Terms of Use

1. Grant of a Limited License

Subject to your agreement to and continuing compliance with these Terms of Use, MR hereby grants you a personal, non-exclusive, non-assignable, non-transferable license to access and use the Service for your personal and non-commercial use only. You may not use the Service for any other purpose. MR reserves any and all rights not expressly granted to you pursuant to these Terms of Use. The limited rights granted to you to access and use the Services comprise a limited license and do not constitute the sale of any software program.

The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of the Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and MR, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and MR acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and MR acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, MR, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the App. You and MR acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

2. License Limitations

The license granted to you in Section 1 above is subject to the limitations as set forth in Sections 1 and 2 (collectively, the “License Limitations”). Any use of the Service in violation of the License Limitations or these Terms of Use will be regarded as an infringement of MR’s rights. The above granted license in Section 1 does not grant you the right to, and you hereby agree that you will not, under any circumstances:

1. download (other than through page caching necessary for personal use, or as otherwise expressly permitted by the Terms of Use), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Service, without MR’s express prior written consent;

2. duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;

3. use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through Service without prior written permission from MR, or such third party that may own the trademark, trade name, slogan, logo, image, and service mark;

4. frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of MR without our express consent;

5. purchase search terms or use any meta tags or any other “hidden text” utilizing the MR name or trademarks without our express consent;

6. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Service;

7. exploit the Service for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;

8. use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party’s use of the Service or use any device, software or routine that causes the same;

9. attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;

10. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;

11. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information from or through the Service, or any manual process to do the same;

12. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

13. use the Service to send, knowingly receive, upload, download, submit, use or re-use any material which does not comply with the Content Standards (as defined below);

14. use the Service to impersonate or attempt to impersonate MR, a MR employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing) or otherwise misrepresent yourself;

15. use the Service to ask users for their personal information;

16. use the Service for illegal, harassing, unethical, or disruptive purposes;

17. use the Service in any way that would affect us adversely or reflect negatively on us, the Service, our goodwill, our employees or moderators, our name or reputation, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Service, or from advertising, linking or becoming a supplier to us in connection with the Service;

18. violate any applicable law or regulation in connection with your use of the Service; or

19. use the Service in any way not expressly permitted by the Terms of Use.

3. User Accounts

By using this Service, you represent and warrant that you are of legal age to form a binding contract (which in most U.S. states is 18) with MR. IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT, YOU MUST MAKE SURE THAT YOUR PARENT OR GUARDIAN (1) ACCEPTS THE TERMS OF USE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SERVICE AND (2) COMPLETES ANY TRANSACTION YOU PROCESS THROUGH THE SERVICE ON YOUR BEHALF.

In order to create a user account on the Service (an “Account”), you must provide MR with certain personal information. We may allow you to create an Account by linking your pre-existing account with a third party website (e.g., Google, Facebook, Twitter), notification of which will be provided by allowing selection of such pre-existing accounts on the relevant account-creation screen. In such event you agree that we may create your Account by extracting from your pre-existing third-party account certain personal information (such as your email address) that your privacy settings on the applicable account permit us to access.

You can access, edit and update your Account information at any time through the Service’s Account Management feature. You agree that you will supply truthful, accurate and complete information to MR, and that you will update such information promptly in the event that it changes. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, MR reserves the right to terminate the Terms of Use, your Account, and/or your use of the Service.

You may not transfer, share or make available (except, as set forth above, to your minor child) your Account information to others. Any distribution by you of Account information may result in suspension, termination or cancellation of your access to the Service, without refund (including any charges whether or not authorized by you).

Your registration is for your use only. You agree not to lease, assign, sell, transfer, rent, share or provide access to, directly or indirectly, your user account or password with anyone else. You are responsible for all actions and transactions taken via your account.

4. Account Security and Personal Information

You are responsible for maintaining the confidentiality of your Account and password and for all activities which occur through the use of your Account, including purchases, whether or not authorized by you. You agree to immediately notify MR of any unauthorized access to or use of your Account, username or password or any other breach of security. MR will not be liable for any loss or damage arising from your failure to secure your account.

You consent to all actions we take with respect to your information consistent with our Privacy Policy. For more information about how we may use and share your technical data and related information please review the Privacy Policy.

5. Sales Policies; Ordering; Purchasing; Renting

Certain aspects of the Service may be provided for a fee or other charge. For example, the Service may allow you to purchase certain items listed on the site or through an affiliate. While MR has an ecosystem of manufacturing and logistics partners for procurement and fulfillment, both physically and digitally, MR does not retain full control of the end-to-end process from order to fulfillment. As such, MR does not, and cannot, promise or guarantee that all items submitted for order will be fulfilled or delivered within any particular timeframe. MR Parties (as defined below) reserve the right to reject any request for orders, including if MR deems in its sole discretion that the requested order or items to be fulfilled has been executed using inappropriate or unlawful means.

Further, if you elect to use paid features of the Service, you agree to the pricing and payment terms for the applicable transaction, as we may update them from time to time. MR may add new items for sale or order or services for additional fees and charges, or amend fees and charges for existing items for sale or services, at any time in its sole discretion. We may also provide certain items for sale or pre-sale or services via our third party partners and you agree, that your use of such third party services is subject to the contractual (including payment) terms presented by such third parties should you wish to use their services. You further agree that MR has no responsibility for such third party services and your use of such services is entirely at your own risk.

All information that you provide in connection with a purchase or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to such purchases or other monetary transaction interactions.

If at any time MR is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes (including applicable penalties and interest, if any) to MR upon written notice.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by MR in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies.

6. Your Items; Risk of Loss or Damage

You acknowledge and agree that MR may, following the order period, ship your Items using third party vendors or shipping facilities. However, MR cannot control the actions of any such third parties. Accordingly, none of the MR Parties (as defined below) assumes any responsibility, and shall not be liable for, any damages related to the shipping, handling, or storage of the Items. MR is not responsible for damages arising out of any loss, alteration or damage to the Item, except if caused by MR’s gross negligence or willful misconduct.

The MR Parties (as defined below) are not responsible for any loss or damage related to or arising out of your non-compliance with the Terms.

7. Data and Intellectual Property Ownership

As between MR and you, MR owns or otherwise has rights, title and interest in and to the Service and all of the content that appears on the Service that is your User Content (as defined below). You agree that you have no right, title or interest in or to the Service and any such content (other than your User Content), including without limitation any other attributes associated with any Account or stored on the Service.

All software (including source code), logos, icons, the Service’s “look and feel,” text, graphics, images, video clips, sound clips, content, notices, data, page layout, and selection and arrangement of the content and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein shall be owned solely and exclusively by MR and/or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. The compilation of all content and any software or other materials provided by MR on the Service, or in connection with the Service, are the exclusive property of MR and/or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. MR and its licensors reserve all rights in connection with the Service and its content (other than User Content), including, without limitation, the exclusive right to create derivative works therefrom.

The MR name, the MR logo and all related names, logos, product and service names, designs and slogans are trademarks of the MR or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Service, including but not limited to names and logos of various charities, are the property of their respective owners. The appearance of such names, logos, product and service names, designs and slogans on the Service does not indicate affiliation with, connection to, or sponsorship by MR in any way. Any images of persons or personalities contained on the Service are not an indication or endorsement of MR or any particular product or our Service unless otherwise indicated.

8. User Content, Conduct, and Copyright

Any and all content, including any communications, images, sounds and all material or information, that you submit (e.g. by uploading or transmitting) to MR or otherwise upload to the Service (including while placing your order) (collectively, “User Content”) shall be deemed, and shall remain, your property from the moment of creation. Accordingly, you hereby grant MR a perpetual, irrevocable, worldwide, paid-up, non-exclusive, license (including the right to sublicense to other users of the Service and third parties), and right to reproduce, fix, adapt, modify, translate, re-format, create derivative works from, introduce into circulation, publish, distribute, sell, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, such User Content, as well as all modified and derivative works thereof, in whole or in part, in any languages and in any media now known or not currently known, without any further notice or attribution to you, and without any requirement of permission from or payment to you (or any other person or entity). To the extent permitted by applicable laws, you hereby waive any moral rights you have in any User Content.

You shall not (and shall not permit any third party to) create, upload, download, post, submit or otherwise distribute or facilitate distribution of any User Content on or through the Service (including while placing your order), that:

1. infringes any patent, trademark, trade secret, copyright, moral right, right of publicity, right of privacy, or other right of any other person or entity or violates any law or contractual duty (see our Notice of Infringement - DMCA policy below); for example, by reproducing song lyrics, poems, articles, logos, trademarks, pictures, photos, music or other material that is not owned by you (or which you do not have a license to reproduce on the Service);

2. you know is false, misleading, untruthful or inaccurate;

3. constitutes unauthorized or unsolicited advertising, junk or bulk email;

4. is subject to any obligation or condition (including under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that could require or condition the use or distribution of such User Content or portion thereof on (i) the disclosure, licensing, or distribution of any source code for any portion of such User Content, or (ii) the granting to licensees of the right to make derivative works or other modifications to such User Content or portions thereof; or

5. includes anyone’s identification documents or sensitive financial information.

CONDUCT

You, as a user, agree to use the Platform only for lawful purposes. Without limiting anything else above, specific prohibited activities include, but are not limited to:

1. depicting, encouraging or partaking in criminal or tortious activity, including fraud, trafficking in obscene or illegal material, drug dealing or using, underage drinking, gambling, violence, harassment, stalking, spamming, spimming, sending of viruses or other harmful files,
2. depicting, encouraging or partaking in dangerous activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
3. posting, uploading or sharing content that violates any of the prohibitions herein or that constitutes copyright infringement, patent infringement, or theft of trade secrets;
4. attempting to circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein;
5. using any software that intercepts, mines, or otherwise collects information about other users or copies and stores any Proprietary Materials (as defined below);
6. interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform;
7. attempting to impersonate another user or person;
8. soliciting personal information from anyone under 18;
9. collecting, harvesting, soliciting or posting passwords or personally identifiable information from other users;
10. using the account, username, or password of another account holder at any time or disclosing your password to any third party or permitting any third party to access your Account;
11. using any information obtained from the Platform in order to harass, abuse, or harm another person, whether a user or a contributor;
12. using the Platform a commercial manner.
    You represent and warrant that neither your actions on the Platform nor Your Content will violate any of the prohibited conduct described above. Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your Account and your access to the Platform.

COPYRIGHT

If you believe that any content, including User Content or other materials, posted on the Platform constitute an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below. Pursuant to Title 17, United States Code, Section 512(c)(2), written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information: support@movieranker.com.

To be effective, the notification must be a written communication that includes the following:

1. A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

9. Content Screening and Disclosure

MR does not, and cannot, pre-screen or monitor all User Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any User Content. We do not assume responsibility or liability for User Content that is generated by users. We have the right, but not the obligation, in our sole discretion, to refuse to complete any order, and to edit, refuse to post or remove any User Content. WE ALSO RESERVE THE RIGHT, AT ALL TIMES AND IN OUR SOLE DISCRETION, TO DISCLOSE ANY USER CONTENT FOR THE REASONS SPECIFIED IN OUR PRIVACY POLICY, including without limitation (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of these Terms of Use; (c) to protect MR’s legal rights and remedies; (d) if we, in our reasonable discretion, believe that someone’s health or safety may be threatened; or (e) to report a crime or other offensive behavior

10. Third Party Websites, Apps or Resources

The Service may provide links to other websites, apps or resources by third parties. These third-party websites, apps and resources are provided for your convenience only. The third-party websites, apps and resources are not reviewed, controlled, examined, sponsored, or endorsed by MR and MR is not responsible for the information, advertising, products, resources or other material of any third-party website, app or resource, or any link contained in a third-party website, app or resource. The inclusion of any website, app or resource does not imply endorsement of the owner/sponsor of the website, app or resource or its content by MR. YOUR USE OF ANY SUCH THIRD-PARTY WEBSITES, APPS OR RESOURCES IS AT YOUR OWN RISK. These third-party websites, apps and resources have separate and independent privacy statements, notices and terms of use, which we recommend you read carefully.

Any and all content in the public domain may be utilized under Fair Use copyright laws and policies, including but not limited to, names, artwork, descriptions, and generally public data points available through free services

11. Notice of Infringement – DMCA Policy

Anyone who believes that his or her work has been reproduced in the Service (including as User Content) in a manner which constitutes copyright infringement may submit a notification to MR’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

1. identification of the copyrighted work that is claimed to be infringed;

2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

3. information for our copyright agent to contact you, such as an address, telephone number, and, if available, email address;

4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

6. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of

infringement as specified above, your DMCA notice may not be valid.

Notices of copyright infringement claims should be sent by mail to: Movie Ranker LLC, Attn: Copyright Agent, 3773 Howard Hughes Pkwy, #500S, Las Vegas, NV 89169; or by email to support@movieranker.com. MR will respond expeditiously to claims of copyright infringement using the Service that are reported to MR’s copyright agent in the notification explained above. It is MR’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

12. Termination

The Terms of Use is effective until terminated. You may terminate the Terms of Use by discontinuing your use of the Service and affirmatively cancelling all your Accounts on the Service.

MR reserves the right to terminate the Terms of Use, and/or temporarily or permanently suspend, withdraw or restrict your access to some or all of your Account and/or the Service, at any time, effective immediately, with or without notice, for any or no reason whatsoever, including in the event of any conduct by you which MR, in its sole discretion, considers to be unacceptable or a violation of the Terms of Use or non-compliance with any of its terms. If MR terminates or restricts your use and access of the Service, then you must immediately stop using all portions of the Service, delete the App from your mobile device, and return to MR any downloaded materials in your possession, custody or control whether in electronic or printed format. Termination of these Terms of Use for any reason shall not release either MR or you from any liabilities or obligations set forth in these Terms of Use which by their nature would be intended to be applicable following any termination (including any indemnification or payment rights or obligations for transactions that occurred prior to termination, any representations and warranties, and limitations of liability contemplated herein, and any dispute resolution provisions).

13. Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NONE OF THE MR PARTIES (AS DEFINED BELOW) MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR ACCURACY, COMPLETENESS, LIKELY RESULTS, RELIABILITY, INFORMATION, DATA, DATA PROCESSING, UPTIME OR UNINTERRUPTED OR ERROR-FREE ACCESS AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, OR OTHER VIOLATIONS OF RIGHTS. NONE OF THE MR PARTIES (AS DEFINED BELOW) ASSUME ANY RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES RELATED TO ANY VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT YOUR DEVICE IN CONNECTION WITH YOUR VIEWING OF OR ACCESS TO OR USE OF THE SERVICE. MR DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SERVICE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. YOU ARE RESPONSIBLE FOR ENSURING THE ACCURACY OF ANY USER CONTENT THAT YOU PROVIDE WHILE PLACING OR MODIFYING YOUR ORDER (INCLUDING, BUT NOT LIMITED TO, THE SPELLING OF ANY NAME OR OTHER CUSTOMIZATION REQUEST). WE ARE NOT RESPONSIBLE FOR CHECKING THE ACCURACY OR SPELLING OF YOUR ORDER AND WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR THE ACCURACY OF SUCH CONTENT.

IN NO EVENT SHALL MOVIE RANKER, ITS AFFILIATES, OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE MATERIAL, ADVICE, GUIDANCE, OR SERVICES ON THIS SITE OR SITES LINKED TO THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MOVIE RANKER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MOVIE RANKER LLC DOES NOT WARRANT THAT THE WEB SITE OR ELECTRONIC ASSETS WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL. IF YOUR USE OF THE SITE OR THE SITE MATERIAL RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MOVIE RANKER LLC SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES.

THIS WEB SITE AND ITS MATERIAL ARE PROVIDED ON AN “AS IS” AND “AT YOUR OWN RISK” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. MOVIE RANKER LLC, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. ALTHOUGH MOVIE RANKER LLC STRIVES TO PROVIDE THOROUGH AND ACCURATE MATERIALS ON ITS SITE, WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

14. Limitation of Liability

MR IS NOT RESPONSIBLE FOR DAMAGES ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF ANY INFORMATION PROVIDED BY THE USER, OR ANY MIS-SIGNING OR OTHER MISTAKE BY ANY ATHLETE OR CELEBRITY, OR YOUR INABILITY TO USE THE SERVICE. IN NO EVENT SHALL MR, ITS SUBSIDIARIES, AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PERSON (INCLUDING ATHLETE AND CELEBRITY SIGNERS) INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ANY CONTENT OR SERVICES CONTAINED ON THE SERVICE (THE “MR PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LIQUIDATED, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFIT OR GOODWILL, OR DUE TO BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS OR OTHER INTANGIBLE LOSSES), IN CONNECTION WITH THE TERMS OF USE, THE SERVICE OR USE OF THE SERVICE OR THE DELAY OR INABILITY TO USE THE SERVICE, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EVEN IF ONE OR MORE MR PARTIES KNEW OR WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE MR PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED ON OR THROUGH THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION OR ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MR IS TO STOP USING THE SERVICE AND TO CANCEL ALL ACCOUNTS REGISTERED TO YOU.

IN NO EVENT SHALL ANY OF THE MR PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF (I) THE PRICE OF THE ITEM YOU PURCHASED, IF ANY OR, IF NONE, (II) FIVE HUNDRED DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of MR Parties shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THIS WARRANTY AFFECTS STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.

MOVIE RANKER LLC reserves the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim.

15. Indemnification; Equitable Remedies

You hereby agree to indemnify and hold harmless the MR Parties, from and against any and all claims, causes of action, demands, liabilities, taxes, obligations, damages, loss, fines or penalties imposed by a court of competent jurisdiction or expense (including reasonable attorneys’ fees) and all amounts paid in investigation, defense or settlement of any of the foregoing asserted by any third-party resulting from or arising out of your use of, or any act of fraud or dishonesty by you in connection with, the Service or any breach by you of these terms of use or any applicable laws or any unauthorized use of the Service.

In the event that you breach the Terms of Use, you hereby agree that MR would be irreparably damaged if the Terms of Use were not specifically enforced, and therefore you agree that MR shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms of Use, in addition to such other remedies as MR may otherwise have available to it under applicable laws.

16. ARBITRATION AND CLASS ACTION WAIVER

This Section includes an arbitration agreement (the “Arbitration Agreement”) and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the Arbitration Agreement by following the opt out procedure described below.

1. Informal Process First. You agree that in the event of any dispute between you and MR, you will first contact MR and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

2. Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of MR’s services and/or products, including the Service, or relating in any way to the communications between you and MR or any other user of the Service, will be finally resolved by binding arbitration. This mandatory Arbitration Agreement applies equally to you and MR. However, this Arbitration Agreement does not (a) govern any Claim by MR for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms of Use or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this Arbitration Agreement within thirty (30) days of the first of the date you access or use this Service by following the procedure described below.

   Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and MR are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms of Use.

   If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Movie Ranker LLC, Attn: Legal Department, 3773 Howard Hughes Pkwy, #500S, Las Vegas, NV 89169.

   The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879.

   The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. New York law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

   Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

   The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

   If you do not want to arbitrate disputes with MR and you are an individual, you may opt out of this Arbitration Agreement by sending an email to support@movieranker.com within thirty (30) days of the first of the date you access or use the Service.

3. Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

   If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and MR each waive any right to a jury trial.

17. Governing Law

Except as expressly stated otherwise, the Terms of Use shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18. General Provisions

1. Modification. MR may revise and update the Terms of Use at any time in our sole discretion. MR will publish such revisions and updates from time to time. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. By continuing to use the Service after any such publication, you are agreeing to be bound by the then current version of the Terms of Use. If you do not agree to the changes, then you must immediately stop using the Service.

2. Export Restrictions. You agree that you will not export or re-export, directly or indirectly the Service and/or other information or materials provided by MR hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

3. Assignment. MR may assign the Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms of Use, or assign, sublicense, pledge, or otherwise transfer or share the benefit of any or all of your rights, if any, in the Service, and any attempt to the contrary is void.

4. Severability. If any provision of the Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

5. No Waiver. 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.

6. Entire Agreement. The Terms of Use is the complete and exclusive statement of the agreement between you and MR concerning the Service, and the Terms of Use supersedes any prior or contemporaneous agreement, either oral or written, and any other communications with regard thereto between you and MR; provided, however that the Terms of Use is in addition to, and does not replace or supplant, MR’s Privacy Policy. The Terms of Use may only be modified as set forth herein.

7. Headings. The section headings used herein are for reference only and shall not be read to have any legal effect.

8. California Consumer Rights Notice.Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

19. Contact Us

If you have any questions, concerns or suggestions about these Terms of Use, you may contact us at support@movieranker.com or at the following address:

Movie Ranker LLC
Attn: Registered Agent
3773 Howard Hughes Pkwy, #500S
Las Vegas, NV 89169