Last Updated: August 14, 2019
National CineMedia, LLC (together with National CineMedia, Inc., “NCM” or “We”) provides online offerings which consist of noovie.com (including without limitation noovie.com/arcade), shuffle.noovie.com, motherbrain.noovie.com, runner.noovie.com, fantasymovieleague.com, the Noovie, Noovie Fantasy Movie League, Noovie ARcade, and Name that Movie mobile applications, the Name that Movie website, and other websites and applications owned or operated by or on behalf of NCM from time to time (collectively, the “Sites”), as well as Products, Services, Virtual Currency, Virtual Goods, Software and Content (each as defined below) in connection with the Sites (collectively, together with the Sites, the “NCM Properties”).
1. USE OF THE NCM PROPERTIES; ADDITIONAL AGREEMENTS. You must be 13 years or older and permitted under applicable law to enter into this Agreement with NCM to access or use any NCM Property. If You are 13 or older and younger than 18 (or the age of majority in Your state or country of residence), You may access or use the NCM Properties only if You have Your parent’s or legal guardian’s prior permission, and such access or use will and hereby does constitute acknowledgment and acceptance by such parent or legal guardian of this Agreement and full responsibility for such access and use. Users of the NCM Properties who are under 18 are not eligible to win prizes. If and to the extent the Apple App Store and/or the Google Play Store modify their rules for downloading or using mobile applications, NCM shall not be responsible or liable for any such modifications, including any that vary from this Agreement. You may access and use the NCM Properties solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement between You and NCM or its partners, affiliates, or licensors (collectively, “Affiliates”) that applies to Your use of any NCM Property or portion thereof and to which You are required to agree before being given access to such NCM Property (each, an “Additional Agreement”). As between You and NCM, NCM is the exclusive owner of all NCM Properties and Marks. In the event of a conflict between this Agreement and any Additional Agreement), this Agreement shall control. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) AN ADDITIONAL AGREEMENT, YOU MAY NOT USE THE NCM PROPERTY TO WHICH SUCH ADDITIONAL AGREEMENT APPLIES.
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 any of the foregoing 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 a Site (each, a “Product” or “Service,” respectively). Unless otherwise indicated on the applicable Site, 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 must 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 such transaction and will pay all charges incurred in connection with any such transaction.
5. IN-GAME CURRENCIES/GOODS. The Sites may include or provide access to (1) virtual, in-game currency (“Virtual Currency”) including, but not limited to, coins, cash, or points, that may be purchased from NCM for actual money, (2) virtual, in-game digital items (“Virtual Goods”) that may be purchased from NCM with actual money or Virtual Currency and (3) actual items (e.g., movie posters) that may be purchased from NCM or a third-party provider (“Goods”), in each case only if You are of the age of majority in Your state or country of residence. Virtual Currency and Virtual Goods have no monetary value. Regardless of the terminology used, Virtual Currency and Virtual Goods may never be redeemed for actual money. Other than a limited, personal, revocable, non-transferable, non-sublicensable 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. NCM has the absolute right to manage, regulate, control, modify and/or eliminate such Virtual Currency and/or Virtual Goods and the availability of Goods as it sees fit in its sole discretion, and NCM shall have no liability to You or anyone for the exercise of any such right. Price and availability of Virtual Currency, Virtual Goods, and Goods are subject to change without notice. NCM further reserves the right, without prior notification, to limit the order quantity on any Virtual Goods or 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, You may not buy, sell or transfer any Virtual Currency or Virtual Goods for actual 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 this Agreement and may result in a lifetime ban from NCM Properties and possible legal action to the extent permissible under applicable laws and/or regulations. You agree that all sales of Virtual Goods, Goods and Virtual Currencies are final. No refunds will be given, except in NCM’s sole and absolute discretion. Virtual Goods and Virtual Currencies are forfeited if Your Account or access to the NCM Properties is terminated or suspended for any reason, in NCM's sole and absolute discretion, or if NCM discontinues providing the applicable Site. 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.
6. TERM AND TERMINATION. This Agreement will be effective on the date You first use any NCM Property and will continue until terminated. NCM may terminate this Agreement, and Your access to any NCM Property, 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 any NCM Property and direct You to cease using the NCM Property with or without notice to You and with or without cause. Upon any termination of this Agreement, all rights granted to You and all benefits accrued by You under this Agreement or any Additional 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 NCM Property. The terms and conditions of this Agreement and the Additional Agreements which by their nature should survive termination of this Agreement shall survive any termination of this Agreement.
7. SOFTWARE AND WIDGETS. The widgets and other software and code available on or for download through any of 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 an Additional Agreement that You may have entered into (or may enter into) relating to any Software (each such Additional Agreement, a “Software License Agreement”) or as otherwise set forth in this Section 7, NCM grants You only a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable right for the term of this Agreement 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. In the event of an express conflict between a third-party license and this Agreement, such third-party license shall control solely with respect to the specific Third-Party Software.
8. CONTENT. The text, files, images, graphics, illustrations, information, data, audio, video, photographs, advertising, and other content and materials comprising, available on or provided from or through any Site, Product, Service or Software, and all Intellectual Property Rights in any of the foregoing (collectively, “Content”), as between You and NCM, are owned or licensed exclusively by NCM and its Affiliates (unless expressly stated otherwise in the applicable Site). Except as expressly set forth in this Agreement or the applicable Additional Agreement (the “Content Agreement”) or Site, You are granted no licenses or ownership rights, whether by implication, estoppel, or otherwise, in or to any Content, 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 any Site or Content without the prior written permission of NCM. If You would like to use any Site or Content in a manner that is not expressly permitted in this Agreement or any applicable Content Agreement, please send Your request to NCM by emailing NCM at firstname.lastname@example.org.
9. MARKS. All trademarks, trade names, service marks and names, logos, banners, and page headers displayed on any NCM Property (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. You agree that all goodwill that arises in connection with Your use of Marks inures exclusively to NCM, and You agree not to challenge NCM’s ownership or control of any Marks, nor use or adopt any trademarks that might be confusingly similar to any Marks.
10. USER POSTINGS AND UPLOADS. The Sites 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 or through 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;
- is illegal in any way or that advocates or promotes illegal activity;
- is an advertisement or solicitation of funds, goods, or services;
- promotes violence or describes how to perform a violent act; or
- is in violation of this Agreement (including without limitation Section 11 below, regarding user conduct), any applicable Additional Agreement or any specific forum, chat or 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. By providing or uploading any User Content to the Sites or through the Services, unless otherwise stated in a separate written agreement entered into by You and NCM in connection with Your upload of such User Content, You hereby grant NCM a nonexclusive, royalty-free, perpetual, irrevocable, fully transferable and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from and distribute 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 User 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 or any Content therein and that the Sites may contain Content (including user content) which You find offensive, and You hereby waive any objections or claims 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 any NCM Property to harvest or collect e-mail addresses or other contact information of other users from any NCM Property by electronic or other means for the purposes of sending unsolicited e-mails or other communications;
- use any NCM Property in any unlawful manner or in any other manner that could damage, disable, overburden or impair any NCM Property;
- use any NCM Property 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 any NCM Property;
- use any NCM Property 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 any NCM Property;
- remove, bypass or circumvent any electronic protection measures on any NCM Property;
- remove, alter, or obscure any copyright or other proprietary rights notices included on any NCM Property;
- upload to a Site or provide to NCM any code or device capable of or intended to interrupt, harm or damage any NCM Property or the operation or provision thereof;
- reveal any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number, birth date, driver’s license, Social Security, or passport number, or any information that may be used to identify, track, contact or impersonate that individual;
- attempt to impersonate any other person;
- 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, any of its Affiliates or any NCM Property;
- violate this Agreement, any Additional Agreement, the terms of any Third-Party Service, or any third-party license, 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, 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 any NCM Property or any feature that restricts or enforces limitations on use of or access any NCM Property;
- sell any NCM Property or any part thereof including but not limited to Virtual Goods or Virtual Currency, user accounts and access to any of the foregoing 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 any NCM Property.
12. CLAIMS OF INFRINGEMENT. Just as NCM requires users of the NCM Properties 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 any Site without authorization in a way that constitutes copyright infringement, You may notify NCM’s designated Copyright Infringement Agent by mail or e-mail to:
National CineMedia, LLC Attn: Legal Department 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111
In order for NCM’s Copyright Infringement Agent to act on Your notice, You must 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 You, Your agent, or the law;
- a statement of the accuracy of the notice and, under penalty of perjury, that You are the owner or 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 all Additional Agreements, and, if You are accepting this Agreement or any Additional Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement and the Additional Agreements; and (2) You have the legal right and authority to perform Your obligations under this Agreement and the Additional Agreements and to grant the rights and licenses described in this Agreement and in any applicable Additional Agreement.
14. DISCLAIMER AND LIMITATION OF LIABILITY.
14.1 Disclaimer. ACCESS TO AND USE OF THE NCM PROPERTIES AND THE GOODS IS AT YOUR SOLE RISK, AND YOU ASSUME ALL SUCH RISK (INCLUDING THE RISKS OF PHYSICAL INJURY AND PROPERTY DAMAGE ARISING OUT OF YOUR ACCESS TO OR USE OF ANY ELECTRONIC DEVICE OR VIDEO GAME IN CONNECTION WITH THE NCM PROPERTIES, SUCH AS SEIZURE, MUSCLE AND EYE INJURY, ELECTRIC SHOCK, MOTION SICKNESS, DEVICE AND TELEVISION DAMAGE, AND BATTERY LEAKAGE). ALL NCM PROPERTIES AND GOODS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NCM HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY NCM PROPERTY OR GOOD, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING, NCM MAKES NO WARRANTY THAT ANY NCM PROPERTY OR GOOD WILL BE COMPLETE, ACCURATE, AVAILABLE, TIMELY, SECURE, RELIABLE, ERROR-FREE OR FREE FROM INTERRUPTIONS, CRASHES, DOWNTIME OR OTHER FAILURES, OR WILL MEET YOUR REQUIREMENTS. UNDER NO CIRCUMSTANCES WILL NCM, any of its Affiliates or related companies, any third-party providers of Goods or other products or services associated with any NCM Property, or any of the respective owners, directors, officers, employees, agents, contractors, licensors, licensees or representatives of any of the foregoing (collectively, the “Releasees”) BE LIABLE IN ANY WAY FOR ANY NCM PROPERTY OR GOOD, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO OR USE OF ANY NCM PROPERTY OR GOOD.
14.2 Limitation; Waiver. IN NO EVENT WILL ANY RELEASEE BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE, AND GOODWILL AND OTHER INTANGIBLE LOSSES), WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RESULTING FROM OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) ANY NCM PROPERTY OR GOOD (INCLUDING ANY PHYSICAL INJURY OR PROPERTY DAMAGE SUSTAINED IN CONNECTION WITH SUCH ACCESS OR USE), 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 OR ANY ADDITIONAL AGREEMENT IS LIMITED TO $100.
15. Indemnification. You hereby agree to indemnify, defend, and hold harmless the Releasees 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 or arise out of (1) a breach or alleged breach by You of this Agreement, (2) violation by You of any applicable law, rule or regulation, (3) any User Content or (4) Your access to or use of any NCM Property or Good. 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 NCM Properties may contain links to third-party sites or services that are not under the control of NCM, and NCM is not responsible or liable for any such linked site or service (including any content therein). If You access a third-party site or service from a NCM Property, 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 third-party site or service. NCM welcomes links to the Sites. You may establish a link to a 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, Marks or other materials appearing on any Site in establishing the link or otherwise without NCM’s prior written consent.
18. POSTING ON OTHER WEBSITES. You are granted a limited revocable license to post (1) an image of Your personal avatar and/or screen shot from Your account within the Sites and (2) any other materials that NCM expressly gives You consent to post on other web sites (“Authorized Websites”) that permit posting of content at the direction of users provided that such third-party website (a) is not commercially competitive with NCM, (b) does not criticize or injure NCM, (c) does not obtain any rights to such content other than a non-exclusive license to post it at Your direction, and (d) does not charge for access to such content or associated products, services or advertising with such content, and so long as the website where the material 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. 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: (i)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; (ii) You agree to include, and not remove or alter, NCM’s Marks or other proprietary rights notices, as provided by NCM on the Sites and within e-mail page(s); and (iii) You agree to comply with usage guidelines that may be provided by NCM from time to time.
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 email@example.com.
20. GENERAL TERMS.
20.1 Third-Party Beneficiaries. NCM’s Affiliates are intended third-party beneficiaries under this Agreement and each Additional Agreement with the right to enforce the provisions that directly concern NCM Properties 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 with respect to the subject matter hereof and supersedes any and all prior oral and written agreements or understandings between the parties regarding such subject matter. 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 for any dispute arising in connection with this Agreement or any Additional Agreement. 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 connection with this Agreement or any Additional Agreement in any forum unless You provide 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, available) for use in other locations. If You access any NCM Property 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 such NCM Property. 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 any NCM Property 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 may be subject to United States export controls. Thus, no Software 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 the Office of Foreign Assets Control 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 NCM Properties. You release NCM from and hereby agree to indemnify, defend and hold harmless the Releasees 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 any such dispute.
20.8 Modifications. NCM reserves the right, at any time and without notice, to add to, change, update, or modify any NCM Property or this Agreement or any Additional Agreement, simply by posting such addition, change, update, or modification on the applicable Site or providing it through the Services. If We make material changes to the Agreement, We’ll provide You with prominent notice as appropriate under the circumstances, either by displaying a prominent notice within the Site, requesting your acceptance when you access the Services, or by sending an e-mail to Your registered e-mail address. You are responsible for monitoring the Site for such changes. Any such addition, change, update, or modification will be effective immediately upon posting on the Site or providing it through the Services. 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. If You do not agree to be bound by the addition, change, update, or modification, You cannot use the Site or associated NCM Properties and you must exit the Site and refrain from using any Products, Services, Content or Software that You obtained from the Site.
20.10 Apple, Inc. The NCM mobile applications that are downloaded to an Apple product use the iOS software development kit from Apple, Inc. (“Apple”), but NCM is solely responsible for such 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 NCM 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 NCM application, including, but not limited to: (1) product liability claims; (2) any claim that an NCM application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for any third-party claim that an NCM application, or Your possession and use of an NCM 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 an NCM 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.