Terms of Use

As of May 5, 2009

Limited use of the Site is offered to you by Cinedoo Limited subject to, and conditioned upon your acceptance of, these Terms of Use. Your use of the Site constitutes your legally binding acceptance of and agreement to these Terms of Use. Under these Terms of Use only, Cinedoo Limited grants you a license to view and use the interactive features of this Site. If you do not agree to these Terms of Use, you are not an authorized user and should discontinue any use of the Site.

Cinedoo Limited reserves the right to change or modify these Terms of Use at any time without notice to you. Please read these Terms of Use carefully, as you are bound to comply with the provisions herein.

Before register at the Site, carefully read this Agreement. By registering at the Site and by downloading the Video Content you fully and irrevocably accept and agree to be bound by this Agreement. Before you can register at the website, you will be asked to accept all the terms of the Agreement. If you do not wish to accept all the terms of this Agreement, you will not be able to register at the Site and to download the Video Content.

1. OWNERSHIP AND INTELLECTUAL PROPERTY

1.1. Ownership

Cinedoo Limited is the owner and proprietor of the Site. The Site Content and Site Code as they exist on the Site are offered to you by Cinedoo Limited for limited use pursuant to these Terms and Use. "Site Content" means any and all human readable audio and/or visual elements of the Site, including without limitation, any text, graphics, images, illustrations, photographs animation, video/audio or audiovisual works, designs or logos, information, and other content made available through the Site. "Site Code" means any and all underlying elements of this Site, including without limitation source code, script, object code, software, computer programs, and other sets of statements or instructions contained in or underlying the Site. Site Content and Site Code may sometimes be collectively referred to herein as the "Materials."

1.2. Copyright

The Site Content and Site Code are owned by Cinedoo Limited and/or its licensors and content providers and are protected by applicable domestic and international copyright laws. Copyright copy; 2008-2009 Cinedoo Limited All Rights Reserved. Unless expressly permitted on the Site by Cinedoo Limited, you shall not copy, distribute, publish, perform, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link, or in any other way exploit any of the Site Content or Code, in whole or in part. Links to the Site, other than to the Home Page, are only permitted upon express permission from and arrangement with Cinedoo Limited. Any rights not expressly granted to you herein are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

1.3. Trademark

"Cinedoo Limited", "Cinedoo", "Take Movies With You", the Cinedoo Limited logos, Cinedoo.com, and all other trademarks and servicemarks on the site are trademarks and service marks belonging to Cinedoo Limited or its licensors (the "Cinedoo Limited Marks"). Any product, service, or trade name other than those owned by Cinedoo Limited that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Third party trademarks used on the Site are used with the permission of such trademark owners and all of their rights are reserved. Any unauthorized use of the Cinedoo Limited Marks or any third party trademark is strictly prohibited.

1.4. Copyright Complaints

If you believe that your copyrightable work of authorship has been copied and is being displayed on the Site in such a way that would give rise to a claim for copyright infringement, please follow the procedure regarding Notice and Claims for Copyright

Infringement:

NOTICE REQUIREMENTS

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on the Site, including any information, documentation or web address(es) which would assist Cinedoo Limited in locating that material;

Your address, telephone number and e-mail address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or permissible by law;

A statement by you under the penalty of perjury that the information in your notice is accurate that you are the copyright owner or authorized to act on the owner's behalf.

Legal Department

Cinedoo Limited

19-21 Crawford St, Suite 482, London, W1H 1PJ, UK

E-Mail: legal@cinedoo.com

2. USE OF THE SITE, GENERAL TERMS

2.1 License

Cinedoo Limited grants you a non-exclusive, non-transferable, limited right and license to access and use this Site, and download, view and privately display the Site Content by way of one or more portable video devices and in strict conformity with these Terms of Use. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site in the future. However, no other copy or use of any portion of the Site is permissible except as specifically permitted hereunder, and the same shall constitute an act of copyright infringement. By way of example, and not limitation, subject to the other terms of these Terms of Use, you may not sublicense, alter, adapt, transmit, publicly perform or display, distribute, customize, modify, add to, delete from, create derivative works based upon any portion of the Site Content, link or forward any web address to this Site, copy, counterfeit or paste the Site Content to any other website or web page. You may not publicly display any portion of the Site, or any films or other audiovisual or digital works available at this Site, without a written license signed by a party authorized to legally bind Cinedoo Limited to such a contractual arrangement. Any other use or exploitation of this Site, including the Site Content or Site Code, is strictly prohibited. You agree and acknowledge that you shall not acquire any ownership rights by downloading the Materials from the Site. You agree that links to the Site are only permitted upon express permission from and arrangement with Cinedoo Limited You acknowledge and agree that modification of the Materials or use of the Materials for any other purpose is a violation of Cinedoo Limited's and possibly other third parties' copyright and proprietary rights. You agree to use the Materials and this Site only for purposes which are lawful in every nation and jurisdiction in the world and all subdivisions thereof. If you violate any provision of these Terms of Use, your permission to use the Materials automatically terminates and you must immediately destroy any copy you may have of any of the Materials. Any other use or exploitation of this Site, including the Materials, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the Site in any way.

2.2 Non-Commercial/Personal Use Limitation

Cinedoo Limited grants you this license for the limited purpose of personal use, and not for any commercial purpose. No business entity (e.g., corporation, partnership, sole proprietorship) is licensed to use this Site. You hereby agree not to use the Site, the Materials, or any element or portion thereof (including, without limitation, e-mail addresses of users), for any commercial purpose whatsoever.

2.3 Not Intended for Minors

Much of the content on the Site is inappropriate for children. As such, the Site is intended for use by persons over the age of eighteen (18) years of age (those persons who are younger than 18 years of age [or such other age as may be required in your jurisdiction] are referred to herein as "Minors"). The Site Content may be confusing or offensive to Minors. Any Minor should seek consent from his/her legal guardian before using this Site, and such legal guardian should strictly monitor such Minor’s use of the Site. Persons aged between 13 and 18 may use the Site only with the consent of such person’s parent or guardian. If you are aged between 13 and 18 and have not received the consent of your parent or guardian to use the Site or if you are younger than 13, please exit our Site.

2.4 Nature of Services

Cinedoo Limited offers its Site services for entertainment purposes only. Cinedoo Limited does not warrant the truth or validity of the information contained on its site. You acknowledge and understand that, because of the possibility of human and mechanical error, mistakes or omissions in the data or information provided, delays or interruptions of the data or information stream from whatever cause, as well as other factors, Cinedoo Limited is not responsible for errors in or omissions from the information contained or accessed through the Site. ALL INFORMATION AND CONTENT ON THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

2.5 Streaming/Downloading of Site Content

Certain of the Site Content may be available on a streaming basis, certain of the Site Content may be available on a download basis and certain of the Site Content may be available on both, a streaming and download basis, all as determined by Cinedoo Limited in its sole discretion from time-to-time. The format, availability and price for each piece of Site Content is indicated as such on the Site. Depending upon the geographic location of the user, the equipment that the user is using to access the Site, the bandwidth available to the user and other factors, certain users may not have access to streaming and/or downloadable Site Content.

2.6 Username/Password

Cinedoo Limited may issue you (or you may create) a username and/or password for access to certain portions of, or services provided via, the Site. You shall hold and secure any such username or password as strictly confidential. Accordingly, you shall not allow friends, family, business associates or other persons access to or use of such username or password. You shall not post the username or password on any website nor transmit it through unsecured sites. Cinedoo Limited shall not be responsible whatsoever in the event that your password is misappropriated by a third party.

2.7 Communications/ Messages from Users

You acknowledge and agree that any public Communications made to or by means of any portion of the Site are public. You acknowledge that (i) you have no expectation of privacy in any public Communication and (ii) no confidential, fiduciary, contractually implied or other relationship is created between you and Cinedoo Limited by reason of your transmitting a public Communication to any area of the Site. As used in these Terms of Use, "Your Posted Material" means any information, messages, e-mails, postings, on-line discussions, literary works, drawings, illustrations or images, films or digital content, or any other copyrightable work or non-copyrightable idea, expression, or communication, regardless of whether you authored or created such work or communication, which you cause to be posted to, submitted to, or in any way transmitted via, the Site. You agree that none of Your Posted Material will contain information or content that (i) infringes on the copyright or any other rights of any person or entity; (ii) reveals trade secrets or any information which you have agreed, expressly or impliedly, to keep confidential; (iii) includes sexually explicit images, depictions, or content; (iv) is obscene, indecent, defamatory, abusive, or otherwise unlawful; (v) contains a virus or any other potentially damaging content; (vi) constitutes harassment or stalking; or (vii) constitutes invasion of privacy, or misappropriation of statutory or common law rights to publicity or personality. Additionally, even if such content is legal, you agree that none of Your Posted Material will contain information or content that: (a) contains or constitutes commercial advertising, solicitation, informational announcements, or political tracts; (b) constitutes, contains, or encourages "make-money fast" type messages, "chain letters" or "pyramid schemes" of any type; (c) contains false or misleading information; (d) is purportedly sent from a person other than yourself (e.g., impersonation of another person or user); or (e) with respect to "chat rooms" or other mechanism for real time dialogue between users, disrupts the normal flow of dialogue, or posts comments that are not related to the topic being discussed (unless it is clear that the discussion is free-form). Cinedoo Limited shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site for any reason whatsoever. Cinedoo Limited reserves the right to expel you from or suspend your access to any or all parts of the Site for violating the law or these Terms of Use. Notwithstanding the foregoing, you are solely responsible for all materials you post on or submit to the Site and you acknowledge that Cinedoo Limited may not be monitoring the Site and you are not relying upon Cinedoo Limited to monitor the Site. Cinedoo Limited takes violations of its customers' rights and its own rights seriously, and makes efforts to report any potential criminal violations to appropriate authorities.

2.8 License to Your Postings to the Site; Indemnity

By posting any notes, message/billboard postings, ideas, suggestions, concepts or other material to the Site, or e-mailing them to us, you automatically grant to Cinedoo Limited a royalty-free, perpetual, irrevocable, non-exclusive, transferable right and license to use, reproduce, modify, publish, edit, translate, distribute, perform, display and otherwise exploit such material, including, but not limited to, all rights in copyright to such material and all elements thereof alone or as part of other works, throughout the universe, in perpetuity, in any form, media, or technology, whether now known or hereafter devised, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you, whether by way of compensation, attribution or otherwise. You represent, warrant, and guarantee that (a) you have the full and unrestricted right to grant such rights to your posted material, and that there are no other agreements with any third party in conflict herewith; and (b) Cinedoo Limited’s exercise of its rights granted by you hereunder shall not infringe upon any copyright or any other subsisting right of any third party. You waive any and all so-called "Moral Rights" or similar rights under any jurisdiction, now or hereafter recognized with respect to Cinedoo Limited’s (or its assignee’s) exercise of its rights hereunder. Moreover, you agree to indemnify and hold Cinedoo Limited harmless from and against any and all claims, demands, damages, losses, liabilities and causes of action of any kind or character, made by you or any third party against Cinedoo Limited, arising out of or relating to Cinedoo Limited’s exercise of such rights to your posted material, your publication or transmittal of any materials, or your failure to comply or your alleged failure to comply with these Terms of Use.

2.9 Objectionable Material

You understand that through your use of the Site you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Site at your sole risk and that Cinedoo Limited shall have no liability to you for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable.

2.10 Your Information

You agree to provide accurate, current, and complete information required to use the Site and at other points as may be required in the course of using the Site. You further agree to maintain and update your information to keep it accurate, current, and complete. Cinedoo Limited may terminate your right to use any or all of the Site if any information you provide is false, inaccurate or incomplete. You agree that Cinedoo Limited may store and use the information you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card. You agree that Cinedoo Limited and its affiliates may collect and use information consistent with the Terms of Use. Cinedoo Limited shall use reasonable efforts to protect information submitted by you in connection with its services, but you acknowledge and agree that your submission of such information is at your sole risk, and Cinedoo Limited hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.

2.11 Security

You understand that the content purchased through the Site may be altered with technology and/or rules that protect digital information from access and may limit or restrict your usage of content to certain usage rules established by Cinedoo Limited and its licensors ("Usage Rules") in accordance with the Terms of Use. You agree to comply with such Usage Rules. Usage Rules may be controlled and monitored by Cinedoo Limited for compliance purposes, and Cinedoo Limited reserves the right to enforce the Usage Rules with or without notice to you.

2.12 Delivery And Storage Of Content

You acknowledge that use of content may require the use of other hardware and software products and that such hardware and software is your responsibility. Once you purchase a copy of content and you receive it, it is your responsibility not to lose, destroy, or damage the content, and Cinedoo Limited shall be without liability to you in the event of any loss, destruction, or damage.

2.13 No Right To Continued Service

You acknowledge that Cinedoo Limited licenses some or all of the content under agreement with third parties, and that Cinedoo Limited is constantly administering the Site, including the Usage Rules. Cinedoo Limited may add, delete or disable content, and/or add, delete, disable or modify some or all of the Site, at its sole election, and you acknowledge: (1) that you may no longer be able to use the Site to the same extent - or at all - as prior to such change or discontinuation, and (2) that Cinedoo Limited shall have no liability to you in such case. In no event will Cinedoo Limited be liable for the removal of or disabling of access to any content, materials or functionality of the Site. Cinedoo Limited may also impose limits on the use of or access to certain features or portions of the content or the Site, in any case and without notice or liability.

3. TERMS RELATING TO FEE BASED CONTENT

3.1 Fee-Based Service Charges

Some of the audio/visual content (the "Video Content") on the Site is available only on a fee basis (that is, you must pay to access the Video Content). This Video Content is sometimes referred to herein as the "Fee-Based Services". Fee-Based Services means retained downloaded Video Content ("Retained Content") in which you must pay a set price to download that one particular piece of Video Content and may view said piece of Video Content an unlimited number of times during an unlimited time period on a portable video device, all as more fully set forth herein. This Video Contend is intended to be viewed on portable video devices only. Not all users of the Site (depending upon the user"s geographic location, equipment that the user is using and other factors) will have access to all versions of the Fee-Based Services. Given the foregoing, certain of the terms and conditions contained herein may not be applicable to every user.

3.2 Terms Relating to Retained Content

3.2.1 Our Retained Content offerings are available at different price points, as indicated on the Site. We reserve the right to change those at any time. At any event, whatever the price, it will always be clearly marked on the launch page of the Video Content and clearly marked when you place your order. In order to purchase our Retained Content you must have enough funds on your account.

3.2.2 To be able to purchase Retained Content you must have enough funds at your account at the Site. A valid credit card (VISA, MasterCard or American Express) is required to add funds to your account in order to pay for the Retained Content. Once you add funds to you account at the Site we will not be able to refund you the fee paid for an individual piece of Retained Content.

3.2.3 Once you pay the fee for the applicable piece of Retained Content, you will have three attempts to download that piece of Retained Content within 24 hours following the purchase, to one computer with the same IP address from which you’ve made the purchase only as indicated on the Site. Once you pay the fee for the applicable piece of Retained Conte it’s your responsibility to ensure that you can download that piece of Retained Content (i.e. to ensure you have access to the computer from which you’ve made the purchase and to ensure stable internet connection). You will have the right to view that piece of Retained Content an unlimited number of times for an unlimited period of time on a portable video device. If the piece of Retained Content that you have purchased does not play correctly, please contact Customer Support and we will endeavor to provide you with a working version of that piece of Retained Content or refund your purchase price to your account at the Site. If, for any reason, you fail to download the piece of Retained Content within 24 hours we will not refund your purchase. If after using three allowed download attempts you failed to download the piece of Retained Content we will not refund your purchase. Once you have downloaded a working copy of a piece of Retained Content we will not refund your purchase price or provide another copy of said piece of Retained Content in the event that your computer crashes, your hard drive fails, the file becomes corrupt or in the event that said piece of Retained Content does not play, for whatever reason.

3.3 Terms Relating to Download of Content

3.3.1 You shall not attempt to disassemble, reverse engineer or otherwise tamper with any of the Cinedoo Limited technology used in connection with the download offering.

3.4 General Terms Relating to Fee-Based Services

3.4.1 In addition to the charges set forth above, you are responsible for all charges associated with connecting to the Site, including without limitation all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment and any service fees necessary to access the Fee-Based Services.

3.4.2 For purposes of identification and billing, you agree to provide Cinedoo Limited with accurate, complete, and updated information required by the site subscription registration to the Fee-Based Services ("Registration Data"), including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You may check to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including without limitation falsification of any Registration Data) may, at Cinedoo Limited's option, result in immediate suspension or termination of your right to use the Fee-Based Services.

3.4.3 You agree to promptly update your Registration Data in the event of any known or suspected unauthorized use of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. In the event of a breach of security, you will remain liable for any unauthorized use of your subscription until you update your Registration Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, or if your subscription is subject to use without your authorization you agree to promptly update your Registration Data.

3.4.4 You agree not to assign, transfer or sublicense your rights as a customer of the Fee-Based Services. You agree to be financially responsible for all usage or activity on your Fee-Based Services account.

3.5 Electronic Signatures And Contracts

Your use of the Site includes the ability to enter into agreements and/or to make purchases electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Site, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications.

3.6 Use Of Purchased Content

Your exclusive and sole remedy with respect to content for which you have paid but that you are not able to use will be either replacement (for example, make available for re-download) of such content, or refund to your account at the Site of the purchase price paid for such content, which will be at Cinedoo Limited's sole discretion. Cinedoo Limited will not replace content or issues refunds if you have not complied with the system requirements and testing obligations set forth herein.

3.7 Terms Relating to Refunds

If you purchase a piece of Fee Based Content and are unable to view it, please contact customer service at support@cinedoo.com. We will work with you to try to solve your problem. If we are unable to do so we will refund your purchase to your account at the Site. Under n o circumstances Cinedoo Limited is able to refund the purchase of a piece of Fee Based Content in any other way than adding the fee paid for the Fee Based Content back to your account at the Site.

4. LINKS TO THIRD PARTY SITES/THIRD PARTY COMMUNICATIONS

4.1 Hyperlinks

This Site may contain hyperlinks or other references to third party Internet sites that Cinedoo Limited does not own or operate. Such hyperlinks are provided for your reference only. Cinedoo Limited makes no warranties or representations regarding the availability of, or the content located on or through, such sites. Cinedoo Limited does not endorse, sponsor, or review the content contained at the sites to which hyperlinks on Cinedoo Limited web sites are directed, nor does Cinedoo Limited represent that such sites are appropriate for children, in compliance with laws, or are what they purport to be. Accordingly, Cinedoo Limited does not accept any responsibility or liability for content contained at such sites. Likewise, the parties who own, control, or operate the sites at which such hyperlinks are directed do not necessarily have knowledge of, endorse, sponsor, or approve of the hyperlink or content contained at the Site.

4.2 Third Party Postings

This Site may contain information or advertising for third parties. Cinedoo Limited expressly denies any endorsement, sponsorship, approval, or agreement with any third party communication made available via the Site, including messages, information, and advertising of its clients or licensors. Cinedoo Limited shall not be deemed to have considered, reviewed, screened, or approved of any such third party communication. However, Cinedoo Limited reserves the right for any reason to remove without notice any communication made available via the Site, and to deny in its sole discretion your access or any user access to communications made available via this Site.

4.3 “Opt-Out” for special notices

Cinedoo Limited may periodically make special offers or communications to users of its Site. If you would like not to receive such offers or communications, you may “Opt-Out” at any time by following the “opt-Out” instructions in the email notice you receive.

5. PRIVACY POLICY

5.1 Please review our privacy policy which is available here and incorporated herein by this reference.

6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

6.1 As with any on-line interaction and electronic communication, there is an inherent risk involved in transmitting any information via the Internet. Cinedoo Limited does not and cannot guarantee that its system is free from hackers or viruses or that information provided by users to Cinedoo Limited will not be stolen or otherwise surreptitiously obtained. Cinedoo Limited is not responsible or liable for any infections or contamination of your system or delays, inaccuracies, errors, or omissions arising out of your use of this Site or with respect to the Materials contained on this Site. You hereby acknowledge and understand that such risk is inherent in interacting with any website, including this Site, and take full responsibility for any harm, danger or damage that ensues due to any such breach in security. Pursuant to these Terms of Use, Cinedoo Limited expressly disclaims any such liability. In addition, you agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and you shall be responsible for all charges related thereto.

6.2 SUBJECT TO THE PROVISIONS OF SECTION 6.4 HEREINBELOW, NEITHER CINEDOO LIMITED NOR ANY PROVIDER OF CONTENT FOR THE SITE OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, FREE FROM VIRUSES OR SECURITY BREACHES; NOR DOES CINEDOO LIMITED, ANY PROVIDER OF CONTENT TO THE SITE, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE. THE SITE CONTENT IS NOT GUARANTEED TO BE ACCURATE, TIMELY OR VERIFIED. THE SITE AND THE SITE CONTENT ARE DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CINEDOO LIMITED AND ITS AGENTS DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT, OR ANY GOODS OR SERVICES SOLD THROUGH THE SITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA MADE AVAILABLE VIA THE SITE IS ASSUMED SOLELY BY YOU.

6.3 NEITHER CINEDOO LIMITED, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4 WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF CINEDOO LIMITED, THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING CONTAINED IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE OR PURPORT TO LIMIT OR EXCLUDE ANY LIABILITY WHERE SUCH LIMITATION OR EXCLUSION IS VOID OR UNENFORCEABLE OR OTHERWISE NOT PERMITTED UNDER APPLICABLE LAW.

6.5 Termination. In addition to any other rights of the parties set forth herein, either you or Cinedoo Limited may cancel or terminate this Agreement at any time in accordance with the help instructions. Cinedoo Limited also reserves the right to restrict, suspend or terminate your access to the Fee-Based Services and/or any part of the Site, in whole or in part, without notice, with respect to any breach or threatened breach of any portion of this Agreement. If Cinedoo Limited terminates this Agreement based on a breach of any portion of this Agreement, Cinedoo Limited reserves the right to refuse to provide any Fee-Based Services or other services to you in the future.

6.6 Indemnity. You hereby agree to indemnify, defend and hold harmless Cinedoo Limited and its Affiliates from and against any and all liability and costs incurred by Cinedoo Limited or the Affiliates in connection with any claim arising out of any breach or alleged breach of any of your obligations set forth herein. You shall cooperate as fully as reasonably required in the defense of any claim. Cinedoo Limited reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Cinedoo Limited.

7. GENERAL TERMS.

7.1 Notices

Notices by Cinedoo Limited to you may be given by means of a general posting at the Site or by electronic messages sent by Cinedoo Limited to the users of the Site. Notices (including questions, complaints, or legal notices) by you may be given by electronic messages or conventional mail, unless otherwise specified in these Terms of Use as follows:

(i) You may contact customer support by sending email to support@cinedoo.com.

(ii) Mail and courier deliveries must be sent to:

Cinedoo Limited

19-21 Crawford St, Suite 482, London, W1H 1PJ, UK

7.2 Governing Law/Forum Selection

These Terms of Use are governed by the laws of the United Kingdom, without regard to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the courts in London, United Kingdom in any and all claims or disputes arising out of, to enforce, construe, or otherwise relating to these Terms of Use or this Site. Any summons, order to show cause, writ, judgment, decree or other process, issued by such court, may be served on you at the address which you have provided to us or personally without the United Kingdom, and when so served, you shall be subject to the jurisdiction of such court as though the same had been served within the United Kingdom.

7.3 Relationship Between the Parties

Nothing contained in these Terms of Use shall be construed to constitute you and Cinedoo Limited as partners or joint ventures or to constitute employment or any type of agency.

7.4 Acceptance Of Usage Rules

You agree that your use of the Site constitutes your acceptance of and agreement to use such content solely in accordance with the Usage Rules and the other terms and conditions of these Terms of Use and that any other use of the content may constitute a copyright infringement of the rights of the content owners and/or of Cinedoo Limited. The Usage Rules shall govern your rights with respect to the content, in addition to any other rights or remedies that the content owners may have against you. Cinedoo Limited reserves the right to modify the Usage Rules at any time in its sole discretion.

7.5 Severability

If any provision of these Terms of Use is held invalid, unenforceable or void, the remainder of the Terms of Use shall not be affected thereby and shall continue in full force and effect.

7.6 Full Integration

These Terms of Use constitute the entire agreement between you and Cinedoo Limited related to this Site. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form.