These Studio System™ Terms of Service (“Terms”) govern your use of the Studio System™ platform (“Studio System™”) made available by Baseline, LLC d/b/a Gracenote (“Gracenote”) via the Studio System™ online portal and mobile application.
In order to access Studio System™, you must register through Studio System™ and affirmatively agree to these Terms on behalf the individual or entity that you are registering (“Licensee”). By clicking “I agree to the Terms of Service” you represent and warrant that you have read and agreed to these Terms and that you have the legal authority to bind Licensee to these Terms. You agree, on behalf of Licensee, that acceptance of these Terms creates a legal agreement between Gracenote and Licensee (this “Agreement”).
Gracenote may amend or modify the terms of this Agreement in its sole discretion with or without notice. In the event of such amendment or modification, Licensee agrees that any amended or modified terms supersede all prior versions of this Agreement, and that Licensee shall be bound by such amended or modified terms.
1. License Grant. Subject to Licensee’s compliance with the terms and conditions of this Agreement, and solely for the duration of the Term, Gracenote hereby grants Licensee a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to access and use Studio System™, and to print, download and export reports containing Studio System™ data, solely for Licensee’s internal business purposes. Licensee may use Studio System™ only as expressly authorized in this paragraph. Any and all other uses of Studio System™ are strictly prohibited. Without limiting the generality of the forgoing, Licensee specifically represents and warrants that Licensee will:
- a. only allow Authorized Users (as defined below) to access Studio System™;
- b. maintain the privacy and confidentiality of Studio System™;
- c. not, and ensure that Authorized Users do not, publish, broadcast, syndicate, sublicense or sell any materials retrieved from Studio System™;
- d. not, and ensure that Authorized Users do not, print, download or export any content, material or data from Studio System™, except for Licensee’s internal use;
- e. not, and ensure that Authorized Users do not, share Studio System™ log-in information, including passwords of Authorized Users, with anyone who is not an Authorized User;
- f. not, and ensure that Authorized Users do not, permit any software program to access Studio System.
2. Access Requirements. Studio System™ shall be accessed and used only by individual end users to whom Gracenote has provided individual Studio System™ logins and passwords (“Authorized Users”). Licensee hereby agrees to provide Gracenote with immediate notice if it has reason to believe a third party is improperly using or accessing any portion of Studio System™, and will cooperate with Gracenote to prevent any such future unauthorized and improper use.
3. Ownership by Gracenote. Licensee acknowledges and agrees that Gracenote owns all copyrights and other proprietary rights in and to Studio System™, including without limitation any content, material and data contained in Studio System™ or included in reports created through use of Studio System™. Licensee shall not, by virtue of this Agreement or by virtue of its access to Studio System™, obtain any copyright or other proprietary right or interest in or to Studio System™ except the revocable rights specifically granted to Licensee herein.
4. Termination. Gracenote may terminate this Agreement, in whole or in part, at any time and for any reason, or for no reason, without notice or liability. In addition, Gracenote may at any time modify, suspend, discontinue or restrict access to Studio System™ for any reason or for no reason, without notice or liability.
5. Post-Termination. Upon termination of this Agreement: (i) all rights granted by Gracenote hereunder shall immediately terminate; (ii) Licensee shall immediately cease to access or otherwise use Studio System™; (iii) Licensee shall cease to use, and shall purge, any content, material and data printed, downloaded or exported from Studio System™; and (iv) Licensee shall not use for any purpose thereafter any information included in or derived from Studio System™.
6. Warranty Disclaimer. GRACENOTE PROVIDES STUDIO SYSTEM™ ON AN “AS IS” BASIS, AND MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING STUDIO SYSTEM™, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY COMPONENTS THEREOF OR CONTENT THEREIN. GRACENOTE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE’S USE OF STUDIO SYSTEM™ IS AT LICENSEE’S OWN RISK.
7. Limitation of Liability. IN NO EVENT SHALL GRACENOTE OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE (1) FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO LICENSEE’S USE OF STUDIO SYSTEM™, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF $100.
8. Waiver and Release. To the maximum extent permitted by applicable law, Licensee hereby waives and releases all debts, demands, causes of action, suits, sum and sums of money, accounts, specialties, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, damages, executions and liabilities, and any and all other claims of every kind, nature and description, against Gracenote, its affiliates, and each of their respective officers, directors, employees, representatives and agents, arising from or relating in any way to Licensee’s use of Studio System™. Licensee hereby waives the protection of any provision of any law that would operate to preserve claims that are unknown as of the Effective Date, including the benefits of California Civil Code § 1542 and all similar statutes or provisions of law in any jurisdiction. Section 1542 provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if know by him or her must have materially affected his or her settlement with the debtor.
9. Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Gracenote, its affiliates, and each of their respective officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys’ fees) arising out of or relating to: (i) Licensee’s use of Studio System™; (ii) Licensee’s breach of this Agreement; (iii) any third-party use of Studio System™ resulting from Licensee’s provision of access to Studio System™, in any manner, to a third-party; (iv) Licensee’s use of Studio System™ in a manner not expressly authorized by this Agreement; and (v) Licensee’s violation of any law, rule or regulation.
10. Governing Law; Venue. This Agreement shall be governed by and interpreted under the laws of the State of California, without regard to conflict/choice of law rules or principles. Any suit, action or proceeding arising out of or relating to this Agreement, or Licensee’s use of Studio System™, shall be brought exclusively in the state or federal courts located in Los Angeles, California. Licensee hereby irrevocably consents to jurisdiction and venue in the state and federal courts located in Los Angeles, California for purposes of any suit, action or proceeding arising out of or relating to this Agreement, or Licensee’s use of Studio System™.
11. Non-Waiver. Neither the failure of Gracenote to insist upon or enforce strict performance by Licensee of any provision of this Agreement, nor the failure, delay or omission by Gracenote in exercising any right with respect to any term of this Agreement, will be construed as a waiver or relinquishment to any extent of Gracenote’s right to assert or rely upon any such provision or right in that or any other instance.
12. Assignment. Licensee shall not assign, transfer or otherwise convey to any third party any rights or obligations hereunder except with Gracenote’s prior written consent. Gracenote may freely transfer and assign this Agreement.
13. Publicity. Gracenote shall have the right to use the name of Licensee in digital and print publicity, advertising, and sales promotion, including adding Licensee’s name to public lists of Gracenote clients, or including Licensee’s name in a press release announcing the parties’ agreement, as may be prepared and published by Gracenote in its sole discretion.
14. Survival. Sections 3 and 5-14 shall survive any termination or expiration of this Agreement.