Last Updated: September 29, 2017
1. USE OF THE SITE OR SERVICES. You must be 13 years or older to access or use the Sites and Services (defined below). If You are under 13, You may not use or access the Site or Services under any circumstances. If You are 13 or older and younger than 18 (or the age of majority in Your particular state/country of residence), then You may access and use the Site or Services only if You have Your parents' or guardians' prior permission. If You are a parent or guardian providing permission for a child age 13 or older to access or use the Site or Services, then You agree to accept full responsibility for that child’s use of and access to the Site or Services under this Agreement. Users of the Sites or Services who are under 18 are not eligible to win prizes. If and to the extent the App Store and/or the Google Play Store change or modify their rules or specification for downloading mobile applications, NCM shall not be responsible or liable for any restrictions or modifications that vary from the terms and conditions of this Agreement. You may access and use the Site or Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement that applies to your use of the Sites or the Services (e.g. any application, forum or game/contest specific rules published within a Site) You are required to agree to before being given access to any specific areas of the Site or Services (any such additional agreements are in addition to this Agreement and will govern Your use of the portions of the Site or Services to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements). NCM reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Site or Services (or any portion thereof) with or without notice and without liability.
2. REGISTRATION. Until You apply for and are approved as a registered user of the Site (a "Registered User"), Your access to the Site will be limited to the areas of the Site generally available to all users. Your approval as a Registered User is at the sole discretion of NCM. In connection with Your application to become a Registered User, You will be asked to submit certain information about yourself ("Registration Information").
3. YOUR ACCOUNT. If You are approved as a Registered User, You will be asked to create a password-protected account to access the areas of the Site available to registered users (an "Account"). You agree to keep Your Account information and password confidential. You agree to notify NCM immediately of any actual or suspected unauthorized use of Your Account. Your Account is solely for Your personal and non-commercial use. You may not sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer Your Account or the right to access Your Account to any third party. You are solely responsible for all activities that occur through Your Account. NCM will not be responsible for any loss to You caused by Your failure to comply with these obligations. You represent and warrant that: (1) all Registration Information You have provided is true, accurate, current, and complete; and (2) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, You will be assigned or permitted to create a user ID for use in identifying Your Account (a "User ID"). You may not: (a) select or use a User ID of another person with the intent to impersonate that person; (b) use a User ID in which another person has rights without such person’s authorization; or (c) use a User ID that NCM, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Your Account.
4. PURCHASES. You may be offered the opportunity to purchase, subscribe to or otherwise obtain products or services accessible or made available through the Sites (each a "Product" or "Service," respectively). In addition to this Agreement, any purchase or subscription will be subject to any terms and conditions displayed in connection with the purchase or subscription. Unless otherwise indicated on the Sites, purchases or subscriptions made by You through the Site cannot be exchanged and are non-refundable. Purchases made through a Site may be subject to additional fees or charges which are also non-refundable. All information that You provide in connection with a purchase or other transaction through a Site or Service will be accurate complete and current. You authorize NCM (or a company chosen to act on behalf of NCM) to charge the credit card, debit card, mobile services account, or other payment method provided in connection with any transaction You make on a Site or through a Service and will pay all charges incurred in connection with any such transaction.
5. IN-GAME CURRENCIES/GOODS. The Sites may include virtual, in-game currency ("Virtual Currency") including, but not limited to coins, cash, or points, that may be purchased from NCM for 'real world' money if You are a legal adult in Your country of residence. The Sites may also include virtual, in-game digital items ("Virtual Goods") that may be purchased from NCM with 'real world' money or Virtual Currency. Virtual Currency and Virtual Goods have no monetary value. Regardless of the terminology used, Virtual Currency and Virtual Goods may never be redeemed for 'real world' money, goods or other items of monetary value from NCM or any other party. Other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use the Virtual Goods or Virtual Currency on the Site, You have no property or other right in or to any such Virtual Goods or Virtual Currency appearing or originating on the Sites, or any other attributes associated with use of the Sites or stored within the Sites. NCM has the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency and/or Virtual Goods as it sees fit in its sole discretion, and NCM shall have no liability to You or anyone for the exercise of such rights. Price and availability of Virtual Currency and Virtual Goods are subject to change without notice. NCM further reserves the right, without prior notification, to limit the order quantity on any Virtual Goods and/or to refuse to provide You with any Virtual Goods. Transfers of Virtual Currencies and Virtual Goods are strictly prohibited except where explicitly authorized within the Sites. Outside of the applicable Site or game, You may not buy, sell or transfer any Virtual Currency or Virtual Goods for 'real world' money or otherwise exchange items for value or commercial gain in any manner, including, without limitation, by means of any direct sale or auction Site. Any attempt to do so is in violation of these Terms and may result in a lifetime ban from NCM’s Sites and possible legal action to the extent permissible under applicable laws and/or regulations. You agree that all sales of Virtual Goods and Currencies are final. No refunds will be given, except in our sole and absolute discretion. All Virtual Goods and Currencies are forfeited if Your account is terminated or suspended for any reason, in NCM's sole and absolute discretion, or if NCM discontinues providing the Sites. NCM has no liability for hacking or loss of Your Virtual Currency or Virtual Goods. NCM has no obligation to, and will not, reimburse You for any Virtual Currency or Virtual Goods lost due to Your violation of this Agreement.
6. TERM AND TERMINATION. This Agreement will be effective on the date You first use the Site or Services and will continue until terminated. NCM may terminate this Agreement, and Your access to the Sites and/or any Products or Services accessible or made available through a Site, immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to NCM, such termination effective 10 business days following acknowledgment of receipt of such notice by NCM. NCM may also suspend Your use of the Sites (or any Products or Services) and direct You to cease using the Sites (or those Products or Services) with or without notice to You and with or without cause. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease. If You are a Registered User, Your Account will be closed, and You must promptly discontinue all use of or access to any part of the Sites and any Products, Services, Software or Content downloaded or otherwise obtained or made available through the Site. Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 21 will survive termination or expiration of this Agreement for any reason.
7. SOFTWARE AND WIDGETS. The widgets and other software and code available on or for download through the Sites ("Software") are protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents (and patent applications), trade secrets and other proprietary and intellectual property rights ("Intellectual Property Rights"). Unless otherwise expressly stated in a license or other agreement separate from this Agreement that You may have entered into (or may enter into) with NCM or its partners, affiliates, and licensors ("Affiliates") relating to any Software (each such license or other agreement, a "Software License Agreement") or as otherwise set forth in this Section 7, NCM grants You a personal, limited, revocable, non-exclusive, non-transferable right to download, install and execute a single copy of the Software (excluding source and object code) in accordance with the instructions provided on the Sites or through the Services and solely for Your own personal and non-commercial purposes. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any Intellectual Property Rights therein or related thereto, and You may not modify, copy or reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of NCM. For software distributed under a third party license (referred to as "Third Party Software"), Your use of the Third Party Software will be governed by the applicable third party license. To the extent the terms of the license applicable to Third Party Software prohibit any of the restrictions in this Agreement, then with respect to the specific Third Party Software, such restrictions will not apply to such Third Party Software component.
8. CONTENT. The text, files, images, graphics, illustrations, information, data, audio, video, photographs, advertising, and other content (collectively, "Content") available on the Sites or provided from or through the Sites or Services, including, without limitation, all Content made available through any widget or other Software (such Content and any other contents of the Site or Services, collectively, "Site Content") are protected Intellectual Property Rights of NCM and its Affiliates. Unless otherwise noted on the Sites, as between You, NCM and its Affiliates, all Site Content is owned by NCM and its Affiliates. Your access to and use of any Site Content is also subject to any other license or other agreement separate from this Agreement that You may have entered into (or may enter into) with NCM or any of its Affiliates relating to that Site Content (each of those licenses or other agreements, a "Content Agreement"). Except as expressly set forth in this Agreement or any Content Agreement or the express functionality of a Site, You are granted no licenses or ownership rights, whether by implication, estoppel, or otherwise, in or to the Site or Site Content, or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, copy, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, re-distribute or in any way exploit any portion of the Site or Site Content without the prior written permission of NCM. If You would like to use the Site Content in a manner that is not expressly permitted in this Agreement or any other Content Agreement, please send Your request to NCM by emailing NCM at email@example.com.
9. MARKS. Unless otherwise labeled, all trademarks, trade names, service marks, logos, banners, and page headers displayed on the Sites or through the Services (collectively, the "Marks") are the property of NCM and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of NCM.
10. USER POSTINGS AND UPLOADS. The Site or Services may include forums, bulletin boards, chat rooms, interaction with other users through fantasy features or other games that we may from time to time make available, or other opportunities through which You may provide, transmit, upload, or otherwise make available Content to the Site or through the Services (such Content, "User Content"). You agree not to upload or provide any User Content that:
- is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy or includes any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
- is an infringement or misappropriation of the Intellectual Property Rights of any third party;
- illegal in any way or that advocates illegal activity;
- is an advertisement or solicitation of funds, goods, or services;
- promotes violence or describe how to perform a violent act;
- promotes or constitutes illegal activity; or
- is in violation of this Agreement or any specific game rules.
You represent and warrant to NCM and its Affiliates that You own all right, title, and interest in and to any User Content that You provide or upload to the Site or through the Services, or that You have sufficient rights, whether by implication, estoppel, or otherwise, to grant NCM the rights discussed in this Agreement. You will indemnify, defend, and hold harmless NCM and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement. By providing or uploading any User Content to the Sites or through the Services, unless otherwise stated in a separate agreement entered into by You and NCM in connection with Your upload of any User Content, You grant NCM a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such User Content for any purpose whatsoever, throughout the world in any form, media, software, or technology of any kind. In addition, You waive all moral rights in the User Content or warrant that all moral rights applicable to such content have been waived. You also grant NCM the right to use Your name in connection with the reproduction or distribution of such material. NCM has no obligation to monitor or enforce any intellectual property rights that may be associated with Your User Content, but NCM does have the right, though not the obligation, to enforce such rights through any means it sees fit, including bringing and controlling actions on Your behalf. NCM has no obligation to accept, display, review, monitor, or maintain any User Content. NCM does have the right to delete User Content from the Sites without notice for any reason at any time. NCM may move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice to You and without liability; provided, however, that NCM reserves the right to treat User Content as content stored at the direction of users. You agree and acknowledge that You do not rely on NCM to monitor or edit the Sites and that the Sites may contain Content which You find offensive and You hereby waive any objections You might have with respect to such Content. In addition, all comments, feedback, suggestions, ideas, and other submissions ("Feedback") disclosed, submitted, or offered to NCM in connection with the use of the Sites shall be considered gratuitous, unsolicited and without restriction, and will not place NCM under any obligation to You. Such Feedback shall be the exclusive property of NCM. You agree that unless otherwise prohibited by law NCM may use, sell, exploit and disclose the Feedback in any manner, without restriction and without compensation to You.
11. CONDUCT. You will not and will not permit any third party to:
- use the Sites or Services to harvest or collect e-mail addresses or other contact information of other users from the Sites or Services by electronic or other means for the purposes of sending unsolicited e-mails or other communications;
- use the Sites or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Sites or Services;
- use the Sites, Services, Products, Software, or Content for any commercial purpose or in any automated manner, including, without limitation, any attempt to raise money or advertise or promote a product, service, website, pyramid scheme or other multi-tiered marketing scheme;
- use automated scripts to collect information from or otherwise interact with the Site or Services;
- use the Site or Services to intimidate or harass any other people or entities;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Sites, Services, or any Software or other Product;
- remove, bypass or circumvent any electronic protection measures on the Sites, Services, or on any Software or other Product;
- remove, alter, or obscure any copyright or other proprietary rights notices included on the Sites, Services, Products, Software, or Content;
- upload to a Site or provide to NCM any code or device capable of or intended to interrupt, harm or damage the Site, Services, Products, Software, or Content or the operation thereof;
- reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
- attempt to impersonate any other party;
- create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
- trick, defraud or mislead NCM and other users, especially in any attempt to learn sensitive account information such as passwords;
- make improper use of NCM's support services or submit false reports of abuse or misconduct;
- disparage, tarnish, or otherwise harm, NCM and/or the Sites or Services;
- violate this Agreement or any local, state, federal or international law, rule or regulation or any other requirements or restrictions posted by NCM on the Sites;
- except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Sites, or use or launch any unauthorized script or other software;
- cover or obscure any notice, banner or advertisement on the Sites;
- disguise the source of your User Content or other information you submit to the Sites or use tools which anonymize Your Internet protocol address (e.g. anonymous proxy) to access the Sites;
- interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Sites or User Content;
- sell the Service or any part thereof including but not limited to Virtual Goods or Virtual Currency, user accounts and access to them in exchange for real currency or items of monetary value; or
- engage in cheating or any other activity deemed by NCM to be in conflict with the spirit or intent of the Services.
12. CLAIMS OF INFRINGEMENT. Just as NCM requires users of the Site and Services to respect the copyrights and other intellectual property rights of NCM, its Affiliates, and other third parties, NCM respects the copyrights and other intellectual property rights of users of the Sites and Services and other third parties. In accordance with the Digital Millennium Copyright Act (DMCA), if You believe in good faith that Your copyrighted work has been reproduced on the Site or through the Services without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
National CineMedia, LLC
Attn: Copyright Infringement Agent
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
Please provide the following information to NCM’s Copyright Infringement Agent:
- the identity of the infringed work, and of the allegedly infringing work;
- Your name, address, daytime phone number, and Email address, if available;
- a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
- a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
- Your electronic or physical signature.
13. REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant, and covenant for the benefit of NCM and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; and (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with Your access to the Sites or use of the Services.
14. DISCLAIMER AND LIMITATION OF LIABILITY.
14.1 Disclaimer. THE SITES AND ALL CONTENT, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SITES, OR OTHERWISE PROVIDED BY NCM, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. NEITHER NCM NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY CONTENT, ADVICE, OPINION, STATEMENT, OR OTHER DATA OR INFORMATION DISPLAYED ON, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE. YOU UNDERSTAND THAT BY USING THE SITE, YOU MAY BE EXPOSED TO CONTENT THAT YOU MAY FIND OFFENSIVE, INDECENT OR OBJECTIONABLE. UNDER NO CIRCUMSTANCES WILL NCM BE LIABLE IN ANY WAY FOR ANY PRODUCTS, SERVICES, SOFTWARE OR CONTENT. YOU AGREE THAT YOUR ACCESS TO THE SITES AND THE PRODUCTS, SERVICES, SOFTWARE, AND CONTENT IS AT YOUR OWN DISCRETION AND YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO OR USE OF THE SITE OR ANY PRODUCTS SERVICES, SOFTWARE, OR CONTENT. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, NCM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, AND THE PRODUCTS, SERVICES, SOFTWARE, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NCM MAKES NO WARRANTY THAT THE SITES, PRODUCTS, SERVICES, CONTENT OR SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS CRASHES, AND DOWNTIME OR OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS.
14.2 Limitation. IN NO EVENT WILL NCM BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SITE OR ANY PRODUCTS, SERVICES, SOFTWARE, OR CONTENT, EVEN IF NCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NCM’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO $100.
15 Indemnification. You hereby indemnify, defend, and hold harmless NCM and its Affiliates, employees, agents, contractors, assigns, licensors, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Sites, Services, Products, Software, or Content, or Your breach of any term of this Agreement. NCM will provide You with notice of any such claim or allegation, and NCM will have the right to participate in the defense of any such claim at its expense.
17. LINKED SITES OR SERVICES. The Site and Services may contain links to third-party sites or services that are not under the control of NCM, and NCM is not responsible for any content on any linked site or service. If You access a third-party site or service from a Site or through a Service, You do so at Your own risk. NCM provides links only as a convenience, and the inclusion of the link does not imply that NCM endorses or accepts any responsibility for the content on those third-party sites or services. NCM welcomes links to the Site. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by NCM or any group or individual affiliated with NCM. You may not use on Your site or through Your service any Content or Marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site or service the Content or other materials on the Site or provided through the Services without prior written consent.
18. POSTING ON OTHER WEBSITES. You are granted a limited revocable license to post an image of Your personal avatar and/or screen shot from Your account within the Sites and any other materials that NCM expressly gives You consent to post on other web sites, on Your own personal website or on a third party website that permits posting of content at the direction of users provided that such third party website (1) is not commercially competitive with NCM, (2) does not criticize or injure NCM, (3) does not obtain any rights to such content other than a non-exclusive license to post it at Your direction, and (4) does not charge for access to such content or associated products, services or advertising with such content, so long as the website where the link resides, and all other locations to which such site links, comply with all applicable laws and do not in any way abuse, defame, stalk, threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate, infringing, defamatory, profane, indecent, obscene, illegal/unlawful or otherwise objectionable information, topic, name or other material (an "Authorized Website"). All of NCM's rights and remedies are expressly reserved, and NCM may revoke this limited license, in whole or in part, at any time upon notice to You. Without limitation, the following terms and conditions apply to Your posting of a copy of Your avatar and/or screen shots on an Authorized Website: (1)You must display a prominent link to the Site's homepage in connection with any of Your use of Content permitted hereunder, including, without limitation, in e-mails You are sending friends; and (2) You agree to include, and not remove or alter, NCM's trademark, copyright or other proprietary rights notices, as provided by NCM on the Sites and within e-mail page(s), when displaying an avatar or images from a game, and You agree to comply with usage guidelines that may be provided by NCM from time to time. You agree that all goodwill that arises in connection with Your use of NCM's trademarks inures exclusively to NCM, and You agree not to challenge NCM's ownership or control of any NCM trademarks, nor use or adopt any trademarks that might be confusingly similar to such NCM trademarks.
19. NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to NCM by postal mail to the address for NCM listed on the Site. If applicable law requires that NCM accepts E-mail notices (but not otherwise), then You may send NCM an E-mail notice by emailing NCM at firstname.lastname@example.org. With respect to NCM's notices to You, NCM may provide notice of amendments by posting them on the Site and You agree to check for changes. In addition, or in lieu thereof, NCM may give notice by sending E-mail to the E-mail address You provide during registration for the Site. Notice shall be deemed given 24 hours after it is posted or an E-mail is sent, unless (as to E-mail) the sending party is notified that the E-mail address is invalid.
20. GENERAL TERMS.
20.1 Third-Party Beneficiaries. NCM’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Products, Services, Content, or Software to which they have rights.
20.2 Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder, and any attempt to do so will be null and void.
20.3 Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
20.4 Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
20.5 Choice of Law, Jurisdiction, Venue and Class Action Waiver. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, CO. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR NCM WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. To the maximum extent permitted by law, You permanently and irrevocably waive the right to bring any claim in any forum unless You provide the NCM with written notice of the events or facts giving rise to the claim within one (1) year of their occurrence.
20.6 International Users. The Sites are operated out of the United States of America. NCM does not represent that Content presented on the Sites is appropriate (or, in some case, unavailable) for use in other locations. If You access the Sites or Services from a jurisdiction other than the United States, You agree that You do so on Your own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable to Your use of the Sites. The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject NCM to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Service may be subject to United States export controls. Thus, no software from the Sites may be downloaded, exported or re-exported (1) into (or to a national or resident of) Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; (2) any country sanctioned by OFAC including, but not limited to, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine and Sudan or (3) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software, You represent and warrant that You are not located in, under the control of, or a national or resident of, any such country or on any such list.
20.7 Disputes with Others. NCM reserves the right, but has no obligation, to monitor and/or manage disputes between You and other users of the Sites. If You have a dispute with other users, You release NCM from and hereby agree to indemnify NCM against claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
20.8 Modifications. NCM reserves the right, at any time and without notice, to add to, change, update, or modify the Site, Services, or this Agreement, simply by posting such addition, change, update, or modification on the Site or providing it through the Services. Any such addition, change, update, or modification will be effective immediately upon posting on the Site or providing it through the Services and Your continued use of the Site or Services following posting or providing of any such addition, change, update, or modification will constitute Your agreement to be bound by the addition, change, update, or modification.
20.10 Apple, Inc. The mobile applications that are downloaded to an Apple Product uses the iOS software development kit from Apple, Inc. ("Apple"), however, NCM is solely responsible for the mobile applications and the content thereof. By using or accessing the applications via an Apple product, You acknowledge and agree that this Agreement is between You and NCM and not with Apple. Furthermore, Your access or use of the applications on an Apple product is limited to Apple products You own or control and as permitted by the usage rules set forth in the App Store Terms of Service. NCM is responsible for addressing any claims You may have related to the use and/or possession of an application, including, but not limited to: (i) product liability claims; (ii) any claim that an application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for any third party claim that an application, or Your possession and use of an application, infringes a third party’s intellectual property rights You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement but only to the extent it relates to the application used on an apple product, and Apple has the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.
20.11 Notices to California Consumers. Under California Civil Code Section 1789.3, California users of the Sites are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.