• You may not copy, distribute, access, or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;

• You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;

• You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform, send us messages, or to extract data;

• You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;

• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;

• You may not access our Platform in an attempt to build a similar or other competitive product;

• You may not use the Platform in an unlawful manner based on the laws of your jurisdiction;

• You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• You may not collect or harvest any personally identifiable information, except where permitted, from the Platform;

• You may not violate or infringe other people’s intellectual property, privacy, or other contractual rights while using our Platform;

• You may not violate any requirements, procedures, policies or regulations of networks connected to Spotlight;

• You may not interfere with or disrupt the Platform

• You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing;

• You agree that you will not hold Spotlight responsible for your use of our Platform; and

• You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Spotlight reserves the right to suspend or terminate any account at any time without notice or explanation.

7. User Content

Your ability to submit or transmit any information through the Platform, including but not limited to data, content, information, images, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

When you submit any User Content to us, you grant Spotlight, its partners, affiliates, Users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for any purposes that we may determine at our sole discretion. Additionally, you grant to Spotlight a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.

8. Monitoring User Content

Spotlight shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Spotlight shall have the right, but not the obligation, to remove any User Content at its sole discretion. For example, we may remove User Content if we believe that any User Content may harm us or our business interests or violate any United States laws or regulations. We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement.

9. Platform Availability and Modification

Although we strive to provide continuous availability to you, we do not guarantee that the Platform will always be available or accessible at any particular time. Specifically, the Platform may be subject to limitations, delays, and other problems that are associated with the use of the internet and electronic communications. You agree and acknowledge that the Platform or any information disseminated may not always be 100% reliable or available. We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time, at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform.

10. Intellectual Property

The names “Spotlight Cinema Networks, “CineLife Entertainment” and “Cinelife,” the design of the Spotlight Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein (“Marks”), are owned by or licensed to Spotlight, subject to copyright and other intellectual property rights under US federal and state laws and international conventions. Spotlight reserves all rights in the Marks. You agree to not engage in the use, copying, or distribution of any Marks contained within the Platform unless we have given you express written permission.

11. Idea Submission

Spotlight or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Spotlight. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Spotlight’ products might seem similar to ideas you submitted to Spotlight. Where you submit any Submission, whether solicited or unsolicited, you agree that: (1) your Submissions and their contents will automatically become the property of Spotlight, without any compensation to you; (2) Spotlight may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Spotlight to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

12. Disclaimer

THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER SPOTLIGHT, NOR ANY OF OUR OFFICERS, DIRECTORS EMPLOYEES, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY SPOTLIGHT SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SPOTLIGHT, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. SPOTLIGHT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. SPOTLIGHT DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SPOTLIGHT SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

13. Limitation of Liability

IN NO EVENT SHALL SPOTLIGHT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SPOTLIGHT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY SPOTLIGHT’S NEGLIGENCE; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.

14. Indemnity

You agree to defend, indemnify and hold harmless Spotlight, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

• your use of and access to the Spotlight Platform;

• your violation of any term of this Agreement; or

• your violation of any third party right, including without limitation any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the Spotlight Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

15. Copyrights

We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:

• Your name

• The name of the party whose copyright has been infringed, if different from your name.

• The name and description of the work that is being infringed.

• The location on our Platform of the infringing copy.

• The A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

• A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Spotlight, Info@SpotlightCinemaNetworks.com or Copyright Agent of Spotlight, Spotlight Cinema Networks, LLC 11601 Wilshire Boulevard, #210, Los Angeles, CA 90025.

Counter Notice: In the event that you receive a notification from Spotlight stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• Your name, address, email and physical or electronic signature.

• The notification reference number (if applicable).

• Identification of the material and its location before it was removed.

• A statement under penalty of perjury that the material was removed by mistake or misidentification.

• Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your Vendor is located (if you are not in the US).

• Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.

16. Choice of Law

This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract is deemed to have occurred in the state of California.

17. Disputes

Any dispute relating in any way to this Agreement or your use of the Platform shall be submitted to confidential arbitration in Los Angeles, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Consumer Rules (“Rules”) available at: www.adr.org/sites/default/files/Consumer%20Rules.pdf, then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically and substitute any in person appearances with written briefs. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction. Further, issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is found to be unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Los Angeles County, CA.

Opt-Out: You may opt-out of this dispute resolution provision by notifying Spotlight within 30 days of the date on which you entered into this Agreement. You must do so by writing to Spotlight Cinema Networks, LLC 11601 Wilshire Boulevard, #210, Los Angeles, CA 90025, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with Spotlight through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Los Angeles County, CA.

18. Class Action Waiver

You and Spotlight agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

19. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Spotlight are deemed to conflict with each other’s operation, Spotlight shall have the sole right to elect which provision remains in force.

20. Third Party Websites

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

21. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

22. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Disclaimer, Indemnification, Choice of Law, Class Action Waiver, and Arbitration sections.

23. Records and Disclosure

By accessing and/or using our Platform, you acknowledge and agree that we may keep a record of your activities or your User Content. We may also disclose these activities or User Content in connection with the Platform as described in our Privacy Policy, if required to do so by the law, or in the good faith belief that this action is reasonable and necessary to: comply with the law or legal process; enforce our Terms of Use or Privacy Policy; respond to claims that your activities in connection with the violate the rights of third parties; or to protect the rights, property, or personal safety of Spotlight, users of our Platform, or the public.

24. Termination

We may terminate this Agreement and your access to our Platform, if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your past, current, or future actions may legally harm Spotlight, our business interests or a third party, at our discretion

25. Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by Spotlight constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.

26. Amendments

This Agreement along with the Privacy Policy and any other supporting agreements provided by Spotlight constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control.

27. Electronic Communications

The communications between you and Spotlight use electronic means, whether you visit the Platform or send Spotlight e-mails, or whether Spotlight posts notices on the Platform or sends you mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Spotlight in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Spotlight provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

28. Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at Info@SpotlightCinemaNetworks.com.

29. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Spotlight must be sent to our agent of notice at: info@spotlightcinemanetworks.com or Spotlight Cinema Networks, LLC 11601 Wilshire Boulevard, #210, Los Angeles, CA 90025.

Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

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