SHARP DIGITAL ASSET LIBRARY TERMS OF USE

Effective: February 20, 2015

SHARP DIGITAL ASSET LIBRARY TERMS AND CONDITIONS OF USE

Welcome to the Sharp Electronics Corporation (“SEC”) Digital Asset Library. PLEASE READ THESE TERMS OF USE CAREFULLY.

Entire Agreement

BY ACCESSING OR USING THE SHARP DIGITAL ASSET LIBRARY OR ANY CONTENT, PRODUCT, SERVICE, OR FEATURE AVAILABLE THROUGH THE SITE (COLLECTIVELY, THE "Library"), YOU AGREE TO ABIDE BY AND BE BOUND BY THESE TERMS AND BY ANY ADDITIONAL TERMS PRESENTED IN RELATION TO SPECIFIC CONTENT (COLLECTIVELY, THE “Terms”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE NOT PERMITTED TO USE THE LIBRARY.

By using the Library, you represent and warrant that you are lawfully able to accept these Terms. If you are using the Library on behalf of any entity, you further represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify SEC for violations of these Terms.

These Terms constitute the entire and exclusive agreement between you and SEC concerning your use of the Library. These Terms may not be altered, edited, supplemented or amended by you in any manner and any such alteration, edit, supplement or amendment shall be null and void, unless first agreed to by an authorized representative of SEC in writing. These Terms may be changed by SEC at any time and in its sole discretion and shall be effective immediately upon posting such changes on this site.

Ownership of the Library and its Contents

The Library and all content contained therein is owned by SEC. Unless otherwise indicated, all of the content accessible through the Library, including but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof ("Sharp Content"), is owned by SEC. All elements of the Library, including but not limited to Sharp Content, are protected by copyright, trademark, and other laws regarding intellectual property.

Use of the Library

The Library and the Sharp Content are intended for retail partners and employees of SEC. You may not use the Library or the Sharp Content for any purpose not related to your business with SEC. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Library or the Sharp Content except as specifically authorized by SEC; (b) retaining or using any Sharp Content beyond the license expiration date (which date it shall be your sole responsibility to verify); (c) using any data mining, robots or similar data gathering or extraction methods; (d) manipulating or otherwise displaying the Library or the Sharp Content by using framing or similar navigational technology; (e) reverse engineering, altering or modifying any part of the Library or the Sharp Content; (f) circumventing, disabling or otherwise interfering with security-related features of the Library or any system resources, services or networks connected to or accessible through the Library; (g) selling, licensing, leasing, or in any way commercializing the Library or the Sharp Content without specific written authorization from SEC; and (h) using the Library or the Sharp Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

Disclaimer of Warranties/Limitation of Liability

INFORMATION AND MATERIAL, INCLUDING BUT NOT LIMITED TO THE SHARP CONTENT, AVAILABLE THROUGH THE LIBRARY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SEC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AND SEC SHALL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF INFORMATION OR INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING FROM THE USE OF OR INABILITY TO USE THE LIBRARY OR TO ACCESS INFORMATION OR MATERIALS. IN NO EVENT SHALL SEC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS OR THE LIKE) OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Copyright Infringement Policy

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, SEC may in its sole discretion terminate account holders who infringe the intellectual property rights of SEC or any third party.

Trademark and Copyright

The trademarks "SHARP" and “AQUOS” and any trademarks, service marks, other product names, service names or logos of SEC used, quoted and/or referenced on the Library are trademarks, registered trademarks, or service marks of Sharp Corporation or its affiliates. Other product names, service names, logos and/or company names used on the Library are the property of their respective holders and may be protected as their trademarks, registered trademarks, service marks and/or trade names. All of the material appearing on the Library is copyrighted and unauthorized use of any portion of our materials is protected by all relevant copyright laws. These materials may not be copied, modified, published, transmitted, distributed or otherwise made available or exploited without our express written permission. By making them available, you have not been granted any license except as otherwise specified to utilize this intellectual property, and any unauthorized use may subject you to prosecution under relevant copyright and trademark laws, privacy and publicity laws , or other relevant law.

Registration Data and Account Security

By using the Library, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Library ("Registration Data"); (b) promptly update the Registration Data and any other information you provide to SEC to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify SEC immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to SEC.

Indemnification

You agree to defend, indemnify and hold harmless SEC, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content that you post, store or otherwise transmit on or through the Library, your conduct, your use or inability to use the Library, your breach or alleged breach of the Library Terms or of any representation or warranty contained herein, your unauthorized use of the Sharp Content, or your violation of any rights of another.

Applicable Law and Venue

Any dispute relating in any way to your use of the Library or the Sharp Content shall be submitted to confidential arbitration in New York, New York, except that, to the extent you have in any manner violated or threatened to violate SEC's intellectual property rights, SEC may seek injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Provision. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Library Terms, whether through class arbitration proceedings or otherwise.

Termination

SEC reserves the right in its sole discretion to terminate your account, or to modify or restrict your access to and use of the Library.

Questions and Contact Information

Questions or comments about the Library or these Terms may be directed to SEC at DigitalAssetLibrary@sharpsec.com or by calling 1-800-BE-SHARP (1-800-237-4277).

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