TERMS AND CONDITIONS
Upstream is an electronic Transactional Video-On-Demand (“TVOD”) access to internet, website, and wireless/mobile users through an online streaming platform made available by Ronald Stephen Monteverde and Sphere Entertainment, Inc. (“Monteverde and Sphere”, “we” or “us”).
By accessing or using the Service, you acknowledge, agree and confirm that you have read, understood and accept these Terms and any amendments thereto. We encourage you to read and review these Terms prior to using the Service as we may change, amend or modify these Terms from time to time without prior notice.
Purchase of UPSTREAM Content
Your contract for the purchase of the Content is completed once you receive notice from Upstream confirming your purchase of the Content.
CONDITIONS ON CONTENT PURCHASE
All digital tickets bought through GMovies for the Content distributed by Upstream are non-refundable, non-transferable, and are not available for exchange. In case of cancellation or re-scheduling of the movie streaming on our part, we will refund the value of the digital ticket purchased for the cancelled Content streaming.
Price and Taxes, THIRD PARTY FEES
Price and Tax
The price and availability of the Content provided by us on Upstream are subject to change at any time prior to purchase. The price is inclusive of any taxes that may be owing under our agreement.
You are responsible for any convenience fee or service fees that may be imposed by GMovies or any payment gateway service providers; or any access or data fees incurred from third parties (such as your Internet provider or mobile carrier) in connection with your use of the Service.
All sales are final. Except as expressly set out in our refund policies, all sales are final. If a replacement or refund is granted for any transaction, the transaction may be reversed, and you may no longer be able to access the Content that you acquired through that transaction.
Use of the Service
By purchasing a digital ticket, you will be able to access the specific Content or title on Upstream during the limited period specified thereon.
We may from time to time place limits on the number of devices or software applications you may use to access Content.
You acknowledge, understand and agree that we may withdraw, cancel, suspend, modify, discontinue, or change the showing schedule of a Content, the ticket price or terms. In such instances, you shall not have any recourse against Monteverde and Sphere, its parent, subsidiaries and affiliated companies (the “Affiliates”), their directors, stockholders, employees and/or representatives in connection with the exercise of your rights, and implementation thereof except to cancel and refund your digital ticket in accordance with our refund policy.
We may insert, serve, show or display advertisements, commercials, pre-rolls, mid-rolls, end-rolls, banners, of or for their own or their affiliates’ products or services (“Advertisements”) and/or products or services of third-party advertisers (“Third Party Advertisements”) on any Content shown on Upstream, for which we may derive advertising or sponsorship revenue. You acknowledge, understand and agree that we are and shall not be liable nor responsible for Third Party Advertisements, and that you shall not have any recourse against, and shall hold us free and harmless, from and against any and all claims, damages, cost, liability or suit arising out of or in connection with any Third Party Advertisement on the Service, including but not limited to claims for infringement, invasion of privacy, defamation, libel.
You may access the Content where we have offered the Service and where we have the license to stream such Content. The Content that may be available for you to watch will vary and will change from time to time.
The streaming and quality of Content on the Service may vary due to different factors such as type of device, location, internet speed/bandwidth, and the type the Content (high definition, etc.). To avail of the Service, you will need internet access. The fee that you pay us for accessing a Content does not include internet access. You shall solely be responsible for procuring, maintaining, and paying the fees for your internet service to your internet service provider.
Unless otherwise stated, Monteverde and Sphere, and/or its 3rd party partners own the intellectual property rights in the Service, whether through the website or app. You must not republish material, sell, rent or sub-license material, reproduce, duplicate, copy or otherwise exploit material for commercial purposes, edit or otherwise modify or redistribute material from the website or app.
Illegal, unauthorized or fraudulent use of the Service, whether through the website or app will be construed as a violation of these Terms. We may cancel or dishonor the digital ticket for Content obtained through illegal, unauthorized or fraudulent use of the Service.
For the avoidance of doubt, “illegal, unauthorized or fraudulent use of the Service includes, but is not limited to: (1) using the digital tickets for Content purchased through the Service to conduct illegal ticket sale or resale through any means, medium, or channel; (2) using any passcode, promo code, discount code, or password to participate in any sale, or any other offer on Upstream if you are not the intended recipient of the codes or passwords used in purchasing the digital tickets for Content; or (3) any analogous cases.
In order to use Upstream, you must have a valid account, subject to the following age restrictions. If you are a minor, you must have your parent or legal guardian’s permission to use Upstream and to accept these Terms.
Information about You
Upstream’s privacy policies explain how we treat your personal data and protect your privacy when using the Service. Upstream may need to provide your personal information, such as your name, mobile number, and email address, to 3rd party service providers for purposes of processing your transactions for purchase of digital ticket for Content. Our 3rd party service providers will use your personal information in accordance with their privacy policies.
Unauthorized Access to Accounts
You must keep your account details secure and must not share them with anyone else. You must not collect or harvest any personal data of any user of Upstream, including account names.
If we disable access to your account in accordance with these Terms (for example if you violate these Terms), you may be prevented from accessing the Service, your account details, files or content that is stored with your account.
Access to and Use of Content
You may use Upstream to browse, locate, view, stream, the Content for your mobile, computer or other supported device (“Device”). To use Upstream, you will need a Device that meets the system and compatibility requirements for the relevant Content, working internet access, and compatible software.
Rights and Restrictions; License to Use Content
After completing a transaction or paying the applicable fees for Content, you will have the non-exclusive right, solely as expressly permitted in these Terms and associated policies, to access the applicable Content on your Device.
You may only access a Content for personal and for a non-commercial purpose (“Right to Use”). You further acknowledge that the Service is the sole exclusive property of Monteverde and Sphere, and that the Content is the sole exclusive property of the 3rd party licensors. The Service and the Content are protected by copyrights, trademarks, service marks, patent or other proprietary rights and all applicable laws. Your Right to Use does not grant, convey or otherwise transfer any license, sublicense or ownership of any such Content. You agree not to sell, resell, digitally stream, broadcast or disseminate, modify, rent, lease, distribute or create derivative works based on the Content or retain any copy/duplicate the Content, absent the prior express written authorization of Monteverde and Sphere. The Right to Use is expressly limited to the digital ticket holders only and may not be assigned or transferred to any third party.
If we engage in a successful intellectual property enforcement action due to your unauthorized use resulting to loss, theft, pirating, copying, and/or unauthorized duplication of the Content, we will be entitled to recover from you the reasonable fees, costs, and expenses incurred in so enforcing our intellectual property rights
If you become aware of any infringement of any copyright or trademark in the Service or any of the Content shown or Upstream marks, you agree to immediately notify us. You shall cooperate with us in taking such actions as we may designate in order to stop such piracy.
Further, you may not — (1) use any Content in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of any Content that is presented to you in streaming format; (2) use any Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution; (3) attempt to, or assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect, obfuscate or otherwise restrict access to any Content; or (4) remove any watermarks, labels or other legal or proprietary notices included in any Content, or attempt to modify any Content obtained through Upstream, including any modification for the purpose of disguising or changing any indications of the ownership or source of Content.
Violation of Terms
If you violate any of these Terms, your rights under these Terms will immediately terminate, and we may terminate your access to the Content or your Upstream Account without need to refund you for the purchase of the digital ticket.
Notwithstanding anything to the contrary in these Terms, the third parties who license their Content to Monteverde and Sphere are intended third party beneficiaries under these Terms solely with respect to the specific provisions of these Terms that directly concern their Content (“Third-Party Provisions”), and solely for the purpose of enabling such third parties to enforce their rights in such Content. For the avoidance of doubt, nothing in these Terms confers a third-party beneficiary right upon any party, with respect to any provision that falls outside the Third Party Provisions, which includes but is not limited to any provisions or agreements incorporated by reference, or that may be referenced without incorporation, in these Terms.
Once Content is available to you through your account, you should check the Content as soon as reasonably possible to ensure that it functions and performs as stated, and notify us as soon as reasonably possible if you find any errors or defect.
Removal or Unavailability of Content
Subject to these Terms, Content that you purchase will be available to you for the period defined by Monteverde and Sphere, in the case of a purchase for a rental period, and in other cases as long as we have the right to make such Content available to you. In certain cases (for example if we lose the relevant rights, a service or Content is discontinued, there are critical security issues, or there are breaches of applicable terms or the law), we may remove from your device or cease providing you with access to certain Content that you have purchased. For Content made available by us, you may be given notice of any such removal or cessation, when possible. If you are not able to access the Content before such removal or cessation, we may offer you either (a) a replacement of the Content if possible or (b) a full or partial refund of the price of the Content. If we issue you a refund, the refund shall be your sole remedy.
CONTENT AND TRADEMARKS
Upstream, the Upstream website and app and everything featured on thereon are protected by copyrights, trademarks, service marks, patent or other proprietary rights and all applicable local and international laws. Your right to use the Upstream website and app does not grant you the right to use, give, convey or otherwise transfer any license, sublicense or ownership over the said content and marks featured thereon.
From time to time, we may conduct promotions on or through the Service, which you may participate (“Promotion”). Each Promotion may have additional terms and/or rules of participation (“Promotion Rules”) which will be posted or otherwise made available to you. The Promotion Rules for each Promotion in which you participate in will be deemed incorporated into and form part of these Terms. It is your responsibility to read the Promotion Rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine your participation requirements.
Your participation in any Promotion will require you to register your mobile number, email address, and other information. The information you shared with us will be saved on our customer database which we use for market research, to provide you with latest news and features regarding the Service.
As part of the Service, you may receive targeted and relevant mobile advertising campaigns, SMS or email alerts on related content and other promotions from us or our partner merchants and advertisers. Should you wish to stop receiving SMS and emails from us, an option to unsubscribe will be included therein for your activation.
NO WARRANTIES AND LIMITATION OF LIABILITY
Monteverde and Sphere do not warrant or represent, whether express or implied,
that the use of Upstream will be uninterrupted, timely, secure, error free or that the outcome derived from the use of Upstream will fully meet your requirements.
The Service is provided on an “AS IS” basis.
Monteverde and Sphere, or any of its affiliates, subsidiaries or 3rd party partners, and their respective directors, officers and employees shall, under no circumstances, be held liable for any loss or damage resulting from the use of Upstream.
Further, in no event shall Monteverde and Sphere, or any of its affiliates, subsidiaries or 3rd party partners, and their respective directors, officers and employees be held liable for any damages whatsoever, including any direct, indirect, consequential or exemplary damages, and any damages due to loss of profits, goodwill or other intangible losses arising out of or in connection with the use, inability to use the Service, or any other matter relating to the Content made available in Upstream. However, if for any reason, any part this limitation of liability is declared invalid, Monteverde and Sphere’s liability shall, under no circumstances, exceed the price paid for the digital ticket for the Content.
BREACH OF THESE TERMS
Without prejudice to Monteverde and Sphere’s other rights under these Terms, it is a breach of these Terms to: (i) engage in an unauthorized use of the Service; (ii) act in any fraudulent manner or in any way which is likely to be detrimental to Monteverde and Sphere; (iii) make any misrepresentation to Monteverde and Sphere such as supplying incorrect or misleading information; or (iv) act in any way, which in our reasonable opinion, breaches or is likely to breach these Terms. Our decision as to what constitutes a breach shall be final and conclusive.
In case of breach of these Terms, whether intentional or otherwise, we may take such action as we deem appropriate to deal with the breach, including suspending or prohibiting your access to the Service, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you. We may adopt such measures necessary to stop the breach which include but will not be limited to blacklisting you from the use of the Service. This shall not preclude us from resorting to our rights and remedies under law and/or equity.
You further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You agree to indemnify and hold Monteverde and Sphere, or any of its affiliates, subsidiaries or 3rd party partners, and their respective directors, officers, agents, or other partners, and employees, free and harmless from and against and all claims, damages, liabilities, costs and expenses, including attorney’s fees, made by any third party due to or arising out of your use of the Service, your violation of these Terms, your violation of the rights of any person or entity, or your violation of any applicable laws.