Ironheart

Terms and Conditions of Use ("TERMS")

INTRODUCTION

USER MUST READ AND AGREE TO THESE TERMS BEFORE USING ANY OF THE PUBLICITY MATERIALS, INCLUDING IMAGES, PHOTOGRAPHS AND DOCUMENTS FURNISHED BY WALT DISNEY STUDIOS MOTION PICTURES or any of its affiliates (collectively, the "Material(s)"). If User does not agree to the Terms, User must not use the Material. These Terms, as amended from time to time, are a legal agreement ("Agreement'') between Walt Disney Studios Motion Pictures or its affiliates ("WDSMP," also referred to herein as "we," "us," or "our'') and authorized members of the press who have registered with the site to access the Materials ("User(s)'', also referred to as "you" or ''your''). By using the Materials or clicking Agree, you signify your assent to these Terms. WDSMP reserves the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms periodically for changes. Your continued use of the Materials following the posting of changes to these Terms constitutes your acceptance of those changes. You acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the Materials through this website.

1. RESTRICTIONS ON USE OF MATERIALS

The Material is provided to you for the sole purpose of assisting you in publicizing and directly promoting the motion pictures distributed by WDSMP (the "Motion Pictures'') during the relevant promotional window as designated by WDSMP in press outlets throughout the territory. New and updated Material may be added to the site as they become available. You may not transfer the Material to anyone else without our prior written consent. Any unauthorized transfer or use of the Material is expressly prohibited and may subject you to criminal and civil penalties. You may not comingle the Materials with any other elements. Any other use, re-use, distribution or posting of the Materials is prohibited. You agree to include all applicable credits, promotional notices, copyright notices, trademark notices and other proprietary notices designated by WDSMP in all materials which include the Materials.

2. INDEMNIFICATION

User agrees to and will indemnify, defend and forever hold WDSMP (and its officers, directors, agents, employees, parents, affiliates, divisions and subsidiaries) harmless against and from any and all claims, costs, liabilities, judgments, damages and expenses (including, without limitation, reasonable attorneys' fees) arising out of any breach by User of any provision of these Terms, including any unauthorized use by User of all or any part of the Material. User will use its best efforts to cooperate with WDSMP in the defense of any claim. WDSMP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.

3. JURISDICTIONAL ISSUES

Unless otherwise specified, the Materials are presented solely for the purpose of publicizing the Motion Picture in the territory. You may supply Materials only to press outlets within the territory. WDSMP makes no representation that the Materials are appropriate or available for use outside of the territory. Parties outside the territory are not authorized to access this site or use any Materials.

4. TERMINATION

These Terms constitute an Agreement, which shall be in effect until terminated by either party. You may terminate this Agreement at any time by ceasing use of the Materials, destroying all Materials and all related documentation and all copies and installations thereof. This Agreement will terminate immediately without notice from WDSMP if in WDSMP's sole judgment you fail to comply with any provision of these Terms. Upon termination, you must cease use of Materials and destroy all Materials obtained from this site and all copies thereof, whether made under the terms of this Agreement or otherwise. If you do not immediately stop using such Materials after WDSMP has determined that you are acting in an unauthorized manner, you hereby grant WDSMP the right to instruct your Internet Service Provider to deactivate your website immediately. You agree to indemnify and hold WDSMP harmless from any claims and damages arising out of such instruction to your Internet Service Provider.

5. DISCLAIMER

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

Further, WDSMP explicitly disclaims any responsibility for the accuracy, content, or availability of information found on sites that link to or from this website from third parties not associated with WDSMP.

6. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WDSMP BE LIABLE FOR ANY SPECTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE. IN NO EVENT SHALL WDSMP'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (INCLUDING THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THIS SITE, EVEN IF WDSMP OR A WDSMP AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING THIS WEBSITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. LIQUIDATED DAMAGES

User understands and agrees that if User uses the Material in any way that is not permitted by these Terms or authorized by WDSMP, that WDSMP may suffer irreparable harm and that monetary damages would be inadequate to compensate WDSMP. User agrees that, in such event, WDSMP will be entitled, in addition to such monetary relief as may be recoverable by law, to such injunctive or other equitable relief as may be necessary to restrain any threatened, continuing or further use of the Material, without showing or proving any actual damages sustained, and without bond. User further agrees that the monetary damages that WDSMP would suffer would be substantial, but cannot be readily ascertained at this time. Accordingly, in addition to any remedy or relief to which WDSMP may be entitled, User agrees to pay to WDSMP, as liquidated damages and not as a penalty, a sum of $1,000 for each unauthorized download, use or access of any part of the Material. User agrees that such amount is fair and reasonable based on the circumstances existing at the time User downloads, uses or accesses the Material.

8. NO ADVERTISING, SOLICITATION OR ENDORSEMENT

You are prohibited from using the Disney name, characters or properties and those of its affiliated or related companies, in any advertising, offers or solicitations, in any media as a means to advertise or to suggest endorsement of any product or service.

9. NO SPONSORSHIP

In no way will User use the Material in a manner that implies that WDSMP is a sponsor of User or any of User's associated entities. The manner in which the Material is used may not be derogatory to or critical of the entertainment industry or of WDSMP (and its officers, directors, agents, employees, affiliates, divisions and subsidiaries) or of any Motion Picture and will not be used in a manner derogatory to or critical of the program(s) to which the Material is related or of any person involved with the production of the program(s) represented in the Material. Any breach of this paragraph will render this Agreement null and void and User will be liable to all parties concerned for defamation and copyright infringement, as well as breach of contract and for all of WDSMP's costs and expenses, including attorney's fees, incurred in connection with any resulting claim or litigation.

10. OTHER

(a) No waiver by WDSMP, whether express or implied, of any provision of these Terms will constitute a continuing waiver of such provision or a waiver of any other provision of these Terms. No waiver by WDSMP, whether express or implied, of any breach or default by User will constitute a waiver of any other breach or default of the same or any other provision of these Terms.

(b) The parties agree that they are to remain independent parties and that nothing contained in these Terms will be so construed as to constitute the parties as principal and agent, employer and employee, partners, or joint venturer, nor will any similar relationship be deemed to exist between the parties.

(c) These terms of use shall be governed by and construed in accordance with the laws of England and Wales, and the courts of London, England shall have exclusive jurisdiction in respect of any actions or claims under these terms of use and you hereby consent and submit to the personal jurisdiction of such courts; provided that nothing herein shall prevent the application and enforcement of mandatory and applicable law. We make no representation that the Materials are appropriate or available for use in any particular location. If you choose to access the Materials you do so on your own initiative and are responsible for compliance with all applicable laws including any applicable local laws.