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TERMS OF USE

Last revised November 12, 2001

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Metro-Goldwyn-Mayer Studios Inc., Orion Pictures Corporation and United Artists Films Inc. (collectively, "MGM") provides this website and related websites, such as websites related to specific motion pictures and other entertainment content (such websites collectively, the "Site"), together with the advertising and content (including user-created content) you see here and on our related websites (collectively, the "Services"), subject to your compliance with the terms and conditions set forth in this agreement (the "Agreement"). By using the Site, you agree to be bound by these terms and conditions. In addition, when using particular services provided by MGM, you shall be subject to any additional posted guidelines or rules applicable to such services. All such guidelines or rules are hereby incorporated by reference into this Agreement.

If you do not agree to these terms and conditions, please do not use the Site.

This Agreement is made between MGM and you, as a Site visitor and/or Member ("you").

We reserve the right at any time to:

  • change the terms of this Agreement;
  • change the Services, including eliminating or discontinuing any content on or feature of any Site; or
  • change any fees or charges for use of the Services.

Any changes we make will be effective immediately on notice, which we may give either by posting the new Agreement on the Site or via electronic mail. Your use of the Services after such notice will be deemed acceptance of such changes. Be sure to review this Agreement periodically to ensure your familiarity with the most current version. You will always be able to tell when the version was last updated by checking the "Last Revised" date at the top of the Agreement.

(1) CODE OF CONDUCT.

While using the Site, the Services, and/or Downloads (as defined below), you agree not to:

A. Post, transmit, or otherwise make available anything that is or may be (i) threatening, harassing, degrading, hateful, or intimidating; (ii) defamatory; (iii) fraudulent or tortious; (iv) obscene, indecent, pornographic, or otherwise objectionable; or (v) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity, or other proprietary right. If it is determined that you have, at any time, violated the intellectual property rights of others, you shall thereafter be barred from submitting or posting any further material on the Websites.

B. Use the Site, Services, and/or Downloads for any illegal purpose; or post, transmit, or otherwise make available any material which would give rise to criminal or civil liability; which encourages conduct that constitutes a criminal offense; or which encourages or provides instructional information about illegal activities, or activities such as hacking, cracking, or phreaking

C. Post, transmit, or otherwise make available any material that would violate another person's privacy or other rights, including any message containing personal identification information, including phone numbers or addresses (including your own).

D. Post, transmit, or otherwise make available any material, non-public information about a company without the proper authorization to do so.

E. Interfere with any other user's right to privacy; or harvest or collect personally identifiable information about users of the Websites; or "stalk" or otherwise harass another.

F. Impersonate any person or entity, including, but not limited to, any MGM representative; falsely state or otherwise misrepresent your affiliation with any person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any materials transmitted through the Site or Services; or express or imply that we endorse any statement you make without our prior written consent.

G. Post, transmit, or otherwise make available any virus, worm, Trojan Horse, easter egg, time bomb, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment.

H. Interfere with or disrupt the Site or the Services, or the servers or networks that provide the Site and Services; or disobey any requirements, procedures, policies, or regulations of such networks.

I. Restrict or inhibit any other user from using the Site or the Services, including by means of hacking or defacing any portion of the Site or Services.

J. Post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunity, or any other form of solicitation.

K. Reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of (i) the Site Services, or Downloads; (ii) use of the Site, Services, or Downloads; or (iii) access to the Site, Services, or Downloads. Unauthorized use of MGM content and trademarks may be a violation of federal and state laws (including without limitation federal and state laws relating to copyright infringement, trademark infringement, trademark dilution, unfair competition and cybersquatting), which may result in civil and criminal liability.

L. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site, Services, or Downloads.

M. Remove any copyright, trademark, or other proprietary rights notice contained on the Site, Services, or Downloads.

N. Frame or mirror any part of the Site without MGM's prior written authorization.

O. Create a database by systematically downloading and storing all or any of the content on the Websites.

P. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents, unless otherwise permitted by MGM.

Q. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site or Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

You understand that all information and materials available through the Services, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such information and materials originated. This means that you, and not MGM, are entirely responsible for all materials that you upload, post, email, transmit or otherwise make available via the Services. MGM does not control the materials posted via the Services and therefore does not guarantee the accuracy, integrity or quality of such materials. You understand that by using the Site and the Services, you may be exposed to content that is offensive or objectionable. While using the Site, Services, and/or Downloads, you agree to comply with all applicable laws, rules and regulations. We have no obligation to monitor the Site or any materials that you transmit to the Site. However, you acknowledge and agree that we have the right to (a) monitor the Site from time to time and the materials you transmit; (b) delete, edit, move, or disable any such materials; and (c) disclose any information (including your personal contact information) to any third party in order to operate the Site or Services properly; to protect MGM, the Site, our sponsors, partners, affiliates, and our members and visitors or any other party; and to comply with any legal obligations or governmental or other appropriate requests. Upon our request, you agree to sign a non-electronic version of this Agreement.

(2) SUBMISSIONS.

Material you send to us or post (or that you have sent or posted prior to the effective date of this Agreement) anywhere on the Site, including without limitation, "fanfiction," text, artwork, graphics, photos, music or software may be used by MGM or its affiliates throughout the world in perpetuity for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting and sublicensing, and may be modified to enable any such use. Furthermore, you acknowledge that MGM is free to use any ideas, concepts, know-how, or techniques contained in any communication that you send to or post on the Site (including any such communication sent or posted prior to the effective date of this Agreement) for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. As a general rule, we ask that you do not post, send or bring to our attention any other creative materials of any kind, such as stories or character ideas, screenplays, songs, or original artwork, unless you agree to our use thereof as described above. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed independently by our professional staff or by MGM affiliates might seem to others to be similar to their own creative work.

If, despite our request that you not send us any creative materials, you send or have sent us creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the "Information"), the Information shall be deemed, and shall remain, our property, and MGM shall own all now known and hereafter existing rights of every kind in and to the Information, in perpetuity. None of the Information shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any Information. 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 MGM's liability exceed the amount payable to a writer under the Writers Guild of America Basic Agreement (as of the date of the submission) for a first-time writer of such materials. Without limitation of the foregoing, in the event that MGM is legally prohibited from assuming ownership of the Information, by sending us Information you grant us (and our partners and affiliates) a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Information in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or any provider of the Information.

(3) OWNERSHIP AND RESTRICTIONS ON USE OF MATERIALS.

© MGM All Rights Reserved.

The Site is owned and operated by us in conjunction with our affiliates, licensors, licensees, partners, and others pursuant to contractual arrangements. You may not copy, reproduce, republish, upload, post, transmit or distribute materials from the Site in any way, without our prior written permission, except you may download one copy of such material on any single computer for your personal, non-commercial home use only, provided you keep intact, without change, all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site.

If you download software or data files from the Site, such software and files (including without limitation any audio files, video files, data files, and any files transmitted to you as part of the MGM Newsletter or similar services, images incorporated in or generated by the software, and data accompanying the software) (collectively, the "Downloads") are licensed on a limited basis to you by us or the owner of such Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we retain all right, title, and interest in and to the Downloads, and all intellectual property rights therein. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form, or transfer the Downloads to any third party.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials we host infringe your copyright, you (or your agent) may send us a notification requesting that the material be removed, or access to it blocked. To be effective, the notification must include the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. 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.
  3. 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 us to locate the material.
  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted.
  5. 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.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. A statement that the information in the notification 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.

One place to find more information is the U.S. Copyright Office web site, currently located at http://www.loc.gov/copyright/. Notices and counter-notices for the Site should be sent to Copyright Complaints at DMCA@MGM.com. Alternatively, you may contact us via U.S. mail at: MGM, 2500 Broadway Street, Santa Monica, California 90404, Attn: Legal Department/DMCA Notices. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims.

The MGM Lion Logo, MGM, MGM Studios, Metro-Goldwyn-Mayer, MGM.com, the "Roaring Lion" sound mark, Orion Pictures Corporation, United Artists Films Inc., and all associated logos and domain names are trademarks, logos, service marks, and/or domain names of MGM ("MGM Marks"). Other trademarks, service marks, logos, and/or domain names used on the Sites (including, without limitation, the individual names of movies, television programs, or other entertainment shows and providers and the domain names associated therewith), where not the property of MGM, are the trademarks, service marks, logos, and/or domain names of their respective owners ("Third Party Marks"). You agree that you will not challenge the respective ownership rights of MGM or any third party in or to the MGM Marks or the Third Party Marks, and that you will not register or attempt to register any trademark, service mark, logo, and/or domain name that is identical or confusingly similar to any of the MGM Marks or Third Party Marks.

(4) PRIVACY POLICY; RULES FOR SWEEPSTAKES, CONTESTS, GAMES.

Any sweepstakes, contests, and games accessible through the Site are governed by specific rules. By entering such sweepstakes or contests or participating in such games you will become subject to those rules. We urge you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy, which discusses and governs (in addition to this Agreement and any specific rules associated with a particular promotion) any information you submit to MGM or the Site, including any information submitted in connection with such sweepstakes, contests, and games. If you are under the age of 13, or are a parent of a child under the age of 13, please be sure to read the portion of our Privacy Policy relating to the protection of children's privacy online. The Site and Services are not intended for use by children under 13 years of age.

(5) REGISTRATION OBLIGATIONS/SCREEN NAMES.

A. You are not obligated to register with MGM in order to access the Site or the Services. However, MGM may offer certain features and services for which registration is necessary. For example, to contribute in an interactive community, you may be required to select a user name and to provide your email address to MGM. Depending on the Service, you will either select your own password at the time of registration, or will receive an email notification from us with a randomly generated initial password. Whenever you contribute to a public forum, your user name and a link to your profile may automatically appear with your post. In addition, you may submit your email address in order to receive periodic updates about new MGM features, online products, and other matters, through the MGM Newsletter. Additional contact information, including name, address, and phone number, may be required for participation in online quizzes and contests. All such submissions are governed by MGM's Privacy Policy. We may refuse to grant you, and you may not use, a user name (or email address) that is already being used by someone else; that may impersonate another person; that belongs to another person, without his or her prior consent; that violates the intellectual property or other rights of any person; that is vulgar or otherwise offensive; or that we reject for any other reason in our sole discretion.

B. In consideration of your use of the Site and Services, you agree, where information is requested, to provide true, accurate, current, and complete information about yourself, and to maintain and update it promptly. You agree that if any information you provide is false, inaccurate, not current, or incomplete, we may terminate your use of the Site and/or the Services. You are responsible for maintaining the confidentiality of your password, and agree not to transfer your use of or access to the Site or Services to any third party. You are fully responsible for all activities that occur under your password or user name, including without limitation purchases. You agree to (a) immediately notify MGM of any unauthorized use of your password or user name or any other breach of security, and (b) ensure that you exit from your account at the end of each session. MGM is not liable for any loss or damage arising from your failure to comply with all of the foregoing obligations.

(6) JURISDICTIONAL ISSUES.

Unless otherwise specified, the materials in the Site are presented solely for the purpose of promoting the entertainment, information, and community resources and services available in, and other uses in, the United States, its territories, possessions and protectorates. We control and operate the Site from within the State of California, United States of America. We make no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Downloads are further subject to United States export controls. No Downloads may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Taliban-controlled areas of Afghanistan, 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 Downloads, 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.

We reserve the right to limit the availability of the Site and/or the provision of any service, program, or other product described thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, or other product that we provide.

(7) TERMINATION.

This agreement is effective until terminated by either party. You may terminate this agreement at any time by notifying us and ceasing all use of any of the MGM Services or Sites. This agreement will terminate immediately without notice from us if, in our sole discretion, you fail to comply with any term or provision of this agreement. Upon termination, you may not make any further use of any of the MGM Services or Sites or any materials obtained from the sites (unless and until you agree to be bound by the then-current applicable Terms of Use). Any provisions of this Agreement which, by their terms, ought to survive, shall survive any termination of this Agreement.

(8) DISCLAIMERS.

THE MATERIALS CONTAINED ON AND/OR IN THE SITE AND SERVICES, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SERVICES, SITE, OR THE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MGM AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

MGM AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SERVICES, THE SITE, OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SITE (OR THE SERVER THAT MAKES THEM AVAILABLE) OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SERVICES, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, SITE, AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF MGM OR ITS AFFILIATES, SUPPLIERS, OR AGENTS, WHETHER MADE ON THE SITE, IN THE SERVICES, SOFTWARE, OR OTHERWISE, SHALL CREATE ANY WARRANTY.

We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Sites by third parties. Under no circumstances will we or our affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. Remember that it's your responsibility to evaluate the accuracy and reliability of any opinion, advice, information, or statement available on the Site.

A possibility exists that the Site and/or Services could include inaccuracies or errors. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site and/or Services. Although we attempt to ensure the integrity of the Site and the Services, we make no guarantees as to the Site's or the Services' completeness or correctness. In the event that such an inaccuracy arises, please inform us at mgmonline@mgm.com so that we can try to correct it. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

THE MGM SITES CONTAIN LINKS TO THIRD-PARTY SITES WHICH ARE NOT UNDER THE CONTROL OF MGM AND MGM IS NOT RESPONSIBLE FOR THE CONTENT ON ANY LINKED SITE. IF YOU ACCESS A THIRD-PARTY SITE FROM OUR SITE, THEN YOU DO SO AT YOUR OWN RISK. MGM PROVIDES LINKS AS A CONVENIENCE AND THE INCLUSION OF THE LINK DOES NOT IMPLY THAT MGM ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT ON THOSE THIRD-PARTY SITES.

(9) LIMITATION OF LIABILITY.

NEITHER MGM NOR ITS SUPPLIERS, AFFILIATES, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR CONTENT CONTAINED ON THE SITE, THE SERVICES, THE SOFTWARE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE, THE SERVICE, THE SOFTWARE, AND/OR CONTENT CONTAINED WITHIN THE SITE IS TO STOP USING THE SITE, THE SERVICE, AND/OR SOFTWARE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO MGM AND ITS AFFILIATES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SERVICES.

(10) INDEMNIFICATION.

You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including without limitation, any violation of the Code of Conduct set forth in Paragraph 1 of Section 1; (b) any allegation that any materials that you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of, or defame, any third party; and/or (c) your activities in connection with the Site.

(11) GOVERING LAW; LEGAL PROCEEDINGS:

A. THE SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA AND WHERE THE RELEVANT CONTACTS ARE WITH SUCH STATE SHALL GOVERN (i) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT.

B. The parties hereby agree to submit any disputes or controversies relating to any of the matters referred to in subparagraph (a) above to a Rent-A-Judge mutually selected by the parties (or if they cannot agree, to a Rent-A-Judge appointed by the Presiding Judge of the Superior Court for the County of Los Angeles) and appointed and serving pursuant to Subsection 1 of California Code of Civil Procedure, Section 638 or any amendment, addition or successor section thereto, which Rent-A-Judge shall sit in Los Angeles County, California, without a jury, and shall hear, try and determine all issues in the case, whether of fact or law, and report a statement of decision thereon; provided, however, that if prior to the appointment of the Rent-A-Judge, MGM desires to obtain a preliminary injunction, temporary restraining order or similar provisional judicial order or decree, MGM may seek and obtain such order or decree from any court of competent jurisdiction, but the foregoing shall not limit or affect the application of this subparagraph (b) to all other matters, including any other relief sought by either party with respect to the dispute or controversy giving rise to such judicial order or decree. The parties intend this general reference agreement to be specifically enforceable. If the parties do not agree upon the fees to be paid to the selected or appointed Rent-A-Judge, the fees shall be fixed and paid, as if the reference to such Rent-A-Judge were involuntary, pursuant to California Code of Civil Procedure Sections 645.1 and 1023. Any retrial of any issue shall be subject to the provisions of this Paragraph in the same manner as specified hereinabove.

(12) MISCELLANEOUS.

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes and any all prior or contemporaneous written or oral Agreements between us. This Agreement is not assignable, transferable or sublicensable by you except with MGM's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.