MoviePass Terms of Use and Cardholder Agreement

DISCLOSURE:

MoviePass® attempts to provide access to films in theaters nationally.

However participating theaters, as well the time and locations for
movies may vary depending on theater inventory, usage, and showtime
availability. YOU SHOULD CHECK OUR MOVIEPASS APP FREQUENTLY
FOR CHANGES IN OUR SERVICES AND ALL OFFERINGS INCLUDING
UPDATES ON THEATER PARTICIPATION. It is not until the User
purchases a ticket at the theater, that the seat will be reserved and
confirmed for the title and showtime selected. If the title and
showtime the User wants to see is not available, MoviePass® will not
be held responsible.

You are expected to read these Terms of Use because your use of our
Site and Service constitutes your agreement to the Arbitration
Agreement and Class Action waiver described in Sections 17 and 18
below to resolve any disputes with us. You should also read these
Terms of Use, in particular Section 2.17, as it describes certain
restrictions on your use of the MoviePass Site and Service and your
MoviePass Card, all of which are intended for the sole benefit and use
of only you as the approved account holder. Your violation of
restrictions set forth in these Terms of Use may trigger our right to
terminate your account for such violation.

IF YOU CANCEL YOUR MOVIEPASS SUBSCRIPTION, YOU MAY NOT

SUBSCRIBE TO THE SERVICE AGAIN FOR A PERIOD OF NINE (9)
MONTHS.

1. Ownership of Site; Agreement to Terms of Use and Cardholder

Agreement of MoviePass

1.1. "Site" as used in these Terms of Use refers to the MoviePass

Mobile App and the MoviePass web site located at
www.moviepass.com.

1.2. "Service" as used in these Terms of Use refers to the MoviePass

Service, which may be changed from time-to-time, the MoviePass Card
and the Site.
1.3. The Service and the Site are the property of MoviePass Inc.
("MoviePass", "we", "us", or "our") with an address of 175 Varick
Street, New York, NY 10012 and its licensors.

1.4 "Terms of Use" refers to these Terms of Use and Cardholder

Agreement which govern your access to and use of the Service and
Site. BY USING THE SERVICE AND THE SITE, YOU AGREE TO THESE
TERMS OF USE. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE OR
SITE.

1.5. MoviePass reserves the right, at in its sole discretion, to change,

modify, add or remove portions of these Terms of Use, at any time,
without prior notice. IT IS YOUR RESPONSIBILITY TO CHECK THESE
TERMS OF USE, AND THE MOVIEPASS APP PERIODICALLY FOR
CHANGES. YOUR CONTINUED USE OF THE SERVICE AND THE SITE
FOLLOWING THE POSTING OF CHANGES WILL MEAN THAT YOU
ACCEPT AND AGREE TO THE CHANGES. As long as you comply with
these Terms of Use, MoviePass grants you a personal, non-transferable,
limited privilege to enter and use the Site and Service. MoviePass is
for your personal use, and not for resale or commercial use under any
circumstances.

2. Service Subscription Information

2.1. By opening a MoviePass account ("Account") and using the

Service, you represent and warrant that: (1) you are legally capable of
entering into a binding contract; (2) you are at least 18 years of age;
and (3) you are a Resident of the United States. You may only sign up
for the Service from within the United States.

2.2. MoviePass will deduct the Service subscription dues on the same
date every month from the form of payment that you provide to us
when you create an Account, unless we otherwise communicate a
different time period or either party seeks to terminate this
agreement. You acknowledge and agree that MoviePass is in a direct
agreement with you, the individual, and not with the theaters listed on
the Site.

2.3. A valid MoviePass subscription to the Service entitles you to: (1)
see one (1) 2D film per calendar day through MoviePass; and (2) a
single seat, depending on availability, for a 2D film showing open to the
general public. The Service excludes premium showings such as: 3D
films, IMAX, 4D, XD and specialty theaters. The Service is available
every day of the week, subject to the theater being open, inventory,
and usage. Alternative or future MoviePass Service subscription plans
may include (1) premium plans that provide access to 3D, IMAX, and
specialty formats and (2) capped plans (limited amount of movies per
month).

2.4. MoviePass reserves the right to change or modify the Service or

subscriptions at any time and in its sole discretion, including but not
limited to applicable prices, at any time, without prior notice.
MoviePass reserves the right to change the rules of movie-going
attendance and ticket availability to members in connection with the
Service at any time. MoviePass reserves the right to change from time
to time the number of eligible movies a member can see per month.
MoviePass reserves the right to offer members a new price option if
they exceed watching a certain amount of movies per month.** You
will be notified of any price changes made to the terms of service prior
to your next billing cycle, at which point you would have 14 days to opt-
out of the Service and terminate your subscription. MoviePass will not
make any changes to your subscription mid-cycle, all changes will be
in affect at the start of your next billing cycle. MoviePass is not
responsible for theater programming, cancellations, or rescheduled
performances.

2.5. MoviePass makes no guarantee on the availability to any particular

theater, showtime, or title that is presented in our app. MoviePass
ticket inventory may vary from specific theater ticket inventory.

2.6 You agree to choose the movie title, theater, and showtime on the
day of the performance, but prior to the session's commencement
time, through the MoviePass App. You also agree to only activate your
MoviePass Card for a single ticket purchase by Theater Check-in
through the Site, and use your MoviePass at a ticket kiosk at your
selected theater. If you do not purchase a ticket for the movie and
showtime selected, the authorization or value on your MoviePass card
will be removed by us. Your MoviePass Card is only available for use
during the movie ticket transaction, after Theater check-in. The
Theater Check-in does not serve as a confirmation; it is only once you
have purchased a ticket with your MoviePass that a seat has been
reserved. If MoviePass does not influence what showtime or theater
you select, and MoviePass is not responsible if you select the incorrect
movie title, showing, or theater.

2.7 MoviePass is currently available for use only in the United States.

2.8. We estimate that you will receive your MoviePass Card within 8
days after you sign up for the Service. Once you receive your
MoviePass Card or use MoviePass at a supported e-ticketing theater,
you may begin using the Service.

2.9. If and when MoviePass offers a promotion or free trial, you will be
billed when you sign up, but your yearly subscription and billing cycle
will not begin until the end of the trial period. Your MoviePass
subscription will enter into a new period once the promotional or free
trial period is over unless terminated by you or MoviePass. Your
MoviePass account must be in good standing in order for the
MoviePass to be valid.

2.10. If and when MoviePass offers a free trial period, such period will
begin when you receive your card and is valid for 14 days. If you are on
an alternative free trial offer, your trial will begin when you receive
your card and is valid for 7 days or for the 1 movie (that must be seen
within 14 days of card arrival). If you try to see a second movie using
your MoviePass Card on the one movie free trial, you will automatically
opt into an annual plan. You will not be charged when signing up, but
will be charged your monthly fee and entered into an annual contract
when your trial period has expired. You must cancel your account
before the expiration of your trial period to avoid these charges. All
free trial offers are available exclusively to new members only and are
valid once per household.

2.11. If and when MoviePass offers a Month to Month Contract, and you
subscribe to this contract, your MoviePass subscription will continue
month to month unless and until you cancel or MoviePass terminates
your subscription. MoviePass will bill monthly on the same date every
month, unless either party seeks to terminate the agreement.
(i) MoviePass offers three types of subscriptions, month-to-month,
three months and annual. MoviePass will bill upon subscription to the
service and then will bill based on the date you receive your card
pursuant to the terms of your subscription, unless either party seeks
to terminate the agreement. You must cancel your membership before
it renews each month in order to avoid billing of the next month's
membership fees to the payment method you provided to us. If you do
not contact us prior to the billing date, your card will be charged and
termination will occur at the end of the next billing cycle.

(ii) To cancel, you must notify MoviePass in writing via email at least
one business day prior to the next billing date stating your intent to
cancel and providing the full name and email address on the account.
You may also cancel your membership by using the MoviePass app.
Cancellations are not effective until confirmation is sent to you via
email, and you are responsible for all charges until cancellation is
confirmed. Subscription fees may be increased by MoviePass to reflect
changes in standard ticket prices, inflation, MoviePass's costs, and
additional taxes and costs not imposed by MoviePass. Again, if you
wish to terminate your agreement, you must notify MoviePass at least
one business day prior to your next billing date. Any changes will take
place at the end of the period for which fees have been paid, and will
be introduced in the next billing cycle. ONCE YOU CANCEL YOUR
MOVIEPASS SUBSCRIPTION, YOU MAY NOT SUBSCRIBE TO THE
SERVICE AGAIN FOR A PERIOD OF NINE (9) MONTHS.

2.12. To make a payment, you must provide the cardholder's name and
address, the card number, the card security code, and the card
expiration date. If you wish to change your payment method, you must
visit the Site at least one day prior to the conclusion of the billing
cycle. Transactions will occur on the cardholder's bank or card
statement as a payment to "MoviePass". Payments will occur on the
same date every month, unless either party seeks to terminate the
agreement. If you wish to terminate your agreement, you must notify
MoviePass at least one business day prior to your next billing date. If
you do not contact us prior to the billing date, your card will be
charged and termination will occur at the end of the next billing cycle.
Subscription fees may be increased by MoviePass at anytime to reflect
changes in standard ticket prices, inflation, MoviePass's costs, and
additional taxes and costs not imposed by MoviePass. Any changes
will take place at the end of the period for which fees have been paid,
and will be introduced in the next billing cycle.

2.13. MoviePass makes all reasonable attempts to provide access to

2D films in theaters nationwide, however the time and locations for 2D
movies may vary based on theater inventory which also may change,
usage, and showtime availability. If the 2D title and showtime you want
to see is not available, MoviePass will not be held responsible.
MoviePass is not responsible if the selected showing is sold out, and
we recommend that you frequently check theater availability in the
MoviePass App, and if available, arrive to the theater early and
purchase your ticket ahead of time. MoviePass ticket inventory may
vary from theater inventory. MoviePass will not be held responsible, if
ticket availability has run out for MoviePass members, but the specific
theater still has tickets available.

2.14. You may use MoviePass Card to purchase a 2D movie ticket at a

theater kiosk. You may not use MoviePass Card for any other purpose,
including but not limited to, unauthorized purchases or purchases
exceeding the value of a single movie ticket. MoviePass allows for a
single valid transaction for a movie theater ticket. You acknowledge
and agree that all funds on your MoviePass Card are the property of
MoviePass. You do not have the right to stop payment on any
transactions made with MoviePass. Your MoviePass Card is valid
through the Valid Thru date printed on the MoviePass Card, except in
states where prohibited by law. No reproduction will be accepted.
MoviePass is non-refundable and non-transferable. IF YOUR
MOVIEPASS CARD IS LOST OR STOLEN, PLEASE CONTACT MOVIEPASS
CUSTOMER SUPPORT IMMEDIATELY. THERE WILL BE A $10
REPLACEMENT FEE CHARGED TO THE PAYMENT METHOD THAT YOU
PROVIDED TO US.

2.15. MoviePass is not directly affiliated or associated with any theater

chains. All references to theaters and showtimes do not imply direct or
indirect affiliation. All listed theaters do not necessarily have the
ability to accept MoviePass, and their listing on this site does not
imply such. MoviePass makes all efforts to accurately list theaters and
showtimes available to the general public, and listed theaters and
showtimes may be subject to change.
2.16. You agree to respect and abide by the theater regulations set
forth by the venue you have selected tickets for. MoviePass will not be
held responsible for the theater's actions if the venue agreements are
violated. Lost, stolen, or damaged tickets will not be replaced. If you
do not hold a valid ticket, you may be required to leave the premises.
You should keep your ticket stub with you at all times in order to re-
enter the relevant auditorium. MoviePass is not responsible if you are
excluded from viewing the film under any condition. All film showings
are subject to normal restrictions. You have no preferential right of
access for any showings except for special events organized for
MoviePass. You are not entitled to use MoviePass in conjunction with
any other promotions offered by MoviePass unless stated otherwise.
MoviePass is not responsible for theater programming, cancellations,
or rescheduled performances.

2.17. You agree that MoviePass may, at its sole discretion and without
prior notice, suspend your subscription or terminate your Account and
MoviePass Card on a temporary or permanent basis, and block your
access to the Site for any or no reason, including but not limited to the
following at their sole discretion if:

(i) You miss a payment. MoviePass will contact you by email and if
payment is made within 10 days after we send our email, MoviePass
will reactivate the account within 48 hours of payment. You will not be
permitted to use the account until it has been reactivated. If you miss
more than one payment, we reserve the right to permanently bar you
from subscribing to or using the Service. The MoviePass system
records the necessary information to turn over to collection agencies.
When required, MoviePass reserves the right to use a collection
agency to retrieve any outstanding balances. MoviePass reserves the
right to seek appropriate punitive damages.

(ii) MoviePass suspects that you provided incorrect or false

information to MoviePass when creating an Account or signing up for a
subscription.

(iii) A breach of these Terms of Use by you that has not been corrected
within a reasonable time.

(iv) You permit another person to use your MoviePass Card to purchase
a movie ticket or you use another subscriber's MoviePass Card other
than your own to purchase a ticket. Your MoviePass Card is intended
only for your own use and benefit as an approved account holder and
your use thereof is subject to these Terms of Use.

(v) You attempt to purchase a ticket to a movie that is different from

the movie you reserved in the MoviePass App, or you attempt to
purchase a ticket in violation of Section 2.3 such as purchasing more
than one ticket within any one calendar day.

(vi) You purchase tickets on Fandango, MovieTickets.com, or any other

third-party source using your MoviePass Card.

(vii) You give (including as a gift), sell, or attempt to give or sell

purchased MoviePass tickets to other patrons.

(viii) You purchase tickets for a purpose other than viewing a movie,
such as to earn theater loyalty program points.

(ix) On more than one occasion during any thirty (30) day period you do
not view the movie for which you purchased a ticket with your
MoviePass Card in its entirety.

(x) MoviePass determines or suspects that you have opened or

attempted to open multiple MoviePass accounts

(xi) If you use your MoviePass Card for any purpose other than to
purchase a 2D movie ticket at a theater kiosk for the movie you check
into, or we have reason to believe that you have done so you
acknowledge and agree that we have the right to charge a fee of $25
(twenty-five U.S. dollars) (“Penalty Fee”) per occurrence on the form of
payment you provided to us for your MoviePass subscription. If you
believe that you have been charged a Penalty Fee in error, you may
contact customer service to dispute the charge within 60 days of
incurring such charge. [MOVED to xiii]

(xi) To cancel your subscription, you must notify MoviePass in writing

to customer service or cancel via the app at least one business day
prior to the next billing date. Cancellations are not effective until
confirmation is sent to you via email, and you are responsible for all
charges until cancellation is confirmed. Once you cancel your
MoviePass subscription, you may not subscribe to the Service again
for a period of nine (9) months.

(xii) Gift Subscriptions are pre-paid membership to the MoviePass

service redeemable at www.moviepass.com/gifts. A person who
receives and redeems a Gift Subscription to the MoviePass Service is
referred to in this agreement as the "Recipient." There are no refunds
or other credits issued for Gift Subscriptions, redeemed or otherwise.
MoviePass is not responsible if the Gift Subscription is lost, stolen or
used without permission. Gift Subscriptions are not redeemable or
refundable for cash, subject to applicable law, and cannot be resold or
combined with any other special or free offers, including other Gift
Subscriptions and Gift Cards. Gift Subscriptions purchased at
www.moviepass.com/gifts are valid for redemption only at
www.moviepass.com/gifts. Gift Subscriptions and their use are subject
to this agreement.

(xiii) You acknowledge and agree that we have the right to charge a fee
of $25 (twenty-five U.S. dollars) (“Penalty Misuse Fee") per occurrence
for misuse of your MoviePass Card on the form of payment you
provided to us for your MoviePass subscription. You further agree that
the amount of this fee is a reasonable measurement of the probable
loss to us for each misuse of your MoviePass Card. If you believe that
you have been charged a Penalty Misuse Fee in error, you may contact
customer service to dispute the charge within 60 days of incurring
such charge.

2.11. If and when MoviePass offers an Annual Contract, and you

subscribe to this contract, your MoviePass subscription will continue
year to year unless and until you cancel or MoviePass terminates your
subscription. MoviePass will bill yearly on the same date every year,
unless either party seeks to terminate the agreement. You must cancel
your membership before it renews each year in order to avoid billing of
the next year's membership fees to the payment method you provided
to us. If you do not contact us prior to the billing date, your card will be
charged and termination will occur at the end of the next billing cycle.
Subscription fees may be increased by MoviePass to reflect changes in
standard ticket prices, inflation, MoviePass's costs, and additional
taxes and costs not imposed by MoviePass. If you wish to terminate
your agreement, you must notify MoviePass at least one business day
prior to your next billing date. Any changes will take place at the end
of the period for which fees have been paid, and will be introduced in
the next billing cycle.

3. DVD/Blu-Ray Policy

If and when MoviePass offers services related to DVD/Blu-Ray

(“Products”),MoviePass is not obligated to accept any returns of
Products submitted more than 30 days after the delivery of such
Products to a customer, including returns of Defective Products,
Damaged Products, non-merchandisable Products and/or erroneously
shipped Products.

4. 3. Content

4.1. 3.1. All text, graphics, user interfaces, visual interfaces,

photographs, trademarks, logos, sounds, music, artwork and computer
code contained on the Site (collectively, "Content"), including but not
limited to the design, structure, selection, coordination, expression,
"look and feel" and arrangement of such Content, is owned, controlled
or licensed by or to MoviePass, and may not be used without prior
written consent from MoviePass.

4.2. 3.2. Except as expressly provided in these Terms of Use, no part of

the Site and no Content may be copied, reproduced, republished,
uploaded, posted, publicly displayed, encoded, translated, transmitted
or distributed in any way (including "mirroring") to any other computer,
server, web site or other medium for publication or distribution or for
any commercial enterprise, without MoviePass's express prior written
consent.

5. 4. Your Use of the Site

5.1. 4.1. You may not use any "deep-link", "page-scrape", "robot",
"spider" or other automatic device, program, algorithm or
methodology, or any similar or equivalent manual process, to access,
acquire, copy or monitor any portion of the Site or any Content, or in
any way reproduce or circumvent the navigational structure or
presentation of the Site or any Content, to obtain or attempt to obtain
any materials, documents or information through any means not
purposely made available through the Site. MoviePass reserves the
right to bar any such activity.

5.2. 4.2. You may not attempt to gain unauthorized access to any
portion or feature of the Site, or any other systems or networks
connected to the Site or to any MoviePass server, or to any of the
services offered on or through the Site, by hacking, password "mining"
or any other illegitimate means.

5.3. 4.3. You may not probe, scan or test the vulnerability of the Site or
any network connected to the Site, nor breach the security or
authentication measures on the Site or any network connected to the
Site. You may not reverse look-up, trace or seek to trace any
information on any other user of or visitor to the Site, or any other
customer of MoviePass, including any MoviePass account not owned
by you, to its source, or exploit the Site or any service or information
made available or offered by or through the Site, in any way where the
purpose is to reveal any information, including but not limited to
personal identification or information, other than your own information,
as provided for by the Site.

5.4. 4.4. You agree that you will not take any action that imposes an
unreasonable or disproportionately large load on the infrastructure of
the Site or MoviePass's systems or networks, or any systems or
networks connected to the Site or to MoviePass. You agree not to use
any device, software or routine to interfere or attempt to interfere with
the proper working of the Service or Site or any transaction being
conducted on the Site, or with any other person's use of the Site.

5.5. 4.5. You may not forge headers or otherwise manipulate identifiers
in order to disguise the origin of any message or transmittal you send
to MoviePass on or through the Site or any service offered on or
through the Site. You may not pretend that you are, or that you
represent, someone else, or impersonate any other individual or entity.

5.6. 4.6. You may not use the Site or any Content for any purpose that
is unlawful or prohibited by these Terms of Use, or to solicit the
performance of any illegal activity or other activity which infringes the
rights of MoviePass or others.
6. 5. Purchases; Other Terms and Conditions

6.1. 5.1. Additional terms and conditions may apply to purchases of

goods or services and to specific portions or features of the Site,
including contests, promotions or other similar features, all of which
terms are made a part of these Terms of Use by this reference. You
agree to abide by such other terms and conditions, including where
applicable representing that you are of sufficient legal age to use or
participate in such service or feature. If there is a conflict between
these Terms of Use and the terms posted for or applicable to a specific
portion of the Site or for any service offered on or through the Site, the
latter terms shall control with respect to your use of that portion of the
Site or the specific service. MoviePass is not for resale or commercial
use under any circumstances.

6.2. 5.2. MoviePass's obligations, if any, with regard to its products and
services are governed solely by the agreements pursuant to which
they are provided, and nothing on this Site should be construed to alter
such agreements.

6.3. 5.3. MoviePass may make changes to any products or services

offered on the Site, or to the applicable prices for any such products or
services, at any time, without prior notice. MoviePass reserves the
right to change the rules of movie-going attendance and ticket
availability to members at any time. You will be notified of any changes
made to the terms of service prior to your next billing cycle, at which
point you would have 14 days to opt-out of the service. MoviePass will
not make any changes to your plan mid-cycle, all changes will be in
affect at the start of your next billing cycle. The materials on the Site
with respect to products and services may be out of date, and
MoviePass makes no commitment to update the materials on the Site
with respect to such products and services.

7. 6. Accounts, Passwords and Security

7.1. 6.1. Certain features or services offered on or through the Site may
require you to open an account (including setting up a password). You
are entirely responsible for maintaining the confidentiality of the
information you hold for your account, including your password and
card, and for any and all activity that occurs under your account as a
result of your failing to keep this information secure and confidential.
You agree to notify MoviePass immediately of any unauthorized use of
your account, password, card, or any other breach of security. You may
be held liable for losses incurred by MoviePass or any other user of or
visitor to the Site due to someone else using your MoviePass
password, account, or card as a result of your failing to keep your
account information secure and confidential.

7.2. 6.2. You may not use anyone else's MoviePass password, account,
or MoviePass Card at any time. MoviePass cannot and will not be liable
for any loss or damage arising from your failure to comply with these
obligations.

8. 7. Privacy

MoviePass's Privacy Policy applies to use of this our Site and Service,
and its terms are made a part of these Terms of Use by this express
reference. Additionally, by using the Site or Service, you acknowledge
and agree that Internet transmissions are never completely private or
secure. You understand that any message or information you send to
the Site may be read or intercepted by others, even if there is a special
notice that a particular transmission (for example, credit card
information) is encrypted.

9. 8. Links to Other Sites and to the MoviePass Site

This Site may contain links to other independent third-party Web sites
("Linked Sites"). These Linked Sites are provided solely as a
convenience to our visitors. Such Linked Sites are not under
MoviePass's control, and MoviePass is not responsible for and does not
endorse the content of such Linked Sites, including any information or
materials contained on such Linked Sites. Our Terms of Use or Privacy
Policy do not apply to such Linked Sites. You will need to make your
own independent judgment regarding your interaction with these
Linked Sites after you have reviewed such Linked Sites' own Terms of
Use and Privacy Policies.

10. 9. Disclaimers
10.1. 9.1. Moviepass Does Not Promise That The Site Or Any Content,
Service Or Feature Of The Site Or Service Will Be Error-Free Or
Uninterrupted, OR THAT ANY DEFECTS WILL BE CORRECTED, Or That
Your Use Of The Service Or Site Will Provide Specific Results. The
Service, Site And Its Content Are Delivered On An "As-Is" And "As-
Available" Basis. All Information Provided On The Site Is Subject To
Change Without Notice. Moviepass Cannot Ensure That Any Files Or
Other Data You Download From The Site Will Be Free Of Viruses Or
Contamination Or Destructive Features. Moviepass Disclaims All
Warranties, Express Or Implied, Including Any Warranties Of Accuracy,
Non-Infringement, Merchantability And Fitness For A Particular
Purpose. Moviepass Disclaims Any And All Liability For The Acts,
Omissions And Conduct Of Any Third Parties In Connection With Or
Related To Your Use Of The Service And Site. You Assume Total
Responsibility For Your Use Of The Service, Site And Any Linked Sites.
Your Sole Remedy Against Moviepass For Dissatisfaction With The
Service, Site Or Any Content Is To Stop Using The Service, Site Or Any
Such Content.

10.2. 9.2. The above disclaimer applies to any damages, liability or

injuries caused by any failure of performance, error, omission,
interruption, deletion, defect, delay in operation or transmission,
computer virus, communication line failure, theft or destruction of or
unauthorized access to, alteration of, or use, whether for breach of
contract, tort, negligence or any other cause of action.

10.3. 9.3. MoviePass reserves the right to do any of the following, at

any time, without notice: (1) to modify, suspend or terminate operation
of or access to the Site, or any portion of the Site, for any reason; (2) to
modify or change the Site, or any portion of the Site, and any
applicable policies or terms; and (3) to interrupt the operation of the
Site, or any portion of the Site, as necessary to perform routine or non-
routine maintenance, error correction, or other changes.

11. 10. Limitation of Liability

In No Event Will We, Our Affiliates Or Their Licensors, Service

Providers, Employees, Agents, Officers Or Directors Be Liable For
Damages Of Any Kind, Under Any Legal Theory, Arising Out Of Or In
Connection With Your Use, Or Inability To Use, Our Service, The Site,
Any Websites Linked To It, Any Content On The Site Or Such Other
Sites Or Any Services Or Items Obtained Through The Site Or Such
Other Sites, Including Any Direct, Indirect, Special, Incidental,
Consequential Or Punitive Damages, Including But Not Limited To,
Personal Injury, Pain And Suffering, Emotional Distress, Loss Of
Revenue, Loss Of Profits, Loss Of Business Or Anticipated Savings,
Loss Of Use, Loss Of Goodwill, Loss Of Data, And Whether Caused By
Tort (Including Negligence), Breach Of Contract Or Otherwise, Even If
Foreseeable. The Foregoing Does Not Affect Any Liability Which Cannot
Be Excluded Or Limited Under Applicable Law.

To The Fullest Extent Permitted By Law, And Not Withstanding Any

Other Provision Of These Terms Of Use, The Total Liability, In The
Aggregate, Of Moviepass, Its Officers, Directors, Partners, Employees
And Subcontractors, And Any Of Them, To You And Anyone Claiming By
Or Through You, For Any And All Claims, Losses, Costs Or Damages,
Including Attorneys' Fees And Costs And Expert-Witness Fees And
Costs Of Any Nature Whatsoever Or Claims Expenses Resulting From
Or In Any Way Related To Your Use Of Our Service Or Site From Any
Cause Or Causes Shall Not Exceed $500. It Is Intended That This
Limitation Apply To Any And All Liability Or Cause Of Action However
Alleged Or Arising, Unless Otherwise Prohibited By Law.**

12. 11. Indemnity

You agree to indemnify and hold MoviePass, its officers, directors,

shareholders, predecessors, successors in interest, employees,
agents, subsidiaries and affiliates, harmless from any demands, loss,
liability, claims or expenses (including attorneys' fees), made against
MoviePass by any third party due to or arising out of or in connection
with your use of the MoviePass Service or Site.

13. 12. Violation of These Terms of Use

13.1. 12.1. MoviePass may disclose any information we have about you
(including your identity) if we determine that such disclosure is
necessary in connection with any investigation or complaint regarding
your use of the Service or Site, or to identify, contact or bring legal
action against someone who may be causing injury to or interference
with (either intentionally or unintentionally) MoviePass's rights or
property, or the rights or property of visitors to or users of the Service
or Site, including MoviePass's members. MoviePass reserves the right
at all times to disclose any information that MoviePass deems
necessary to comply with any applicable law, regulation, legal process
or governmental request. MoviePass may also disclose your
information when MoviePass determines that applicable law requires
or permits such disclosure, including exchanging information with
other companies and organizations for fraud protection purposes.

13.2 12.2. You acknowledge and agree that MoviePass may preserve
any transmittal or communication by you with MoviePass through the
Site or any service offered on or through the Site, and may also
disclose such data if required to do so by law or MoviePass determines
that such preservation or disclosure is reasonably necessary to (1)
comply with legal process, (2) enforce these Terms of Use, (3) respond
to claims that any such data violates the rights of others, or (4) protect
the rights, property or personal safety of MoviePass, its employees,
members of or visitors to the Site, and the public.

13.3. 12.3. You agree that violation by you of these Terms of Use
constitute your forfeiture of paid subscription dues, and that
MoviePass possesses the right to collect payment for usage of the
Service, in addition to an early termination or misuse fee. You also
agree that any violation by you of these Terms of Use will constitute an
unlawful and unfair business practice, and will cause irreparable harm
to MoviePass, for which monetary damages would be inadequate and.
You consent to MoviePass seeking to obtain any injunctive or equitable
relief that MoviePass deems necessary or appropriate in such
circumstances. These remedies are in addition to any other remedies
MoviePass may have at law or in equity, or otherwise provided in the
Terms of Use.

13.4. 12.4. You agree that MoviePass may, in its sole discretion and
without prior notice, terminate your account, and thereby access to
the Site, with or without cause, which includes (but is not limited to)
(1) requests by law enforcement or other government agencies, (2) a
request by you (self-initiated account deletions), (3) discontinuance or
material modification of the Site or any service offered on or through
the Site, or (4) unexpected technical issues or problems.
13.5. 12.5. If MoviePass does take any legal action against you as a
result of your violation of these Terms of Use, MoviePass will be
entitled to recover from you, and you agree to pay, all reasonable
attorneys' fees and costs of such action as permitted by law, in
addition to any other relief granted to MoviePass. You agree that
MoviePass will not be liable to you or to any third party for termination
of your access to the Site as a result of any violation of these Terms of
Use.

14. 13. Void Where Prohibited

Although the Site is accessible worldwide, not all features, products or

services discussed, referenced, provided or offered through or on the
Site are available to all persons or in all geographic locations, or
appropriate or available for use outside the United States. MoviePass
reserves the right to limit, in its sole discretion, the provision and
quantity of any feature, product or service to any person or geographic
area. Any offer for any feature, product or service made on the Site is
void where prohibited. If you choose to access the Site from outside
the United States, you do so on your own initiative and you are solely
responsible for complying with applicable local laws.

15. 14. Miscellaneous

If any of the provisions of these Terms of Use are held by a court or

other tribunal of competent jurisdiction to be void or unenforceable,
such provisions shall be limited or eliminated to the minimum extent
necessary and replaced with a valid provision that best embodies the
intent of these Terms of Use, so that these Terms of Use shall remain
in full force and effect. These Terms of Use constitute the entire
agreement between you and MoviePass with regard to your use of the
Site, and any and all other written or oral agreements or
understandings previously existing between you and MoviePass with
respect to such use are hereby superseded and cancelled. Other than
as provided in a purchase agreement you enter into with MoviePass,
MoviePass will not accept any counter-offers to these Terms of Use,
and all such offers are hereby categorically rejected. MoviePass's
failure to insist on or enforce strict performance of these Terms of Use
shall not be construed as a waiver by MoviePass of any provision or
any right it has to enforce these Terms of Use, nor shall any course of
conduct between MoviePass and you or any other party be deemed to
modify any provision of these Terms of Use. These Terms of Use shall
not be interpreted or construed to confer any rights or remedies on any
third parties.

16. 15. Feedback and Information

Any feedback you provide at this site shall be deemed to be non-

confidential. MoviePass shall be free to use such information on an
unrestricted basis.

17. Collection and Use of Personal Information

17.1. Personal information is data that can be used to uniquely identify

or contact a single person.

17.2. You may be asked to provide your personal information anytime

you are in contact with MoviePass or a MoviePass affiliate. MoviePass
and its affiliates may share this personal information with each other
and use it consistent with these Terms of Use and our Privacy Policy.
They may also combine it with other information to provide and
improve our products, services, content, and advertising.

17.3. Here are some examples of the types of personal information

MoviePass may collect and how we may use it.
What personal information we collect

When you create a MoviePass account, subscribe to the Service,

purchase a product, download a software update, choose a movie, or
participate in an online survey, we may collect a variety of information,
including your name, mailing address, phone number, email address,
contact preferences, and credit card information.
When you purchase a gift membership, or invite others to join you on
MoviePass, MoviePass may collect the information you provide about
those people such as name, mailing address, email address, and phone
number.

How we use your personal information

The personal information we collect allows us to keep you informed

on MoviePass’s latest announcements, product upgrades, and
upcoming events. It also helps us to improve our services, content, and
advertising. If you don’t want to be on our mailing list, you can opt out
anytime by notifying us.
We also use personal information to help us develop, deliver, and
improve our products, services, content, and advertising.
From time to time, we may use your personal information to send
important notices, such as communications about purchases and
changes to our terms, conditions, and policies. Because this
information is important to your interaction with MoviePass, you may
not opt out of receiving these communications.
We may also use personal information for internal purposes such as
auditing, data analysis, and research to improve MoviePass’s products,
services, and customer communications.
If you enter into a sweepstake, contest, or similar promotion we may
use the information you provide to administer those programs.

18. Collection and Use of Non-Personal Information

18.1. We also collect non-personal information − data in a form that

does not permit direct association with any specific individual. We may
collect, use, transfer, and disclose non-personal information for any
purpose. The following are some examples of non-personal information
that we collect and how we may use it:

We may collect information such as occupation, language, zip code,

area code, unique device identifier, location, and the time zone where
a MoviePass product is used so that we can better understand
customer behavior and improve our products, services, and
advertising.
We also may collect information regarding customer activities on
our website, and from our other products and services. This
information is aggregated and used to help us provide more useful
information to our customers and to understand which parts of our
Site, products, and services are of most interest. Aggregated data is
considered non-personal information for the purposes of this Privacy
Policy.
If we do combine non-personal information with personal
information the combined information will be treated as personal
information for as long as it remains combined.
19. Cookies and Other Technologies

19.1. The Site, Services, interactive applications, email messages, and

advertisements may use “cookies” and other technologies such as
pixel tags and web beacons. These technologies help us better
understand user behavior, tell us which parts of our Site people have
visited, and facilitate and measure the effectiveness of
advertisements and web searches. We treat information collected by
cookies and other technologies as non-personal information. However,
to the extent that Internet Protocol (IP) addresses or similar identifiers
are considered personal information by local law, we also treat these
identifiers as personal information. Similarly, to the extent that non-
personal information is combined with personal information, we treat
the combined information as personal information for the purposes of
this Privacy Policy.

19.2 MoviePass and its partners use cookies and other technologies in
mobile advertising services to control the number of times you see a
given ad, deliver ads that relate to your interests, and measure the
effectiveness of ad campaigns.

19.3. MoviePass and our partners also use cookies and other
technologies to remember personal information when you use our
Service, Site, online services, and applications. Our goal in these
cases is to make your experience with MoviePass more convenient and
personal.

19.4. As is true of most websites, we gather some information

automatically and store it in log files. This information includes
Internet Protocol (IP) addresses, browser type and language, Internet
service provider (ISP), referring and exit pages, operating system,
date/time stamp, and clickstream data.

19.5. We use this information to understand and analyze trends, to

administer the site, to learn about user behavior on the site, and to
gather demographic information about our user base as a whole.
MoviePass may use this information in our marketing and advertising
services.
19.6. In some of our email messages, we use a “click-through URL”
linked to content on the MoviePass Site. When customers click one of
these URLs, they pass through a separate web server before arriving
at the destination page on our Site. We track this click-through data to
help us determine interest in particular topics and measure the
effectiveness of our customer communications. If you prefer not to be
tracked in this way, you should not click text or graphic links in the
email messages.

19.7. Pixel tags enable us to send email messages in a format

customers can read, and they tell us whether mail has been opened.
We may use this information to reduce or eliminate messages sent to
customers.

19.8. A unique device identification number is attached to each

account. The user cannot reset this number more than twice (2) in one
year.
20. Disclosure to Third Parties

At times MoviePass may make certain personal information available

to strategic partners that work with MoviePass to provide products
and services, or that help MoviePass market to customers. For
example, when you purchase a subscription and activate your
MoviePass account, you authorize MoviePass and its partner to
exchange the information you provide during the signup process to
carry out service. When you are signed up for the Service, your
account will be governed by MoviePass and its partner's respective
privacy policies.
21. Service Providers

MoviePass shares personal information with companies who provide

services such as information processing, fulfilling customer orders,
delivering products to you, managing and enhancing customer data,
providing customer service, assessing your interest in our products
and services, and conducting customer research or satisfaction
surveys. These companies are obligated to protect your information
and may be located wherever MoviePass operates.
22. Others

22.1. It may be necessary − by law, legal process, litigation, and/or

requests from public and governmental authorities within or outside
your country of residence − for MoviePass to disclose your personal
information. We may also disclose information about you if we
determine that for purposes of national security, law enforcement, or
other issues of public importance, disclosure is necessary or
appropriate.

22.2. We may also disclose information about you if we determine that

disclosure is reasonably necessary to enforce our terms and
conditions or protect our operations or users. Additionally, in the event
of a reorganization, merger, or sale we may transfer any and all
personal information we collect to the relevant third party.
23. Protection of Personal Information

23.1. MoviePass takes precautions — including administrative,

technical, and physical measures — to safeguard your personal
information against loss, theft, and misuse, as well as against
unauthorized access, disclosure, alteration, and destruction.

23.2. The MoviePass Site and Mobile App use Secure Sockets Layer
(SSL) encryption on all web pages where personal information is
collected. To make purchases from these services, you must use an
SSL-enabled browser. Doing so protects the confidentiality of your
personal information while it’s transmitted over the Internet.

23.3. When you use some MoviePass products, services, or

applications or post on a MoviePass forum or social networking
service, the personal information you share is visible to other users
and can be read, collected, or used by them. You are responsible for
the personal information you choose to submit in these instances. For
example, if you list your name and email address in a forum posting,
that information is public. Please take care when using these features.
24. Integrity and Retention of Personal Information

MoviePass makes it easy for you to keep your personal information

accurate, complete, and up to date. We will retain your personal
information for the period necessary to fulfill the purposes outlined in
this Privacy Policy unless a longer retention period is required or
permitted by law.
25. Access to Personal Information
You can help ensure that your contact information and preferences are
accurate, complete, and up to date by logging in to your account at
https://www.moviepass.com/. For other personal information, we make
good faith efforts to provide you with access so you can request that
we correct the data if it is inaccurate or delete the data if MoviePass is
not required to retain it by law or for legitimate business purposes. We
may decline to process requests that are unreasonably repetitive,
require disproportionate technical effort, jeopardize the privacy of
others, are extremely impractical, or for which access is not otherwise
required by local law.
26. Location-Based Services

26.1. To provide location-based services on MoviePass Services or

products, MoviePass and our partners and licensees may collect, use,
and share precise location data, including the real-time geographic
location of your computer or device. This location data is collected
anonymously in a form that does not personally identify you and is
used by MoviePass and our partners and licensees to provide and
improve location-based products and services. For example, we may
share geographic location with application providers when you opt in
to their location services.

26.2. Some location-based services offered by MoviePass, such as the

“Theater Check-in” feature, require your personal information for the
feature to work.
27. Third-Party Sites and Services

The MoviePass Site, products and applications may contain links to

third-party websites, products, and services. Our products and
services may also use or offer products or services from third parties
− for example, a third-party payment card. Information collected by
third parties, which may include such things as location data or
contact details, is governed by their privacy practices. We encourage
you to learn about the privacy practices of those third parties.
28. Our Commitment to Your Privacy

To make sure your personal information is secure, we communicate

our privacy and security guidelines to MoviePass employees and
strictly enforce privacy safeguards within the company.
29. Defective/Damaged DVD/Blu-Ray Item Return Policy

29.1. In the event that an item purchased from MoviePass is defective,

we will exchange the disc under the manufacturer's warranty for a
copy of the same title, provided the title is still available in our regular
inventory. If the title is no longer available, or has been reissued by
another studio, or is no longer covered by the manufacturer's warranty,
this warranty is void.

29.2. Unfortunately, certain models of DVD players are not able to play
certain DVDs. MoviePass cannot be held responsible for discs that
cannot be played on certain systems. However, MoviePass will
exchange the incompatible title with another title provided the
warranty conditions are met. Items not accepted under the terms of
this warranty will be returned, freight collect, to the sender.

29.3. In order for returned Products to be eligible for credit, you agree
to the following procedure:

(i) you must contact customer support outlining the reason for the
return.

(ii) If approved by MoviePass the User will be sent a Return

Authorization Number (RA) for each individual package being returned.
Each return will be assessed individually.

(iii) MoviePass must receive your request to return the product within
thirty (30) days of the original delivery.

29.4. Returned titles must be in their original factory packaging.

Please enclose the following information with each return;

Your name, address, and telephone number

Return Authorization Number (RA)
A copy of your MoviePass receipt as proof of purchase
The reason why you are returning the title

29.5. When returning items to MoviePass, use a sturdy carton that will
prevent damage to the disc. Do not use a Jiffy Bag, brown paper, or
other soft containers. It is strongly suggested that discs be returned
via the U.S. Postal Service Priority Mail, for shipping charges between
$3 to no more than $10 which will be credited to your account. To save
money on shipping, do not use a third party shipping or packaging
service. Parcel post packages will require insurance to be purchased
separately.

Send all returns to: MoviePass

670 Broadway 4th Floor New York, NY 10012

You may also contact our customer service department by visiting

our help page at https://help.moviepass.com if you have any other
questions.
30. Non-Defective DVD Return Policies

Only sealed, unopened titles will be accepted for credit, exchange, or

refund within thirty (30) days of purchase. Discs must be in "like new"
condition in order for us to issue credit. The disc must be with the
original packaging intact and otherwise in mint, resalable condition.
No credit will be issued for any returned Product not in mint, resalable
condition with the original packaging intact. Any disc not meeting
these conditions will be returned to you and no credit issued. Credit
will not be issued for shipping charges and you will be charged a
shipping charge for exchanges. A copy of your original purchase
receipt is required.
31. Damaged DVD/Blu-Ray Shipment

Damaged Products are those shipped by Distributor, which are

damaged during shipment to Customers to the extent that the product
cannot be used for their intended purpose. Products damaged while in
the care, custody, or control of you are not Damaged Products for
purposes of this Agreement.

If you receive a title that has been damaged or is defective, please

contact customer support. We will issue an RA and e-mail you a
postpaid label for return of the problem item. We will also send you a
replacement via Priority Mail. We must receive the defective or
damaged item within 30 days or we will charge you for the
replacement.
32. Lost DVD/Blu-Ray Shipment
32.1. Lost orders: If you feel that your order may have been lost in
transit, please call or write us. If you have further questions, please
contact a Customer Service rep for assistance with lost or damaged
orders. MoviePass will use commercially reasonable efforts to package
all shipments in a manner to prevent damage during shipment. Except
as specifically stated here, all shipping shall be at the expense of the
User. The risk of loss for products shall pass from MoviePass when the
products are delivered to the carrier for shipment to the User.

32.2. MoviePass accepts paying with your credit card on file or through
American Express,VISA, MasterCard, and Discover cards. If you are
purchasing from MoviePass with a credit card for the first time it is our
policy to contact the issuing bank to verify the billing information on
the account, so please ensure that you submit the correct info. This
security check occasionally causes delays depending on the
accessibility of your bank, but it is necessary to minimize fraud and
protect our customers. You will be contacted if there are any problems.
Until an account has been established with MoviePass we will only
ship to the verifiable billing or work address.
33. Price Guarantee

33.1. Pre-order Price Guarantee applies only to unreleased films sold

by MoviePass and the price offered by MoviePass. It does not apply to
other products or to films that have already been released, or to the
same product sold by a different seller. Pre-order Price Guarantee
applies only to qualifying films displaying the offer message on their
product detail pages. Items that do not display the offer message do
not qualify, regardless of the nature of the items. Pre-order price
protection is automatically applied to qualifying DVDs/Blu-Rays.

If your order enters the shipping process before the release date and
the MoviePass price is lowered before the end of the day of the release
date, we will automatically refund your credit card for the difference
between the price you were charged and the release-date price.

33.2 If you pre-order an "Upcoming" item we will ship it once the home
video company has released the product. Please be aware that
DVD/Blu-Ray release dates can change numerous times. We do our best
to provide you with the most comprehensive and accurate information
but there are times when that information is simply unknown. We will
maintain all pre-orders as active and ship the item as soon as it has
been released. You will not be billed for any item until it has been
shipped.

33.3. MoviePass provides online stock status for all items we sell. The
status represents our inventory level at the time you placed your order.
From time to time an item may be "out of stock." When you order a title
that is "out of stock" it is deemed to be a backorder. Our partner’s goal
is to maintain significant inventory levels so that backorders do not
occur but it may occasionally happen. You will not be billed for the
item until it has been shipped. As orders are continuously being sent to
the warehouse we are unable to guarantee cancellation at the time of
your request. Shipping charges will not be refunded on returned orders
that could not be cancelled.

33.4. Orders sent by our standard method, U.S. Postal Service (1st
Class and/or Priority Mail) normally take 2-5 business days from the
day it is shipped. MoviePass will try its best to get the DVD/Blu-Ray to
your shipping location the day the DVD/Blu-Ray comes out. Due to
delays and circumstances with the shipping company, MoviePass will
not be responsible for a DVD/Blu-Ray arriving to the shipping address
late.

34. 16. Applicable Law

All matters relating to the MoviePass Service, the Site and these
Terms of Use and any dispute or claim arising therefrom or related
thereto (in each case, including non-contractual disputes or claims),
shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or
any other jurisdiction).

35. 17. Arbitration And Small Claims Proceedings

You and we agree that any dispute, claim or controversy arising out of
or relating to: (a) these Terms of Use or the existence, breach,
termination, enforcement, interpretation or validity thereof; or (b) your
access to or use of our Site at any time, whether before or after the
date you agreed to these Terms of Use, will be settled by binding
arbitration between you and us, and not in a court of law, with the
exception of either party seeking injunctive or equitable relief as
specified below.

The arbitration will be administered by the American Arbitration

Association (“AAA”) applying the law of the State of New York and in
accordance with the AAA’s applicable Rules of Arbitration. You and we
agree that any arbitration proceeding will be held in the State of New
York located in the City of New York and County of New York.

By agreeing to these Terms of Use, you agree that you are required to
resolve any claim that you may have against us on an individual basis
in arbitration. This will preclude you from bringing any class,
collective, or representative action against us, and also preclude you
from participating in or recovering relief under any current or future
class, collective, consolidated, or representative action brought
against us by someone else.

You acknowledge and agree that you and we are each waiving the right
to a trial by jury or to participate as a plaintiff or class member in any
purported class action or representative proceeding. Unless both you
and we otherwise agree in writing, any arbitration will be conducted
only on an individual basis and not in a class, collective, consolidated,
or representative proceeding. However, subject to the requirements of
these Terms of Use, you and we each retain the right to bring, without
first seeking arbitration, an individual action in a court of competent
jurisdiction for the purposes of seeking injunctive or other equitable
relief.

PLEASE REVIEW - IMPORTANT - AFFECTS YOUR LEGAL RIGHTS

(i) EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN

US DECIDED BY ARBITRATION AND NOT IN COURT OR BY JURY TRIAL.

(ii) IF A DISPUTE IS ARBITRATED, YOU AGREE TO GIVE UP YOUR RIGHT

TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN
ANY CLASS CLAIM YOU MAY HAVE AGAINST US IN STATE OR FEDERAL
COURT INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY
CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
(iii) DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE
GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS
THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN
ARBITRATION.**

Any claim or dispute, whether in contract, tort, statute or otherwise

(including the interpretation and scope of this Arbitration Provision,
and the arbitrability of the claim or dispute, between you and us or our
employees, agents, successors or assigns, which arises out of or
relates to (a) these Terms of Use or the existence, breach, termination,
enforcement, interpretation or validity thereof; (b) your access to or
use of our Site at any time, whether before or after the date you
agreed to these Terms of Use ; or (c) any resulting transaction or
relationship (including any such relationship with third parties who do
not agree to these Terms of Use) SHALL, AT YOUR OR OUR ELECTION,
BE RESOLVED BY NEUTRAL, BINDING ARBITRATION AND NOT BY A
COURT ACTION. If federal law provides that a claim or dispute is not
subject to binding arbitration, this Arbitration Provision shall not apply
to such claim or dispute. Any claim or dispute is to be arbitrated by a
single arbitrator on an individual basis and not as a class action. YOU
EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO BRING OR
PARTICIPATE IN A CLASS ACTION WHETHER BROUGHT IN
ARBITRATION OR IN ANY STATE COURT. MoviePass agrees to
participate in arbitration in the state of your residence. You may
choose the American Arbitration Association, 1633 Broadway, 10th
Floor, New York, New York 10019 (www.adr.org), or any other
organization to conduct the arbitration subject to our approval. You
may get a copy of the rules of an arbitration organization by contacting
the organization or visiting its website.**

Arbitrators shall be attorneys or retired judges and shall be selected

pursuant to the applicable rules. The arbitrator shall apply governing
substantive law and the applicable statute of limitations. The
arbitration hearing shall be conducted at a location reasonably
accessible to you and in accordance with the rules of the chosen
arbitration organization. We will pay the filing, administration, service,
case management, arbitrator, and hearing fees that we are required to
pay as set forth in the Consumer Arbitration Rules for the American
Arbitration Association or as set forth in the applicable rules of the
chosen organization, unless the law requires us to pay more. The
amount we pay may be reimbursed in whole or in part by decision of
the arbitrator if the arbitrator finds that any of your claims is frivolous
under applicable law. Each party shall be responsible for its own
attorney, expert and other fees, unless awarded by the arbitrator under
applicable law. If the chosen arbitration organization's rules conflict
with this Arbitration Provision, then the provisions of this Arbitration
Provision shall control. Any arbitration under this Arbitration Provision
shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et. seq.)
and not by any state law concerning arbitration. Any award by the
arbitrator shall be in writing and will be final and binding on all parties,
subject to any limited right to appeal under the Federal Arbitration Act.

Any court having jurisdiction may enter judgment on the arbitrator's

award. This Arbitration Provision shall survive any termination or
transfer of these Terms of Use. If any part of this Arbitration Provision,
other than waivers of class action rights, is deemed or found to be
unenforceable for any reason, the remainder shall remain enforceable.
If a waiver of class action rights is deemed or found to be
unenforceable for any reason in a case in which class action
allegations have been made, the remainder of this Arbitration Provision
shall be unenforceable.

NOTWITHSTANDING THE ARBITRATION PROVISION IN THIS SECTION,

YOU AND WE ALSO RETAIN THE RIGHT TO SEEK REMEDIES IN SMALL
CLAIMS COURT FOR DISPUTES OR CLAIMS WITHIN THAT COURT'S
JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED
OR APPEALED TO A DIFFERENT COURT IN WHICH CASE THE
ARBITRATION PROVISIONS HEREIN SHALL APPLY.

YOUR SUBSCRIPTION TO MOVIEPASS SPECIFICALLY CONSTITUTES

CONSENT TO THE PROVISIONS OF SECTION 17.

36. 18. Jurisdiction for Dispute Proceedings

For purposes of seeking injunctive or equitable relief or in the event

the Arbitration provision above is found unenforceable, any legal suit
other than a suit in small claims court, action or proceeding arising out
of, or related to, these Terms of Use or the Website shall be instituted
exclusively in the federal or state courts located in the State of New
York in each case located in the City of New York and County of New
York. You waive any and all objections to the exercise of jurisdiction
over you by such courts and to venue in such courts. Notwithstanding
the foregoing, we retain the right to bring any suit, action or
proceeding against you for breach of these Terms of Use in your state
or country of residence or any other relevant state or country. YOU
HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO
ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY,
ARISING OUT OF, OR RELATING TO THESE TERMS OF USE TO THE
FULLEST EXTENT PERMITTED BY LAW.

37. 19. The information contained in these Terms of Use or the Site is
subject to change without notice.