Watchmode™ Mobile Application End-User License Agreement and Website Terms and Conditions

1. Your Consent to the Agreement; Modification

The Watchmode™ Offerings (as defined below) are owned and operated by Meteoric, LLC ("Watchmode™," "we," "our" or "us"). You agree to the terms and conditions contained in the Agreement, in their entirety, when you:

• Access and/or use the Watchmode™ website located at www.Watchmode.com (the "Site")
• Download, attempt to download and/or use the Watchmode™ mobile application (the "App")
• Access certain reviews, ratings, tips, rankings, lists, text, images, video, audio and other content
• Register for a Watchmode™ account ("Account")
• Access certain message boards, comment sections, messaging functionality and other interactive features
• Access links to Watchmode™ social media pages
• Otherwise affirmatively consent to these Terms and/or the Agreement

The Site, the App and the related features, content, products and services made available by or through them are referred to herein, collectively, as the "Watchmode™ Offerings."

Access to and use of our developer/API portal located at api.watchmode.com and the Watchmode™ APIs are governed by the separate Watchmode™ API Terms (the "API Terms"), not by this Agreement except where the API Terms expressly incorporate a provision of this Agreement. The developer/API portal and Watchmode™ APIs are not "Watchmode™ Offerings" under this Agreement. If this Agreement and the API Terms conflict with respect to the developer/API portal or the Watchmode™ APIs, the API Terms control.

We may amend the Agreement from time to time in our sole discretion. When we make material changes to the Agreement, we will provide notice by posting the updated Agreement on the Site and by and through the App and updating the "Last Updated" date above, and, where required by Applicable Law or where the change materially affects registered Users, by additional reasonable means such as e-mail to the address associated with your Account or an in-product notice. Amendments will be effective upon posting (or such later date as may be stated in the notice), and your continued use of any Watchmode™ Offerings after the effective date constitutes your acceptance of the amended Agreement. If you do not agree to an amendment, your sole remedy is to discontinue use of the Watchmode™ Offerings and, if applicable, close your Account.

2. Requirements; Necessary Equipment; Data Charges

You shall be responsible, at all times, for ensuring that you have an Internet connection, computer/Mobile Device, mobile telephone number, up-to-date Internet browser versions, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the Watchmode™ Offerings. You are responsible for any data, messaging and other charges assessed by your carrier or Internet service provider in connection with your use of the Watchmode™ Offerings.

3. Registration; Termination of Accounts

In order to open an Account and utilize certain of the Watchmode™ Offerings (including the App), each prospective User will be required to register via the Site, the App, that User's Facebook® account, that User's Google® account or that User's Apple® account (the information supplied in connection with registration, the "Registration Data").

Each User agrees to provide true, accurate, current and complete Registration Data, and to maintain it in an up-to-date and accurate fashion. Each User is responsible for maintaining the confidentiality of her/his Account credentials and for all activity that occurs under her/his Account. You agree to notify us promptly of any unauthorized use of your Account.

Watchmode™ may reject a User's registration and/or suspend or terminate a User's Account at any time and for any reason, in its sole discretion, including, without limitation, pursuant to the repeat infringer policy described in Section 10 below.

4. Compliance with Applicable Law

Each User represents and warrants that it, its User Content, User Links and use of the Watchmode™ Offerings in general, shall: (a) fully comply with all applicable local, state, national, federal and international laws, rules and regulations (collectively, "Applicable Law"); and (b) shall not infringe upon or misappropriate any third-party's intellectual and/or proprietary rights, including, without limitation, any copyright, trademark, patent, trade secret, right of publicity or right of privacy.

5. User Content

"User Content" means any and all reviews, ratings, tips, rankings, lists, comments, messages, text, images (including profile pictures and other images uploaded by Users), video, audio, links ("User Links") and other content and materials that a User submits, uploads, posts or otherwise makes available by or through the Watchmode™ Offerings.

As between you and Watchmode™, you retain ownership of your User Content. By submitting, uploading, posting or otherwise making available any User Content, you grant Watchmode™ a non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to host, store, cache, reproduce, modify (solely for formatting and technical purposes), adapt, publish, publicly display, publicly perform, distribute and otherwise use such User Content in connection with operating, providing, improving and promoting the Watchmode™ Offerings. This license continues for so long as the User Content remains on the Watchmode™ Offerings and for a commercially reasonable period thereafter as necessary for backups, caches and legal compliance.

You represent and warrant, with respect to each item of User Content that you make available: (a) that you own such User Content or otherwise have all rights, licenses, consents and permissions necessary to make it available and to grant the license set forth above; (b) that such User Content, and Watchmode™'s use thereof as permitted hereunder, does not and will not infringe, misappropriate or otherwise violate any third-party right, including any copyright, trademark, right of publicity or right of privacy; and (c) that such User Content complies with Applicable Law and this Agreement.

You agree not to submit, upload or post any User Content that:

• Infringes, misappropriates or violates any third-party intellectual property or proprietary right, including copyrighted photographs or artwork that you do not have the right to use;
• Is unlawful, defamatory, obscene, pornographic, harassing, threatening, hateful or otherwise objectionable;
• Impersonates any person or entity or misrepresents your affiliation;
• Contains viruses, malware or other harmful code, or is designed to interfere with the proper functioning of the Watchmode™ Offerings; or
• Constitutes unsolicited advertising, spam or bulk solicitation.

We do not undertake any obligation to pre-screen User Content, but we reserve the right (without obligation) to review, refuse, remove, disable or restrict access to any User Content at any time, for any reason and without notice, including any User Content that we believe violates this Agreement, the Copyright Policy or Applicable Law. If you provide us with any suggestions, ideas or other feedback regarding the Watchmode™ Offerings, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose.

6. Profile Pages

Users that successfully register for an Account shall be permitted to create personalized profile pages which may include: (a) images uploaded by Users; (b) User Content; and (c) Profile Page Personal Information (as described in the Privacy Policy). Each User is solely responsible and liable for all aspects of her/his Profile Page, and all images and other materials included on a Profile Page constitute User Content subject to Section 5 above.

7. Dashboard

Users that successfully register for an Account may create a personalized dashboard interface on the Site and/or App by uploading links/buttons of such Users' third-party streaming services ("Third-Party Streaming Services").

Please be advised that Watchmode™ does not itself provide any video streaming services and the ultimate terms and conditions of any streaming services accessible via the Dashboard or other Watchmode™ Offerings will be determined by the applicable Third-Party Streaming Services. Watchmode™ does not guarantee the accuracy of any content availability, pricing or other information regarding Third-Party Streaming Services displayed by or through the Watchmode™ Offerings, which information may change at any time.

8. Third-Party Images and Media

Certain content available through the Watchmode™ Offerings, including posters, photographs, headshots, artwork, logos, and other media, may originate from third-party sources and may be protected by copyright, trademark, publicity, privacy, or other rights. Public availability, characterization as promotional material, or inclusion in a third-party database does not mean that content is in the public domain or free from restrictions. Watchmode™ does not claim ownership of third-party media, and all rights remain with their respective owners. Watchmode™ may remove, disable, replace, or restrict access to third-party media at any time, including in response to rights-holder notices.

No license or right to reproduce, download, distribute or otherwise use any third-party media is granted to Users under this Agreement. Rights holders who believe that any content available through the Watchmode™ Offerings infringes their rights may submit a notice as described in our DMCA & Copyright Policy.

Certain data and images available through the Watchmode™ Offerings are supplied by The Movie Database (TMDB). This website and the App use TMDB and the TMDB APIs but are not endorsed, certified, or otherwise approved by TMDB.

9. Intellectual Property; Limited License

The Watchmode™ Offerings, including, without limitation, the Watchmode™ name, logos, trademarks, service marks, software, code, databases, site design, text and graphics (excluding User Content and third-party media described in Section 8), are owned by or licensed to Meteoric, LLC and are protected by copyright, trademark and other intellectual property laws.

Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Watchmode™ Offerings for your personal, non-commercial use. You shall not, and shall not permit any third party to: (a) copy, scrape, harvest, crawl, frame, mirror or otherwise systematically extract any content or data from the Watchmode™ Offerings, except as expressly permitted by a separate written agreement with us; (b) reverse engineer, decompile or disassemble any portion of the Watchmode™ Offerings, except to the extent such restriction is prohibited by Applicable Law; (c) remove, obscure or alter any copyright, trademark or other proprietary notices, or any copyright management information, appearing on or in the Watchmode™ Offerings; or (d) use the Watchmode™ Offerings for any unlawful purpose. Access to and use of the developer/API portal and the Watchmode™ APIs are licensed solely under the API Terms described in Section 1.

10. Copyright Infringement; Repeat Infringer Policy

Watchmode™ respects the intellectual property rights of others and prohibits copyright infringement. Our DMCA & Copyright Policy, which is incorporated into this Agreement by reference, describes how copyright owners may submit notices of claimed infringement to our designated agent, how Users may submit counter-notifications, and how we respond to such notices.

In appropriate circumstances, Watchmode™ will disable or terminate the Accounts of Users who repeatedly infringe copyrights or repeatedly submit infringing material. Watchmode™ may also remove or disable access to allegedly infringing material upon obtaining actual knowledge of infringement, becoming aware of facts or circumstances from which infringing activity is apparent, or receiving a valid notice under the Copyright Policy.

11. YouTube Integration

Watchmode™ is integrated with YouTube® through an API. By clicking on a YouTube video on Watchmode™ or accessing any YouTube feature you are agreeing to be bound by the YouTube Terms of Service.

12. Third-Party Links and Services

The Watchmode™ Offerings may contain links to, or otherwise surface, third-party websites, applications and services, including Third-Party Streaming Services (collectively, "Third-Party Services"). Such links are provided for your convenience only. We do not control and are not responsible for Third-Party Services, their content, their privacy practices or their terms, and a link does not imply our endorsement. Your dealings with any Third-Party Service are solely between you and that third party.

13. Disclaimer of Warranties

14. Limitation of Liability

15. Release

You hereby release Watchmode™, its members, managers, officers, employees and agents from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with any other User, any Third-Party Streaming Service or any other Third-Party Service. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

16. Indemnification

You agree to indemnify, defend and hold harmless Watchmode™, its members, managers, officers, employees, agents and licensors from and against any and all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your use of the Watchmode™ Offerings; (c) your violation of the Agreement; (d) your violation of Applicable Law; and/or (e) your infringement, misappropriation or violation of any third-party right, including any intellectual property, publicity or privacy right. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with our defense.

17. Dispute Resolution; Binding Arbitration; Class Action Waiver

Informal Resolution. Before initiating any arbitration or court proceeding, you and Watchmode™ agree to first attempt to resolve any dispute, claim or controversy arising out of or relating to the Agreement or the Watchmode™ Offerings (each, a "Dispute") informally. You may notify us of a Dispute by sending a written description of the Dispute, together with your name and contact information, to Meteoric, LLC, 701 Tillery St Ste 12 #B074, Austin, TX 78702, and we may notify you at the e-mail address associated with your Account. If a Dispute is not resolved within sixty (60) days after such notice, either party may commence arbitration as set forth below.

Binding Arbitration. Except as expressly provided below, any Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitration shall be conducted by a single arbitrator, in the county in which you reside or another mutually agreed location, or, where permitted by the applicable rules, by telephone, video conference or written submissions. The arbitrator shall have exclusive authority to resolve any Dispute, including the scope, enforceability and arbitrability of this arbitration agreement, and may award the same damages and relief as a court, on an individual basis only. Judgment on the award may be entered in any court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing: (a) either party may bring an individual action in small claims court for Disputes within that court's jurisdiction; and (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's intellectual property rights.

Class Action and Jury Waiver. YOU AND WATCHMODE™ EACH AGREE THAT ANY DISPUTE SHALL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON. YOU AND WATCHMODE™ EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. If the class action waiver in this Section is found to be unenforceable as to a particular Dispute, then that Dispute (and only that Dispute) shall proceed in a court of competent jurisdiction rather than in arbitration, and the remainder of this Section shall continue to apply.

Batch Arbitration. If twenty-five (25) or more similar demands for arbitration are filed against Watchmode™ by the same or coordinated counsel or parties, the parties agree that the AAA may administer such demands in batches of up to fifty (50), with a single arbitrator and a single set of filing and administrative fees per batch, unless the applicable rules provide otherwise.

Opt-Out. You may opt out of this arbitration agreement and class action waiver within thirty (30) days after first accepting the Agreement by mailing a written, signed opt-out notice that includes your name, the e-mail address associated with your Account and a clear statement that you wish to opt out of arbitration to: Meteoric, LLC, Attn: Arbitration Opt-Out, 701 Tillery St Ste 12 #B074, Austin, TX 78702. Opting out of arbitration will not affect any other provision of the Agreement.

18. Governing Law; Venue

The Agreement and any Dispute shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles, except that the Federal Arbitration Act governs the arbitration agreement in Section 17. Solely with respect to Disputes that are not subject to arbitration under Section 17, you and Watchmode™ consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, provided that nothing in this Section shall deprive you of the protection of mandatory consumer-protection provisions of the law of the jurisdiction in which you reside.

19. Termination; Survival

We may suspend or terminate your Account and/or your access to any or all of the Watchmode™ Offerings at any time, with or without cause and with or without notice, including pursuant to the repeat infringer policy in Section 10. You may stop using the Watchmode™ Offerings and/or close your Account at any time. Upon any termination, all provisions of the Agreement which by their nature should survive shall survive, including, without limitation, Sections 4, 5 (license), 8, 9, 10 and 13 through 21.

20. Mobile App; App Store Terms

The App is licensed, not sold, to you for use strictly in accordance with the Agreement. If you download the App from the Apple® App Store®, the following applies: this Agreement is between you and Meteoric, LLC only, and not with Apple, Inc. ("Apple"); Apple has no obligation to furnish any maintenance or support services with respect to the App; in the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) paid for the App, and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the App; Apple is not responsible for addressing any claims by you or any third party relating to the App, including product liability claims, claims that the App fails to conform to legal or regulatory requirements, and consumer protection claims; in the event of any third-party claim that the App or your use of the App infringes a third party's intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such claim; you represent that you are not located in a country subject to a U.S. Government embargo or designated a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; and Apple and its subsidiaries are third-party beneficiaries of this Agreement with the right to enforce it against you. If you download the App from Google Play®, your use of the App must also comply with the then-current Google Play Terms of Service.

21. Miscellaneous

Except for the API Terms and any other separate written agreement between you and Watchmode™, the Agreement constitutes the entire agreement between you and Watchmode™ regarding the Watchmode™ Offerings and supersedes all prior agreements and understandings on that subject. The API Terms constitute a separate agreement governing access to and use of the developer/API portal and the Watchmode™ APIs and control in the event of a conflict relating to them. If any provision of the Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. Our failure to enforce any provision shall not constitute a waiver. You may not assign the Agreement without our prior written consent; we may assign the Agreement without restriction. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control. You consent to receive communications from us electronically, and you agree that all agreements, notices and disclosures we provide electronically satisfy any legal requirement that such communications be in writing. Notices to us must be sent to Meteoric, LLC, 701 Tillery St Ste 12 #B074, Austin, TX 78702.

22. Contact Information

If you have any questions about these Terms and Conditions, please contact us, call us at (800) 887-1161, or send U.S. mail to Meteoric, LLC, 701 Tillery St Ste 12 #B074, Austin, TX 78702. Copyright-related notices should be directed to our designated agent as described in the DMCA & Copyright Policy.