Terms of Use

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National CineMedia, LLC, a Delaware limited liability company (“NCM”, “We” or “Us”) operates the web sites located at www.ncm.com, www.firstlookonline.com, www.fathomevents.com, arms.ncm.com and proposal.ncm.com (the “Sites”, each of the Sites individually, the “Site”).Please carefully read these Terms of Use.By using this or any other Site, you acknowledge and agree that you have read and agree to be bound by these Terms of Use (the “Agreement”).This Agreement is made between NCM and you or, in the case that you represent and are using the Site on behalf of a company or other entity, that company or other entity (in either case, “You”). If you do not agree to be bound by this Agreement, please exit the Site now and refrain from using ANY CONTENT that you MAY have obtained from the SITE .

USE OF THE SITE.

You must be 13 years or older to use this Site.You may access and use the Site solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You are required to agree to before being given access to any specific areas of the Site (any such additional agreements are in addition to this Agreement and will govern your use of the Site in the event of a conflict between the terms of this Agreement and those additional agreements).NCM reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Site (or any portion thereof) with or without notice.

REGISTRATION.

Until you apply for and are approved as a registered user of the Site (a “Registered User”), Your access to the Site will be limited to the areas of the Site generally available to all users.Your approval as a Registered User is at the sole discretion of NCM.In connection with Your application to become a Registered User, You will be asked to submit certain information about Yourself (“Registration Information”).

YOUR ACCOUNT.

If You are approved as a Registered User, You will be asked to create a password-protected account to access the areas of the Site available to registered users (an “Account”). You agree to keep Your Account information and password confidential.You agree to notify NCM immediately of any actual or suspected unauthorized use of your Account.Your Account is solely for Your personal and non-commercial use.You may not sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer Your Account or the right to access your Account to any third party.You are solely responsible for all activities that occur through Your Account.NCM will not be responsible for any loss to You caused by your failure to comply with these obligations. You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current, and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, you will be assigned or permitted to create a user ID for use in identifying your Account (a “User ID”).You may not: (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights without such person’s authorization; or (iii) use a User ID that NCM, in its sole discretion, deems offensive.Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your Account.

PURCHASES.

You may purchase products and other services on the Site.In addition to this Agreement, any purchase on the Site will be subject to any terms and conditions displayed on the Site in connection with the purchase. Unless otherwise indicated on the Site, purchases made by You on the Site cannot be exchanged and are non-refundable. Purchases made on the Site may be subject to service fees or charges which are also non-refundable.All information that you provide in connection with a purchase or other transaction with the Site will be accurate complete and current. You authorize NCM (or a company chosen to act on behalf of NCM) to charge the credit card, debit card or other payment method provided in connection with any transaction on the Site and will pay all charges incurred in connection with any transaction on the Site authorized through Your Account.

TERM AND TERMINATION.

This Agreement will be effective on the date You first use the Site and will continue until terminated. NCM may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to NCM, such termination effective 10 business days following acknowledgment of receipt of such notice by NCM.NCM may also suspend your use of the Site and direct You to cease using the Site with or without notice to You and with or without cause.Upon any termination of this Agreement, all rights granted to You under this Agreement will cease; if You are a Registered User, your Account will be closed, and You must promptly discontinue all access to any part of the Site and the use of any Content downloaded or otherwise obtained from the Site. Sections 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 18 will survive termination or expiration of this Agreement for any reason as they apply to the rights granted to NCM and the restrictions placed on You.

SOFTWARE.

The widgets and other software and code available on or for download through the Site (“Software”) are protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents, trade secrets and other proprietary and intellectual property rights (“ Intellectual Property Rights”).Unless otherwise expressly stated in a license or other agreement separate from this Agreement that You may have entered into (or may enter into) with NCM or its Affiliates relating to any Software (each such license or other agreement, a “Software License Agreement”), NCM grants you a limited, non-exclusive right and license to download, install and execute the Software in accordance with the instructions provided on the Site and solely for your own personal purposes.Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of NCM.

CONTENT.

The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content (collectively, “Content”) available on the Site or provided from or through the Site, including, without limitation, all Content made available to any widget or other Software (such Content and any other contents of the Site, collectively, “Site Content”) are protected by the Intellectual Property Rights of NCM and its partners, affiliates, and licensors (“Affiliates”). Unless otherwise noted on the Site, as between You, NCM and its Affiliates, all Site Content is owned by NCM and its Affiliates. Your access to and use of any Site Content is also subject to any other license or other agreement separate from this Agreement that You may have entered into (or may enter into) with NCM or its Affiliates relating to that Site Content (each such license or other agreement, a “ Content Agreement”).Except as expressly set forth in this Agreement or any Content Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Site or Site Content, or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Site or Site Content without the prior written permission of NCM.If you would like to use the Site Content in a manner that is not expressly set forth in this Agreement or any other Content Agreement, please send your request to NCM by Clicking here or by emailing NCM at customerservice@ncm.com.

MARKS.

Unless otherwise labeled, all trademarks, tradenames, service marks, logos, banners, and page headers displayed on this Site (collectively, the "Marks") are the property of NCM and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of NCM.

POSTINGS AND UPLOADS.

The Site may include forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Content to the Site (such Content, “Provided Content”).You agree not to upload or provide any Provided Content that is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement or misappropriation of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services.You represent and warrant to NCM and its Affiliates that You own all right, title, and interest in and to any Provided Content that You provide or upload to the Site, or that You have sufficient rights, whether by implication, estoppel, or otherwise, to grant NCM the rights discussed in this Agreement.You will indemnify, defend, and hold harmless NCM and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement.By providing or uploading any Provided Content to the Site, unless otherwise stated in a separate agreement entered into by You and NCM in connection with Your upload of any Provided Content, You grant NCM a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in the Provided Content or warrant that all moral rights applicable to such content have been waived.You also grant NCM the right to use Your name in connection with the reproduction or distribution of such material.

CONDUCT.

You will not and will not permit any third party to use Your Account to (1) use the Site to harvest or collect e-mail addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (2) use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; (3) use automated scripts to collect information from or otherwise interact with the Site; (4) use the Site to intimidate or harass any other people or entities; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Site; (6) remove, bypass or circumvent any electronic protection measures on the Site; (7) remove, alter, or obscure any copyright or other proprietary rights notices included on the Site; or (8) upload to the Site or provide to NCM any code or device capable of or intended to interrupt, harm or damage the Site or the operation of the Site.

CLAIMS OF INFRINGEMENT.

Just as NCM requires users of the Site to respect the copyrights and other intellectual property rights of NCM, its Affiliates, and other third parties, NCM respects the copyrights and other intellectual property rights of users of the Site and other third parties.If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

National CineMedia, LLC
Attn: Copyright Infringement Agent
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

Please provide the following information to NCM’s Copyright Infringement Agent:

The identity of the infringed work, and of the allegedly infringing work;
Your name, address, daytime phone number, and E-mail address, if available;
A statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
A statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner;
Your electronic or physical signature;

REPRESENTATIONS AND WARRANTIES.

You hereby represent, warrant, and covenant for the benefit of NCM and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; and (3) all information You provide to NCM in connection with this Agreement and Your access to the Site and use of the Services is correct and current.

DISCLAIMER AND LIMITATION OF LIABILITY.

Disclaimer. THE SITE AND ALL ACCESS TO YOUR ACCOUNT AND THE SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED BY NCM "AS IS" and “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER.NEITHER NCM NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE.you understand that by using the site, you may be exposed to content that YOU MAY FIND offensive, indecent or objectionable.Under no circumstances will NCM be liable in any way for any SOFTWARE OR content provided THROUGH the site.YOU AGREE THAT YOUR ACCESS TO THE SITE IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE.EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, NCM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND NCM’S CONTROL MAY OCCUR FROM TIME TO TIME.

Limitation. IN NO EVENT WILL NCM BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SITE, YOUR ACCOUNT, OR ANY OF THE SERVICES, SOFTWARE OR CONTENT PROVIDED THROUGH THE SITE, EVEN IF NCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY .NCM’s total aggregate liability for any damages arising out of or related to this Agreement will not exceed $250.

INDEMNIFICATION.

You hereby indemnify, defend, and hold harmless NCM and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Site, Services, Software or Content, or Your breach of any term of this Agreement.NCM will provide You with notice of any such claim or allegation, and NCM will have the right to participate in the defense of any such claim at its expense.

PRIVACY POLICY.

Click here or direct your web browser to http://www.ncm.com/Info/Privacy.aspx to view a copy of NCM’s privacy policy (the “Privacy Policy”) which is incorporated in this Agreement by reference.By accepting this Agreement, You expressly consent to the use and disclosure of your personally identifiable and other information as described in the Privacy Policy.

LINKED SITES.

The Site may contain links to third-party sites that are not under the control of NCM, and NCM is not responsible for any content on any linked site.If you access a third-party site from the Site, then you do so at your own risk. NCM provides links only as a convenience, and the inclusion of the link does not imply that NCM endorses or accepts any responsibility for the content on those third-party sites.NCM welcomes links to the Site.You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of your site by NCM or any group or individual affiliated with NCM.You may not use on your site any Content or Marks appearing on the Site in establishing the link.You may not frame or otherwise incorporate into another site the Content or other materials on the Site without prior written consent.

NOTICES.

Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to NCM by postal mail to the address for NCM listed on the Site.If applicable law requires that NCM accepts E-mail notices (but not otherwise), then You may send NCM an E-mail notice by Clicking here or by emailing NCM at customerservice@ncm.com.With respect to NCM's notices to You, NCM may provide notice of amendments by posting them on the Site and You agree to check for changes.In addition, or in lieu thereof, NCM may give notice by sending E-mail to the E-mail address You provide during registration for the Site.Notice shall be deemed given 24 hours after it is posted or an E-mail is sent, unless (as to E-mail) the sending party is notified that the E-mail address is invalid.

GENERAL TERMS.

Third-Party Beneficiaries. NCM’s Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.

Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder, and any attempt to do so will be null and void.

Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties.The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles.The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, CO. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.

Modifications. NCM reserves the right, at any time and without notice, to add to, change, update, or modify the site and these Terms of Use, simply by posting such addition, change, update, or modification on this site. Any such addition, change, update, or modification will be effective immediately upon posting on the Site.