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Last Modified: October 9, 2013

 

 

TERMS OF USE AGREEMENT

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES

This is the official Terms of Use Agreement (“Agreement”) for the Viacom Supplier Workplace for Invoice Management (“SWIM”) registration website (“Site”), an Internet website operated by Viacom Inc. (the “Parent Company”) that provides suppliers the ability to register and provide certain financial and payment information in connection with provision of services to the Parent Company and/or its subsidiaries or corporate affiliates (together with the Parent Company, “Viacom”) and to receive and/or provide information regarding ongoing billing relating to such suppliers.  This Agreement applies whether you are accessing the Site via a personal computer, a mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).  This Agreement governs only the content features and activities related to the Site (i.e., the SWIM registration website) and does not cover websites for any individual Viacom programming channel, any other websites or portion of a website provided by or for Viacom (including www.viacom.com), or any websites for any other company, unless specifically stated.

The Site is offered and made available only to Users that are (a) 18 years of age or older, or such older age as may be required to consent to this Agreement in User’s jurisdiction and (b) authorized by their employer to enter into this Agreement on such employer’s behalf, if applicable. If you do not meet such age requirements or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately because by using or attempting to use the Site, you certify that you meet any other eligibility requirements of the Site.  If you are entering this Agreement on behalf of a third party (e.g., your employer), you certify that you are authorized to accept and agree to the terms of this Agreement as an agent for and/or on behalf of such third party and that such third party has agreed to be bound by the terms hereof.

This Agreement regarding your use of the Site constitute a legally binding agreement between you (and any third party for which you are accepting this Agreement, if applicable) and the Site and Viacom. In this Agreement, the term “Site” includes all web pages within the Site as well as any equivalent, mirror, replacement, substitute or backup websites and web pages that are associated with the Site. By using the Site, you understand, acknowledge and agree that you will abide by the terms of this Agreement and any additional terms that govern certain services, which will be presented in conjunction with those services (“Additional Terms”).  The Site's Additional Terms and Privacy Policy are hereby incorporated in this Agreement by reference. To the extent that there is a conflict between this Agreement and Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern. This Agreement will remain in full force and effect as long as you are a User of the Site and in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy, any Additional Terms, including any indemnifications, warranties and limitations of liability.

The words “use” or “using” in this Agreement means any time an individual or an individual acting on behalf of its third party employer (a “User”), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever. The words “you” and “User” also include the third party for which you are accepting this Agreement, if applicable.  This Agreement does not cover your rights or responsibilities with respect to third party content or sites or any links that may direct your browser or your connection to third party sites or pages. This is the entire and exclusive Agreement between you and Viacom regarding use of the Site and it cannot be modified, except as specifically described below in Section 2.

 

1. REGISTRATION
Viacom may require each User to have a unique user name and password combination in order to access and use certain features or functions of the Site and may also, from time to time, provide Users with additional codes or passwords necessary to access and use certain features or functions of the Site. Please read the Site’s Privacy Policy, which describes the information Viacom collects, uses, discloses, manages and stores. As part of the registration process for the feature or function, Viacom may require you to choose a user name and password (or Viacom may assign an initial password which Viacom will give you the option to change). Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. Viacom is not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. Should you authorize a third party to use your user name and password, you are solely responsible for the acts and omissions of, and any violation of this Agreement and/or Additional Terms by, such third party.  You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.
 
2. MODIFICATIONS
Viacom reserves the right, at any time and from time to time, for any reason in Viacom’s sole discretion, to change the terms of this Agreement. Viacom will post or display notices of material changes on the Site and/or e-mail you or notify you upon login about these changes; the form of such notice is at Viacom’s discretion. Once Viacom posts them on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of this Agreement, including, but not limited to, Additional Terms and Privacy Policy, regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with Viacom.
 
3. OWNERSHIP OF INTELLECTUAL PROPERTY 
As between Users and Viacom, the contents of the Site, including all Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectible elements of the Site, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of Viacom, and any of its successors and assigns, and any of its respective licensors, suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or Viacom explicitly says so in writing, the term “Site” includes “Material” as well. The Site is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you download, transmit, display, print or reproduce from the Site. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of Viacom or its owner if Viacom is not the owner. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. Viacom requires Users to respect its copyrights, trademarks, and other intellectual property rights. Viacom likewise respect the intellectual property of others. On notice, Viacom will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly to infringe the intellectual property rights of others.
 
Viacom takes protection of copyrights, both Viacom’s own and others, very seriously.  Viacom therefore employs multiple measures to prevent copyright infringement over the Site and to promptly end any infringement that might occur.  If you believe that the Site contains elements that infringe your copyrights in your work, please contact us at vendorsetup@viacom.com.
 

4. RULES OF CONDUCT
Your use of the Site is subject to all applicable local, state, national and international laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the Site, or knowingly condone use of the Site by others, in any manner that is, attempts to, or is likely to:

  • be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
  • affect Viacom adversely or reflect negatively on Viacom, the Site, Viacom’s goodwill, name or reputation or cause duress, distress or discomfort to Viacom or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to Viacom in connection with the Site;
  • send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
  • be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages;
  • transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
  • forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
  • violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order or any treaties, or violate or infringe upon any intellectual property rights, rights of publicity or privacy or any other rights of Viacom’s or of any other person, firm or enterprise; gain unauthorized access to the Site, other Users' accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Site or to use the Site in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
  • modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site or the rights of use and enjoyment of the Site by any other person, firm or enterprise; or
  • collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.
5. HYPERLINKS TO THIRD PARTY SITES 
The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Site or any other form of link or re-direction of your connection to, with or through the Site, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, the Site, Viacom or any of its successors and assigns, and any of its respective officers, directors, employees, agents, representatives, licensors, suppliers, and operational service providers. Viacom does not verify, endorse or have any responsibility for any such third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether the Site's, Viacom’s logo or sponsorship identification is on the third party site as part of a co-branding or promotional arrangement. If any third party site obtains or collects personally identifiable information from you, in no event shall Viacom assume or have any responsibility or liability. Please read the Site’s Privacy Policy, which describes how the Site collects and uses your personally identifiable information and other information and certain of Viacom’s relationships.
 
6. DEACTIVATION/TERMINATION OF YOUR USE 
Viacom may terminate your use of and registration on the Site, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
 

7. DISCLAIMER AND LIMITATIONS OF LIABILITY 
THE SITE, AND ALL MATERIALS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, Viacom is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Site, including, without limitation, Materials associated with your use of the Site.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SITE, VIACOM, ANY OF ITS SUCCESSORS AND ASSIGNS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, OR OPERATIONAL SERVICE PROVIDERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have Viacom, upon written notice from you to Viacom, attempt to repair, correct or replace any deficient services under this Agreement and, if repair, correction or replacement is not reasonably commercially practicable for Viacom, to refund any monies actually paid by you for the applicable services you received solely through the Site and to terminate and discontinue your use of the Site.  You further understand and acknowledge the capacity of the Site, in the aggregate and for each User, is limited. Consequently some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Viacom assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or for any failure or delay associated with any transactions and you are hereby expressly advised not to rely upon the timeliness or performance of the Site for any transactions. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies; accordingly some of the exclusions and limitations described in this Agreement may not apply to you.

8. INDEMNIFICATION 
You agree to indemnify, defend and hold the Site, Viacom, its successors and assigns, and any of its respective officers, directors, employees, agents, representatives, licensors, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this Agreement by you.

Viacom reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Viacom in the defense of any such claim, action, settlement or compromise negotiations, as requested by Viacom.

9. MALWARE 
Viacom takes great care and pride in creating the Site. Viacom is always on the lookout for technical glitches that effect how the Site works. When Viacom finds them, Viacom will fix them. Unfortunately, your home computer may cause some glitches that effect how you see the Site -- and that is beyond Viacom’s control.

If you experience any unusual behavior, content or ads on the Site, it may be the result of Malware on your computer. Malware -- short for malicious software -- is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While Viacom continuously works closely with Viacom’s partners to ensure that everything on the Site is working properly, sometimes Malware programs on your personal computer may interfere with your experience on the Site and on other sites that you visit.

Viacom suggests that you take some of the following actions which may help to clean your computer and which could prevent future installations of Malware.

Please note that Viacom cannot be responsible for the effects of any third party software including Malware on your computer system. Please make sure to carefully read the Help or Customer Support areas of any software download site. If you do discover any Malware on your system, Viacom also suggests you speak with a qualified computer technician. If, after taking the above actions, you are still experiencing any problems, please feel free to contact Viacom at vendorsetup@viacom.com.

10. PRIVACY 
Viacom respects your privacy and the use and protection of your personally identifiable information. Please see the Site’s Privacy Policy for important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Site.
 

11. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS 
This Agreement, together with any Additional Terms, the Site’s Privacy Policy and any other regulations, procedures and policies which Viacom refers to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and the Site and Viacom with respect to the Site and your use of the Site and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow Viacom to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

This Agreement and your use of the Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

This Terms of Use Agreement was last modified on the date indicated above and is effective immediately.

 

 

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