Important — Read Carefully
MoviePass welcomes you! MoviePass offers an application known as MediaPipe (the ‘Software’) via the Website Moviepass.tv. By accepting the Free Trial offer and downloading the Software you will have free use of the Software during the trial period. You are only entitled to one free trial per computer. Prior to installing or using the current version of the Software you must first agree to the terms and conditions for use (‘Terms of Service’ or ‘TOS’), the end-user license agreements below and any agreements that are displayed during installation (‘Agreement(s)’). These TOS and Agreement(s) are legally binding contracts that should be read in their entirety. The installation is via a web-based download
process. If you click on the Run or the “Yes” button and thereby begin the installation, you acknowledge that you have read, understood, and agree, to be bound by these terms, the end-user license agreements, and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you click on the Cancel or the “No” button, you are not granted a license to install andor use any of the Software.
1. ACCEPTANCE OF TERMS.
MoviePass provides its services to you, subject to the following Terms of Service (TOS), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time by visiting Moviepass.tv and clicking on the Terms and Conditions link at the bottom of the page. The Software and any and all resulting services are not intended for use by or available to persons under the age of twenty-one (21) living in the United States. IF YOU ARE UNDER18 YEARS OF AGE AND LIVE IN THE UNITED STATES, YOU MAY NOT DOWNLOAD, INSTALL OR USE THE APPLICATION OR THE SERVICES.
You acknowledge and agree that neither MediaPipe nor MoviePass is liable or responsible to you or any third party for the Software, or your use of the Software, including any third party software that you may use or access while using the Services. Neither MediaPipe nor MoviePass accepts liability for, or makes any representations, warranties or conditions regarding the Software, including without limitation, the Software’s accuracy, suitability for a particular purpose, merchantable quality, whether it is free or will remain free, or otherwise. You bear the entire risk and cost associated with the use of the Software, including impaired performance of the Services or your computer if you install (or choose not to install) any of the Software. Obligations of MediaPipe or MoviePass hereunder, if any, are several and not joint. You acknowledge that the privacy policies
of MediaPipe and MoviePass do not extend to information collected by third parties while you are on a third party web site. You agree that you are responsible for reviewing and consenting to any third party privacy policies before disclosing personal information to such third party. You agree that MediaPipe and MoviePass and the other licensors contemplated by this agreement may use or implement session cookies or persistent cookies to help you successfully complete the installation process. Session cookies are used only during the installation process and may override certain of your Internet browser settings. The session cookies are removed upon completion of the registration and installation process. A session cookie for purposes of this agreement is generally defined as a cookie with a small piece of text that is sent to your browser when you access a web
site or server. The session cookie will be stored temporarily in your computer’s RAM (random access memory). It is cancelled when you close your browser and
the session is ended. The session cookie may be written to the temporary folders or cached on your computer, but will not permanently overwrite the browser or
control settings on your computer. A persistent cookie for purposes of this agreement is generally a cookie with a small piece of text that is sent to your
browser when you access a web site or server and is stored on your computer’s disk.
In exchange for receiving the benefits provided by the Software, you hereby grant MoviePass permission to utilize the disk space and bandwidth of your computer. Due to the ever-changing nature of media players, browsers, and other software distributed on the Internet, MoviePass has included an auto update feature to ensure that you have the most recently released version of the Software. You consent to such automatic updates and installations of new MoviePass properties and agree that these TOS will apply to all such updates. Unless explicitly stated otherwise, any new features that augment or enhance the current Software, including the release of new MoviePass properties, shall be subject to the terms of the License herein.
2. HOW IT WORKS
BY PARTICIPATING IN THE MOVIEPASS MEDIAPIPE FREE TRIAL OFFER THE MEDIAPIPE SOFTWARE WILL ENABLE YOU TO ACCESS THE AVAILABLE CONTENT FOR THE PERIOD OF TIME SPECIFIED ON THE ADVERTISMENT YOU HAVE CLICKED THROUGH. IF YOU DO NOT EITHER CANCEL OR PROVIDE PAYMENT INFORMATION DURING THE TRIAL PERIOD OUR BILLING SOFTWARE WILL BE ENABLED UPON THE EXPIRATION OF YOUR TRIAL PERIOD. THE BILLING SOFTWARE WILL RUN ON YOUR COMPUTER, DISPLAYING POP-UP WINDOW REMINDERS THAT PROVIDE YOU WITH VARIOUS METHODS OF PAYMENT FOR THE ANNUAL LICENSE. THESE POP-UP WINDOWS WILL APPEAR MORE FREQUENTLY UNTIL YOU CHOOSE ONE OF THE PAYMENT OPTIONS AND PAY FOR THE LICENSE. THE BILLING SOFTWARE IS SOLELY DESIGNED TO PREVENT FRAUDULENT AND
UNAUTHORIZED USE OF THE MEDIAPIPE SOFTWARE. IF YOU FAIL TO PAY OR CANCEL DURING THE TRIAL PERIOD, YOU ARE LEGALLY OBLIGATED TO PURCHASE AN ANNUAL LICENSE TO THE MEDIAPIPE SOFTWARE AT THE PRICE LISTED IN THE ADVERTISEMENT YOU CLICKED THROUGH TO INITIATE INSTALLATION.
ONCE THE SOFTWARE IS INSTALLED ON YOUR COMPUTER IT WILL CREATE AUTO START FEATURES WITHIN YOUR OPERATING SYSTEM THAT WILL RUN PROCESSES ON YOUR SYSTEM. THESE PROCESSES AND ALL COMPONENTS OF THE SOFTWARE CAN BE COMPLETELY REMOVED SHOULD YOU ELECT TO CANCEL YOUR TRIAL WITHIN THE SPECIFIED TRIAL PERIOD. IF YOU DO NOT CANCEL WITHIN THE SPECIFIED TRIAL PERIOD OUR SOFTWARE LICENSE MANAGEMENT UTILITY WILL STAY ON YOUR COMPUTER AND WILL CONTINUE TO LAUNCH ON START UP OF YOUR COMPUTER UNTIL YOU SATISFY THE OBLIGATIONS YOU AGREED TO WHEN YOU INSTALLED OUR SOFTWARE.
3. DESCRIPTION OF SERVICE
MediaPipe and MoviePass provide users with access to a rich collection of resources, including various communications tools, forums, shopping services, search services, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the Service). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for MediaPipe and MoviePass to provide the Service. You agree to receive emails from MediaPipe and MoviePass, such as service announcements, and administrative messages, and that these communications are considered part of MediaPipe and MoviePass membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new MediaPipe and MoviePass properties, shall be subject to the TOS. You understand and agree that the Service is provided AS-IS and that MediaPipe
and MoviePass assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service. Please be aware that certain areas on the Service contain adult or mature content. You must be at least 21 years of age to access and view such areas. Parental controls are available
for use at your discretion.
4. YOUR OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s age verification form (such information being the Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MediaPipe and MoviePass have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MediaPipe and MoviePass have the right to suspend or terminate your use of the Service and refuse any and all current or future
use of the Service (or any portion thereof). MediaPipe and MoviePass are concerned about the safety and privacy of all its users, particularly children. For this reason, nobody under the age of 21 are permitted to contract for to the Service or Software and by accepting the Software you are certifying that you will not permit anyone under the age of 21 to access the Service or Software without your knowledge and consent. When you download a MediaPipe andor MoviePass Software or Service, you certify that you are at least 21 years old and that you are the legal guardian of the childchildren who have access to your computer. You are solely responsible for controlling access to your computer system and the
Internet via your computer system. Access may be controlled through a variety of security measures including password protections and parental controls. Please contact your system manufacturer for more information on access controls.
5. MOVIEPASS PRIVACY POLICIES
materials and files
6. MEMBER CONDUCT
You agree to not use the Service to
harm minors in any way;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
intentionally or unintentionally violate any applicable local, state, national or international law; You further understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by MediaPipe and MoviePass andor content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree to indemnify and hold MediaPipe and MoviePass, and their subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
9. NO RESALE OF SERVICE OR SOFTWARE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service or Software.
10. MODIFICATIONS TO SERVICE
MediaPipe and MoviePass reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MediaPipe and MoviePass shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that MediaPipe and MoviePass may, under certain circumstances and without prior notice, immediately terminate your MediaPipe and MoviePass account, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities, andor (h) nonpayment of any fees owed by you in connection with the Services. Termination of your MediaPipe and MoviePass account includes (a) removal of access to all offerings within the Service, including but not limited to MediaPipe and MoviePass Mail, Groups, Messenger, Chat, Domains, Personals, Auctions, Message Boards, Greetings, Alerts and Games; (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof); and (c) barring further use of the Service. Further, you agree that all terminations for cause shall be made in MediaPipe and MoviePass’s sole discretion and that MediaPipe and MoviePass shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Service.
12. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that MediaPipe and MoviePass shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
The Service may provide, or third parties may provide, links to other World Wide Websites or resources. Because MediaPipe and MoviePass have no control over such sites and resources, you acknowledge and agree that MediaPipe and MoviePass are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that MediaPipe and MoviePass shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
14. MEDIAPIPE AND MOVIEPASS ‘S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service (Software) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by MediaPipe and MoviePass or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. MediaPipe and MoviePass grant you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by MediaPipe and MoviePass for use in accessing the Service.
15. SOFTWARE CONFLICTS
Conflicts may occur with other software applications that may already be installed on your computer. MediaPipe software reports back to our servers what applications may be running on your system and will resolve these conflicts whenever possible. This will make our software more reliable and provide you with products and services that are compatible with your current system settings.
MoviePass reserves the right to run advertisements and promotions via its Website and via the Software. By accepting the terms of this License, you agree that MoviePass has the right to run such advertisements and promotions without compensation to you. The timing, frequency, placement and extent of advertising are subject to change and shall be determined in our sole discretion. Your business dealings with, or participation in promotions of advertisers found on or through MoviePass’s Website or the Application, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser. You agree that neither MediaPipe nor MoviePass will be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or
as the result of the presence of such advertisers on the Website or on the Application.
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. MOVIEPASS AND MEDIA PIPE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MEDIAPIPE AND MOVIEPASS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDIAPIPE AND MOVIEPASS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE — DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEDIAPIPE AND MOVIEPASS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOVIEPASS ANDOR MEDIA PIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
20. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.
MediaPipe and MoviePass may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings on the Service.
22. TRADEMARK INFORMATION
The MediaPipe and MoviePass logos, are trademarks and service marks and other MediaPipe and MoviePass logos and product and service names are trademarks of MediaPipe and MoviePass Inc. (the MediaPipe and MoviePass Marks). You agree not to display or use in any manner, the MediaPipe andor MoviePass Marks, without MediaPipe and MoviePass’s prior permission.
23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
MediaPipe and MoviePass respects the intellectual property of others, and we ask our users to do the same. MediaPipe and MoviePass may, in appropriate circumstances and at its discretion, disable andor terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide MediaPipe and MoviePass’s Copyright Agent the following information an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. MediaPipe and MoviePass’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows By mail Copyright Agent co MoviePass Inc. 40 Gerrard Street, London, W1D 5QE
24. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and MediaPipe and MoviePass and governs your use of the Service, superseding any prior agreements
between you and MediaPipe and MoviePass with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other MediaPipe and MoviePass services, affiliate services, third-party content, or third-party software. Choice of Law and Forum. The TOS and the relationship between you and MediaPipe and MoviePass shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and MediaPipe and MoviePass agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California. All disputes relating to this Agreement (except those related to
intellectual property rights) shall be subject to final and binding arbitration in Los Angeles County, California and governed by the American Arbitration Association’s
commercial arbitration rules.
Waiver and Severability of Terms. The failure of MediaPipe and MoviePass to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. No Right of Survivorship and Non-Transferability. You agree that your MediaPipe and MoviePass account is non-transferable and any rights to your MediaPipe and MoviePass I.D. or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.
U.S. Government Restricted Rights Legend. The Software and any documentation provided are commercial in nature and have been developed exclusively at private expense. Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7103 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights section at 48 C.F.R. 52.227-19, and any other successor regulations, as applicable.
Please report any violations of the TOS to our Customer Care group by clicking on our Customer Service link at the base of any Moviepass.tv Webpage. Rev. 09092005 kmf