Terms of Use

Welcome to Sherri’s website (the “Site”). This Site is owned by Talk WW Production, Inc. (“Company” or “we” or “us”).

When you visit this Site, you are agreeing that both your access to the Site and your use are governed by these Terms of Use (“Terms”). Please read these Terms carefully before using the Site, because they affect your legal rights and obligations.. If you do not agree to be bound by all of these terms, do not use this Site.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the Site is not intended for children under 13.

ADDITIONAL TERMS

Some areas of this Site may be subject to additional terms and conditions (“Additional Terms”), which you should read carefully before making use of those areas. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

MODIFICATIONS TO THE TERMS

Although we may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version. Company may add, change, discontinue, remove or suspend any portion of the Site at any time, without notice. We reserve the right, in our sole discretion, to modify, alter, or otherwise change these Terms and will post any new or revised terms on the Site. Nothing in these Terms shall be deemed to confer any third-party benefits.

CONTACT US

If you have any questions, comments or concerns about our Site or these Terms of Use, or would like to contact the show for any reason, please email: Comments@sherrishow.net

Our mailing address is:

mailbox

PUBLICIST

If you are a member of the press and are interested in interviewing Sherri Shepherd, click here to send us an email. Do not send pitches for show bookings.

TABLE OF CONTENTS

• User Accounts
• Third Party Services
• User Forums and User Generate Content
• Restrictions on Use
• Ownership of Content/License
• Software
• Copyrights and Copyright Agent
• Warranties/Disclaimers/Limitations on Liability
• No Personal Advice
• Indemnification
• Third Parties/No Endorsement
• Linking to the Site
• Promotions
• Location/Jurisdiction
• Non-United States Residents
• Filtering/Parental Controls
• Termination
• Unsolicited Submissions
• Miscellaneous
• Effective Date

USER ACCOUNTS

Certain areas of the Site may ask you to create an account or may otherwise ask you to provide information to participate in certain features or to access certain content (e.g., e-mail, newsletters, sweepstakes, etc.). You may never use another’s account without permission.

If you choose to provide information to the Site, you agree to provide only true, accurate, current and complete information. The Site’s practices governing your personal information are disclosed in its Privacy Policy.

If you create an account, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your account. If we believe the details you provide are not true, accurate, current or complete, we have the right to refuse you access to the Site, or any of its resources, and to terminate or suspend your account.

THIRD PARTY SERVICES AND CONTENT

We may integrate, be integrated into, or be provided in connection with third-party services, sites and content (“Third Party Service(s)”). Certain areas of the Site may ask you to create an account with Third Party Services and ask you to provide information to participate in certain features of this Site or to access the Third Party Services. We do not control those Third Party Services.  You should read the terms of use agreements and privacy policies that apply to such Third Party Services. If you later decide that you no longer want to receive communication from or subscribe to a third party, you will need to contact that Third Party Service directly. We reserve the right to suspend, restrict, disable or terminate your accounts with any Third Party Service associated with “Sherri” and www.sherrishowtv.com if we deem your behavior inappropriate.

USER FORUMS AND USER GENERATED CONTENT

Certain areas of the Site may provide you with forums, message boards, chat rooms, social networking areas, or other interactive areas on the Site operated by Third Party Services (“User Forums”) so that users have a forum to express their opinions and share their ideas and information. Users may be able to upload or otherwise submit information, data, software, messages, suggestions, photographs, audio, video, text, and other materials to the Site through User Forums and links to Third Party Services where Company maintains related content web page(s) or social media pages which may include forums, message boards, chat rooms, online diaries, social networking areas, or other interactive areas (collectively, “User Generated Content”).

Note that User Generated Content will be visible and accessible by other users of the Site. Please be sure that you are comfortable sharing User Generated Content with others on the Site.

We do not claim ownership to your User Generated Content. However, by using Third Party Services to upload User Generated Content to our Site, you grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights for the full duration of those rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, transform, adapt, translate, create derivative works based upon, publicly perform, publicly communicate, make available, and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the Site and on Third Party Services and platforms), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, without attribution (to the extent this is not contrary to mandatory provisions of applicable law), and without the requirement of permission from or payment to you or any other person or entity.  You agree that submission of User Generated Content does not establish any relationship of trust and confidence between you and us, and that you have no expectation of compensation whatsoever.

Company will not accept responsibility for User Generated Content. You shall be solely responsible for User Generated Content and the consequences of posting or publishing User Generated Content. We may, but are not obligated to, restrict or remove any and all content from User Generated Content that we determine, in our sole discretion, violates these guidelines or the law or is harmful to us, other users, or any third party.

As used in these Terms, “Affiliates” means any parent, subsidiary, affiliate, licensor, division, shareholder, director, officer, partner, agents or assign of Company, Lions Gate Entertainment Corp. and Debmar-Mercury, LLC and their respective parents, subsidiaries, affiliates, licensors, divisions, shareholders, members, directors, officers, partners, agents and assigns.

RESTRICTIONS ON USE

You represent, warrant and agree not to do any of the following while using the Site:

• Harass, stalk, sexually exploit, violently exploit, act violently toward or otherwise abuse another user;
• Upload, post, e-mail, transmit, display, distribute, promote or otherwise make available (collectively, “Transmit”) to any other user or on the Site any material: (i) that is profane, false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of “Sherri,” its host, Company or its Affiliates); (ii) contains any negative comments that pertain to an individual’s race or national origin, gender, sexual preference, religion or physical handicap; (iii) that adversely affects Company or Affiliates business such as discouraging any person or entity from advertising with, linking to or supplying Company or Affiliates; (iv) is, vulgar, indecent, sexual, obscene or pornographic; (v) that promotes violence, racial hatred, terrorism or illegal acts; (vi) contains the personal information of a third party; or (vii) is otherwise objectionable (as determined by Company in its sole discretion);
• Transmit any content, information, or software that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Company all of the license rights granted herein or which is otherwise unlawful, plagiarizes, or infringes, violates or misappropriates any patent, trademark, trade identity right, trade secret, publicity right, privacy right, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of cracker utilities), or any other intellectual property, proprietary right or any other rights of any third party;
• Transmit material of any kind that contains viruses, Trojan horses, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful, disruptive or destructive files or post material that interferes with any third party’s uninterrupted use and enjoyment of the Site, interferes with or disrupts the Site or servers or networks connected to the Site or disobeys any requirements, procedures, policies or regulations of networks connected to the Site;
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or otherwise disguise the origin of any content transmitted through the Site or to Company, including forging or manipulating any TCP/IP packet header or any part of the header information in any transmission to the Site for any reason;
• Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, requests for money, petitions for signature, or any other form of solicitation or offer for sale of any products or services, except in areas specifically designated for such purposes;
• Encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal or international law, rule or regulation or otherwise make available any material that exploits or harms any individual, corporation or other entity;
• Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other user’s ability to engage in real time exchanges; or
• Solicit or collect personal data including, without limitation, telephone numbers, addresses, last names or email addresses, about other users.

You are solely responsible for your interaction with other users of this Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users.

OWNERSHIP OF CONTENT/LICENSE

This Site and all of its past, current and future content, such as articles, opinions, other text, directories, guides, photographs, illustrations, designs, compilations, images, video and audio clips and advertising copy, as well as the trademarks, logos, domain names, trade names, service marks, trade identities, any and all copyrightable material (including source and object code), and all other materials related to the “look and feel” of the Site, and any other form of intellectual property (collectively, the “Content”) is owned by or licensed to Company or other authorized third parties and is protected as intellectual property or otherwise. Except as expressly set forth in these Terms or expressly granted to you in writing by Company, no rights (either by implication, estoppel or otherwise) are granted to you. You may only use the Content as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE CONTENT IS STRICTLY PROHIBITED. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Site.

Subject to your strict compliance with these Terms and any Additional Terms and all applicable local, national, and international laws and regulations, Company grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to access, download, view, use and/or play a single copy of the Content (excluding object and source code) on an “as is,” “as available,” and “with all faults” basis. You must retain all copyright, trademark and other proprietary notices contained in the original Content or any copy you may make of the Content. You may not, nor may you allow or aid or abet any third party (whether or not for your benefit) to copy or adapt any code that comprises the Site’s software, HTML, JavaScript or other script, or otherwise reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code used to generate the Site or any software or other products or processes accessible through the Site, nor insert any code or product to manipulate the Content in any way that affects any user’s experience. Unless otherwise expressly authorized in these Terms, the Additional Terms or on the Site, you further agree that you will not, in whole or in part, modify, reproduce, archive, transfer by any means, create derivative works from, publish in any form, online or offline, disseminate, or circulate to any third-party, or otherwise use the Content in any way for any public or commercial purpose.

SOFTWARE

Any software that we make available for download or use from the Sites and/or our servers (the “Software”) is the copyrighted work of Company or its licensors or suppliers. Your use of the Software may be governed by Additional Terms. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Software. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL TERMS APPLICABLE TO SUCH SOFTWARE.

COPYRIGHTS AND COPYRIGHT AGENT

If you are a copyright owner or an agent thereof and believe that any Content on the Site infringes upon your copyright(s), you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Company’s copyright agent for notice of claims of copyright infringement on or regarding the Site can be reached as follows:

By mail:

Attn: Copyright Agent

TALK WW PRODUCTION, INC.

Insert mailbox

By email: productionattorney@sherrishow.net

For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Company’s customer service representatives through Techissues@sherrishow.net. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

WARRANTIES/DISCLAIMERS/LIMITATIONS ON LIABILITY

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, ABOUT: (A) THE SITE; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE SITE; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE SITE; (D) THE MESSAGES AND INFORMATION SENT FROM THE SITE BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE SITE OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. COMPANY DOES NOT WARRANT THAT THE SITE, ANY OF THE SITES FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

FURTHER, COMPANY AND ITS AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT. COMPANY OR ITS AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE LIABLE FOR THE USE OF THE SITE INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

YOU UNDERSTAND AND AGREE THAT COMPANY FURTHER LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE SITE AS SET FORTH BELOW.

NEITHER COMPANY NOR ITS AFFILIATES ARE RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, SOFTWARE, CELL PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

UNDER NO CIRCUMSTANCES SHALL COMPANY AND ITS AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE “COMPANY ENTITIES AND INDIVIDUALS”), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, ECONOMIC OR PUNITIVE DAMAGES), THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (1) THIS SITE AND ITS CONTENT, SOFTWARE OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SITE (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE AND ITS CONTENT, SOFTWARE OR YOUR UPLOAD INFORMATION; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (5) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSES IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE).

IN NO EVENT WILL COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, UNDER NO CIRCUMSTANCES WILL THE COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU FOR ANY REASON RELATED OR ANY CAUSE OF ACTION WHATSOEVER IN AN AMOUNT GREATER THAN FIFTY DOLLARS ($50).

YOUR ACCESS TO AND USE OF THIS SITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE OR THE CONTENT.

YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO EQUITABLE RELIEF OF ANY KIND, INCLUDING, WITHOUT LIMITATION, AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY SITE, CONTENT, SOFTWARE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY COMPANY AND/OR ITS AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY SITE, CONTENT, SOFTWARE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.

BY ACCESSING THIS SITE, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE OR THE CONTENT AND WHERE YOUR UPLOAD INFORMATION OR ANY SUBMISSIONS POSTED BY YOU CAN BE VIEWED BY OTHERS.

NO PERSONAL ADVICE

This Site, its Content (including any information provided by users) is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. In addition to the “Disclaimer/Limitation on Liability” paragraph above, the Company Entities and Individuals make no representations or warranties and expressly disclaim any and all liability concerning any treatment or action by any person following the information offered or provided within or through the Site. If you have specific concerns or a situation in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company Entities and Individuals from and against any actual or alleged claims, demands, causes of action, investigations, settlements, judgments, damages, losses, liabilities, and all costs and expenses of defense (including, without limitation, reasonable attorneys’ and other legal fees and costs) arising out of or relating to: (1) your use of the Site; (2) your violation of these Terms, any Additional Terms, or any law, rule or regulation; (3) your use of the Content; or (4) or Your User Generated Content. You will cooperate as fully and reasonably as required by Company or its Affiliates in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Company. This defense and indemnification obligation will survive these Terms and your use of the Site.

THIRD PARTIES/NO ENDORSEMENT

Certain areas of the Site may allow you to conduct transactions or purchase goods or services from or through a third party or Third Party Sites. Also, third party advertisers may offer goods, services and other materials to you on the Site and we may also provide hyperlinks to Third Party Sites. Your correspondence and business dealings with third parties on or through the Site including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and such third party.

You should be aware that Content provided by third parties on the Site or on Third Party Sites might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the Content may be subject to terms and conditions, which may be found in the documents and policies of third parties or Third Party Sites. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Content and will not be liable for any lack of the foregoing.

Third parties and Third Party Sites may have different privacy policies, terms and conditions and business practices than we do. We do not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality or completeness of the content or activities conducted on any Third Party Sites.

Further, under certain circumstances, we may permit third party users to upload content, in which event you may be exposed to offensive, indecent or objectionable content. Any complaints, concerns or questions you may have relating to materials provided by third parties should be forwarded directly to the third party.

YOU AGREE THAT COMPANY AND ITS AFFILIATES WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, RESOURCES OR CONTENT AVAILABLE THROUGH ANY THIRD PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE CONTENT, ADVERTISING, OR BUSINESS PRACTICES OF ANY THIRD PARTY.

Reference on the Site to any product, process, publication or service of any third party by trade name, domain name, trademark, trade identity, service mark, trade identity, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company or its Affiliates. Users are requested to inform Company of any errors or inappropriate material found on Third Party Sites to which this Site is or may be linked.

LINKING TO THE SITE

If you establish or maintain a link to this Site, such link must go directly to the home page, and the link must be in plain text, unless otherwise pre-approved in writing by Company. The link to this Site must not damage, dilute or tarnish the goodwill associated with any Company names or any other Company intellectual property, nor may the link create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with Company or its Affiliates. You may not “frame” or create a border around this Site or alter its intellectual property or Content in any way. You may not establish or maintain a link to the Site from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is other inappropriate (in Company’s sole discretion). Company reserves the right, in its sole discretion, to terminate a link with any web site that it deems inappropriate or inconsistent with this Site or these Terms.

PROMOTIONS

This Site may contain or offer giveaways, sweepstakes or other promotions, which may be governed by a separate set of rules that describe the giveaways, sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.

LOCATION/JURISDICTION

Company operates this Site in the United States. Information contained on this Site may not be appropriate or available for use in other locations, and access to this Site where the Content of the Site may be illegal is prohibited. If you access this Site from other locations, you do so on your own initiative and you are solely responsible for compliance with applicable laws. These Terms will be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of law principles, and specifically will not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable. Any cause of action filed by you with respect to the Terms any Additional Terms or your use of this Site must be filed in the County of New York, City of New York, State of New York within ninety (90) days after the occurrence of the facts giving rise to the cause of action, otherwise the cause will be forever barred. You hereby consent and submit to the exclusive jurisdiction and venue of the courts located in the County of New York, City of New York, State of New York for any cause of action arising under these Terms or related to the Site and you hereby agree to waive all objections to such venue on grounds of forum non conveniens.

NON-UNITED STATES RESIDENTS

Company makes no representation that the Site or any Content, Software or other materials offer through the Site, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.

FILTERING/PARENTAL CONTROLS

Pursuant to 47 U.S.C. Section 230(d), as amended, Company hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: http://www.internet-filters.net/ Please note that Company does not endorse any of the products or services listed at such site.

TERMINATION

You understand and agree that Company will determine your compliance with these Terms or any Additional Terms in its sole discretion. Company reserves the right to deny access to all or part of the Site to any person in its sole discretion. Any violation of these Terms or any Additional Terms may be referred to law enforcement authorities. Upon termination of your user account or access to the Site, or upon demand by Company, you must destroy all materials obtained from this Site and all related documentation.

UNSOLICITED SUBMISSIONS

Sherri is pleased to hear from its respective audience/viewers/users and welcomes your comments regarding Sherri and its online services, including the Site. Unfortunately, however, the Company and its Affiliates do not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. While we do value your feedback on our services and products, we request that you be specific in your comments on those services and products, and not submit any creative ideas, suggestions, or materials. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Sherri, the Company and its Affiliates or their respective professional staff might seem to others to be similar to their own creative work. Accordingly, we must, regretfully, ask that you also do not send us any original creative materials such as stories or character ideas, screenplays, show or segment ideas, or original artwork.

If, at our request, you send us (other than by posting such submissions on the User Forums) specific submissions or, despite our request that you not send us any other creative materials, you send us (other than by posting such submissions on the User Forums) creative suggestions, ideas, notes, show or segment ideas, drawings, concepts, or other information (collectively, the “Submissions”), the Submissions shall be deemed, and shall remain, the property of Sherri, Debmar-Mercury, LLC and Lionsgate Entertainment Corp. Any Submissions posted on the User Forums will be treated as Your Upload Information and subject to all licenses and grants contained in these Terms.

None of the Submissions shall be subject to any obligation of confidence on the part of Sherri, Debmar-Mercury, LLC or Lionsgate Entertainment Corp., and Sherri, Debmar-Mercury, LLC and Lionsgate Entertainment Corp. shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Sherri, Debmar-Mercury, LLC and Lionsgate Entertainment Corp. shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing you agree that in no event shall Sherri, Debmar-Mercury, LLC or Lionsgate Entertainment Corp’s liability exceed the amount payable to a writer under the Writers Guild of America Basic Agreement for a network prime time story or teleplay.

MISCELLANEOUS

You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Site, the Content, the Software and Your Upload Information, including, without limitation, those governing your transmission or use of any software or data. These Terms and any applicable Additional Terms contain the sole and entire agreement between the parties with respect to the Sites, the Content, the Software, Your Upload Information and any Submissions and supersede any and all other prior written or oral agreements between the parties. You agree that these Terms and any Additional Terms will not be construed against Company by virtue of Company having drafted these Terms. If any provision of these Terms or any Additional Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms or any Additional Terms, which will remain in full force and effect. No waiver of any of these Terms or any Additional Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Company. No waiver of any term of this these Terms or any Additional Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms or any Additional Terms shall not constitute a waiver of such right or provision. Company reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. Your use of the Site following any amendment of these Terms will signify your assent to and acceptance of its revised terms. The section titles in these Terms are for your convenience only and do not have any legal or contractual effect. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.

EFFECTIVE DATE

These Terms were last updated on June 8, 2022.