effective Date”)
THESE TERMS CONTAIN PROVISIONS CONCERNING BINDING ARBITRATION AND A CLASS ACTION WAIVER (SECTION 1), DISCLAIMERS OF WARRANTIES (SECTION 10) AND LIMITATIONS OF LIABILITY (SECTION 11).
“Disputes” include, without limitation, any dispute, action or other controversy, whether based on past, present or future events, between you and A+E Factual Studios arising out of or relating to the Site, the Terms, whether based in contract, tort, warranty, statute, regulation, or another legal or equitable basis.
The Terms are solely governed by and construed in accordance with the laws of the State of New York, without regards to its principles of conflicts of law that might require the application of the laws of another jurisdiction. Except for Disputes relating to the enforcement of A+E Factual Studios and/or A+E Networks’ intellectual property, you and A+E Factual Studios agree that any Disputes between you and A+E Factual Studios, including but not limited to Disputes relating to the interpretation, applicability, scope, enforceability or validity of the Terms or the formation of this contract, including the arbitrability of any Dispute and any claim that all or any part of the Terms are void or voidable, must be resolved exclusively through binding arbitration under the rules of the American Arbitration Association (“AAA”) and that the arbitrator shall have the exclusive authority to resolve any such Dispute, or in small claims court in New York, New York, U.S.A. or in your county of residence if your claims qualify to be heard there. In the event of a Dispute, you or A+E Factual Studios must send to the other party a notice of Dispute, in writing, setting forth the name, address and contact information of the party giving notice, the facts of the Dispute and relief requested. You may initiate proceedings by sending A+E Factual Studios a Notice of Legal Dispute, available on the AAA website at WWW.ADR.ORG, to the following address:
A+E Factual Studios, LLC
Attn: Arbitration Notice- Digital Media Counsel, Legal & Business Affairs-Legal
235 East 45th Street
New York, NY 10017
We will send any notice of Dispute to you at the contact information we have on file for you.
You and A+E Factual Studios agree to try to attempt to resolve a Dispute through informal negotiation upon notice of a Dispute for a period of 60 days. If you and A+E Factual Studios do not resolve the Dispute in such 60-day time period, then you or A+E Factual Studios may commence arbitration or suit in small claims court. You and A+E Factual Studios agree that a Dispute in arbitration will be heard before a neutral single arbitrator, whose decision will be final, except for a limited right of appeal under the U.S. Federal Arbitration Act. With the exception of small claims court, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN A COURT OF LAW BEFORE A JUDGE OR JURY. The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules. Information regarding these rules can be found on the AAA website at WWW.ADR.ORG.
In addition, you and A+E Factual Studios agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; and (b) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Commercial Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, A+E Factual Studios will pay all other AAA and arbitrator’s fees and expenses.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ACTION PROCEEDINGS OR ANY PROCEEDINGS IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY SHALL BE PERMITTED. ANY RELIEF MAY BE AWARDED ONLY INDIVIDUALLY AND ONLY TO THE EXTENT NECESSARY TO REDRESS YOUR INDIVIDUAL CLAIM(S); RELIEF MAY NOT BE AWARDED ON BEHALF OF OTHERS OR THE GENERAL PUBLIC. In no event shall any claim, action or proceeding by you or A+E Factual Studios related in any way to the Site be instituted more than one (1) year after the cause of action arose.
If a court of competent jurisdiction finds these arbitration provisions invalid or inapplicable, you agree to the exclusive jurisdiction of the Federal and State courts located in New York County, New York, or any United States county where you live or work, and you agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable claim or action.
If any part of this “Dispute Resolution” section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this “Dispute Resolution” section will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this “Dispute Resolution” section, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.
Our past, present, and future affiliates and agents, including but not limited to A+E Networks, can invoke our rights under this agreement in the event they become involved in a dispute with you. Otherwise, these Terms do not give rights to any third parties.
The Site may include information, content, or other materials, including without limitation, audio and video programming (and clips thereof), logos, icons, data, text, graphics, images, and/or links (collectively, the “Content”). You acknowledge that the Content and the Site are protected by copyrights, trademarks, patents and other proprietary rights owned by A+E Factual Studios, A+E Networks and/or their licensors, including rights to the selection, coordination, arrangement and enhancement of such Content, and that these rights are valid and protected in all media and formats existing now or later developed and under United States and foreign laws. Except as expressly provided herein, A+E Networks does not grant you any express or implied rights in or to the Content and/or the Site, and all right, title and interest in the Content and/or the Site not explicitly granted to you by A+E Factual Studios, A+E Networks and/or their licensors are retained by A+E Factual Studios ™, A+E Networks, and/or its licensors, as applicable. Without limiting the foregoing, you are not licensed to, shall not, and shall not authorize or permit any person or entity to, reproduce, publish, display, distribute, make available, publicly perform, create derivative works of, sale, offer for sale, register, associate, use or otherwise exploit the Site.
You are granted a personal, revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Site for the purposes authorized by these Terms, subject to your complete compliance with the Terms and any and all other terms and policies set forth on or in the Content and/or the Site only for as long as each Content or Site is made available by us. You acknowledge that you do not acquire any ownership rights in or to any of the Site or the Content by using any of the Site or Content.
The Site and Content are provided for informational purposes only, and you are prohibited from using, and are expressly not granted the right to use, the Site or Content for any other purpose. As a condition of your access to and use of the Content and Site, you agree that you will not use the Content or Site for any purpose that is unlawful or prohibited by these Terms and that you will comply with all applicable laws and any conditions or restrictions imposed by these Terms, including United States export control and economic sanctions requirements.
No Content or Site may be modified, copied, adapted, transformed, reverse engineered, decompiled, disassembled, reduced to a human-readable form, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, transferred, licensed or sold in any form or by any means now known or hereinafter devised, in whole or in part, without A+E Factual Studios’ ™, A+E Networks’ or its licensors’ prior written permission or as expressly authorized by these Terms. You agree not to introduce knowingly or recklessly a virus or other harmful component, otherwise tamper with, impair or damage any Site or connected network, or interfere with any person or entity’s use or enjoyment of any Site. You further agree not to access, monitor or copy, or permit another person or entity to access, monitor or copy, the Site or Content or any portion of the Site or Content using a robot, search engine, “spider,” “scraper,” or other automated means or manual process without our express written permission. You may not circumvent or disable any content protection features or digital rights management technology on or used with any Content or Site. You must retain all copyright and other proprietary notices on downloaded and copied Content, and any such downloads or copies are subject to the terms and conditions of these Terms.
The trademarks, logos and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of A+E Networks, and its divisions. The Trademarks owned by A+E Networks and its subsidiaries, whether registered or unregistered, may not be used in connection with any product or service that is not offered by A+E Networks, in any manner that suggests an association with A+E Networks products, services, or brands, or in any manner that is likely to cause confusion among consumers, or in any manner that disparages A+E Networks, including, without limitations, its networks, divisions and brands. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any A+E Networks Trademark without the express written permission of A+E Networks or the third-party owner of any such Trademark. Misuse of any Trademarks is prohibited, and A+E Networks may aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
The Site may provide you and other users with features that allow you to submit and/or exchange information, questions, ideas and opinions (“Submissions”). Submissions do not reflect the views of A+E Factual Studios or A+E Networks, and A+E Factual Studios and A+E Networks have no obligation to monitor, edit, or review any Submissions on the Site. Neither A+E Factual Studios nor A+E Networks assumes ANY responsibility or liability arising from the content of any such Submissions nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such Submissions on the Site. You are strictly prohibited from posting or transmitting any unlawful, threatening, harassing, libelous, defamatory, obscene, bigoted, hateful, scandalous, inflammatory, violent, vulgar, pornographic, profane, or otherwise offensive material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, harm or can reasonably be expected to harm any person or entity, or otherwise violate any law. A+E Factual Studios and A+E Networks will fully cooperate with any law enforcement authorities or court order requesting or directing A+E Factual Studios to disclose the identity of anyone posting any such information or materials.
A+E Factual Studios does not accept or consider unsolicited ideas, including ideas/concepts for new programming, pitch decks, treatments, scripts, promotions, products, services, technologies, or processes (collectively, “User Ideas”). You must not communicate any User Ideas to A+E Factual Studios or A+E Networks (such as, without limitation, through email or transmissions to or through the Site) that you consider to be confidential or proprietary, and any User Ideas shall be deemed non-confidential.
In the event unsolicited User Ideas are submitted by you, you understand and agree that (a) you are responsible and liable for any User Ideas; (b) by submitting User Ideas to this Site, you hereby grant A+E Factual Studios and A+E Networks a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, sublicensable and transferable license to use, reproduce, exhibit, distribute, prepare derivative works of and display the User Ideas in connection with the Site, A+E Factual Studios and A+E Networks’ (and its successor’s) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to you or to others; and (c) in connection with any submission of User Ideas by you to us, no confidential or fiduciary relationship is intended or created between you and us in any way and that there is no expectation on your part of review, compensation or consideration of any type.
A+E Factual Studios reserves the right, in its sole discretion, to change, terminate, supplement, modify, add to or discontinue any content, feature, or aspect of the Site. A+E Factual Studios reserves the right to make changes to these Terms at any time. Then current Terms will be posted on the Site and shall indicate the Effective Date. The revised Terms supersede all previous notices or statements regarding the Site. For this reason, we encourage you to review these Terms any time you access or use the Site, and we recommend that you print out a copy for your records. If you continue to access and/or use any of the Site after the Effective Date of such changes, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Terms as changed.
Your network or roaming provider’s messaging, data and any other relevant rates and fees may apply when you access the Site through a mobile network. Your network provider may prohibit or restrict downloading, installing, or using certain Site and not all Site may work with your network provider or device.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by A+E Networks infringe your copyright (for example, materials posted by A+E Networks on one of our Forums), you (or your agent) may send us a notice requesting that the material be removed or that access to it be blocked. Please see the requirements and specific instructions for submitting a notice to A+E Networks on A+E Networks’ COPYRIGHT POLICY. If you believe in good faith that a notice of copyright infringement has been wrongly filed by A+E Networks against you, the DMCA permits you to send A+E Networks a counter-notice.
Please refer to A+E Networks COPYRIGHT POLICY for the requirements and instructions for submitting a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see WWW.COPYRIGHT.GOV for details. Notices and counter-notices with respect to the Site should be sent to A+E Networks’ Copyright Agent for Notice of claims of copyright infringement at: A&E Television Networks, LLC, 235 East 45th Street, New York, NY 10017, Attn: DMCA Agent, By Telephone: (212) 850-9317, or by email: COPYRIGHT@AENETWORKS.COM (with the subject line: “DMCA Communication (from YOU)”).
A+E Networks’ Copyright Agent for Notice of claims of copyright infringement should be contacted only for the purposes set forth in this Section. ALL OTHER INQUIRIES DIRECTED TO A+E NETWORKS’ COPYRIGHT AGENT WILL NOT BE ANSWERED.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SITE. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. By accessing, using and/or submitting information to or through any of the Site, you represent that you are at least 18 years of age or older and otherwise have the legal capacity to enter into these Terms.
You agree that the information you provide including your contact information, is true, accurate, current and complete, and you agree not to impersonate or misrepresent your identity or your affiliation with any person or entity. You agree that we may take steps to verify the accuracy of information you provide, including contact information.
THE SITE, THE CONTENT AND ANY AND ALL PRODUCTS OBTAINED THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, A+E NETWORKS, A+E FACTUAL STUDIOS AND THEIR RESPECTIVE LICENSORS, LICENSEES, SUPPLIERS, MERCHANTS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. A+E NETWORKS, A+E FACTUAL STUDIOS AND THEIR RESPECTIVE LICENSORS, LICENSEES, SUPPLIERS, MERCHANTS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE (OR ANY PART THEREOF INCLUDING THE CONTENT AND SUBMISSIONS), THE SERVER(S) ON WHICH THE SITE IS HOSTED OR ANY SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF A+E NETWORKS, A+E FACTUAL STUDIOS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SUPPLIERS, ADVERTISERS, SPONSORS, MERCHANTS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE CONTENT OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY CONTENT PROVIDED THROUGH THE SITE IS ENTIRELY AT YOUR OWN RISK.
NEITHER A+E FACTUAL STUDIOS, A+E NETWORKS NOR ANY OF THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, LICENSEES, SUPPLIERS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO: (A) THE SITE AND/OR CONTENT CONTAINED ON THE SITE, SUBMISSIONS, ANY LINKED WEBSITE OR ANY CODE, PRODUCT OR SERVICE PURCHASED, ACCESSIBLE OR USABLE THROUGH THE SITE, (B) YOUR ACCESS, USE, MISUSE OR INABILITY TO USE THE SITE AND/OR CONTENT CONTAINED ON THE SITE, OR (C) ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE IN CONNECTION WITH THE SITE AND/OR CONTENT, IN EACH CASE (A) THROUGH (C), EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, A+E FACTUAL STUDIOS AND A+E NETWORKS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, CONTENT, SUBMISSIONS, PRODUCTS OR ANY LINKED WEBSITE IS TO STOP USING THE SITES, CONTENT, SUBMISSIONS, PRODUCTS OR LINKED WEBSITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF A+E FACTUAL STUDIOS AND A+E NETWORKS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO A+E FACTUAL STUDIOS, IF ANY, TO ACCESS OR USE THE SITE. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND A+E FACTUAL STUDIOS, A+E NETWORKS, OR ANY OTHER CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER OR CREATES ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
You agree to indemnify, defend (at the sole option of A+E Factual Studios) and hold harmless A+E Factual Studios and A+E Networks, their affiliates licensors, suppliers, merchants and sponsors, and the directors, officers, employees, consultants, agents and other representatives of each, from and against any and all claims, damages, losses, costs (including without limitation, reasonable attorneys’ fees and expenses) and other expenses that arise directly or indirectly out of or from: (a) your breach (including through use of your name, whether or not by you) of the Terms; (b) any allegation that any User Idea or other Submission that you submit to or transmit to the Site, to A+E Factual Studios and/or to A+E Networks infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other right of any third party; (c) your access to and use of the Site.
All notices required or permitted to be given under these Terms must be in writing and shall be given by personal delivery, registered or certified mail, or Federal Express or other nationally recognized courier service which regularly tracks its packages, to the following:
A+E Factual Studios, LLC
Attention: A+E Factual Studios-Notices
235 East 45th Street
New York, NY 10017
If personally delivered, notices shall be deemed to have been received on the date of delivery; if by registered or certified mail, on the third business day after mailing; if by Federal Express, on the second business day after deposit with the service.
You consent to receive communications from A+E Factual Studios and A+E Networks, including agreements, disclosures, and other notices, electronically from us, for example via email to your email address provided. You agree that any agreements, disclosures, notices, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communication be in writing.
If you have any questions, comments, or complaints regarding the Site, feel free to contact us via the “contact us” section of the Site or by mail at:
A+E Factual Studios, LLC
Attn: A+E Factual Studios (with the subject line “Questions, Comments or Complaints”)
235 East 45th Street
New York, NY 10017
If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between you, A+E Factual Studios and A+E Networks relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. The Terms are not assignable, transferable or sublicensable by you except with A+E Factual Studios’ or A+E Networks’ prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, and any failure by us to assert any right or provision under the Terms will not constitute a waiver of such right or provision. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. The provisions of the Terms which by their nature should survive termination of the Terms shall survive such termination. Any heading, caption or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. A+E Factual Studios performance of the Terms is subject to existing laws and legal process, and nothing contained in the Terms is in derogation of A+E Factual Studios right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by A+E Factual Studios and/or A+E Networks with respect to such use.
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