Terms of Use

Criterion On-Demand Terms of Use

Effective Date: June 24, 2014

Parties to the Agreement
These Terms of Use (hereinafter, these "Terms of Use" or this "Agreement") are between PMG California, Inc. D/B/A Criterion Pictures and the entity identified on the Criterion Pictures Subscription Agreement (hereinafter, the "Subscription Agreement") as the "Subscriber" (hereinafter, "Subscriber").

Subscriber's Use of the Website
The Criterion On-Demand website (hereinafter, the "Website") is owned and operated by Criterion Pictures. Unless otherwise indicated, the content, format, interactive features and imagery of this Website are copyrighted under the laws of Canada by Criterion Pictures or its licensors, and are protected by worldwide copyright laws and treaty provisions. Unauthorized copying is a violation of law. The content, format and imagery of the Website may not be copied, published, broadcast, distributed, reproduced or transmitted beyond the terms and conditions set forth herein. Subscriber and its Users (as that term is defined in the Subscription Agreement) may not use the Website or any materials on the Website in any commercial or for-profit manner.

For purposes of this Agreement, the transfer and use of any materials from the Website onto any other website or computer environment is prohibited without the express written consent of Criterion Pictures. Subscriber shall use best efforts to ensure that all Users are aware of, and comply with, these Terms of Use.

Subscriber's Duties as to Confidentiality
Access to the Website for Subscriber and its Users will be authorized through IP and/or user name and password authentication. In consideration of the use of this Website and any services provided by Criterion Pictures in connection therewith (hereafter, the "Service"), Subscriber agrees to: keep all such authentication data including Subscriber's user name and password (when applicable) confidential to Subscriber and its authorized Users. Subscriber is responsible for maintaining the security and confidentiality of all login information for Subscriber's account.

Use of the Material
Criterion Pictures reserves the right, in its reasonable discretion, to limit any Subscriber's or individual User's use of the Website or Material (as defined below) in the event that Criterion Pictures, in its reasonable discretion, deems such Subscriber's or individual User's use of the Website to be inconsistent with noncommercial purposes and/or inconsistent with these Terms of Use.

The Website and the images, audio files and video files on the Website (hereafter, the "Material") are owned or licensed by Criterion Pictures and are protected by Canadian and international copyright, trademark and other intellectual-property laws. Subscriber does not gain any type of ownership interest in the Website or the Material by using the Website or the Material.

The Material is made available for "download" and/or streaming. Subscriber and its Users may download or stream Material, as the case may be, for individual use and solely for noncommercial use. With respect to downloadable Material, Subscriber and its authorized Users may not (i) systematically download any of the Material; (ii) create distribution libraries from the Material; or (iii) sell, rent, display, exhibit or otherwise transfer any of the Material to any third party.
Subscriber understands and agrees that certain Material will only be available to Subscriber via the Website's Internet-based streaming system and such Materials will not be available for download at any time. Subscriber also understands and agrees that access to downloadable Material will be limited in duration after download, as determined by the owner of the Material.

In the course of using any Material as permitted hereunder, Subscriber may not make the Material, or any part thereof, available to any party who is not a Subscriber, except as permitted herein. If Subscriber wishes to use a third party to host the Material, Criterion Pictures must pre-approve the use of such proposed host in writing. Criterion Pictures shall have the right to approve the terms of the proposed agreement between the proposed host and Subscriber. Except as expressly set forth herein, Subscriber may not (i) copy, modify, transmit, perform, create derivative works of, publish, sub-license, or otherwise share the Website, the Material, or any portion thereof; (ii) disassemble, reverse engineer or decompile the Website or any portion thereof; (iii) use any "deep-link", "page-scrape", "robot", "spider," "offline readers," or any equivalent manual process, to access or monitor any portion of the Website; (iv) collect any personally identifiable information, including user names or passwords, from the Website; or (v) take any actions that may circumvent, disable or damage the Website's security.

Subscriber understands and agrees that the Website and the Material possess a unique character that makes it difficult to assess the monetary damages that would be sustained as a result of unauthorized use of the Website or Material. Subscriber understands and agrees that unauthorized use may cause immediate and irreparable damage to Criterion Pictures for which Criterion Pictures would not have an adequate remedy at law. Therefore, in the event that Criterion Pictures discovers such unauthorized use by Subscriber or its Users, Criterion Pictures will first contact Subscriber for assistance in stopping the unauthorized use. In the event that Subscriber does not cooperate in such attempt to halt the unauthorized use, then Criterion Pictures shall also be entitled to seek injunctive and other equitable relief without the necessity of proving money damages or furnishing a bond or other security.

Communications from Criterion Pictures and its Subsidiaries:
Criterion Pictures will periodically contact Subscriber for customer service purposes, including information regarding Material information (such as updates), as well as to ascertain Subscriber satisfaction and preferences via surveys and questionnaires. By accessing the Material, Subscriber consents to receive such communications.

Terms of Use May Change
Criterion Pictures reserves the right to update or modify these Terms of Use from time to time. Such changes will become effective when Criterion Pictures posts the revised Terms of Use on the Website. We will endeavor to provide Subscriber with prior notice of modifications to these Terms of Use by email to the address provided by the Subscriber. However, since we cannot guarantee such email notice will be delivered to Subscriber, Subscriber's use of this Website following any such modification constitutes Subscriber's agreement to follow and be bound by the Terms of Use as modified. For this reason, we encourage Subscriber to review these Terms of Use whenever Subscriber uses this Website. Any revised Terms of Use shall supersede all previous versions.

Correction of Errors and Inaccuracies
The content of this Website, including but not limited to text, availability and descriptions may contain errors or inaccuracies, and may not be complete or current. Criterion Pictures reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We apologize for any inconvenience this may cause Subscriber.

Suspension and Termination
We reserve the right to immediately suspend Service to a Subscriber at any time we believe that Subscriber or any of its Users has failed to comply with any material term or provision of this Agreement in a manner that is not curable, including, without limitation, any time that a Subscriber or any of its Users has infringed the rights of any third party, has engaged in conduct that is illegal, tortuous or that interferes with the technological operation of this Website. We also reserve the right to terminate this Agreement in the event that: (i) the basis for a suspension of Service continues or, in our reasonable judgment, is likely to continue; or (ii) without suspension of Service, we notify Subscriber in writing of a breach by Subscriber or any of its Users of these Terms of Use and such breach is not cured within thirty (30) days after the date of such notice. Upon termination, Subscriber must immediately destroy all Materials obtained from Criterion Pictures or this Website and all copies thereof, whether made under the terms of this Agreement or otherwise.

Indemnification

Subscriber hereby agrees to indemnify, defend, and hold harmless Criterion Pictures, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Subscriber's or any of its Users' access to or use of the Website and the Material in violation of these Terms of Use or any law or regulation, including without limitation any claim arising from Subscriber's or any of its Users' infringement of any third party rights.

Criterion Pictures hereby agrees to indemnify, defend and hold harmless Subscriber from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from any third party claim alleging that Subscriber's or its Users' use of the Material, strictly as permitted hereunder, infringes the right of any third party.

The indemnification obligations above are subject to the indemnifying party being promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise.

Disclaimer
CRITERION PICTURES MAKES, AND THIS WEBSITE INCLUDES, NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CRITERION PICTURES OR THE CONTENTS OF THIS WEBSITE, INCLUDING THE MATERIAL, WHICH ARE PROVIDED FOR USE "AS IS" AND "AS AVAILABLE." CRITERION PICTURES AND THIS WEBSITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO CRITERION PICTURES AND THIS WEBSITE AND ANY WEB SITE WITH WHICH IT IS LINKED OR CONTENT PROVIDED BY SUPPLIERS TO THIS WEBSITE. CRITERION PICTURES NOTIFIES SUBSCRIBER THAT MUCH OF THE CONTENT OF THE WEBSITE IS SUPPLIED BY THIRD PARTY SUPPLIERS WHO ARE ULTIMATELY RESPONSIBLE FOR THE CONTENT SUPPLIED BY THEM. CRITERION PICTURES DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON OR THIS WEBSITE OR THAT ITS CONTENTS WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT CRITERION PICTURES OR THIS WEBSITE, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS WEBSITE OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. CRITERION PICTURES DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO SUBSCRIBER.

Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CRITERION PICTURES OR THIS WEBSITE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THIS WEBSITE, EVEN IF CRITERION PICTURES, OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO SUBSCRIBER. IN NO EVENT SHALL CRITERION PICTURES' TOTAL LIABILITY TO SUBSCRIBER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY SUBSCRIBER, IF ANY, FOR ACCESSING THIS WEBSITE. UNDER NO CIRCUMSTANCES SHALL CRITERION PICTURES BE RESPONSIBLE FOR ANY DAMAGES RELATED TO VIRUS INFECTION AND THE RESULTING CORRUPTION, DESTRUCTION, OR ALTERATION OF A USER'S OR SUBSCRIBER'S SYSTEM (INCLUDING FILES, SOFTWARE AND HARDWARE LOCATED ON THEIR SYSTEMS).

Jurisdiction and Export
This Website is owned and controlled by Criterion Pictures from its office in Vaughan, Ontario, Canada. It is licensed solely for use within Canada, its territories and possessions. Subscriber agrees to use reasonable efforts to inform its Authorized Users of the territory limitations on the license granted hereunder.

Arbitration
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken to obtain an injunction relating to, operations of this Website, intellectual property, and services related to this Website, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Canadian Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Toronto, Ontario, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Criterion Pictures may seek any interim or preliminary relief from a court of competent jurisdiction in Toronto, Ontario, necessary to protect the rights or property of Criterion Pictures or its licensors pending the completion of arbitration. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. Should either party file an action contrary to this provision, the other party may recover costs and attorneys' fees reasonably incurred in challenging such action.

Antitrust Policy
Criterion Pictures does not condone any information sharing agreements among its suppliers or its users, which would utilize information from Criterion Pictures, which in any way would distort market forces. Criterion Pictures also does not condone collusion among users, which would cause the exercise of monopoly power among buying groups. Criterion Pictures will not enter into and does not condone the entering into of any agreements among competitors to exclude or discriminate against web sites that are competitive with Criterion Pictures and shall not engage in over-inclusive ownership structures, rules, or incentives which would keep users of Criterion Pictures from using or supporting a competitive Website.

Miscellaneous
If the Arbitration provision of this Agreement shall be found to be unlawful, void or for any reason unenforceable, then any lawsuit or claim arising out of this Agreement shall be brought in the Superior Court of Justice located in Toronto, Ontario. Any suit or claim shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and the associated Subscription Agreement constitute the entire agreement between the parties relating to the subject matter herein. Criterion Pictures does not guarantee continuous, uninterrupted or secure access to its services, and operation of this Website may be interfered with by numerous factors outside of our control. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Subscriber agree that these Terms of Use and all incorporated agreements may be automatically assigned by Criterion Pictures, in its sole discretion and with notice to the Subscriber, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of Criterion Pictures to act with respect to a breach by Subscriber or its authorized Users, or others, does not waive our right to act with respect to subsequent or similar breaches. The Subscriber and Criterion Pictures are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

Notice of Copyright Infringement

Notification of a claim of copyright infringement must be submitted to the following:

Criterion Pictures
Attn: General Manager
106 Saunders Road, Unit 6
Barrie, ON L4N 9A8
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone: 1.800.668.0749 ext. 251
Fax: 1.866.664.7545

The notification must be in writing and include:

A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of each alleged infringing copyrighted work or works; Identification of the allegedly infringing material and information reasonably sufficient to enable us to locate such material; Information reasonably sufficient to enable us to contact the party complaining of an alleged infringement (e.g. an address, telephone number, and email address); A statement that the complaining party has a good-faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.