Netflix Partner Marketing

Netflix Materials License Agreement

By downloading or otherwise receiving from Netflix the Netflix artwork, images, graphics, photographs, clips, video, audio, text, title art, or other content available on the Netflix Partner Marketing Portal at http://partner.netflix.com (the “Netflix Partner Portal”) (collectively, the “Netflix Materials”), you (“You”) agree to be bound by the following terms and conditions (the “Agreement”). You agree to comply with the Netflix Brand Asset Terms and Conditions and to the terms set forth on the Netflix Partner Portal. So long as You do so, and provided You are a Netflix partner, Netflix, Inc. (“Netflix”) hereby grants to You, a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the Netflix Materials solely as approved by Netflix for the promotion of Netflix or its programming, including in Your Netflix partner promotional materials and co-branded promotional advertising.

The Netflix Materials are owned by Netflix, its affiliated companies or licensors, and are rights protectable as intellectual property or otherwise. The Netflix Materials, and all uses thereof, shall at all times be and remain the exclusive property of Netflix or its designee. You shall not use the Netflix Materials in any manner that is objectionable to Netflix, at Netflix’s sole discretion. Netflix reserves the right in its sole discretion to terminate or modify Your permission to use the Netflix Materials, and take action against any use that does not conform to the terms of this Agreement, infringes any Netflix intellectual property or other right, or violates applicable law.

Except as expressly set forth herein, no rights (either by implication, estoppel, or otherwise) are granted to You. Your use of the Netflix Materials will inure to the benefit of Netflix. All Netflix Materials distributed herein are “as is,” “as available” and “with all faults” without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability, non-infringement of any third party right or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade.

All of Your uses of the Netflix Materials in any of Your marketing, advertising, content, or other material (“Your Materials”) are subject to Netflix’s approval prior to use. Approval for such uses must be submitted via a request for approval on the Netflix Partner Portal (a “Request for Approval”). Netflix’s silence or failure to respond to requests does not constitute approval, and approval of one of Your Materials does not constitute approval of Your other uses, nor may such approval be transferred to any third party without Netflix’s written consent. To the extent Netflix does not provide express approval, You shall not use Netflix Materials. Netflix’s approval of any uses of the Netflix Materials shall not be construed as approval of Your Materials for compliance with applicable laws, rules or regulations, such being Your sole responsibility.

By downloading the Netflix Materials, You represent and warrant that You have the power and authority to enter into this Agreement and to perform any obligations hereunder, and that this Agreement shall constitute valid and binding obligations of You enforceable in accordance with its terms.

You hereby agree to indemnify, hold harmless, and agree to defend Netflix, its parent, subsidiary, and affiliated companies, and each of their respective members, officers, directors, agents, employees, successors, and assigns from and against any and all claims, demands, losses, suits, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with Your use of the Netflix Materials and/or any breach or alleged breach by You of any of the representations, warranties, and/or agreements made by You hereunder. You hereby acknowledge and agree that Your rights and remedies in connection with this Agreement or otherwise, shall be limited to the right, if any, to seek damages at law, and You shall have no right in any event (and do hereby waive all such rights, if any) to seek to enjoin or restrain the production, marketing, advertising, distribution or exhibition of any productions of Netflix.

If any claim is brought by a third party for which a claim of indemnification is or may be provided hereunder, You shall provide prompt written notice to Netflix. In such instance, Netflix shall have the right to control the defense and/or settlement of any claim provided that the parties cooperate reasonably with each other in the defense of any claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such claim, and You shall have the right to join and participate (through Your own counsel and at Your own expense) actively in Netflix’s defense of the claim.

The terms of this Agreement, and Your exercise of the rights evidenced hereby, are at all times subject to the terms of this Agreement. In the event of a conflict between the terms of this Agreement and any Netflix Partner Marketing Agreement or other Netflix Partner Agreement between You and Netflix (“Partner Agreement”), the terms of the Partner Agreement shall control, unless the parties agree in writing that they intend this Agreement or any provisions herein to supersede or modify any Partner Agreement or provisions therein.

Access and use of the Netflix Materials is granted conditioned on Your agreement to the terms set forth herein as if You have signed Your Agreement.