SPOTLIGHT CINEMA NETWORKS
TERMS OF SERVICE FOR CINELIFE MOBILE APPLICATION AND THE CINELIFE.COM WEBSITE
For Spotlight Cinema Networks Mobile App Version 1.0 (Apple iOS and Android OS)
Subject to the terms and conditions of this Agreement, SPOTLIGHT grants you a personal, limited, non-exclusive and non-transferable license to install and use the Application for personal purposes on a mobile device that you own or control, and that uses an appropriate operating system. This license does not allow you to use the Application on any device that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time. This license does not entitle you to receive from us hard-copy documentation, support, telephone assistance, or enhancements or updates to the Application. The terms of this license will govern any upgrades provided by us that replace or supplement the original Application unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
You may not modify, adapt, copy, translate, create derivative works from, publish, license, sell, or otherwise commercialize the Application, Content, or any information or software associated with the Application. You may not decompile, reverse-engineer, disassemble or otherwise attempt to derive source code from the Application. You may not remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed by SPOTLIGHT for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim. You may not rent, lease, sublicense, or otherwise transfer rights to the Application. You may not use the Application in any manner that could impair or interfere with the Application or the SPOTLIGHT Website located at http://www.cinelife.com (the “Site”). You shall not interfere or attempt to interfere with the operation of the Application in any way through any means, software, routine or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of these terms and conditions of use. You may not use any robot, spider, other automatic device, or manual process to monitor or copy the Application or any content contained thereon or for any other purpose without our prior express written permission. You may not take any action that imposes an unreasonable or disproportionately large load on the SPOTLIGHT infrastructure. You must use the Application in compliance with all applicable laws. You must comply with applicable third-party terms of agreement when using this Application (e.g. your wireless data service agreement). Your right to use this Application will terminate immediately if you violate any provision of this Agreement. Your rights to use the Application are specified in this Agreement and all rights not expressly granted herein are reserved to SPOTLIGHT.
3. Intellectual Property
The Application, and all content, organization, graphics, design, compilation, and other matters made available through the Application (“Content”) are protected under applicable U.S. and international copyright, trademark, and intellectual property laws. “SPOTLIGHT,” “CINELIFE,” and our logos and other marks are either trademarks or registered trademarks of SPOTLIGHT (“Trademarks”). We exclusively own or control all worldwide right, title, and interest in and to all the Trademarks, documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel”, compilations, magnetic translations, digital conversions and other Content made available through the Application and all modifications and derivative works thereof, and all intellectual property rights related thereto (the “Intellectual Property”). The posting of Content by us does not constitute a waiver of any rights in any Intellectual Property or such information and materials. You shall not challenge, contest, or otherwise impair SPOTLIGHT’s ownership or control of the Content or the validity or enforceability of SPOTLIGHT’s rights in the Intellectual Property. We reserve the right in our sole discretion to edit or delete any information or other Content at any time without notice. Nothing contained in this Agreement will be construed by implication, estoppel, or otherwise as granting to you an ownership interest in the Intellectual Property or any copyright, trademark, patent, or other intellectual property right of SPOTLIGHT or any third party.
4. Accuracy of Information
While we use reasonable efforts to ensure the Content is accurate, we make no and disclaim all warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to such Content, and assume no liability or responsibility for any omissions or errors (including, without limitation, typographical errors and technical errors) in the Content.
5. Ordering Products and Services.
(a) Products and Services Offered on the Application
We may make certain products and services available for purchase or download through the Application. If you order any products or services, you need a valid credit card (except to the extent we permit purchases with gift cards, gift certificates, promotional or discount codes, or similar forms of payment), with full authority to use it, to submit an order for products or services through the Application. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You may be asked to supply certain information relevant to your transaction including, without limitation, your credit card number, the expiration date of your credit card, and your billing address. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf to purchase products or services from the Application. You understand that we will not be liable in the event that others acting with or without your permission use your credit card to make purchases on the Application. Certain products that you purchase and/or download on or through the Application may be subject to additional terms and conditions presented to you at the time of such purchase or download.
(b) Prices; Availability
All prices listed on the Application are subject to change. In the event a product or service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product/service information received from our suppliers, we shall have the right, prior to the acceptance of your order pursuant to our Order Acceptance Policy described below, to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and we cancel your order, we shall issue a credit to your credit card account in the amount of the charge.
Please keep in mind that while we might offer a variety of products and services for sale through the Application, we cannot guarantee availability at a particular time (such as availability of tickets to a particular movie showing). We reserve the right to change our product and service offerings at any time. We also reserve the right to change contents, features and offerings, and adjust accessibility of the Application from time to time in our discretion.
(c) Order Acceptance Policy
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order) or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided.
(d) Payment Terms
For each product or service that you order on the Application, you agree to pay the full price applicable for the product or service (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us.
6. Contests and Sweepstakes
The Application may offer you the opportunity to participate in contests, sweepstakes or other promotions. Such contests, sweepstakes and other promotions are subject to separate terms and conditions. In the event of any direct conflict between this Agreement and the separate terms and conditions, the separate terms and conditions will control solely for the purposes of the contest, sweepstakes or promotion to which they apply.
Links & Social Networking Functions: The Application may contain links and pointers to third party sites or resources that are not owned or controlled by SPOTLIGHT or use social networking or sharing functions. Use of any third-party sites or services may require Internet access and that you accept terms of service and privacy policies from the third-parties. SPOTLIGHT has no control over, and assumes no responsibility for, any sharing functions or the content, privacy policies, or practices of any third party site. You are subject to the policies of those third parties where applicable. By using this Application or Website, you expressly relieve SPOTLIGHT from any and all liability arising from your use of any share functionality or third-party site accessed from this Application or Website. We encourage you to ask questions before you disclose your personal information to anyone. Links to and from the Application or Website to third party sites do not constitute an endorsement by SPOTLIGHT or any of its subsidiaries and affiliates of any third party, its site, resources or contents. SPOTLIGHT cannot guarantee, represent or warrant that the content contained in these sites is true, accurate, lawful and/or inoffensive. SPOTLIGHT has no control over these sites or the content within them. SPOTLIGHT does not warrant that any third party site will be free of viruses or will not adversely impact your mobile device or computer. You should direct any concerns regarding any external link to its site administrator or webmaster.
8. Change or Update to Application or Website; Termination
SPOTLIGHT shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of the Application or Website, including but not limited to content or features, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Application or Website with or without notice or liability. From time to time, SPOTLIGHT may make available updates or upgrades to the Application or Website via software download or other means. Such download may require you to manually download an update or upgrade through the same source from which the Application was originally downloaded or the Website accessed. Certain functions of the Application or Website may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by SPOTLIGHT or otherwise.
The Application or Website may contain information about SPOTLIGHT or other products or services. That information is accurate as of the date the Application is made available for download to you or the Website made accessible. Such information about SPOTLIGHT or other products or services may be updated from time to time, including without limitation, when the Application or Website may be updated or upgraded. You should periodically check whether updated or upgraded versions of the Application or Website are available for download, as applicable.
You agree that SPOTLIGHT may terminate your use of this Application or Website, and/or exercise any other remedy available to it, if SPOTLIGHT reasonably believes that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of SPOTLIGHT or any third party, or for any reason with or without notice to you. You agree that SPOTLIGHT will not be held liable to you or any third party as a result thereof.
9. Wireless Access Charges
Certain Application functions may require data access, and the provider of data access for your device may charge you data access fees in connection with your use of the Application. You are solely responsible for any data access or other charges you incur.
10. Uninstalling the Application
Uninstallation methods may vary depending on your device. To uninstall this Application, please use the application manager provided with your device or consult your device manual for reference.
11. Non-United States Residents & Export Control
If you use the Application from outside of the United States, all information you provide through the Application will be processed and maintained in our web servers and internal systems located within the United States. By using the Application, you authorize the export of personal information to the United States and its storage and use as specified above when you provide such information to us.
You represent and warrant that you are not located in a country that is subject to US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country and you are not listed on any US Government list of prohibited or restricted parties. This Application or its underlying technology may not be downloaded or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any country subject to United States embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export this Application to any prohibited country, person, end-user or entity specified by US export control laws.
12. Disclaimer of Warranties
THE APPLICATION, WEBSITE, AND ALL CONTENT, MATERIALS AND PRODUCTS MADE AVAILABLE THROUGH THEM, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE. IN ADDITION, SPOTLIGHT DISCLAIMS (A) ANY ENDORSEMENT OF OR LIABILITY FOR CONTENT AND HYPERLINKS; (B) INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE CONTENT; (C) THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (D) DAMAGES AS A RESULT OF THE TRANSMISSION, USE OR INABILITY TO USE THE APPLICATION OR CIRCUMSTANCES OVER WHICH SPOTLIGHT HAS NO CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE APPLICATION MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SPOTLIGHT HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF THE APPLICATION OR WEBSITE OR USE OF ANY INFORMATION OR CONTENT ACCESSED THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPOTLIGHT THROUGH THE APPLICATION OR WEBSITE CREATES ANY WARRANTY, REPRESENTATION OR GUARANTEE.
SPOTLIGHT DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE APPLICATION OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THIS APPLICATION OR WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPRETY, MATERIAL, EQUIPMENT, OR DATA, SPOTLIGHT IS NOT RESPONSIBLE FOR THOSE COSTS.
SPOTLIGHT IS NOT RESPONSIBLE FOR CONTENT POSTED BY ANY THIRD PARTY VIA THE APPLICATION OR WEBSITE, AND ANY CONTENT THAT IS LINKED TO FROM THE APPLICATION OR WEBSITE.
THE APPLICATION, WEBSITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE APPLICATION OR WEBSTIE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IF YOU ARE DISSATISFIED WITH THE APPLICATION OR WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THEM.
Your downloading, installation and use of the Application and access of the Website is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the downloading, installation or use of the Application or Website.
13. Limitation of Liability; Exclusion of Damages
SPOTLIGHT WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THE APPLICATION, THE USE OR INABILITY TO USE THIS APPLICATION OR WEBSITE, THE RESULTS GENERATED FROM THE USE OF THIS APPLICATION OR WEBSITE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
SPOTLIGHT is not liable for any lost data resulting from use of the Application or Website and/or the enforcement of this Agreement. SPOTLIGHT disclaims any and all liability for the acts, omissions and conduct of any users on the Application or Website or otherwise related to your use of the Application or Website. SPOTLIGHT is not responsible for the products, services, actions or failure to act of any other third party in connection with the Application or Website.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPOTLIGHT’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, TO SPOTLIGHT IN THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.
WAIVER OF UNKNOWN CLAIMS. BY DOWNLOADING, ACCESSING AND USING THE APPLICATION OR WEBSITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You will indemnify and hold harmless SPOTLIGHT, its subsidiaries, parents, affiliates, officers, directors, shareholders, legal representatives, agents, and other partners and employees from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (i) your use of the Application or Website; (ii) your breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement; (iii) your participation in any offline SPOTLIGHT event; and (iv) any acts or omissions by you or on your behalf with respect to any Content posted through the Application or Website by you and/or any third party.
15. “Commercial Items”
The Application, Website, and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You understand and agree that all claims, disagreements, disputes or controversies between you and SPOTLIGHT, and its officers, directors, employees, representatives, agents, parents, affiliates, subsidiaries and/or related companies, arising out of or related to the Application, the Website, or this Agreement or the breach or termination thereof shall be resolved by final and binding arbitration. Because the services provided by the Application concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. The arbitration shall take place in Los Angeles, California. The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with Title 9 of the US Code (United States Arbitration Act) under the AAA’s Commercial Dispute Resolution Procedures as supplemented by the Supplementary Procedures for Consumer-Related Disputes (and as stated therein, if there is a difference between the Commercial Dispute Resolution Procedures and the Supplementary Procedures, the Supplementary Procedures will be used). Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other users/consumers or arbitrate any claim as a representative or member of a class or in a private attorney general capacity. The parties voluntarily and knowingly waive any right they have to a jury trial.
No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may against SPOTLIGHT in connection with or related to the Services will be resolved individually, without resort to any form of class action.
If any provision of this Agreement is unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such provision nor the right to enforce such provision.
If you have any questions regarding this Agreement, please contact us as follows:
Spotlight Cinema Networks, Inc.
Telephone: (310) 309-5765
The following sections will survive termination of this Agreement, together with all other terms and conditions that by their nature or context are intended to survive termination: Sections 2 (Restrictions), 3 (Intellectual Property), 7 (Privacy), 8 (Change or Update to Application or Website; Termination), 11 (Non-United States Residents & Export Control), 12 (Disclaimer of Warranties), 13 (Limitation of Liability; Exclusion of Damages), 14 (Indemnity), and 16 (Miscellaneous).
WHEN YOU CLICK TO AGREE TO THESE TERMS OF SERVICE, THAT REPRESENTS THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS OF SERVICE IN ORDER TO USE THIS APPLICATION.
APPENDIX 1 – Supplemental Terms for Use of Applications with Certain Apple®-Branded Products.
These terms supplement and are in addition to the terms of the Agreement for users who install the Application on Apple-branded products that run the iOS operating system software such as iPad, iPhone or iPod Touch (“Apple Devices”) provided by Apple, Inc. (“Apple”).
a. The Agreement related to the Application is between you and SPOTLIGHT, and not with Apple, Inc. (“Apple”). Apple is not responsible for this Application or the content thereof.
b. Your use of the Application on Apple Devices is subject to Usage Rules set forth in Apple’s App Store Terms of Service (the “Apple Usage Rules”), which you agree are binding on you.
c. You are not entitled to any hard-copy documentation, support, telephone assistance, or enhancements or updates to the Application from Apple.
d. Apple has no obligation to furnish any maintenance and support services regarding the Application.
e. Apple will not be responsible for any claims by you or any third party relating to your possession and/or use of the Application, including but not limited to (i) product-liability claims, (ii) any claims that the Application fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer-protection laws or similar legislation, and (iv) claims by any third party that the Application or your possession and use of the Application infringes the intellectual property rights of the third party. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
f. You must comply with applicable terms of your agreements with third parties when using the Applications.