PLEASE NOTE THAT THIS AGREEMENT REQUIRE THAT DISPUTES BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION (AND NOT BY COURT LITIGATION) IN THE COUNTY OF THE BILLING ADDRESS ASSOCIATED WITH YOUR ACCOUNT, OR IN THE COUNTY OF YOUR RESIDENCE IF NO ACCOUNT EXISTS. THIS MEANS THAT YOU WAIVE ANY RIGHT TO JURY TRIAL, AND WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST US. Please review the Governing Law, Dispute Notice, Arbitration and Waiver of Jury Trial, and No Class Actions provisions in Section 14 below of this Agreement for complete details.
1. OWNERSHIP OF SITE MATERIALS
(a) Materials. The Sites (including past, present and future versions) and all materials that are included in or are otherwise a part of the Sites, including, without limitation: graphics; layout; text; content; instructions; images; audio; videos; digital media offered by streaming (but specifically excluding digital media purchases) designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Sites; the compilation, assembly and arrangement of the materials of the Sites; and all other materials related to the Sites (collectively, the “Materials”) are owned, controlled or licensed by Reading, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Reading, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under this Terms are hereby reserved for Reading and/or its members, subsidiaries, affiliates or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Reading’s rights to exploit fully any or all of the Materials. You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of Reading’s rights therein, or in breach of, any terms and conditions contained in these Terms.
(b) Trademarks. “Reading Trademarks” means “Angelika Film Center,” “Angelika Pop-Up,” “City Cinemas,” “Reading Cinemas,” and “Consolidated Theatres” and all other trademarks, service marks, logos, other commercial symbols and the Sites’ URLs used in connection with us or our affiliates’ business. All Reading Trademarks are the exclusive property of Reading, our affiliates or our third-party licensors. This Agreement does not authorize you to use any Reading Trademark, and you agree not to use any Reading Trademark in any manner without our prior written consent, which consent may be withheld at our sole discretion. Unauthorized use of any Reading Trademark may be a violation of federal and state trademark laws.
(c) Copyright. The entire contents of the Sites (including the Materials) are protected by U.S. copyright laws, similar laws of other jurisdictions and/or international treaties. All Materials contained in the Site are the copyrighted property of Reading, our affiliates or our third-party licensors. Without limitation, Reading owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Sites. Except for your informational, personal, non-commercial use as authorized above, you may not use, modify, reproduce, download, distribute, transmit, republish or display the Materials, content, design or layout of the Sites, or any components thereof, without our express written permission. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites.
2. PURCHASING PRODUCTS & SERVICE; YOUR LICENSE TO USE MATERIALS AND DIGITAL MEDIA PURCHASES ON OUR SITES (a) We may make certain products and services (including virtual products) available for purchase or download through the Sites. For any virtual products you purchase, you do not own these virtual products; instead, we provide you a limited revocable license to use any virtual products after your purchase them.
If you purchase any products or services, you need a valid credit or payment card (except to the extent we permit purchases with gift cards, gift certificates, promotional or discount codes, or similar forms of payment), with full authority to use it, to submit an order for products or services through the Sites. If you are under 18 (or younger than the age of legal majority in your place of residence), you must obtain your parent or guardian’s consent before making any purchases. You hereby represent and warrant that you will not use any credit or payment card, or other form of payment unless you have all necessary legal authorization to do so. You may be asked to supply certain information relevant to your transaction including, without limitation, your credit or payment card number, the expiration date of your credit or payment card, and your billing address. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf to purchase products or services from the Sites. You understand that we will not be liable in the event that others acting with or without your permission use your credit or payment card to make purchases on the Sites. Certain products that you purchase and/or download on or through the Sites may be subject to additional terms and conditions presented to you at the time of such purchase or download.
(b) Payment Terms For each product or service that you order on the Sites, you agree to pay the full price applicable for the product or service (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you make the purchase. We will automatically bill your credit or payment card or other form of payment submitted as part of the purchase process for such price. All purchases of virtual products are final and non-refundable. Because our performance for virtual products or services begins once you click tap or click to purchase and we give you immediate access to your virtual product purchase, you waive any right you may have under any foreign or local laws EU to cancel your purchase once it is completed or to get a refund. BY ACCEPTING THESE TERMS, YOU AGREE THAT READING IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
(d) Prohibited Activities. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard internet browser or search engine); (b) fail to follow the instructions provided on the Sites in a “robots.txt” file or similar mechanism (to the extent that you provide standard search engine services to the public); nor will you (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third-party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by this Agreement or Reading without the prior written consent of Reading.
(f) Software and Other Items Available For Download. Any items that we make available for download or use from the Sites and/or our servers, including, without limitation, the digital media purchases (the “Downloadable Items”) are the copyrighted work of Reading or its licensors or suppliers. You may not use the Downloadable Items for commercial purposes. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Sites, you consent to the download of software to your computer and accept this Agreement and any Additional Terms related to such application. The Sites may provide updates to the Downloadable Items for feature, security or other enhancements from time to time. You agree to hold Reading harmless in the event of damage to your device used to access the Sites or data that may result from your use of the Downloadable Items.
3. ACCOUNT REGISTRATION
Certain areas of the Sites may require registration or may otherwise ask you to provide information to participate in certain features, such as to purchase products, in order to participate in a loyalty rewards program, receive electronic newsletters or mobile alerts, to participate in social networking activities, or to access certain Materials, use our user forums, or post user content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to participate in certain features of the Sites. When you provide information to the Sites, you agree to provide only true, accurate, current and complete information. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).
If you register on the Sites and/or create a personal profile, you agree to accept responsibility for all activities that occur under your account (“Account”) or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights to your Account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other internet access device, as applicable) so that others may not access the password protected portion of the Sites using your name in whole or in part. Reading reserves the right to terminate your Account or otherwise deny you access in its sole discretion without notice and without liability.
Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security of which you become aware.
4. THIRD-PARTY LINKS AND CONTENT
5. LINKING POLICY
Reading grants you the revocable permission to link to the Sites; provided, however, that your web site, or any third-party web sites that link to the Sites: (a) cannot frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites; (b) cannot imply that Reading or the Sites are endorsing or sponsoring it or its products, unless Reading has given its prior written consent; (c) cannot present false information about, or disparage, tarnish, or otherwise, in Reading’s sole opinion, harm Reading or its products or services; (d) cannot use any Reading Trademarks without the prior written permission from Reading; (e) cannot contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Reading’s sole opinion); and (f) has to be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to this Agreement. By linking to the Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in this Agreement, Reading reserves the right to prohibit linking to the Sites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.
6. USER CONTENT
Certain areas of the Sites may enable you to post content, submit emails, or otherwise provide feedback or other information to us – such as through forums, blogs, message boards, social networking functions and other communication (collectively, “User Forums”).
(a) Your Provision of Personal Information to Reading. When you provide information about yourself to us, you agree to: (a) provide accurate, current, and complete information about yourself; and (b) maintain and promptly update such information to keep it accurate, current and complete. If you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate any account you establish in connection with your use of the Sites and refuse any and all current or future use of the Sites or any portion thereof.
(b) User Content on the Sites. You understand that all information, data, photographs, writings, music, video, audio recordings, computer graphics, pictures, questions, comments, suggestions, content or other materials that are posted on or transmitted in connection with the Sites by you or another user (“User Content”) are the sole responsibility of the person from whom such User Content originated. This means that you, and not Reading, are responsible for all User Content that you upload, post, email, transmit or otherwise make available in connection with the Sites. We do not control the User Content posted and, as such, does not guarantee the accuracy, integrity or quality of such User Content. You understand that by using the Sites, you may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available in connection with the Site.
(d) Your Conduct Concerning User Content. In connection with your use of the Sites and any User Forums, you agree not to:
i. Upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; or harms minors in any way;
ii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.;
iii. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted in connection with the Sites or User Forums;
iv. Upload, post, email, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
v. Upload, post, email, transmit or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
vi. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
vii. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
viii. Interfere with or disrupt the operation of the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites; or collect or store personal data about other users.
ix. Post User Content or use the User Forums for commercial purposes, or purposes that are illegal or otherwise inappropriate.
(e) Your Grant of License to Reading for User Content. By posting or submitting User Content to the Sites and User Forums, you grant to us and to our affiliates the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual, royalty-free and sublicenseable right and license to use, host, reproduce, copy, display, perform, adapt, modify, reformat, translate, archive, store, cash, distribute, have distributed, disclose, sell, re-sell, promote, display, perform, transmit, publish, broadcast, or otherwise exploit the User Content in any form, in any media or format now or hereafter developed, anywhere and for any purpose, and to advertise, market and promote the same. You represent and warrant that you own or otherwise control all rights in and to any such User Content, and that the use of your User Content by us in any way permitted by the license above will not infringe or violate the rights of any third-party. You further agree that Reading is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or Reading, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without compensation of any kind. You further perpetually and irrevocably grant Reading the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or compensation to you. You also grant to Reading the right to sub-license and authorize others to exercise any of the rights granted to Reading under this Agreement; and each such third-party will be entitled to benefit from the rights and licenses granted to Reading under this Agreement. You further authorize Reading to publish your User Content in a searchable format that may be accessed by users of the Sites and the internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
(f) Reading’s Obligations Regarding User Content. You agree that Reading has no obligation to pre-screen, monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content. You further acknowledge and agree that Reading will not have any obligation to, but may review, monitor, display, accept or exploit any User Content and Reading may, in its sole discretion, delete, edit, distribute, move, block access, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that Reading reserves the right to treat User Content on the Sites, or on certain portions of the Sites, as content stored at the direction of users for which Reading will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth in section 6d above when notice of such violations are directed to Reading’s attention.
Reading is not in any manner responsible for the User Content. Any opinions, advice, statements, or other information contained in User Content made available on the Sites are those of the respective author(s) or distributor(s) and not of Reading. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such User Content.
You acknowledge that by providing you with the ability to view User Content on the Sites, Reading is not undertaking any obligation or liability relating to any such User Content, including without limitation any liability arising under the laws relating to copyrights, trademarks, defamation, privacy or obscenity or any other applicable law. User Content posted may not be maintained on the Sites by us for any period of time, we may delete it at our discretion and you have no right to access or control any User Content that you provide. You agree and understand that Reading is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.
7. COPYRIGHT POLICY (a) DMCA. You may not use the Sites for any purpose or in any manner that infringes the rights of any third-party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (text at http://www.copyright.gov), Reading has a designated agent for receiving notices of copyright infringement and we follow the notice and take down procedures of the DMCA. We have a policy of terminating the Accounts of users who (in our reasonable discretion) are repeat infringers.
(b) Procedure. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Reading's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. § 512:
i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site;
iii. identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material;
iv. information reasonably sufficient to permit us to contact the complaining party;
v. a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
(d) It is our policy to terminate in appropriate circumstances any account or user for repeated infringement of intellectual property right, including copyrights, and we also reserve the right to terminate an account or user for even one instance of infringement.
(e) Reading may access, preserve and disclose to third parties any of your information or data (including personally identifiable information and private communications) related to a written notice of copyright infringement if we believe in our sole discretion that such access, preservation, or disclosure is necessary or useful to respond or otherwise address such complaint.
(f) IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING READING THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
8. DISCLAIMER OF WARRANTIES
THE SITES AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE SITES AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. READING AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE “READING PARTIES”) DO NOT REPRESENT OR WARRANT THAT : (A) THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES ARE ACCURATE, RELIABLE OR CORRECT; (B) THE SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SITES, MATERIALS, DOWNLOADABLE ITEMS AND EMBED CODE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (E) INFORMATION TRANSMITTED TO OR FROM READING OR VIA THE SITES WILL BE SECURE. YOUR USE OF THE SITES IS AT YOUR SOLE RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
THE READING PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE READING PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE READING PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE READING PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.
BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.
9. LIMITATION OF LIABILITY
(a) UNDER NO CIRCUMSTANCES SHALL THE READING PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
i. THE SITES;
ii. THE MATERIALS;
iii. USER CONTENT;
iv. THE DOWNLOADABLE ITEMS AND EMBED CODE
v. YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES;
vi. ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE READING PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES;
vii. ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS;
viii. ANY ERRORS OR OMISSIONS IN THE SITES’ TECHNICAL OPERATION; OR
ix. ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE READING PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES). THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF READING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE READING PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00) OR THE AMOUNT YOU PAID, IF ANY, TO READING IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM, WHICHEVER IS GREATER.
(b) YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY OF THE MATERIALS, YOU'RE SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITES OR THE MATERIALS.
(c) WAIVER OF INJUNCTIVE RELIEF. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF READING’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITES OR ANY OTHER WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE READING PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE OR OTHER MATERIALS OWNED OR CONTROLLED BY THE READING PARTIES OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
(d) WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE SITES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to defend (if requested by Reading), indemnify and hold harmless the Reading Parties, from all liabilities, claims, losses, costs, investigations, liabilities, judgments, settlements and expenses (including reasonable attorneys’ fees) that directly or indirectly arise out of or are related to: (a) any User Content you submit, post, transmit or make available through the Sites; (b) your use of the Sites or activities in connection with the Sites; (c) your breach or anticipatory breach of this Agreement; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access the Sites, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Reading Parties’ use of your information. You will cooperate as fully required by the Reading Parties in the defense of any claim. Notwithstanding the foregoing, the Reading Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The Reading Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Reading Parties.
11. SECURITIES LAWS
Forward-looking statements reflect only our expectations regarding future events and operating performance and necessarily speak only as of the date the information was prepared. No guarantees can be given that our expectation will in fact be realized, in whole or in part. You can recognize these statements by our use of words such as, by way of example, “may,” “will,” “expect,” “believe,” and “anticipate” or other similar terminology.
These forward-looking statements reflect our expectation after having considered a variety of risks and uncertainties. However, they are necessarily the product of internal discussion and do not necessarily completely reflect the views of individual members of our Board of Directors or of our management team. Individual Board members and individual members of our management team may have different view as to the risks and uncertainties involved, and may have different views as to future events or our operating performance.
Among the factors that could cause actual results to differ materially from those expressed in or underlying our forward-looking statements are the following:
A. With respect to our cinema operations:
- The number and attractiveness to movie goers of the films released in future periods;
- The amount of money spent by film distributors to promote their motion pictures;
- The licensing fees and terms required by film distributors from motion picture exhibitors in order to exhibit their films;
- The comparative attractiveness of motion pictures as a source of entertainment and willingness and/or ability of consumers (i) to spend their dollars on entertainment and (ii) to spend their entertainment dollars on movies in an outside the home environment; and
- The extent to which we encounter competition from other cinema exhibitors, from other sources of outside of the home entertainment, and from inside the home entertainment options, such as “home theaters” and competitive film product distribution technology such as, by way of example, cable, satellite broadcast, DVD and VHS rentals and sales, and so called “movies on demand”
B. With respect to our real estate development and operation activities:
- The rental rates and capitalization rates applicable to the markets in which we operate and the quality of properties that we own;
- The extent to which we can obtain on a timely basis the various land use approvals and entitlements needed to develop our properties;
- The availability and cost of labor and materials;
- Competition for development sites and tenants; and
- The extent to which our cinemas can continue to serve as an anchor tenant which will, in turn, be influenced by the same factors as will influence generally the results of our cinema operations
C. With respect to our operations generally as an international company involved in both the development and operation of cinemas and the development and operation of real estate; and previously engaged for many years in the railroad business in the United States:
- Our ongoing access to borrowed funds and capital and the interest that must be paid on that debt and the returns that must be paid on such capital;
- The relative values of the currency used in the countries in which we operate;
- Changes in government regulation, including by way of example, the costs resulting from the implementation of the requirements of Sarbanes-Oxley;
- Our labor relations and costs of labor (including future government requirements with respect to pension liabilities, disability insurance and health coverage, and vacations and leave);
- Our exposure from time to time to legal claims and to uninsurable risks such as those related to our historic railroad operations, including potential environmental claims and health related claims relating to alleged exposure to asbestos or other substances now or in the future recognized as being possible causes of cancer or other health related problems;
- Changes in future effective tax rates and the results of currently ongoing and future potential audits by taxing authorities having jurisdiction over our various companies; and
- Changes in applicable accounting policies and practices.
The above list is not necessarily exhaustive, as business is by definition unpredictable and risky, and subject to influence by numerous factors outside of our control such as changes in government regulation or policy, competition, interest rates, supply, technological innovation, changes in consumer taste and fancy, weather, and the extent to which consumers in our markets have the economic wherewithal to spend money on beyond-the-home entertainment.
Given the variety and unpredictability of the factors that will ultimately influence our businesses and our results of operation, it naturally follows that no guarantees can be given that any of our forward-looking statements will ultimately prove to be correct. Actual results will undoubtedly vary and there is no guarantee as to how our securities will perform either when considered in isolation or when compared to other securities or investment opportunities.
Finally, please understand that we undertake no obligation to publicly update or to revise any of our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. Accordingly, you should always note the date to which our forward-looking statements speak.
Additionally, certain of the presentations included in this annual report may contain “pro forma” information or “non-GAAP financial measures.” In such case, a reconciliation of this information to our GAAP financial statements will be made available in connection with such statements.
12. TERMINATION AND MODIFICATIONS
(a) Termination. Reading reserves the right to terminate your access to and use of the Sites, including, without limitation your Account, in its sole discretion, without notice and liability, including, without limitation, if Reading believes your conduct fails to conform to this Agreement. Reading also reserves the right to investigate suspected violations of this Agreement, including, without limitation, any violation arising from any emails you send to the Sites or Reading. Any violation, or potential violation, of this Agreement may be referred to law enforcement authorities.
(b) Modifications. Reading reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials available on the Sites, without limitation, in whole or in part, including the cessation of all activities associated with the Sites, with or without notice. You agree that Reading will not be liable to you or to any third-party for any modification, suspension or discontinuance of the Sites or any part thereof.
(c) What happens upon Termination? Upon termination of your access to the Sites and/or your Account, or upon demand from Reading, all rights granted to you under this Agreement will cease immediately, and you agree that you will: (a) immediately discontinue use of the Sites, including links to the Sites; and (b) destroy all Materials obtained from the Sites and all related documentation.
13. LOCATION OF SITES AND TERRITORIAL RESTRICTIONS
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Reading to any registration requirement within such jurisdiction or country. Reading controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations. Anyone using or accessing the Sites from other locations does so on their own initiative and are responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
14. GOVERNING LAW, DISPUTE NOTICE, ARBITRATION; WAIVERS OF JURY TRIAL AND CLASS ACTION
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH READING, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a) Governing Law. This Agreement and its interpretation will be governed and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of laws principles and specifically will not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.
(b) Dispute Notice. Before initiating an arbitration for any Dispute (described below), you and Reading each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute can be (1) mailed to Reading Legal Department at 5995 Sepulveda Blvd, Culver City CA 90230, or (2) emailed at RDI.email@example.com. Reading will provide a Notice of Dispute to you via the billing address or email address associated with your Account and/or billing information (the “Notice Address”). You and Reading agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until a 45-day post-notice resolution period expires. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Reading may commence an arbitration proceeding.
Because the services provided by the Application concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, applicable federal or Nevada state law may also apply to the substance of any disputes. The arbitration shall be conducted by a single arbitrator, and shall take place in the County of the billing address associated with your Account or the County where you reside in the instance where no Account exists. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liability, if any, of you and Reading. The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with Title 9 of the US Code (United States Arbitration Act) under the AAA’s Commercial Dispute Resolution Procedures as supplemented by the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) (and as stated therein, if there is a difference between the Commercial Dispute Resolution Procedures and the Supplementary Procedures, the Supplementary Procedures will be used). Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other users/consumers or arbitrate any claim as a representative or member of a class or in a private attorney general capacity. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Reading will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b).) The decision of the arbitrator will be in writing and binding and conclusive on Reading and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Reading and you agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages), and must follow the terms of this Agreement.
(d) NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE, AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, ANY DISPUTE. Further, unless both you and Reading expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
(e) Opt-Out of Arbitration Agreement. You may opt-out of the foregoing arbitration agreement. If you do so, neither you nor Reading can force the other to arbitrate. To opt-out, you must notify Reading in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your user name and email address you used to set up your account on the Application (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to Reading using the contact information set forth in section 18 below.
(f) Small Claims Court. Notwithstanding the foregoing arbitration agreement, either you or Reading may bring an individual action in small claims court if the Dispute falls within the jurisdictional limits of small claims court.
15. UPATES DATES TO THIS AGREEMENT
Reading reserves the right to modify or add to this Agreement or any Additional Terms, at any time without prior notice (“Updated Agreement”). You agree that we may notify you of the Updated Agreement by posting it on the Sites so that it is accessible via a link on the home page of the Sites, and that your use of the Sites after we have posted the Updated Agreement (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Agreement. Therefore, you should review this Agreement and any Additional Terms before using the Sites. The Updated Agreement will be effective as of the time of posting, or such later date as may be specified in the Updated Agreement, and will apply to your use of the Sites from that point forward.
If any provision of this Agreement is held unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or the applicable court decisions.
Any waiver by us of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing by a duly authorized officer of Reading. Failure by us to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive us of the right to insist upon strict adherence to that term or any other term of this Agreement. Reading may assign its rights and duties under this Agreement to any party at any time without any notice to you. This Agreement may not be assigned by you without Reading’s prior written consent. You agree that this Agreement will not be construed against Reading by virtue of having drafted them.
The following sections will survive termination of this Agreement, together with all other terms and conditions that by their nature or context are intended to survive termination: Sections 1 (Ownership of Site Materials), 6 (User Content), 7 (Copyright Policy), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Securities Laws), 14 (Governing Law, Dispute Notice, Arbitration and Waiver of Jury Trial; Class Action Waiver); and 16 (Miscellaneous).
18. CONTACT US
If you have any questions about this Agreement, you can contact us as follows:
You can send your request for information via our Contact Form.
You can send your request for information or other communication to the following postal address:
Reading International, Inc.
Attention: General Inquiries
5995 Sepulveda Blvd.
Culver City, CA 90230