By downloading any of the content made available to me on this page by Marvel, I acknowledge that I have read and accept the below terms and conditions.
IF YOU DO NOT AGREE TO THE BELOW TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT DOWNLOAD. DOWNLOADING THE EMOJI ASSETS WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.
1. Use of Emoji Assets.
a. As a condition of use, you hereby promise that you will use the Emoji Assets solely for personal use and not use the Emoji Assets for any purpose that is unlawful, commercial in nature (including but not limited to promoting a product or service), prohibited by these Terms, or any other purpose not reasonably intended by Marvel. By way of example, and not limitation, you agree that you shall not include the Emoji Assets in any content that is infringes on the intellectual property rights of another or is unlawful, deceptive, misleading or fraudulent.
b. You agree that you will use the Emoji Assets as-is and not alter or make any edits to the Emoji Assets, or create any derivative works based on the Emoji Assets.
c. You agree that you shall not make any false attributions of authorship in relation to the Emoji Assets. You further promise that you will not alter the Emoji Assets to remove or change Marvel’s copyright notice included on the Emoji Assets.
d. Any right not expressly granted in these terms is reserved to Marvel.
2. Assignment. You agree that the rights granted herein are granted by Marvel on a non-exclusive, non-sublicensable, and non-transferrable basis. As such, these Terms are not assignable by you without Marvel’s prior written consent. Marvel mays assign these Terms without notice or consent.
3. No Warranties. MARVEL IS PROVIDING THE EMOJI ASSETS “AS IS” AND “AS AVAILABLE”. MARVEL DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS NOT EXPRESSLY SET OUT IN THESE TERMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
4. Indemnification. You agree to defend, indemnify and hold harmless Marvel and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.
5. Termination. Marvel reserves the right, in its sole discretion and at any time, without prior notice, to restrict your availability of the Emoji Assets or to otherwise stop making the Emoji Assets available to you.
6. Limitation of Liabilities. MARVEL SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED 0NE HUNDRED U.S. DOLLARS ($100.00).
a. You agree that your sole remedy for any cause of action arising from these Terms shall be an action at law for damages, if any, actually suffered, as further limited by the terms in Section 6 (Limitation of Liabilities). You agree that in no event shall you have the right to injunctive or other equitable relief or to restrain or otherwise interfere with the business of Marvel.
b. You agree that any use of the Emoji Assets not in accordance with these Terms may cause irreparable harm to Marvel and as such Marvel shall be entitled to seek injunctive or other equitable relief as well as monetary damages.
8. Waiver. No waiver of any provision of these Terms by Marvel shall be deemed a further or continuing waiver of such provision or any other provision of these Terms, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
9. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
10. Governing Law and Forum. These Terms and their validity, construction, and performance shall be governed in all respects by, and construed in accordance with, the internal laws of the State of New York applicable to agreements made and wholly performed therein without giving effect to principles of conflicts of laws. In the event the provisions of Section 11 (Arbitration) are unenforceable, or if remedies being sought are unobtainable through arbitration, the parties consent and agree: (i) to the exclusive jurisdiction of the courts located in New York County, New York, with respect to any action which any party desires to commence arising out of or in connection with these Terms; (ii) that service of any paper or pleading in any such action may be effected by mailing a copy thereof to the party for which it is intended by certified mail, return receipt requested, to the address specified above and that any paper or pleading so served shall be deemed served on the recipient with the same legal force and effect as if personally served upon the recipient within New York County, New York; and (iii) to waive any rights they may have to a trial by jury in respect of any litigation based on or in connection with these Terms.
11. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall first be determined by a confidential, non-public arbitration to be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude Producer from seeking injunctive or equitable relief or provisional remedies in aid of arbitration from a court of competent jurisdiction. The arbitration shall be conducted in New York, New York before a single, neutral arbitrator who shall be selected from the JAMS panel of neutral arbitrators located in New York and have experience in the subject matter of the dispute. There shall be a stenographic record. All fees and costs of JAMS relating to the arbitration, including the fees of the arbitrator and the cost of the stenographic record, shall be borne equally by the parties, provided, however, each party shall bear its own costs including attorneys’ and experts’ fees. All records relating to the arbitration shall be permanently sealed and kept confidential, except as necessary to obtain court confirmation and enforcement of the arbitration award, and except as otherwise required by law, neither party may disclose the contents (including information exchanged in connection with pre-hearing discovery or adduced in evidence at any hearing) or the results of any arbitration without the prior written consent of the other parties. If and only if a non-prevailing party on an issue determined by the award refuses to perform any or all of its obligations under the final arbitration award within 30 days after it becomes final may the prevailing party seek to enter a judgment on the award in any court of competent jurisdiction.