TERMS OF USE

IMPORTANT!  PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY. These terms of use are a legally binding agreement between STARZ ENTERTAINMENT, llc (“starz,” “Us” or “We”) and you concerning THE: (1) STARZ Play, ENCORE Play AND MOVIEPLEX Play SERVICES (“SERVICES”); (2) WEBSITES LOCATED AT STARZPLAY.COM, ENCOREPLAY.COM AND MOVIEPLEX.COM ASSOCIATED WITH THE SERVICES (“SITES” ); AND (3) interactive features or downloads that are MADE available through OR INTERACT WITH the Services OR SITES (“FEATURES”). By UsING THE SERVICES, SITES AND FEATURES YOU ARE UNCONDITIONALLY AGREEING TO THE TERMS OF USE.  IF YOU DO NOT AGREE TO THE TERMS OF USE, PLEASE DO NOT USE THE SERVICES OR THE SITES.

1.         ACCESS; USE.  In order to use and access the Services, Sites and Features you must meet the following access requirements (“Access Requirements”): (1) be 18 years of age or older (or whatever the applicable age of majority (legal adulthood) is where you are located); (2) you must reside within the fifty states of the United States of America ("U.S."), the District of Columbia, and certain US territories (“Service Area”); (3) you must be a subscriber through an authorized service provider (“Distributor”) of: (a) STARZ (with respect to STARZ Play); (b) ENCORE (with respect to ENCORE Play); and (c) MOVIEPLEX (with respect to MOVIEPLEX Play). References to “you” in this Agreement also include any household members that access and use a user account (“User Account”) established by you.  Use of a User Account by a household member indicates such household member’s acceptance of the Terms of Use.

2.         GRANT OF RIGHTS; RESTRICTIONS.  Starz hereby grants you a limited, non-exclusive, non-transferable license to access, use and privately display or exhibit the Services, Sites, Content (as defined in Section 3) and Features, solely within the Service Area, in accordance with the Terms of Use.  Starz grants you this limited license for your personal use only, and not for any commercial purpose.  The use of the Services, Sites, Content or Features for commercial purposes is unauthorized and may constitute infringement. This license does not include any rights to: (1) sell, resell, lend, lease, rent or otherwise commercially use the Services, Sites, Content or Features or any other material or information contained therein; (2) collect or use any information, data, listings, or descriptions for any reason; (3) create derivative works from the Services, Sites, Features or Content or any other materials or information contained therein; (4) download or copy User Account information of any third party; (5) use data mining, robots, or other data gathering and extraction tools; (6) distribute, transfer, or post any Content on any third party website, online service or other media; (7) modify, adapt, create derivative works from or translate any part of the Services, Sites, Content or Features; (8) reverse engineer, decompile or disassemble the Services, Sites, Content or Features, or otherwise attempt to obtain access to the Starz IP (as defined in Section 3); (9) remove or alter any copyright, trademark or other proprietary notice contained in the Services, Sites, Content or Features. Except as provided herein, you may not frame or utilize framing techniques to use, surround or enclose the Service names, Content or Features or any trademarks, service marks, logo, or other proprietary information (including: images, text, page layout, or form) of Starz and/or its affiliates or subsidiaries or Content providers without Starz' express written consent. You may not use any meta-tags or any other "hidden text" utilizing the name of the Services, Sites, Content, Features, Starz and/or its affiliates, subsidiaries or Content providers, or any tradenames or trademarks or other copyrighted materials relating thereto, without the express written consent of Starz.

3.         INTELLECTUAL PROPERTY. 

            (a)        As between you and Starz, the Services, Sites, Content and Features are owned by Starz and/or its licensors and content and technology providers, and are protected by applicable domestic and international copyright laws. As used herein, “Content” means: (1) any and all motion pictures, images, animations, artwork, copy or information; and (2) any and all other human readable audio and/or visual elements, regardless of the form or format, accessible via the Services, Site or Features.  Any and all underlying patentable or copyrightable elements (or elements protectable as trade secrets or otherwise under intellectual property laws) related to the Services, Site, Content and/or Features, including without limitation, source code, script, object code, software, protocols, algorithms, computer programs, data and other sets of statements and instructions contained in the Services, Sites, Content and/or Features will be considered the property of Starz (“Starz IP”).  

            (b)        STARZ, ENCORE, MOVIEPLEX and all related registered and unregistered trademarks and service marks (“Starz Marks”) are the property of Starz Entertainment, LLC.  Certain characters, logos, names and images incorporated by Starz Entertainment, LLC on the Services, Sites, Content and Features are also protected as registered or unregistered trademarks, trade names and/or service marks and are the property of their respective owners.  The Starz Marks may not be used without the express written permission of Starz. 

4.         REGISTRATION; USER ACCOUNTS.  In order to use the Services, you will be required to create a User Account.  You may only open a User Account for yourself, and not for any other person.  A User Account can only be established by consumers that meet the Access Requirements.  You warrant that the information you provide during registration for a User Account, and any other communications with Starz and/or in connection with the Services for any reason, is true, correct, complete, and current and you agree to update such information as necessary so that it remains current, accurate, and complete. You are responsible for all activity occurring under your User Account and for maintaining the confidentiality of your User Account information. You agree that you will: (1) immediately notify Starz of any unauthorized use of your User Account; and (2) not allow any third party to use your User Account. Starz will have no liability for any loss or damage arising from use or misuse of your User Account or your failure to comply with these requirements.  Starz, its affiliates and its third party licensors cannot and will not be liable for any loss or damage arising from any failure on the part of any person to comply with these obligations.  The Services, Sites and/or Features may provide you with the opportunity to connect and/or link your User Account to certain third party social media sites ("Social Media Sites").  If you choose to connect or link your User Account to any Social Media Site via the Services, Sites or Features you consent to the release of information about you to others, including to the Social Media Site(s).  If you do not want information about you to be shared in this manner, do not connect or link your User Account to any Social Media Site(s).

5.         CONTENT; PARENTAL CONTROLS.  MOST CONTENT AVAILABLE ON THE SERVICES, SITES AND FEATURES IS RATED ACCORDING TO GUIDELINES ESTABLISHED BY THE MOTION PICTURE ASSOCIATION OF AMERICA (I.E., G, PG, PG-13, R) OR TELEVISION RATINGS/CONTENT ADVISORIES. HOWEVER, SOME CONTENT MAY NOT BE RATED, AND MAY CONTAIN GRAPHIC VIOLENCE, SEXUAL CONTENT AND MATURE THEMES.  SUCH CONTENT MAY NOT BE SUITABLE FOR ALL VIEWERS. 

Parental controls (“Parental Controls”) for the Services may be accessed in one of the two following ways as determined by your Distributor: (1) if your Distributor passes through your Parental Control settings as part of the authentication process for the Services, Parental Controls and any modifications thereto must be managed via your Distributor; or (2) if your Distributor does not pass through Parental Controls via the authentication process for the Services you will be able to establish Parental Control settings during the User Account creation process or by accessing the My Account feature of the Service.  If you access any adult or mature content on the Services, you acknowledge and agree that you may be exposed to visual images and sounds that depict nudity and sexual activity or are otherwise sexual, erotic or graphic in nature and may include violence and adult language.  You agree to the following, irrespective of whether or not the Services include Parental Control functions, and irrespective of the extent to which you use such Parental Control functions: (1) it is your responsibility to determine which Content meets your standards; and (2) under no circumstances will Starz or its Content providers be liable in any way for any Content that you have access to during use of the Services, including, without limitation, any errors or omissions in any Content, quality of the Content, availability of the Content, the subject matter of the Content or any loss or damage of any kind incurred as a result of your use of the Content; and (3) you acknowledge and agree that any adult-oriented material you access is being retrieved from a location where it does not violate any federal, state, or local obscenity law or community standard, and agree to bear the full, complete, and sole responsibility for bringing such material into whatever community you choose to do so. 

6.         PRIVACY POLICY.  Starz may collect and use certain personally identifiable information and non-personally identifiable information about you in connection with your use of the Services, Sites, Content or Features and such collection and use of personally identifiable information is subject to the Starz Privacy Policy available at starzplay.com, encoreplay.com and movieplexplay.com. 

7.         POLICIES FOR INDIVIDUALS UNDER THE AGE OF 13.  Starz encourages the responsible use of the internet by children together with their parents and to that end, Starz does not knowingly collect or use any personally identifiable information submitted or posted to the Services, Sites and/or Features from individuals under the age of 13, except in order to respond on a one-time basis to a specific request for information. 

8.          USER SUBMISSIONS.  Starz is pleased to hear from its customers and welcomes your comments regarding our products and services. These comments should only be submitted to one of the mailboxes available to users of the Services and Sites provided from time to time for that purpose.  All remarks, suggestions, ideas, graphics, or other information communicated to Starz through the Services and/or Sites (each, a "Submission") will forever be the property of Starz. Starz will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities between your Submission and any future Starz products, services or operations. Without limitation, Starz will have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature, everywhere. Starz will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not Starz, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. You acknowledge and agree that neither Starz nor any of its licensees, successors or assigns has now, or will 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 Submission, and that Starz and its licensees, successors or assigns are not responsible for the loss, deletion, failure to store or misdelivery of any feedback submitted.

Starz generally does not pre-screen, verify or edit your Submissions. However, Starz and its agents reserve the right to investigate any violation of the Terms of Use and to take appropriate remedial action. Starz has absolute discretion to enforce the Terms of Use, including, but not limited to warning users of violations, disabling or suspending access, deleting, screening or editing any Submission, or prohibiting any behavior that does not comply with the Terms of Use.   You are entirely responsible and liable for all activities conducted by you and any user of your User Account, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material to any portion of the Services, Sites or Features.

9.         CONFIDENTIAL AND PROPRIETARY INFORMATION.  You agree not to try to access and not to access any information through the Services, Sites or Features that does not pertain to you and which you are not properly authorized to receive. You agree that if you should access information about another individual or entity, or otherwise receive information you are not authorized to receive, or if you become aware that someone else has accessed or attempted to access information that person was not authorized to receive, you will immediately cease such unauthorized access, notify Starz of the unauthorized access, and reasonably assist Starz in identifying and correcting the circumstances which permitted such unauthorized access. You will keep confidential all information you receive concerning another individual or entity, will not use such information, will return such information to Starz immediately, will not transmit it to any other person or entity and will not reproduce or distribute it in any electronic or other form. 

10.       REPRESENTATIONS AND WARRANTIES. By accessing or using the Services, Sites  or Features you represent and warrant that: (a) you are a resident of the Service Area; (b) that you are a subscriber through a Distributer of: (i) STARZ (with respect to STARZ Play); (ii) ENCORE (with respect to ENCORE Play); or (iii) MOVIEPLEX (with respect  to MOVIEPLEX Play); and (c) 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 further represent and warrant that you have read and agree to abide and be bound by the Terms of Use.

11.       FORWARD LOOKING STATEMENTS.  The Services, Sites or Features may contain forward-looking statements regarding Starz's business, customers, partners, future products and services or other factors that may affect future earnings or financial results. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Examples of these risks include delays in development, competitive service and product offerings, and lack of market acceptance.

12.       EXPORT RESTRICTIONS.  You agree that you will comply with all applicable export laws, restrictions and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority. You agree not to export or re-export, or allow the export or re-export of the Services in violation of any such law, restriction or regulation.

13.       LINKS TO AND FROM THIRD PARTY SITES. 

            (a)        The Services, Sites, Content and Features contain or may contain links to other internet sites, including without limitation social media sites.  Starz does not verify, warrant, endorse or take responsibility for the availability, accuracy, completeness, quality, practices or policies of such sites or content available from such sites.  Starz 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.

            (b)        Access to the Services through any third party service is subject to the rules, policies and guidelines of such third party service.

            (c)        You are not permitted to link to the Services, Sites, Content or Features from any third-party site without the prior written permission of Starz.

14.       ASSIGNMENT.  You may not assign your rights and obligations under the Terms of Use for any reason.  Starz may assign its rights and obligations under the Terms of Use at any time. 

15.        TERMINATION.  You may terminate your use of the Services, Sites and Features at any time.  Your right to use the Services, Sites, Content and Features will automatically terminate if you fail to comply with any provision of the Terms of Use and Starz reserves the right to cancel, terminate or restrict your access to the Services, Sites, Content and Features, or any portion thereof, at any time, without notification, for any or no reason whatsoever.

16.       DISCLAIMER OF WARRANTIES.  YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, SITES, CONTENT AND FEATURES IS AT YOUR SOLE RISK. NEITHER STARZ, ITS PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES, SITES, CONTENT AND/OR FEATURES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, SITES, CONTENT OR FEATURES, OR AS TO THE ACCURACY, RELIABILITY, SECURITY OR CONTENT OF ANY INFORMATION OR SERVICE CONTAINED IN OR PROVIDED THROUGH THE SERVICES, SITES, CONTENT OR FEATURES. THE SERVICES, SITES, CONTENT AND FEATURES, ALL CONTENT AND INFORMATION PROVIDED THEREIN, AND ALL ELEMENTS OF ANY SOFTWARE RELATED THERETO ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXPRESSLY NEGATED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY STARZ, ANY OF ITS PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE, WILL CREATE A WARRANTY; AND YOU WILL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE ABOVE EXCLUSION OF IMPLIED WARRANTIES WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

17.       LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL STARZ, ITS PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES, SITES, CONTENT OR FEATURES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, LOST PROFIT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES THAT RESULT FROM OR ARE RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, SITES, CONTENT OR FEATURES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO AN EVENT OF FORCE MAJEURE.THE ABOVE LIMITATIONS OF LIABLITY WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

18.       INDEMNIFICATION.  You agree to indemnify and hold harmless Starz, its parents, subsidiaries, affiliates, partners, agents and licensors and each of their respective officers, directors, shareholders and employees against and from any and all liabilities, claims, costs, damages, reasonable settlements and expenses (including without limitation reasonable attorneys’ fees and court costs) to the extent arising out of or attributable to your breach of any of the provisions, representations or warranties set forth in the Terms of Use, and/or from your placement or transmission of any content onto the Services' servers, and/or from any and all use of your User Account in violation of the Terms of Use or the failure to fulfill any obligations relating to your User Account incurred by you or any other person using your User Account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section.

19.       Force Majeure.  Starz will not have any liability to you for any delay or non-performance of its obligations under the Terms of Use, to the extent that such delay or non-performance is attributable to an event of Event of Force Majeure (as hereinafter defined).  For the purposes of the Terms of Use, “Event of Force Majeure” will mean an act of God, labor dispute, or failure of facilities, networks, equipment or software, or any similar event, to the extent that such event is beyond the reasonable control of Starz.