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Spyglass Media Group, LLC Terms of Use

Updated and Effective November 19, 2019

PLEASE READ THESE TERMS OF USE (“Terms”) CAREFULLY BEFORE USING THE SITE (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE. These Terms govern the use of our website and any other website, app, feature, or other online service that is owned or controlled by Spyglass Media Group, LLC (“Spyglass” or “we”, “us”, or “our”) and that posts a link to these Terms of Use. Spyglass Media Group, LLC and its affiliates and subsidiaries are not the same company as, nor are they associated in any way with, Spyglass, Inc. or its parent company, OpenTV, Inc. Further, Spyglass Media Group, LLC and its affiliates and subsidiaries are not the same company as, nor are they associated in any way with Spyglass Entertainment Holdings, LLC or its subsidiaries. By accessing or using the Site, you agree to follow these Terms and be bound by them. You affirm that you have the capacity, and are of legal age, to agree to these Terms. In some instances, separate document(s) may provide supplemental conditions applicable to a service offered through our Site (“Additional Terms”), in addition to these Terms. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review our Privacy Policy, which also applies to your use of the Site. In any jurisdiction where all or any portion of the Site may violate legal requirements, use of the Site is expressly unauthorized and you agree not to access the Site in any such jurisdiction. You are responsible for compliance with applicable laws. Any use of the Site in violation of this provision or any provision of these Terms is at your own risk. We reserve the right to refuse access to any user we determine, in our sole discretion, is not complying with these Terms, and to discontinue our Site at any time for any reason. NOTE THAT THE “ARBITRATION AGREEMENT” [Link] SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE, WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND THAT YOU AND SPYGLASS WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. BY USING THE SITE OR ACCEPTING THIS AGREEMENT, YOU HEREBY AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT.

TABLE OF CONTENTS

Ownership of Site Materials

The Site includes, without limitation, all materials that are included in or are otherwise a part of the Site (including past, present, and future versions of the Site), such as: graphics; layout; text; instructions; images; trademarks; logos and service marks; audio; video; designs; technology; applications; artwork; information; data; compilations; advertising copy; domain names; any and all copyrightable material (including source and object code); the “look and feel” of the Site; the assembly and arrangement of materials of the Site; and all other materials related to the Site (collectively, “Materials”). The Materials are owned by or licensed to Spyglass or its subsidiaries, affiliates, and/or third party licensors (collectively referred to as “Spyglass”) and are protected from unauthorized use, copying, and dissemination by copyright, trademark, patent, and other laws, rules, regulations, and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by Spyglass, no rights in the Materials (either by implication, estoppel, or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Site. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, MODIFICATION, COPYING, DUPLICATING, REPRODUCTION, REPUBLISHING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTION, STORING, REMOVAL, OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY MATERIALS IS STRICTLY PROHIBITED. Subject to your strict compliance with these Terms and any Additional Terms, Spyglass grants you a limited, personal, non-exclusive, non-commercial, revocable, non-sublicensable, non-assignable, and non-transferable license to access and view the Materials (excluding source and object code, except as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright, trademark and proprietary notices; (b) make no modifications; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Site or to reverse engineer, modify, or attempt to discover any source code associated with the Site (except to the extent any foregoing restriction is prohibited by applicable, unwaivable law). You also agree that you will not, including without limitation, by use of any robot, scraper, or other data mining or process, frame, mask, extract data, or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy; reproduce, republish, modify; create derivative works of, upload, download, perform, display; post, transmit, distribute, or otherwise use Materials in any way, without the prior written permission of a duly authorized Spyglass legal department employee. You agree to abide by any and all copyright notices, trademark notices, information, or restrictions contained in any part of the Site. Any and all rights to use the use Site that are not expressly granted to you under these Terms are reserved for Spyglass and its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Spyglass’ rights to exploit fully any or all of the Materials, unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.

Unsolicited Submissions

Our long-standing company policy does not allow us to accept or consider any creative ideas, suggestions, or materials other than those that we have specifically requested. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by our professional staff might seem to others to be similar to their own creative work. Please do not send us any unsolicited original creative materials such as stories or ideas, screenplays, or original artwork. However, if you decide to submit any such unsolicited submissions, you agree that by doing so you grant to Spyglass an unrestricted, unconditional, unlimited, worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use your submission, including without limitation all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author’s rights, algorithms, rights in packaging, goodwill, and other intellectual property and proprietary rights whatsoever. You further agree that, to the fullest extent permissible under applicable law, if you send us any unsolicited materials, ideas or content, Spyglass will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, archive, post, translate, reproduce, distribute (through multiple tiers), publish, transmit, broadcast, display (whether publicly, digitally, or otherwise) disclose, adapt, create derivative works based upon, perform (whether publicly digitally, or otherwise) develop, manufacture and use for advertising, marketing, publicity and promotional purposes, any such unsolicited submissions, in any form media, software or technology of any kind now known or developed in the future for any purposes whatsoever, including developing, manufacturing and marketing products.

Viral Distribution

Spyglass may grant you –only through express written permission from a legal department employee of Spyglass – the limited, revocable permission to engage in certain expressly described personal uses of Materials that include the ability to share the Materials with others (“Viral Distribution”). Express written permission from a legal department employee of Spyglass for Viral Distribution may include these personal uses: (a) sending Materials to friends or acquaintances at no charge; (b) posting and displaying a copy of Materials on a personal website; or (c) posting and displaying a copy of the Materials on a third-party website that does not charge for access to those materials or associate those materials with products, services, or advertising. You agree that you will not post any claims about a Spyglass product or service when engaging in Viral Distribution. However, it would be acceptable to state “I love Spyglass” with your Viral Distribution. In other words, you understand that only Spyglass can make claims, promises, or statements on behalf of Spyglass about its products or services. You also agree that you will not imply that you and Spyglass are affiliated in any way or that Spyglass approves of your comments. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason, and you agree to immediately cease Viral Distribution upon notice of revocation and to comply with any terms we post in connection with the Viral Distribution of Materials. If expressly permitted and made available on the Site, you may engage in Viral Distribution pursuant to these Terms, but you will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Materials without our prior express written permission from a legal department employee of Spyglass.

Sweepstakes, Contests, and Promotions

Any sweepstakes, contests, or promotions (“Promotions”) accessible through the Site may be governed by its own set of official rules, which may have eligibility requirements, such as a certain age or geographic restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine the sponsor’s requirements of you in connection with the applicable Promotion.

Jurisdictional Restrictions

The information provided on the Site 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 Spyglass to any registration requirement within such jurisdiction or country. Spyglass controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products, or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.

Third Party Links, Content, and Applications

There may be links from the Site to third party web sites or online features. The Site also may include third party content that we do not control, maintain, or endorse. Functionality on the Site may also permit interactions between the Site and a third party web site or online feature, including applications that connect the Site with a third party site (including, but not limited to, Facebook, Instagram, YouTube, and Twitter). For example, the Site may include a button enabling you to indicate, on your social networking page, that you “like” certain content on the Site, or a feature that lets you post to your social networking page a link to Site Materials or the ability to share content from the Site with a third party, which may be publicly posted on that third party’s web site. Using this functionality typically requires you to login to your account on the third party’s site. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge that we make no representations or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials on or available from the third party sites or online features and any reliance placed by you on such materials is at your own risk. If you choose to use applications that connect the Site with a third party site, you acknowledge and agree that you are consenting to that information being shared; and that your use of these third party applications may cause information about you to be publicly disclosed. NEITHER SPYGLASS NOR ITS SERVICE PROVIDERS ARE RESPONSIBLE FOR THE PRACTICES OF ANY THIRD PARTY. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT SPYGLASS IS NOT LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF YOUR INTERACTION WITH ANY THIRD PARTY.

Linking Policy

Spyglass grants you the revocable permission to link to the Site; provided, however, that any link to the Site: (a) must not present false information about, disparage, damage, dilute, or tarnish the goodwill associated with Spyglass or its products, any Spyglass property or any other intellectual property; (b) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated, or associated with Spyglass; (c) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (d) must not use any Spyglass trademarks without the prior written permission from Spyglass; (e) must not contain content that could be construed as distasteful, offensive, or controversial, or otherwise objectionable (in our sole discretion). If you do link to the Site, the link must be in plain text, unless otherwise pre-approved in writing by Spyglass. Spyglass reserves the right, in its sole discretion, to terminate a link with any website that it deems inappropriate or inconsistent with the Site or these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Spyglass reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion.

Indemnification

You agree to indemnify, defend, and hold Spyglass harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including attorney’s fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach or anticipatory breach of these Terms, including any violation of the Unsolicited Ideas or Viral Distribution policies); (b) your use of the Site or activities in connection with the Site; (c) your violation of any law, rule, regulation, code, statute, ordinance, or order of any governmental and quasi-governmental authorities, including all regulatory, administrative, and legislative authorities; (d) information or material transmitted 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; (e) any misrepresentation by you; or (f) our use of your information as permitted under these Terms, the Privacy Policy [Link], or any other written agreement between you and Spyglass. You will cooperate as fully required by Spyglass in the defense of any claim. Spyglass reserves 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 legal department employee of Spyglass.

Disclaimers

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE (INCLUDING ALL MATERIALS, INFORMATION, LINKS, AND OTHER FEATURES OF THE SITE) IS PROVIDED TO YOU ON AN “AS IS”, “WHERE IS”, “WHERE AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPYGLASS EXPRESSLY DISCLAIMS ALL WARRANTIES ASSOCIATED WITH THE SITE, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing and to the fullest extent permissible under applicable law, Spyglass does not warrant that your use of the Site will be timely, uninterrupted, error-free, or secure, that defects or errors will be corrected, or that the Site (or server that makes it available) is free or viruses, malware, or other harmful components. Spyglass does not warrant or make any representations regarding the use or the results of the use of the materials on the Spyglass site in terms of their correctness, accuracy, reliability, or otherwise. You assume responsibility and risk for your use of the Site and your reliance thereon, to the fullest extent permissible under applicable law, including the entire cost of all necessary servicing, repair, or correction. No opinion, advice, or statement of Spyglass, whether made on the Site or otherwise, shall create any warranty not expressly stated therein. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Further, Spyglass does not warrant that your activities or use of the Site are lawful in any particular jurisdiction and, in any event, Spyglass specifically disclaims such warranties. You understand that by using any of the features of the Site, you act at your own risk, and you represent and warrant that you activities are lawful in the jurisdiction where you access or use the Site. Spyglass does not endorse nor is it responsible for any opinion, advice, information, statement, or other content made or displayed on the Site by third parties (including third party advertisers) and, to the maximum extent permissible under applicable law, specifically disclaims responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive, or otherwise), injury, claim, liability, or other cause of any kind or character based upon or resulting from any such content obtained through the Site. Please remember that it is your responsibility to evaluate the accuracy and reliability of any opinion, advice, information, or statement available on the Site. A possibility exists that the Site could include inaccuracies or errors. Additionally, a possibility exists that unauthorized alterations could be made to the Site by third parties. Although we attempt to ensure the integrity of the Site, Spyglass makes no guarantees as to the Site’s completeness or correctness.

Limitation of Liability

SPYGLASS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OF DATA, REVENUE, OR PROFITS OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES UNDER ANY CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR DIRECTLY, TO: (A) THE SITE (INCLUDING WITHOUT LIMITATION) ALL INFORMATION, PRODUCTS, SERVICES, VIRAL DISTRIBUTION, AND ALL OF THE MATERIALS AND CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SITE); (B) YOUR USE OF OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY SPYGLASS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (D) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; OR (F) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS ANY DAMAGES TO ANY USER’S DEVICE, HARDWARE, DEVICE SOFTWARE, 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, EVEN IF FORESEEABLE OR EVEN IF SPYGLASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO SPYGLASS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN UNITED STATES DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. THE FOREGOING LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT SPYGLASS’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE, UNWAIVERABLE LAW, YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF SPYGLASS’ 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 SITE OR ANY OTHER SPYGLASS WEBSITE, PROPERTY, PRODUCTION, FILM, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY SPYGLASS, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF THE SITE OR ANY OTHER SPYGLASS PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY SPYGLASS.

General Release BY ACCESSING THIS SITE, 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 EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Arbitration Agreement/Class Action Waiver/Dispute Resolution

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE RELIEF FOR THE ALLEGED UNLAWFUL USE OF COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, BOTH YOU AND SPYGLASS WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR RESOLVE ANY DISPUTE AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION. BOTH YOU AND SPYGLASS WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION RELATED ANY DISPUTE THAT IS BROUGHT BY ANYONE ELSE. NOTWITHSTANDING ANY PROVISION IN THE JAMS (DEFINED BELOW) RULES TO THE CONTRARY, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY OR ANY JURISDICTION TO HEAR THE ARBITRATION AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR TO CONSOLIDATE, JOIN, OR OTHERWISE COMBINE THE CLAIMS OF DIFFERENT PERSONS INTO ONE PROCEEDING. You agree that these Terms and your use of our Site is governed by the laws of the State of California, USA without regard to its conflict of law principles. The parties each agree to finally settle all disputes only through arbitration; provided, however, Spyglass shall be entitled to seek injunctive or equitable relief in the state and federal courts in Los Angeles County, California and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator's decision and award are final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to these Terms will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration," then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. If an in-person hearing is required, then it will take place in Chicago, IL; New York City, NY; Los Angeles, CA; Atlanta, GA; or Dallas, TX (whichever is closest to your residence) or – where required by the JAMS rules – in or near your hometown. The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions or class arbitrations; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate does not apply and the dispute must be brought in a court of competent jurisdiction in Los Angeles County, California. Spyglass agrees to pay the administrative and arbitrator's fees in order to conduct the arbitration (but specifically excluding any travel or other costs incurred by you to attend the arbitration hearing). Either party may, notwithstanding this provision, bring qualifying claims in small claims court. In no event will you seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation or exploitation of these Terms or the Site, provided that nothing in these Terms will restrict a California resident’s right, if any, to pursue public injunctive relief as permitted by law.

Termination

To the fullest extent permissible under applicable law, Spyglass reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to use or access the Site, and to block or prevent you from using the Site for any reason, including your breach of these Terms or other conduct by you that Spyglass considers inappropriate. To the fullest extent permissible under applicable law, Spyglass reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site with or without notice to you. You agree that Spyglass shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site. Upon termination of your access to the Site, or upon demand by Spyglass, you must destroy all Materials and all related documentation, including immediately discontinuing the use of any links to the Site. Any provisions of these Terms, which by their terms, ought to survive, shall survive any termination of these Terms. You understand and agree that Spyglass will determine your compliance with these Terms in its sole discretion. Any violation of these Terms may be referred to law enforcement authorities.

Miscellaneous

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable, or sublicensable by you except with prior written consent of a duly authorized legal department Spyglass employee. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against Spyglass by virtue of having drafted these Terms.

Changes to these Terms

We reserve the right, in our sole discretion and at any time, to change or add to the terms of these Terms and we will notify you of material changes by posting the changed or modified Terms on our Site (“Updated Terms”). We may also provide notice to you in other ways in our discretion, such as through contact information you have provided. Your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement and consent to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward. Any changes or additions in the Updated Terms will not apply to any dispute between you and us arising prior to the effective date of such Updated Terms.

Contact Us

Spyglass Media Group, LLC 1840 Century Park East, 15th Floor Los Angeles, CA 90067 Phone: 424-332-5777