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TERMS OF USE

Last revised July 16th, 2007

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE.

This web site (the "Site") is owned by Metro-Goldwyn-Mayer Studios Inc. or one of its subsidiary or affiliated companies, including Orion Pictures Corporation and United Artists Films Inc. (collectively, "MGM" or "we", "us" or "our"). The Site, any software used to operate the Site, the Downloads (as defined below), user-created content, advertising, communications from the Site and any and all other content, products, services, features and information that MGM offers to users on the Site may be referred to herein collectively as the "Service" (and any reference to the Service herein shall be understood to mean the Service as a whole or any portion thereof). MGM provides the Service subject to your compliance with the terms and conditions set forth in this Terms of Use (the "Agreement"). This Agreement is made between MGM and you, as a Site visitor and/or member ("you"). In addition, when using particular services or features of the Service, you shall be subject to any additional guidelines or rules applicable to such services or features that may be posted from time to time (including terms and conditions related to any purchase you may make on the Site and your use of any message boards, chat rooms, blogs or similar forums that may be available on the Site). To the extent there is a conflict between this Agreement and the terms of any additional guidelines or rules, the additional guidelines or rules will control, unless the additional guidelines or rules expressly state that this Agreement will control. In cases where there are no additional guidelines or rules, this Agreement will control.

By using the Service, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, please do not use the Service. We reserve the right at any time to change the terms of this Agreement. Any changes we make will be effective immediately on notice, which we may give either by posting the new Agreement on the Site or via electronic mail. Your use of the Service after such notice will be deemed acceptance of such changes. Be sure to review this Agreement periodically to ensure your familiarity with the most current version. Please also review our Privacy Policy.

MGM is an equal opportunity employer. MGM recruits, employs, trains, compensates and promotes without regard to race, color, religion, sex, national origin, disability, age, veteran status and other protected status in accordance with applicable law.

(1) CODE OF CONDUCT. While using the Service, you agree not to:

While using the Site, the Services, and/or Downloads (as defined below), you agree not to:

A. Post, transmit, or otherwise make available anything that is or may be: (i) threatening, abusive, harassing, degrading, hateful, or intimidating; (ii) defamatory or libelous; (iii) fraudulent or tortious; (iv) obscene, indecent, pornographic, profane, sexually explicit or otherwise objectionable, in MGM's sole discretion; (v) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such right; or (vi) in violation of any rights of any person or entity.

B. Violate any law or regulation; use the Service for any illegal purpose or to conduct any illegal activity; or post, transmit, or otherwise make available any material: (i) which is illegal or would give rise to criminal or civil liability; (ii) which encourages conduct that constitutes a criminal offense; or (iii) which encourages or provides instructional information about illegal activities, including hacking, cracking, or phreaking.

C. Post, transmit, or otherwise make available any material, non-public information about a company without the proper authorization to do so.

D. Harvest or collect personally identifiable information about users of the Service or "stalk" or otherwise harass other persons.

E. Impersonate any person or entity, including MGM, its parent, subsidiary and other affiliated companies and their respective officers, directors, employees, agents, suppliers and other representatives (collectively "MGM Parties"); falsely state or otherwise misrepresent your affiliation with any person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any materials transmitted through the Service; or expressly state or imply that we endorse any statement you make.

F. Post, transmit, or otherwise make available any virus, worm, Trojan Horse, easter egg, time bomb, spyware, or any other computer code, file, or program that may or is intended to damage, hijack or otherwise interfere with the operation of the Service or any hardware, software, or telecommunications equipment.

G. Interfere with or disrupt the Service, or the servers or networks that provide the Service; or disobey any requirements, procedures, policies, or regulations of such servers or networks.

H. Restrict or inhibit any other user from using the Service, including, without limitation, by means of hacking or defacing any portion of the Service.

I. Post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunities, or any other form of solicitation.

J. Reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes: (i) any portion of the Service; (ii) use of the Service; or (iii) access to the Service (as further set forth in Section 5 below).

K. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service.

L. Remove any copyright, trademark, or other proprietary rights notice contained on the Service.

M. Frame or mirror any part of the Service without the prior written authorization of a duly authorized MGM employee.

N. Create a database by systematically downloading and storing all or any of the content on or delivered through the Service.

O. Except for search engines presenting links to users searching for MGM and related entertainment content, use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents, unless otherwise permitted by MGM.

P. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.

Any more specific restrictions that follow any more general restrictions in the foregoing list are without limitation to such more general restrictions. While using the Service, you agree to comply with all applicable laws, rules and regulations.

(2) SUBMISSIONS.

You understand that users of the Service and other individuals or entities other than MGM may upload, post, email, transmit or otherwise make available to us or other users of the Service various information, content and other materials, including, without limitation, text, notes, "fanfiction," artwork, drawings, graphics, photos, music, software, story or character ideas, screenplays, songs, original artwork, creative suggestions, notes, drawings, ideas, concepts, know-how, suggestions or techniques contained or embodied therein (collectively, "Submissions").

A. Responsibility for Submissions. You understand that all information and other Submissions available through the Service, whether publicly posted or privately transmitted, are the sole responsibility of the person or entity from which such Submissions originated. This means that you, and not MGM, are entirely responsible for all Submissions that you make available via the Service. MGM does not control the Submissions made available via the Service and therefore does not guarantee the accuracy, integrity or quality of such Submissions. If you include personally identifiable information in your Submissions that appear on publicly available areas of the Service, then you may receive unsolicited messages from third parties. MGM cannot ensure the security of any information you post on publicly available areas of the Service. You understand that by using the Service, you may be exposed to content or other Submissions that are offensive or objectionable. We have no obligation to monitor the Service or any Submissions that you make available via the Service. However, you acknowledge and agree that we have the right to: (a) monitor the Service from time to time and the Submissions you make available on or through the Service; and (b) delete, edit, move, or disable any such Submissions. Under no circumstances will we be liable in any way for any of your Submissions including, but not limited to, any errors or omissions in your Submissions, or for any loss or damage of any kind incurred as a result of your Submissions.

B. License to MGM. Please do not send unsolicited Submissions to the Service, MGM, or the MGM Parties. However, please be aware that in the event that you send to us, or post or otherwise make available any Submissions anywhere on the Site or otherwise through the Service, you grant us a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license in, without limitation: (i) all right, title and interest to your Submissions; and (ii) all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in your Submissions. You further agree that Company will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, sub-license, post, translate, reproduce, distribute (through multiple tiers), publish, transmit, broadcast, display, disclose, modify, adapt, create derivative works based upon, perform (whether publicly, digitally or otherwise), develop, manufacture, distribute and use for advertising, marketing, publicity and promotional purposes, any of your Submissions or portions of your Submissions, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products. Our use of Submissions (if any) shall be free of any obligation of compensation, attribution, confidentiality or other obligation to you or any provider of such Submissions, and no MGM Party shall be liable for any use or disclosure of such Submissions. You hereby waive any moral rights you may have in and to any of your Submissions, even if the Submission is altered or changed in a manner not agreeable to you. You agree and understand that the MGM Parties are not obligated to post or use your Submissions submitted through the Service or otherwise, and may alternatively choose to discard your Submissions without any liability whatsoever. By submitting any content to MGM through the Service or otherwise, you represent that those Submissions are original with you or that you have the necessary rights to submit the Submissions and grant the rights granted to MGM herein; that the Submissions are not defamatory; and that your Submissions do not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights.

(3) OWNERSHIP AND RESTRICTIONS ON USE OF MATERIALS.

The Service is owned and operated by MGM in conjunction with our affiliates, licensors, licensees, partners, and others pursuant to contractual arrangements. You may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use materials from the Service in any way, without the prior written permission of a duly authorized MGM employee, except you may download one copy of such material on any single computer for your personal, non-commercial home use only, provided you keep intact, without change, all intellectual property and other proprietary notices. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Service. Copying, archiving storing, modifying or otherwise using the materials for any purpose not permitted by this Agreement is a violation of our (or our licensors') intellectual property and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Service. Unauthorized use of content on the Service may be a violation of federal and state laws (including federal and state laws relating to copyright infringement, trademark infringement, trademark dilution, unfair competition and cybersquatting), which may result in civil and criminal liability. MGM will enforce its intellectual property rights to the fullest extent of the law.

A. Marks. The MGM Lion Logo, MGM, MGM Studios, Metro-Goldwyn-Mayer, MGM.com, the "Roaring Lion" sound mark, Orion Pictures Corporation, United Artists Films Inc., and all associated logos and domain names are trademarks, logos, service marks, and/or domain names of MGM ("MGM Marks"). Other trademarks, service marks, logos, and/or domain names used on the Service (including the individual names of movies, television programs, or other entertainment shows and providers and the domain names associated therewith) are either the property of the MGM Parties (in which case they shall be included in the MGM Marks) or of third parties ("Third Party Marks"). You agree that you will not challenge the respective ownership rights of MGM or any third party in or to the MGM Marks or the Third Party Marks, and that you will not register or attempt to register any trademark, service mark, logo, and/or domain name that is identical or confusingly similar to any of the MGM Marks or Third Party Marks. You may not copy, imitate or otherwise use any MGM Mark or any Third Party Mark, in whole or in part, without the prior written permission of the owner of such Mark.

B. Downloads.In some instances, this Agreement and separate end user license agreements or terms of use that set forth additional conditions may apply to any software or files you download from the Service (including, without limitation, any audio files, video files, data files, and any files transmitted to you as part of the MGM newsletter or similar Services, images incorporated in or generated by the software, and data accompanying the software) (collectively, the "Downloads"). To the extent there is a conflict between this Agreement and the terms of any applicable end user license or similar agreement, the end user license or similar agreement will control, unless the end user license or similar agreement expressly state that this Agreement will control. In cases where there are no additional terms or conditions stated for any Downloads, this Agreement will control. If you download any Downloads from the Service, you are granted a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license in such Downloads by us or the owner of the Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we or the owner of such Downloads retain all right, title, and interest in and to the Downloads, and all intellectual property rights therein. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form, or transfer the Downloads to any third party. Any Downloads are done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from such Downloads.

C. Copyright Notice. If you believe that any Submissions or any other materials on the Service have been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

  • Your name, address, telephone number, and email address;
  • A description of the copyrighted work that you claim has been infringed;
  • The exact URL or a description of where the alleged infringing material is located;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. MGM's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: by email to comments@MGM.com (with subject "Copyright Complaints"); or by postal mail to MGM, 10250 Constellation Boulevard, Los Angeles, California 90067, Attn: Legal Department/DMCA Notices.

(4) RULES FOR SWEEPSTAKES, CONTESTS, AND PROMOTIONS

Any sweepstakes, contests, and promotions ("Promotions") accessible through the Service are governed by its own set of official rules. By entering or participating in such Promotions, you will become subject to those official rules. We urge you to read the applicable rules, which are linked from the particular Promotion. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable Promotion.

(5) PASSWORDS AND USER NAMES; INFORMATION YOU PROVIDE.

A. You are not obligated to register with MGM in order to access the Site or many of the services offered by the Service. However, MGM may offer certain features and services for which registration is necessary. If you register for any feature or service that requires a password and/or user name, you will either select your own password at the time of registration, or will receive an email notification from us with a randomly generated initial password. We may refuse to grant you, and you may not use, a user name (or email address) that is already being used by someone else; that may impersonate another person; that belongs to another person, without his or her prior consent; that violates the intellectual property or other rights of any person; that is vulgar or otherwise offensive; or that we reject for any other reason in our sole discretion. You are responsible for maintaining the confidentiality of your password, and agree not to transfer your use of or access to the Service to any third party. You are fully responsible for all activities that occur under your password or user name, including, without limitation, purchases. You agree to: (a) immediately notify MGM of any unauthorized use of your password or user name or any other breach of security, and (b) ensure that you exit from your account at the end of each session. No MGM Party shall be liable for any loss or damage arising from your failure to comply with all of the foregoing obligations.

B. In consideration of your use of the Service, you agree, where registration or any other information is requested, to provide true, accurate, current, and complete information about yourself, and, as permitted, to maintain and update it promptly to keep it true, accurate, current and complete. You agree that if any information you provide, or if we have reasonable grounds to suspect that any information you provide, is false, inaccurate, outdated, or incomplete, we may terminate your use of the Service.

(6) JURISDICTIONAL ISSUES.

Unless otherwise specified, the materials in the Service are presented solely for the purpose of promoting the entertainment, information, and community resources and services available in, and other uses in, the United States. We control and operate the Service from within the State of California, United States of America. We make no representation that the Service or any materials available on the Service are appropriate or available for use in other locations. Those who choose to access the 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. The Downloads are further subject to United States export controls. No user or third party may download or otherwise export or re-export, or cause the downloading, exporting or re-exporting of, any Downloads: (i) into any countries that are subject to U.S. export restrictions; 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 Downloads, 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. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

(7) TERMINATION.

MGM reserves the right, without notice or liability and at its sole discretion, to suspend or terminate this Agreement and/or your ability to access or use the Service, and to block or prevent future access to and use of the Service for any reason, including, without limitation, your breach of this Agreement or other conduct by you that MGM considers inappropriate. MGM reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service with or without notice. You agree that no MGM Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Service. Upon termination of your access to the Service, or upon demand by MGM, you must destroy all materials obtained from this Service and all related documentation. Any provisions of this Agreement which, by their terms, ought to survive, shall survive any termination of this Agreement.

(8) DISCLAIMERS.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE AND ALL INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, DOWNLOADS AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICE) ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE MGM PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, THE MGM PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE TIMELY UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICE (OR THE SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SERVICE, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF ANY MGM PARTY, WHETHER MADE ON THE SERVICE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

FURTHER, THE MGM PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, MGM SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SERVICE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

The MGM Parties neither endorse nor are responsible for any opinion, advice, information, statement or other Submission made or displayed on the Service by third parties (including any other user of the Service). Under no circumstances will any MGM Party be liable for any loss or damage caused by your reliance on any such Submission. Please remember that it is your responsibility to evaluate the accuracy and reliability of any opinion, advice, information or statement available on the Service. A possibility exists that the Service could include inaccuracies or errors. Additionally, a possibility exists that unauthorized alterations could be made to the Service by third parties. Although we attempt to ensure the integrity of the Service, the MGM Parties make no guarantees as to the Service's completeness or correctness.

(9) LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NONE OF THE MGM PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SERVICE (INCLUDING THE SITE AND ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICE) OR YOUR USE OF THE SITE, EVEN IF FORESEEABLE OR EVEN IF THE MGM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE MGM PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.

THE MGM PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SERVICE IS TO STOP USING THE SERVICE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE MGM PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SERVICE.

BY ACCESSING THIS SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

(10) LINKS TO THIRD PARTY CONTENT.

Links on the Service to third-party web sites (including any advertisements) are provided only as a convenience to you. If you use these links, you will leave the Service. MGM does not control or endorse any such advertiser or other third party web sites, and your dealings with such third parties are solely between you and such third parties. You agree that none of the MGM Parties will be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertiser or other third party links on the Service; for any content, goods or services provided on or through third party web sites; or for your use or inability to use such third party web sites. You will use these links at your own risk.

Without limiting the foregoing, certain services and features offered through the Service are provided by third parties outside of the Service. While the Service provides a link to these services, we have no control over these services or the companies that provide them. For example, our Site provides links to third party sites on which you can purchase DVDs, games and other merchandise, products or services or participate in blogs, message boards or similar forums. You understand and agree that we are not responsible in any way for your use of these services provided by third parties, and that your use of such services is subject to the terms and conditions established by such third parties. We encourage you to review such third parties' user terms and privacy policies before you use their services.

Descriptions of, or references to, products, services or publications within the Service do not imply endorsement of that product, service or publication.

(11) LINKING POLICY.

If you link to this Site, we require that you follow these guidelines. The link to this Site must not damage, dilute or tarnish the goodwill associated with any MGM property or any other intellectual property, nor may the link create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with MGM. You agree that you will not link to the Site from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in MGM's sole discretion). If you do link to the Site, the link must be in plain text, unless otherwise pre-approved in writing by MGM. Under no circumstances may you "frame" the Site or alter its intellectual property or content in any other way. MGM reserves the right, in its sole discretion, to terminate a link with any web site that it deems inappropriate or inconsistent with the Service or this Agreement.

(12) INDEMNIFICATION.

You agree to indemnify, defend and hold each of the MGM Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorneys' fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach of this Agreement, including, without limitation, any violation of the Code of Conduct set forth in Section 1 of this Agreement; (b) your use of the Service or activities in connection with the Service; (c) your Submissions; or (d) your violation of any law, rule or regulation. You will cooperate as fully required by the MGM Parties in the defense of any claim. MGM reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of MGM.

(13) GOVERNING LAW; LEGAL PROCEEDINGS.

A. THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA AND WHERE THE RELEVANT CONTACTS ARE WITH SUCH STATE SHALL GOVERN: (i) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT.

B. The parties hereby agree to submit any disputes or controversies arising out of or relating to any of the terms of this Agreement or the breach thereof to a referee mutually selected by the parties (or if they cannot agree, to a judicial referee appointed by the Presiding Judge of the Superior Court for the County of Los Angeles) and appointed and serving pursuant to California Code of Civil Procedure Section 638 or any amendment, addition or successor section thereto, which referee shall sit in Los Angeles County, California, without a jury, and shall hear, try and determine all issues in the case, whether of fact or law, and report a statement of decision thereon; provided, however, that if prior to the appointment of the referee, either party desires to obtain a preliminary injunction, temporary restraining order or similar provisional judicial order or decree, the party may seek and obtain such order or decree from any court of competent jurisdiction located in Los Angeles County, California, but the foregoing shall not limit or affect the application of this subparagraph (B) to all other matters, including any other relief sought by either party with respect to the dispute or controversy giving rise to such judicial order or decree. The parties intend this general reference agreement to be specifically enforceable. If the parties do not agree upon the fees to be paid to the selected or appointed referee, the fees shall be fixed and paid, as if the reference to such referee were involuntary, pursuant to California Code of Civil Procedure Sections 645.1 and 1023. Any retrial of any issue shall be subject to the provisions of this Paragraph in the same manner as specified hereinabove. However, notwithstanding any other provision of this Agreement, you agree that in the event of any dispute between the parties, the damages, if any, caused to you are not irreparable or sufficient to entitle you to enjoin or restrain the development, production, launch, advertising, exhibition or exploitation of the Service or any film, television program, show, web site, property, production or materials owned or controlled by the MGM Parties.

(14) COMPLIANCE.

You understand and agree that MGM will determine your compliance with this Agreement in its sole discretion. Any violation of this Agreement may be referred to law enforcement authorities.

(15) MISCELLANEOUS.

If any provision of this Agreement is found to 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. This Agreement is not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized MGM employee. 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. Any heading, caption or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that this Agreement will not be construed against MGM by virtue of having drafted this Agreement.

(16) CONTACTING US.

If you have any comments or questions regarding this Agreement, or wish to report any violation of this Agreement, please contact us at comments@mgm.com.