The Website (defined below) is provided by Mills Entertainment, LLC (“Mills”). These “Terms and Conditions of Website Use” (this “User Agreement”) govern your use of the Website AmericanGirlLive.com, regardless of how you access or use it.
IF YOU’RE UNDER THE AGE OF MAJORITY (which is 18 years old in most states), then your parent or guardian may be liable for some or all of your activities on the Website. Because of this, and because it’s prudent for your parent or guardian to be aware of your activities, including the websites that you visit, you should make your parent or guardian aware that you are using the Website – as this User Agreement and your use of the Website affect their legal rights and obligations.
IF YOU WANT TO USE THIS WEBSITE, then carefully read this User Agreement, as it constitutes a written agreement between you and Mills and it affects your legal rights and obligations.
Each time you access and/or use the Website (other than to simply read this User Agreement), you agree to be bound by and comply with all of the terms of this User Agreement. Therefore, do not use the Website if you do not agree to all of the terms of this User Agreement.
Summary of Key Terms
It’s important that you read this entire User Agreement; but, here are some of the more significant terms that we want to bring to your attention:
- Each time you use the Website, this User Agreement applies to your use. Any updates to it will apply to you; so you should check back frequently for any updates.
- You may only use the Content on the Website in connection with your permitted activities on the Website – and not in an offline environment or on another website.
- You may not use the Website for commercial, political, or inappropriate purposes.
- By using the Website, you will not obtain any ownership or intellectual property or other interest in it or any virtual or other items that may be used in connection with it.
- Except as set forth in the UPDATED Privacy Statement that applies to the Website, you and Mills do not have a confidential, fiduciary, or any other special relationship by virtue of your use of the Website or your communications to Mills through or related to the Website.
- Many types of disputes that may arise in connection with your access to and use of the Website may only be resolved by arbitration – which includes your waiver of a right to a jury trial.
- Mills is providing the Website to you on an “as is” basis, without any warranty of any kind, and Mills’ liability to you in connection with your use of the Website is very limited.
- Website Content, Ownership, Limited License, and Rights of Others.
- Ownership. The Website (including past, present, and future versions) and the Content are owned or controlled by Mills and our licensors. This ownership includes copyright and trademark interests in the Website.
- Limited License. Mills grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content on a personal computer, mobile phone or other wireless device, or other Inter-net enabled device (each, an “Internet Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Website explicitly for you for use as part of your User-Generated Content.
- Rights of Others. In using the Website, you must respect the intellectual property and other rights of Mills and others. Your unauthorized use of Content may copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
- Content You Submit and Community Usage Rules.
- User-Generated Content.
- General. Mills may now or in the future offer visitors to the Website the opportunity to post or submit through the Website messages, text or photos, personally identifiable information, or other information or materials (“User-Generated Content”). Mills may do this through the Website or social networking environments. Subject to the rights and license you grant in this User Agreement, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content.
- License to Mills of Your User-Generated Content. You agree to grant to Mills the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, distribute and display all or any portion of your User-Generated Content on the Website or affiliated social media websites and to use your name and likeness in connection with any User-Generated Content, without any obligation or remuneration to you.
- Mills’s Exclusive Right to Manage All User-Generated Content. Mills may, but will not have any obligation to, review, display, or otherwise make use of, any of your User-Generated Content, and Mills may, in its sole discretion, delete of refuse to post User-Generated Content without notice or any liability to you or any third party.
- Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the state in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User Generated Content, or you have a lawful right to submit the User-Generated Content and grant Mills the rights to it; (b) the User-Generated Content does not and will not infringe any intellectual property or other right of any third party; and (c) the User-Generated Content will not violate this User Agreement or cause injury or harm to any person.
- Enforcement. Mills has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Mills’s cost and expense, to which you hereby consent and irrevocably appoint Mills as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
- User-Generated Content.
- Website and Content Use Restrictions
- Website Use Restrictions. You agree that you will not: (a) use the Website for any commercial or political purpose (including for purposes of advertising, soliciting funds, collecting product prices, and selling products); (b) interfere with or circumvent any security feature of the Website or any feature that restricts or enforces limitations on use of or access to the Website, the Content, or the User-Generated Content; or (c) otherwise violate this User Agreement.
- Availability of Website and Content. Mills may immediately suspend or terminate the availability of the Website and Content (and any elements and features of them) for any reason, in Mills’ sole discretion, and without advance notice or liability.
- Reservation of All Rights Not Granted as to Content and Website. This User Agreement and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Mills and its li-censors and other third parties. Any unauthorized use of any Content or the Website for any purpose is prohibited.
- Customer Service.
If you have any customer service questions related to our products or services, then as a resource please use our website at the following address: www.millsentertainment.com
- Linked-To Websites; Advertisements; Dealings with Third Parties.
- Linked Websites; Advertisements. The Website may contain links, as part of third party ads on the Website or otherwise, to or from third-party websites (“Linked Websites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Mills. Mills may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and Mills does not assume any obligation to review any Linked Websites. Mills does not endorse, approve, or sponsor any Linked Websites, or any third party content, advertising, information, materials, products, services, or other items. Mills disclaims all liability in connection therewith. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. Mills disclaims all liability in connection therewith.
- Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Website (including on or via Linked Websites or advertisements) are solely between you and the third party (including issues related to the content of third party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Mills disclaims all liability in connection therewith.
- Wireless Features. The Website may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the Website’s features and upload content to the Website or receive messages from the Website. (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
- Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Internet Device regarding us or other parties – unless you cancel your registration or opt-out in accordance with any procedure established by us or by law. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Website for Wireless Features, then you agree to notify Mills of any changes to your wireless number (including phone number) and update your accounts on the Website to reflect the changes, or notify us when you wish to terminate your registration.
- DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK.THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Mills Entertainment, LLC and each of its respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Mills Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
- the Website (including the Content and the User-Generated Content);
- the functions, features, or any other elements on, or made accessible through, the Website;
- any products, services, or instructions offered or referenced at or linked through the Website (except for any specific warranties provided in additional terms provided by a Mills Party who is also a product manufacturer that are included with a product that you purchase from us);
- security associated with the transmission of your User-Generated Con-tent transmitted to Mills or via the Website;
- whether the Website or the servers that make the Website available are free from any harmful components (including viruses, trojan horses, and other technologies that could adversely impact your Internet Device);
- whether the information (including any instructions) on the Website is accurate, complete, correct, adequate, useful, timely, or reliable;
- whether any defects to the Website will be repaired; and
- whether your use of the Website is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN ADDITIONAL TERMS PROVIDED BY A MILLS PARTY WHO IS ALSO A PRODUCT MANU-FACTURER THAT ARE INCLUDED WITH A PRODUCT THAT YOU PUR-CHASE FROM US, MILLS PARTIES FURTHER HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
- LIMITATIONS OF LIABILITY OF MILLS PARTIES.UNDER NO CIRCUMSTANCES WILL ANY MILLS PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
- the Website (including the Content and the User-Generated Content);
- your use of or inability to use Website, or the performance of the Website;
- any action taken in connection with an investigation by Mills Parties or law enforcement authorities regarding your access to or use of the Web-site;
- any action taken in connection with copyright or other intellectual proper-ty owners or other rights owners;
- any errors or omissions in the Website’s technical operation; or
- any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or dam-ages in the form of lost profits, loss of goodwill, loss of data, work stop-page, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Mills Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action of contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Website).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF MILLS PARTIES TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEBSITE AND YOUR RIGHTS UNDER THIS USER AGREEMENT, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID Mills IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLY THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BEUNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRI-OR SENTENCE DOES NOT EXPAND OR LIMIT ANY PRODUCT WARRANTY THAT IS PROVIDED BY A MANUFACTURER OF A PHYSICAL PRODUCT.
With respect to any electronic commercial service on a Mills website, residents of California are entitled to the following specific consumer rights information: if you have a complaint, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916.445.1254. See also: http://www.dca.ca.gov.
- Waiver of Injunctive or Equitable Relief.IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER-GENERATED CONTENT, UNSOLICITED IDEAS AND MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY MILLS (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF MILLS.
- General Provisions.
- Updates to User Agreement. Mills reserves the right to modify this User Agreement and any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Website so that they are accessible via a link on the Website, and that your use of the Website after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this User Agreement and any Additional Terms on a regular and frequent basis. The Updated Terms will be effective as of the time that Mills posts them on the home page of the Web-site, or such later date as may be specified in them.
- Mills’s Consent or Approval. As to any provision in this User Agreement that grants Mills a right of consent or approval, or permits Mills to exercise a right in its “sole discretion”, Mills may exercise that right in its sole and absolute discretion. No Mills consent or approval may be deemed to have been granted by Mills without being in writing and signed by an officer of Mills.
- Applicable Law. This User Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.
- Indemnity. You agree to, and you hereby, defend, indemnify, and hold Mills Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Mills Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your User-Generated Con-tent; (ii) your use of the Website and your activities in connection with the Web-site; (iii) your breach or anticipatory breach of this User Agreement or any Additional Terms; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with your use of the Website or your activities in connection with the Websites; (v) information or material transmitted through your Internet Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, pa-tent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; (vii) Mills Parties’ use of the information that you submit to us (including your User-Generated Content). You will cooperate as fully required by Mills Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Mills Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Mills Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Mills Party.
- Operation of Website; Availability of Products and Services; International Issues. Mills controls and operates the Website from its offices in the U.S.A. Mills makes no representation that the Website is appropriate or available for use beyond the U.S.A. If you use the Website from other locations, you are doing so of your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this User Agreement, we reserve the right to limit the availability of, restrict access to, or discontinue the Website and/or any content, program, product, service, or other feature described or available on the Website to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. Some content, pro-grams, services, or features may be available on this Website only on a subscription or fee basis. You and we disclaim any application to this User Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
- Severability; Interpretation. If any provision of this User Agreement, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from this User Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this User Agreement or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this User Agreement or any Additional Terms, the word will be deemed to mean “including, without limitation,”.
- Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Investigations; Cooperation with Law Enforcement; Termination; Survival. Mills reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Website security or its information technology or other systems or networks, (ii) investigate any suspected breaches of this User Agreement, (iii) investigate any information obtained by Mills in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of this User Agreement and any Additional Terms, and (vi) discontinue the Website, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third par-ty. Any suspension or termination will not affect your obligations to Mills under this User Agreement or any Additional Terms. Upon suspension or termination of your access to the Website, or upon notice from Mills, all rights granted to you under this User Agreement or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Website. The provisions of this User Agreement and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Mills in this User Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
- Assignment. Mills may assign its rights and obligations under this User Agreement and any Additional Terms, in whole or in part, to any party at any time without any notice. This User Agreement and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Mills.
- No Waiver. Except as expressly set forth in this User Agreement or any Additional Terms, (i) no failure or delay by you or Mills in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this User Agreement or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.