AFFILIATE / PRESS MICROSITE TERMS OF USE
The affiliate and press section of the Hallmark Channel website located at www.hallmarkchannel.tv/affiliate, (hereafter the “Affiliate/Press Site”) is owned and operated by Sparrowhawk Entertainment Limited ("Sparrowhawk") (registered in the UK with company number 3522943) with its registered office at 234a King’s Road, London, SW3 5UA.

The Affiliate/Press Site is intended to be accessible only by verifiable members of the press, or distributors of the channels owned and/or operated by Sparrowhawk (“Channels”). You (“Licensee”) must register to access the Affiliate/Press Site and Sparrowhawk reserves the right to refuse access to anyone who it cannot verify meets the above criteria.

Where Sparrowhawk issues Licensee with a username and password, Licensee must keep it secret because Licensee will be held responsible for all activity undertaken using Licensee’s username and password. For security or other reasons, Sparrowhawk may require Licensee to change password or other information which facilitates access to the Affiliate/Press Site.

Until further notice, the following terms and conditions shall govern the use of the Affiliate/Press Site and the promotion of the Channels and the movies, television programmes and other materials (collectively “Programmes”) shown on the Channels.

These terms and conditions are in addition to (and expressly without prejudice to) the Terms of Use which apply to the entire website (including the Affiliate/Press Site) and any other agreement(s) between Sparrowhawk and Licensee which shall continue to apply fully in accordance with their terms.

1. General Restrictions

Licensee’s use of the Affiliate/Press Site and materials available on or via the Affiliate/Press Site (“Materials”) and the promotion of the Channel and any Programme by Licensee shall be subject to the following restrictions:

  1. The Materials shall be used solely for the purpose of promoting the Channels (in the case of Materials related to the Channel (“Channel Materials”)) or the exhibition of any Programme (in the case of Materials related to any Programme (“Programme Materials”)) and shall not be used to promote: (i) Licensee generally; (ii) any other business of Licensee; (iii) any other product or service; (iv) the exhibition of any other movie or programme; or (v) in any other manner not specifically authorised herein. Unless Sparrowhawk otherwise agrees in writing, Licensee shall not create or use any other materials to promote the Channels or the exhibition of a Programme, other than the Materials without alteration and Licensee shall not use the Materials otherwise than in strict compliance with these terms and conditions and any policies or guidelines made available via the Affiliate/Press Site or otherwise notified to Licensee.
  2. With respect to those Materials that constitute still photographs of any Programme cast supplied by Sparrowhawk to Licensee (“Cast Photos”), in the event the Programme is a series, miniseries or some other form of episodic program, only those Cast Photos reproducing series regulars and no other cast members shall be used to promote the Programme, unless Licensee promotes only a particular episode of a Programme, in which case Licensee may also use photographs reproducing only the guest(s), if any, appearing in the episode being promoted for exhibition.
  3. The promotion of any Programme shall carry a listing of the time(s) at which, and Channel(s) over which, the Programme being promoted will be available to viewers.
  4. Licensee’s right to use the Programme Materials to promote any Programme shall last only for so long as Sparrowhawk exhibits such Programme on a Channel (“Promotional End Date”). On such date Licensee shall also destroy any and all reproductions of the Materials, including, without limitation, any reproductions contained in computerised or digitised form, and Licensee shall not thereafter have the right to exhibit, archive or otherwise exploit the Materials in any manner whatsoever.
  5. The promotion of any Channel or Programme shall not: (1) contain any parody or other distortion of any plot, theme, idea, image, likeness, character or name contained in any Channel or Programme or in Materials; and/or (2) be derogatory to or critical of the entertainment industry or of Sparrowhawk or any of its officers, directors, agents or employees or of any of Sparrowhawk’s licensors or of any movie or television programme produced or distributed by Sparrowhawk or its licensors or any person involved with the production thereof.
  6. The promotion of any Channel or Programme shall not be conducted in conjunction with, or as part of, any game, competition, lottery, sweepstakes or similar event without Sparrowhawk’s prior written approval. In addition, the Material may not be used: (1) as part of an entertainment programme; or (2) in combination with other material to create a product or compilation programme.
  7. The promotion of any Channel or Programme shall not constitute a direct or indirect endorsement, sponsorship or promotion of, or other direct or indirect tie-in with, any goods or services.
  8. The promotion of any Channel or Programme shall not carry any other advertising, except for the promotion of the exhibition of any other Programme that is conducted on the same page(s) as the promotion of the Programme, provided that no confusion is created between the two promotions and subject to Licensee’s compliance with the other provisions herein.
  9. The promotion of any Channel or Programme shall not be conducted to generate any advertising or other revenue and accordingly shall be a non-profit making activity.
  10. Sparrowhawk and its licensors are, and shall remain, the owner(s) of all copyrights and other proprietary rights in and to the Materials. Licensee shall only have the limited right to use the Materials as expressly granted in these terms and conditions.
  11. Licensee shall not use any copyrights, trademarks, service marks, logos or other intellectual property or indicia of Sparrowhawk or its licensors (collectively, “Marks”) to promote Licensee or any of its products or services. Licensee shall not use any Marks as a domain name or website name. If any Materials carry a copyright, trademark or service mark notice and Licensee reproduces or exhibits any such Materials, then the reproduction or exhibition shall be accompanied by such notice, and if the character or other property to which any notice relates is also reproduced or exhibited, then the reproduction or exhibition shall similarly be accompanied by such notice.
2. Additional Restrictions Regarding Internet Promotion

The following additional restrictions shall apply with respect to the promotion over the Internet of the Channels or Programmes:

  1. Except for promotional activities on Licensee’s owned and controlled website (the “Website”), Licensee shall not use the Internet or any commercial on-line service to promote the Channels or any Programme, unless Sparrowhawk otherwise agrees in writing.
  2. To the extent that Licensee exhibits Cast Photos and any other key art, title treatments and logos on the Website, such exhibition shall be on a low resolution basis only, not to exceed 72dpi.
  3. All Materials shall be removed from the Website no later than the Promotional End Date.
  4. The promotion of any Channel or Programme on the Website shall use only servers, and shall be accessible only by persons, located in the UK and shall not target the promotion of the Channel(s) or Programmes at potential viewers located outside of the UK.
  5. If requested by Sparrowhawk, the promotion of any Programme shall, by means of an on-screen symbol to be designated and supplied by Sparrowhawk to Licensee, provide a link between the Website and one or more of Sparrowhawk’s or its licensors’ websites (the “Promotional Link”).
  6. Licensee shall be solely responsible for all costs of any kind incurred in connection with the production and maintenance of the Website and the establishment or maintenance of the Promotional Link.
  7. Appropriate warnings and limitations on the unauthorised use of the Materials on the Website shall appear in the Website’s terms and conditions of use, including, without limitation, any provisions notified to Licensee from time to time.
3. Additional Restrictions Regarding the Use of Promotions on the Website

The following additional restrictions shall apply with respect to the use of Materials that constitute a trailer or audio-visual promotion for the Channel and/or a Programme or Programmes (“Promotions”) on the Website:

  1. Licensee shall be permitted to exhibit on the Website the Promotion solely in the form delivered by Sparrowhawk, in its entirety and on the media specified on the Affiliate/Press Site. Licensee shall not have the right to edit or alter the Promotion (including proprietary rights notices, ratings and credits appearing therein) in any manner whatsoever or combine the Promotion (or any part thereof) with any footage from any other movie or programme or any other material. Licensee shall pay any and all reuse fees and/or other compensation that may be required by applicable collective bargaining agreements, other third party agreements or otherwise required by law resulting from Licensee’s use of the Promotion (or any part thereof) hereunder.
  2. Sparrowhawk makes no representations or warranties of any kind whatsoever, express or implied, with respect to the exhibition of the Promotion on the Website.
  3. The following text must appear immediately prior to the exhibition of a Promotion or on the same screen during the exhibition of a Promotion: “THE FOLLOWING PROGRAMME IS PROTECTED UNDER COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS, AND IS LICENSED ONLY FOR NON-COMMERCIAL, PRIVATE VIEWING BY THE LICENSEE. ANY UNAUTHORIZED COPYING, ALTERATION, DISTRIBUTION, RETRANSMISSION OR PUBLIC PERFORMANCE OF THIS PROGRAMME IS STRICTLY PROHIBITED, AND MAY RESULT IN CRIMINAL AND/OR CIVIL LIABILITY. ALL RIGHTS RESERVED.”
  4. The Promotion may only be exhibited by means of streaming technology and may not be downloadable, unless Sparrowhawk otherwise agrees in writing.
  5. Where a Promotion contains reference to, and/or material from, any Programme, Licensee’s right to exhibit the Promotion shall terminate on the Promotional End Date. Notwithstanding the foregoing, Sparrowhawk may require the removal of the Promotion from the Website at any time prior to the Promotional End Date upon notice to Licensee.
  6. Sparrowhawk or its licensors may encode or embed the Promotion with any technology that would prevent redistribution or duplication by recipients, which technology is intended to be ultimately readable by and/or affect consumer electronics equipment. Without limiting the generality of the foregoing, Licensee shall carry such data packets containing copy control information bits or other encoding or watermark (collectively, “DRM”) as shall be embedded in the video/and or audio information contained in the Promotion as delivered by Sparrowhawk and Licensee shall not limit carriage of, strip out, obscure or otherwise interfere with such DRM. Moreover, Licensee shall not market or cooperate in the marketing of any device that is intended to limit carriage of, strip out, obscure or otherwise interfere with DRM.
These terms and conditions are subject to change and/or may be supplemented at any time and from time to time upon notice from Sparrowhawk to Licensee. Furthermore, Sparrowhawk may at any time by notice to Licensee withdraw Licensee’s right to use the Affiliate/Press Site and/or all or any Materials for any reason whatsoever.