Effective as of August 6, 2025
Thank you for your interest in and use of our products, services, software, Activities, Apps, Content, User Content, and Video Player contained or accessible therein and as described further below (the “InSpatial Media Services”). InSpatial Media, Inc. (“InSpatial Media”, “we”, “us”, or “our”) provides these InSpatial Media Services to you (“you” or “your”), subject to the terms contained in this InSpatial Media Terms of Use (this “Terms of Use”). Please read these Terms of Use and our Privacy Policy, available at URL (“Privacy Policy”), carefully because they govern your access and use of the InSpatial Media Services. A list of our affiliated companies (“Affiliates”) is available at URL.
The InSpatial Media Services offer you the ability to select television shows, movies, clips, and other audio-video content (collectively, the “Content”) for viewing through our player (the “Video Player”), in addition to any other features, tools, applications, materials, community pages, Messaging services, Social Features, Posting User Content, contests, promotions, sweepstakes, games and other services (individually and collectively, the “Activities”). The InSpatial Media Services are accessible via our website located at www.InSpatialMedia.com, www.InSpatial Media.tv, and www.InSpatial Mediatv.com (the “InSpatial Media Site”) and our applications available on certain mobile, television, and other consumer electronic device (the “Apps”, and each, an “App”).
By visiting, accessing, or using any of the InSpatial Media Services, you agree to be bound by these Terms of Use. It is important that you carefully read through these Terms of Use and also whenever we update them or whenever you access or use the InSpatial Media Services..
IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION: BY ACCESSING AND/OR USING ANY INSPATIAL MEDIA SERVICES YOU AND WE AGREE TO BE BOUND BY THESE TERMS OF USE (WITH LIMITED EXCEPTIONS) AND TO RESOLVE ANY DISPUTE BETWEEN US THROUGH A DISPUTE RESOLUTION PROCEDURE DESCRIBED IN SECTION 11 BELOW. YOU AND INSPATIAL MEDIA WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE REVIEW CAREFULLY SECTION 11 TITLED “INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING THIS DISPUTE RESOLUTION PROCEDURE (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
1. CHANGES TO THE TERMS OF USE BY INSPATIAL MEDIA
InSpatial Media may modify these Terms of Use at any time by posting the modified Terms of Use on the InSpatial Media Services (available at URL). Any modification to these Terms of Use will be effective upon posting on the InSpatial Media Services. Your continued access and/or use of the InSpatial Media Services after any such modification is posted constitutes your acknowledgement and acceptance of the Terms of Use, as modified. If you do not agree to be bound by the modified Terms of Use you may not access or otherwise use the InSpatial Media Services. Because the InSpatial Media Services are evolving over time, we may change or discontinue all or any part of the InSpatial Media Services, at any time and without advance notice, at our sole discretion and without liability to you. InSpatial Media may also impose limits on certain features and/or Activities offered via the InSpatial Media Services or restrict your access to parts or all of the InSpatial Media Services without notice or liability.
2. ACCESS AND USE OF THE INSPATIAL MEDIA SERVICES AND CONTENT
Age Limitations and Restrictions. The InSpatial Media Services are not directed to nor intended to be accessed or used by children under the age of 13. If you are under the age of 13, you are not permitted to access, use, or create an Account to use the InSpatial Media Services or to otherwise provide your personal information to InSpatial Media. If you are at least 13 and under 18 years of age, you may use or create an Account with InSpatial Media only if you have the consent of your parent or guardian, in which case your parent or guardian will be required to consent to these Terms of Use on your behalf. Access to Content, User Content, or Activities may be restricted due to age appropriateness, technical, or other legal considerations determined in InSpatial Media’s sole discretion. Accessing the InSpatial Media Services, including any Content or User Content contained therein, from or within territories where InSpatial Media does not offer the InSpatial Media Services is prohibited.
Registration and Your Information.
If you want to use certain features of or participate in certain Activities, including Social Features on the InSpatial Media Services you will need to create an account (“Account”). You can do this with your email address, or using your account with certain third-party social networking services such as Google and Apple (each, an “SNS Account”). If you choose the SNS Account option, please note that we will create your Account by extracting from your SNS Account certain personal information such as your name and email address, and other personal information that your privacy settings on the SNS Account permit us to access.
It is important that you provide us with accurate, complete, and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete, and up-to-date. If you do not, we may suspend or terminate your Account. You agree that you will keep your password and Account information secure, that you will not disclose your Account password to anyone else, and you will notify us immediately of any unauthorized use of your Account. You are responsible for all inaccuracies in your Account information and all activities that occur under your Account, regardless of whether or not you know about them.
InSpatial Media Limited License. Subject to your compliance with these Terms of Use, InSpatial Media grants you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to view and use the InSpatial Media Services, as we have intended, in connection with your permitted use thereof, including (i) accessing and viewing (1) User Content, and (2) Content on a streaming-only basis through the Video Player, and (ii) accessing, using, and/or participating in any Activities, all solely for personal, non-commercial purposes as set forth in these Terms of Use.
The Content. The Content is available for permissible viewing on or through the InSpatial Media Services.
You may only access and view the Content personally and for non-commercial purposes in compliance with these Terms of Use. You may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content, InSpatial Media Services or any digital rights management mechanism, device, or other content protection or access control measure associated with the InSpatial Media Services or the Content, including geo-filtering mechanisms. You may not use technologies to access or use the InSpatial Media Services or Content from or within territories where InSpatial Media does not have rights nor offers the InSpatial Media Services. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, make available, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the InSpatial Media Services or Content unless expressly permitted by InSpatial Media in writing. You may not incorporate the Content into, or stream or retransmit the Content via any hardware or software application or make it available via frames or inline links unless expressly permitted by InSpatial Media in writing. Furthermore, you may not create, recreate, distribute, or advertise an index of any portion of the Content unless authorized by InSpatial Media in writing. You may not seek to develop, build, or otherwise promote a business, product, or service utilizing the InSpatial Media Services or the Content, whether or not for profit. The InSpatial Media Services and Content covered by these restrictions includes without limitation any text, graphics, layout, interface, technology, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the InSpatial Media Services or the Content, including without limitation montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless it is expressly permitted by InSpatial Media in writing. The foregoing prohibitions apply even if you intend to give away the derivative materials free of charge.
The Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Video Player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Video Player in any manner that enables users to view the Content without: (i) displaying visibly both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective, or click-through advertising functionality.
The Apps.
Subject to your compliance with these Terms of Use, InSpatial Media grants you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Apps on a consumer electronics device (e.g., a mobile phone, tablet, television, or computer) that you own or control, and to run such single copy solely for your own personal, non-commercial purposes on such consumer electronics device.
You may not copy an App, except to make a copy for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (1) copy, modify or create derivative works based on the Apps; (2) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (3) reverse engineer, decompile or disassemble the Apps; or (4) make the functionality of the Apps available to multiple users through any means. InSpatial Media reserves all rights in and to the Apps not expressly granted to you under these Terms of Use.
Accessing Apps from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
These Terms of Use are concluded between you and InSpatial Media, and not with the App Provider, and InSpatial Media (not the App Provider), is solely responsible for the App.
The App Provider has no obligation 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 the App Provider, and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of InSpatial Media.
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App, or your possession and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
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, InSpatial Media 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.
The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms of Use as related to your license to the App, and that, upon your acceptance of the Terms of Use, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third-party beneficiary thereof.
You represent and warrant that (1) 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 terrorist-supporting country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third-party terms of service when using the App.
Ownership. As between you and InSpatial Media, InSpatial Media and/or InSpatial Media’s licensors exclusively own, control and retain all right, title, and interest in and to the InSpatial Media Services and the Content, including all associated intellectual property rights. You acknowledge that the InSpatial Media Services, including without limitation the Content, are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the InSpatial Media Services, including without limitation the Content.
Your Responsibilities and InSpatial Media’s Enforcement Rights. You can access and use the InSpatial Media Services and Content for lawful personal, non-commercial, and appropriate purposes only. You agree not to engage in any conduct that:
violates the rights of others, including patent, trademark, trade secret, copyright, moral rights or other intellectual property rights, or rights of privacy, publicity, or other proprietary rights, harasses or harms another individual, impersonates any person or entity, or otherwise misrepresents yourself or your affiliation with any person or entity; or is fraudulent, false, misleading or deceptive;
uses technology or other means to access, index, frame, search or link to the InSpatial Media Services (including the Content and/or User Content) that is not expressly authorized by InSpatial Media; remove, avoid, deactivate, descramble disable, bypass, or circumvent any technological measure implemented by InSpatial Media, any of InSpatial Media’s service providers, or any other third party (including another user) to protect InSpatial Media Services, including without limitation content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the InSpatial Media Services;
accesses, tampers with, or uses non-public areas of the InSpatial Media Services, InSpatial Media’s computer systems, or the technical delivery systems of InSpatial Media’s service providers;
involves accessing the InSpatial Media Services (including the Content and/or User Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the InSpatial Media Services, excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
uses any meta tags or other hidden text or metadata utilizing a InSpatial Media trademark, logo, URL, or product name without InSpatial Media’s express written consent;
access the InSpatial Media Services, including without limitation Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Use;
deciphers, decompiles, disassembles or reverse engineers any of the software used to provide the InSpatial Media Services;
interferes with the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the InSpatial Media Services;
introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
damages, disables, overburdens, impairs, or gains unauthorized access to the InSpatial Media Services, including InSpatial Media’s servers, computer network, or user accounts;
removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the InSpatial Media Services (including the Content and/or User Content);
uses the InSpatial Media Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisements, promoting any products or services, solicitation, or spamming;
probes, scans or tests the vulnerability of any InSpatial Media Services, including any InSpatial Media system or network, or breach any security or authentication measures;
collects or stores personally identifiable information from InSpatial Media Services without InSpatial Media’s express written authorization;
violates, or encourages conduct that would violate, any applicable law or regulation, constitute a criminal offense or give rise to civil liability;
violates these Terms of Use or any guidelines or policies posted by or on behalf of InSpatial Media, including the Intellectual Property Policy;
interferes with any other party’s use and enjoyment of the InSpatial Media Services; or
encourages or enables any other individual to do any of the foregoing or attempts to do any of the foregoing.
You will not use the InSpatial Media Services, the InSpatial Media Content, or User Content, including but not limited to any text, photographs, images, audio/video clips, “look and feel,” metadata, or compilations of the InSpatial Media Service, Content or User Content, for the development of any media, material, entertainment programming, or software program, including, but not limited to, training or otherwise developing a machine learning or artificial intelligence system or algorithm.
We have the right to investigate violations of these Terms of Use or conduct or activity that may affect the InSpatial Media Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
If InSpatial Media determines in its sole discretion that you are violating any of these Terms of Use, we may (i) notify you, (ii) use technical measures to block or restrict your access or use of the InSpatial Media Services, (iii) limit, suspend, or terminate the availability of any Activities, Content, or User Content, (iv) suspend or terminate your Account or access to the InSpatial Media Services, and/or (v) use any other available legal or equitable remedy. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the InSpatial Media Services, any Activities, Content, or User Content (as applicable), and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.
Downloads and Additional Terms. Additional software, materials and/or supplemental terms may apply to your use of certain InSpatial Media Services (“Additional Terms”), which may include terms and conditions relating to Activities. For example, Activities related to voting or contest rules, or accessing certain Content or User Content via the InSpatial Media Services. Such Additional Terms may also have certain age or geographic restrictions. You are responsible for complying with any such Additional Terms. We will provide any such Additional Terms, including for or related to features of the InSpatial Media Services that are provided by third parties, to you or post them on the InSpatial Media Services to which they apply, and they are incorporated by reference into these Terms. If there is a conflict between these Terms and any such Additional Terms, the Additional Terms will control solely for such particular use.
Suspension/Discontinuation of InSpatial Media Services. We hope not to, but we may change, suspend, or discontinue - temporarily or permanently - some or all of the InSpatial Media Services (including any Activities, Content, User Content, and the Apps through which the InSpatial Media Services are accessed), with respect to any or all users, at any time without notice or liability to you. You acknowledge that InSpatial Media may do so in InSpatial Media’s sole discretion. You also agree that InSpatial Media will not be liable to you for any modification, suspension, or discontinuance of any part of the InSpatial Media Services.
Internet Access Charges. You are responsible for any fees and costs you incur to access the Internet and use the InSpatial Media Services.
Customer Service; Availability. InSpatial Media provides a wealth of help-related articles in case you are experiencing issues or have questions about the InSpatial Media Services at the InSpatial Media Help Center at www.InSpatial Mediatv.com/help-center. If you need additional assistance, please contact our customer service team through the form available at the InSpatial Media Help Center. You acknowledge that from time to time the InSpatial Media Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance which InSpatial Media may undertake from time to time; or (iii) causes beyond the control of InSpatial Media or which are not reasonably foreseeable by InSpatial Media, such as internet outages.
3. PRIVACY POLICY
Use of the InSpatial Media Services is governed by the InSpatial Media Privacy Policy available at www.InSpatial Mediatv.com/static/privacy, which is incorporated into and is a part of these Terms of Use by this reference. You acknowledge and agree that your access and/or use of InSpatial Media Services is subject to our Privacy Policy.
4. COMPLIANCE WITH POLICIES
While using the InSpatial Media Services, including accessing, using, and/or participating in any Activities, you agree that you will comply with all posted policies, including Intellectual Property Policy set forth in Section 10 below, as we may update from time to time. InSpatial Media prohibits disclosing any inappropriate content or information, personal or sensitive information on or through or in connection with the InSpatial Media Services. InSpatial Media may at any time, in its sole discretion, remove User Content, disable, limit, or terminate your ability to Post User Content or participate in any Activities, and terminate your Account if you fail to comply with our posted policies.
If you become aware of any misuse of the InSpatial Media Services, including in violation of these Terms of Use, please report it immediately to InSpatial Media by clicking www.InSpatial Mediatv.com/static/support, selecting “Report an Issue/Get Help” and then “Terms of Use & Privacy Policy,” and providing the details of the issue you’re reporting in the body of the request you submit to us.
5. USER CONTENT
The InSpatial Media Services may include opportunities for you to upload, post, transmit, make available or otherwise distribute (“Post” or “Posting”) text, images, audio, video or other content, including Messages (as defined below) and any content that incorporates sound recordings from your personal music library, background noise, and ambient noise (“User Content”) via the InSpatial Media Services. Except as may be explicitly requested in connection with particular Activities, InSpatial Media is not requesting, and is unwilling to review any User Content, ideas, or materials relating to or containing characters, storylines, treatments, scripts, artwork, visual or audio-visual content, or other artistic or creative works (whether relating to pre-existing InSpatial Media properties or not). Except as expressly set forth in these Terms of Use or in a separate written agreement between you and InSpatial Media, InSpatial Media does not claim any ownership rights in the User Content that you Post via the InSpatial Media Services and you will continue to own all rights in and to your User Content, excluding any Feedback or except to the extent your User Content contains or is otherwise derived from materials, content, or elements owned by InSpatial Media or any of our Affiliates (e.g., characters, trademarks, or other elements or intellectual property created or owned by us). You further understand that you are responsible for all User Content that you Post via the InSpatial Media Services. Please select the User Content you Post carefully as User Content will be considered non-confidential and non-proprietary. Do not Post any User Content you consider to be confidential or proprietary.
License to User Content. You hereby grant us an unconditional, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sub-licensable through multiple tiers (including through-to-the audience and to other users of the InSpatial Media Services), transferable, non-exclusive license to use, reproduce, adapt, prepare derivative works based on, publicly display, publicly perform, distribute, incorporate in other works, and/or otherwise exploit, in whole or in part, User Content in any manner, in any format, and on any platform, and in any media now known, or hereafter invented or developed, without further notice to you, and without the requirement of compensation or additional permission from you or any other person or entity. You further hereby grant us a royalty-free license to use your name or user name, image, voice, and likeness to identify you as the source of any of your User Content. Your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions imposed by applicable law wherein you reside or are accessing the InSpatial Media Services.
You represent and warrant that (i) you own all User Content Posted by you via the InSpatial Media Services, or are otherwise authorized to grant the license above, (ii) you have all the necessary rights, permissions, and clearances from any third party who appears in or has otherwise provided or contributed to any aspect of the User Content, and (iii) your Posting of User Content via the InSpatial Media Services does not and will not violate nor misappropriate any right of any party, including any privacy rights, publicity rights, and intellectual property rights. You further represent and warrant that your license grant under these Terms of Use will continue to be valid and have full effect, even following any termination of your Account or your use of the InSpatial Media Services. In addition, you agree to pay for all royalties, fees, and other payments owed to any party, including any guilds or unions, or performing rights organizations, by reason of your Posting User Content via InSpatial Media Services.
Use and Distribution of User Content. You agree that InSpatial Media may give you attribution for your User Content, but we are not required to do so. To the extent permitted by applicable law, you hereby waive and agree not to assert any “moral rights” or other proprietary rights in any User Content against us, our Affiliates, our licensees, our representatives, or other users. The rights you grant to us in this Section 5 include, but are not limited to the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis.
Public Nature of InSpatial Media Services. You acknowledge that any User Content you elect to Post is done so voluntarily and you have no expectation of privacy or confidentiality with respect to any User Content you Post, and that no fiduciary relationship exists between us and you or any other party based on the User Content. Although we may offer you the ability to Post User Content anonymously, we may store information related to you or the device you used to Post User Content. We make no guarantees to remove User Content from the InSpatial Media Services or other platforms, and we may retain User Content in our backup files, including after termination of your Account.
You are Responsible for Your User Content. You understand that InSpatial Media does not control User Content Posted by users via the InSpatial Media Services and, as such, you understand that you may be exposed to offensive, inaccurate, or otherwise objectionable User Content. InSpatial Media assumes no responsibility or and disclaims all liability for User Content you may find inappropriate, offensive, or otherwise objectionable, regardless of whether InSpatial Media elects to monitor User Content or user conduct. If you believe User Content violates our policies, please submit a request as detailed in Section 4 above. InSpatial Media does not assume any responsibility for User Content other than InSpatial Media Content, nor does it assume any obligation to modify or remove any User Content you may find inappropriate, offensive, or otherwise objectionable, or for the conduct of any user participating in any Activities on the InSpatial Media Services.
Messages and Social Features. The InSpatial Media Services may offer users the ability to send messages and post comments, including any replies to messages and comments (collectively “Messages” or “Messaging”), and repost, react to, share, bookmark, or otherwise interact with other users, their Messages, and User Content (collectively, “Social Features”). Messages and Social Features may be open to the public generally, to all users of the InSpatial Media Services, registered users of the InSpatial Media Services, or to a select group of users of the InSpatial Media Services. InSpatial Media reserves the right, but disclaims any obligation or responsibility, to limit your ability to send Messages or use any Social Features, and to restrict or remove your Messages or Social Features, or refuse to include your User Content on the InSpatial Media Services for any reason at any time, in InSpatial Media’s sole discretion, and without notice to you.
Deleting Your User Content. If you ask us to delete your User Content from the InSpatial Media Services, InSpatial Media will delete your User Content within a reasonable period of time and continue to use your User Content until the deletion has taken full effect. InSpatial Media may retain User Content in our archives of the InSpatial Media Services, which are not publicly available. Furthermore, to the extent that InSpatial Media made use of your User Content before you deleted it, InSpatial Media will retain the right to make such pre-existing uses available even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from InSpatial Media Services will not result in, and InSpatial Media assumes no responsibility for, the deletion of such User Content by any third parties who were provided with or had access to such User Content prior to your deleting it from the InSpatial Media Services, and (ii) termination of your Account or your use of the InSpatial Media Services will not result in the immediate or automatic deletion of your User Content consistent with these Terms of Use.
Please visit our Help Center at www.InSpatial Mediatv.com/help-center for more information on how to delete your Account. If you delete your Account, you will not be able to reactivate your Account or retrieve any of the User Content or information you have Posted.
6. LINKED DESTINATIONS AND ADVERTISING
Third Party Destinations. The InSpatial Media Services (including the Apps) may contain links to third-party websites or resources, or destinations. You will not infer or assume that InSpatial Media endorses, operates, controls, is responsible for or is connected with these or other third-party websites, resources or destinations, even if they link to InSpatial Media Services and even if such websites, resources, or destinations are operated by a person (including legal entity) affiliated or otherwise connected with InSpatial Media. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites, resources, and destinations or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites, resources, and destinations, and release InSpatial Media from any responsibility and liability to you for any content or other materials hosted and served from any such websites, resources, or destination. These Terms of Use do not govern your use of any other websites, resources, or destinations.
Advertisements. InSpatial Media is not responsible for advertisements or any third-party material posted on any of the InSpatial Media Services, nor is InSpatial Media responsible for the products or services provided by advertisers or by other users. Any dealings you have with advertisers or other users found while using the InSpatial Media Services are between you and the advertiser or user, and you agree that InSpatial Media is not liable for any loss or claim that you may have against an advertiser or user.
7. TRADEMARKS
InSpatial Media, the InSpatial Media logo, www.InSpatial Media.tv, www.InSpatial Mediatv.com, and other InSpatial Media marks, graphics, logos, scripts, and sounds are trademarks, registered or otherwise, and trade dress and the intellectual property of InSpatial Media, Inc.. You may not copy, download or exploit any of InSpatial Media’s intellectual property, including the InSpatial Media trademarks.
8. FEEDBACK
It is InSpatial Media’s policy not to accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts (“Unsolicited Submissions”). InSpatial Media’s policy is to delete any such submission without reading it. Therefore, any similarity between an Unsolicited Submission and any elements in any InSpatial Media creative work, including a film, series, story, title, or concept, would be purely coincidental. We welcome feedback, comments and suggestions for improvements to the InSpatial Media Services (“Feedback”). You can submit Feedback by emailing us at feedback@InSpatial Media.tv (subject line: “Feedback”). You grant to us an unconditional, non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
9. DISCLAIMER OF WARRANTIES, LIMITATIONS OF LIABILITY, AND INDEMNITY
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT APPLICABLE LOCAL LAW SPECIFICALLY AND EXPRESSLY PROHIBITS SUCH EXCLUSIONS, THOSE SUCH EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
THE INSPATIAL MEDIA SERVICES AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” INSPATIAL MEDIA DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE INSPATIAL MEDIA SERVICES OR CONTENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSPATIAL MEDIA EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INSPATIAL MEDIA MAKES NO WARRANTY THAT YOUR USE OF THE INSPATIAL MEDIA SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE INSPATIAL MEDIA SERVICES OR CONTENT WILL BE CORRECTED, THAT THE INSPATIAL MEDIA SERVICES, CONTENT OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE INSPATIAL MEDIA SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSPATIAL MEDIA WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE INSPATIAL MEDIA SERVICES, CONTENT, USER CONTENT, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE INSPATIAL MEDIA SERVICES, CONTENT, ATTENDANCE AT A INSPATIAL MEDIA EVENT, ANY MATERIAL DOWNLOADED, POSTED OR OTHERWISE OBTAINED IN CONNECTION WITH THE INSPATIAL MEDIA SERVICES OR CONTENT, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE INSPATIAL MEDIA SERVICES, OR THE CONDUCT OR USER OF ANY USER(S) OF THE INSPATIAL MEDIA SERVICES OR CONTENT, WHETHER ONLINE OR OFFLINE. YOUR USE OF POSTS, USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES, AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE INSPATIAL MEDIA SERVICES AND CONTENT, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, INCLUDING USER CONTENT, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE INSPATIAL MEDIA SERVICES.
LIMITATION OF LIABILITY
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT APPLICABLE LOCAL LAW SPECIFICALLY AND EXPRESSLY PROHIBITS SUCH EXCLUSIONS OR LIMITATIONS, THOSE SUCH EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSPATIAL MEDIA’S LIABILITY TO YOU FOR ANY LOSS, CAUSE OR ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF THE LOSS, CAUSE OR ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO INSPATIAL MEDIA FOR THE INSPATIAL MEDIA SERVICES AND CONTENT DURING THE TERM OF YOUR USE OF THE INSPATIAL MEDIA SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSPATIAL MEDIA WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU TO INSPATIAL MEDIA FOR THE INSPATIAL MEDIA SERVICES DURING THE TERM OF YOUR USE OF THE INSPATIAL MEDIA SERVICES, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO POST, ACCESS, OR USE ANY INSPATIAL MEDIA SERVICES, CONTENT, OR USER CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF INSPATIAL MEDIA’S ACTS OR OMISSIONS OR YOUR USE OF THE INSPATIAL MEDIA SERVICES, CONTENT, OR USER CONTENT ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS OR USE ANY PORTION OF THE INSPATIAL MEDIA SERVICES, CONTENT,T OR USER CONTENT. THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF YOU OR INSPATIAL MEDIA HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. FOR CLARIFICATION, THESE TERMS DO NOT LIMIT INSPATIAL MEDIA’S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, DEATH, OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW WOULD PROHIBIT SUCH A LIMITATION.
INDEMNITY
YOU AGREE TO INDEMNIFY AND HOLD INSPATIAL MEDIA, ITS AFFILIATES, CREATORS AND LICENSORS OF CONTENT, EACH ADVERTISER, SPONSOR AND THEIR ADVERTISING AGENCIES, SUBCONTRACTORS AND OTHER PARTNERS, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, ACTION OR DEMAND, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR MISUSE OF THE CONTENT OR USER CONTENT, OR THE INSPATIAL MEDIA SERVICES (INCLUDING, WITHOUT, LIMITATION, ANY USE OF YOUR ACCOUNT AND ANY POSTS MADE UNDER YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU), YOUR BREACH OF THESE TERMS OF USE, YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, OR ANY CONTENT, INFORMATION, OR MATERIAL THAT YOU TRANSMIT VIA THE INSPATIAL MEDIA SERVICES.
10. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT
We respect copyright law and expect our users to do the same. It is our policy to terminate Accounts of those users who repeatedly violate InSpatial Media’s intellectual property rights or the intellectual property rights of others.
If you believe that any material, Content, or User Content residing on or linked to from the InSpatial Media Services infringes your intellectual property rights, including your Copyright, you may either (1) submit a written notification of claimed infringement to InSpatial Media’s copyright agent by completing the form at www.InSpatial Mediatv.com/static/support by first selecting “Report and Issue/Get Help,” then “Specific Content (movie, series, episode)”, and then “Copyright Infringement” from the list of available topics, or (2) contact us by mail by sending InSpatial Media’s designated Copyright Agent a written notification of claimed infringement. Your written notification must contain substantially all of the following information:
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the InSpatial Media Services (such as the URL(s) of the claimed infringing material);
information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address;
a 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;
a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and
your physical or electronic signature.
InSpatial Media’s Copyright Agent for notification of claimed infringement can be as follows:
Attention: Copyright Agent
InSpatial Media, Inc.
3790 El Camino Real #711
Palo Alto, CA 94306
This contact information is exclusively for the purpose of notifying InSpatial Media of claimed infringement. Please be advised that requests sent to the Copyright Agent without the appropriate subject line or for purposes other than communication about copyright claims may not be reviewed or responded to.
If you Posted User Content or other material to InSpatial Media Services that InSpatial Media removed due to a notice of claimed infringement from a copyright owner, InSpatial Media will take reasonable steps promptly to notify you that the User Content or other material has been removed or disabled. This notice may be by means of a general notice on the InSpatial Media Service or by written or electronic communication to such address(es) you have provided to InSpatial Media, if any.
You may provide counter-notification in response to such notice in a written communication directed to the Copyright Agent as described above, that includes the following:
identification of the User Content or other material that has been removed or to which access has been disabled and the location at which the User Content or other material appeared before it was removed or access to it was disabled;
a statement by you, under penalty of perjury, that you have a good faith belief that the User Content or other material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which InSpatial Media may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and
your physical or electronic signature.
Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.
11. INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER
You understand that InSpatial Media is a free streaming service without any subscription fees. So that InSpatial Media can maintain the ability to offer you and other users this free service, you and we agree to the following mechanisms for resolving any Dispute between us:
The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and InSpatial Media, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and InSpatial Media that arise from or in any way relate to or concern any Content, products or services provided by InSpatial Media including but not limited to the InSpatial Media Services (as defined above), this Section 11, any other aspect of these Terms of Use (including their applicability and their conformance to applicable law), and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this paragraph are that (i) each of you and InSpatial Media retains the right to sue in small claims court; (ii) each of you and InSpatial Media may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (iii) each of you and InSpatial Media may bring suit in court to determine the enforceability of Section 11.b. and/or Section 11.k.
Mandatory Informal Dispute Resolution Process. You and InSpatial Media agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or InSpatial Media wants to bring or resolve a Dispute, you or InSpatial Media must follow the mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:
Notice. You or InSpatial Media must first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the InSpatial Media Service to which the Notice relates, and the relief requested, including damages, if any, and a detailed calculation for them. Your Notice also must contain your email address and (if different) the email address associated with your InSpatial Media account. Our Notice must also be sent to your email address associated with your InSpatial Media account, and you consent to receive any such Notice as part of these dispute resolution terms. You and we must include in any Notice to each other a personally signed statement (from you or us—not from your or our counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing InSpatial Media to disclose your InSpatial Media account details to your attorney while seeking to resolve your claim. We each must individualize our Notice, meaning it can concern only our Dispute and no other person’s Dispute. You must send your Notice to InSpatial Media by email to arbitration-notices@InSpatial Media.tv or by mail to: Arbitration Notice of Dispute, InSpatial Media, Inc., 2121 Avenue of the Stars, 12th Floor, Los Angeles, California, 90067. In the case of a Dispute initiated by you or us, it is the sender’s responsibility to prove that the sender provided the notice in the manner that is required in this paragraph.
Good Faith Effort to Informally Resolve Dispute. After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and InSpatial Media agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference and both parties will personally attend (with counsel, if represented). You and InSpatial Media agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If you and InSpatial Media do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or InSpatial Media may commence a proceeding as noted below.
Arbitration Agreement. If you and we do not resolve the Dispute within 60 days of the submission of the Notice in accordance with the Informal Dispute Resolution Procedures, InSpatial Media, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute between you and InSpatial Media, regarding any aspect of your relationship with InSpatial Media, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court, subject to the exceptions noted in Section 11.h below. Thus, subject to those exceptions, you and InSpatial Media agree to give up the right to sue in court, including that you and InSpatial Media agree to waive their right to a jury trial.
Controlling Law Regarding Arbitration Process and Agreement to Arbitrate. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the provisions in Section 11 related to the arbitration process. The agreements in Section 11 shall survive termination of the Terms of Use. Any original action to compel arbitration under Section 4 of the FAA (or analogous state law) must be brought in a state or federal court located in New York City, unless mandated by law to be filed in another state or federal court. If the FAA is found to not apply to any issue regarding the interpretation or enforcement of the parties’ agreement to arbitrate, then that issue shall be determined by the laws of the State of New York. Any arbitration between you and InSpatial Media will be administered by the American Arbitration Association (“AAA”) pursuant to their then-applicable rules, including their mass arbitration supplementary rules and mass arbitration fee schedule, as applicable, as modified by this Section 11. AAA’s rules and fee schedules can be found at www.adr.org. Except in the event of a Mass Filing as described in Section 11.k below, the arbitration shall be conducted by a single, neutral arbitrator. If you and InSpatial Media cannot agree on an arbitrator, the arbitrator will be appointed pursuant to the AAA’s rules.
Alternative Arbitration Provider. If AAA is not available to arbitrate, including because it is not able to administer the arbitration(s) consistent with the rules, procedures, and terms of Section 11, including those described in Section 11.k, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Section 11, including, as applicable, Section 11.k. This Section 11 will govern to the extent it conflicts with the arbitration provider’s rules. For arbitrations before the AAA, the AAA’s Consumer Arbitration Rules and Optional Rules For Emergency Measures of Protection shall apply.
Filing Fee and Costs. The initiating party must pay all filing fees for the arbitration. Your and InSpatial Media’s responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.
Waiver of Fees and Costs. You may qualify for a waiver of certain arbitration costs under the applicable arbitration provider’s rules or other applicable law. If you meet the standard for proceeding in forma pauperis in federal court, the state court of your residence, or the state court where the arbitration is brought, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, InSpatial Media will pay the filing fees for you.
Enforceability of Certain Provisions of Section 11. Notwithstanding Section 11.c. through Section 11.g., a claim regarding enforceability of any portion of Section 11.b and/or Section 11.k must be brought in federal or state court. Courts shall have the exclusive authority to determine: (i) the enforceability of any or all of the procedures set forth in Section 11.b and/or Section 11.k; and (ii) if any or all the procedures set forth in Section 11.b and/or Section 11.k are unenforceable, whether that or those procedures are severable from the remaining provisions of Section 11 and the consequences of said severance. If the court determines that Section 11.b is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with the process in Section 11.b.
You and InSpatial Media also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and InSpatial Media, including in arbitration and in state or federal court. Therefore:
YOU AND INSPATIAL MEDIA MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF.
You understand there is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow the dispute resolution process described in Section 11. Subject to Section 11.h, the arbitrator has exclusive authority to resolve all issues relating to the parties’ Dispute. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages); provided that they are recoverable under these Terms of Use. The arbitrator will 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 award of the arbitrator is final and binding upon you and us.
Related Cases and Mass Filings. If your Notice involves claims similar to those of at least 25 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, or if InSpatial Media asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and we agree that these claims will be related (“Related Cases”), and this shall be called a “Mass Filing.” The following procedures will apply to a Mass Filing:
Acknowledgment of Related Cases procedure. If you or InSpatial Media, or your or our counsel, files a demand for arbitration that has Related Cases, then you and we agree that the demand for arbitration shall be subject to the additional protocols set forth in this Section 11.k. If the parties disagree as to whether a series of filings fits within the definition of Mass Filing above, the arbitration provider shall resolve the disagreement. You and we also acknowledge that the adjudication of the dispute may be delayed and that any applicable statute of limitations shall be tolled from the time of filing of the demand for arbitration, and pending resolution of the proceedings described in this Section 11.k.
Bellwether Arbitrations. Bellwether proceedings are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be filed with the arbitrator. All other claims shall be held in abeyance. This means that the filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither You nor InSpatial Media will be required to pay any such filing fees. You and InSpatial Media also agree that neither you nor we shall be deemed to be in breach of this Section 11 for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Unless the claims are resolved in advance or the schedule is extended, the arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference.
Global Mediation. Following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the Parties are unable to resolve the outstanding claims during the Global Mediation, the unresolved Disputes may then be administered by the arbitration provider pursuant to this Agreement’s Batch Arbitration provision below and the arbitrator’s fee schedule for mass filings, unless the parties mutually agree otherwise in writing. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the Bellwether Arbitration and Global Mediation process.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and InSpatial Media agree that in the event the Bellwether Arbitration and Global Mediation processes described above do not resolve the Disputes, the arbitration provider will (1) administer the remaining arbitration demands in batches of 50 demands per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). The final award will provide for individual merit decisions for each separate claimant within the single batch arbitration award. If the arbitration provider will not administer the Batch Arbitration with one set of filing and administrative fees due per side per batch, then the arbitration provider’s mass arbitration fee schedule shall apply. AAA’s mass arbitration fee schedule is available on its website at www.adr.org/rules. For mass arbitrations before any other arbitration provider, if applicable, you and InSpatial Media agree that its mass arbitration fee schedule shall apply, as necessary.
Opting Out. If your claim is not resolved as part of the Bellwether Arbitration and Global Mediation process outlined above, the parties shall also have the opportunity to opt out of arbitration and bring the pending Dispute to the state or federal courts located in New York City, unless mandated by law to be filed in another state or federal court. The parties have 30 days of the failed Global Mediation process to opt out. This shall not provide an opportunity for either party to opt out of arbitration for other claims. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Arbitration Opt Out Notice, InSpatial Media, Inc., 2121 Avenue of the Stars, 12th Floor, Los Angeles, California, 90067 via USPS Priority Mail or hand delivery, by email to arbitrationoptout@InSpatial Media.tv, or by notice to the attorney representing InSpatial Media in the arbitration proceeding. This written notice must be signed by you, even if it is also signed by your attorney. The written notice cannot be signed by an agent or other representative of yours in lieu of your signature. It must include a statement that you wish to opt out of arbitration within 30 days after the conclusion of the Global Mediation process. InSpatial Media may exercise its equivalent opt-out right by sending written notice to you or your attorney, agent, or representative if you are represented.
Enforcement of Subsection. A Court of competent jurisdiction shall have the power to enforce Section 11.k, including by injunctive, declaratory, or other relief.
Live Testimony. You must appear to testify at any arbitration hearing personally, virtually, or in another manner authorized by law or the arbitration provider. You agree that if you fail to appear in one of these forms to testify, you consent to have the arbitrator order that the case be closed immediately.
Discovery and Information Exchange. Regardless of how the arbitration proceeds, each of you and InSpatial Media shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the arbitration provider’s rules.
Attorney’s Fees and Fee Shifting. Each of you and InSpatial Media may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit(s) the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s).
Restrictions on Forms of Relief. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party’s individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by these Terms of Use. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief except those allowed under the law and these Terms of Use, including Section 9’s Limitation of Liability provisions. The arbitrator also may not order you or InSpatial Media to pay any monies to or take any actions with respect to persons other than you or InSpatial Media, respectively, unless you or InSpatial Media explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and InSpatial Media expressly agree, or subject to the provisions of Section 11.k above, the arbitrator may not consolidate other persons’ claims with yours or ours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
Confidentiality. You and InSpatial Media agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, you and InSpatial Media agree that an order confirming the award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.
Severability of Portions of Section 11. With the exception of Section 11.i and Section 11.k (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class and the Mass Filing procedure), if any part of Section 11 is deemed invalid, unenforceable, or illegal, then the balance of Section 11 shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, either or both Section 11.i or/and Section 11.k is found invalid, unenforceable or illegal, then the remainder of Section 11 and this paragraph shall be null and void, but the rest of these Terms of Use, including the provisions governing in which court actions against InSpatial Media must be pursued and the choice of governing law will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
Court Proceedings. If a court issues a decision precluding or refusing to compel arbitration of any Dispute, the Dispute must be brought in the state or federal courts located in New York City, unless otherwise mandated by law to be filed in another state or federal court. For Disputes deemed not to be subject to arbitration, neither you nor InSpatial Media shall be precluded from participating in a class-wide settlement of those claims if brought by another InSpatial Media user or third party.
12. TERMINATION
We may terminate your access to and use of the InSpatial Media Services, at our sole discretion, at any time and without notice to you. Without limiting the forgoing, we may, at our sole discretion, without notice to you, terminate or restrict your Account or your use of the InSpatial Media Services, including ability to Post User Content and/or to access Content or any portion thereof, at any time, without liability, if InSpatial Media determines in its sole discretion that you have breached these Terms of Use, violated any law, rule, or regulation, engaged in other inappropriate conduct, place an undue burden on our networks or servers, or for any other business reason or no reason. We may further use technology to limit activities, such as the number of calls being made to the servers or systems used to provide the InSpatial Media Services, and you agree to respect these limitations and not take any steps to circumvent, avoid, or bypass them.
You may cancel your Account via the functionality provided in the InSpatial Media Services.
Upon any termination, discontinuation or cancellation of the InSpatial Media Services or your Account, the following Sections will survive: Section 2.b.ii., Section 2.f.ii, Section 2.g, Section 2.h, Sections 5 through 9, and Sections 11 through 13.
13. GENERAL INFORMATION
Export Controls. Software and the transmission of applicable technical data, if any, in connection with the InSpatial Media Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
Choice of Law and Forum. These Terms of Use are governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions.
Except with respect to Disputes to be resolved through the process in accordance with the Section 11 above, you and InSpatial Media agree to submit to the exclusive jurisdiction of the federal or state courts located in New York City, unless otherwise mandated by law, to resolve any Dispute arising out of the Agreement or the InSpatial Media Services.
YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION YOU OR WE MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE INSPATIAL MEDIA SERVICES, OR CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
No Waiver/Reliance. If you see other parties violating these Terms of Use, you may let us know at feedback@InSpatial Media.tv (subject line: “TOU Violation”). You may not rely upon InSpatial Media’s response with respect to one party or one situation as any indication of what InSpatial Media might do with respect to another party or another situation, even if the parties or situations appear to you to be similar. Similarly, if we fail to act in response to a violation of these Terms of Use, you should not assume that we do not object to the violation or even that we are aware of it. In addition, you may not construe a waiver of any provision of these Terms of Use with respect to any party as a waiver of that provision (or any other provision) with respect to either that party or any other party. Further, InSpatial Media’s decision to delay exercising or enforcing any right or remedy under these Terms of Use will not constitute a waiver of such right or remedy. Even if InSpatial Media acts in a way that appears to you to be inconsistent with these Terms of Use, InSpatial Media’s action will not be deemed a waiver or constructive amendment of these Terms of Use. InSpatial Media’s failure to enforce any right or provision of these Terms of Use will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of InSpatial Media. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.
Integration, Amendment, and Severability. Please note that these Terms of Use, including any end user license agreement that might accompany InSpatial Media Apps, features and devices, constitute the entire legal agreement between you and InSpatial Media and govern your use of the InSpatial Media Services (including your use of the Content) (but excludes any services, if any, that InSpatial Media may provide to you under a separate signed written agreement), and completely replace any prior oral or written understandings or agreements between you and InSpatial Media in relation to the InSpatial Media Services, including Content. Except as set forth in Section 1 above, these Terms of Use may not be amended, modified, or varied except in a writing signed by InSpatial Media. Although we understand that electronic or digital signatures are frequently viewed as the equivalent of traditional written signatures these days, for these purposes, a signature or “signed” writing or written agreement may not include an electronic or digital signature. These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms of Use is held to be unlawful, void, or unenforceable, you and we agree that the provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.
Assignment. You may not assign or transfer these Terms of Use, by operation of law or otherwise, without InSpatial Media’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null. InSpatial Media may freely assign or transfer these Terms of Use without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by InSpatial Media under these Terms of Use, including those regarding modifications to these Terms of Use, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.