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1.1. Ownership. CinemaNow 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 CinemaNow 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 CinemaNow and/or its licensors and content providers and are protected by applicable domestic and international copyright laws. Copyright © 1999-2007 CinemaNow, Inc. All Rights Reserved. Unless expressly permitted on the Site by CinemaNow, 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 CinemaNow. 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. "CinemaNow", "PatchBay", the CinemaNow logo, "Watch Movies Here" "AllAdultChannel", "WatchMusicHere", cinemanow.com, alladultchannel.com watchmusichere.com and all other trademarks and servicemarks on the site are trademarks and service marks belonging to CinemaNow or its licensors (the "CinemaNow Marks"). Any product, service, or trade name other than those owned by CinemaNow 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 CinemaNow 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 CinemaNow 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.

AGENT FOR CLAIMS

Legal Affairs CinemaNow, Inc.
4553 Glencoe Avenue, Suite 200

Marina del Rey, CA 90292
Tel: + 1-310-314-3000
Fax: + 1-310-314-3050
E-Mail: legal@cinemanow.com

2.1 License. CinemaNow grants you a non-exclusive, non-transferrable, limited right and license to access and use this Site, and view and privately display the Site Content by way of one or more computers or other authorized devices connected to the Site via IP networks only, 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 and may download those Pictures that are available on the Site on a download basis. 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 CinemaNow 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 CinemaNow. You acknowledge and agree that modification of the Materials or use of the Materials for any other purpose is a violation of CinemaNow'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. CinemaNow 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. Under no circumstances should persons younger than 18, even with their parent or guardian's consent, visit the AllAdultChannel section of the Site.

2.4 Nature of Services. CinemaNow offers its Site services for entertainment purposes only. CinemaNow 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, CinemaNow 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 CinemaNow 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. CinemaNow 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. CinemaNow 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 CinemaNow 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). CinemaNow 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. CinemaNow 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 CinemaNow may not be monitoring the Site and you are not relying upon CinemaNow to monitor the Site. CinemaNow 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 CinemaNow 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) CinemaNow'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 CinemaNow's (or its assignee's) exercise of its rights hereunder. Moreover, you agree to indemnify and hold CinemaNow 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 CinemaNow, arising out of or relating to CinemaNow'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 CinemaNow 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. CinemaNow 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 CinemaNow 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 CinemaNow and its affiliates may collect and use information consistent with the Terms of Use. CinemaNow 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 CinemaNow 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 CinemaNow 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 CinemaNow for compliance purposes, and CinemaNow 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 rent or purchase a copy of content and you receive it, it is your responsibility not to lose, destroy, or damage the content, and CinemaNow 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 CinemaNow licenses some or all of the content under agreement with third parties, and that CinemaNow is constantly administering the Site, including the Usage Rules. CinemaNow 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 CinemaNow shall have no liability to you in such case. In no event will CinemaNow be liable for the removal of or disabling of access to any content, materials or functionality of the Site. CinemaNow 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.

3.1 The Walt Disney Company. The "Disney Terms of Use," attached hereto as Exhibit "A," are incorporated herein by this reference. In the event of any inconsistency between this Terms of Use and the Disney Terms of Use with respect to Content (as defined in the Disney Terms of Use), the Disney Terms of Use shall control and govern.

4.1 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". Any one or more of the following types of Fee-Based Services may be available: (i) pay-per-view ("PPV") Video Content offerings (also referred to as "rental" or "Rental" offerings) in which you must pay a set price to view that one particular piece of Video Content during a specified time period; (ii) 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, all as more fully set forth herein; (iii) pay-per-minute offerings in which you purchase the right to view one or more pieces of content for a certain number of minutes; (iv) packaged offerings in which you pay a monthly or yearly fee for access to a package of content; and (v) download and burn content wherein you have the right to download a piece of content and burn it to recordable optical media. 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 (for example, the terms relating to subscription services will not be applicable to those users unable to access our packaged offerings).

4.2 Terms relating to Pay-per-View offerings.

4.2.1 Our pay-per-view (PPV) offerings are available at different price points as set forth 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 for the film and clearly marked when you enter your credit card information.

4.2.2 A valid credit card (VISA, MasterCard or American Express) is required to pay for the PPV films. The PPV fee will be charged only when you submit the credit card informationto us.

4.2.3 Currently, each film is available to you for either 24 or 48 hours, depending upon the film, from the time that you start watching the film. We reserve the right to change the time period with respect to future films but will not change the time period with respect to films that you have already paid for. You can watch the movie whenever you want, as many times as you want during the authorized time period (i.e., 24 or 48 hours). After that time, if you want to watch the movie, you will have to pay the PPV fee again.

4.3 Terms Relating to Retained Content.

4.3.1 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 enter your credit card information.

4.3.2 A valid credit card (VISA, MasterCard or American Express) is required to pay for the Retained Content. The fee for the Retained Content will be charged only when you submit the credit card information to us.

4.3.3 Once you pay the fee for the applicable piece of Retained Content, you will have the right to download that piece of Retained Content to the number of computers specified on the Site for that piece of Retained Content. You will have the right to view that piece of Retained Content an unlimited number of times for an unlimited period of time. If the piece of Retained Content that you have purchased does not download and 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. 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.

4.4 Terms relating to Pay-Per-Minute Content.

4.4.1 Certain of the Content is available on a pay-per-minute (PPM) basis. What this means is that you purchase the right to view (on a streaming basis) the PPM Content by purchasing a certain number of minutes. The minutes are sold in various packages at various prices as specified on the Site.

4.4.2 A valid credit card (VISA, MasterCard or American Express) is required to pay for the PPM Content. The fee for the PPM Content will be charged only when you submit the credit card information to us.

4.4.3 Trials. Currently, CinemaNow offers two different trials for the PPM content. One is a free trial offer and the other is a paid trial offer. The details of each are discussed below. CinemaNow reserves the right to cancel or modify these trials at any time.

4.4.3.1 Paid Trial Offer. CinemaNow will provide you with unlimited minutes for a three (3) consecutive day period, commencing when you first sign-up for the paid trial (the "Paid Trial Offer") under the following terms and conditions:

4.4.3.1.1 You may only register for the Paid Free Trial Offer once. You may not register for the Paid Free Trial Offer using multiple names, e-mail addresses, user names or in any other manner meant or intended to obtain the Paid Free Trial Offer more than once.

4.4.3.1.2 In order to access the PPM Paid Trial Offer, you will be requested to enter a valid credit card number (for a card that CinemaNow accepts) and accompanying information. We will verify your credit card information at that time and we will charge your credit card at that time for the amount of the Paid Trial Offer.

4.4.3.1.3 If you do not cancel the Paid Trial Offer within the Paid Trial Offer time period, you will (and you hereby consent to) be automatically enrolled in CinemaNow's unlimited minutes program. Your credit card will be charged the applicable fee each and every month (or year, if applicable) thereafter until you terminate your subscription to the unlimited minutes program. As its name suggests, the unlimited minutes program allows you to view all PPM Content an unlimited amount of time each month for which you have paid the applicable fee. CinemaNow reserves the right to increase fees, surcharges, and site subscription fees, or to institute new fees at any time, upon reasonable notice posted in advance on this Site.

4.4.3.2 Free Trial PPM Offer. CinemaNow may provide you with a certain number of minutes for free commencing when you first sign-up for the free trial PPM offer (the "Free Trial PPM Offer") under the following terms and conditions:

4.4.3.2.1 You may only register for the Free Trial PPM Offer once. You may not register for the PPM Free Trial Offer using multiple names, e-mail addresses, user names or in any other manner meant or intended to obtain the Free Trial PPM Offer more than once.

4.4.3.2.2 In order to access the Free Trial PPM Offer, you will be requested to enter a valid credit card number (for a card that CinemaNow accepts) and accompanying information. We will verify your credit card information at that time and we will charge your credit card at that time in the amount of one U.S. dollar (US$1.00). We will immediately void that charge so that the net effect is that you will not be charged for the Free Trial PPM Offer. However, please note that your bank may take several days to process the void so you may not have access to that dollar for a period of time as determined by your financial institution. Please check with your financial institution to determine what their policy is regarding this.

4.4.3.3 Subject to the terms herein, you may sign-up for the PPM Trial Offer and/or the Free Trial PPM Offer but you may sign up for each such offer only once. Also, once you sign up for the PPM Trial, you will not be eligible to sign up for the Free Trial PPM Offer (so you might want to sign up for the Free Trial PPM Offer first).

4.4.3.4 CinemaNow reserves the right to terminate, cancel, change or modify the Trial Offer at any time, with or without notice to you.

4.4.4 Please note that any viewing of PPM Content, including saved scenes, looped content or otherwise will all constitute a use of minutes for billing purposes.

4.4.5 While CinemaNow offers the functionality to save scenes of PPM Content (as set forth on the Site), we do not warrant that this functionality will work, that the content will actually be saved or that you will always have access to it. Also, your use of that functionality does not grant or convey to you any ownerships right in such content or allow you to save the scenes to your computer or any media.

4.5 Terms relating to Packaged Content. CinemaNow may make a package of content available for a set monthly or yearly price, as indicated on the Site.

4.5.1 Trial. In the event that CinemaNow makes a free or reduced price trial offer available, you may gain access to a package of content for a trial period of time for a reduced fee or free, as CinemaNow may elect and as set forth on the Site from time to time (the "Trial Offer") under the following terms and conditions:

4.5.1.1 You may only register for the Trial Offer once. You may not register for the Trial Offer using multiple names, e-mail addresses, user names or in any other manner meant or intended to obtain the Trial Offer more than once.

4.5.1.2 In order to access the Trial Offer, you may be requested to enter a valid credit card number (for a card that CinemaNow accepts) and accompanying information. We will verify your credit card information at that time and, if the Trial Offer requires a payment, we will charge your credit card at that time for the amount of the Trial Offer. In the event that the Trial Offer is a free trial, we WILL AUTHORIZE A CHARGE EQUAL TO THE INITIAL CHARGE OF THE SUBSCRIPTION PLAN THAT YOU SELECTED at the time that you enroll for the Trial Offer. Please note that when we authorize the charge, your financial institution (bank, etc.) MAY DEDUCT this amount from your available balance at that time even though CinemaNow has not actually charged your card until after the free trial period has expired. Please check with your financial institution to determine what their policy is regarding this.

4.5.1.3 If you do not cancel the Trial Offer within the Trial Offer time period, you will (and you hereby consent to) be charged CinemaNow's prevailing rates for the subscription service that you have chosen (plus applicable taxes and other charges, if any) at the end of the Trial Offer. CinemaNow reserves the right to increase fees, surcharges, and site subscription fees, or to institute new fees at any time, upon reasonable notice posted in advance on this Site.

4.5.1.4 CinemaNow reserves the right to terminate, cancel, change or modify the Trial Offer at any time, with or without notice to you.

4.5.2 Changing Between Package Plans. Certain of the package plans may allow you, at any time, to switch from your current plan to certain other plans. If you change to a more expensive plan (i.e., from a monthly plan to a yearly plan or from a lower priced monthly plan to a higher priced monthly plan), you will be credited for the days that you have not yet used on your lower priced plan. If you switch from a higher priced plan to a lower priced plan (i.e., from a yearly plan to a monthly plan or from a higher priced monthly plan to a lower priced monthly plan) you will not be credited for the days that you have used on your initial plan.

4.5.3 Anniversary Date. Once you enroll in a package plan, we will bill your credit card on the same date of each subsequent month or year, as the case may be (the "Anniversary Date"). With respect to the Trial Offer, the Anniversary date is the end of the Trial Offer. If the date on which you enrolled doesn't exist in certain future months (for instance, if you enroll on January 31, what happens in February and April?), we will bill your credit card on the closest available day. So, in the above example, we would bill your credit card not on February 31 but on March 1 or February 28 and, instead of April 31 but on April 30 or May 1. Should you elect to cancel your package plan and then enroll again at a later date, that later date will be your new Anniversary Date.

4.5.3.1 Notwithstanding the foregoing, if you change your billing plan, your Anniversary Date will remain the same if you change to a less expensive plan. If you change to a more expensive billing plan, your Anniversary Date will change to the date upon which you have made the change to the billing plan.

4.5.4 Billing. WE WILL BILL YOUR CREDIT CARD THE MONTHLY PACKAGE RATE EACH AND EVERY MONTH THEREAFTER (IF YOU HAVE SELECTED A MONTHLY BILLING OPTION OR ON A YEARLY BASIS IF YOU HAVE SELECTED A YEARLY BILLING OPTION) UNTIL YOU TELL US TO STOP (or until we decide to stop, whichever comes first). That way, you have continuous access to the films that are in the package program. Now, if you decide at some point that you want to cancel your enrollment, which you can do at any time, just click on "My Account", log-in and click on "cancel my subscription" (or similar) and follow the directions. Please note that once you cancel your enrollment your enrollment won't actually cancel until your next billing cycle. And, we won't provide you with a refund for the current month. So, what this means is, once we've charged you for a month or a year (as you have selected), you pay for that time period (and have access to the films for that time period). Of course, once you cancel, you can re-enroll at any time (but without access to the Trial Offer).

4.5.4.1 CinemaNow will automatically charge your account for renewal of your monthly (or yearly, as the case may be) plan. The renewal charge will be the same as the prior month's (or year's) charge, unless otherwise notified in advance. In the event CinemaNow cannot charge your account, we reserve the right to terminate your access to the Fee-Based Services. Once you purchase a monthly or yearly plan to access the Fee-Based Services, you may cancel at any time but CinemaNow will not refund any of your charges.

4.6 Terms Relating to Download and Burn Content.

4.6.1 Certain content (the "Burnable Content") on the Site may be available on a download and burn basis, that is, you can download the content and, using our technology, burn it to recordable optical media such as a recordable CDs or recordable DVDs that is playable on most DVD players and computer DVD-ROM drives. Certain of the Burnable Content is designed to work with Qflix compatible drives and media. This Burnable Content is clearly marked on the Site (the "QflixCompatible Content"). Note that the Qflix Compatible Content will NOT work with a DVD burner that is not Qflix compatible and will NOT work with recordable CDs or recordable DVDs that are not Qflix compatible. Qflix compatible burned discs are recorded for playback in DVD-Video play-only devices and may not play in other DVD devices including recorders and PC drives that are not marked with the Qflix logo or "DVD Download" label. If you have any questions about this, if you have the correct media and burner, please contact Customer Service [can't see this link? Please paste www.cinemanow.com/rightnow.aspx into your browser] and we will assist you.

4.6.2 Unless otherwise indicated on the Site, you are entitled to make one burn of a purchased piece of Burnable Content.

4.6.3 Your possession of the burned disc and/or the file that we download to you does not transfer any copyright or other rights in the Burnable Content to you (other than the right to view the content contained therein for you own personal use). All rights in and to the Burnable Content are reserved by their respective copyright holders.

4.6.4 CinemaNow makes no representation or warranty that your DVD burner or DVD player will work with our technology and/or Burnable Content.

4.6.5 You shall not (and shall not attempt to) rip the movie from the burned DVD or otherwise circumvent the digital rights management used to protect the burned disc and/or file that we download to you.

4.6.6 You shall not attempt to disassemble, reverse engineer or otherwise tamper with any of the CinemaNow technology used in connection with the download and burn offering.

4.6.7 The terms of the End User License Agreement relating to the CinemaNow burning technology is hereby incorporated into this Terms of Use by this reference.

4.7 General Terms Relating to Fee-Based Services.

4.7.1 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.

4.7.2 For purposes of identification and billing, you agree to provide CinemaNow 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, following help instructions, 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 CinemaNow's option, result in immediate suspension or termination of your right to use the Fee-Based Services.

4.7.3 You agree to promptly update your Registration Data, following help instructions, 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, follow subscription help instructions to update your Registration Data.

4.7.4 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.

4.7.5 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.

4.7.6 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 of the purchase price paid for such content, which will be at CinemaNow's sole discretion. CinemaNow will not replace content or issues refunds if you have not complied with the system requirements and testing obligations set forth herein.

4.8 Terms Relating to Refunds. If you purchase a piece of Fee Based Content and are unable to view your selected film(s), please contact customer service. We will work with you to try to solve your problem. If we are unable to do so we will refund your purchase.

5.1 General. Our media player will allow you to "save" scenes of certain content. These scenes are saved on our servers, not on your local computer. Also, they are only available on a streaming basis, not a download basis. As such, you will need be connected to the Internet in order to use this feature.

5.2 No Right to Content. Your use of our saved scenes feature does not transfer any copyright in the saved scenes or any other rights in any content to you.

5.3 No Guarantee of Access. No Guarantee of Access. CinemaNow makes no guaranty that the scenes that you save will be available when you want to watch them or that they will always be available to you. We may, at any time, at our option, discontinue this feature, update features or take other actions that result in a loss of your saved scenes. Also, when CinemaNow's rights to the content that you saved expires, you will no longer be able to view or have access to those saved scenes.

6.1 If you access any adult or mature content on the Site, you represent and warrant that you (i) are at least 18 years of age (21 years of age in AL, MS, NE, WY, and any other location where the age of majority is greater than 18); (ii) are interested in accessing and viewing sexually oriented content; (iii) will not expose the content to a minor or any person who may find the content offensive; (iv) are familiar with the standards in your community regarding sexually oriented materials; (v) believe that the content on this site appeals to the healthy and normal human interests and standards in your community; and (v) understand and accept that you may be exposed to visual images and sounds that graphically depict nudity and sexual activity, or are otherwise sexual and erotic in nature.

6.2 18 U.S.C. Section 2257 Compliance Notice. CinemaNow, Inc. & AllAdultChannel.com do not produce any content and make no representation about any content. All video products offered on this site have been licensed from their respective studios or producers (the "Licensor"). CinemaNow, Inc. is not in possession of any original 2257 disclaimers for any of the models; however, all of the Licensors that provide content licensed to CinemaNow, Inc. represent that all models appearing in their productions are over 18 and that the Licensor maintains all appropriate 2257 disclaimers or the equivalent.

7.1 Hyperlinks. This Site may contain hyperlinks or other references to third party Internet sites that CinemaNow does not own or operate. Such hyperlinks are provided for your reference only. CinemaNow makes no warranties or representations regarding the availability of, or the content located on or through, such sites. CinemaNow does not endorse, sponsor, or review the content contained at the sites to which hyperlinks on CinemaNow web sites are directed, nor does CinemaNow represent that such sites are appropriate for children, in compliance with laws, or are what they purport to be. Accordingly, CinemaNow 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.

7.2 Third Party Postings. This Site may contain information or advertising for third parties. CinemaNow 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. CinemaNow shall not be deemed to have considered, reviewed, screened, or approved of any such third party communication. However, CinemaNow 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.

7.3 "Opt-In" for special notices. CinemaNow may periodically make special offers or communications to users of its Site. If you would like to receive such offers or communications, you may "Opt-In" at any time by checking the "Opt-In" box that appears on the E-mail notices page of the Site, and providing the e-mail address you wish to use to receive such notices. If you change your mind at any time, you can reverse your option, or change your e-mail address, using the same page. Selecting the "Opt-In" option constitutes acceptance of CinemaNow's use of your e-mail address to send you notices pertaining to CinemaNow, its products and services, the Site, the Fee-Based Services, and related topics

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

Certain of our content licensors and other partners have specific rules and policies regarding the use of their content. You can see the policies of The Walt Disney Company and related entities here.

10.1 As with any on-line interaction and electronic communication, there is an inherent risk involved in transmitting any information via the Internet. CinemaNow does not and cannot guarantee that its system is free from hackers or viruses or that information provided by users to CinemaNow will not be stolen or otherwise surreptitiously obtained. CinemaNow 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, CinemaNow 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.

10.2 SUBJECT TO THE PROVISIONS OF SECTION 8.4 HEREINBELOW, NEITHER CINEMANOW 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 CINEMANOW, 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. CINEMANOW 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.

10.3 NEITHER CINEMANOW, 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.

10.4 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 CINEMANOW, 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.

10.5 Termination. In addition to any other rights of the parties set forth herein, either you or CinemaNow may cancel or terminate this Agreement at any time in accordance with the help instructions. CinemaNow 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 CinemaNow terminates this Agreement based on a breach of any portion of this Agreement, CinemaNow reserves the right to refuse to provide any Fee-Based Services or other services to you in the future.

10.6 Indemnity. You hereby agree to indemnify, defend and hold harmless CinemaNow and its Affiliates from and against any and all liability and costs incurred by CinemaNow 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. CinemaNow 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 CinemaNow.

11.1 Notices. Notices by CinemaNow to you may be given by means of a general posting at 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 via our online support console by click here.

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

CinemaNow, Inc.
4553 Glencoe Ave., Suite 200
Marina del Rey, CA 90292

11.2 Governing Law/Forum Selection. These Terms of Use are governed by the laws of the State of California, USA applicable to contracts made and performed solely in the State of California, without regard to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the courts in Los Angeles County, California, USA 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 state of California, and when so served, you shall be subject to the jurisdiction of such court as though the same had been served within the state of California.

11.3 Relationship Between the Parties. Nothing contained in these Terms of Use shall be construed to constitute you and CinemaNow as partners or joint venturers or to constitute employment or any type of agency.

11.4 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 CinemaNow. 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. CinemaNow reserves the right to modify the Usage Rules at any time in its sole discretion.

11.5 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.

11.6 Full Integration. These Terms of Use constitute the entire agreement between you and CinemaNow related to this Site. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Terms of Use supersede all prior written, oral, or electronic agreements between you and CinemaNow relating to this Site.

11.7 Written Agreement. These Terms of Use constitute a written agreement between you and CinemaNow. A printed version of these Terms of Use, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

11.8 Use in Other Locations. This site is controlled and operated by CinemaNow from its offices in the State of California, United States of America. CinemaNow makes no representation or warranty that the Materials in this Site are legal, appropriate or available for use in other locations. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. No software from this Site may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.

11.9 Force Majeure. CinemaNow shall not have any liability to you hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.

11.10 Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

11.11 No Jury Trial. YOU WAIVE YOUR RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING WITH US.

11.12 Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

11.13 Electronic Form of Agreement. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

11.14 Modifications

11.14.1 To the Agreement. CinemaNow has the right to modify this Agreement and any policies affecting the Site, including without limitation the Privacy Policy. Any modification is effective immediately upon posting to the Site or distribution via electronic mail or conventional mail. Your continued use of the Site following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CinemaNow in providing the Site, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the Fee-Based Services, is to cancel your subscription in accordance with the subscription help instructions.

11.14.2 To the Site. CinemaNow has the right to modify, suspend or discontinue the Site or any portion thereof at any time, including the availability of any area of the Site, including without limitation the Fee-Based Services. CinemaNow may also impose limits on certain features and services or restrict your access to parts or all of the CinemaNow Site without notice or liability.

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THANK YOU FOR VISITING CINEMANOW.

This End User Agreement ("Agreement") relates to Disney's (defined below) or its licensors' motion picture and related content, including audio and/or visual works (the "Content").

You may, as a user of the CinemaNow, Inc. services (the "Services"), obtain Content from the Services provided that you agree to use the Content strictly subject to this Agreement.

Before you download any Content, carefully read this Agreement. By downloading the Content you fully and irrevocably accept and agree to be bound by this Agreement. Before you can download any Content, 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 download the Content.

The Content, including the copyrights in the Content, are owned by Buena Vista Home Entertainment, Inc, whose corporate domicile is at 3900 West Alameda Street, Burbank, California, U.S.A., or a related company ("Disney") and/or its licensors, and are protected by the copyright laws of the United States, as well as other intellectual property laws and treaties. The Content is valuable intellectual property and may contain confidential information of Disney and/or its licensors.

This is a distribution and use agreement and not an agreement for sale, transfer or assignment. CinemaNow, Inc. grants you, a non-exclusive and non-assignable right to view and store the Content on one Personal Computer and copy, view and store the Content on one additional Personal Computer or portable media player device solely for personal, noncommercial use (the "Usage Rules").

CinemaNow, Inc., Disney and Disney's licensors do not transfer any title, right or interest to or in the Content to you. Disney and its licensors retain full and complete title, right and interest to the Content and all intellectual property rights therein or related thereto. You may not redistribute, sell, rent, lease, transfer or sublicense the Content. You may not attempt to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any digital rights management software in which the Content is wrapped or otherwise associated with, and you may not edit, modify, translate or create derivative works or adaptations of the Content. In addition, you may not decompile copy, reproduce, reverse engineer, disassemble or otherwise reduce the computer file in which the Content is stored to a human-readable form.

This Agreement is effective until terminated in accordance with the terms hereof.

You agree that the Content will not be shipped, transferred, exported, downloaded or installed outside of the United States.

Except as provide by the Usage Rules, you agree that you will not duplicate or otherwise reproduce (including but not limited to "burning") the Content, or any portion thereof, onto any physical medium, memory or device including but not limited to CDs, DVDs, VCDs or any other such device or medium now known or hereinafter devised. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content or the Usage Rules. The delivery of the Content does not transfer to you any commercial or promotional use rights in the Content. You may, however, output the Content to a television monitor to view the Content for your private use and viewing. All other rights are reserved by Disney, its licensors and the copyright holder(s), and any other use is strictly prohibited. Without limiting the above, except as allowed by law or as clearly indicated in writing by Disney, the Content (and any portion thereof) may not be reproduced, displayed exhibited or performed in whole or in part in or at public places. Without the prior written permission of Disney, the Content may not be exported, resold or distributed.

You acknowledge and agree to the essential condition that the Content is provided "As Is". Therefore, you are aware and agree that the Content might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Content could contain errors or other harmful components. Therefore, we recommend that prior to downloading, you ensure, at your cost, that the Content will suit your requirements and needs and will not have any negative impact on your computer and/or your portable media player system.

CinemaNow, Inc., Disney and Disney's licensors each expressly disclaim any warranties and conditions, express, implied, or statutory, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality and noninfringement, and their equivalents under the laws of any jurisdiction. CinemaNow, Inc., Disney and Disney's licensors do not warrant or otherwise state that the Content will meet your requirements. You (and not CinemaNow, Inc., Disney or Disney's licensors) assume the entire cost of all necessary servicing, repair or correction occasioned by use of the Services or the Content.

Under no circumstances, including but not limited to negligence by CinemaNow, Inc., Disney or Disney's licensors, shall CinemaNow, Inc., Disney or Disney's licensors be liable for any damages, including any direct, indirect, special, incidental or consequential damages of any kind under any legal theory (tort, contract or otherwise) that result from the use of, or the inability to use, the Services or the Content, even if CinemaNow, Inc., Disney or Disney's licensors have been advised of the possibility of such damages. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

This Agreement will terminate immediately without notice from CinemaNow, Inc. if you fail to comply with any term herein. Either party may terminate the Agreement at any time. Upon termination, you must erase, destroy or otherwise remove the Content from all computers and portable devices within your possession or control. These terms and conditions constitute the entire agreement between CinemaNow, Inc. and you and supersede any other communications or advertising with respect to the Content. This Agreement is governed by the laws of the State of California. For future reference, you should print out a copy of this Agreement.

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