TERMS OF USE

The following Terms and Conditions govern the user’s (“you”, “your”) use of the High Noon Website (“Website”) and the materials accessible on or from the Website (“Materials”), and constitute a binding agreement between you and High Noon LLC, its parent, subsidiary, and affiliated entities (collectively “High Noon” and “we”, “us”, “our”) with regard to your use of the Website. Please read them carefully before entering the Website, and refer to them as necessary as you explore the Website. Your use of the Website means that you accept the Terms and Conditions. If you do not agree with these Terms and Conditions, please do not visit or use the Website.  High Noon may modify these Terms and Conditions from time to time without notification to you.  Such modification shall be effective upon posting by High Noon on the Website.  You agree to be bound by any changes to these Terms and Conditions when you visit and/or use the Website after any such modification is posted.  If you do not agree and do not accept these Terms and Conditions and agree to be bound by them, do not use the Website.  The Website is not intended for use by any person under 13 years of age.  If you are between 13 and 17 years of age, you must obtain permission from your parent or legal guardian before sending any information about yourself to High Noon.  Any application or other materials submitted by a person under 18 must be accompanied by a signed parental consent in order to be considered by High Noon.

1.    Confidentiality

High Noon discourages you from sending us any information or material that you consider to be confidential or proprietary through the Website or by any other means such as email, voice mail, fax, U.S. Postal Service or private courier delivery. Please note that if you do send us any such information or material, High Noon will assume it is not confidential and will not treat it as such.  The foregoing applies to both solicited information and material (i.e., information and material you may supply to us in response to an application, request or query of High Noon), as well as unsolicited information and material (i.e., information and material you may supply in the absence of an application, request or query of High Noon).

With regard to unsolicited information and material, High Noon actively discourages you from sending us any unsolicited information or material (including without limitation television show pitches, concepts, formats, scripts, ideas, or any other material or information)  to us via any means, including without limitation through the Website or by any other means such as email, voice mail, fax, U.S. Postal Service or private courier delivery.   Any information or material you submit via the Website, whether solicited or unsolicited,  shall become the property of High Noon, and by your submission you hereby assign, for no compensation, payment, remuneration, or promise of compensation, payment, or remuneration,  all right, and interest to such information and material, including any moral rights, to High Noon.   In the event that you cannot assign all right, title and interest to the information or material you submit, by sending High Noon information or material, you grant High Noon an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, including any moral rights, via any and all media now known or hereafter invented throughout the universe in perpetuity, and you also agree that High Noon is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose without compensation, payment, remuneration, or promise of compensation, payment, or remuneration to you or any other person.  You agree that all material and information you provide to High Noon via this Website or otherwise is true, current, accurate and complete, and that such material and information does not violate or infringe upon the civil or proprietary rights of any third party (including without limitation (i) infringement of trademark, service mark, trade name, orcopyright, (ii) defamation, or (iii) violation of right of privacy or publicity, property rights, or any other right of any third party).

2.    Ownership of Materials on the Website

Unless otherwise noted, the information on this Website, along with any Materials (including, for example, white papers, press releases, data sheets, product descriptions and FAQs) is the copyrighted work of High Noon and/or its suppliers and clients and is protected under US and worldwide copyright laws and treaty provisions. High Noon's trademarks, including the names of its production companies and programs, may be used only with written permission from High Noon, LLC and proper acknowledgement. All other trademarks, brands, and names are the property of their respective owners.  Except as expressly granted in this section (or to you specifically in writing), High Noon and its clients do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.  In addition, you may not use the names, likenesses or biographical information of any individual posted on the Website page without written permission from High Noon, LLC or from the individual.  Your use of any information or Materials displayed on the Website, including, without limitation Materials subject to Copyright and/or Trademark protection, except as provided in these Terms of Use, is strictly prohibited.

3.    Disclaimers

THE MATERIALS ACCESSIBLE FROM OR ON THIS WEB SITE ARE PROVIDED "AS IS," AND High Noon EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL. IN NO EVENT SHALL HIGH NOON OR ANY OWNER, OFFICER, EMPLOYEE, AGENT, SUCCESSOR OR ASSIGN THEREOF BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING (WITHOUT LIMITATION) SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, LOSS OF PROFITS OR REVENUES OR COSTS OF REPLACEMENT GOODS.

Although High Noon has attempted to provide accurate information on this Web site as a service to its users, High Noon assumes no responsibility for, and makes no representations with respect to, the accuracy of the information. High Noon may change the programs or products mentioned at any time without notice. Mention of non-High Noon products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. This site may contain indications of High Noon’s current plans or intentions. High Noon does not guarantee that any feature or product mentioned in this site will be developed, produced, or produced in the form described.

Any claims relating to the materials or the Website will be governed by Colorado law, and you agree to exclusive personal jurisdiction and venue of the state or Federal courts located in Denver, Colorado.

4.    Software

High Noon and its suppliers grant you a personal, non-exclusive, revocable license to use any software and associated content (e.g., text, images, video, graphics, music, sound) made available to you on the Website only for and during the authorized use of the Website and/or the product to which the software and content relate. You may not copy, download, modify or create derivative works, publish, transmit, sell or attempt to sell or transfer, or otherwise use or exploit any software or associated content unless we or our suppliers have expressly allowed you to do so.

5.    Waiver and Indemnity

BY USING THE WEBSITE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HIGH NOON, ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS (COLLECTIVELY “INDEMNIFIED PARTIES”) AND EACH OF THEM HARMLESS WITH RESPECT TO ANY CLAIMS, ACTIONS, SUITS, LIABILITIES, DAMAGES, OR CAUSES OF ACTION ARISING OUT OF YOUR BREACH OF THESE TERMS OF USE AND /OR YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION THE SUBMISSION OF ANY MATERIAL OR INFORMATION WHATSOEVER TO HIGH NOON VIA THE WEBSITE.

6.    Third-Party Statements on High Noon Website; Links

 High Noon may, but is not obligated to, monitor or review statements made by third parties on the Website. Users or other third parties may post statements or information on some portions of the Website from time to time. High Noon makes no representation as to the accuracy, appropriateness, legality, ownership or other aspects of such statements or information. High Noon expressly disclaims any liability for such third party statements under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law.

Also, the Website may provide links to other website(s) for your convenience and enjoyment. If you access other website(s) through such links you do so at your sole risk. We do not review, endorse, or control any content, advertising, products, services, or other materials on or available through the Website, nor are we responsible for any viruses, Trojan horses, or other items of a potentially destructive nature that it may contain.  Your correspondence or business dealings with advertisers, partners, or other third parties through any site(s), including payment for and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third parties. You agree that we and the Website will not be responsible or liable for any loss or damage of any sort arising out of any such dealings or as a result of the link to their site.

7.    Applicable Laws

This Website originates from and is maintained in the United States of America, and High Noon makes no representations regarding the legality of access to or use of the site or the materials from other countries. Any export or use of the materials by a user must be in compliance with all U.S. export laws and regulations in effect at the time of such export or use. Access in countries where the materials are illegal is prohibited. Users who access the Website from outside of the United States do so at their own risk and are responsible for compliance with applicable U.S. export and local country laws.
These Terms of Use shall be governed by and construed in accordance with the law in effect in the State of Colorado, USA and you hereby irrevocably consent, with respect to any dispute hereunder, to the jurisdiction and venue of the state and federal courts located in the state and city of Denver, Colorado.  You irrevocably waive any and all rights to trial by jury.

8.    Infringement and Regulatory Complaints

We are committed to respecting the intellectual property rights of others. We will cooperate with any law enforcement authorities and comply with any judicial order requesting or directing us to disclose the identity of anyone downloading or posting materials, or otherwise using this Website in violation of applicable laws. If you believe that your proprietary rights, including copyright, have been infringed by any content posted by users of this Website, please notify us. If we receive such notice, we will promptly respond to, remove, or disable access to, the material that is claimed to be infringing or to be the subject of any infringing activity.

When notifying us of any claimed infringement, you must provide the following information:

1.       a physical or electronic signature of a person authorized to act on behalf of the copyright owner whose work you claim has been infringed;

2.       a description of the work you claim has been infringed;

3.       a description of the work you claim to be infringing as well as information reasonably sufficient to permit us to locate the material;

4.       your address, telephone number, and, if available, your e-mail address;

5.       a statement of your good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, their agent, or the law; and

6.       a statement that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such notices should be sent to High Noon at 15303 Ventura Boulevard, Suite C-1100, Sherman Oaks, CA 91403 Attention: Business & Legal Affairs.

9.    Privacy

See our Privacy Policy relating to the collection and use of your information, which is incorporated into and forms a part of these Terms of Use.  You hereby consent that we may use your personally identifiable information in accordance with the terms of the Privacy Policy.

10.    Prohibited Activity

You agree that you will not:  (a) circumvent our security features, corrupt any content or files on or obtained from any site, interfere with or in any way disrupt our service or servers, or networks connected to our service or servers, or otherwise violate any applicable law or regulation or these Terms of Use; (b) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute material from the Website (except as may be a result of standard Internet browser or search engine); (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate (including, without limitation, via any social media sites, e.g. Facebook, Instagram and Twitter) to any third party or on any third-party web site, or otherwise use the Website Materials in any way for any public or commercial purpose except as specifically permitted by these Terms of Use or High Noon without the prior written consent of High Noon.

11.    Termination

High Noon reserves the right to terminate your access to and use of the Website at any time, in its sole discretion, without notice and liability, including, without limitation, if High Noon believes your conduct fails to conform with these Terms of Use.  High Noon also reserves the right to investigate suspected violations of these Terms of Use, including, without limitation, any violation arising from any e-mails you send to the Website or High Noon.  Any violation, or potential violation, of these Terms of Use may be referred to law enforcement authorities.  If High Noon makes a request to you to stop using material from the High Noon website and/or to promptly return or destroy any copies of the information provided on this Web site, you will comply immediately with this request and will confirm in writing to High Noon within ten (10) days that you have done so.

12.    Additional Terms

Please note that any application posted on the Website may contain additional terms with regard to that application.   In the event of any inconsistency or conflict between the terms of any application and these Terms of Use or the Privacy Policy, the terms of the application shall control.

These Terms of Use are effective as ofJuly 1, 2015, and were last revised as of September 23, 2009.