THIS AGREEMENT DESCRIBES THE TERMS AND PROVISIONS APPLICABLE TO YOUR USE OF OUR SERVICES AVAILABLE UNDER THE DOMAIN AND SUBDOMAINS OF CINEMASCORE.COM, ANY OTHER ROMIN WEBSITE, AND ANY AFFILIATED WEBSITES (COLLECTIVELY “CINEMASCORE.COM” OR THE “WEBSITE”) AND APPLY GENERALLY TO OUR AFFILIATES, SUBSIDIARIES, AND JOINT VENTURES. ROMIN PROVIDES THE CINEMASCORE.COM WEBSITE AND RELATED SERVICES SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT. PLEASE REVIEW THIS AGREEMENT CAREFULLY AND REGULARLY AS IT LIMITS OUR LIABILITY AND ALSO LIMITS YOUR REMEDIES.
Romin’s services consist of the following, without limitation:
Providing the public with the overall CinemaScore® grades calculated by Romin and assigned to motion pictures graded by Romin (the “Overall CinemaScore® Grade”);
Providing online access to Registered Users (designated employees of companies that have contractually agreed to subscribe to and use Romin’s motion picture survey services) to Romin’s survey database information relating to the motion pictures graded by Romin;
Allowing registered users to sign up to receive e-mails;
Allowing registered users to retrieve database information relating to motion pictures. Such information may include, but is not limited to alpha-numeric searches, chronological searches, specific movie criteria searches, comparable movie searches, and real time reporting of polling results. The level of access given to each registered user will vary depending on the specific contractual agreement that each registered users’ employer has with Romin.
(collectively, the “Cinemascore Services” or “Services”)
Romin may offer additional services or revise any of the Cinemascore Services, at its discretion, and this Agreement will apply to all additional services or revised Cinemascore Services. Romin also reserves the right to cease offering any of the Cinemascore Services.
This Agreement is subject to change by Romin in its sole discretion at any time, with or without notice. Registered Users of the Website will be directed to accept any revised terms of this Agreement as a condition of continue access to the Cinemascore Services for Registered Users. For non-Registered Users, your continued use of this Website or the Cinemascore Services after the public posting of revisions to this Agreement will constitute your acceptance of such revisions. The date when the Agreement was last revised is reflected above. ROMIN RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED IN AND TO THE WEBSITE AND ITS CONTENT.
1.1 This Agreement applies to all users of any services on CINEMASCORE.COM. CINEMASCORE.COM may contain links to third party websites that are not owned or controlled by Romin. Romin has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
2. INTELLECTUAL PROPERTY INFORMATION
2.1 All content on the CINEMASCORE.COM website, including without limitation, the text, databases, information, software, scripts, tools, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Romin. The Content and Marks are protected to the maximum extent permitted by intellectual property laws and international treaties. Content displayed on or through CINEMASCORE.COM is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions.
2.2 Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Romin.
2.3 You further agree not to reproduce, duplicate or copy Content from CINEMASCORE.COM without the express written consent of Romin, and agree to abide by any and all copyright notices displayed on the CINEMASCORE.COM. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in CINEMASCORE.COM. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of CINEMASCORE.COM.
3. WARRANTY DISCLAIMER
3.1 THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ROMIN PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE WEBSITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES. ROMIN DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. ROMIN DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
3.2 Opinions, advice, statements, offers, or other information or content made available through the Website, but not directly by Romin, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. ROMIN DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN ROMIN. UNDER NO CIRCUMSTANCES WILL ROMIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE, OR TRANSMITTED TO ANY USERS.
3.3 ROMIN, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, ANY WEBSITE-RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR WEBSITE-RELATED SERVICES IS TO STOP USING THE WEBSITE AND/OR THOSE SERVICES. UNDER NO CIRCUMSTANCES WILL ROMIN’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE WEBSITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID ROMIN FOR THE USE OF ANY SERVICES, THE AMOUNT OF US $10.00 OR ITS EQUIVALENT.
3.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROMIN, ITS AFFILIATES AND ITS SPONSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES.
3.5 Although Romin attempts to ensure the integrity and accurateness of CINEMASCORE.COM, it makes no guarantees whatsoever as to the correctness or accuracy of the Website, the Content, or any other information on the Website. It is possible that the Website could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the site by third parties. You agree that Romin will have no liability to you arising from any incorrect information. In the event that an inaccuracy arises or is discovered, please inform Romin immediately so that it can be corrected.
4. WEBSITE ACCESS AND USE
4.1 In order for us to establish an account that enables you to be a Registered User and access the Cinemascore Services, you will have to submit a valid e-mail address to Romin, which will serve as your username for the Website. You will also be required to create a unique password for your account.
4.2 By the establishing of an account, Romin hereby grants you a limited, revocable, nonexclusive license to access the Website www.CinemaScore.com for your own individual authorized use. Unless expressly agreed to in writing by Romin, you may never use another’s account, you may not authorize others to use your account (including but not limited to the other individuals that are employed by the same company that has the subscription with Romin to access the Content on the Website), and you may not assign or otherwise transfer your account to any other person or entity. You also agree to notify us if you stop working for the company that has a subscription with Romin and/or CINEMASCORE.COM, or are no longer authorized by your company to access the CINEMASCORE.COM website
4.3 It is your responsibility to maintain the validity of this information. If you change your e-mail address, please inform Romin and/or CINEMASCORE.COM immediately so they can update your registration information on the Website with your new e-mail address. Failure to maintain a valid email address may result in the inability of you to use the Website or the Cinemascore Services.
4.4 You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You acknowledge that Romin is not responsible for third party access to your account that results from theft or misappropriation of your user names and passwords. You must notify Romin immediately of any breach of security or unauthorized use of your account. Although Romin will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Romin or others due to such unauthorized use.
4.5 The Website and Cinemascore Services are intended for use in the United States. You will only use the Cinemascore Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations. To the extent that the Cinemascore Services are not legal in your jurisdiction, you may not use the Cinemascore Services. The Cinemascore Services may not be used where prohibited by law.
4.6 You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses CINEMASCORE.COM. You agree not to collect or harvest any personally identifiable information, including account names, from CINEMASCORE.COM, nor use the Website for any commercial solicitation or illegal or improper purposes. Notwithstanding the foregoing, Romin grants the operators of recognized international public search engines, such as Google and Yahoo permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials. Romin reserves the right to revoke these exceptions either generally or in specific cases.
4.7 You will not harass, annoy, intimidate or threaten any Romin employees or agents engaged in providing any portion of the Cinemascore Services to you.
4.8 You will promptly report to Romin any known violation of this Agreement by others.
6.1 You agree to defend, indemnify and hold harmless Romin, its affiliated companies, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
a. your use of and access to the CINEMASCORE.COM website;
c. your violation of any third party right, including without limitation any copyright, property, or privacy right.
7. ASSIGNMENT / MODIFICATION
Registered Users of the Website will be directed to accept any revised terms of this Agreement as a condition of continue access to the Cinemascore Services for Registered Users. For all other users, such modifications shall become effective immediately upon the posting thereof. Your continued use of this Website or the Cinemascore Services after the public posting of revisions to this Agreement will constitute your acceptance of such revisions. You must review this agreement on a regular basis to keep yourself apprised of any changes.
8. GOVERNING LAW / DISPUTES
8.1 You agree that the CINEMASCORE.COM website shall be deemed solely based in the State of Nevada.
8.2 The CINEMASCORE.COM website shall be deemed a passive website that does not give rise to personal jurisdiction over Romin, either specific or general, in jurisdictions other than Nevada.
8.3 Governing Law: This Agreement will be governed and interpreted in accordance with the internal laws of the State of Nevada applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws.
8.4 Disputes: Any dispute, claim or controversy arising out of or relating to the CINEMASCORE.COM website, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Las Vegas, Nevada, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. You and we will each pay one-half of the costs and expenses of such arbitration, and each of the parties will separately pay its counsel fees and expenses.
8.5 Damages: Romin will not be liable for any consequential, indirect, exemplary, special or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising from or relating to your use of the CINEMASCORE.COM website and the Cinemascore Services.
8.6 Severability: In the event that any of the provisions of this Agreement will be held to be invalid or unenforceable in whole or in part, all other provisions of this Agreement shall nevertheless remain in full force and effect and will continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement. Upon such determination that any provision is invalid or unenforceable, such term or other provision will be interpreted so as to best accomplish the intent of the parties.