Effective Date: April 22, 2022.
Last Updated: July 5, 2023.
1. Introduction and Overview
In some instances, both these Terms and separate terms and conditions (“Additional Terms”) will apply to your use of the Service. This may include promotions, sweepstakes/contests, subscription services, auctions, and loyalty and rewards programs, as well as return policies for certain transactions. We will notify you to the extent Additional Terms apply to your use of the Service. If there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
We reserve the right to change these Terms from time to time for any reason, which shall be effected by posting the updated Terms here. Your use of the Service after we post any changes to these Terms constitutes your agreement to those changes from the date of such changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version.
2. Agreement to Arbitrate Disputes; Choice of Law
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. DO NOT USE THE SERVICE IF YOU DO NOT AGREE TO THE FOLLOWING BINDING ARBITRATION TERMS (the “Agreement to Arbitrate Disputes”).
A. We Both Agree to Arbitrate.
B. What is Arbitration.
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
C. Arbitration Procedures.
- Write a demand for Arbitration. The demand must include a description of the claim and the amount of damages sought to be recovered. You can find a copy of a demand for arbitration at www.jamsadr.com/submit/.
- Send three copies of the demand for arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111.
- Send one copy of the demand for arbitration to the other party.
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden, and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement shall be held in the United States in New York, NY under New York law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
D. Authority of Arbitrator.
The arbitrator will decide the rights and liabilities, if any, of you and A24, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and A24.
E. No Class Actions.
YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
F. Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and A24 in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND A24 WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
G. Choice of Law/Forum Selection.
In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a federal or state court of competent jurisdiction located in New York, NY.
3. Use of Our Service
The Service contains, among other things: (i) materials and other items relating to A24 and its products and services, and similar items from our licensors and other third parties, including layout, information, product descriptions, databases, pricing information, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of A24; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of A24 or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
B. Limited License.
Subject to your strict compliance with these Terms and any applicable Additional Terms, A24 grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, and play the Content on a personal computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”) of the Content as it is displayed to you, in each case for your own personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in A24’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
C. Accounts and Guest Checkout.
Certain features of the Service may require you to register an account or checkout as a guest. When registering an account or checking out as a guest, you agree to provide true, accurate, current, and complete information. When registering an account, you further agree to: (i) maintain and update the information in your account to keep it true, accurate, current, and complete; (ii) protect and prevent unauthorized access to your account; (iii) not transfer or share your account with any third party; and (iv) immediately notify us of any suspected or actual unauthorized use of your account or breach of security.
If you provide us with payment information – such as a credit card number, CVV, and expiration date – you represent and warrant that you are the rightful owner of such payment method and that you are authorized to lawfully use such payment method.
D. Minors; Restrictions and Rules of Conduct.
You may not: (i) use the Service or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to A24; (iii) harvest, “scrape”, or use any other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Service or Content; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any applicable Additional Terms.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.
E. Availability; Suspension or Termination of Access.
Unless otherwise prohibited by applicable law, A24 may, in its sole discretion, and at any time, suspend or terminate the availability of the Service and/or Content (and any products or services sold through the Service), in whole or in part, to any individual user or all users, for any reason, in A24’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from A24, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content. You agree that you do not have any rights in the Service or Content and that A24 will have no liability to you if the Service and/or Content is discontinued, or if your ability to access the Service or Content is terminated.
F. Reservation of Rights.
All rights not expressly granted to you are reserved by A24 and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Service for any purpose is prohibited.
4. User Submissions
You may have the opportunity to submit ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through the Service or other platforms, including by “tagging” us or engaging with us in social media posts on third-party platforms (collectively, “Submissions”). By making a Submission, you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever (including for advertising and marketing purposes), in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.
You understand and agree that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions.
Certain products or services may be available for purchase through the Service. By making a purchase through the Service, you represent that you are at least the age of majority in your state of residence. You are solely responsible for any taxes applicable to your transaction. Products purchased through the Service may only be used for individual, personal use. It is prohibited to re-sell or re-distribute any product or service. You are strictly prohibited from using any product or service for any illegal or unauthorized purpose.
We do not accept returns. If you have an issue, please email us at firstname.lastname@example.org within 30 days of placing your order, and we will try our best to find a solution. Please include your order number in the subject line. Exchanges can generally be made within 30 days of placing your order, so long as your item remains unopened. Please understand that our items are limited, and we might not have your desired size. We cannot exchange one item for a different item. Email email@example.com and include your order number and the size you would like.
We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. We may choose to limit product availability only to individuals who have a current Membership (as defined and described in Section 9), or we may offer discounts, exclusive “first look” shopping windows, or other incentives only to individuals who have a current Membership.
All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Service is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the products or services will be corrected.
All physical products you purchase from the Service are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you as soon as we provide the product to the carrier or shipping company.
Products shipped to destinations outside the United States will be imported on your behalf. You authorize us to import the products on your behalf. Further, you agree that we may delegate the obligation to import the products on your behalf to a subcontractor (e.g., customs broker). You will pay the taxes & duties in addition to the purchase price of the products.
We do our best to describe every product or service offered on our Service as accurately as possible. However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications, A24 shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to our cancellation, we will issue a credit to your account in the amount of the charge. Additional Terms may apply. If a product or service you purchased from A24 is not as described, your sole remedy is to cancel the purchase and receive a credit for the purchase price (except for Premium Memberships, which are subject to the cancellation terms described in Section 9 below).
You are responsible for providing an accurate and current delivery address each time you place an order. We are not responsible or liable for lost packages if the item is delivered to the address you indicated in your purchase, and we are not responsible or liable for stolen packages. We may or may not replace lost or stolen packages in our sole discretion.
6. Customer Support
If you have any questions or comments, please send an e-mail to us at firstname.lastname@example.org. You acknowledge that the provision of support is at A24’s sole discretion and that we have no obligation to provide you with customer support of any kind. When you communicate with us electronically, you consent to receive communications from us electronically in relation to your communications. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. Third Party Services
Our Service may contain content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third Party Services”), such as social network sites. We may also integrate third party technologies into our Service and host our content on Third Party Services. These Third Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk.
8. Service Features
A. Wireless Features.
You can opt out of receiving promotional e-mails from us at any time by following the instructions in the e-mails to click on the unsubscribe link, or by sending an e-mail to us at email@example.com, with the word UNSUBSCRIBE in the subject field of the e-mail. Please note that your opt out is limited to the e-mail address used and will not affect subsequent subscriptions or non-promotional communications, such as those about your account, transactions, servicing, or A24’s ongoing business relations. You can opt out of receiving text messages from us at any time by responding STOP to any text message we send you.
9. Premium Memberships
This Section 9 applies only if you purchase a premium membership through AAA24, A24’s membership experience (a “Membership”). If you purchase and maintain a current Membership, you will be entitled to certain membership benefits and incentives as are described to you at the time of your purchase or otherwise provided to you from time to time.
A. Recurring Membership; Automatic Renewal.
You acknowledge and agree that your Membership will automatically renew (subject to applicable law) at the periodic frequency purchased, unless you cancel your Membership, or unless we suspend or terminate your Membership in accordance with these Terms. We will automatically renew your Membership and charge your payment method for the then-current amount upon each such renewal. You authorize this renewal by agreeing to the automatic renewal of your Membership, and these Terms, during the Membership sign-up process.
Memberships may be canceled at any time. You may cancel by either: (1) Visiting your Account page in the AAA24 membership center and clicking “Cancel membership”; or (2) e-mailing us at firstname.lastname@example.org (and noting in the subject line of your email that you would like to “Cancel membership”).
After your cancellation request is processed, your payment method will no longer be charged at the next renewal date. However, you will not receive a prorated refund for the unused portion of the then-current subscription term during which you cancel your Membership. To avoid being charged for the next renewal term of your Membership, you must cancel at least two (2) business days before the next scheduled renewal date.
If you cancel or modify your Membership, you will enjoy your Membership benefits until the end of the then-current Membership term for which you have paid.
C. Birthday Rewards.
Memberships may include eligibility for special gifts for your birthday, in accordance with the perks and benefits described at the time of purchase. If available, you will be entitled to no more than one birthday gift per calendar year. When you purchase a Membership, you must provide truthful and accurate information, including your date of birth. If you update your date of birth in an attempt to receive an extra birthday gift, we reserve the right to terminate your Membership without providing a refund.
You have seven (7) calendar days from your date of birth to redeem a birthday gift.
D. Social Media Access.
You must also request to follow the @a24closefriends account on Instagram to be able to view our Close Friends content. If you do not follow @a24closefriends, on Instagram, you will miss out on the social media access benefits associated with your membership.
E. Changes; Cancellation.
We may change the availability, pricing, terms, structure, and benefits and incentives of Memberships at any time in our sole discretion. We may cancel individual Memberships or the entire Membership program at any time, with or without notice, for any reason or no reason. If we cancel your Membership before it has expired, we will provide a prorated refund for the value of the time that remained in your current Membership term.
10. Video On-Demand Platform
This Section 10 applies only if you access, rent, or purchase digital content (the "Digital Content") through A24's Video On-Demand Platform (the "Platform"), available via the internet and as a mobile application.
A. Available Digital Content.
The Platform may allow you to: (i) access Digital Content for free during a limited period of time during a subscription period (for example, as part of an AAA24 membership or a standalone video subscription offering) (“Subscription Digital Content”), (ii) rent Digital Content for on-demand viewing over a limited period of time (“Rental Digital Content”), (iii) purchase Digital Content for on-demand viewing over an indefinite period of time (“Purchased Digital Content”), and/or (iv) access Digital Content on a free, ad-supported or promotional basis for viewing over a limited period of time (“Free Digital Content”). Digital Content may be available as Subscription Digital Content, Rental Digital Content, Purchased Digital Content, Free Digital Content, or any combination of those, and in each case is subject to the limited license grant below.
B. Availability of Purchased Digital Content.
Purchased Digital Content will generally continue to be available to you for download or streaming from the Platform, as applicable, but may become unavailable due to potential content provider licensing restrictions or for other reasons, and A24 will not be liable to you if Purchased Digital Content becomes unavailable for further download or streaming.
C. Streaming Digital Content.
The Digital Content can be streamed through the Platform over an active internet connection. The quality of the display of the streaming Digital Content may vary from device to device, and may be affected by a variety of factors, including your location and the speed of your internet connection. Any Digital Content provided via live feeds may be subject to a brief delay, and may be edited or paused on occasion. The time it takes to begin watching Digital Content will also vary based on a number of factors, including your location, available bandwidth at the time and the configuration of your device. A24 makes no representations or warranties about the quality of your watching experience on your device.
D. Compatible Devices and Software.
Use of the Platform requires compatible devices, and certain software may require periodic updates, and your use of the Platform may be affected by the performance of these elements over which A24 has no control. You can access the Digital Content with almost any Internet-connected computer or through the A24 application available for certain mobile or other devices (Internet connection required) (each, a “Compatible Device”). Additionally, certain components of the Platform, including certain Digital Content, may only be compatible with a subset of Compatible Devices or require download of certain software, even if other aspects of the Platform can be accessed on any Compatible Device.
E. Temporary Download and Offline Viewing.
From time to time, we may choose to make some Digital Content on the Platform available for temporary download and offline viewing on certain supported devices (“Offline Titles”). Limitations apply, including, but not limited to, restrictions on the number of Offline Titles per account, the maximum number of devices that can contain Offline Titles, the time period within which you will need to begin viewing Offline Titles and how long the Offline Titles will remain accessible. Offline Titles may not be playable outside of the United States.
F. Future Unavailability.
It is possible that the Platform and/or some or all Digital Content may not be available for streaming or downloading at any given time including (i) during any maintenance or update periods; (ii) any power or server outages; (iii) as a result of war, riots, strikes, social unrest; or (iv) as a result of other matters beyond the control of us or third parties. We will take reasonable efforts to provide you with as much prior notice as possible; however, we shall have no liability to you in such event. There may be times when we have to remove certain features or functionality and/or devices or platforms from being able to access the Platform. We will do our best to let you know of any of these changes, usage rules and restrictions, but you acknowledge that we may do so in our sole discretion at any time without notice. You also agree that we will not be liable to you for any modification, suspension or discontinuance of the Platform or Digital Content. If you have purchased Digital Content that becomes unavailable on the Platform, we may, in our sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if we terminate your account or suspend or discontinue your access to the Platform due to your violation of these Terms, then you will not be eligible for any such credit, refund, discount or other consideration.
G. Refund Requests.
Refunds may be requested if you did not authorize a purchase, you did not mean to make a purchase, you purchased the wrong item, the item didn't download correctly, or the item isn't playing correctly. Refunds for web purchases are processed at the discretion of A24 and may be requested by emailing email@example.com. Refunds for in-app purchases are processed by Apple and may be requested at https://reportaproblem.apple.com.
H. Entertainment Content Only; Non-Reliance.
By using the Platform, you understand and agree that the Digital Content you receive through the Platform is intended for entertainment purposes only; it does not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.
I. Digital Content Subjectivity.
The Digital Content available on the Platform may elicit varying reactions among different people. You may come across Digital Content that you find offensive, indecent, explicit or objectionable. Also, content ratings, types, genres, categories, and/or descriptions are provided as suggestions to help with navigation and for informational purposes. We do not guarantee that you will agree with them. You acknowledge these risks and your responsibility for making your own choices regarding what Content is appropriate.
The Digital Content may contain some flashing lights sequences or patterns which may affect users who are susceptible to photosensitive epilepsy or other photosensitivities. Additionally, 4K UHD HDR content versions enable greater brightness and color saturation, which may also affect users.
K. Linked Destinations and Advertising.
If we provide links or pointers to other websites or destinations, you should not infer or assume that we operate, control, or are otherwise connected with these other websites or destinations. When you click on a link within the Platform, we may not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. These Terms do not govern your use of another website or destination.
We are not responsible for the content or practices of any website or destination other than the Platform site, even if such website or destination links to the Platform and even if such website or destination is operated by a company affiliated or otherwise connected with A24. By using the Platform, you acknowledge and agree that we are not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Platform.
L. Third Party Ads and Services.
M. Subscriptions Obtained Through Third Parties.
If you use the Platform or purchase and/or view any Digital Content through a third party distributor or service, you will be billed by that third party in accordance with the third party’s billing and subscription terms. The A24 terms related to the purchasing of a subscription, billing, cancellation, and refunds shall not apply to subscriptions purchased through a third party. Third party provided subscriptions, applications, websites, and services are subject to the terms and conditions provided by such third party. A24 is not responsible for products and services provided by such third party. To cancel a subscription purchased through a third party, you must follow the cancellation instructions provided by such third party.
N. A24 Gift Cards.
We may make available gift cards redeemable for Digital Content on the Platform. Gift cards may not be used in conjunction with, or in addition to, any special offer unless the terms of the special offer expressly indicate otherwise.
O. Promotional and Experimental Features.
In our continued assessment and development of the Platform, we may from time to time, with respect to any or all of our users, experiment or otherwise offer certain features or other elements of the Platform, including promotions, features, advertisements, user interfaces, plans and pricing. You acknowledge that these are implemented in our sole discretion, may be subject to additional terms, and may not apply to every user.
11. Disclaimer of Representations and Warranties.
THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. NEITHER A24 NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "A24 PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM A24 INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
12. Limitations of Our Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE A24 PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR (C) YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, OR DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM A24 INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
You agree to defend, indemnify and hold harmless A24 from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your misuse of the Service; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) your use of a Third Party Service; or (vii) any misrepresentation made by you. A24 reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with A24’s defense of any claim. You will not in any event settle any claim without the prior written consent of A24.
This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
14. Waiver of Injunctive or other Equitable Relief
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEB SITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY A24 OR A LICENSOR OF A24.
15. Updates to Terms
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
16. General Provisions
A. Consent or Approval.
No A24 consent or approval may be deemed to have been granted by A24 without being in writing and signed by an officer of A24.
The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service Use (except for the limited license), Submissions, Products, Customer Support, Third Party Services, Service Features, Agreement to Arbitrate Disputes and Choice of Law, Disclaimer of Representations and Warranties, Limitations of Our Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Updates to Terms, and General Provisions, will survive.
C. Severability; Interpretation; Assignment.
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. A24 may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of A24.
D. Complete Agreement; No Waiver.
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or A24 in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
E. International Issues.
A24 controls and operates the Service from the United States, and A24 makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
F. Investigations; Cooperation with Law Enforcement.
A24 reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. A24 may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
G. Submissions and Unsolicited Ideas Policies.
A24, and its affiliated and related entities, do not accept, review or consider submissions of any unsolicited materials, including, without limitation, ideas, concepts, suggestions, articles, pitch documents, treatments, scripts, etc. (“Unsolicited Materials”) of any nature whatsoever from third parties, as a matter of policy. Additionally, A24 does not forward or discuss any Unsolicited Materials with any third parties or keep any copies thereof.
Also, be advised that A24 is continuously developing projects independently and in conjunction with third parties and has adopted this policy in order to protect its interests in its own intellectual property, among other reasons. A24 hereby reserves all rights to develop any ideas conceived independently, either alone or with a third party, without obligation to you, even if such ideas are similar or identical to the ideas contained in any submission of Unsolicited Materials.
17. Contact Us.
If you have any questions or comments about these Terms, please email us at firstname.lastname@example.org. All legal notices to us must be mailed to: 1245 Broadway, 10th Floor, New York, New York 10001, ATTN: A24 Legal. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.