BonusRound.ca Terms of Use Agreement

Please read this Terms of Use Agreement (“Agreement”) carefully. This Agreement constitutes an agreement between Craig Gibson Productions, LLC (“CG Productions”) and you governing the visiting, accessing and using of all websites and services operated by CG Productions, as well as any others that link to this Agreement, (collectively, our "Services"), specifically including BonusRound.ca - a video subscription service for viewing Canadian game shows and other programming (www.bonusround.ca), which is operated by CG Productions.

By clicking the "I accept" button, completing the registration or sign-up process, making a purchase, and/or browsing any of our websites (any such date such action occurs, the “Effective Date”), you represent that: (1) you have read, understand, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with CG Productions, and (3) you have the authority to enter into this Agreement. For clarity, the term "you" refers to the individual or legal entity, as applicable, identified as the user when you complete an account registration or make a purchase, and in the case of a legal entity, you represent that you are authorized to bind that entity to this Agreement.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE OUR SERVICES.

IF YOU SUBSCRIBE TO ANY SUBSCRIPTION SERVICE FOR A TERM (THE "INITIAL SUBSCRIPTION PERIOD"), THE INITIAL SUBSCRIPTION PERIOD WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION PERIOD (EACH, A "RENEWAL SUBSCRIPTION PERIOD") AT THE THEN-CURRENT FEE FOR SUCH SUBSCRIPTION SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 14.2(b) BELOW.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OUR SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

THIS AGREEMENT IS SUBJECT TO CHANGE BY CG PRODUCTIONS in its sole discretion at any time. PLEASE REGULARLY CHECK THE WEBSITES TO VIEW THE THEN-APPLICABLE AGREEMENT. When changes are made, we will make a new copy of this Agreement available on the websites and within the apps and update the 'Last Updated' date at the top of this Agreement. Any new supplemental terms will be made available from within, or through, the affected Services on the applicable websites or within the applicable apps.

Any changes to the Agreement will be effective immediately for new Users of our Services and will be effective thirty (30) days after posting notice of such changes as provided above. CG Productions may, but is not obligated, to require you to provide consent to the updated Agreement in a specified manner before further use of our Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using our Services. Otherwise, your continued use of any of our Services constitutes your acceptance of such change(s).

Your use of, and participation in, certain Services may be subject to additional supplemental terms and such supplemental terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to purchase or use those Services. If this Agreement is inconsistent with the supplemental terms, the supplemental terms shall control with respect to such Service. Any supplemental terms will become part of this Agreement.

1. CG Productions Ownership. Except with respect to User Content (defined in Section 7.1), you agree that CG Productions and its affiliates, licensors and suppliers own all rights, title and interest in our Services (including, but not limited to, any titles, computer code, themes, objects, films, artwork, animations, musical compositions, audiovisual effects, moral rights, documentation, features and functionality of the websites and apps, and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any or all of our Services.

1.1 Copyright. The content, including text, images, audio-visual works, computer code, music compositions, and sound recordings, on our Services is protected by copyright and other intellectual property laws throughout the world. We use copyrighted materials from various individuals and entities.

1.2 Trademarks. The trademarks for BonusRound.ca and other related logos and trademarks are owned by CG Productions and used under license and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in our Services are the property of their respective owners.

2. Licenses to Websites. Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferrable, non-commercial license:

2.1 To browse, access, and view any of our Services that are available to Visitors (defined in Section 5 (Registration)) of our websites and to purchase and participate in our Services; and

2.2 To reproduce portions of our Services for the sole purpose of using the Services for your personal or internal business purposes.

3. Updates. You understand that our Services are evolving. As a result, CG Productions may require you to accept updates to our Services that you have installed on your mobile device, tablet, computer or other device. You acknowledge and agree that we may update our Services with or without notifying you and that an update may be required by you to continue your use of the Services. You may need to update third-party software from time to time to use our Services. We may also remove or modify certain features, content and functionality at our sole discretion. Any future release, update or other addition to our Services shall be subject to this Agreement.

4. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions:

You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit our Services or any portion of our Services;

You shall not frame or use framing techniques to enclose any of our Services, including any trademark or logo, (including images, text, page layout or form);

You shall not use any metatags or other "hidden text" using CG Productions or BonusRound.ca;

You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of our Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;

You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in our websites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

Except as expressly stated herein, you shall not copy, modify, reproduce, distribute, republish, download, display, post, repost, or transmit, in any forms or by any means, any part of our Services; and

You shall not remove or destroy any copyright notices or other proprietary markings contained on or in our Services.

CG Productions and its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of our Services terminates the licenses granted by CG Productions pursuant to this Agreement.

5. Registration. To access certain features of our Services, you may be required to become a Registered User or a Subscriber. For purposes of this Agreement, a "Registered User" of one of our Services is a user who has a registered account for that Service, and a "Subscriber" is a Registered User who has purchased one of our Subscription Services. A "Visitor" is a user who visits one of our Services without creating an Account. "Users" include Registered Users (including Subscribers) and Visitors. Please visit the applicable website for more information regarding the type of access that is provided to Visitors, Registered Users, and/or Subscribers to that website.

5.1 How to Register. You may subscribe to any of the Subscription Services through the website.

5.2 Registration Data. In registering an Account on a Website:

You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using our Services under the laws of the United States, Canada, your place of residence or any other applicable jurisdiction.

You are responsible for all activities that occur under your Account(s).

You agree that you shall monitor your Account(s) to restrict use by minors, and you will accept full responsibility for any unauthorized use of our Services by minors.

You agree not to share your Account(s) or password with anyone, and you agree to (1) notify us immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.

You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per Website at any given time.

You agree not to create any Accounts or use our Services if you have been previously removed by us, or if you have been previously banned from any of our Services.

If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account(s) and refuse any and all current or future use of our Services (or any portion thereof). CG Productions reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights.

Equipment Requirements & Limits.

6.1 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to our Services, including a computer or any other equipment that meets the technical requirements for our delivery system (which may require the use of plug-ins). You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing our Services.

6.2 Viewing Limits. You may only view BonusRound.ca on a maximum of one (1) different device simultaneously.

6.3 Limited Rights in Services. You acknowledge and agree that the delivery of Services to you does not transfer commercial or promotional rights in those Services, in whole or in part, to you. You may not resell, rent, lease, or provide for payment the Services to any person and you shall not modify, publish, participate in the transfer or sale of, reproduction, or creation of derivative works from the Services.

7. Responsibility for Content.

7.1 Types of Content. You acknowledge that all messages, files, materials, data, text, audio, video, images, feedback or other content, including our Services (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, email, message, transmit or otherwise make available ("Make Available") through our Services ("Your Content"), and that you and other Users of our Services, and not CG Productions, are similarly responsible for all Content you and they Make Available through our Services ("User Content").

7.2 No Obligation to Pre-Screen Content. You acknowledge that we have no obligation to pre-screen Content (including, User Content), although we reserve the right in our sole discretion to pre-screen, refuse or remove any Content. By entering into this Agreement, you hereby provide your irrevocable consent to such screening and/or monitoring by us. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including text or voice communications. In the event that we pre-screen, refuse or remove any Content, you acknowledge that we will do so for our own benefit, not yours. Without limiting the foregoing, we shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

8. User Ownership.

8.1 Your Content. CG Productions does not claim ownership of Your Content. However, when you post or publish Your Content on or in our Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

8.2 License to Your Content. Subject to any applicable Account settings that you select, you hereby grant CG Productions a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing our Services to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of our Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, and not us, are responsible for all of Your Content that you Make Available on or in our Services.

8.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in our Services.

8.4 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any public areas on our Services (e.g. on a review), you hereby expressly permit CG Productions to identify you by your username as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content, or by identifying you as provided in our Privacy Policy.

8.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals, including a submission by voting on another submission or comment to another submission), to CG Productions through any of our customer feedback pages or similar pages ("Feedback") is at your own risk and that CG Productions has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to CG Productions a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of our Services. Your Feedback may be posted along with your username on our Services. CG Productions reserves the right to remove any Feedback at any time and for any reason.

9. User Conduct. As a condition of your use of our Services, you agree not to use our Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) take any action or Make Available any Content on or through our Services that:

Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;

Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, profane, or vulgar;

Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;

Constitutes unauthorized or unsolicited advertising, junk or bulk email (e.g. spam messaging);

Involves commercial activities and/or sales;

Impersonates any person or entity, including any employee or representative of CG Productions;

Interferes with or attempts to interfere with the proper functioning of our Services or uses our Services in any way not expressly permitted by this Agreement;

Engages in or attempts to engage in, any potentially harmful acts that are directed against our Services, including, but not limited to, violating or attempting to violate any security features of our Services, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in our Services, introducing viruses, worms, or similar harmful code into our Services, or interfering or attempting to interfere with use of our Services by any other User, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" our Services;

Uses our Services or any part thereof for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation;

Engages in any chain letters, junk email, spamming, surveys, or other duplicative, unsolicited messages (commercial or otherwise); or

Markets any goods or services for any business purposes.

You further agree that you shall not Make Available any Content that contains nudity, violence, sexually explicit or offensive subject matter.

You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Content of third parties obtained through the Service for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

10. Investigations. We may, but are not obligated to, monitor or review our Services and the Content at any time. Without limiting the foregoing, we shall have the right, in our sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Although we do not generally monitor user activity occurring in connection with our Services or Content, if we become aware of any possible violations by you of any provision of this Agreement, we reserve the right to investigate such violations, and we may, in our sole discretion, immediately terminate your license to use our Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

11. Interactions with Other Users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY OTHER USERS AND THIRD PARTIES WITH WHOM YOU INTERACT; provided, however, that we reserve the right, but we have no obligation, to intercede in any disputes that arise out of those interactions. You agree that CG Productions is not and will not be responsible for any liability incurred as the result of such interactions. We do not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

12. Third-Party Materials & Services. Our Services may contain links to third-party websites, third-party applications, advertisements for third parties, and materials hosted by a third party (collectively, "Third-Party Properties"). You acknowledge and agree that it is impossible for us to monitor Third-Party Properties, such Third-Party Properties are not under our control, and that you access them at your own risk and we are not responsible for any Third-Party Properties. When you click on a link to any Third-Party Properties, we will not warn you that you have left our Services and are subject to the terms and conditions (including privacy policies) of another website or destination. We provide those Third-Party Properties only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations about Third-Party Properties, or their products or services. When you leave our Services, this Agreement no longer governs. You should review applicable terms, privacy policies, and other policies of Third-Party Properties you visit and/or with which you enter into any transaction.

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14. Fees and Payment Terms.

14.1 Payment Methods. If you are a Registered User, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You may be required to provide us with a valid credit card (e.g. Visa, MasterCard, Discover, American Express, and JBC) or, if accepted, PayPal account information ("Payment Provider" and "Payment Provider Account") as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated Payment Provider Account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing us with your Payment Provider Account, you agree that we are authorized to immediately charge your Payment Provider Account for all fees and charges due and payable to us in connection with your Account and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or Payment Provider Account used for payment hereunder. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on our Services or by email delivery to you. Payment value will be in US dollars or Canadian dollars unless otherwise specified on the applicable Website.

14.2 Subscription Services.

(a) Fees. You are responsible for payment of the applicable fee for any Subscription Service that you purchase (each a "Service Subscription Fee") at the time you order the Subscription Services and select your Initial Subscription Period, and for any Renewal Subscription Period. Your subscription will begin as soon as your Payment Provider Account is received (the "Subscription Service Commencement Date"), unless we notify you otherwise.

(b) Automatic Renewal. When your Initial Subscription Period for a Subscription Service expires, and again after any subsequent Renewal Subscription Period, a new Renewal Subscription Period will automatically commence on the first day following the end of such period (each, a "Renewal Commencement Date") and continue for an additional equivalent period, at our then current price for such Subscription Service. You agree that your Subscription Service will be subject to this automatic renewal feature unless (i) you cancel your subscription at least one month prior to the Renewal Commencement Date and (ii) following the instructions set forth in the "Change/Cancel Subscription" page in your Account Settings for the Subscription Service. For example, a Subscriber to BonusRound.ca may cancel his or her subscription by contacting our customer service team. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN THIS SECTION 14.2.

(c) Payment Terms. Upon renewal of your subscription, if CG Productions does not receive payment from your Payment Provider Account, (i) you agree to pay all amounts due upon demand, and/or (ii) you agree that we may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider Account until payment is received (upon receipt of payment, your Subscription Services will be activated and for purposes of automatic renewal, your new Subscription Renewal Period will begin as of the day payment was received).

(d) Billing Cycle. Fees for each Subscription Service occur at the Subscription Service Commencement Date and, thereafter they occur automatically for each Initial and Renewal Subscription Period, unless you or we cancel your membership pursuant to this Section 14.2, or you or we terminate this Agreement pursuant to Section 20 (Term and Termination of Agreement).

(e) Subscription Refunds. We do not provide refunds for any unused portions of the Subscription Services, or unused/unwatched Services. Refunds, if issued, will be sent to your Payment Provider Account.

(f) Cancellation by You. You may cancel your Subscription Service at any time during the Initial or any Renewal Subscription Period. In the event of cancellation, CG Productions does not provide refunds or credits for the remainder of the current subscription period; however, you may continue to use the Subscription Service until the end of the then current subscription period, and your subscription will not be automatically renewed after your then current Subscription Period expires.

(g) Cancellation by CG Productions. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if CG Productions is required to do so by law (e.g., where the provision of the Websites, the Software or the Services is, or becomes, unlawful), CG Productions has the right to, immediately and without notice, block access to, suspend or cancel any Services provided to you for any Subscription Services. You agree that all cancellations for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any suspension or cancellation of your Account.

14.3 Free Trial Subscriptions and Promotions. From time to time, we may offer a free trial subscription or membership of a specified duration. Free trials may not be combined with any other offers. You must have Internet access and a current valid accepted payment method as indicated during sign-up to begin and use our free trial. If you or another member of your household has been a User of the Service offering the free trial within the last 12 months, or if your payment method, physical address or email address have been associated with a Subscription for that service, you are not eligible to receive a free trial, unless otherwise indicated by us. Any promotion that provides access to any Subscription Services must be used within the specified time of the promotion. At the end of the promotion period, your use of that Subscription Service will expire and any further use of the Subscription Service is prohibited unless you register and pay the applicable Subscription Fee. If you are inadvertently charged for a Subscription Service, please contact the customer service team to have the charges reversed.

14.4 Payment Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the customer service team.

14.5 Third Party Provider. We use third party service providers for payment services (e.g., card acceptance, merchant settlement, and related services). By making purchases on our Services, you agree to be bound by the third-party service provider's privacy policy and hereby consent and authorize us and those third-party service providers to share any information and payment instructions you provide the third-party service providers to the minimum extent required to complete your transaction(s). We do not ourselves collect, store, use or share your payment information.

14.6 Taxes. Our fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 14.6, "Sales Tax" shall mean any sales or use tax, and any other tax measured by sales proceeds, that CG Productions is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

15. Indemnification. You agree to indemnify and hold CG Productions, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "CG Production Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, our Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including other Users; and (e) your violation of any applicable laws, rules or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the CG Production Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this Section 15 will survive any termination of your Account, any Subscription Services, this Agreement or your access to our Services.

16. Disclaimer of Warranties and Conditions. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK, AND OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. WE RESERVE THE RIGHT TO AMEND ERRORS AND UPDATE PRODUCT AND SERVICE INFORMATION AT ANY TIME WITHOUT PRIOR NOTICE. THE CG PRODUCTION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF OUR SERVICES.

16.1 THE CG PRODUCTION PARTIES PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR (2) YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

16.2 ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH OUR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS OUR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

16.3 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CG PRODUCTIONS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

17. Limitation of Liability.

17.1 Disclaimer of Certain Damages. YOU AGREE THAT IN NO EVENT SHALL ANY CG PRODUCTION PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, PROCUREMENT OF SUBSTITUTE SERVICES, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, OR FROM ANY COMMUNICATIONS WITH OTHER USERS OF OUR SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES PURCHASED OR OBTAINED THROUGH OUR SERVICES; (3) CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (4) ANY OTHER MATTER RELATED TO OUR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CG PRODUCTION PARTY FOR ANY INJURY CAUSED BY A CG PRODUCTION PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

17.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL ANY CG PRODUCTION PARTY BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO CG PRODUCTIONS BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CG PRODUCTIONS PARTY FOR ANY INJURY CAUSED BY A CG PRODUCTION PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

17.3 User Content. EXCEPT FOR CG PRODUCTION'S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE BONSUROUND.CA PRIVACY POLICY, CG PRODUCTIONS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

17.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CG PRODUCTIONS AND YOU.

18. Copyright Infringement Claims. We have adopted a policy to terminate, in appropriate circumstances, and at our sole discretion, User privileges to any or all of our Services for any User (including a Registered User) who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on our Services in a way that constitutes copyright infringement, please provide to us the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed;

A description of the location on our Services of the material that you claim is infringing;

Your address, telephone number and email address;

A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please send this information to cgibson@craiggibsonproductions.com

19. Violations. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. CG Productions is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in our Services, including Your Content, in our possession in connection with your use of our Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of CG Productions, our Affiliates, our Users or the public, and all enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate.

20. Term and Termination of Agreement.

20.1 Term. Your agreement to this Agreement begins on the Effective Date and will remain in full force and effect until terminated in accordance with this Agreement.

20.2 Termination. We reserve the right to block access to, suspend, or terminate your access to our Website(s), with our without notice, and with or without refund, if we, in our sole discretion, determine that you are in breach of this Agreement.

20.3 Effect of Termination. In the event that we terminate your access to our Services, we will remove your access to the terminated website(s); bar your right to further use of the terminated website(s); and/or delete or change your password(s) associated with or inside your Account for the terminated website(s). You understand that we may delete Your Content associated with any terminated website(s) from our databases without any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Termination of your access to all websites shall terminate this Agreement. All provisions of this Agreement which by their nature should survive termination of any or all websites shall survive termination of your access to such websites, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If your registration(s) with or ability to access our Services is discontinued by us due to your violation of any portion of this Agreement or for conduct otherwise inappropriate, then you agree that you shall not attempt to re-register with or access our Services through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those our Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

21. International Users. Our Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that we intend to announce such Services or Content in your country. The selection and availability of our Services may vary from country to country, device to device (because of technical limitations), and User to User. Our Services are controlled and offered by us from its facilities in the United States. CG Productions makes no representations that our Services are appropriate or available for use in other locations. Those who access or use our Services from other countries do so at their own volition and are responsible for compliance with local law.

22. Dispute Resolution and ARBITRATION. Please read the following arbitration agreement in this Section 22 ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with CG Productions and limits the manner in which you can seek relief from us.

22.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the websites, to this Agreement, to any Services sold or distributed through our Services, or to any aspect of your relationship with CG Productions, will be resolved by binding arbitration, rather than in court. CG Productions may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST CG PRODUCTIONS ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY ONLY BRING YOUR CLAIMS AGAINST CG PRODUCTIONS IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

22.2 Arbitration Rules and Forum. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Craig Gibson Productions LLC, 451-114 John Street, New York New York 10038. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

22.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and CG Productions. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

22.4 Waiver of Jury Trial. YOU AND CG PRODUCTIONS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and CG Productions are instead electing that all claims and disputes shall be resolved by arbitration under this Agreement, except as specified in Section 22.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

22.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 23.5.

22.6 Severability. If any part or parts of this Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Agreement shall continue in full force and effect.

22.7 Survival of Agreement. The arbitration provisions of this Agreement will survive the termination of your relationship with CG Productions.

22.8 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if CG Productions makes any future material change related to the arbitration provisions of this Agreement, it will not apply to any individual claim(s) that you had already provided notice to CG Productions.

23. General Provisions.

23.1 Electronic Communications. The communications between you and us use electronic means, whether you visit our Services or send us emails, or whether we post notices on our Services or communicate with you via email. You (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CG Productions provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

23.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

23.3 Force Majeure. CG Productions shall not be liable for any delay or failure to perform, including failure to deliver purchased Services, resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

23.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to our Services, please contact the customer service team. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

23.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and CG Productions agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York County in the Southern District of New York in the State of New York).

23.6 Governing Law. This Agreement and any action related to them will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

23.7 Notice. Where we require that you provide an email address, you are responsible for providing us with your most current email address. If the last email address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, CG Production’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to CG Productions at the following address: cgibson@craiggibsonproductions.com. Such notice shall be deemed given when received and read by CG Productions.

23.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

23.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

23.10 Export Control. You may not use, export, import, or transfer our Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained our Services, and any other applicable laws. In particular, but without limitation, our Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using our Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a country that supports terrorists and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Services for any purpose prohibited by U.S. law. You acknowledge and agree that our Services and/or technology are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer CG Productions’ Services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

23.11 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. As used herein, "including" means "including without limitation".