Terms of Agreement

EFFECTIVE DATE: October 22, 2017

WELCOME

BroadwayHD Terms of Use

 

BroadwayHD is a subscription service which offers subscribers the ability to stream recordings of live stage performances to their televisions, computers and mobile devices. Any use of the BroadwayHD service is subject to these Terms of Use, including without limitation the arbitration, jury waiver and class action waiver clauses set forth below. Please take a moment to carefully review these Terms of Use before using the BroadwayHD service, as they affect your legal rights and remedies, as well as limit the potential liability of BroadwayHD.

 

BroadwayHD is a registered trademark of BroadwayHD LLC.

 

  1. Acceptance of Terms of Use.
    1. Acceptance. These Terms of Use, which include our Privacy Policy (broadwayhd.com/privacy), govern your use of the BroadwayHD service, including without limitation your access to any BroadwayHD programming. Each time you use, visit or browse the BroadwayHD service through any access point (for example, the BroadwayHD website or the BroadwayHD app), you accept and agree to these Terms of Use. If you do not agree to these Terms of Use, do not use the BroadwayHD service. The BroadwayHD service is provided by BroadwayHD LLC.
    2. Changes to Terms of Use.
      1. BroadwayHD may, from time to time, change, modify, add to or remove portions from these Terms of Use, including the Privacy Policy. BroadwayHD make changes for many reasons, such as updates in the BroadwayHD service or changes in the law. Any changed version of the Terms of Use will become effective immediately after we post that changed version to the BroadwayHD site or app. Since the Terms of Use are subject to change, you should review these Terms of Use frequently.
      2. If we make a material change to these Terms of Use, we will also notify registered users of the BroadwayHD service of that change by sending an email to the email address most recently provided to us prior to the material change being made. Therefore, it is important that you keep your account information, including your email address, updated. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior Terms of Use shall continue until sufficient notice to establish a new agreement is given.
  • You use of the BroadwayHD service after the Terms of Use have been changed constitutes your agreement to and acceptance of those changed Terms of Use. You can reject any new, revised or additional terms by canceling your account.
  1. These Terms of Use include the BroadwayHD Privacy Policy. Please review our Privacy Policy to understand our practices regarding personally identifying information and other privacy issues. By agreeing to these Terms of Use, you confirm that you have read in full, and agree to, the terms of the BroadwayHD Privacy Policy.
  1. User Accounts, Passwords and Account Access.
    1. You create a BroadwayHD user account by registering with the BroadwayHD service through the Broadway website or app, or through a third-party service such as Facebook or Twitter. You will need to choose an approved username and password in order to create an account. You will also need to provide BroadwayHD with your email address and a valid method of payment, as well as certain other identifying information (such as your billing address).
    2. If you are the person who creates a BroadwayHD account and provides BroadwayHD with a method of payment, you are considered to be the BroadwayHD account owner. As account owner, you have access to and control over your BroadwayHD account, which control is exercised through use of a password and user name. You are solely responsible for updating and maintaining the truth and accuracy of the personal information you provide to BroadwayHD relating to your account.
    3. You are also solely responsible and liable for the security and confidentiality of your BroadwayHD password and user name; and for restricting access to your BroadwayHD account. In order to maintain exclusive control over your BroadwayHD account, you should not reveal your password to anyone. In addition, in order to stop third parties from contacting BroadwayHD customer service and potentially taking control of your BroadwayHD account, you should not reveal the details of your method of payment (e.g., last four digits of your credit or debit card, or the email address you use for your PayPal account) associated with their account. You must immediately notify BroadwayHD Customer Service of any unauthorized use of your account, password, or username, or any other breach of security.
    4. Passwords and user names must be personal and unique. BroadwayHD recommends a password that contains alphanumeric characters and keyboard symbols (e.g. $, #, * etc.). Your unique username (or email address) may not violate the rights of any person or entity, impersonate any third party or be offensive. BroadwayHD reserves the right to reject the use of any password, username, or email address for any reason in our sole discretion.
    5. Always access your sensitive personal BroadwayHD account information by going directly to the Account icon on the BroadwayHD menu. BroadwayHD will never ask you to communicate your credit card or other account information in an email or text. Any communication asking for credit card or account information to be shared in an email or text is fraudulent, and you should not respond to it - even if it looks authentic. Providing your personal information in response to such a text or email request can result in identity theft. BroadwayHD reserves the right to place any account on hold at any time with or without notification in order to protect BroadwayHD and our partners from suspected fraudulent activity. BroadwayHD is not obligated to credit or discount a subscription for holds placed on any subscriber’s account by either a representative of BroadwayHD or by the automated processes of BroadwayHD.
    6. BroadwayHD does not monitor or review user accounts for authenticity, and are not responsible for any unauthorized accounts that may appear on the BroadwayHD service. BroadwayHD reserves the right to resolve, or chose not to resolve, any dispute regarding the authenticity of a BroadwayHD account as we deem appropriate in our sole discretion, without notice.
    7. You are solely responsible for all use of your BroadwayHD account, including without limitation any use of your account by other members of your household. By allowing others to access your BroadwayHD account, you agree to be responsible for ensuring that those other users comply with these Terms of Use; and you further agree to be responsible for the activity of those other users accessing the BroadwayHD service through your account.
    8. If your BroadwayHD ready device is sold, lost or stolen, you must deactivate that BroadwayHD ready device. If you fail to log out or deactivate your BroadwayHD ready device, third parties will be able to access the BroadwayHD service through your account and may be able to access your personal account information. To deactivate a device, click on the Account button of the BroadwayHD menu and follow the instructions.
    9. By creating a BroadwayHD account, you represent and warrant that you: have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21); have the power and authority to enter into and perform your obligations under these Terms of Use; have only provided information to BroadwayHD which is truthful, accurate and complete; are an authorized signatory on the method of payment you provided to BroadwayHD when you created your account; and are subject to no legal obligation which will be violated by your creation of a BroadwayHD account.
  2. Subscriptions, Free Trials, Billing and Cancellation.
    1. Subscriptions.
      1. Ongoing Subscriptions.BroadwayHD subscriptions works on a month-to-month basis. In order to subscribe to the service, you must create a BroadwayHD account and give BroadwayHD a current, valid, accepted method of payment, such as a credit card. We will bill the monthly subscription fee to your chosen method of payment. Your subscription will renew automatically each month unless and until either you cancel your membership or we terminate it. You must cancel your subscription before it renews each month in order to avoid the billing of the next month's subscription fee to your method of payment. Details about your subscription can be viewed by clicking on the Account link in the BroadwayHD service menu and following the instructions.
      2. Differing Memberships.BroadwayHD may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. Any terms applicable to any given subscription which differ materially from those described in these Terms of Use will be disclosed during the account registration process or in other communications. Unless the user in question cancels the subscription before the promotional period ends BroadwayHD will begin billing the user monthly at the regular subscription price using the payment method provided. If a subscription created while using a promotional code or other credits is canceled, cancellation may be effective immediately.
  • It is very important to understand that BroadwayHD does not send out notices when promotional periods end and when Broadway HD begins to collect subscription fees.
  1. Free Trials.
    1. In certain situations, BroadwayHD offers free trial subscriptions to new subscribers and certain former subscribers. Please note that any free trial subscription will last for a limited time. Unless the user in question cancels the subscription before the free trial period ends BroadwayHD will begin billing the user monthly at the regular subscription price using the payment method provided. If a free subscription is canceled, cancellation may be effective immediately. BroadwayHD reserves the right to determine free subscription eligibility in its absolute discretion.
    2. It is very important to understand that BroadwayHD does not send out notices when free trials end and when Broadway HD begins to collect subscription fees.
  2. Recurring Billing.When you subscribe to the BroadwayHD service and give BroadwayHD a valid method of payment, such as a credit card, you give BroadwayHD permission to charge your monthly subscription fee to that method of payment, as well as any additional charges you incur in any given month through your use of the service (such as taxes and possible transaction fees). The BroadwayHD subscription fee will be billed on the calendar day corresponding to the commencement of your paying subscription (or such other day as BroadwayHD determines in its sole discretion). Recurring billing will continue unless and until you cancel your subscription or your account is suspended or terminated under these Terms of Use. Subscription fees are fully earned upon payment. BroadwayHD reserves the right to change its billing practices, including the timing of periodic payments. In addition, BroadwayHD reserves the right to bill your payment method in anticipation of subscription-related charges. You can see the details of your particular billing cycle by clicking on the “Account” icon in the BroadwayHD menu and following the instructions.
  3. Billing Amounts. By accepting and agreeing to these Terms of Use you acknowledge that the amount billed by BroadwayHD to your method of payment may vary from month to month for various reasons, such as promotional offers and changes in subscription fees, and you authorize BroadwayHD to charge your method of payment for these varying amounts.
  4. Price Changes.BroadwayHD reserves the right to change the subscription price for the BroadwayHD service or any part thereof, in the sole discretion of BroadwayHD. You will be given notice of any such price change before the month in which that price change goes into effect.
  5. No Refunds.It is the policy of BroadwayHD that subscription fees and other charges are non-refundable, in whole or in part. There are no refunds or credits for partially used billing periods. Following the cancelation of your paid subscription, you will have access to the BroadwayHD service through the end of your then-current billing period. BroadwayHD reserves any and all rights it may have at law regarding credits, refunds or any sum billed to your payment method as a result of the modification of the BroadwayHD service, price, Terms of Use or otherwise.
  6. Payment Methods.If you want to use a different method of payment than the one you provided to BroadwayHD at the commencement of your subscription, or if there is a change in your credit card validity or expiration date, you may edit your method of payment by clicking on the Account icon in the BroadwayHD menu and following the instructions. Editing your method of payment may result in a change to your periodic payment dates. BroadwayHD may update your method of payment with information provided by the applicable payment service provider, and you authorize BroadwayHD to continue to charge your subscription fee to the updated method of payment. When you provide BroadwayHD with a method of payment, BroadwayHD will attempt to verify the information you entered by processing a standard authorization hold. You are not charged any fees in connection with this authorization hold.
  7. Unpaid Amounts. If your method of payment expires and you do not edit your account information or cancel your subscription, you authorize BroadwayHD to continue billing you, and you will remain responsible for any uncollected amounts. Accordingly, BroadwayHD reserves the right to retry billing your method of payment after failed attempts. BroadwayHD also reserves the right to pursue you for payment of any unpaid subscription fees and other amounts you owe to BroadwayHD. In addition to remaining liable for all such unpaid amounts, you will also be liable for all costs incurred in connection with the collection of these unpaid amounts, including without limitation bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
  8. Foreign Transaction Fees. The issuer of your method of payment may charge you a foreign transaction fee or other charges. Please refer to your payment service provider for additional information.
  9. Cancellation.You may cancel your BroadwayHD subscription at any time. To cancel, click on the Account icon in the BroadwayHD menu and follow the instructions. You will continue to have access to the BroadwayHD service through the end of your then-current monthly billing period, at which time your account will automatically close. Please note that If you pay for your BroadwayHD subscription through an account with a third party (e.g., Apple iTunes), in order to cancel your BroadwayHD subscription you may have to refer to your account with that third party. We may contact you to ask for additional information in order to be able to process your subscription cancelation.
  1. The BroadwayHD Service Limited, Non-Exclusive License.
    1. The BroadwayHD service is not intended to be used by children. You must be 18 years of age or older to subscribe to BroadwayHD. If you are under the age of 18, you may only access the BroadwayHD service with the permission of a parent or legal guardian.
    2. The content made available to you through the BroadwayHD service is for your personal and non-commercial use only. Your BroadwayHD subscription constitutes a limited, non-exclusive, non-transferable, license to access the BroadwayHD service and view Broadway HD content on a streaming-only basis. You agree to use the service for personal, non-commercial purposes only, and not for public performances. Content on the BroadwayHD service will vary based on rights availability and on the terms of your subscription.
    3. Your BroadwayHD subscription also includes a limited, non-exclusive, non-transferable license to download, install and use the BroadwayHD app; to interact with other BroadwayHD service users through the BroadwayHD website or app; and link to a third-party online service from your BroadwayHD account.
    4. All rights in and to the BroadwayHD service, site and app not otherwise expressly granted to you pursuant to the license contained in these Terms of Use are reserved to BroadwayHD.
  2. BroadwayHD Content, Service Updates and Service Interruptions.
    1. BroadwayHD uses commercially reasonable efforts to maintain the BroadwayHD service. BroadwayHD reserves the right in our sole and absolute discretion, without notice: to make changes from time to time in how we offer and operate the BroadwayHD service; to alter any aspect of the BroadwayHD service; to restrict the times the BroadwayHD service is available; and to restrict the amount of use users are permitted to make of the BroadwayHD service.
    2. You should be aware that we continually update the BroadwayHD service, including the content library. Therefore, the availability of BroadwayHD programming, materials and content will change from time to time, and will vary from country to country
    3. In addition, BroadwayHD continually tests various aspects of our service, including our website, user interfaces, service levels, plans, promotional features, delivery and pricing. We may include you in or exclude you from any or all of these tests without notice.
    4. The quality of your BroadwayHD viewing experience, including resolution, may be affected by the format of the material in question, your location, the speed and bandwidth of your internet service, and the devices used, among other factors. HD and 4K Ultra HD availability for certain material depends on your internet service and device capabilities. The time it takes you to begin playing programming will vary based on a number of factors, including your location, internet bandwidth, the number of devices simultaneously connecting to the same network, the programming you have selected, and the configuration of the device you are using. As a result, BroadwayHD is unable to make any warranties about our programming in these respects.
    5. BroadwayHD will make commercially reasonable efforts to correct errors and defects in the BroadwayHD service upon discovery. BroadwayHD reserves the right to cancel any stated offer and/ or order, and to correct any errors, inaccuracies or omissions even after an order has been paid for; provided, however, that BroadwayHD will issue an appropriate credit or refund within a reasonable time after an order has been canceled by BroadwayHD.
    6. BroadwayHD may, in our sole discretion and without advance notice or liability, immediately suspend or terminate the availability of the BroadwayHD service, BroadwayHD content or any part thereof, for any reason or for no reason.
    7. BroadwayHD is based in the United States of America, and makes no representation that the BroadwayHD service is appropriate or available for use outside of the U.S. If you are using the BroadwayHD service from a location outside of the U.S., you do so on your own initiative and are fully responsible for complying with any and all local laws regarding your online conduct and acceptable content.
  3. Linked Destinations, Advertising and Third-Party Apps.
    1. The BroadwayHD service may contain third party plug-ins, apps, ads, tools and/or other content, as well as links to third-party websites or services, including social media services such as Facebook and Twitter. BroadwayHD may also host our content on third party services.
    2. BroadwayHD has no control of any such third-party plug-ins, apps, ads, tools, content, websites or services, even if BroadwayHD provides a link or pointer to such plug-ins, apps, ads, tools, content, websites or services or if such plug-ins, apps, ads, tools, content, websites or services are offered in conjunction with a promotional subscription to BroadwayHD.
    3. Without limiting the foregoing, BroadwayHD does not endorse any third-party product, service or website, even if such product, service or website is advertised on the BroadwayHD service, and shall not be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of any third-party product, service or website.
    4. Any dealings you have with any third-party advertisers while using the BroadwayHD service are between you and that third-party advertiser.
    5. These Terms of Use do not govern third-party websites or services. When you click on a third-party link within the BroadwayHD service, including without limitation links in advertisements, BroadwayHD will not warn you that you have left the BroadwayHD service and are subject to the terms and conditions (including privacy policies) of another website or service. Any activities you engage in connection with any such third-party website or service, including without limitation any disclosure of personal information, are subject to the Terms of Use and Privacy Policy of that third-party website or service, and before you engage in any transactions on any third-party website or service you should review the applicable Terms of Use and Privacy Policy.
    6. The Broadway HD service may allow you to register for our service through a third-party service such as Facebook or Twitter, or share information from the BroadwayHD service with such a third-party service. When you register for the BroadwayHD service in this manner, or share information across services, other users of the BroadwayHD service may gain access to information about your social network, such as the size of your network and your friends, including common friends. By connecting your BroadwayHD account with your account on any social media service in the manners discussed above, you consent to the continuous release of information about you by that third-party service to BroadwayHD, and acknowledge that BroadwayHD has no obligation to keep such information confidential. For more information about the implications of registering for the BroadwayHD service in this manner, please refer to the BroadwayHD Privacy Policy.
    7. From time to time, the BroadwayHD service may make available to users promotions, sweepstakes, contests, games of skill, coupons, gifts and premiums offered by unrelated third parties. Should you choose to participate in any such third-party offers, you do so at your own risk and all of the terms, conditions, warranties or representations associated with such third-party offers are solely between you and that third party. Under no circumstances will BroadwayHD be responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your participation in any such third-party offer.
  4. Gifts and Promotions.Gift cards redeemable for the BroadwayHD service may be available for purchase on the BroadwayHD website and at third-party retail outlets and websites. The purchase and redemption of gift cards are subject to the BroadwayHD gift card terms and conditions, which can be located on the BroadwayHD website. Promotional codes may be redeemed as described in the specifics of the promotion. Gift cards and promotional codes can only be used once, cannot be redeemed for cash, and may be combined with a free trial of the BroadwayHD service. BroadwayHD gift cards may not be used in conjunction with or in addition to any special offer unless the terms of the special offer expressly indicate otherwise. From time to time, other types of BroadwayHD promotional codes may be available, including those provided as part of a third-party promotion. If you received a promotional code through an offer by a third party, additional conditions may apply.
  5. User Generated Content.
    1. As part of the BroadwayHD service, you may have an opportunity to post user-generated materials in the form of text (such as reviews, messages, comments, questions, responses or suggestions), images (such as illustrations, graphics, photos or videos) sounds (such as music or your voice), files, personally identifiable information, feedback, ideas or other information. These posts may or may not be in response to BroadwayHD content, either available through the site or hosted on third party platforms, or in connection with a BroadwayHD promotion, sweepstakes or contest. These posts may or may not be on the Broadway HD site, on a BroadwayHD page social media platform (such as a Facebook page) or made in response to a BroadwayHD tweet.
    2. Material you post to the BroadwayHD service will be treated as non-confidential and non-proprietary, even if you mark the material as confidential or proprietary, and will not be returned. You acknowledge that the internet and mobile communications are insecure and subject to breaches of security, and that you post material to the BroadwayHD service at your own risk.
    3. Please be aware that if you include personal information in any materials you post to the BroadwayHD service, that personal information will be made public. Also, if you post materials on the BroadwayHD service using a third-party service, such as a social media network, your first and last name or other identifying information may be made public. BroadwayHD discourages its users from posting personal information to the BroadwayHD service, such as email addresses, telephone numbers or physical addresses.
    4. By submitting material to the BroadwayHD service, you represent and warrant that: you either own that material, that you have obtained permission from the third party owner of that material to submit that material or that you otherwise have the right to grant BroadwayHD the license set forth below in that material; that the posted material does not violate any right of any kind of any third party, including without limitation privacy rights, publicity rights, and intellectual property rights; the material does not contain any personally identifiable material about any third party; you are at least 18 years of age and/ or have obtained any and all proper consents from the parent or legal guardian of any minor who is depicted in or contributed to the posted material; the material is true and accurate; and that the posted material will not violate these Terms of Use or any applicable or cause injury or harm to any person. Upon request, you will provide BroadwayHD with any and all documentation necessary to authenticate your right to post any given materials to the BroadwayHD service and to verify your compliance with these Terms of Use.
    5. In addition, you agree to pay for all royalties, fees, and other payments owed to any third party by reason of your posting material to the BroadwayHD service.
    6. If you believe someone has posted material to the BroadwayHD service that violates your rights, please follow the procedure set forth below in the section of these Terms of Use that discuss copyright infringement and the Digital Millennium Copyright Act.
    7. By posting material to the BroadwayHD service, you grant BroadwayHD and its users an unconditional, irrevocable, fully paid, royalty-free, worldwide perpetual transferable license to use, copy, record, display, publicly perform, reproduce, distribute, publish, disclose, sell, re-sell, sub-license, modify, delete from, add to, prepare derivative works of, translate, advertise, market, promote and otherwise use and exploit all or any part of that material for any purpose whatsoever in any media now known or hereinafter created. The afore-described license also includes the right to combine your material, in whole or in part, with materials belonging to third parties.
    8. In order to further effect the rights and license that you grant BroadwayHD in and to any material you post to the BroadwayHD service, you also hereby grant to BroadwayHD the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with your material without any obligation or remuneration to you, including without limitation in advertisements, promotions and marketing materials. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including without limitation attribution and integrity) that you may have in any material you post to the BroadwayHD service, even if that material is altered or changed in a manner not agreeable to you, together with any rental rights, neighbouring rights or rights arising under any treaty. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in these Terms of Use.
    9. Except to the extent of the rights and license in your material you grant to BroadwayHD under these Terms of Use, you retain whatever legally cognizable right, title, and interest that you have in your material.
    10. You must not post any materials that violate the BroadwayHD Code of Conduct included in these Terms of Service. You hereby consent to the removal of such material from the BroadwayHD service and waive any claim against BroadwayHD you may otherwise have in connection with any such removal.
    11. BroadwayHD reserves the right, but does not assume the obligation, to monitor any and all material posted to the BroadwayHD service by users, and to restrict, remove, re-format or decline to post without notice any material that we determine, in our sole discretion, violates the BroadwayHD Code of Conduct, or is inappropriate or offensive for any reason. BroadwayHD shall not be responsible for any failure to, or delay in, removing any user-posted materials.
    12. You may request that BroadwayHD remove any material you have posted to the BroadwayHD site by contacting Customer Support. Broadway HD typically will not remove material you have posted publicly, and any decision to remove such material from the BroadwayHD site will be made by BroadwayHD in our sole discretion. Please note that it is not always possible to completely remove or delete material from the Broadway HD site, and neither you nor Broadway HD can delete all copies of information that has been previously shared with others.
    13. BroadwayHD has no control over materials posted to the service by users and does not endorse any such materials. Materials posted by users do not reflect the opinions or policies of BroadwayHD. BroadwayHD specifically disclaims any responsibility or liability whatsoever for any material posted to the BroadwayHD service by users to the full extent permitted under applicable law, and you agree to waive any legal or equitable rights or remedies you may have against BroadwayHD with respect to any such material. Therefore, you bear the risk associated with your use of any material posted to the BroadwayHD service by users, including without limitation any reliance you may have on the accurateness, completeness or usefulness of such materials.
    14. While BroadwayHD does require its users to refrain from posting inappropriate or offensive materials to the Broadway HD service, appropriateness and offensiveness are subjective standards. Also, BroadwayHD divides its content into types, genres, categories, and descriptions to help with service navigation, and BroadwayHD does not guarantee that you will agree with them. By using the BroadwayHD service you consent to potentially encountering material you find offensive or inappropriate. If you do encounter any material you find to be offensive or inappropriate, or otherwise in violation of these Terms of Use, you may report that material in an email addressed to legal@broadwayhd.com.
    15. When posting material to the BroadwayHD service, be advised that BroadwayHD does not seek or accept any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including without limitation ideas, concepts, story lines, inventions, suggestions or designs for music, websites, apps, books, scripts, articles, screenplays, motion pictures, television shows, theatrical productions, fan fiction, characters or drawings. Therefore, any similarity between an unsolicited ideas or materials you submit to BroadwayHD and any elements in any BroadwayHD creative work, content, product or service would be purely coincidental. In addition, BroadwayHD retains all of the rights held by members of the general public with regard to your unsolicited ideas and materials. Receipt by BroadwayHD receipt of your unsolicited ideas or materials is not an admission by BroadwayHD of their novelty, priority, or originality, and it does not impair the right of BroadwayHD to contest existing or future alleged intellectual property rights relating to your unsolicited ideas or materials. 
    16. Without limiting the foregoing, by accepting and agreeing to these Terms of Use you acknowledge that any unsolicited ideas and materials you submit to BroadwayHD are subject to the unconditional, irrevocable, fully paid, royalty-free, worldwide perpetual license described above.
    17. BroadwayHD has no duty or obligation to back-up or store materials posted to the BroadwayHD service by users. You are solely responsible for backing up any material you wish to protect.
  6. The BroadwayHD Code of Conduct. You may only use the BroadwayHD service for lawful, non-commercial and appropriate purposes. In addition, so as to protect the rights of BroadwayHD, its users and its licensors by agreeing to these Terms of Use you agree to refrain from engaging in any of the following activities:
    1. Engaging in any conduct that violates the rights of others, including without limitation patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
    2. Accessing the BroadwayHD service or content through any automated means, including "robots," "spiders," or "offline readers";
    3. Modifying, editing, adapting or translating any BroadwayHD content or creating any derivative works based on any BroadwayHD content;
    4. Inserting any code to manipulate any BroadwayHD content;
    5. Introducing viruses or any other malicious computer code, files, or programs into the BroadwayHD service designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the BroadwayHD service;
    6. Circumventing, removing, altering, deactivating, degrading or thwarting any digital rights management mechanism, device or other content protection or access control measure incorporated into the BroadwayHD service;
    7. Decompiling, reverse engineering, disassembling modifying, enhancing, removing, disabling, interfering with or otherwise altering any software or other products or processes accessible through the BroadwayHD service, including without limitation the BroadwayHD app, the BroadwayHD video player and the underlying technology thereof;
    8. Using any data mining, data gathering or extraction method in connection with the BroadwayHD service;
    9. Embedding the BroadwayHD video player into any hardware or software application, even for non-commercial purposes, or framing or otherwise simulating the appearance or functions of the BroadwayHD service or any portion thereof;
    10. Directly or indirectly removing or altering any notice of copyright or trademark incorporated into any BroadwayHD content;
    11. Copying, downloading, re-selling or distributing any BroadwayHD content, including without limitation retransmitting any BroadwayHD content via frames, in-line links or other means;
    12. Using BroadwayHD content, trademarks, service marks, trade names, trade dress or logos in a manner that suggests an unauthorized association with any product, service or brand;
    13. Gaining unauthorized access to the BroadwayHD service or any other computer network or equipment;
    14. Using technologies to access BroadwayHD content from territories where BroadwayHD does not have rights or that are not permitted by the terms of your subscription;
    15. Interfering with any advertising on the BroadwayHD service;
    16. Using the BroadwayHD service to advertise or promote any services, send spam or send any other unsolicited communications of any kind;
    17. Collecting information in violation of the Privacy Policy of BroadwayHD;
    18. Encouraging conduct that would constitute a criminal offense, violate any right of any kind of any third party or give rise to civil liability;
    19. Interfering with any other party's use and enjoyment of the BroadwayHD service;
    20. Impersonating any third party or misrepresenting your identity;
    21. Using the BroadwayHD service to harvest information about BroadwayHD users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk email or other communications to those users, including without limitation fraudulent schemes or any other form of solicitation;
    22. Engaging in any activities through or in connection with the BroadwayHD service intended to harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any kind of any third party;
    23. Disseminating information or material that is, or to a reasonable person appears to be, false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of the privacy rights of a third party, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; or
    24. Attempting or threatening to do any of the foregoing.
  7. Investigations. BroadwayHD reserved the right, without limitation, to investigate any alleged or suspected breach of these Terms of Use, including without limitation the Privacy Policy and Code of Conduct; as well as any suspected breach of the security of the BroadwayHD service. Further, BroadwayHD reserves the right to cooperate with law enforcement in connection with investigations of the foregoing and other matters.
  8. Account Termination. Your BroadwayHD subscription is limited and revocable. BroadwayHD reserves the right to terminate your account or restrict your use of the BroadwayHD service, without compensation, liability or notice, if you are, or if BroadwayHD determines in our sole discretion that you are: in violation of any of these Terms of Use; engaging in illegal or improper use of the BroadwayHD service; engaging in other inappropriate conduct; no longer actively using the BroadwayHD service; or for any other reasons as determined in the sole discretion of BroadwayHD. BroadwayHD also reserves the right to terminate your account if your use of the BroadwayHD service places an undue burden on the networks or servers of BroadwayHD, or for any other business reason. BroadwayHD shall have no liability to you or to any third party in connection with any such termination of your BroadwayHD account. In the event of any such termination you agree not to circumvent, avoid or bypass any such termination of your BroadwayHD subscription or attempt to restore access to the BroadwayHD service. The provisions of these Terms of Use which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to BroadwayHD in these Terms of Use, as well as the indemnities, releases, disclaimers, limitations on liability and the provisions regarding jurisdiction, choice of law, class actions and mandatory arbitration.
  9. Communications from BroadwayHD.
    1. From time to time, we may communicate with you about the BroadwayHD service and your account or subscription electronically. These communications may involve sending emails to your email address provided during registration; or we may communicate with you by posting communications on the BroadwayHD service. Such notices may include information about your account and subscription (e.g., payment authorizations, change in password or method of payment, confirmation e-mails and other transactional information) and are part of your relationship with BroadwayHD. By using the BroadwayHD service you consent to receiving electronic communication from BroadwayHD and you agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
    2. By using the BroadwayHD service, you also consent to receiving certain other promotional communications from us, such as newsletters about new BroadwayHD features and content, special offers, promotional announcements and customer surveys via email or other methods. These communications may be electronic. For information about opting out receiving promotional communications, refer to the BroadwayHD Privacy Policy.
  10. Technical Requirements.
    1. In order to access the BroadwayHD service, you will need: a computer, mobile device, streaming media player, or other device that meets the system and compatibility requirements established by BroadwayHD from time to time; and a high-speed broadband, wireless or similar internet connection from an internet service provider that meets certain technical specifications. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access and use the BroadwayHD service or any part thereof.
    2. The minimum connection speed for SD quality video is 0.5 Mbps; however, BroadwayHD recommends a faster connection for improved video quality. A download speed of at least 5.0 Mbps per stream is recommended to receive HD content (defined as a resolution of 720p or higher). A download speed of at least 25.0 Mbps per stream is recommended to receive Ultra HD (defined as a resolution of 1080p or higher) and HDR content. HD, Ultra HD and HDR availability is subject to your internet service and device capabilities. Not all BroadwayHD content is available in all formats, such as HD, Ultra HD or HDR. Please note that the number of simultaneous streams you can access may vary and that viewing multiple simultaneous content streams, as well as HD and 4K Ultra HD Content, may require higher internet bandwidth.
    3. In order to access BroadwayHD content on your mobile device, you will need to download and install the BroadwayHD app from the app store for your device. The BroadwayHD app is designed to enable streaming and viewing of BroadwayHD content through BroadwayHD ready devices. This app may vary by device, and functionalities may also differ between devices. Please note that Default playback settings on cellular networks exclude HD, Ultra HD and HDR content.
    4. In order to access certain BroadwayHD content, you may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms of Use.
    5. You are responsible for all internet access charges incurred in connection with your use of the BroadwayHD service. Please check with your internet service provider for information on possible internet data usage charges. Please note that your use of the BroadwayHD service may count toward your data usage, depending on the terms of your agreement with your internet service provider.
    6. BroadwayHD makes no representations or warranties about the quality of your viewing experience on any or all of your devices. The time it takes to begin watching BroadwayHD programming on any given BroadwayHD ready device will vary based on a number of factors, including your location, available bandwidth at the time, the BroadwayHD programming you have selected and the configuration of your device. The quality of the display of BroadwayHD programming may vary from program to program, and from device to device.
  11. Customer Support. If you have a question regarding the BroadwayHD service, you may contact BroadwayHD Customer Support at support@broadwayhd.com. Please note that Customer Support personnel cannot change or waive these Terms of Use.
  12. Intellectual Property.
    1. BroadwayHD owns and retains all right, title and interest in and to the BroadwayHD service and the selection and arrangement of the content on the BroadwayHD service, including without limitation any and all rights under copyright, trademark, trade dress and other intellectual property laws. BroadwayHD specifically reserves any and all rights it may have under state and Federal unfair competition and trade regulation laws.
    2. BroadwayHD is a registered trademark owned by BroadwayHD LLC.
    3. Your subscription to the BroadwayHD service does not constitute a transfer of any rights under copyright, trademark, trade dress or any other law. As between you and BroadwayHD, any and all rights in and to the BroadwayHD service and content under any and all intellectual property and other laws are expressly reserved to BroadwayHD. You agree not to archive, download (other than through caching necessary for personal use), reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Broadway HD service without express written permission from Broadway HD and its licensors. Any unauthorized use of the BroadwayHD service or any BroadwayHD content for any purpose is strictly prohibited.
    4. Third-party licensors, including without limitation users, may also have rights in and to the content available through the Broadway HD service, under copyright, trademark, trade dress and otherwise.
    5. You agree to use the BroadwayHD service, including all features and functionalities associated therewith, in accordance with all applicable intellectual property laws, rules and regulations, or other restrictions on use of the service or content therein, and to respect the intellectual property rights of third parties. Please note that your unauthorized use of BroadwayHD content may violate the rights of others and applicable laws, and may result in your civil and criminal liability.
  13. Copyright and Digital Millennium Copyright Act ("DMCA") Notices.
    1. If you believe that any material available on the BroadwayHD service has been copied in a way that violates your intellectual property rights, including without limitation your rights under copyright, please send an email to the BroadwayHD Copyright Agent at copyright@broadwayhd.com containing the following information:

 

  1. an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright or other intellectual property right in question;
  2. a description of the copyrighted or otherwise protected material that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the BroadwayHD service sufficient to allow us to locate the allegedly infringing material;
  1. your address, telephone number and email address;
  2. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other rights owner, its agent, or the law; and
  3. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  1. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalid notice under the DMCA.
  2. If you believe that material that was removed (or to which access was disabled) in accordance with a ‘take-down’ notice is not infringing, or that you have authorization from the copyright or other rights owner, the owner’s agent, or pursuant to the law to post and use such material, you may send a counter-notice containing the following information to the BroadwayHD copyright agent at copyright@broadewayhd.com containing:
    1. your physical or electronic signature;
      1. a description of the copyrighted or otherwise protected material that has been removed or to which access has been disabled and the location at which the material appeared on the BroadwayHD service before it was removed or disabled;
      2. a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
      3. your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
  1. If a counter-notice is received by the Copyright Agent, BroadwayHD may send a copy of the counter-notice to the original complaining party informing that person that BroadwayHD may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the person providing such material, the removed material may be replaced, or access to it restored, in 10 business days or more after notifying the complaining party, in the sole discretion of BroadwayHD.
  2. The BroadwayHD Copyright Agent is: Thomas D. Selz, Esq., Frankfurt, Kurnit, Klein and Selz, 488 Madison Avenue, 10th Floor, New York, NY 10022, tselz@fkks.com.
  1. Dispute Resolution.
    1. You hereby agree that any dispute, claim or controversy arising out of or relating in any way to the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy) shall be determined by binding arbitration or in small claims court; that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision; and that you and BroadwayHD are each waiving the right to a trial by jury or to participate in a class action.
    2. If you elect to seek arbitration or file a small claim court action, you must first send BroadwayHD, by certified mail, a written Demand for Arbitration to BroadwayHD LLC, 36 West 44th Street, Suite 400, New York, NY 20036 Attn: Legal. If BroadwayHD initiates arbitration, it will send a written notice of claim to the email address used for your membership account. You may download or copy a Demand for Arbitration Form at www.jamsadr.com.
    3. Before commencing an arbitration or small claims court action, you and BroadwayHD agree to negotiate in good faith regarding the resolution of the dispute in question for a period of 30 days from the date the Demand for Arbitration was received. If BroadwayHD and you do not reach an agreement to resolve the claim within that 30-day period, you or BroadwayHD may commence an arbitration proceeding or file a claim in small claims court. Notwithstanding the foregoing, in the event BroadwayHD has an intellectual property claim against you BroadwayHD need not send you a Demand for Arbitration or negotiate for 30 days before commencing an arbitration or action in small claims court; further, BroadwayHD may seek provisional remedies (such as preliminary injunctive relief) before the expiration of the 30-day negotiation period.
    4. All actions or proceedings arising in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy) shall be submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, such arbitration to be held in New York, New York, before a single arbitrator. The arbitrator shall be selected by the mutual agreement of the parties or, if the parties cannot agree, then by striking names from a list of arbitrators supplied by JAMS. The arbitrator shall be bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including without limitation issues relating to the scope and enforceability of this agreement to arbitrate. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a party may disclose information relating to the arbitration proceedings to its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the parties that is the subject of arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Except as specifically provided to the contrary in these Terms of Use, neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, BroadwayHD may seek pendente lite relief (subject to the provisions of these Terms of Use waiving or limiting that relief) in a court of competent jurisdiction in New York, New York or such other court that may have jurisdiction over you, without thereby waiving its right to arbitration of the dispute or controversy under these Terms of Use; provided further, however, that the losing party shall have fifteen (15) business days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing party may enforce such decision by a petition to the appropriate court having jurisdiction, which petition may be made ex parte, for confirmation and enforcement of the awardIf any action at law or in equity is necessary to enforce any arbitration award, each party shall bear their own costs and expenses except as may be awarded by a court having jurisdiction over the subject matter.
    5. Notwithstanding the foregoing, you and BroadwayHD each consent to the other pursuing any claim that is within the jurisdiction of small claim court in that court instead of through arbitration, as long as the claim is brought on an individual basis.
    6. You and BroadwayHD agree to bring any claim arising in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy) within 1 year after the claim arises. If a claim is not brought within that 1 year period, it shall be permanently waived, without regard to the venue in which the claim could have been brought.
    7. Without limiting the generality of the forgoing, if you claim that you have incurred any loss, damages or injuries in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy), such loss, damages or injuries shall not be deemed irreparable and you hereby irrevocably waive any right to seek and/or obtain injunctive or other equitable relief of any kind. Further, you agree that you will not seek, or be permitted to obtain, any court order or other action to enjoin or restrain or otherwise impede the production, distribution, exhibition or other exploitation of any motion picture, production or project related to BroadwayHD, its parents, subsidiaries, affiliates of licensors, or the use, publication or distribution of any advertising in connection therewith.
    8. YOU AND BROADWAYHD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS. FURTHER, YOU AND BROADWAYHD AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE YOUR CLAIM WITH THE CLAIMS OF ANY THIRD PARTIES, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
    9. Jurisdiction and venue for all claims claim arising in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy) shall be in New York, New York. Each party submits to personal jurisdiction and venue in New York, New York for any and all purposes.
    10. The parties hereby waive their right to a jury trial with respect to all actions or proceedings arising in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy).
    11. This dispute resolution provision shall remain in full force and effect notwithstanding any termination or cancelation of your BroadwayHD account or subscription, or of your use of the BroadwayHD service.
    12. This arbitration clause shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and is enforceable pursuant to its terms on a self-executing basis. You and BroadwayHD agree that we intend that these Terms of Use satisfy the "writing" requirement of the Federal Arbitration Act. This arbitration clause can only be amended by mutual agreement.
  2. Legal Notices. All legal notices to us must be sent to: BroadwayHD LLC, 36 West 44th Street, Suite 400, New York, NY 10036 Attn: Legal.
  3. Choice of Law. These Terms of Use, and any actions or proceedings arising in connection with the BroadwayHD service and these Terms of Use (including the BroadwayHD Privacy Policy) will be governed by and construed in accordance with the laws of the State of New York applicable to agreement entered into and to be entirely performed therein, without regard to its conflicts of law provisions that might apply the laws of another jurisdiction. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence. Subject to the Dispute Resolution section of these Terms of Use, you irrevocably consent to the jurisdiction of the state and Federal courts sitting in New York, New York and waive your right to claim that any such court is an inconvenient forum.
  4. Disclaimers of Warranties and Limitations on Liability.
    1. THE BROADWAYHD SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL BROADWAYHD CONTENT AND/ OR SOFTWARE, LICENSED ELEMENTS, USER GENERATED CONTENT, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE BROADWAYHD SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION, WARRANTY, ENDORSEMENT OR PROMISE OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, BROADWAYHD AND OUR DIRECT OR INDIRECT PARENTS, SUBSIDIARIES AND AFFILIATES,AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIFRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONRTACTORS, CUSTOMERS, USERS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTIES OR REPRESENTATIONS: OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, NONINFRINGEMENT OR MISAPPROPRIATION; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT ANY INFORMATION ON THE SERVICES WILL BE ACCURATE OR RELIABLE; THAT THE QUALITY OF ANY BROADWAYHD CONTENT OR SERVICES WILL MEET YOUR EXPECTATIONS; OR THAT THE BROADWAYHD SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. BROADWAYHD SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF BROADWAYHD READY DEVICES, BROADWAYHD SOFTWARE AND/ OR THE BROADWAYHD APP (INCLUDING WITHOUT LIMITATION THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE). BY USING THE BROADWAYHD SERVICE, YOU AGREE TO LOOK SOLELY TO THE ENTITY THAT MANUFACTURTED AND/ OR SOLD YOU ANY BROADWAYHD READY DEVICE REGARDING ANY ISSUES RELATED TO THAT DEVICE AND ITS COMPATIBILITY WITH THE BROADWAYHD SERVICE.
    2. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL BROADWAYHD AND ITS AFFILIATES, SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, BUSINESS PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOST PROFIT DAMAGES, WHETHER ARISING FROM NEGLIGENCE OR ANY OTHER TORT-BASED CLAIM, FROM BREACH OF CONTRACT OR ANY OTHER CONTRACT-BASED CLAIM, FROM STRICT LIABILITY OR FROM UNDER ANY OTHER THEORY INCLUDING WIHTOUT LIMITATION DEFAMATION, PRIVACY RIGHTS, PUBLICITY RIGHTS OR THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY CAUSED BY THE EXHIBITION, DISTRIBUTION OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED IN THE BROADWAYHD SERVICE OR IN ANY THIRD-PARTY SERVICE OR PLATFORM OR OTHERWISE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WERE FORESEEABLE OR SHOULD HAVE BEEN KNOWN, OR IF BROADWAYHD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMNERS, EXCLUSIONS AND/ OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU.
    4. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY APPLICABLE NON-WAIVABLE STATUTORY RIGHTS.
    5. IN NO EVENT SHALL THE TOTAL LIABILITY OF BROADWAYHD TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE EXCEED THE LESSER OF $50 AND THE TOTAL AMOUNT PAID BY YOU TO BROADWAYHD, IF ANY, FOR ACCESSING OR PARTICIPATING IN THE BROADWAYHD SERVICE OR ANY BROADWAYHD RELATED ACTIVITY.
    6. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BROADWAYHD, ITS AFFILIATES, SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, INVESTORS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, BUSINESS PARTNERS, SUPPLIERS OR LICENSORS FROM AND AGAINST ANY AND ALL LIABILITIES, JUDGMENTS, FINES, PENALTIES, SETTLEMENTS, CLAIMS, DAMAGES, EXPENSES (INCLUDING WITHOUT LIMITATIOM REASONABLE ATTORNEYS' FEES AND COSTS), AND OTHER LOSSES ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OF USE, YOUR USE OF THE BROADWAYHD SERVICE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY OR ALL BROADWAYHD CONTENT OR YOUR POSTING OF MATERIALS TO THE BROADWAYHD SERVICE) OR YOUR UNLAWFUL, NEGLIGENT OR RECKLESS CONDUCT. BROADWAYHD RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. YOU WILL COOPERATE AS FULLY AS REQUESTED BY BROADWAYHD IN THE DEFENSE OF ANY SUCH CLAIM OR LOSS. YOU WILL NOT SETTLE ANY SUCH CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF BROADWAYHD.
  5. Export Controls.The transmission of software and technical data in connection with the BroadwayHD service is subject to export control laws. You agree to comply with all applicable export control laws with respect to the transmission of technical data exported from the United States, where BroadwayHD is located, or the country in which you reside.
  6. Integration. These Terms of Use (including the BroadwayHD Privacy Policy), as same may be amended from time to time, constitute the entire legal agreement between you and BroadwayHD and supersedes any previous agreement between you.
  7. Force Majeure. If the performance of any part of these Terms of Use (including the BroadwayHD Privacy Policy) by either Broadway HD or you (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.
  8. No Waiver. The waiver by BroadwayHD of a breach of any of these Terms of Use (including the BroadwayHD Privacy Policy) shall not be deemed a waiver of any similar or subsequent breach.
  9. Assignment. These Terms of Use are not assignable by you, and your obligations hereunder may not be delegated to a third party. BroadwayHD reserves its right to assign these Terms of Use in whole or in part to any third party at any time without notice
  10. Survival. If any provision of these Terms of Use is determined to be unlawful, void, invalid, illegal or unenforceable, the remaining provisions of these Terms of Use shall survive such determination and continue in full force and effect.
  11. Paragraph Headings. The captions and headings of these Terms of Use are included for ease of reference only and will be disregarded in interpreting and construing the agreement these terms.