Discovery Affiliate Website Terms Of Use

Effective Date: January 3, 2019

1. INTRODUCTION AND ACCEPTANCE

These Terms of Use (“Terms”) apply to your access to and use of the distribution affiliate website provided by Discovery Communications, LLC and/or its subsidiary and affiliated entities (“Discovery” or “we”) located at www.discoveryaffiliate.com (the “Website”). 

PLEASE READ THESE TERMS OF USE AND APPLICABLE ADDITIONAL TERMS (DEFINED BELOW) CAREFULLY BEFORE USING THE WEBSITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.  BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE), YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 15 BELOW.  DO NOT USE THE WEBSITE IF YOU DO NOT AGREE.

In addition to these Terms of Use, Discovery has established a Privacy Policy to explain how user information is collected and used by Discovery.  A copy of this Privacy Policy can be found here​ and is incorporated by reference into these Terms of Use.  By accessing or using the Website, you are signifying your acknowledgement and agreement to Discovery’s Privacy Policy.

2. DISCOVERY DISTRIBUTION AFFILIATE AGREEMENT

Access to the Website is permitted only by representatives of distribution affiliates based in the United States that have entered into a distribution affiliation agreement (a “Distribution Affiliation Agreement”) with Discovery (a “Distribution Affiliate”). If your organization is not based in the United States or has not entered into a Distribution Affiliation Agreement, or if you are not authorized to act on behalf of a Distribution Affiliate that is based in the United States and has signed a Distribution Affiliation Agreement, you may not access the Website.  These Terms relate solely to your use of the Website and do not replace the terms of your Distribution Affiliation Agreement. 

3. INTELLECTUAL PROPERTY

Unless otherwise explicitly specified, the Website (including past, present and future versions) and included content (and any derivative works or enhancements of the same), including, but not limited to, all layout, text, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, advertising copy, content, materials, products, services, URLs, technology, documentation, interactive features, the "look and feel" of the Website, the compilation, assembly and arrangement of the materials of the Website and any and all copyrightable material (including source and object code) (collectively, the "Website Content") and all intellectual property rights to the same are owned or controlled by us, our licensors, or both.  Additionally, all trademarks, service marks, trade names, trade identities and trade dress that may appear on the Website are owned by us, our licensors, or both.  Except for the limited use rights granted to you in these Terms of Use or your Distribution Affiliation Agreement, you shall not acquire any right, title or interest in the Website or any Website Content.  Any rights not expressly granted in these Terms of Use or your Distribution Affiliation Agreement are expressly reserved.

4. WEBSITE ACCESS AND USE

(A) When using the Website, you agree to comply with all applicable federal, state, and local laws, including, without limitation, copyright law.  Except as expressly permitted in these Terms of Use, applicable Additional Terms, or your Distribution Affiliation Agreement, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. 

(B) In certain instances, we may permit you to download or print Website Content or both.  In such a case, subject to your strict compliance with these Terms of Use and your Distribution Affiliation Agreement, you may download (temporary storage only), display, view use, play and/or or print (as applicable) one (1) copy of the Website Content (excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display on your Computer) on any single device for your limited, non-exclusive, commercial, revocable, non-assignable and non-transferable use only.  In some instances, we may permit you to have greater access to and use of Website Content, subject to your Distribution Affiliation Agreement and any other Additional Terms applicable thereto.  You acknowledge that you do not acquire any ownership rights by downloading, printing or otherwise using or accessing the Website Content.

(C) Except as expressly permitted in these Terms of Use, applicable Additional Terms, or your Distribution Affiliation Agreement, you may not:

(i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notices on the Website or Website Content or on any copy you make of the Website Content;

(ii) circumvent, disable or otherwise interfere with security-related features of the Website, including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content;

(iii) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without the express written permission of Discovery, frame the Website or Website Content except to the extent we have given you explicit permission to do so, or use any of our trademarks as meta tags.

(iv) collect or harvest any personally identifiable information from the Website, including, without limitation, user names, passwords, e-mail addresses;

(v) solicit other users to join or become members of any commercial online service or other organization without our prior written approval;

(vi) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;

(vii) decompile, reverse engineer, disassemble, modify or attempt to discover any Website source or object code or any software or other products, services or processes accessible through any portion of the Website;

(viii) use network-monitoring software to determine architecture of or extract usage data from the Website;

(ix) encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Registration (as defined in Section 5) without permission, etc.);

(x) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or

(xi) engage in any conduct that restricts or inhibits any other user from using or enjoying the Website or that violates these Terms of Use, applicable Additional Terms, or your Distribution Affiliation Agreement.

(D) You agree to cooperate fully with Discovery to investigate any suspected or actual activity that is in breach of these Terms of Use, applicable Additional Terms, or your Distribution Affiliation Agreement. 

5. USER REGISTRATION

In order to access or use the Website, you may have to become a registered user.  You will provide true, accurate, current and complete registration information about you as may be prompted by any registration forms and, if such information changes, you will promptly update the relevant registration information.  During registration, you may be required to create a username and password (a "Registration").  You are responsible for safeguarding and maintaining the confidentiality of your Registration and for restricting access to your Registration so that others may not access the Website using your username in whole or in part.  If you register with us, you agree to accept sole responsibility for all activities that occur under your Registration, whether or not you have authorized the activity.  You agree you will not sell, transfer or assign your Registration or any Registration rights.  You agree to notify us immediately at dpo@discovery.com of any breach of security or unauthorized use of your Registration.  We reserve the right to terminate your account or otherwise deny you access to the Website in our sole discretion. 

6. USER CONTENT

(A) We may now or in the future permit users to post, upload, display, publish, distribute, transmit through, broadcast or otherwise make available on the Website (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials ("User Content").  Except for any Website Content included in your User Content we have given you permission to use, and subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. 

(B) By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us an unrestricted, unconditional, unlimited, worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable (through multiple levels), and transferable right and license to use, copy, record, disclose, sell, re-sell, sublicense, lease, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, publish, broadcast, reformat, translate, archive, store, and otherwise exploit the User Content (in whole or in part) as we, in our sole discretion, deem appropriate, for any purpose whatsoever, including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies.  We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, record, sell, lease, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, publish and otherwise exploit your User Content for personal, non-commercial use as permitted by the functionality of the Website, these Terms of Use and applicable Additional Terms.  Without limitation, the granted rights include the right to configure, host, index, cache, digitize, compress, optimize, modify, edit, adapt, and remove such content and combine same with other materials.  Except as otherwise described in the Website’s posted Privacy Policy or applicable Additional Terms, you agree that your User Content will be treated as non-confidential and non-proprietary.  Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any User Content you submit without any remuneration or obligation to you and for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and/or services using such User Content; or creating informational articles based on or advertising our products and services.  You further authorize us to publish your User Content in a searchable format that may be accessed by users of the Website and the Internet.

(C) By submitting User Content, you also grant us the right, but not the obligation to use your biographical information, including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your User Content. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the User Content.

(D) We reserve the right to display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users).

(E) The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion; provided, however, the rights granted by us may be terminated, revoked or rescinded and are subject to reversion.  If you become aware that User Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to DMCA_notices@discovery.com.

7. THIRD PARTY LINKS

The Website Content may include content posted by a third-party or will represent the opinions and judgments of a third-party.  We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized employees or spokespersons while acting in their official capacities.  You assume sole responsibility for your use of third-party links.  We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website. 

8. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Discovery and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use or applicable Additional Terms; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions.  You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

9. DISCLAIMERS

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, DISCOVERY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE WEBSITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE; (6) WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE SECURE OR UNINTERRUPTED, TIMELY OR ERROR-FREE; (7) WARRANTIES THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND (8) WARRANTIES THAT THE WEBSITE (OR THE SERVER THAT MAKES IT AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. LIMITATION ON LIABILITY

(A) UNDER NO CIRCUMSTANCES SHALL DISCOVERY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF FORESEEABLE OR IF DISCOVERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THESE TERMS OF USE OR APPLICABLE ADDITIONAL TERMS.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT IS TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE.  SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE WEBSITE.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OR YOUR DISTRIBUTION AFFILIATION AGREEMENT, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF DISCOVERY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY DISCOVERY DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100.  FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE, THESE TERMS OF USE OR APPLICABLE ADDITIONAL TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C) In some jurisdictions limitations of liability or of warranties are not permitted.  In such jurisdictions, some of the foregoing limitations may not apply to you.  These limitations shall apply to the fullest extent permitted by law.

11. TERMINATION

(A) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your access to the Website for any reason, including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use or applicable Additional Terms.  You agree that Discovery shall not be liable to you or any third party for any termination or suspension of your Membership or for blocking your access to the Website.

(B) Any suspension or termination shall not affect your obligations to us under these Terms of Use.  The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive, including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the miscellaneous provisions in Section 20.  Upon suspension or termination of your Account, you will immediately discontinue use of the Website Content and destroy any copies of Website Content in your possession, including deleting any downloaded Website Content from your Computer.

12. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules.  Any legal proceedings against Discovery that may arise out of, relate to, or be in any way connected with our Website, these Terms of Use or applicable Additional Terms,  shall be brought exclusively in the state and federal courts of New York located in New York county and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

13. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND DISCOVERY WAIVE ANY RIGHT TO PURSUE DISPUTES RELATED TO THESE TERMS ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

14. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND DISCOVERY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING RELATED TO THESE TERMS.

15. AMENDMENT

(A) We reserve the right in our sole discretion and at any time without prior notice and for any reason, to modify or discontinue any aspect or feature of the Website or to modify or add to these Terms of Use ("Updated Terms").  In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both ("Additional Terms").  Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use.  To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(B) Updated Terms or Additional Terms will be effective immediately upon notice, either by posting on the Website so that they are accessible via a link on the homepage or by notification by e-mail or conventional mail.  It is your responsibility to review the Terms of Use and the Website from time to time for any Updated Terms or Additional Terms.  Your access and use of the Website after we have posted the Updated Terms (or engaged in such other conduct as we may reasonably specify) or applicable Additional Terms will signify your assent to and acceptance of the same, which will be effective as of the time of posting, or such later date as may be specified therein, and will apply to your use of the Website from that point forward.   

16. MISCELLANEOUS

(A) Any delay or failure on the part of us to exercise or enforce any rights under these Terms to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.  Discovery has the right to determine your compliance with these Terms in our sole discretion.  You irrevocably agree that you waive any and all rights to injunctive or other equitable relief.  The section headings used herein are for convenience only and shall not be given any legal import.  If any provision of these Terms is held to be unlawful, void, or for any reason invalid or unenforceable, then that provision will be deemed severable from these Terms and the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

(B) You may not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.  Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.  Discovery may assign these Terms of Use or any rights hereunder without your consent and without notice.

(C) These Terms of Use (including the Privacy Policy and any Updated Terms or Additional Terms incorporated by reference) and your Distribution Affiliation Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.