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Terms of Use

  1. Acceptance of Terms
     
    This website, sd-3c.com (hereinafter the "Site"), has been developed by SD-3C LLC ("SD-3C"), a Delaware Limited Liability Company. The Site includes information, documents, communications, files, text, graphics, software, products (collectively, the "Materials") and services operated by or on behalf of SD-3C (collectively, the "Services") as well as access for any company that has entered a license agreement with SD-3C (“Licensees”) to certain proprietary information. By accessing or using this Site in any way, including, without limitation, use of any of the Services, downloading of any Materials, or merely browsing the Site, you agree to and are bound by the Terms of Use.
     
    SD-3C reserves the right to change these Terms of Use and other guidelines or rules posted on the Site from time to time at its sole discretion. Your continued use of the Site, or any Materials or Services accessible through it, after such changes have been made constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. You should periodically check these Terms of Use to view the then current terms. If you breach any of the Terms of Use, your authorization to use this Site is subject to termination.
     
    "SD-3C Content" means any Materials provided by SD-3C including, but not limited to, royalty reporting forms and licensee lists that may be viewed, exported, downloaded, and printed according to these Terms of Use.
  2. Users and Proprietary Users
     
    Visitors to the Site are “Users” and are not required to maintain a profile or password to access the general sections of the Site. Authorized representatives of Licensees are “Proprietary User(s)” of the Site for purposes of access to certain proprietary Licensee information. Proprietary Users will be required to maintain a profile and provide certain information, such as each Proprietary User's contact information and information relating to their position at the Licensee, all of which must be accurate, in order to access secure and/or proprietary information available to an authorized user. Any changes to a Proprietary User's profile, with the exception of password changes, are conducted by communication with SD-3C.
  3. Proprietary User Verification
     
    It is the Proprietary User's responsibility to inform SD-3C of changes to the list of Proprietary Users authorized to access proprietary Materials available through a secure area of the site. If a Proprietary User ceases to be authorized by Licensee, Licensee bears the responsibility to inform SD-3C. Communication to SD-3C should be in written form and any changes to the list of Proprietary Users shall not be deemed completed until a response from SD-3C acknowledging the change has been completed. Communications should be sent via email to admin@sd-3c.com or mailed to SD-3C to the attention of the SD-3C Department at 4123 Lankershim Blvd., North Hollywood, CA 91602.
  4. Intellectual Property and Limited License for Users
     
    The Materials and Services on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services at this Site may violate such laws and these Terms of Use. Except as expressly provided herein, SD-3C does not grant any express or implied rights to use the Materials and Services.
     
    You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site, its Materials, its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site. In addition to the Materials and Services offered by SD-3C, this Site also may make available services provided by third parties (collectively, the "Third Party Services"). The Third Party Services may be governed by separate license agreements that accompany such services. SD-3C offers no guarantees and assumes no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Materials and Services offered by SD-3C. You agree that you will not hold SD-3C responsible or liable with respect to the Third Party Services or seek to do so.
     
    Except as expressly indicated to the contrary elsewhere on this Site, you may view, export, download, and print SD-3C Content on this Site subject to the following conditions under a limited license to use:
    1. SD-3C Content may be used for informational purposes only.
    2. SD-3C Content may not be modified or altered in any way that attempts to circumvent the true meaning and representation of the data.
    3. SD-3C Content on the Site may not be distributed or sold, rented, leased, or licensed to others.
    4. You may not remove any copyright or other proprietary notices contained in SD-3C Content.
    5. The rights granted to you constitute a limited use license and not a transfer of title or assignment of any kind whatsoever.
    The rights specified above to view, export, download, and print SD-3C Content available on this Site are not applicable to the design or layout of this Site or any SD trademarks displayed at this Site. Elements of this Site are protected by trade dress, copyright and other intellectual property laws and may not be copied or imitated in whole or in part.
  5. Trademark Information
     
    The SD trademarks and logos (“SD Marks and Logos”) featured on this website are owned and licensed by SD-3C. The SD Marks and Logos are registered with the United States Patent and Trademark Office and with other trademark offices around the world. You are not permitted to use, copy or download the SD Marks and Logos without the prior written consent of SD-3C.
  6. User Conduct
     
    In using the Site, including all Services and Materials available through it, you agree:
    1. not to disrupt or interfere with any other User's use of the Site or affiliated or linked sites;
    2. not to upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive, or destructive codes, files or programs;
    3. not to create a false identity or provide false information;
    4. not to use or attempt to use another Proprietary User's account, password, service, or system without authorization from SD-3C;
    5. not to disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or any affiliated or linked sites.
    6. Not to violate these Terms of Use, guidelines, or any policy posted on the Site.
  7. Managing Content and Communications
     
    SD-3C reserves the right to restrict, suspend, or terminate your access to all or part of this Site, at any time without prior notice or liability.
  8. Warranties, Disclaimers, and Limitation of Liability
     
    1. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND SD-3C, YOU AGREE THAT YOUR USE OF SITE IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE SITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION. IF YOU RELY ON ANY SITE OR ANY MATERIALS OR SERVICE AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE SITE.
       
      THE SITE IS PROVIDED TO YOU AS IS, WITH ALL FAULTS, AND AS AVAILABLE. SD-3C CANNOT AND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SITE, NOR DOES IT GUARANTEE THAT THE SITE WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE, OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES WILL SD-3C AND ITS MEMBERS, AND ITS AND THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, PARTNERS AND EMPLOYEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THE SITE, RELIANCE ON SD-3C'S REPORTS, OR DAMAGES RESULTING FROM LOSS OF USE, OR DATA, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SIMILAR DAMAGES, AND ON ANY THEORY OF LIABILITY, INCLUDING TORTS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ITS SERVICES, OR MATERIALS, THE STATEMENTS OR ACTIONS OF ANY OTHER INDIVIDUAL ON OR THROUGH THE SITE, ANY DEALINGS WITH USERS, WHETHER IN-PERSON OR OTHERWISE, OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEBSITE REFERENCED OR LINKED TO OR FROM THIS SITE, EVEN IF SD-3C IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF SD-3C IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU AGREE THAT THE LIABILITY OF SD-3C, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SITE WILL NOT EXCEED THE AMOUNT, IF ANY, YOU PAID TO SD-3C FOR THE USE OF THE SITE.
    2. No advice or information, whether oral or written, obtained by you from SD-3C or through or from the Site shall create any warranty not expressly stated in these Terms of Use.
       
      Without limiting the foregoing, SD-3C makes no warranty that:
      1. the Services and Materials will meet your requirements;
      2. the Services and Materials will be uninterrupted, timely, secure, or error-free;
      3. the results that may be obtained from the use of the Services or Materials will be effective, accurate, or reliable;
      4. the quality of any Services or Materials obtained or accessible by you through the Site will meet your expectations; and
      5. any errors in the Services or Materials obtained through the Site, or any defects in the Site, its Services or Materials, will be corrected.
    3. This Site could include technical or other mistakes, inaccuracies, or typographical errors. SD-3C may make changes to the Materials and Services at this Site at any time without notice. The Materials or Services at this Site may be out of date, and SD-3C makes no commitment to update such Materials or Services.
  9. Corporate Information
     
    You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of SD-3C, or others.
  10. Indemnity and Liability
     
    You agree to indemnify and hold SD-3C and its members, and its and their subsidiaries, affiliates, officers, directors, agents, 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 or transmit through the Site, your use of the Site, your connection to the Site, your violation of these Terms of Use or your violation of any rights of another person or entity.
  11. Governing Laws and Jurisdiction
     
    This Site (excluding linked sites) is controlled by SD-3C, a Delaware limited liability company. By accessing this Site, you and SD-3C agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Delaware, without regard to the conflicts of laws principles thereof.
     
    You agree to arbitrate all disputes between you and SD-3C arising out of your use of the Site, except disputes relating to the enforcement of SD-3C's intellectual property, audit or licensing rights. “Dispute” includes any dispute, action or other controversy between you and us concerning these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. In the event of a dispute, you must send to SD-3C a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to Miller Kaplan Arase LLP Attention: Legal/Arbitration Notice. 4123 Lankershim Blvd., North Hollywood, CA 91602. You and SD-3C will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the written notice of dispute is received by SD-3C. After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
     
    If you and SD-3C do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. By using this Site, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes in the State of Delaware. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
     
    Notwithstanding anything above in Section 11, the terms of any applicable license agreement shall not be overridden by Section 11.
  12. General
     
    The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between SD-3C and you with respect to your use of the Site. At any time we may amended these Terms of Use (including modification, deletion and/or addition of any portion thereof). If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by SD-3C to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.