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1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by Rotten Tomatoes, Rotten Tomatoes hereby grants you a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your website ("Site") the Tomatometer, Critical Consensus, headlines, active links, logos, source identifiers, and other information or materials ("Content") that you receive from Rotten Tomatoes provided that you do not alter, edit, or delete any of the Content. Rotten Tomatoes may restrict, suspend or terminate your access to any aspect or all of the Content at any time without liability. Rotten Tomatoes reserves the right to modify the Service at any time within Rotten Tomatoes' sole discretion. You acknowledge that Content availability is subject to change at Rotten Tomatoes' sole discretion.
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4. DISCLAIMER OF WARRANTIES. You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Rotten Tomatoes expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Rotten Tomatoes makes no warranty that (i) the Service will meet your requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk, and you will be solely responsible for any potential damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Rotten Tomatoes, or through or from the Service will create any warranty not expressly stated in the Agreement. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. To the extent that any part of this section is not consistent with any other part of this Agreement, then this Disclaimer of Warranties will override it.
5. TERMINATION. The term of this Agreement will begin when you first access or download the Content and will continue until terminated in accordance with this Section. Unless otherwise agreed to by Rotten Tomatoes, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Content from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by Rotten Tomatoes, Rotten Tomatoes may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Content or Service at any time without liability. You agree to destroy or return to Rotten Tomatoes all copies of the Content and all Proprietary Information promptly upon learning of such Termination.
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8. MISCELLANEOUS. This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the jurisdiction of and venue in the federal and state courts located in San Francisco County, California, U.S.A. in all disputes arising out of or relating to the Service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates). Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section. You shall not use the Service in any manner contrary to local, state or federal law. Rotten Tomatoes and Flixster, Inc. expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your Service immediately upon notice for your failure to comply with any such local, state or federal law. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. This Agreement constitutes the entire agreement between you and Rotten Tomatoes with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Rotten Tomatoes with respect to the Service. A printed version of this Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.