Softimage Co. (“Softimage”) provides this Web site (the “Site”) for your use as a customer or member of the media industry. By using the Site, you agree to be bound by these Terms of Use.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SITE.  Softimage may change these Terms of Use from time to time, at Softimage’s sole discretion.  Your continued use of the Site following the posting of such changes will constitute your assent to all such changes.  Please periodically visit this section of the Site to review the current version of these Terms of Use. 

Softimage, its parent Avid Technology, Inc. and related subsidiaries, divisions, and affiliates (collectively, “Avid”)  may also operate other Web sites which may be subject to their own terms.  Please review those Web sites for their applicable terms of use.

SECTION 1: GENERAL PROVISIONS

USE OF INFORMATION AND SOFTWARE AVAILABLE ON THE SITE

You acknowledge that Softimage reserves the right to modify, revise or discontinue the Site, or any features, functionality or services provided as part of or in connection with the Site, without prior notice.

Generally speaking, all information or materials contained on the Site (including but not limited to all graphics, images, video clips, audio, video images, or other types of content) (“Site Information”) is the property of Softimage, Avid, and/or their suppliers or licensors. 

Certain portions of the Site have been designated as areas in which registered users may post information or materials (defined below as “Posted Information”).  All such Posted Information remains property of its respective owner(s).  Please see Section 2:  Posted Information below for further details regarding Posted Information.

Unless otherwise noted in a particular document, Softimage hereby authorizes you to electronically copy or print in hard copy any document published by Softimage on the Site solely for your internal reference purposes within your organization or personal use only.  In consideration of and as a condition to this authorization, you agree that all such copies shall retain all copyright and other proprietary notices contained therein.  Any other use of site information provided by Softimage without prior written approval from Softimage or the appropriate supplier or licensor is strictly prohibited.

Certain documents published on the Site may contain other restrictions, proprietary notices and/or copyright information relating to that individual document, including but not limited to notices that limit or prohibit your ability to make copies of that document.  Please review all additional notices before making any copies.

Nothing contained in these Terms of Use shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright or trademark or other intellectual property right of Softimage, Avid, their suppliers or licensors, or any other third party.

Any software available to download from the Site is the copyrighted work of Softimage, Avid, and/or their suppliers or licensors.  Use of such software is governed by the terms of any end user license agreement (EULA) that accompanies or is included with the software ("License Agreement").  Copying the software other than on the basis outlined above or to any other location for further reproduction or distribution is expressly prohibited, unless otherwise permitted by the terms of the License Agreement.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE SITE, YOU MAY NOT DISTRIBUTE, EXCHANGE, MODIFY, SELL OR TRANSMIT ANYTHING YOU COPY FROM THE SITE.  UNAUTHORIZED USE OF THE MATERIALS OR INFORMATION CONTAINED HEREIN MAY CONSTITUTE A VIOLATION OF APPLICABLE CRIMINAL OR CIVIL LAWS, INCLUDING BUT NOT LIMITED TO COPYRIGHT, TRADEMARK, OR PRIVACY LAWS.


DESIGN AND LAYOUT

The design of the Site is the property of Avid and Softimage.  Elements of the Site and it, including its elements but not limited to the Site’s design, its logos, graphics, sounds or images, may be protected by copyright, database, trademark or other laws, and may not be copied, distributed or imitated, unless specifically indicated.


LINKS TO OTHER SITES

Any links to other sites are provided solely for your convenience.  Such sites are not under the control of Softimage, and Softimage and Avid are not responsible for their content, any changes or updates to them, or the collection of any personal data or information by the operators of such sites.

Consequently, Softimage expressly disclaims any liability for any damages arising out of users’ access, use or inability to use any linked site or the content therein.

USER PRIVACY INFORMATION

In general, people may visit the Site while remaining anonymous and not revealing any personal information.  Softimage does use “cookie” technology to obtain non-personal information from its on-line visitors, and to provide customization options at login, or to keep track of where you are in the Site in order to provide the correct customization options when you use the Site. In addition, you may be required to provide certain personal information, such as your name, address, and email, before you can participate in certain portions of the Site.  Softimage does not, without your permission, sell and/or disclose to third parties information you have submitted to this Site that identifies you personally.  For a complete description of how Softimage uses cookies or the information collected from the Site, please see Softimage’s Privacy Policy applicable to the Site, which is incorporated into these Terms of Use by reference.  Some portions of the Site may permit you to post certain information about yourself if you choose to do so.  If you decide to use those portions of the Site and post information about yourself, the information you post is, of course, exempt from this Privacy Policy.  Please see Section 2:  Posted Information for additional information.

Softimage intends to cooperate with any order or request from law enforcement officials or a court of competent jurisdiction for information as to the identity of individuals submitting or posting information to Softimage or on the Site.


USER FEEDBACK AND IMPROPER TRANSMISSIONS

Except for Posted Information or personal information, if you transmit to or otherwise provide to Softimage any feedback (such as questions, comments, suggestions, or the like) or data or materials (“User Feedback”), such User Feedback shall be deemed to be non-confidential and non-proprietary.  Softimage shall have no obligation of any kind with respect to such User Feedback and by transmitting such User Feedback to Softimage, you are deemed to grant Softimage and Avid a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license (with rights to sublicense) to reproduce, use, disclose, modify, display and distribute the User Feedback to others without limitation and to use any ideas, concepts, know-how or techniques contained in such User Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such User Feedback.

You are prohibited from posting or transmitting to the Site any unsolicited chain letters or “spam”, or any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic material, or other material that would violate any applicable law or regulation, including but not limited to any applicable laws or regulations governing equal employment opportunities.  However, if such communications do occur, Softimage and Avid shall have no liability related to the content of any such communications.

Except where such information qualifies as Posted Information, you may not post or transmit to the Site any advertising, surveys, promotional materials, contests, or any other commercial or non-commercial solicitations.

You are also prohibited from impersonating any individual.  A member account or profile must be opened using real names and other requested information.

Softimage may, but is not obligated to, review or monitor areas on the Site where users may transmit or post communications, including discussion groups, bulletin boards, chat rooms, and user forums.  Softimage is not responsible for the accuracy of any Posted Information, including but not limited to information, data, opinions, advice, or statements transmitted or posted in discussion groups, bulletin boards, chat rooms, and user forums.


MONITORING, DELETION AND LOCKOUT

Softimage has no obligation to review or monitor areas on the Site where users may transmit or post communications, including discussion groups, bulletin boards, chat rooms, and user forums.  Softimage may post the Posted Information as submitted by the person registered to post the information, but will not accept any responsibility or liability for the accuracy of or omissions in such Posted Information, including but not limited to information, data, opinions, advice, or statements transmitted or posted in discussion groups, bulletin boards, chat rooms, and user forums.  Inclusion of Posted Information on this Site does not imply any endorsement by Softimage of the Posted Information.

Failure to adhere to any of these Terms of Use may result in messages and/or Posted Information being blocked, deleted from the Site and possible lockout.  Softimage also reserves the right to take any actions it deems necessary or appropriate to protect the Site and its content.


INTERNATIONAL INFORMATION

The Site may provide access to international data about Softimage, Avid, or third parties, and therefore, may contain references or cross references to products, programs, and services that are not available in your country.  Such references do not imply that Softimage, Avid, their suppliers or licensors, or other third parties intend to make available such products, programs or services in your country.  Softimage or Avid may provide other websites directed at your region which may contain different products and services and be subject to different terms and conditions.


CONTESTS/SWEEPSTAKES

From time to time, you may be invited to participate in contests, sweepstakes, or similar events.  Such events may require you to submit personal information to participate.  Each event shall be subject to separate rules, and you should review all applicable rules before participating.  Please see the Privacy Policy for additional detail.  Posting by Softimage of a contest, sweepstake or similar event on the Site and your ability to access the contest does not mean that it is applicable to your jurisdiction or that you will be eligible to participate.


LINKING AND FRAMING

You are permitted to view the Site only in its full presentation form and are prohibited from “framing” the Site.  You may link to the Site only by linking to the home page located at softimage.com.  You are prohibited from “deep linking” to any other pages in a manner that would incorrectly suggest endorsement or support of you by Softimage or in any way that suggests you are the owner of any intellectual property belonging to Softimage or Avid.

VIOLATION OF TERMS OF USE

You acknowledge that Softimage has the right, in its sole discretion, to terminate your access to the Site, without liability to you or any third party, if you violate any of these Terms of Use, violate the rights of Softimage, interfere with any other user’s access or use of the Site, or if Softimage decides that your use is otherwise detrimental to the Site, Softimage, Avid, or their suppliers or licensors.  If you believe that someone has violated these Terms of Use, you may contact Softimage at webmaster@softimage.com.  Softimage may decide, in its discretion, to investigate the report and decide, in its sole discretion, to take any action relating to that report.  Softimage does not have any obligation or liability to you for the performance or nonperformance of those activities.


SITE SERVICES

Softimage may, from time to time, offer through the Site certain services that may be subject to their own specific terms and conditions (“Service Terms and Conditions”).  In the event of any conflict between those Service Terms and Conditions and these Terms of Use, the applicable Service Terms and Conditions shall control.  Please be sure to review any applicable Service Terms and Conditions before making use of a Site service.


GENERAL

These Terms of Use are governed by the laws of the Province of Quebec, Canada, without regard to the rules of conflict which may cause the laws of another jurisdiction to apply.  You agree to the sole and exclusive jurisdiction and venue of the courts of Quebec, Canada in the event of any dispute of any kind arising from or relating to the Site, or your use or review of it.  The failure of Softimage to enforce any provision or right of these Terms of Use will not constitute a waiver of such provision or right.  These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Use to be unenforceable, the remainder of these Terms of Use will continue in full force and effect. 

SECTION 2: POSTED INFORMATION

ALL POSTED INFORMATION IS PUBLIC

Softimage has reserved certain portions of the Site to permit registered users to post materials or information, including but not limited to user resumes or other personal information, job listings, user demonstration reels or other sample materials, graphics, images, opinions, comments, conversations or questions (“Posted Information”).  Softimage has provided those special sections as a service to its customers and the media community with the intent of making Posted Information publicly available to anyone who wishes to view it.

By using these services and posting or transmitting to Softimage for posting such Posted Information, you thereby acknowledge and agree that all Posted Information is publicly available to any viewer of the Site.  You further acknowledge and agree that Softimage shall have no responsibility, liability, or obligation to you with regard to the Posted Information, its protection, its use or misuse in anyway whatsoever by any entity, including but not limited to Softimage or Avid.  Without limiting the foregoing, you agree that the Posted Information is exempt from the application of Softimage’s Privacy Policy, in that once personal data is posted publicly, Softimage can have no control over what is done to it by third parties and the Privacy Policy cannot apply to data collected by third parties in those circumstances.


LICENSE TO POSTED INFORMATION

By submitting the Posted Information for publication on the Site, you grant to Softimage and Avid a perpetual, worldwide, royalty-free, irrevocable, sublicenceable, non-exclusive right to use, reproduce, display, modify, create derivative works, and distribute, (in any format whatsoever) the Posted Information for any purpose related to the Site.

You also hereby authorize any third party who lawfully accesses the Posted Information via the Site to make an electronic copy or print in hard copy the Posted Information, or portion thereof, solely for such third party’s internal reference purposes within such third party’s organization or for such third party’s personal use.

If your Posted Information includes links to internet sites or e-mail addresses (“Posted Links”), you are deemed, to the extent you are able, to grant to Softimage a worldwide, royalty-free, sublicenceable, non-exclusive right to display Posted Links for so long as the Posted Information is available on the Site.  Softimage requires that Posted Links be restricted to home pages, and not “deep links,” unless the Posted Link is to an internet site that you own, operate, or to which you are otherwise authorized to link as part of a Posted Information for publication on the Site.  By including a Posted Link you assume all liability arising therefrom, including liability for endorsing, sponsoring, recommending or otherwise approving the content of any linked site.  Softimage reserves the right in its sole discretion to remove any Posted Links for any reason whatsoever.

Inclusion of any Posted Links  does not imply any endorsement by or responsibility of Softimage  with regard to the contents of sites related to such links.


USE  OF POSTED INFORMATION

The decision to make Posted Information available, or to use or respond to Posted Information, is yours alone.  Softimage has only made a portion of the Site available for the publication, distribution, and review of Posted Information.  Softimage is not involved in any transactions between the users who submit Posted Information, and the users who view or use such information.  Without limiting the generality of foregoing, Softimage is not responsible for any employment, hiring, purchase, lease, rent, or any other decisions whatsoever made by any person or entity with regard to the Posted Information contained in the Site.

In addition, please note that Softimage cannot confirm that anyone is who they say they are.  You assume all risks relating to any dealings you may undertake with anyone you encounter through  the Site.

Softimage has no obligation to review, screen, or edit any Posted Information, either in advance, or after posting.  Softimage may post the Posted Information as submitted by the person registered to post the information, but will not accept any responsibility or liability for the accuracy of or omissions in such Posted Information.  Inclusion of Posted Information on this Site does not imply any endorsement by Softimage of the Posted Information.

Softimage reserves the right, in its sole discretion, to take any actions with respect to Posted Information as indicated above in the “MONITORING, DELETION AND LOCKOUT” Section.


USER REPRESENTATIONS AND WARRANTIES

Softimage respects the intellectual property rights of others, and expects its users to do the same.  Users are prohibited from posting anything on the Site that violates the intellectual property rights of others.  Therefore, by registering or submitting Posted Information, you hereby represent and warrant:

a)      You have all right, title, and interest to such Posted Information, including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you abide by these Terms of Use and make the Posted Information available;

b)      That the Posted Information does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction (“Intellectual Property Rights”) of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity;

c)      That you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the Posted Information is true and your own information; and

d)      That the Posted Information does not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation.

By reviewing or using the Posted Information, you represent and warrant:

a)      That you will only use it for lawful purposes;

b)      That your use will not violate or constitute the infringement of the Intellectual Property Rights of Softimage or any other person or entity or otherwise constitute the breach of any agreement with any other person or entity; and

c)      That your use will not constitute an unlawful, threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic use, or otherwise violate any other applicable law or regulation.

If you believe that any Posted Information infringes your copyrighted works, you may provide a notification of claimed copyright infringement to Softimage’s Designated Agent for copyright complaints.  Please see our Copyright Complaint Policy for further information.



SECTION 3:  DISCLAIMERS, EXCLUSIONS, LIMITATIONS, INDEMNIFICATION

For avoidance of doubt, please note that the term “Site” as used in Section 3 encompasses all content of this Site whatsoever, including but not limited to Posted Information.

DISCLAIMERS

THE SITE IS PROVIDED BY SOFTIMAGE "AS IS” AND WITH ALL FAULTS.  SOFTIMAGE AND AVID MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH REGARD TO THE SITE, OR ITS CONTENTS, ITS OPERATION.  TO THE FULLEST EXTENT PERMITTED BY LAW, SOFTIMAGE AND AVID DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOFTIMAGE  SPECIFICALLY STATES THAT THE USE OF THE SITE IS AT YOUR OWN RISK. SOFTIMAGE AND AVID DISCLAIM ANY WARRANTY WITH REGARD TO THE OPERATION OF THE SITE, THE ACCURACY OR TIMELINESS OF THE SITE, OR ITS CONTENTS OR THE INFORMATION OR MATERIALS CONTAINED THEREIN, ANY WARRANTY THAT THE SITE OR ITS CONTENTS OR THE INFORMATION OR MATERIALS CONTAINED THEREIN WILL BE FREE OF ERRORS, VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY, OR ANY WARRANTY THAT YOUR USE OF THE SITE OR ITS CONTENT OR THE INFORMATION AND MATERIALS CONTAINED HEREIN WILL BE UNINTERRUPTED.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOFTIMAGE  SPECIFICALLY INFORMS YOU THAT SOFTIMAGE, AND AVID MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES AS TO THE ACCURACY, TRUTHFULNESS, OR RELIABILITY OF ANY POSTED INFORMATION.


EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SOFTIMAGE OR AVID OR THEIR SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, ECONOMIC OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF USE DAMAGES OR LOST PROFITS (AND WHETHER SUCH LOSS OF PROFITS IS DIRECT OR INDIRECT)) ARISING OUT OF OR CONNECTED WITH THE SITE (INCLUDING BUT NOT LIMITED TO ITS OPERATION, ITS CONTENTS OR THE INFORMATION OR MATERIALS CONTAINED THEREIN, OR THE USE OR INABILITY TO USE THE SITE, OR THE USE OR INABILITY TO USE ANY OTHER SITE LINKED TO THE SITE, OR ANY CONTENT CONTAINED IN ANY SUCH SITE, OR THESE TERMS OF USE, OR THE PRIVACY POLICY APPLICABLE TO THIS SITE) EVEN IF SOFTIMAGE OR AVID OR THEIR SUPPLIERS, OR LICENSORS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF ANY DAMAGES. 

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.  IN SUCH STATES, THE RESPECTIVE LIABILITY OF SOFTIMAGE, AVID, AND THEIR SUPPLIERS AND LICENSORS SHALL BE LIMITED TO THE  EXTENT PERMITTED BY APPLICABLE


INDEMNIFICATION

You agree to indemnify, hold harmless, and defend Softimage, Avid, and their licensors, suppliers, officers, directors, employees, and agents (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or cost (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to your use of Site, the placement, posting or transmission of any messages, information, software, content or other materials on or through the Site by you or users of your account, or any breach or violation of these Terms of Use by you or users of your account.  You agree to fully cooperate as reasonably required by an Indemnified Party/ies).  Each Indemnified Party may, at its own expense, assume the exclusive defense and control of any matter for which it is indemnified hereunder.  You shall not enter into any settlement agreement imposing obligations on the Indemnified Party without the consent of the applicable Indemnified Party.


Electronic Commerce (EC Directive) Regulations

The Electronic Commerce (EC Directive) Regulations 2002 (SI 2002/2103) (as may be amended from time to time) shall to the fullest extent permitted by law be excluded from these Terms of Use where you are using this Site in the course of your trade, business or profession.


Content Publishers:

Director of Publications: Softimage Co.

Corporate Name: Softimage Co.

Form of Company: corporation

Address of Registered Office: 2500, 10104-103 Avenue

Edmonton, AB T5J1V3, CANADA

Hosting Services Provider: Softimage Co.

Corporate Name: Softimage Co.

Form of Company: corporation

Address of Registered Headquarters: 2500, 10104-103 Ave.

Edmonton, AB T5J1V3, CANADA

Web Site Operator: Softimage Co.

Corporate Name: Softimage Co.

Form of Company: corporation

Address of Principal Office: 3510 St. Laurent Blvd.

Montreal, Quebec H2X 2V2 CANADA

Last Updated April 10, 2003.