Please read these Terms and Conditions of Service ("TOS") carefully before using this site. By continuing to access or use this site, or any service on this site (collectively, the "Service"), you signify your acceptance of these terms and conditions of service.
Baseline, LLC (dba Baseline StudioSystems, StudioSystem, SpecMarket, BaselineFT, InBaseline, Hollywoodpro, Baseline Research, Screenline, ScriptShark, Filmtracker, Baseline, Scriptlog, and Infosource) ("Baseline") has created this privacy statement in order to demonstrate our firm commitment to privacy. The following discloses our information gathering and dissemination practices for this website, The Studio System:
Notwithstanding anything to the contrary in these TOS, in the event of a conflict between these TOS and any written agreement between Baseline and you, the terms of that written agreement shall govern.
These Terms of Service were last modified on December 13, 2012.
1. User Consent to Terms and Conditions of Service.
2. Intellectual Property.
The Service, (which includes, without limitation, any text, content, photographs, video, audio, graphics software and source code), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries, and may not be displayed, reproduced, distributed, modified or used in any other manner except with the written permission of Baseline. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service or the TOS.
3. Use of Material.
Baseline authorizes you to access and use the Service solely for your personal, non-commercial use. You may not sell or modify the Service, and you may not reproduce, display, publicly perform, distribute, or otherwise use the Service in any way for any public or commercial purpose. As an express condition of your use of the Service, you warrant to Baseline that you will not use the Service for any unlawful purpose or purpose prohibited by these TOS. If you violate any part of these TOS, your permission to use the Service automatically terminates and you must immediately destroy any copies you have made of any material obtained through the Service. Baseline makes no representation that the Service is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or import into any other country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction outside of the United States from which you may access the Service.
4. Member Conduct.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Baseline, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. Baseline does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is inaccurate, incomplete, offensive, indecent or objectionable. Under no circumstances will Baseline be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service. You agree to not use the Service to: upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; harm minors in any way; impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 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; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionally violate any applicable local, state, national or international law; "stalk" or otherwise harass another; or collect or store personal data about other users.
5. Use Of Web Forums At Your Own Risk.
The Baseline Service contains bulletin board services, chat areas, news groups, forums, communities and other message and communication facilities (collectively "Forums"). Baseline does not control the files, information, or messages (collectively, "Information") delivered to or displayed in the Forums, unless otherwise noted therein, and Baseline assumes no duty to, and does not, monitor or endorse Information within the Forums, nor does Baseline represent or guarantee the truthfulness, accuracy or reliability thereof or that the Information complies with the terms of these TOS. Baseline reserves the right at all times to edit, refuse to post, or to remove any Information, in whole or part, that Baseline, in its sole discretion, deems inappropriate for inclusion in the Forums. Baseline reserves the right to expel you from or suspend your access to some or all of the Forums for violating the law or these TOS. The Forums are public and not private communications and may be read by others without your knowledge or permission. Although a particular community may have a policy of limited membership or access, Baseline shall have no liability if unauthorized persons nevertheless obtain access to the community. Your use of the Forums is at your own risk and you must be careful about disclosing your personal information. You acknowledge and agree that Baseline may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the TOS; respond to claims that any Content violates the rights of third-parties; or protect the rights, property, or personal safety of Baseline, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve transmissions over various networks and Baseline may need to make changes to conform and adapt to technical requirements of connecting networks or devices.
6. Restrictions on Use.
You agree not to use, transfer, distribute or dispose of any information contained in the Service in any manner that could compete with the business of Baseline. You agree to protect the proprietary rights of Baseline and all others having rights in the Service and Content during and after the term of this agreement and to comply with all reasonable written requests made by Baseline or its suppliers of content, equipment or otherwise to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify Baseline in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights.
7. Further Restrictions on Use.
YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN AND DO NOT MODIFY ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES THEREON. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF BASELINE'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM NOW OR HEREINAFTER KNOWN INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF BASELINE. FURTHERMORE, YOU MAY NOT USE ANY OF BASELINE'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH BASELINE'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF BASELINE'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU FURTHER AGREE THAT YOU MAY NOT USE WEB-ACCELERATED BROWSERS OR PRODUCTS (INCLUDING BUT NOT LIMITED TO NETJET, NETSONIC, MSIECRAWLER AND TELEPORT-PRO), OR OTHER APPLICATIONS THAT ARE CAPABLE OF COPYING LARGE PORTIONS OF CONTENT FROM THE SITE. BASELINE CAN DETECT THE USE OF THESE SYSTEMS THROUGH LIVE LOGFILE ANALYSIS AND WILL BAN ANY FUTURE USE BY OFFENDERS. YOU MAY NOT USE ANY DEVICE, SOFTWARE OR ROUTINE OR THE LIKE TO INTERFERE OR ATTEMPT TO INTERFERE WITH ANY SITE FUNCTIONALITY; TAKE ANY ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON THE SITE INFRASTRUCTURE; USE ANY E-MAIL ADDRESSES APPEARING ON THE SITE FOR PURPOSES NOT RELATING SPECIFICALLY TO THE SITE; ACCESS THE SITE BY ANY MEANS OTHER THAN THROUGH THE INTERFACE THAT IS PROVIDED BY BASELINE, OR ATTEMPT TO ACCESS ANY AREA OF THE SITE TO WHICH YOUR ACCESS IS NOT AUTHORIZED; OR REVERSE ENGINEER, REVERSE ASSEMBLE OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE RELATING TO THE SITE, EXCEPT TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY APPLICABLE LAW NOTWITHSTANDING THIS LIMITATION.
You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by Baseline ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.
9. Rights Reserved.
All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and Baseline, at all times be and remain the sole and exclusive property of Baseline. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to Baseline for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use Baseline's Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without Baseline's prior written approval.
10. Fees and Payments.
Baseline reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. If at any time Baseline requires a fee for portions of the Service or the Service as a whole, Baseline will require you to register and create an account ("Account"). In no event will you be charged for access to portions of the Service or to the Service unless Baseline obtains your prior agreement to pay such charges. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Service by Baseline or by any other vendor or service provider. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Service through your account, and the purchase of any other products or services. Certain portions of the Service or the Service as a whole may require a prepaid fee ("Prepaid Fee"). The Prepaid Fee, and all taxes and other fees related thereto will be paid by you in advance. In no event will you receive any portions of the Service or the Service as a whole if a Prepaid Fee is required unless Baseline receives all fees and charges payable by you, including the Prepaid Fee. If you elect to terminate your account or stop use of the Services, you will not receive a refund of any Prepaid Fees. If you do not make timely payment, Baseline may cease to provide the Services to you until such time as you pay the full amount due to Baseline. In addition to any other remedy permitted by law, Baseline shall charge, and you shall be obligated to pay the greater of (i) interest on the unpaid balance at a rate of 1 1/2% per month, provided that in the event that such rate exceeds the maximum rate permitted by law, interest on the unpaid balance at the maximum rate permitted by law, or (ii) a late fee of ten dollars ($10) per month for any month during which any amount payable hereunder is overdue.
11. Registration and Account Creation.
As part of the registration and account creation process necessary to obtain access to portions of the Service that require a fee or payment, you will select a subscriber identification ID and a password. You will provide Baseline with certain registration information, all of which must be accurate and updated. You shall not select a subscriber ID already used by another person; use a subscriber ID in which another person has rights without such person's authorization; or use a subscriber ID or password that Baseline, in its sole discretion, deems offensive or inappropriate. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify Baseline of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are solely responsible for all usage or activity on your Baseline account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, in Baseline's sole discretion, and Baseline may refer you to appropriate law enforcement agencies. You are responsible for all charges, if any, incurred up to the time the account is terminated.
12. Disclaimer and Limitation of Liability.
YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS OR ADVERTISEMENTS (THE "ITEMS") ARE PROVIDED "AS IS" AND THAT BASELINE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR USE. BASELINE DOES NOT WARRANT THAT THE SERVICE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE SERVICE IS FREE OF ERRORS OR VIRUSES, WORMS OR "TROJAN HORSES" AND IS NOT LIABLE FOR ANY DAMAGE YOU MAY SUFFER AS A RESULT OF ANY SUCH DESTRUCTIVE FEATURES. UNDER NO CIRCUMSTANCES SHALL BASELINE, ITS SUPPLIERS AND ITS THIRD-PARTY AGENTS HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY INJURY OR DAMAGES, WHETHER CAUSED BY THE NEGLIGENCE OF BASELINE, ITS EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE ARISING IN CONNECTION WITH THE SERVICE OR ANY PROVISION OF TOS AND SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSSES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, PUNITIVE, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF A BASELINE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM AGAINST BASELINE BY ANY OTHER PARTY OR ANY FAULT, INACCURACY, OMISSION, DELAY OR ANY OTHER FAILURE IN THE SERVICE CAUSED BY YOUR COMPUTER EQUIPMENT OR ARISING FROM YOUR USE OF THE SERVICE ON SUCH EQUIPMENT. THE CONTENT OF OTHER WEB SITES, SERVICES, GOODS OR ADVERTISEMENTS THAT MAY BE LINKED TO THE SERVICE IS NOT MAINTAINED OR CONTROLLED BY BASELINE. BASELINE IS THEREFORE NOT RESPONSIBLE FOR THE AVAILABILITY, CONTENT OR ACCURACY OF OTHER WEB SITES, SERVICES OR GOODS THAT MAY BE LINKED TO, OR ADVERTISED ON, THE SERVICE. BASELINE DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE LINKS PROVIDED ON, OR TO, THE SERVICE, GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNES OR ADEQUACY OR ANY OTHER WEB SITES, SERVICES, GOODS OR ADVERTISEMENTS THAT MAY BE LINKED TO THE SERVICE OR MAKE ANY ENDORSEMENT, EXPRESS OR IMPLIED, OF ANY OTHER WEB SITES, SERVICES, GOODS OR ADVERTISEMENTS THAT MAY BE LINKED TO THE SERVICE. BASELINE IS ALSO NOT RESPONSIBLE FOR THE RELIABILITY OR CONTINUED AVAILABILITY OF THE TELEPHONE LINES AND EQUIPMENT YOU USE TO ACCESS THE SERVICE. YOU UNDERSTAND THAT BASELINE AND/OR THIRD-PARTY CONTRIBUTORS TO THE SERVICE MAY CHOOSE AT ANY TIME TO INHIBIT OR PROHIBIT THEIR CONTENT FROM BEING ACCESSED UNDER THE TOS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL BASELINE'S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO BASELINE FOR THE SERVICES, IF ANY. ALTHOUGH BASELINE EMPLOYEES MAY ASSIST A MEMBER IN FRAMING SEARCH REQUESTS FOR RESEARCH OR FOR OBTAINING RESEARCH (INCLUDING THE PREPARATION OF A RESEARCH REPORT), ANY SUCH ASSISTANCE RECEIVED FROM BASELINE EMPLOYEES WILL BE SOLELY AT YOUR RISK. THE ORGANIZATIONS OTHER THAN BASELINE THAT COMPILE AND PUBLISH THE MATERIALS INCLUDED IN THE SERVICES ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF SUCH MATERIAL AND YOU SHALL MAKE NO CLAIM AGAINST BASELINE ARISING OUT OF THE CONTENTS OF SUCH MATERIALS, INCLUDING, BUT NO LIMITED TO, DEFAMATION AND INVASION OF PRIVACY. BASELINE DOES NOT WARRANT THE COMPREHENSIVENESS, ACCURACY, OR ADEQUACY OF THE SERVICES FOR ANY PARTICULAR USE OR PURPOSE, NOR DOES BASELINE INDEMNIFY YOU AGAINST ANY CLAIM FOR COPYRIGHT INFRINGEMENT OR ANY OTHER CLAIMS. IN ADDITION, EXCEPT AS AUTHORIZED BY BASELINE, YOU WILL NOT BY ANY MEANS MAKE OR MAINTAIN A COPY OF ANY PORTION OF THE LIBRARIES OF THE SERVICES FOR ANY PURPOSES WHATSOEVER.
13. Representations and Warranties.
You represent, warrant and covenant that: (a) you have the power and authority to enter into this agreement; (b) you are at least eighteen (18) years old or if you are younger, your parents or legal guardian has approved your use of the service as evidence by sending an email here (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the TOS.
You agree to indemnify and hold Baseline, and its subsidiaries, affiliates, officers, agents, suppliers, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.
Baseline may terminate your account and/or access to the Service with or without cause at any time and effective immediately. Upon termination of your account by Baseline, you must discontinue use of the service and destroy all materials obtained from the Service.
You may terminate your account by sending an email to email@example.com, but you shall remain responsible for any payment obligations set forth in these TOS or any Service Order or other written agreement. You will not be refunded any Prepaid Fees.
Your account and rights to access the Service will terminate immediately without notice from Baseline if you, in Baseline's sole discretion, fail to comply with any provision of these TOS or Baseline in its sole discretion, terminates the Service to you for whatever reason, effective immediately. Upon termination by you or upon termination by Baseline, you must immediately cease all use of the Service and destroy all materials obtained from the Service and any copies thereof.
16. Governing Law; WAIVER OF JURY TRIAL.
The TOS shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN US, WHETHER UNDER THESE TOS OR OTHERWISE RELATED TO THE SERVICE, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.
17. Access Outside the United States.
Baseline does not represent that materials in the Service are appropriate or available for use in countries outside the United States. If you choose to access the Service from outside the United States, you are responsible for compliance with foreign and local laws.
You accept that Baseline has the right to change the Content or technical specifications of any aspect of the Service at any time at Baseline's sole discretion. You further accept that such changes may result in your being unable to access the Service.
The section titles in the TOS are used solely for the convenience of you and Baseline and have no legal or contractual significance.
If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.
21. Entire Agreement.
22. Copyright Agent
Baseline respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Baseline (either via e-mail here or mail to 3415 S. Sepulveda Blvd, Suite 200, Los Angeles, CA 90034) the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; 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; 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.
This agreement may not be assigned, in whole or in part, by you without the express prior written approval of Baseline.
24. Force Majeure
Baseline shall not be liable or deemed to be in default for any delays or failure in performance or interruption of the Services resulting directly or indirectly from any cause of circumstances beyond the control of Baseline, including but not limited to, Acts of God, acts of public enemy, war, accident, fires, electrical failures, telephone system failures, restraining orders or decrees of any court, strikes, postal delays, explosions, governmental orders, or regulations.