Effective Date: 2022-10-05. Prior versions of these terms are available:
To download and/or print these Terms of Use ("Terms"), click here.
Please read these Terms carefully before using our websites and any online services provided by Crackle Plus, LLC (collectively, "CPLLC", "we", or "us" or "our") that post a link to these Terms (the "Service"). By visiting or otherwise using the Service in any manner, you agree to the then posted Terms and any applicable Additional Terms, to be bound by them, and that you have read and understood them. You also acknowledge, agree and consent to our data practices as described in our Privacy Policy.
These Terms affect your legal rights, responsibilities and obligations and govern your use of the Service, are legally binding, limit CPLLC's liability to you and require you to indemnify us and to settle certain disputes through arbitration. If you do not wish to be bound by these Terms and any Additional Terms, do not use the Service and uninstall Service downloads and applications.
In some instances, additional or different terms, posted on the Service, apply to your use of certain parts of the Service (individually and collectively "Additional Terms"). To the extent there is a conflict between these Terms and any Additional Terms, these Terms will control unless the Additional Terms expressly state otherwise.
We may prospectively change these Terms and Additional Terms by posting new or changed terms on the Service as more fully explained in Section 13 (General Provisions).
We have summarized some (but not all) of the main topics of these Terms below. The complete provisions, and not the headings or summaries govern.
Grants and Limitations of Rights
We only grant you a limited revocable license to use the Service subject to rules and limitations. More
You grant us a broad license to the content you submit and to your profile. You retain ownership of and responsibility for your content. We have the right to manage our Service to keep its content appropriate. More
Your use of our Service is subject to various restrictions designed to protect the Service and users. More.
Limitations on Your Remedies
Dispute Resolution
Availability of Service
A. Ownership. The Service and all of its content ("Content"), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein ("Intellectual Property"), are owned or controlled by CPLLC, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Service is the property of CPLLC, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. CPLLC owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
B. Your Rights to Use the Service and Content
(i) Your right to use the Service and content is subject to your strict compliance with these Terms and the Additional Terms. Your right to access and use the Service and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Service and the content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only (collectively, the following are the "CPLLC Licensed Elements"):
Display, view, use, and play the content on a computer, mobile or other internet enabled or permitted device ("Device") and/or print one copy of the content (excluding source and object code in raw form or otherwise) as it is displayed to you;
Stream the content using any of the widgets and/or other digital streaming internet video players, if any, provided on the Service (any such widget or other digital streaming Internet video player referred to as a "Service Widget");
Cut and paste certain code expressly made available to you through the Service (whether such functionality is designated as "sharing" functionality or not) in order to embed, re-publish, maintain, and/or display the specific content to which such code relates on your own personal, customized social networking Web page(s), Web blog(s), or microblog(s) (collectively, your "Personal Social Media"), and/or, if the Service provides "widget grabbing and embedding" functionality, to "grab" a Service Widget and embed, re-publish, maintain, and/or display such Service Widget on your Personal Social Media
Cut and paste certain code expressly made available to you through the Service, and/or if the Service provides "widget grabbing and embedding" functionality, to "grab" a Service Widget, to forward, as applicable, such code and/or Service Widget to your friends, so that they can view the Service content contained therein, and/or if, they so desire, so that they themselves may embed the forwarded piece of code or Service Widget on their own Personal Social Media or re-forward it to their own friends
If the Service includes a "Send to Friend" or similar tool that allows you to initiate and send to one of your friends an email communication that includes content, and the tool is operational, use the tool to request that the Service's servers convey your message to your friend on your behalf;
If the Service includes a "Download" link next to a piece of content (including, without limitation, an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such content to a single Device;
Download, install and use one copy of any software, including apps, that we make available on or through the Service ("Software") on your Device in machine-executable object code form only and make one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing you to download the Software, CPLLC does not transfer title to the Software to you (i.e., you own the medium on which the Software is recorded, but the Software's owner (which may be CPLLC and/or its third party Software licensor) will retain full and complete title to such Software); (ii) you may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of CPLLC; (iii) you may not assign, rent, lease, or lend the Software to any person or entity and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; and (iv) you may not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law;
If made available to you, obtain a registered personal account (and/or related username and password) on the Service and interact with other Service users as part of Service-based chat rooms, message boards, social media networks, online multiplayer games and/or other activities or similar services offered on the Service
Link to the Service from a website or other online service, so long as: (a) the links only incorporate text, and do not use any Intellectual Property, (b) the links and the content on your website do not suggest any affiliation with CPLLC or cause any other confusion, and (c) the links and the content on your website do not portray CPLLC or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to CPLLC. CPLLC reserves the right to spe or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party; and
Use any other functionality expressly provided by CPLLC on or through the Service for use by users, subject to these Terms (including, without limitation, functionality to create and/or User-Generated Content (as defined below)) and any applicable Additional Terms.
C. Additional Terms for Usage Subscriptions. Purchases of usage subscriptions (e.g., credits, points, and/or virtual currency) or any virtual items made available on the Service are nonrefundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non- assignable, personal, and non-transferable license to use those items only, even if such came with a durational term (e.g., a monthly subscription). Any attempt to transfer, assign or otherwise sell or trade such subscription, regardless of manner or method, is null and void. Suspension or termination thereof results in the forfeit of the suspended or terminated subscription or items, except as may be noted in the applicable Additional Terms. As permitted by law, we are not responsible for repairing or reissuing any credit or refund or any other sum, as a result of our modification of any usage subscriptions or virtual item, or for loss or damage due to error, or any other reason.
D. Rights of Others. In using the Service, you must respect the intellectual property and rights of others and CPLLC. Your unauthorized use of content may violate the rights of others and applicable laws, and may result in your civil and criminal liability. If you believe that your work has been infringed via the Service, see Section 5 below
E. Reservation of all Rights Not Granted as to Content and Service. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Service and content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY CPLLC AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any content or the Service for any purpose is prohibited.
A. User-Generated Content
(i) General. CPLLC may now, or in the future, offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a sweepstakes or contest, or by mail) (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding CPLLC Licensed Elements included therein, "User-Generated Content" or "UGC"). You may submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation tools, gameplay, social communities, contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms and, subject to any applicable Additional Terms, you are responsible for and retain whatever legally cognizable right, title, and interest that you have in your UGC.
(ii) Non-Confidentiality of Your User-Generated Content. Except as otherwise described in the Service's posted Privacy Policy , or any applicable Additional Terms, you agree that (a) your UGC will be treated as non-confidential and non-proprietary by us - regardless of whether you mark them "confidential," "proprietary," or the like - and will not be returned, and (b) to the maximum extent not prohibited by applicable law, CPLLC does not assume any obligation of any kind to you or any third party with respect to your UGC. Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with these Terms or any applicable Additional Terms. You acknowledge that the Internet and mobile communications may be insecure and subject to breaches of security; according, you acknowledge and agree that your UGC is submitted at your own risk. In your communications with CPLLC, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you submit are deemed UGC and licensed to us as set forth below. In addition, CPLLC retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. CPLLC's receipt of your Unsolicited Ideas and Materials is not an admission by CPLLC of their novelty, priority, or originality, and it does not impair CPLLC's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
(iii) License to CPLLC of Your UGC. Except as otherwise described in any applicable Additional Terms (such as a promotion's official rules), which CPLLC specifically govern the submission of your UGC, you hereby grant CPLLC, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to CPLLC to your UGC, you also hereby grant to CPLLC, and agree to grant to CPLLC, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2.A(iii).
(iv) CPLLC's Exclusive Right to Manage Our Service. CPLLC may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your UGC, and CPLLC may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of UGC without notice or any liability to you or any third party in connection with our operation of UGC venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such UGC submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the right, once submitted, to access, archive, maintain, change, remove, or otherwise use such UGC on the Service or elsewhere, except that California minors have certain rights to have certain content about them that they have themselves posted on the Service proactively removed from public display as provided for in the Privacy Policy.
(v) Representations and Warranties Related to Your UGC. Each time you submit any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC, (a) you are the sole author and owner of the intellectual property and other rights to the UGC, or you have a lawful right to submit the UGC and grant CPLLC the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any CPLLC obligation to obtain consent of any third party and without creating any obligation or liability of CPLLC; (b) the UGC is accurate; (c) the UGC does not and, as to CPLLC's permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the UGC will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person
(vi) Enforcement. CPLLC has no obligation to monitor or enforce your intellectual property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at CPLLC's cost and expense, to which you hereby consent and irrevocably appoint CPLLC as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
B. Appropriate content and Alerting Us of Violations. We expect UGC to be appropriate for a general audience, but do not undertake to monitor it, and you consent to potentially encountering content you find offensive or inappropriate. We may include venue and content rules as Additional Terms. If you discover any content that violates these Terms or any applicable Additional Terms, then you may report it by contacting CPLLC here. For alleged infringements of intellectual property rights, see Section 5.
A. Service Use Restrictions. You agree that you will not:
(i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products);
(ii) use any meta tags or any other "hidden text" utilizing any Intellectual Property;
(iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to CPLLC;
(iv) to the maximum extent not prohibited by applicable law, decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service by any means whatsoever or modify any Service source or object code or any Software or other products, services, or processes accessible through any portion of the Service;
(v) engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, CPLLC, or other users of the Service;
(vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the content, or the UGC;
(vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users);
(viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or
(ix) otherwise violate these Terms or any applicable Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service, you:
(i) will not monitor, gather, copy, or distribute the content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
(ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout);
(iii) will keep intact all Trademark, copyright, and other intellectual property notices contained in such content;
(iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands;
(v) will not make any modifications to such content (other than to the extent of your specifically permitted use of the CPLLC Licensed Elements, if applicable);
(vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of CPLLC or, in the case of content from a licensor, the owner of the content; and
(vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience.
C. Availability of Service and Content. CPLLC, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Service and/or content (and any elements and features of them), in whole or in part, for any reason, in CPLLC's sole discretion, and without advance notice or liability.
A. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your Device and for all activity under your account. Passwords must be personal, unique username (or email address) that does not violate the rights of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us here. of any unauthorized use of your account, password, or username, or any other breach of security. You will not sell, transfer, or assign your account or any account rights.
B. Accounts may only be set up by an authorized representative of the individual that is the subject of the account. We do not review accounts for authenticity, and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate, without notice.
C. Additional information on text messages. When you opt in to any of our text message programs, you understand that such text message programs are separately governed by Crackle’s Text Messaging Program Terms & Conditions included within this Terms of Service. You understand and consent that you will receive text messages from an automated system. If you wish to withdraw your consent and unsubscribe, please text STOP to 323-591-5880 or visit Crackle's Data Subject Rights Form. Crackle’s Text Messaging Program Terms & Conditions US ONLY
Please read these terms and conditions carefully before subscribing to the Crackle Community. By subscribing to receive text messages from Crackle, you agree to abide by these terms and conditions.
You can subscribe to Crackle's mobile alerts program by texting 323-591-5880.
By subscribing to these mobile alert programs, you agree to receive text message offers and alerts from Crackle Community. These messages will be sent to your mobile telephone using automated dialing technology. You do not need to consent to receive mobile messages as a condition of making a purchase.
If at any time you wish to opt-out of future mobile (text) messages from Crackle, you may do so by texting STOP to 323-591-5880. You may also opt-out of any of these programs by visiting our Data Subject Rights Form.
Text message charges or other charges may be charged by your mobile carrier for these offers and alerts. Message and data rates may apply, so be sure to check your carrier agreement for details. Message frequency may vary. Wireless operators and Crackle do not guarantee message delivery and will not be held liable for delayed or undelivered messages. Text messaging may not be available for all service providers or devices. The carriers supported by this program are: Verizon, AT&T, Spring, and T-Mobile. Crackle makes no guarantee that any mobile carrier will participate. Crackle may add or delete carriers at any time, without notice.
For help or information related to Crackle's Community, text HELP to 323-591-5880 or contact customer service at Support@Crackle.com
Crackle reserves the right, at its sole discretion, to modify, alter or otherwise update these terms and conditions at any time. Such modifications shall be effective immediately upon posting. Crackle retains the right to cease sending text messages to anyone for any reason, including for violation of any of these terms and conditions.
When you provide Crackle information in connection with the Crackle Community, you agree to provide current, complete, true and accurate information. You agree not to provide a mobile phone number that you are not authorized to provide. You are solely responsible for all content that you transmit in connection with the mobile alerts program and are responsible for abuse of your account by others. Crackle respects your right to privacy. You can view our complete privacy policy.
A. Third-Party Content and Sites; Advertisements. The Service may contain third party plug-ins, applications, ads, tools and/or other content, and/or links to third-party websites or other services that are not owned, controlled or operated by CPLLC, including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with CPLLC (collectively, "Third-Party Services"). We may also host our content, apps, and tools on Third-Party Services. CPLLC has no control over the content, operations, policies, terms, or other elements of Third-Party Services, and does not assume any obligation to review them. CPLLC does not necessarily review, endorse, approve, or sponsor any Third-Party Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, CPLLC is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Services. CPLLC WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENTOF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANYINFORMATION OR CONTENTCONTAINED WITHIN THESE THIRD-PARTY SERVICES. Any activities you engage in connection with Third-Party Services are subject to that Third-Party Services' privacy policy and terms of use which you should read before engaging in such activities.
B. Apple and Other Platforms and Devices. If you are accessing or using the Service through Apple, Android, or other third-party platforms or services, those Third-Party Services' own terms and policies apply to such access and usage. Without limitation, Additional Terms for Apple Users can be found here which are applicable to you and are incorporated into these Terms by this reference.
C. Dealings with Third Parties. Any interactions, correspondence, transactions, or dealings you have with any third parties found on or through the Service (including on or via Third-Party Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). CPLLC disclaims all liability in connection therewith.
A. Forum Selection/Jurisdiction. Jurisdiction and venue for any controversy, allegation, or claim arising out of or relating to the Service, the content, your UGC, these Terms, or any applicable Additional Terms, whether before the Effective Date of these Terms or after arising (collectively, "Dispute") shall be in Fairfield County, Connecticut. Each party submits to personal jurisdiction and venue in Fairfield County, Connecticut for any and all purposes.
B. Pre-Arbitration Notification CPLLC and you agree that it would be advantageous to discuss and hopefully resolve any Disputes before formal proceedings are initiated; provided, however, that CPLLC need not do so in circumstances where its claims of intellectual property rights are concerned ("IP Disputes," with all other disputes referred to as "General Disputes"). The party making a claim - whether you or CPLLC - shall send a letter to the other side briefly summarizing the claim and the request for relief. If CPLLC is making a claim, the letter shall be sent, via email, to the email address listed in your CPLLC account, if applicable. If no such information exists or if such information is not current, then we have no notification or delay obligations under this Section 9.B. If you are making a claim, the letter shall be sent to Crackle Plus, LLC, P.O. Box 700, Cos Cob, CT 06807 (Attn: Legal Dept. -- Claims). If the Dispute is not resolved within sixty (60) days after notification, the claimant may proceed to initiate arbitration proceedings as set forth in this Section 9. Either you or CPLLC, however, may seek provisional remedies (such as preliminary injunctive relief, subject to Section 9.D) before the expiration of this sixty (60)-day period.
C. Arbitration of Claims. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section shall be submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Fairfield County, Connecticut, before a single arbitrator in accordance with Connecticut Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates' lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator's award is based. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator's award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief (subject to the provisions of the Agreement waiving or limiting that relief) in a court of competent jurisdiction in Fairfield County, Connecticut or, if sought by CPLLC, such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under this Section; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator's decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the Fairfield County Superior Court or, in the case of you, such other court having jurisdiction over you, which may be made ex parte, for confirmation and enforcement of the award.
D. Limitation on Injunctive Relief. AS PERMITTED BY APPLICABLE LAW IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, UGC, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY CPLLC PARTY (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY CPLLC PARTY. Without limiting the generality of the forgoing, you hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition, or other exploitation of any motion picture, production or project related to CPLLC, its parents, subsidiaries, and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production, or project.
E. Governing Law. These Terms and any applicable Additional Terms, Dispute and IP Disputes, and any other claim brought by you against CPLLC or by CPLLC against you pursuant to this Section 9, or otherwise related to the Service, content, CPLLC Licensed Elements, UGC or other CPLLC products or services, will be governed by, construed, and resolved in accordance with, the laws of the State of Connecticut, U.S.A., without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. This Section 9 shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self- executing basis. You and CPLLC agree that we intend that this Section 9 satisfies the "writing" requirement of the Federal Arbitration Act. This Section 9 can only be amended by mutual agreement. Either party may seek enforcement of this Section 9 in any court of competent jurisdiction. The arbitrator shall determine any and all challenges to the arbitrability of a claim.
F. Class Action Waiver. Both you and CPLLC waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else. Notwithstanding any provision in the JAMS Comprehensive Arbitration Rules and Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the Disputes of different persons into one proceeding. Notwithstanding the arbitration provision set forth above, if the provision regarding waiver of class, collective, representative, and private attorney general claims of this Section 9 is found to be void or otherwise unenforceable, any such class, collective, representative, or private attorney general claims must be heard and determined through an appropriate court proceeding, and not in arbitration.
G. Jury Waiver. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. The parties acknowledge that the provisions of this Section 9.G are currently unenforceable under Connecticut law but mutually intend for this Section to apply in the event such provisions later become enforceable under Connecticut law.
H. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A GENERAL DISPUTE (BUT NOT AN IP DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 9.B) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES - OR IT WILL BE FOREVER BARRED.
I. Small Claims Matters. Notwithstanding the foregoing, either of us may bring qualifying claim of General Dispute (but not IP Disputes) in small claims court, subject to Section 9.F.
J. The provisions of this Section shall supersede any inconsistent provisions of any prior agreement between the parties. This Section 9 shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms.
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. To the fullest extent permissible by law, CPLLC and their direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "CPLLC Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, content, CPLLC Licensed Elements, UGC or other CPLLC products or services, except as set forth in subsection C, below.
A. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, CPLLC PARTIES HEREBY FURTHER DISCLAIMALL WARRANTIES, EXPRESSORIMPLIED, INCLUDING THEWARRANTIESOFMERCHANTABILITY, FITNESSFORAPARTICULAR PURPOSE, NON-INFRINGEMENT ORMISAPPROPRIATIONOF INTELLECTUAL PROPERTY RIGHTS OF THIRDPARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEMINTEGRATION, ANDFREEDOM FROMCOMPUTERVIRUS.
B. FOR PURPOSES OF CLARITY, THIS SECTION DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY CPLLC OR A MANUFACTURER WITH REGARD TO A PHYSICAL PRODUCT SOLD BY US, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW.
A. AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY CPLLC PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, content, CPLLC Licensed Elements, UGC or other CPLLC products or services, except for direct damages for personal injury caused by a physical product manufactured, sold or provided by CPLLC.
B. The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if CPLLC Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
C. AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CPLLC PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID CPLLC IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S). FOR PURPOSES OF CLARITY, THIS SECTIONS DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT TERMS THAT ARE PROVIDED BY CPLLC OR A MANUFACTURER WITH REGARD TO A PHYSICAL PRODUCT
A. CPLLC's Consent or Approval. As to any provision in these Terms or any applicable Additional Terms that grants CPLLC a right of consent or approval, or permits CPLLC to exercise a right in its "sole discretion," CPLLC may exercise that right in its sole and absolute discretion. No CPLLC consent or approval may be deemed to have been granted by CPLLC without being in writing and signed by an officer of CPLLC.
B. Indemnity. You agree to, and you hereby, defend (if requested by CPLLC), indemnify, and hold CPLLC Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any CPLLC Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter:
(i) your UGC;
(ii) your use of the Service and your activities in connection with the Service;
(iii) your breach or alleged breach of these Terms or any applicable Additional Terms;
(iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi- governmental authorities in connection with your use of the Service or your activities in connection with the Service;
(v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity;
(vi) any misrepresentation made by you; and
(vii) CPLLC Parties' use of the information that you submit to us (including your UGC) (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by CPLLC Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, CPLLC Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. CPLLC Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a CPLLC Party.
C. Operation of Service; Availability of Products and Services; International Issues. CPLLC controls and operates the Service from the U.S.A., and makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
D. Export Controls. You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
E. Severability; Interpretation. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
F. Investigations; Cooperation with Law Enforcement; Termination; Survival. CPLLC reserves the right, without any limitation, to:
(i) investigate any suspected breaches of its Service security or its information technology or other systems or networks,
(ii) investigate any suspected breaches of these Terms and any applicable Additional Terms,
(iii) investigate any information obtained by CPLLC in accordance with its Privacy Policy in connection with reviewing law enforcement databases or complying with criminal laws,
(iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters,
(v) prosecute violators of these Terms and any applicable Additional Terms, and
(vi) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to CPLLC under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from CPLLC, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to CPLLC in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration
G. Assignment. CPLLC may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of CPLLC.
H. Complete Agreement; No Waiver. These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or CPLLC in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced
I. California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 800.952.5210 or (916) 445-1254. Their website is located at: http://www.dca.ca.gov. California residents can obtain information on our privacy practices, including how we comply with the California Online Privacy Protection Act and the California Shine the Light Act in our Privacy Policy.