(updated May 2022)
Discovery Communications, LLC (“DCL”) is providing this supplier portal website (the “Website”) for the purpose of registering companies or individuals who are currently or wish to be considered as a supplier of goods and services to DCL or one or more of its Affiliates (collectively, the Warner Bros. Discovery group of companies). “Affiliates” shall mean any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with DCL; provided, however, that no stockholder of Warner Bros. Discovery, Inc. shall be an Affiliate of DCL pursuant to this Agreement.
Please read these Terms of Use (“Terms”) carefully. These Terms apply to your (“Supplier” or “you”) use of the Website and include important information regarding your legal rights including mandatory arbitration, no class relief, waiver of your right to a jury trial, disclaimer of warranties and limitation of liability, and indemnity to DCL and the Warner Bros. Discovery group of companies (collectively “WBD,” “us,” or “we”). Please take a few minutes to review those sections.
By using the Website, you agree to abide by these Terms. These Terms apply only to your use of the Website. To the extent you have a separate commercial agreement with WBD governing the provision of certain goods and/or services between you and WBD, that agreement stands separate and apart from, and is not superseded by, these Terms.
Additional or different terms and conditions may apply to other websites, applications, and services offered by WBD. Such terms and conditions may be found at the place where the relevant website, application or service is offered. Please consult each of the applicable terms and conditions for details.
We may change these Terms from time to time. By continuing to use the Website after we post any such changes, you accept these Terms, as modified. We may change, restrict access to, suspend or discontinue the Website, or any portion of it, at any time.
WBD and its information providers make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of the information on the Website. Despite our efforts to provide useful and accurate information, errors may appear from time to time. Before you act on information you’ve found on the Website, you should confirm any facts that are important to your decision. A link to another website does not constitute an endorsement of that site (nor of any product, service or other material offered on that site) by WBD or its licensors, and WBD is not responsible for, and cannot guarantee the performance of, goods and services provided by others to whose Website we link.
By using the Website, you agree not to submit, provide, or transmit through the Website any material or otherwise engage in any conduct that:
- Violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy or other proprietary rights;
- Allows you to gain unauthorized access to the Website, or any account, computer system, or network connected to the Website, by means such as hacking, password mining or other illicit means;
- Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts;
- Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Collects for marketing purposes any email addresses or other personal information that has been provided by other users of the Website;
- Impersonates any person, business or entity, including WBD and its employees and agents, or falsely states or otherwise misrepresents your affiliation with any person, business or entity, including WBD;
- Contains an advertisement or solicitation or encourages others to make a donation;
- Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
- Encourages conduct that would constitute a criminal offense or that gives rise to civil liability or that otherwise encourages others to commit illegal activities or cause injury or property damage to any other person;
- Results in the provision or transmission of any message anonymously or under a false name;
- Permits any person to access, using your account, any features of the Website that may require registration;
- Is subject to confidential or non-confidential obligations; or
- Violates these Terms, other guidelines, or policy posted on the Website, or interferes with the use of the Website by others.
WBD shall have the right, but not the obligation, to monitor the content of the Website to determine compliance with these Terms and any other operating rules that may be established by WBD from time to time. WBD shall have the right, in its sole discretion, to edit, move, delete, or refuse to accept any material, submitted to or provided through the Website for any reason, including violation of these Terms, whether for legal or other reasons, or because the material is objectionable to WBD in its sole and absolute discretion. Notwithstanding this right of ours, Suppliers remain solely responsible for the content of they submit or provide on the Website. You acknowledge and agree that neither WBD nor any of its affiliates shall assume or have any liability for any action or inaction by WBD with respect to any conduct within the Website or any communication or information provided on the Website. WBD also reserves the right to disclose any information that WBD believes necessary to satisfy any law, regulation or governmental request, or to refuse to accept or to remove any information or materials, in whole or in part.
WBD requires you not to use the Website to violate anyone’s copyright, trademark or other intellectual property rights. By providing or submitting any material to the Website, you are warranting and representing that you own or have the right to post or make such submission of the material or are making your submission with the express consent of the owner, and that no other party has any right, claim, or interest in the material that you have submitted or provided. Submitting or posting material that is the property of another, without the consent of its owner, is not only a violation of these Terms, but may also subject you to legal liability for infringement of copyright, trademark or other intellectual property rights.
USE OF MATERIALS
Any material you submit through the Website may be reproduced, modified, and distributed in any medium, for any lawful purpose in connection with registering you as an existing Supplier or considering you as a potential Supplier in perpetuity. Further, you understand that by posting material on the Website, you are granting to WBD, and to anyone authorized by WBD, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to display, use, copy, modify, transmit, sell, exploit, create derivative works from, and distribute such materials in whole or in part, in any manner or medium, now known or hereafter developed, for these purposes.
The materials available through the Website are the property of WBD or its licensors, and are protected by copyright, trademark and other intellectual property laws. You are free to display and print for your own use information you receive through the Website, but you may not otherwise reproduce any of the materials without the prior written consent of the owner. You may not distribute copies of materials found on the Website in any form (including by e-mail or other electronic means), without prior written permission from the owner.
NO LINKING
You will not establish a hypertext link to the Website.
NO SOLICITING OR SPAMMING
Other than as required to register as an existing Supplier or to be considered as a potential Supplier, you agree not to use the Website to solicit anyone to buy or sell products or services, nor to solicit anyone to make donations of any kind, without our express written approval.
NO FRAMING
You may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Website, or incorporate any intellectual property of the Website, WBD or any of their licensors into another Website or other service.
TRADEMARKS
You may not use any trademark or service mark appearing on the Website without the prior written consent of the owner of the mark.
USER ACCOUNTS, REGISTRATION AND SECURITY
By using the Website, you warrant that you have legal capacity to enter into the agreement set out in these Terms (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).
As part of the registration process, you will select a username and a password. You agree that the information you supply during that registration process will be accurate and complete. You also agree not to (i) select, register, or attempt to register, or use a username of another person with the intention of impersonating that person; (ii) use a username of anyone else without authorization; (iii) use a username in violation of the intellectual property rights of any person; or (iv) use a username that WBD considers to be offensive. WBD reserves the right to reject or terminate any username or password that, in its judgment, it deems offensive. You will be responsible for preserving the confidentiality of your password and will notify WBD of any known or suspected unauthorized use of your account. Further, you agree that you are responsible for all statements made and acts or omissions that occur on your account while your password is being used. If you believe someone has used your password or account without your authorization, you must notify WBD immediately. WBD reserves the right to access and disclose any information including, without limitation, usernames of accounts and other information to comply with applicable laws and lawful government requests. Please inform WBD if there is a change in the information you provided at the time of your initial registration, including any change of address or name.
DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND DISCOVERY HAVE AGAINST EACH OTHER ARE RESOLVED. This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and WBD agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.
We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes or disagreements that you may have with us. Therefore, pursuant to this Visitor Agreement, if you have any dispute or disagreement with us regarding (i) your use of or interaction with the Website, (ii) any transactions with WBD carried out through the Website, or (iii) any data or information you may provide to WBD or that WBD may gather in connection with such use, interaction, or transaction by means of the Website (collectively, “WBD Website Transactions or Relationships”), you will not have the right to pursue a claim in court, or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Website or engaging in any other WBD Website Transactions or Relationships with us, you agree to binding arbitration as provided below.
We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using the Website, you agree that any complaint, dispute, or disagreement you may have against WBD, and any claim that WBD may have against you, arising out of, relating to, or connected in any way with this Visitor Agreement, our Privacy Notice, or any WBD Website Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). If JAMS (or, if applicable, AAA) at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, WBD agrees to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in this Section, provided, however, that in no event may such Minimum Standards contravene or restrict the application of subpart (e) or (i) below. Furthermore, this Section shall not prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
You further agree that:
Arbitrator Will Interpret This Agreement. The Arbitrator, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of this Visitor Agreement and/or these arbitration provisions in this Section hereof, including but not limited to any claim that all or any part of this Visitor Agreement is void or voidable;
Location of Arbitration. The Arbitration shall be held either: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and WBD; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission;
Governing Law. The Arbitrator (i) shall apply internal laws of the State of New York consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the U.S., irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with New York or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief;
No Class Relief. The Arbitration can resolve only your and/or WBD’s individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;
Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;
Arbitration Costs. In the event that you are able to demonstrate that the costs of Arbitration will be prohibitive as compared to the costs of litigation, WBD will pay as much of your filing and hearing fees in connection with the Arbitration as the Arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith;
Reasonable Attorney’s Fees. In the event you recover an Award greater than WBD’s last written settlement offer, the Arbitrator shall also have the right to include in the Award WBD’s reimbursement of your reasonable and actual out-of-pocket attorneys’ fees associated with the Arbitration, but WBD shall in all events bear its own attorneys’ fees;
Interpretation and Enforcement of Arbitration Clause. With the exception of “No Class Relief” above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, “No Class Relief” is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor WBD shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction;
Modification of Arbitration Clause with Notice. WBD may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after WBD has given notice of such modifications and only on a prospective basis for claims arising from WBD Transactions and Relationships occurring after the effective date of such notification; and
Small Claims Matters are Excluded. No Class Relief or Joinder of Claims. Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against WBD in your local small claims court within the U.S., if your claim is within such court’s jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH ANY INFORMATION WE MAKE AVAILABLE ON THE WEBSITE. IF YOU RELY ON THE WEBSITE OR ANY MATERIAL AVAILABLE THROUGH THE WEBSITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE WEBSITE.
THE WEBSITE ARE PROVIDED TO YOU AS IS, WITH ALL FAULTS, AND AS AVAILABLE. THE WEBSITE, WBD AND THEIR AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE WEBSITE, NOR DO THEY GUARANTEE THAT THE WEBSITE WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE, OR THAT THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES WILL THE WEBSITE, WARNER BROS DISCOVERY INC OR THEIR AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR SIMILAR DAMAGES, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF THE WEBSITE, WARNER BROS DISCOVERY INC AND THEIR AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU AGREE THAT THE LIABILITY OF WBD AND THEIR AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE WEBSITE WILL NOT EXCEED THE AMOUNT, IF ANY, YOU PAID TO WBD FOR THE USE OF THE WEBSITE.
INDEMNITY
You agree to indemnify, defend and hold harmless WBD, its affiliates, and their officers, directors, employees, agents, licensors and suppliers, from and against any and all losses, expenses, damages and costs (including reasonable attorneys’ fees) resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Website using your account.
GEOGRAPHIC RESTRICTIONS & LOCAL REGULATIONS
WBD is based in the state of New York in the United States. WBD makes no claims that the Website or any of the content on the Website is accessible, appropriate or available for use outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and at your own risk and are responsible for compliance with local laws if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.
CHOICE OF LAW
These Terms constitute an agreement (the “Agreement”) that has been made in and shall be construed in accordance with the laws of the State of New York, without giving effect to any conflict of law principles.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
CHOICE OF FORUM
By using the Website, you agree that the exclusive jurisdiction for any dispute not subject to the arbitration provision discussed above shall be the state and federal courts located in New York.
SEVERABILITY
In the event that any portion of these Terms are found to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of these Terms, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of the Terms.
SURVIVAL
Any provision herein which by its nature contemplates your continued observance following termination of these Terms will survive termination of these Terms.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS, PLEASE DO NOT ACCESS OR USE THE WEBSITE.
Last updated April 2022.
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