REELZ NOW - Terms of Use

12.12.12 by REELZ

IMPORTANT! PLEASE READ THESE TERMS AND CONDITIONS OF USE ("Terms") CAREFULLY BEFORE USING THIS ONLINE ENTERTAINMENT SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US, AND THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE. This agreement is a legally binding agreement between REELZChannel LLC ("REELZ," "Us" or "We") and you concerning the REELZ NOW service ("REELZ NOW"). Access to and use of the Services, including the websites located at www.reelz.com associated with it (the "Site"), is provided by REELZ subject to the following. [These Terms also apply to interactive features or downloads that are owned or controlled by REELZ, are available through the Services or that interact with the Services and post these Terms.] References to "you" in this Agreement may also include any household member accounts established by you, if available.

To be eligible to access the Services, you must meet the following criteria (the "Eligibility Criteria"): (1) you must reside within the fifty contiguous states of the United States of America ("US"), the District of Columbia (the "Services Area"); (2) you must be a subscriber with an account in good standing with an authorized television provider ("Distributor") of (a) REELZ. If you meet these Eligibility Criteria, you may additionally be authorized to add household member accounts, subject to availability, as described in more detail in the terms of use of your Distributor.

Any household members that have reached the age of majority will be required to agree to these Terms and the Privacy Policy governing the Services and/or the Site at the time the household member account is established. If you choose to establish a household member account for your minor child, you will be required to submit this information to establish a household member account for such child, and you will be required to consent to these Terms and the Privacy Policy on behalf of such child. For more information on household member accounts, please see Paragraph 3.

REELZ reserves the right to modify the terms and conditions of this Agreement or to change, modify or otherwise alter any feature of the Services and/or the Sites at any time in its sole discretion. Changes may be communicated to you by making the revised Agreement available for your review. Any modifications to this Agreement, including, but not limited to, any modifications to the warranty disclaimers or limitations of liability contained in this Agreement, will supersede the prior Agreement provisions for all activity occurring after the revised version has been made available in the manner described above. Your continued use of the Services and/or the Sites after the revised version is made available constitutes your agreement to the revision.

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from REELZ if you fail to comply with any term(s) of the Agreement.

1. REPRESENTATIONS: By accessing, previewing or otherwise using the Services and/or the Site in any manner you represent and warrant that you are a resident of the Services Area, that you are a subscriber with an account in good standing with an authorized distributor of REELZ, and a subscriber to REELZ; and that you have legal capacity to enter into this Agreement (i.e., that you are at least eighteen (18) years old or of sufficient age to be considered an adult in your state of residence and possess sufficient mental capacity and are otherwise entitled to be legally bound in contract). You represent that you have read and agree to abide by this Agreement, and that you have read and are aware of and in agreement with the terms of our Privacy Policy.

2. LICENSE: REELZ grants you a limited, non-exclusive, non-transferable license to access, use and privately display the Services solely as provided in this Agreement solely for your personal use and provided that you continue to meet all of the Eligibility Criteria and that you are not in breach of this Agreement. Please note that in order to access the Services, your Computer(s) must be connected to the Internet, and you will be solely responsible for the cost and maintenance of any such Internet connection. Additionally, the Services will only operate on certain hardware and software platforms specified at the Help feature of the Services. It is your sole responsibility to ensure that you have access to the appropriate platforms required to access the Services. Please check the requirements periodically, as REELZ reserves the right to change or cease support of any hardware or software platforms at any time.

This license will enable you to view, preview, select, stream and access video, audio, graphics, photos, text, special features, software and/or messages (collectively "Content") via the Services and/or the Site in accordance with the terms of this Agreement during the timeframe in which your account is active and for the duration of the access window for each individual Content item. Any copy of the Services, the Sites, Content or any portion thereof will constitute a violation of copyright. Violation of this Agreement in any manner automatically terminates the license granted to you herein and obligates you to cease all use of the Services and/or the Sites.

3. REGISTRATION: You are responsible for all activity occurring under your Registered Account, including maintaining the confidentiality of your Username and Password, and you agree that any household member account users authorized by you will not permit the disclosure of any Username and Password to any person. You agree that you will: (a) immediately notify your distributor of any unauthorized use of a Username and/or Password by visiting your distributor's website (b)make sure that you and any of your authorized household members properly exit the Services at the completion of each session. REELZ and its partners and distributors shall not be liable for any loss or damage arising from your use or misuse of your Registered Account, or failure to comply with the registration requirements.

4. PARENTAL CONTROLS/CONTENT: THE SERVICES CONTAINS MATURE CONTENT, WHICH MAY NOT BE APPROPRIATE FOR CHILDREN. WHERE POSSIBLE, CONTENT IS RATED ACCORDING TO GUIDELINES ESTABLISHED BY THE MOTION PICTURE ASSOCIATION OF AMERICA OR TELEVISION RATINGS/CONTENT ADVISORIES. HOWEVER, SOME CONTENT MAY NOT BE RATED AND/OR MAY CONTAIN VIOLENCE, SEXUAL CONTENT, AND MATURE THEMES. Such Content is intended for those persons over the age of 18, or those persons who have received consent from a parent or guardian.

5. COPYRIGHTS AND TRADEMARKS: The Services, including but not limited to the Site, and all materials incorporated in the Services and the Sites (including, but not limited to text, photographs, graphics, video and audio) are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights under laws of the United States and other countries. The copyright proprietors have licensed this Content for private use only and not for public exhibition. Unauthorized copying, editing, exhibition, broadcast or distribution of a copyrighted program can result in severe criminal and civil penalties under U.S. laws. In particular, criminal copyright infringement, including without monetary gain, is investigated by the FBI and is punishable by up to 5 years in prison and a fine of $250,000.

Some of the characters, logos or other images incorporated by REELZ on the Services and the Site are also protected as registered or unregistered trademarks, trade names and/or Service marks owned by REELZ ("Trademarks"). All other trademarks are the property of their respective owners. Use of the Trademarks of REELZ or of any other party is not authorized in any manner other than as incorporated into the Services and the Sites.

6. COPYRIGHT NOTICE: If you believe that any Content appearing on the Services has been copied in a way that constitutes copyright infringement under the laws of the United States, please forward the following information to the Copyright Agent named below:

Your name, address, telephone number, and email address; A description of the copyrighted work that you claim has been infringed; The exact URL or a description of where the alleged infringing material is located; 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 the law; An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

REELZChannel LLC 5650 University Blvd SE, Bldg D Albuquerque, NM, 87106 Attn: Legal Department/Copyright Agent E-Mail: copyright@reelz.com

Please note that while REELZ seeks to preserve any and all exemptions from liability that may be available under the copyright law, this is not a stipulation that REELZ is a service provider as defined in 17 USC section 512c or elsewhere in the law.

7. RESTRICTIONS ON USE OF MATERIALS: (a) You may not copy, reproduce, distribute, transfer, sell, license, publish, enter into a database, display, perform publicly, modify, create derivative works, upload, edit, post, link to, frame, transmit, rent, lease, lend or sublicense or in any way exploit any part of the Services, or attempt to interfere with the operation of the Services in any way, except that you may access and display material and all other Content displayed on the Services for non-commercial, personal, entertainment use for a limited time only as strictly authorized herein. You may not use any data mining, robots, or similar data gathering and extraction tools on the Services or on any portion of the Service, or frame any portion of the Service. Without limiting the generality of the foregoing, you may not distribute any part of the Services over any network, including a local area network, nor sell or offer it for sale. You may not assign, sublicense, pledge or transfer any of your rights or obligations under this Agreement to any person or entity without REELZ's prior written consent which may be withheld in REELZ's sole discretion (and any such purposed assignment, pledge or transfer without such prior written consent shall be void ab initio). In addition, these files may not be used to construct any kind of database. Any authorization to copy material granted by REELZ in any part of the Services for any reason is restricted to viewing a single copy for non-commercial, personal, entertainment use only, and is subject to your keeping intact all copyright, trademark and other proprietary notices. Using any material on any other Service or networked computer environment is prohibited. Also prohibited are: decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software or digital rights management feature on the Services into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software or any feature of the Services, or intercepting and/or recording network communications transmitted between the Services and REELZ.

(b) REELZ respects the intellectual property rights of others and asks users of the Services to do the same. REELZ and its licensees and other Content partners reserve the right, at any time, to prosecute any violation of copyright or other intellectual property laws to the fullest extent of the law, including both civil and criminal penalties.

(c) REELZ and its partners and affiliates may suspend or terminate your subscription and access to the Services immediately if REELZ reasonably determines that you are in violation of this Agreement or receives information that you no longer meet the Eligibility Criteria. In such event, you must cease all use of the Services. The suspension or termination of your subscription is in addition to, and not in lieu of, any rights and remedies available to REELZ, its partners and affiliates under this Agreement or under applicable laws.

8. CONTENT AND CONTENT LIMITATIONS: Content, including but not limited to video, audio, graphics, photos text, special features, software and messages may be streamed to you or otherwise made available to you. Please note that some Content items may specify an access window in which you will be able to view the Content. The access window will typically range between four (4) to eight (8) weeks, although because these windows may vary, you should pay close attention to the description provided with the Content. During the applicable access window, you will be able to view the Content as many times as you want, BUT ONCE THE ACCESS WINDOW FOR A PARTICULAR CONTENT ITEM TERMINATES, YOU WILL NO LONGER HAVE THE ABILITY TO ACCESS THAT PIECE OF CONTENT. It is your responsibility to monitor the access window for each piece of Content available via the Service, and REELZ and its partners and affiliates accept no liability for any access windows or the expiration thereof.

REELZ reserves the right, in its sole discretion, to disable access to any Content at any time, regardless of the posted access windows or its programming schedules.

Please note that not all Content will be available for all purposes, and that access to certain Content may depend upon your geographic location (i.e. you will not be able to access content from outside the Service Area), whether you are able to maintain an Internet connection, available bandwidth and equipment used to access the Service. You should be sure to read the detailed description near each piece of Content to determine options for viewing or accessing that Content. While we do our best to keep the Content descriptions up-to-date, REELZ does not warrant that such descriptions will always be complete, current, or accurate. No transfer of ownership to any portion of the Content shall be made as a result of any access you are granted to the Services as a result of your subscription.

9. SERVICE UPDATES AND SOFTWARE: At various times, REELZ may choose to make available updates, bug fixes, or other changes or enhancements to the Services (collectively, "Service Updates"). Service Updates may be: (a) automatic, such as in connection with general website changes and additional features or updates to data required by the Service; (b) at your election, in which instance you will receive information and instructions for how to authorize optional Service Updates; and (c) mandatory, in which case you will be required to consent to the Services Update or install or upgrade a third-party plug-in if you wish to maintain continued access to the Services.

10. NO ADDITIONAL CHARGE TO SUBSCRIBERS: The Services are available to you at no additional charge provided you meet the Eligibility Criteria set forth in the second paragraph of the introduction to this Agreement, which are: (1) you must reside within the Service Area; (2) you must be a subscriber with an account in good standing with an authorized distributor of REELZ that carries REELZ, as applicable; and (3) you must subscribe to REELZ, as applicable. In order to open a Registered Account, you MUST register online and provide the required information.

11. SOCIAL MEDIA: In certain instances, you may be able to connect and/or link your Registered Account to certain third party social media sites ("Social Media Sites"), including , without limitation, Facebook and Twitter. BY CONNECTING OR LINKING YOUR REGISTERED ACCOUNT TO ANY SOCIAL MEDIA SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO THE SOCIAL MEDIA SITE (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON SUCH SOCIAL MEDIA SITE). IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT CONNECT OR LINK YOUR REGISTERED ACCOUNT TO ANY SOCIAL MEDIA SITE.

12. TERMINATION: REELZ reserves the right to cancel, terminate or restrict your access to the Services at any time, without notification, for any or no reason whatsoever.

13. CUSTOMER SERVICE: (a) If you need assistance with the Services and are unable to resolve your question via our Help feature of the Services, please contact your Distributor's website.

(b) If you have specific concerns with the closed caption feature, please contact:

Aaron Martinez REELZ Media Relations 5650 University Blvd SE, Bldg D Albuquerque, NM, 87106 Attn: Legal Department/Copyright Agent E-Mail: info@reelz.com

14. DISCLAIMER OF WARRANTIES: YOUR USE OF THE SERVICES AND THE SITES IS AT YOUR OWN RISK. THE SERVICES AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE SERVICES AND THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REELZ, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. REELZ, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT REELZ'S SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REELZ, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, FUNCTIONS OR OTHER CONTENT IN THE SERVICES OR ANY SITES LINKED TO THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. LIMITATION OF LIABILITY: REELZ, ITS AFFILIATES, RESPECTIVE PARTNERS, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNATIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO FAILURE OF PERFORMANCE, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE, DELAY IN OPERATION OR TRANSMISSION, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT,COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICES AND/OR THE SITES OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, FUNCTIONS OR OTHER CONTENT ON THE SERVICES AND/OR THE SITES, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF REELZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT REELZ) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. YOU ASSUME THE RISK IN USING THE SERVICES AND/OR THE SITES AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

16. FEEDBACK AND POSTINGS: (a) Portions of the Services and/or the Sites may invite you to provide us with feedback. Please be aware that REELZ does not accept unsolicited submissions of concepts, creative ideas, suggestions, stories, or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by REELZ staff or representatives might seem to others to be similar to the submitted concepts, creative ideas, suggestions, stories or other potential content. Therefore, please do not send REELZ any unsolicited submissions. In any event, no material you send to us will be treated as confidential.

(b) Please also be aware that your feedback will not be acknowledged and does not create a confidential, fiduciary or other special relationship between you and REELZ, or any of its affiliates or any of its licensees, successors or assigns or place REELZ or any of its affiliates, licensees, successors or assigns in a position that is any different from the position held by members of the general public. You acknowledge and agree that neither REELZ nor any of its licensees, successors or assigns has now, or shall have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to the infringement or protection of any copyright in and to your feedback, and that REELZ and its licensees, successors or assigns are not responsible for the loss, deletion, failure to store or misdelivery of any feedback submitted.

(c) To the extent that use of the Services and/or the Sites provides you or other users an opportunity to post and exchange information, content, ideas and opinions ("Postings"), be advised that REELZ does not screen, edit, or review Postings prior to their appearance on the Site or elsewhere, and Postings do not necessarily reflect the views of REELZ. To the fullest extent permitted by applicable laws, REELZ excludes all responsibility and liability for the Postings or for any losses or expenses resulting from their use and/or appearance on the Site or elsewhere. REELZ reserves the right to monitor all Postings and to remove any which it considers in its absolute discretion to be offensive or otherwise in breach of this Agreement or in violation of general community standards and notions of decency. You hereby represent and warrant that you have all necessary rights in and to all Postings you provide and all material, content and information they contain and that such Postings shall not infringe any proprietary right, intellectual property right or other rights of third parties.

(d) Please act responsibly when using the Services and/or the Sites. You may only use the Services and/or the Sites and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through the Services and/or the Sites. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if any third party claims that material you have contributed to the Services and/or the Sites is unlawful, you will bear the burden of establishing that it is lawful.

17. HYPERLINKS TO AND FROM THIRD PARTY SITES: (a) You are not permitted to link to the Services and/or the Sites from any third-party site without the prior written permission of REELZ. However, the Services and/or the Sites may link you to other sites on the Internet including, without limitation, sites owned or controlled by our distributors. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of REELZ, and you acknowledge that (whether or not such sites are affiliated in any way with REELZ or its partners) REELZ is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the Content of such sites. The inclusion of such a link does not imply endorsement of any site by REELZ or any association with its operators.

(b) REELZ cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site that links to or from the Services and/or the Sites. REELZ does not endorse any of the merchandise, nor has REELZ taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites. We have no duty to pre-screen information, products and services of third parties (collectively "Third-Party Content"), but we have the right to refuse to post or to edit submitted Third-Party Content. We reserve the right to remove Third-Party Content for any reason, but we are not responsible for any failure or delay in removing such material. REELZ does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.

(c) Any area of the Services that is accessed through any third party proprietary online service is subject to the rules, policies and guidelines of such third party proprietary online service.

18. SYSTEM ABUSE: (a) You may not reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on the Services and/or the Site.

(b) You are prohibited from using any services or facilities provided in connection with the Services to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited.

19. INVESTIGATIONS/VIOLATIONS: REELZ along with its respective partners and affiliates reserve the right to investigate suspected violations of this Agreement, and may seek to gather information from the user who is suspected of violating the terms of this Agreement, and from any other user. We may suspend any users whose conduct is under investigation and may remove such material from its servers as it deems appropriate and without notice. If we believe, in our sole discretion, that a violation of these terms of this Agreement has occurred, it may warn users, suspend Usernames and Passwords, terminate Registered Accounts or take other corrective action deemed appropriate. We may provide personally identifiable information in response to legal process, for example, in response to a court order or a subpoena. We also may disclose such information in response to a law enforcement agency's request. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS REELZ, ITS RESPECTIVE PARTNERS AND AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY REELZ DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER REELZ OR LAW ENFORCEMENT AUTHORITIES.

20. USE IN U.S. ONLY: The Services are intended for viewing solely within the Services Area. REELZ makes no representation that materials or other Content in the Services are appropriate or available for use outside of the Service Area.

21. INDEMNITY: You agree to indemnify and hold harmless REELZ, its directors, officers, shareholders, parents, subsidiaries, affiliates, partners, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your breach of any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content onto the Services' servers, and/or from any and all use of your Registered Account in violation of this Agreement or the failure to fulfill any obligations relating to your Registered Account incurred by you or any other person using your Registered Account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

22. DISPUTE RESOLUTION (a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered into and to be performed entirely within New York and without regard to conflict of law principles.

(b) Most concerns can be resolved by contacting your service provider and you agree and understand that your service provider is the entity responsible to you with respect to your use of the REELZ TVE service. In the unlikely event an issue arises that is not the responsibility of your service provider, except in relation to intellectual property rights as set forth in subparagraph (e) below, we each agree to resolve those disputes through binding arbitration instead of in courts. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.

(c) Any dispute, claim or controversy arising out of or relating to the REELZ TVE service or your use of the REELZ TVE service, including the REELZ TVE website, user interface, these Terms of Use and this Arbitration Agreement, must be filed within one year of the relevant events. You waive - that is, give up your right to pursue - any dispute, claim or controversy that is not filed within one year and any right you may have had to pursue that dispute, claim or controversy in any forum is permanently barred.

(d) Except as set forth in subparagraph (e) below, REELZ and you agree that any dispute, claim or controversy arising out of or relating to the REELZ TVE service or your use of the REELZ TVE service, including the REELZ TVE website, user interface, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration instead of courts of general jurisdiction. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this or any prior Agreement; claims that may arise after the termination of this Agreement.

References in this paragraph to "REELZ," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, licensees, licensors or providers of content, successors, and assigns, as well as all authorized or unauthorized users of the REELZ TVE service under this or prior Agreements. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

You agree that, by entering into this Agreement, you and REELZ are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

A party who intends to seek arbitration must first send to the other, by certified mail, return receipt requested, or by other mail delivery service that provides proof of delivery (e.g., FedEx), a written notice of dispute ("Notice"). The Notice to REELZ should be addressed to: General Counsel, REELZChannel LLC, 5650 University Blvd SE, Bldg D, Albuquerque, NM, 87106 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). If REELZ and you do not reach an agreement to resolve the claim within 60 days after the Notice is received, you or REELZ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by REELZ or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or REELZ is entitled.

If your claim is for less than $75,000, upon written request to the Notice Address prior to commencement of the arbitration, REELZ will advance the arbitration filing fee and arbitrator's costs by direct payment to the appropriate entity. If the arbitration proceeding is decided in REELZ's favor, you shall reimburse REELZ for the fees and costs advanced to the extent available in a judicial proceeding. If the arbitration is decided in your favor - which occurs if there is an award to you that is greater than the value of REELZ's last written settlement offer made before an arbitrator was selected - you will not be required to reimburse REELZ for any of the fees and costs advanced.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement, including Disclaimer of Warranties and Limitation of Liability. The arbitrator shall have the right to award money damages and other appropriate relief, consistent with the terms of this agreement; HOWEVER THE ARBITRATOR SHALL NOT HAVE THE RIGHT TO AWARD INJUNCTIVE RELIEF AGAINST EITHER PARTY OR TO CERTIFY A CLASS ACTION OF ANY KIND.

All issues are for the arbitrator to decide. Unless REELZ and you agree otherwise, any arbitration hearings will take place either (i) in person in the county (or parish) of the billing address associated with your subscription according to your Distributor, whose records shall be the sole determinant, or in New York, New York, at your option, or (ii) by video conference during which you shall be able to appear from the county (or parish) of the billing address associated with your subscription according to your Distributor, whose records shall be the sole determinant, or any other location of your choosing which has appropriate video conference facilities available. If your claim is for $10,000 or less, there shall be no in person hearing; and we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by video conference as established by the AAA Rules. If your claim exceeds $10,000, the right to and format of a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Each party shall be responsible for their own attorneys fees. Although under some laws REELZ may have a right to an award of attorneys' fees and expenses if it prevails in an arbitration, REELZ agrees that it will seek such an award only in the event that the substance of your claim or the relief sought has been deemed by the arbitrator to be frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

YOU AND REELZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and REELZ agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

(e) Notwithstanding the foregoing, disputes enforcing, protecting, or concerning the validity of any of your or REELZ's intellectual property rights (or the intellectual property rights of any of REELZ's licensors) are not covered by this agreement to arbitrate contained in paragraph 22.

(f) If the waiver of the right to participate in a class action set forth in subparagraphs (b) and (d) above is found to be illegal or unenforceable for any reason whether by judicial, legislative, or other action, than the entirety of the agreement to arbitrate contained in paragraphs (b) and (d) is null and void. In that instance, you and REELZ agree to waive your right to a jury trial. You and REELZ further agree that any dispute, claim or controversy arising out of or relating to the REELZ TVE service or your use of the REELZ TVE service, including the REELZ TVE website, user interface, and these Terms of Use shall be brought in the appropriate state or federal court located in New York County, New York; and that we both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York.

23. SEVERABILITY: If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.

24. ELECTRONIC SIGNATURE: As a Registered Accountholder, your use of the Services enables you to enter into agreements and/or to make purchases electronically. You acknowledge and agree that your electronic submissions constitute your agreement and intent to be bound by any such agreements and/or purchases, including without limitation all transactions you enter into in connection with the Service.

25. FORCE MAJEURE: REELZ shall not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by force majeure, which shall refer to any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, Governmental action, or other cause beyond its control.

26. EXPORT CONTROL: You may not use or otherwise export or re-export the software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the software may not be exported or re-exported into any U.S. embargoed countries or to any persons listed as prohibited under applicable law or regulation.

IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS PLEASE DO NOT ACCESS AND/OR USE THE SERVICE.

Last updated: December 4, 2013