Terms and Conditions

IndieFilmSpot.com Unlimited Cinema Subscription Agreement

Terms and Conditions IndieFilmSpot Unlimited Cinema Subscription Agreement THIS IndieFilmSpot SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU, AS THE END USER("YOU," "YOUR" OR "YOURSELF"), AND StrikeTheSet, LLC. (D/B/A IndieFilmSpot) ("OUR," "US," "WE" OR "IndieFilmSpot"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE IndieFilmSpot UNLIMITED CINEMA SUBSCRIPTION SERVICE. BY REGISTERING FOR THE SERVICE, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE REGISTRATION PROCESS. 1. ENROLLMENT IN THE SERVICE 1.1 IndieFilmSpot currently provides a web site for sampling and purchasing filmed, video and animated entertainment in downloadable . Consumers may purchase certain films and products offered on the site or may enroll in the IndieFilmSpot Unlimited Cinema Subscription Program (the "Service"). The Service consists of two versions of a subscription plan whereby, for a monthly fee and subject to certain limitations as described herein, you are granted the rights to our catalog of entertainment files. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to download or stream and view or listen to the files. You must be at least 18 years of age to enroll. To begin the enrollment process, you must complete the Service registration process located on our web site at <http://www.IndieFilmSpot.com/> ("IndieFilmSpot Site"). 1.2 The Service currently includes access to substantially all of the files available at IndieFilmSpot. However, due to contractual or other restrictions or limitations, from time to time, some entertainment available for sale at IndieFilmSpot on an individual basis may not be available under the Service. 2. MODIFICATION We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by e-mail where reasonably possible and a change notice will be posted at http://www.IndieFilmSpot.com/. If any modification is unacceptable to you, you agree that your only recourse is to terminate this Agreement. Your continued use of the Service following our posting of a change notice or new agreement on the IndieFilmSpot Site will constitute your binding acceptance of the change. 3. YOUR REGISTRATION OBLIGATIONS You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). Once you subscribe to the Service, you shall receive a password and an account. You are solely and entirely responsible for maintaining the confidentiality of your password. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed. 4. IndieFilmSpot PRIVACY POLICY Pursuant to the IndieFilmSpot Privacy Policy, IndieFilmSpot may occasionally release aggregate Registration Data about user trends to third parties, such as sales based on zip code. However, we will not give out individual sales information unless required to do so by law. The IndieFilmSpot Privacy Policy is set forth at http://www.IndieFilmSpot.com/ and may be amended at any time in our sole discretion. 5. TECHNOLOGICAL AND USE LIMITATIONS 5.1 IndieFilmSpot will make reasonable efforts to keep the IndieFilmSpot Site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. IndieFilmSpot also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that IndieFilmSpot shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service. 5.2 The Service has been developed to allow individual end users the opportunity to sample and experience a broad catalog of entertainment at a very reasonable price. By enrolling in the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party or through any other means. You may only make copies of any file obtained through the Service for your own personal use. 5.3 Because the Service is designed for personal sampling and use, you are not allowed to use any automated system for the selection or downloading of files. IndieFilmSpot reserves the right to immediately and permanently terminate your access to the Service if IndieFilmSpot believes that you are violating such limitation. 6. TERM, FEES AND PAYMENTS 6.1 By registering for the Service, you agree to the fee designated for the Service level you select. Subject to your right to terminate the Service prior to the expiration of the Trial Period as described in the following section, you agree to pay the following amounts for the minimum period specified: Broadband Service: 12 month | Minimum Period: 12 months | Cost: $6.99 per month Broadband Service: Quarterly | Minimum Period: 3 months | Cost: $9.99 per month Broadband Service: 1 month | Minimum Period: 1 months | Cost: $10.99 per month Subject to the terms in Section 6.7 below, your subscription will continue automatically at the monthly rate applicable to the Service which you have selected unless terminated by IndieFilmSpot or until you notify IndieFilmSpot of your decision to terminate the Service. Upon the expiration of the initial period, your subscription will automatically renew on a month to month basis at the same monthly rate, as applicable, unless you elect to terminate the Service or enroll in another version of the Service. You must cancel the service prior to the start of each new 30 day period in order to avoid getting billed for such period. 6.2 Once you have signed up for the Service, you will be allowed a period ("Trial Period") during which you can try out the Service. If you terminate the Service prior to the expiration of the Trial Period, you will not have any further obligation with respect to the version of the Service to which you have committed. The Trial Period will expire upon the earlier of (i) your having viewed or downloaded 30 files from the Service or (ii) 30 days following the date you initially sign up for the Service. 6.3 At the beginning of every three months during the term of this Agreement following the expiration of the Trial Period, the monthly fees for use of the Service will be billed automatically to the credit card you designated during the Service registration process or subsequently designated to IndieFilmSpot. You agree to pay or have paid all fees and charges incurred in connection with your unique ID and password for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. If you want to designate a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Service using your ID and password without your authorization, you must contact IndieFilmSpot at CustomerService@ifspot.com. 6.4 Payment must be made by a major credit card accepted by IndieFilmSpot (currently, VISA and MasterCard). Cash will not be accepted. The billing period ends at the end of the third month of your activation date ("Billing Date"). If, however, the Billing Date would be the 29th, 30th or 31st day of a month, the Billing Date will be the first day of the following month. If IndieFilmSpot does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by IndieFilmSpot. Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT IndieFilmSpot, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. 6.4a If IndieFilmSpot does not receive the full amount of your Service account balance within thirty (30) days of the Billing Date, a late payment charge of one and one-half percent (1.5%) per month (or the highest amount allowed by law, whichever is lower) may be added to your bill and immediately become due and payable. Unless you notify IndieFilmSpot of any discrepancies within sixty (60) days after they first appear on your account statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release IndieFilmSpot from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to IndieFilmSpot within sixty (60) days of its first appearance on an invoice or credit card statement. 6.5 You agree to pay IndieFilmSpot all reasonable attorney's fees and costs incurred by IndieFilmSpot to collect any past due amounts. Your account may be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Service account. 6.6 You are responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use or value-added taxes. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Service. 6.7 IndieFilmSpot RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY IndieFilmSpot, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.IndieFilmSpot.com/. IndieFilmSpot MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA E-MAIL. If any such change is unacceptable to you, you may terminate your subscription to the Service, as provided in Section 7 below. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE. 7. TERMINATION 7.1 You agree that IndieFilmSpot, in its sole discretion, may terminate your ID, password, account (or any part thereof) or use of the Service for any reason, including, without limitation, if IndieFilmSpot believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. IndieFilmSpot may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that IndieFilmSpot may immediately deactivate or delete your account and/or bar any further access to the Service. Further, you agree that IndieFilmSpot shall not be liable to you or any third-party for any termination of your access to the Service. 7.2 You may terminate this Agreement and your subscription to the Service at any time. HOWEVER, IF YOU TERMINATE YOUR SUBSCRIPTION PRIOR TO THE END OF THE MINIMUM SUBSCRIPTION PERIOD TO WHICH YOU HAVE COMMITTED, YOU WILL BE REQUIRED TO PAY IndieFilmSpot A TERMINATION FEE EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MONTHLY SERVICE FEE MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE INITIAL PERIOD, AS APPLICABLE. 7.3 Termination of this Agreement shall not relieve you of any obligations to pay accrued charges, including any prorated charges accrued for the billing cycle in which this Agreement is terminated. The payment in advance for the next month's service level is nonrefundable. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 Only you may access the Service using your ID and password, unless otherwise agreed to in writing by IndieFilmSpot. The content available through the Service is the property of IndieFilmSpot or its licensers and is protected by copyright and other intellectual property laws. Content received through the Service may be used and played for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, make available to third parties or circulate the content received through the Service to anyone or to exploit any such content for commercial or noncommercial purposes without the express prior written consent of IndieFilmSpot. You agree to indemnify and hold harmless IndieFilmSpot for your failure to comply with this Section 8.1. 8.2 You acknowledge that IndieFilmSpot retains exclusive ownership of the Service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and IndieFilmSpot reserves all rights not expressly granted hereunder. You shall promptly notify IndieFilmSpot in writing upon your discovery of any unauthorized use or infringement of the Service (or its contents) or IndieFilmSpot's patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. 9. DISCLAIMER OF WARRANTIES YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE IndieFilmSpot SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE IndieFilmSpot SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. 10. LIMITATION OF LIABILITY YOU HEREBY AGREE THAT WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT. 11. MISCELLANEOUS This Agreement is governed by the laws of the State of New Jersey , U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the jurisdiction of and venue in the federal and state courts located in Trenton County, New Jersey, U.S.A. in all disputes arising out of or relating to the Service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates). Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 11. You shall not use the Service in any manner contrary to local, state or federal law. IndieFilmSpot expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice for your failure to comply with any such local, state or federal law. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. This Agreement constitutes the entire agreement between you and us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.