Introduction
These terms of use ("Terms of Use") govern your use
of the website at www.t2channelhub.com (the
"Site"). The Site is controlled and operated by or on
behalf of Take-Two Interactive Software Europe Limited
("Take-Two", "us" or "we") and
is for use and access only by approved, registered Users, provided
always that any and all access to and use of the Site shall be
subject to these Terms of Use, any restrictions, instructions
and/or other conditions provided for in your User account and/or
in respect of the Assets (as defined below) accessed by you and/or
as may otherwise be communicated to you by us from time to time,
as well as any and all Territorial Laws (as defined below) with
which you hereby expressly agree to ensure you comply with
(hereinafter collectively the “Restrictions”).
You acknowledge that the applicable laws, ordinances,
rules, regulations and directives of applicable governmental
authorities, and the rules, policies and procedures of
non-governmental voluntary organizations in each country (the
“Territorial Laws”) may restrict and/or prohibit the
access, possession, distribution, publication and/or other use of
certain Assets in such country, and/or may require the
publication, distribution and/or other use of different or
localized versions of the Assets in such country. You
correspondingly agree (1) to comply with all applicable
Territorial Laws, including any restrictions and/or requirements
of organizations and/or entities such as but not limited to PEGI,
USK, OFLC, KGRB etc.; (2) to display all appropriate ratings
information and other information required by the Territorial Laws
(and/or not remove, alter, obliterate or conceal any ratings
information accompanying the Assets without permission from us); and
(3) to comply with any instructions as may be communicated by
Take-Two from time to time in respect of any Assets (or any part
thereof) which may be made available to you hereunder.
Access to and use of the Site is granted only to
those persons ("Users") who have registered an
account on the Site (a "Site Account"),
expressly accepted these Terms of Use and who have been
specifically authorised in writing by Take-Two to access the
Site and download the Assets. You may not access and/or otherwise
utilise the Site and/or any of the Assets contrary to these Terms
of Use and/or any Restrictions.
The Site is for use in a professional or business
capacity only. You warrant that you are acting in a business or
professional capacity in accessing the Site and accessing or using
the Assets.
No warranty
Take-Two uses reasonable efforts to update the Site, but makes no
representation or warranty as to its accuracy or completeness.
These Terms of Use, together with the Restrictions,
sets forth the full extent of Take-Two's obligations and
liabilities arising out of or in connection with these Terms of
Use or any collateral contract, and there are no conditions,
warranties, representations or terms, express or implied, that are
binding on Take-Two except as specifically stated or contemplated
in these Terms of Use and/or Restrictions. Any condition,
warranty, representation or term which might otherwise be implied
into or incorporated in these Terms of Use or any collateral
contract, whether by statute, common law or otherwise, is hereby
expressly excluded.
Use of this Site and of the Assets are at your sole
risk, and it is your responsibility to ensure you use the Assets
downloaded (or otherwise obtained) from this Site in accordance with
all applicable laws. It is your responsibility to watch, view, read
or otherwise examine the Assets before you distribute, display,
transmit or otherwise use them in any way whatsoever.
Limitations of Liability
Use of this Site is at the risk of the User. Take-Two shall not
be liable to you under or in connection with these Terms of Use
(including without limitation under the Licence, as defined
below), or any collateral contract, for any loss whatsoever,
whether direct or indirect, in each case howsoever arising,
whether such loss or damage was foreseeable or in the
contemplation of the parties and whether arising under statute or
arising in or for breach of contract, tort (including negligence),
breach of statutory duty, indemnity, misrepresentation or otherwise.
Take-Two accepts no liability, whether arising under
statute or arising in or for breach of contract, tort (including
negligence), breach of statutory duty, indemnity, misrepresentation
or otherwise, resulting from viruses (or other malware or harmful
material) infecting the computer or other device you use to access
the Site and/or download the Assets.
Nothing in these Terms of Use shall limit either
party's liability for (i) fraud; (ii) fraudulent misrepresentation;
(iii) death or personal injury caused by its own negligence; or (iv)
any other liability to the extent the same may not be limited or
excluded as a matter of law.
Intellectual property
Take-Two is the owner and/or the licensee of all intellectual
property rights (including all trade marks and copyright) on the
Site and in the material published on it (the
"Assets"), except where specifically stated
otherwise. Any use of the Assets, or the intellectual property
rights therein, in any form, other than in accordance with the
licence below and these Terms of Use and any applicable
Restrictions, is prohibited.
Licence to use Assets
Take-Two grants Users a non-exclusive, royalty-free, revocable,
non-sub-licensable, non-transferable licence (the
"Licence") to access and download the Assets in,
subject to any and all Restrictions, solely for the purpose of
marketing, advertising and promoting Take-Two’s products and/or
services only in the course of the Users' business or other commercial
activities in connection with the marketing, advertising, promotion,
sale and/or distribution of Take-Two’s products and/or services
("Permitted Activities"). Without limitation to the
foregoing, the Licence shall include the right to display or
demonstrate (and the right to reproduce solely for the purpose of such
display or demonstration) the Assets in whole or in part to the public
as part of such Permitted Activities, and subject to any and all
Restrictions. Take Two may revoke the Licence at any point in time in
its sole discretion, for any or no reason, immediately upon notice to
you. Upon termination of the Licence, you must, at Take-Two’s
direction, return or destroy any copies of the Assets in your
possession or control and confirm in writing that this has been done.
You may not modify the Assets downloaded from the
Site in any way other than as required for technical reasons or
to comply with any Territorial laws, and may not use any
illustrations, photographs, video or audio sequences, graphics
and/or other assets and/or materials separately from any
accompanying text. You must not use, or permit the use of, the
Assets in any manner other than (i) for the Permitted Activities,
and (ii) in a manner which reflects favourably at all times on the
good name, goodwill and reputation of Take-Two, its products and
services, and those with whom Take-Two has contractual
arrangements with respect to its products and services. You shall
not use or authorize the use of any Assets in a connection with
any activity or in any other fashion that (a) disparages Take-Two
or its products and services, (b) violates or infringes any
intellectual property right of Take-Two, and/or (c) violates any
applicable rule, regulation or law. You may only display or
otherwise use the Assets in accordance with all Territorial laws
and subject to any and all Restrictions. You must always
acknowledge Take-Two’s status (and that of any identified
contributors) as the owners of the Assets. No distribution,
transmission, publication, display or other similar usage of the
Assets other than as set out in these Terms of Use is permitted.
You acknowledge and agree that the provision of
certain Assets to you in advance of any publication, distribution
and/or other communication by Take-Two of the same to the general
public is solely for the purpose of allowing you to prepare for
and perform the Permitted Activities, that such Assets are
confidential in nature, and as such Take-Two may from time to time
require you to comply with a black-out/embargo date (also referred
to as a “Live Time” as defined below) in respect of your
publication, distribution and/or other dissemination of and/or
about such Assets (or part thereof). In the event Take-Two
communicates a Live Time to you in respect of any Assets, you
agree not to share, disclose or otherwise publish or distribute
the Assets (or any part thereof) until the specified Live Time.
“Live Time” shall mean the time and date on which the
relevant Assets (or any part thereof) may be displayed,
published and/or distributed to your customers and/or members of
the public in connection with the Permitted Activities.
All rights in and to the registrations and to all
the reputation and goodwill associated with the Assets,
including any reputation and goodwill that may accrue as a
result of your use of the Assets, are reserved to and shall
belong absolutely to Take-Two. You agree to execute and deliver
such documents and do such other things as Take-Two may
reasonably request from time to time, including after
termination of the Licence, to give full effect to the provision
of this paragraph.
No rights or
licences are granted to or conferred on you or your
affiliates pursuant to these Terms of Use except as expressly
set out in these Terms of Use.
Indemnity
You shall be liable for and shall indemnify Take-Two against any
and all claims, actions, liabilities, losses, damages and expenses
(including legal expenses) incurred by Take Two which arise out
of or in connection with your performance, purported performance
or non-performance under these Terms of Use, your exercise of the
Licence, your access to the Site, your use of the Assets, or under
any collateral contract between the parties, including without
limitation any liabilities, losses and expenses arising out of or in
connection with any third party demand, claim or action (including
any claim alleging infringement of third party rights), or
resulting from or attributable to any misrepresentation,
negligence, fraud, wilful misconduct or breach of statutory duty of
or by you or your employees, agents or contractors.
Responsibility for your Account
You will be provided with a username and password in order to
access your Site Account. You are solely responsible for
maintaining the confidentiality and security of your username and
password, and are prohibited from sharing or disclosing your
username and password. You are solely responsible for all activity
occurring under your username and password.
Hypertext links
Certain hypertext links in the Site will lead you to sites which
are not under the control of Take-Two. When you activate any of
these, you will leave the Site. Take-Two accepts no responsibility
or liability for the contents of any third party site to which a
hypertext link exists and there are no conditions, warranties,
representations or terms, express or implied, that are binding on
Take-Two as to the information contained on such sites. Take-Two has
no control over the nature and contents of such sites and is not
recommending those sites, the information they contain nor any third
party's products or services. It is your responsibility to check the
legal and privacy policy sections of any other Take-Two or third party
site you link to.
Privacy
Take Two may collect data in relation to your use of the Site and
during the registration process, some of which data will or may
constitute personal data (as defined by the Data Protection Act
1998). Take Two will collect and process this data in accordance
with its Privacy Policy (see here).
Governing Law and Jurisdiction
These Terms of Use and all non-contractual obligations
arising from or connected with the Terms of Use or your use of
the Site shall be governed by and construed in accordance with
English law. Take Two and you agree to submit to the exclusive
jurisdiction of the English courts in relation to any dispute
(howsoever arising, contractual or non-contractual) in
connection with the Terms of Use or your use of the Site.
Notwithstanding the above you acknowledge and agree
that a breach by you of these Terms of Use may result in
irreparable and continuing damage to Take Two for which there may or
will be no adequate remedy at law, and that in the event of such
breach, Take Two shall be entitled to apply for injunctive relief
and/or a decree for specific performance and such other and further
relief as may be appropriate in any competent courts.
Changes
These Terms of Use may be revised by Take-Two on notice to
you. If you do not accept the revised Terms of Use, you should cease
any and all use of the Site and delete your Site Account.
Contact Us
If you have any questions in relation to the Website or these
Terms of Use, please contact us at:
Take Two Interactive Software Europe Limited
Saxon House
2-4 Victoria Street
Windsor,
Berkshire, SL4 1EN
Email: ChannelHubTerms@take2games.com
Professional/Business Use Only
The Site is for use in a professional or business capacity
only. You warrant that you are acting in a business or
professional capacity in accessing the Site and accessing or
using the Assets.