Effective As Of: [5/13/2019]
These Terms of Service (“Terms”) apply to your access to and use of the website, Application, and services (collectively, our “Services”) of Round1 Entertainment Inc. and its current or former affiliates, including parents or subsidiaries, and any predecessor or successor entity to any of the foregoing (“Company,” “us,” or “we”).
TO ACCEPT THESE TERMS AND HAVE A MEMBERSHIP, YOU MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOUR MEMBERSHIP IS REGISTERED.
Clicking, having a membership, or otherwise using our Services indicates your acceptance of these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in the Dispute Resolution & Binding Arbitration section below, you may not use our Services.
The Services are intended for access and use from within the continental United States, Alaska, Hawaii, Puerto Rico or other U.S. territories (the “United States”). If you choose to access the Services from outside of the United States, you do so at your own risk and are responsible for compliance with all local laws, rules, and regulations that may apply.
The Services are for personal use only. You may not use the Services if you have previously been suspended or removed from the Services.
You may need to register for a membership account to access some of our Services. If you register for a membership, you must provide accurate account information and promptly update this information if changes occur. You must maintain the security of your membership and any account credentials, and you are responsible for any activities on your membership. Promptly notify us if you discover or suspect that someone has accessed your membership without your permission. If you permit others to use your account credentials and/or membership, you are responsible for the activities of those users.
Our Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein, are owned by or licensed to the Company. Except as explicitly stated in these Terms, the Company and our licensors reserve all rights in and to our Services. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use our Services for your own personal use and to install our mobile application on a device that you own or control; however, such license is subject to these Terms and does not include any right to (a) sell, resell, or commercially use our Services; (b) copy, reproduce, distribute, publicly perform, or publicly display the Services, except as expressly permitted by us or our licensors; (c) modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services; (d) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; or (e) use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the limited license granted herein.
The Company may provide third-party content on our Services and may provide links to web pages and content of third parties (collectively “Third-Party Content”). In all such instances, the Company does not endorse or adopt any Third-Party Content and can make no guarantee as to its accuracy or completeness. The Company does not create, update, or monitor Third-Party Content and is not responsible for any Third-Party Content. You are responsible for deciding if you want to access or use Third-Party Content or applications that link from our Services. Your correspondence or business dealings with, or participation in promotions of, or advertisers found on or through our Services are solely between you and such advertiser. Access and use of such Third-Party Content, including the information, materials, products, and services on or available through any third party sites is solely at your own risk.
You may submit questions, comments, suggestions, ideas, original or creative materials, or other information about the Company, our Application, or our Services (collectively “Feedback”). We reserve the right to incorporate Feedback in our products and Services and otherwise use and fully exploit Feedback for any purpose, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Company, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively “Parties” or “Company Entity”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims“) arising out of or related to: (a) your access to or use of our Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights) while accessing or using our Services; or (e) your conduct in connection with our Services. You will promptly notify the indemnified Parties of any Claim, cooperate with the indemnified Parties in defending the Claim, and pay all fees, costs, and expenses associated with defending the Claim (including, but not limited to, attorneys’ fees). The indemnified Parties will have right to retain sole control of the defense or settlement of any Claim (at your expense). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company or the other Parties.
(a) We do not control, endorse, or take responsibility for any Third-Party Content available on or linked to by our Services.
(b) Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, the Company does not represent or warrant that our Services are accurate, complete, reliable, current, or error-free. While the Company attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
Limitation of Liability
(a) The Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, special damages, or lost profits arising out of or in any way related to these Terms or our Services, even if the Parties have been advised of the possibility of such damages.
(b) The total liability of the Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amounts paid by you to for the Services in the 6 months prior to the claim.
(c) The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of the Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release the Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Dispute Resolution & Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the Company and limits the manner in which you can seek relief.
The term “Dispute” means any dispute, claim, or controversy between you and the Parties, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this “Dispute Resolution & Binding Arbitration” section (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced. If you have a Dispute with any of the Parties that cannot be resolved through negotiation within the time frame described in the “Notice of Dispute” clause below, you and the Company Entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this section, and not litigate any Dispute in court, except for those matters listed as an exclusion below. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
YOU AND THE PARTIES AGREE THAT ANY CLAIM FILED BY YOU OR BY A COMPANY ENTITY IN SMALL CLAIMS COURT ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION.
If you have a dispute with any Company Entity, you must send written notice to [CLIENT ADDRESS] to give the Company Entity that you have a dispute with opportunity to resolve the dispute informally through negotiation. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If the Company Entity you have a Dispute with does not resolve your Dispute within 60 days from receipt of Notice of Dispute, you or the Company Entity you have a Dispute with may pursue your claim in arbitration pursuant to the terms in this section.
ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE COMPANY ENTITY WITH WHICH YOU HAVE A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT THIS WAIVER IS PROHIBITED BY LAW.
All disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in San Francisco County, California in accordance with the Expedited Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. You and the Company agree that these Terms affect interstate commerce and that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“) to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Company will not have the right to assert the claim.
IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO [3070 SATURN STREET, SUITE 200, BREA, CA 92821] AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR MEMBERSHIP ID, IF YOU HAVE ONE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY COMPANY ENTITY THROUGH ARBITRATION.
Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that are not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.
Termination or Suspension
We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use our Services or to discontinue all or a part of the Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and the Company relating to your access to and use of our Services. The failure of the Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Changes to Terms
We may make changes to these Terms from time to time. If we make changes, we will provide notice of such changes, such as by sending an email notification, providing notice through our Services, or posting the amended Terms to our Services and updating the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
If you have any questions, concerns, or complaints regarding our Services or these Terms, please contact the Company at:
ROUND ONE ENTERTAINMENT, INC
3070 SATURN STREET, SUITE 200, BREA, CA 92821
ATTENTION TO MOBILE APP SERVICE RELATION / PHONE: 714-924-7800
If you need additional information on how to resolve a complaint regarding our Services, feel free to contact:
Department of Consumer Affairs
Division of Consumer Services
Complaint Assistance Unit
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834