Terms and Conditions of Service Los Angeles Duplication & Broadcasting, Inc. (“LADB”) and LADB.TV Service

1.  LADB and the Services.  Los Angeles Duplication & Broadcasting (“LADB”, “we” or “us”) provides various services for the duplication of video content (in all formats), reformatting of video and data for foreign broadcasting use, and archiving and distributing the video content of LADB clients (“Client(s)”), which content includes without limitation television programming, feature films, spot advertising, movie trailers, press kits and syndicated programming (collectively, the “Services”).  Among the Services for content distribution, LADB offers LADB.TV, more fully described below, which is a secure, encrypted online private viewing extranet, through which client content can be made accessible to those users who have the appropriate permissions to view such content. 

2.  Ownership.  LADB owns the website located at www.ladb.tv, as well as the Services, including without limitation the LADB.TV service made available on the Website (the “LADB.TV Service”).

3.  Terms and Conditions of Service Agreement.  Use by each Client of the Services and the Website is governed by these Terms and Conditions of Service (“Terms”), which constitute an agreement between the parties and which set forth the legally binding terms governing Client use of the Website and the LADB.TV Service.  Unless expressly otherwise indicated, use of new or additional LADB services or products shall be governed by these Terms.  LADB may have separate registration procedures for certain Services, such as the LADB.TV Service.  If any Client’s use of any Service is not covered by a separate written agreement between LADB and the Client, such use shall be governed by these Terms, and in the event of any inconsistency between any other agreement and these Terms, these Terms shall govern.  Upon payment of the Order in accordance with these Terms, Client is authorized to use the Serv ices and the Website, and to give permission to its authorized users (“Authorized Users”) to use the LADB.TV Service for viewing and/or download of Content (as defined below), if Client agrees to abide by all applicable laws and these Terms.  Client acknowledges that approval and/or payment of an LADB Order constitutes Client approval of these Terms.

            These Terms includes LADB’s policy for acceptable use of the Services and the Website, and Client’s rights, obligations and restrictions regarding use of the Services and the Website. In order to participate in certain Services, Client may be notified that a download is required and/or agreement to additional terms and conditions is required. Such additional terms are hereby incorporated into these Terms by this reference.
            We may modify these Terms from time to time and such modification shall be incorporated into the most recent Order.  Any modification shall also be posted on the Website under “Terms and Conditions for Clients”, and shall be effective upon posting on the Website; Client may find the latest version of the Terms on the Website.  

4.  LADB.TV Service.  This proprietary, secure, encrypted extranet is used to make audiovisual and other content (the “Content”) owned by or licensed to the Clients accessible to Authorized Users who have been granted permission to access such Content by the Content owners or such owners’ authorized licensee for viewing and/or download, subject to registration by such Authorized Users as described below.

(a).       Eligibility. In using the LADB.TV Service, Client represents and warrants that (i) it will only give accurate and truthful information about the Authorized Users; (ii) it will maintain the accuracy of such information; and (iii) it will inform LADB promptly if any Authorized User is no longer authorized to use the LADB.TV Service, or if the Client wishes to change the level of authorization for an Authorized User.

(b).       Term. These Terms as they relate to the LADB.TV Service shall remain in full force and effect while the Content subject to the attached Order is in circulation. Client may terminate its use of the LADB.TV Service at any time, for any reason, by submitting a request to admin@ladb.com, although there will be no refund of any amounts paid by to LADB.  We may terminate a Client’s use of the LADB.TV Service any time, without warning. Even after termination, these Terms will remain in effect, including without limitation sections 2, 4(b), 4(c), 5, 6(b), 6(e), 8, 9, 10, 11 and 13.

(c).       Fees. Client acknowledges that the LADB.TV Service is a paid service.  We reserve the right to charge fees for use of the LADB.TV Service, including without limitation, some or all of the following fees: a registration fee for registration of Client’s Authorized Users and/or a setup fee for each new Authorized User submitted to us by a Client, an administrative fee if an existing Authorized User needs to have his or her UserID and/or password reset by LADB.TV, any applicable encoding/transcoding fees, an Authorized User playlist setup fee, and a per-use fee (that is, a fee for each use of the LADB.TV Service by Client’s Authorized Users), and to change the fees we apply from time to time in our discretion. If LADB terminates Client’s use of the LADB.TV Service because Client has breached the Agreement, Client shall not be entitled to the refund of any unused portion of fees paid.

(d).       Registration; Password. When Client submits the names of Authorized Users to us, the Authorized User will be asked to register with a user identification (“UserID”), and we will provide the Authorized User with a password, although the Authorized User may be given the opportunity to replace the password with one of his or her own choosing. The Authorized User is entirely responsible for maintaining the confidentiality of his or her UserID and password, and we will not have access to the passwords of Client’s Authorized Users.  If an Authorized User loses or forgets the password, we will have to reset it by verifying the Authorized User’s identity and sending the Authorized User a new password at Client’s expense. Client agrees to discourage the Authorized Users from using the account, UserID, or password of another Authorized User at any time or from disclosing t heir passwords to any other user, including to other employees of the Client or to any third party. Client agrees to notify us immediately if it suspects any unauthorized use of an Authorized User’s account or unauthorized access to an Authorized User’s UserID or password.  Client is ultimately responsible for the acts and omissions of its Authorized Users.

(e).       Parameters of Use. The LADB.TV Service is a proprietary LADB Service exclusively for the use of Client and Client’s Authorized Users, and may not be used for any other purpose or by any user who is not an Authorized User. 

5.  LADB.TV Content. 

(a).       LADB does not claim any ownership rights in the audiovisual or other text, sound or other files (collectively, "Content") that Client asks us to transmit or that Client’s Authorized Users view on the LADB.TV Service.  Client or its licensors continue to retain all ownership rights in any such Content, and Client continues to have the right outside of the LADB.TV Service to use or transmit such Content in any way it chooses. By providing LADB with Content together with Client’s completed purchase Order and/or Client’s written authorization to post Content on the LADB.TV Service so that it can be transmitted, displayed and made accessible to Client’s Authorized Users, Client hereby grants to LADB a non-exclusive, royalty-free, perpetual, worldwide license to publicly perform, publicly display, transmit, distribute and make accessible such Content on and through the LADB.TV Service to those Authorized Users with appropriate permissions from Client, for either viewing or download, depending on the level of Client authorization. The license Client grants to LADB is non-exclusive; Client is free to license its Content to anyone else.  The license is worldwide (because the Internet and the LADB.TV Service are global in reach), although the LADB.TV Service is on servers in the United States and only subject to US laws.

(b).       The Client represents and warrants that: (i) it owns the Content it has provided to LADB for posting on and transmitting through the LADB.TV Service, or otherwise has all necessary rights to grant the license set forth in this section, (ii) it bears sole responsibility for the quality and nature of all Content posted by LADB on its behalf on the LADB.TV Service, and (iii) the posting, transmitting, display and (if authorized by Client) download of Content on, through or from the LADB.TV Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other intellectual property or other rights of any person. Client agrees to pay all royalties, fees, and any other monies owing any person by reason of any Content posted by LADB on Client’s behalf, transmitted through, or downloaded from the LADB.TV Service.

(c).       Content on the LADB.TV Service that is the property of another LADB client may not be copied, modified, translated, published, broadcast, transmitted, distributed, performed, displayed, or sold by the Client or its Authorized Users, subject to applicable law.

(d).       LADB may reject or delete any Content that in the sole judgment of LADB violates these Terms or may be offensive, illegal, infringing or violate the rights, harm, or threaten the safety of any person. Nonetheless, we assume no responsibility for monitoring the LADB.TV Service for inappropriate Content or conduct. The primary purpose of any Content review by LADB will be strictly for technical quality control purposes, to ensure that the Content can be used and transmitted properly on the LADB.TV Service.  If at any time we choose, in our sole discretion, to monitor the LADB.TV Service for other purposes, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the Client submitting any such Content. LADB does not endorse any Content posted on the LADB.TV Service. We make no warranties, expr ess or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that Client requests that we transmit to Authorized Users for the viewing and/or download.

(e).       LADB also disclaims any and all liability that might result from the acts or omissions of Authorized Users with the downloaded Content.  Any restrictions on the Authorized Users’ use of the Content after download, such as how many copies of the Content an Authorized User is permitted to make, are matters that must be agreed between Client and the Authorized User.  LADB also disclaims any and all liability relating to Content download with respect to an Authorized User’s computers or system.  It is the Authorized User’s responsibility to have installed effective and up-to-date antivirus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation, to prevent any damage as the r esult of the LADB.TV Service’s download functionality. 

(f).        The following is a partial list of the kind of activity that is illegal or prohibited on the LADB.TV Service and through the use of the LADB.TV Service by Client and/or its Authorized Users. LADB reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting illegal conduct or an Authorized User to law enforcement authorities. Prohibited activity includes, but is not limited to:
            (1).       criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
            (2).       interfering with, disrupting, or creating an undue burden on the LADB.TV Service;
            (3).       attempting to impersonate another Authorized User or person;
            (4).       anyone who uses the account, UserID, or password of another Authorized User at any time or an Authorized User who discloses his or her password to any third party or permits any third party to access his or her account;
            (5).       using the LADB.TV Service in a manner inconsistent with any and all applicable laws and regulations.

(g)        Copyright Policy.  Client may not ask us to post, modify, distribute, or make accessible in any way any copyrighted material or Content, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of LADB to terminate Client privileges of any Client who repeatedly infringes the copyright rights of others upon receipt of proper notification to LADB by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if Client believes that its work or Content has been copied and posted on the LADB.TV Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a descript ion of the copyrighted work that Client believes to have been infringed; (iii) a description of where the material that Client claims is infringing is located; (iv) Client’s address, telephone number, and email address; (v) a written statement by Client stating a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by Client, made under penalty of perjury, that the above information in Client’s notice is accurate and that Client is the copyright owner or is authorized to act on the copyright owner's behalf. LADB's Copyright Agent for notice of claims of copyright infringement can be reached as follows: copyright@ladb.com.

6.  Orders for LADB Services.  All Orders for LADB Services (or products) are accepted by LADB subject to the following terms and conditions (provided that some of the provisions relating to pickup and delivery may not apply to the LADB.TV Service, as the context requires):

(a). Prices: Prices for all products and Services shall be at LADB’s scheduled rate card prices in effect on the day the work is performed. All prices are subject to change at the discretion of LADB. Shipping and/or transportation to and from LADB shall be at the Client’s risk and expense. Local, state, federal or other governmental taxes for sales, use, manufacturing and excise shall be added to all LADB prices as required by law.  Note that pricing for the LADB.TV Service shall be as indicated on the LADB rate card.

(b). Terms of Payment: Payment for all Services performed and/or products supplied by LADB is due and payable on delivery or pick up of product or Content (unless otherwise indicated in connection with an LADB Service). Clients that have established credit with LADB will be invoiced, and agree to pay the full invoiced amount within thirty (30) days from invoice date, without exceptions.  A delinquency charge (liquidated damages under California Civil Code Section 1671(b)) of 1.5% per month (18% per year) will be assessed on all accounts not paid within thirty (30) days of invoice date until such accounts are paid in full. Payments from all other Clients are COD, with a 50% deposit due upon initial delivery by Client of the order unless previous arrangements have been approved in writing by LADB.  LADB will accept payment by a credit card, subject to verification of funds.  All COD orders must be paid for and picked up Mo nday through Friday, between the hours of 10 am and 4 pm. All COD orders completed after 4 pm shall be picked up and paid for the following morning unless other arrangements have been made between the Client and the LADB accounting department.

(c). Purchase Order forms: All materials provided to LADB shall be accompanied by a purchase Order describing the products and Services requested.

(d). Shipping and delivery: Shipping and delivery times are approximate. LADB shall not be liable to Client or any other party for losses, damages, or liability for delay in LADB’s delivery of materials for any reason, whether within or beyond LADB’s control.

(e) Return of Client materials:  When all outstanding bills have been paid by the Client, LADB will, upon written request by Client, return Client’s material to Client at Client’s expense.

7.  Security and Anti-Piracy.

(a)  Site Security.  LADB takes reasonable precautions to safeguard Client Content, both physical product and Content that is posted on and transmitted through the LADB.TV Service, and to prevent piracy at its Website.  Client should contact LADB at security@ladb.com for a more complete description of our site security precautions.  LADB also meets the security requirements of applicable trade associations regarding film and media content.

(b) Security Procedures.  Due to piracy concerns concerning video and other audiovisual Content that is the subject of the Services or that is to be posted on and transmitted through the LADB.TV Service, LADB observes various film industry mandated security procedures that seek to eliminate piracy/unauthorized and illegal duplication of Content.  If Client wants a more complete description of the security procedures that LADB follows with respect to Content, Client should contact LADB at security@ladb.com. 

(c)        LADB.TV Service Security.  The LADB.TV Service is an internal, secure, private, encrypted extranet.  All servers reside in our headquarters.  The LADB.TV Service uses our own architecture and provides strong encryption, and all transmissions are secured end-to-end over SSL encryption protocol. Sensitive Content is only seen by the single or multiple Authorized Users specified by Client.

8. Warranty and Disclaimers: Client’s materials and Content shall be transported, received, processed, used, transmitted and stored by LADB solely at the Client’s risk.  LADB recommends that the Client order the manufacture of a protection duplicate at Client’s expense.  LADB disclaims any warranty regarding the Content posted, transmitted, viewed or downloaded using the LADB.TV Service; such Content is owned by the Client, and not by LADB, and such Content may be offensive, inaccurate or infringe the rights of third parties.  LADB does not warrant that Client or its Authorized Users will not find the Content offensive, defamatory, or obscene, or that it will be free of defects, viruses or other malware or otherwise error-free when downloaded by an Authorized User with permission to download the Content.  Therefore, it is important that the Authorized User’s system verifies the Content before it is downloaded, because all Content is downloaded at the Authorized User’s own risk. LADB disclaims any ability to provide absolute security for Client transmissions on the LADB.TV Service, or any liability for breach of such security, as no Internet service or network is ever 100% secure.  LADB does not warrant that use of the LADB.TV Service by Authorized Users will be uninterrupted or error-free.  LADB is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software due to technical problems or traffic congestion on the Internet or on the LADB.TV Service, including any injury or damage to Authorized Users or to any person's computer related to or resulting from viewing or downloading Content in connection with the LADB.TV Service.  Unless otherwise indicated herein, the LADB.TV Service and the other Services are provided “ AS-IS”. 

9.  Limitation of Liability.  LADB shall not be liable for any damages, including without limitation, any lost profits, indirect or consequential damages or any other damages caused by loss, damage or destruction of any materials or Content belonging to the Client or any other person while in transit or in possession of LADB, or as the result of any security breach relating to the LADB.TV Service, unless otherwise expressly indicated herein.  LADB has no liability for the Content posted, transmitted or viewed using the LADB.TV Service, unless otherwise expressly indicated herein.  LADB shall not be liable to Client, to any Authorized User nor to any other person for any act or omission of any person selected by LADB to perform services or furnish materials for Client or its Authorized Users.  If materials furnished by LADB are found to be defective in manufacture, LADB’s sole obligation and Client’s only remedy shall be for LADB to replace such material with similar quantity and quality of unexposed raw stock, blank tape, or DVD, provided (a) Client notifies LADB in writing of such defect within thirty (30) days after Client receives the completed product, and (b) such defective materials are returned promptly to LADB at the Client’s expense. Except for such replacement, LADB shall have no further liability in connection with such defective materials.  LADB MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS OR SERVICES OR LADB.TV SERVICE PROVIDED BY LADB. LADB EXPRESSLY DISCLAIMS ALL WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

10. Indemnity: The Client shall indemnify and hold LADB harmless from all suits, demands, claims and other liabilities and expenses (including without limitations, attorney’s fees and disbursements) arising from production, distribution, or exhibition of any materials or Content in connection with which LADB shall have furnished any goods and/or Services, or in connection with any Content posted, viewed, transmitted on or downloaded from the LADB.TV Service.

11. Liens: The Client hereby grants to LADB a lien on all elements and/or Content delivered by the Client to LADB or picked up by LADB and on Content posted or transmitted over the LADB.TV Service and all the elements made therefrom, as security for payment in full of all monies due and owing from Client to LADB.

12. The Right to Refuse Service: LADB may refuse to process any elements or Content which LADB, in its sole discretion, deems unlawful, pornographic, degrading or capable of inciting prejudice or passion, or which do not follow Motion Picture Association of America rules then in effect.  LADB may similarly refuse to transmit Content as described above on its LADB.TV Service, although LADB is a service provider under Section 512 of the Copyright Law of the United States and is under no obligation to review or approve any Content before transmitting it. 

13. Construction: These terms and conditions shall be governed and construed in accordance with the laws of the State of California, excluding its provisions directing the choice of the laws of another jurisdiction. The parties agree to the exclusive venue of the courts of competent jurisdiction sitting in Los Angeles.  If any provision of these terms and conditions is held void or unenforceable, such provision will be treated as severable, leaving valid the remaining provisions of these terms and conditions.  If suit or action is instituted by LADB to enforce payment hereunder by Client, LADB shall be entitled to recover its actual costs incurred, including reasonable attorneys fees and costs.

14. Storage: With respect to Services other than the LADB.TV Service, LADB will store elements during the period the Client’s Order is being processed and for a period of ten (10) days after completion of the Client’s project.  Thereafter, LADB shall charge a daily storage fee in the amount reflected on LADB’s rate card then in effect.  Alternatively, LADB may (but is not obligated to) transfer all or part of such elements to an allied storage facility at the sole expense and risk of the Client, who shall thereafter be solely responsible to such storage facility for all monthly storage fees and other costs of storage.

15. Notices: All notices and communications hereunder shall be sent to LADB in writing, attention Controller, 2107 W. Alameda Avenue, Burbank, CA 91506.

16.  PRIVACY POLICY:

(a)  What Information is Collected:  The LADB.TV Service collects information about its Authorized Users in several ways.  First, Clients provide information about Authorized Users when they request that an account/profile be established for a given Authorized User.  Clients often provide name, email address, employer name, as well as UserID and Password (if these have been provided previously to the Client).  Second, the Authorized User, in order to establish an account or once his or her account is established, generally will provide, by telephone, email or through the Website, any missing Authorized User personal contact information, such as IP address, telephone number and instant messenger address (if any).  Third, certain information is collected from cookies as indicated below and stored in our server logs, such as the Authorized User’s IP address and the time of Website visits.  A &ldquo ;web cookie” or “cookie” is a parcel of text sent by a server to an Authorized User’s web browser (and stored on the Authorized User’s hard drive) and then sent back unchanged by the Authorized User’s browser each time it accesses that server.  Such cookies are used for authenticating, tracking, and maintaining specific information about Authorized Users.  The LADB.TV Service will issue a cookie when an Authorized User logs in, which identifies the authenticated Authorized User as logged in, and the cookie will be updated each time the Authorized User logs in.  It will time out after 30 minutes.

(b)  How is Personal Information Used.  Most of the Authorized User’s personal information is used for authentication when he or she logs in to his or her account, and for communication over the LADB.TV Service.  We may also use this information to provide updates or notices regarding the LADB.TV Service, and also to make Authorized Users aware of any promotions.  Certain Authorized User information also may be provided to our Clients.  We will not sell any of this information to marketing or promotional companies, list brokers or other third parties.  We will provide aggregate information gathered about the Website and use of the LADB.TV Service to various services that help us analyze and improve the Website and use of the Service, and provide us with analysis of information such as where the LADB.TV Service is being used.  Often this information is aggregate IP address information, and should n ot be identifiable to a given Authorized User by such third party.

(c)  Correct Information and Updates.  To update Authorized User information, or to have us remove an Authorized User account, please contact admin@ladb.com.  Any changes to this Privacy Policy will be posted to these Terms.