HASBRO CONTENT SERVICES PORTAL TERMS OF USE & LICENSE AGREEMENT

THIS HCS TERMS OF USE & LICENSE AGREEMENT ("AGREEMENT") BETWEEN YOUR COMPANY (OR YOU IF YOU ARE AN EMPLOYEE OF HASBRO) AND HASBRO, INC. AND ITS AFFILIATES AND SUBSIDIARIES ("HASBRO") GOVERNS YOUR USE OF THE HCS SERVICE ("HCS SERVICE").

Hasbro provides the HCS Service, which permits you, subject to the terms, conditions, and restrictions set forth below, to access and download one or more assets such as Hasbro product copy, product photos and videos, licensing style guides, globe trade catalogs, licensor content, product packaging files and other content (all "HCS Content") for authorized business uses only under the terms of use and license set forth in this Agreement. By accessing and using the HCS Service, you confirm your acceptance of the terms of this Agreement and your company's acceptance of the terms of this Agreement if you are not an employee of Hasbro. You acknowledge that you cannot allow access to any other person through your account.

CHANGES TO THIS AGREEMENT

Hasbro may be required to change the terms of this Agreement from time to time to ensure that the HCS Service meets your needs and the needs of Hasbro's business. By continuing to use the HCS Service after we post such changes, you accept this Agreement, as modified. Hasbro may change, restrict access to, suspend or discontinue the HCS Services, or any portion of the HCS Services, at any time.

USER NAME AND PASSWORD REGISTRATION AND USE

You will need a username and password to access the HCS Service, which username and password will be provided to you by Hasbro and may be subject to limitations and restrictions as determined by Hasbro in its sole discretion. Hasbro may impose limits on the use of or access to certain features or portions of the HCS Service in any case and without notice or liability.

USE OF YOUR INFORMATION

Hasbro intends to collect your name, company/employer name, email address, your Hasbro sponsor name (if applicable), and access level. By registering for the HCS Service you agree to your personal information being transferred between the European Economic Area (EEA) & the USA for purposes relating to the administration of your access to and use of the HCS Service.

HCS CONTENT LICENSE AND UNAUTHORIZED USE

Hasbro grants you or the company you represent the limited, non-exclusive, non-transferable, non-assignable, non-sublicensable right, privilege, and license to use and reproduce the HCS Content solely in connection with approved business uses directly related to your or your company's business with Hasbro.

The materials provided are to be used as is and you agree that you will not alter, modify, edit, distort, or make derivative works using the HCS content without advance written approval from Hasbro. You agree that you will not remove any copyright or other legal notices that appear on the HCS Content without advance written approval from Hasbro. You agree that you will not use the HCS content for any unlawful or pornographic purposes, or to violate the right of privacy or publicity, or to defame any person or infringe upon any copyright, trade name, trademark, or service mark of Hasbro or its partners. You will not incorporate the HCS Content into a logo, corporate ID, trademark, or service mark without the advance written approval of Hasbro. Unauthorized use of the HCS Content could constitute copyright infringement and/or trademark infringement and shall entitle Hasbro to exercise all rights and remedies under applicable laws, including injunctive relief. The foregoing is not a limiting statement of Hasbro's rights or remedies in connection with unauthorized use.

No ownership or copyright in any HCS Content shall pass to you or the company you represent by the issuance of the license contained in this Agreement. In connection with the use of any HCS Content, including Hasbro or its partners' trade names, trademarks, logos, or service marks (the "Marks"), you, on behalf of your company, agree and acknowledge that (a) such Marks are and shall remain the sole property of Hasbro or its partners; (b) other than expressly set forth in this Agreement, nothing herein shall confer upon you or your company any right of use in or to the Marks; (c) use of the Marks shall inure to the benefit of Hasbro or its partners; and (d) you and the company you represent shall not now or in the future contest the validity of the Marks.

You shall not authorize any third party to access or to use the HCS Service and/or the HCS Content in order to act on your behalf or otherwise. If you do so, you and the company you represent if you are not a Hasbro employee will be responsible for all acts and/or omissions of that third party on or in connection with the HCS Service. You are responsible for maintaining the confidentiality of your user name and password; and, you (and your company if you are not a Hasbro employee) are fully and always responsible for all activities that occur under your user name and password. Hasbro cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

TERMINATION OF LICENSE AND ACCESS TO CONTENT

Hasbro reserves the right, in its sole, exclusive, and complete discretion, and without cause and/or without notice to (a) terminate your ability to access or use the HCS Service and/or HCS Content and (b) delete any data. You may terminate your user account upon notice to Hasbro at any time. Hasbro also has the right, but not the obligation, to terminate and/or revoke any license that it grants to any user who violates the terms of this Agreement.

INDEMNIFICATION

You (or the company you represent if you are not a Hasbro employee) agree to indemnify and, defend and hold harmless Hasbro and its subsidiaries, affiliates, partners and content providers, and their respective officers, directors and employees from and against any and all liabilities, losses, expenses, damages and costs (including reasonable attorneys' fees) resulting from (a) any violation of this Agreement, (b) any unlawful act, and/or (c) any use of the HCS Content outside the scope of this Agreement, by you or any other person accessing the HCS Service using your account. Hasbro reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to these indemnification obligations, in which case you will fully cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

YOU AGREE THAT YOUR USE OF THE HCS SERVICE IS AT YOUR AND YOUR COMPANY'S SOLE RISK. BECAUSE OF THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES AND OTHER PROBLEMS WITH THE HCS SERVICE OR HCS CONTENT. IF YOU RELY ON THE HCS SERVICE OR ANY HCS CONTENT AVAILABLE THROUGH THE HCS SERVICE YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESS TO THE HCS SERVICE OR ANY HCS CONTENT DOWNLOAD. HASBRO DOES NOT MAKE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HASBRO SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT. HASBRO SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE HCS CONTENT OR THE CONTEXT IN WHICH THE HCS CONTENT IS USED IN YOUR WORK.

WITHDRAWAL

Upon notice from Hasbro that any HCS Content may be subject to a claim of infringement of another's rights for which Hasbro or its partners may be liable, Hasbro may require you to immediately and at your own expense (a) stop using the HCS Content and (b) delete or remove the HCS Content from all locations it is posted, used or stored.

SEVERABILITY

If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

NO WAIVER

No action by Hasbro, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Hasbro in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Hasbro of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. In the event of a conflict between the terms herein and the terms of any other past or future agreement(s) between the parties, the terms of this Agreement shall control and shall supersede the conflicting provisions of any such other agreement(s). Except as otherwise stated hereinabove in the paragraph entitled "Changes To This Agreement," the terms of this Agreement may only be amended in a written document expressly and specifically referencing this Agreement and executed by both Hasbro and you.

Effective: February 27, 2013

Last Updated: October 13, 2017