Copyright © 2009 - 2019 United Entertainment & Media Limited. All other trademarks are the property of their respective owners. All Rights Reserved

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. GENERAL TERMS OF USE (for visitors hereinafter “Users“)

 

 

Last updated 02/02/2016.

 

The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal use. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials (or authorise others to) for commercial gain, unless authorised by the appropriate copyright owner(s). The framing of the Website is permitted only with United Entertainment & Media's express agreement, and any stipulation on how the framing will be displayed or made available on any third party site shall be at United Entertainment & Media's sole discretion. United Entertainment & Media reserves the right to withhold consent for any reason and any failure to monitor or control each instance of framing shall not be considered a waiver of any of United Entertainment & Media's rights. Any framing by a third party shall not imply the endorsement or sponsorship of United Entertainment & Media.

 

You expressly agree that use of the Website and related services is at your sole risk. The Website, Materials, and related services are provided on an "as is" and "as available" basis. United Entertainment & Media makes no representations or warranties with regard to the Website or any Materials therein, whether express or implied, arising by law or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. By using the Website, Materials or related services, you agree that United Entertainment & Media will not be liable for any loss or damage of any nature whatsoever and howsoever arising out of or in connection with the viewing, use or performance of the Website, Materials or related services whether due to inaccuracy, error, omission or any other cause. United Entertainment & Media reserves the right to change any content on this Website, including but limited to revising and/or deleting or adding features or information without prior notice to users, if, however, you have any queries or comments about this Website and/or its content please let us know by sending us an email on marketing@uemlimited.com. By using this Website you agree to the Terms of Use. United Entertainment & Media reserves the right to prevent access to any user who is found to be in breach of these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. United Entertainment & Media's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Changes may be made to these Terms of Use from time to time. These terms of use are governed in all aspects by the Laws of England and Wales. Legal proceedings related to the matters set out in the terms of use shall be brought and adjudicated solely in the courts of England and Wales LINKS This Website may contain links to other Websites.

 

United Entertainment & Media is not responsible for or liable for the content or Terms of Use and practices of other Websites. All external Websites are accessed at the users' own risk. COOKIES United Entertainment & Media sometimes use cookies. A cookie is a small text file that can be stored on your computer's hard drive. It may be stored and updated at various times as you access the website. Each time you visit the website, the server may deliver certain customised information to your computer based on the data stored in your cookie. This allows United Entertainment & Media to tailor the service to your preferences. You are not obliged to accept a cookie and you may modify your browser so that it will not accept cookies. If you wish to purchase any items on the Website you need to ensure that cookies are enabled. If, however, you do not want to accept cookies please use the help tools provided with your internet browser to find out how to achieve this. We never use cookies to retrieve information from your computer which was not originally contained in the cookie. We use cookies and IP addresses for system administration and to monitor aggregate non-personalised information (such as anonymous statistics related to the take-up or use of services, or to patterns of browsing). Information will only be so transferred in circumstances where it is necessary to achieve the purposes set out in this Privacy Policy or the purposes made known to users at the time information is collected. PURCHASING CONTENT, PRODUCTS OR SERVICES ON THE WEBSITE If you wish to purchase any content, products or services offered on this Website you will be asked to supply certain information. You will be asked to provide your name and email address and depending on the method of payment you will be asked to provide details of either your credit card or your mobile phone. Access to certain content or products may be age restricted. Where any such restriction applies you will be asked to confirm that you are old enough to purchase the items or purchase and view the content as appropriate. MESSAGE BOARDS/WEBCHAT We may monitor any message board and/or web chat area which exists on this Website though we are not under any obligation to do so. We advise you to use care and discretion when disclosing personal information on any message board or on any chat area on this Website as other users may collect and use this information and this may result in users receiving unsolicited messages from other people. Please refer to the Safe Surfing Guide on this Website for some guidance. Users must not upload, post, publish or transmit any unlawful, fraudulent, libelous, defamatory, obscene, threatening abuse or otherwise objectionable information of any kind, in any area of the Website including on message boards and in web chat areas. United Entertainment & Media considers as constituting objectionable information any information which constitutes or encourages the breach of any intellectual property right including copyright whether such right is owned by United Entertainment & Media or any third party. United Entertainment & Media reserves the right to remove or edit (without notice) any item of information which it considers to be in breach of these Terms of Use and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental requests.

 

United Entertainment & Media also reserves the right to bar any user from the message board and webchat areas of the Website if he or she uploads, posts, publishes or transmits objectionable information in these areas. Any user of this Website should contact us immediately by email if he or she feels that any message posted on any message board or the content of any webchat is objectionable in any way. We will then endeavour to remove the objectionable messages if we consider it to be necessary. USE BY CHILDREN If you are under the age of 16 you should obtain the consent of your parents or legal guardians for submitting any personal information to this Website. Children under the age of 13 should not submit any personal information without the written consent of their parents or legal guardian. If you are a child under 13 and want to submit personal information to us please ask your parent or legal guardian to send us an email at marketing@uemlimited.com specifying that they consent to us collecting your personal information through this Website. You and your parents or legal guardians should also read the Safe Surfing Guide on the Website. Parents or legal guardians may review or change the personal information of their children or refuse further collection of any such information by sending an email to us at marketing@uemlimited.com. RESEARCH We are always looking to improve our user experience on the website and to find out more about our users' tastes in music. We conduct research with United Entertainment & Media by sending out questionnaires from time to time by email. If you receive one you do not need to complete it if you do not want to. If at any time you wish to stop receiving research questionnaires you can reply to the email address at the bottom of the email you receive. Alternatively, email us at marketing@uemlimited.com and tell us you do not want to receive any more questionnaires. FORWARDING WEB PAGES If we provide you with the opportunity to email a web page to another person, we will need to collect your email address and the email address of those to whom you send the page. We will use the email addresses collected this way for no other purpose except to send the web page, and the addresses will be deleted once the page has been sent unless you have opted in to receive information and promotions from us as set out above using the same email address, in which case we will retain your email address for this purpose unless and until you notify us that you wish to stop receiving information. FINANCIAL If we make a sale to you on this site we may use your financial information (including credit card transactions) to check your qualifications and bill you for and otherwise facilitate your purchase of products and services. When you make a purchase on the Site, we will provide your financial information (including credit card transactions) to our service providers and to such third parties. 

As we determine is necessary to process your transactions. These third parties may include the credit card companies and banking institutions used to process the transaction. Also, depending on the circumstances of our arrangements, we may share your financial information (including credit card transactions) with applicable Event Partners, primarily but not exclusively for facilitating "will call" ticket pick up and dispute resolution and customer service at the event venue on the date of the event. When you purchase products or services of third parties (such as magazine subscriptions) offered on eh Site, we will provide your financial information (including credit card transactions) to those third parties. Any of these various third parties are authorised to use your financial information in accordance with our contractual arrangements with such third parties and in accordance with their own privacy policies, over which we have no control.

 

HOW WE USE AND WHEN WE SHARE BROAD DEMOGRAPHIC INFORMATION We may use and may transfer to others to use, broad demographic information that may include data from your activity at the Site, but not personal information. For example, we use broad demographic information to tailor the site to the interests of our visitors, and we may share it with advertisers and other third parties so that they can tailor their advertisements and communications to the appropriate audience. United Entertainment & Media reserves the right to use such broad demographic information, and to allow others to make use of it, without limitation or restriction, and without further notice to you, in our sole and absolute discretion and is the sole and absolute discretion of those with whom we share such information. THIRD PARTIES When we include links to other internet sites, on this site and in our newsletters and other communications, we do so solely as a convenience to our visitors. Operators of such linked sites may acquire personal information about you through registration procedures or other means and may use that information in accordance with their own privacy policies, over which we have no control. Your access and use of linked sites are solely at your own risk. SECURITY Whenever we obtain your personal information we take reasonable precautions to protect it from unauthorised access or disclosure, but we cannot act as insurers of the security of your personal information transmitted over the internet. Accordingly, we assume no liability for any disclosure of data due to errors in transmission, unauthorised third-party access or other acts of third parties, or acts or missions beyond our reasonable control. DISCLOSURE If you are a member of the artist community you should note that when you complete your member profile this information may be viewed by other members. Accordingly, you should not provide any information in your member profile that you do not wish to share with third parties and you should have no privacy expectations with respect to the information contained within it. You should be aware that if you voluntarily disclose information online in a public accessible area, such as in your member profile, a message board or chat room, that information may be collected an used by others. We do not control the actions of our visitors. If you disclose personal information in your member profile message board or any other public accessible place on the internet you do so at your own risk and should understand that your submitted information may be collected and used by others to send you unsolicited messages, advertisements, or for other purposes. Please remember the protection of your privacy begins with you. You are solely responsible for maintaining the secrecy of any password you use to register, and you should always be careful and responsible whenever disclosing information online.

 

AND FINALLY, United Entertainment & Media may make changes to these terms and conditions and privacy policy from time to time but will not change the way we use your information provided previously without your express consent. If any provision of this privacy policy is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. United Entertainment & Media's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. The privacy policy is governed in all respects by the laws of England and Wales. Legal proceedings related to the matters set out in the Privacy Policy shall be brought in and adjudicated solely in the courts of England and Wales United Entertainment & Media Limited, 31-33 High Holborn, London, WC1V 6A

 

 

2. TERMS OF USE (for owner or holder of the submitted intellectual property rights material (hereinafter “Licensor“)

 

Effective as of Jun 16th, 2014

 

United Entertainment & Media Limited allows owners and holders of rights to an intellectual property rights material (script, musical work, book etc)  or  (each, a “Owner/Holder”) to submit their materials directly to the website located at www.uemlimited.com (the “Site”), via download link(s) or emails and through its subsidiaries and affiliates.

 

Notice: By using our services and submitting materials, you represent and warrant that (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the our services does not violate any applicable law, rules, regulations or orders. Your submitted material may be rejected and/or deleted without warning if we believe that you are under 18 years of age or otherwise, are not eligible pursuant to the foregoing.

 

These Terms of Use (this “Agreement”) constitute a binding legal agreement between you and United Entertainment & Media Limited (hereinafter “Licensee“) and apply to your use of the Services or otherwise accessing the Site. Please read this Agreement carefully. If you do not agree with this Agreement, you must NOT submit any music, any script, any photograph, any book, or other intellectual property rights materials, you must leave the Site and discontinue use of the Services immediately. By accessing the Site, submitting your materials and/or using the Services, you acknowledge that you have read, understand and agree to be bound by this Agreement, whether you are simply a “Visitor“ (which means that you just browse the Site) or you are a “Photographer, Musician, Screenwriter or Author”. The Visitor (hereinafter “User“) and the owner or holder of the submitted intellectual property rights material (hereinafter “Licensor“).

 

We may modify this Agreement from time to time by posting the amendments on the Site, and such modifications shall be effective upon such posting. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By using the Site and/or the Services after any such modification, you agree to be bound by all such modifications from the time of such use. You should periodically visit this page to determine the current Agreement to which you are bound. When this Agreement is modified, we will also modify the "effective as of" date set forth at the beginning of this Agreement.

 

If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site or specific Services, the terms with respect to the specific portion of the Site or specific Services shall control with respect to your use of that portion of the Site or that specific Service.

 

I. Submitted materials

 

Licensor is the sole owner/controller or holder of the submitted materials, and wishes to license, on a non-exclusive basis, those materials; 

- musical works (compositions and master recordings for Film/TV Placement, Soundtracks, Commercials, Video Games, Background Music, Digital and CD Compilations, Multimedia, as well as digital distribution and in-store music licensing, directly or through its subsidiaries and affiliates (all of which are hereinafter defined); for the Term (as hereinafter defined) and Territory (as hereinafter defined);

- a book, for the purpose of being published and marketed;

- a script, for the purpose of being pitched to our affiliates and partners; 

- photographs, for the purpose of being published and marketed.

 

 A. Musical Works

 

WHEREAS Licensee desires to exploit those compositions and master recordings and to issue License(s) (as hereinafter defined), administer and collect all revenues from each Licensed Use (as hereinafter defined); and compensate Licensor for such Licensed Uses.

 

 

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

 

1. RIGHTS GRANTED

Licensor hereby grants to Licensee the followings rights in relation to the compositions and masters throughout the world during the term of this agreement:

 

a. The non-exclusive right to license the compositions and masters to third parties for Film/TV Placement, Soundtracks, Commercials, Video Games, Background Music, Digital and CD Compilations, Multimedia, as well as digital distribution and in-store music licensing.

 

b. The non-exclusive right to use and publish the name, logo, approved likeness of the artist and other persons associated with the Licensed Songs and approved biography of the Licensor in connection with the exploitation by the Licensee of the rights granted hereunder this agreement.

 

c. Subject to the rights of any performing rights society, the right to authorize the public performance and broadcast of records containing the compositions and masters;

 

d. And the non-exclusive right to use extracts taken from the masters not exceeding 30 seconds in any single usage and all media and any and all formats now known, or hereafter devised in connection with the promotion of Licensor’s music catalogues. Licensee also reserves the right to feature the Licensed Songs in a playlist, include the Licensed Songs in a Storage Media for commercial or promotional use, sublicense any of its rights to its parent, subsidiaries or affiliates, or refrain from doing any of the foregoing in its sole discretion.

 

e.  Licensor retains 100% of the writer and publisher’s share. The licensee shall directly pay to the Licensor the performance royalties accrued from the background/in-store music placements, however, Licensor shall receive all other public performance royalties throughout the world directly from the performing rights organization to which Licensor is an affiliated member.

 

2. ROYALTIES

a. Licensee shall be entitled to keep for Licensee’s own benefit fifty percent (50%) of all license fees, synchronization fees and master use license fees earned in connection with the rights granted in section 1 (a) and for any placements secured or negotiated by Licensee on behalf of Licensor (individually and collectively hereinafter referred to as the “Fees”).

 

b. Fifty percent (50%) of any and all gross revenues actually received or credited to Licensee’s account from the exploitation by Licensee through its subsidiaries and affiliates or other partner web addresses or websites controlled by Licensee.

 

c. In the event any user is paying a blanket use fee for the use of a package of compositions, Licensor’s share of such blanket fee shall be calculated based upon the number of musical works in such package which were provided by Licensor, compared to the total number of compositions and master recordings in such package. Varying length versions of the same composition shall constitute a single composition. If the package is licensed for usage over a period of more than one (1) year, or if the license of the package requires additional compositions to be provided by Licensee as a part of such blanket fee, the blanket fee shall be prorated on an annualized, level basis to reflect the period of such license agreement and the total number of compositions to be provided thereunder.

 

3. ACCOUNTING

a. The amounts payable to Licensor will be paid within 45 days after the end of each calendar quarter (March 31, June 30, September 30, and December 31).

 

b. Licensee will accumulate amounts payable to Licensor until the Licensor’s account balance reaches GBP 100.00, at which time Licensee will pay Licensor according to the normal distribution schedule listed in Section 3 (a). In the event Licensor or Licensee elects to terminate this agreement, all monies owed to Licensor will be paid upon termination regardless of account balance.

 

4. TERRITORY: Worldwide

 

5. TERM AND TERMINATION OF AGREEMENT

The initial term of this Agreement is for 36 months starting from your submission’s date. The term will be renewed automatically for a successive 1-year term unless either Licensee or Licensor provides notice of termination 90 days prior to the original term’s termination date.

 

Upon Termination, Licensee will discontinue offering and marketing musical works to third parties and will remove musical works from hard-drives, websites and any other distribution medium within Licensee’s control, within the end of the first full calendar after the termination date. Unless musical works are part of a sub-licensee’s blanket agreement for a specific term, musical works will be removed at the expiration of the sub-licensees’ agreement. Licensee will not be responsible for the recall of any CD or Phonograph Records once placed in the marketplace.

 

After Termination, Licensee retains the right to issue licenses, collect payment and remit Licensor’s share of revenue per the terms of this agreement, of any usage of the musical work occurring after the Termination but placed in the market before Termination. Further, Licensee retains the right to collect payments and remit Licensor’s share of revenue on any licenses issued prior to termination per the terms of this agreement.

 

6. WARRANTY

Licensor warrants and represents that all Musical Works listed on the exhibit A are Pre-Cleared for licensing to and by Licensee:

Licensor warrants and represents that for each Musical Work, Licensor owns, controls, administers and/or represents 100% of all copyrights in the Musical Work(s) that are subject to this Agreement, and that NO SAMPLES, COVERS, QUOTES, OR ANY PART OF ANOTHER’S COPYRIGHT ARE USED WITHOUT WRITTEN PERMISSION FROM ALL NECESSARY RIGHTS HOLDERS for any use.

 

Licensor warrants and represents that Licensor, nor any entity or person represented by Licensor, is bound by any agreement that prevents Licensor from entering into this Agreement.

Licensor agrees that any third party may use portions of or the entire musical work, and may edit, loop, enhance, or modify the musical work, provided that any such change shall not alter the fundamental character of the portion of the musical work being used, and any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the third party, in or to the resultant master recording or underlying composition. Licensor accepts and agrees that with respect to any Licensed Use, including those in a foreign territory outside of the US and UK such changes and alterations may be made without their approval.

 

Licensor waives any so-called “moral rights” which may now be or may hereafter to recognized, as well as any and all claims which it has or may have against Licensee, its sub-licensees, successors and assigns, by use of the musical works and its underlying Original Composition and Original Master Recording.

 

Licensor has obtained all necessary consents and Licenses with regard to all Original Compositions, Original Master Recordings, and the musical works. And it is not aware of any judgments, decrees, awards, orders or injunctions, actions, and or claims, threatened or pending against Licensor with regard to the Original Compositions, or the Original Master Recordings, directly or indirectly.

 

The licensee shall not be required to make any payments to Licensor or on Licensor’s behalf for or in connection with the acquisition, exercise or exploitation of rights by Licensee pursuant to this Agreement, except as specifically provided in this Agreement. Licensor agrees to be solely responsible for and shall pay all sums due to the writers, artists, producers, and other third-party payments, and all other persons entitled to receive compensation with regard to the Original Compositions, Original Master Recordings and the musical works exploited hereunder.

 

B. Books

We do no longer accept unsolicited book submission via the website (effective as of May 5th, 2017)

 

C. Scripts

We do no longer accept unsolicited script submission via the website (effective as of May 5th, 2017)

 

D. Photographs

We do no longer accept unsolicited script submission via the website (effective as of May 5th, 2017)

 

For book, script and photographic materials, please call to set up a personal meeting. 

Phone: +44 20 3856 3831

 

II. Prohibited materials

 

This is a partial list of materials that are illegal or prohibited to be submitted on the site (www.uemlimited.com):

1) sexually explicit or violent; 

2) solicits personal information from anyone under 18;

3) offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

4) obscene or lewd or contains nudity or violence, or is otherwise offensive or objectionable subject matter or contains a link to a website containing any such Content;

5) harasses or advocates harassment of another person;

6) promotes information that you know or should know is false or misleading or promotes conduct that is abusive, threatening, obscene, defamatory or libelous;

7) promotes an illegal or unauthorized copy of another person's copyrighted work, providing information to circumvent copy-protect devices, or providing pirated music or links to pirated music files;

8) furthers or promotes any illegal activity or criminal enterprise or provides instructional information about illegal activities including without limitation making or buying illegal weapons or providing or creating computer viruses;

9) includes a photograph, book, script, image or likeness of another person that you have posted without that person’s consent; or

10) violates the copyright, trademark, patent, trade secret, privacy, publicity, contract right or any other right of any person.

 

7. ASSIGNMENT

The licensee shall have the right to assign this agreement and any of its rights hereunder and to delegate any of its obligations hereunder in whole or in part, to any person, firm or corporation. You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of United Entertainment & Media Limited, and any such attempted assignment or transfer without such prior written consent shall be null and void.

 

8. INDEMNIFICATION

Licensor and Licensee shall, at all times, indemnify and hold one another, their licensees, assignees and affiliated companies, and the officers, directors, employees, and agents of all the foregoing, harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees, expenses and court costs) arising out of the exercise of any rights granted herein or out of any breach by Licensor or Licensee, and their officers, directors, employees and agents of all the foregoing, of any representation, warranty or provision contained herein or any claims thereof.

 

9. APPROVALS

As to all matters to be determined by mutual agreement, or as to which any approval or consent is required, such agreement, approval or consent will not be unreasonably withheld unless otherwise specified herein.

 

10. NOTICES

All notices under this Agreement to United Entertainment & Media Limited will be in writing and will be given by courier or other personal delivery or by registered or certified mail (as to all of the foregoing, prepaid return receipt requested), or by facsimile transmission (with a copy sent currently by certified mail, return receipt requested), as designated by notice by the party concerned or simply via email (see below).

TO LICENSOR: As we receive a huge volume of submissions, United Entertainment & Media Limited is not required to inform the Licensor, whether or not the submitted materials have been accepted or rejected. However, when a submitted material has been placed in a project and a minimum royalty of GBP 100.00 has been generated, United Entertainment & Media Limited will contact the Licensee via the email that the Licensee has provided and request a (Paypal) email account or a bank account to transfer the Licensor’s share of royalty.

TO LICENSEE: United Entertainment & Media Limited, 31-33 High Holborn, London, WC1V 6AX, United Kingdom

Via Email: info@uemlimited.com

 

11. EVENTS OF DEFAULT: REMEDIES

As a condition precedent to any assertion by any party hereunder of any default or breach under this Agreement, or of any warranty, representation or covenant contained herein, the non-defaulting party shall first notify the other, reciting the nature of such default or breach and the specific facts upon which such claim is based. The party allegedly in default shall have a period of thirty (30) days from receipt of such notice within which to cure such breach or default. During such (30) day period, no default or breach of this Agreement shall be deemed to be incurable.

 

12. RELATIONSHIP

You and United Entertainment & Media Limited enter into this Agreement as independent contractors, and neither United Entertainment & Media Limited nor you shall be or construed to be a partner, joint venturer, agent or employee of the other party.

 

13. LIMITATION ON LIABILITY 

a. In no event shall United Entertainment & Media Limited or any of its affiliates, or any officers, directors, employees, agents, owners or representatives of any of the foregoing (collectively, “related parties”) be liable to you or any other party for any special, indirect, reliance, incidental, punitive, exemplary or consequential damages of any kind, lost profits, lost revenue, loss of business, or loss of goodwill, whether arising in contract (including without limitation any non-standard music rights agreement or any type of agreement), tort (including without limitation negligence) or otherwise, or for any breach of associated with the transmission of sensitive information through the site, even if United Entertainment & Media Limited or any of its related parties have been notified of the possibility thereof. 

 

b. Regardless of the previous paragraphs, if any related party is found liable, the aggregate liability of the related parties for any and all claims, actions, demands, losses, liability, damages (actual and consequential), costs, expenses or similar items of any kind of nature, whether known or unknown (collectively, “claims”) arising under or related to this agreement, the site, the services or otherwise shall be limited to the greater of (I) GPB 50, or (II) the fees actually paid to and retained by United Entertainment & Media Limited for the services giving rise to the liability. 

 

14. AMENDMENTS TO THE AGREEMENT TO ARBITRATE

 

You and United Entertainment & Media Limited agree that if United Entertainment & Media Limited amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.

 

If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and United Entertainment & Media Limited will be resolved exclusively by the High Court of Justice in London, United Kingdom.

 

15. FORCE MAJEURE

United Entertainment & Media Limited shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of United Entertainment & Media Limited, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

 

16. GENERAL PROVISIONS

This Agreement and any attachments constitute the entire understanding between the parties with respect to the subject matter hereof.

 

a. This Agreement and the Privacy Policy constitute the entire agreement between you and United Entertainment & Media Limited regarding your submitted materials and/or the Services, operate to the fullest extent permissible by law and supersede all prior and contemporaneous agreements, understandings, proposals, and negotiations of any kind, whether oral or written, with respect to the subject matter hereof and thereof. The failure of United Entertainment & Media Limited to exercise or enforce any right or provision shall not operate as a waiver of such right or provision. Headings are inserted for convenience of reference only and shall not be used for the purpose of interpreting this Agreement or the Privacy Policy. No party may create any obligation on behalf of any other party except as expressly set forth in this Agreement in connection with the applicable Order. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect, and that provision shall, to the fullest extent lawful, be reformed and construed as if such invalid, unlawful, void or unenforceable provision (or part thereof) had never been included herein and to be valid, lawful and enforceable to the maximum extent possible.

 

b. This Agreement shall be construed and shall take effect in accordance with the laws of England and the words and expressions used herein where the context so admits shall have the meanings as are assigned to them by the act and the parties hereto hereby submit to the jurisdiction of the High Court of Justice in London.

 

c. In the event of any action, suit or proceeding arising from or based on this Agreement brought by either party against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys’ fees and costs in connection therewith in addition to any other relief to which the prevailing party may be entitled.