These terms of service (the "Terms of Service" or "TOS") apply to and govern your use of the “Sony Pictures InFlight” Web site located at www.sonypicturesinflight.com (the “Site”) and the Services thereon (as defined below). The Site is owned and operated by Sony Pictures Releasing Corporation and/or one of its subsidiary companies within the United States of America (collectively, “SPR”). Your use of the Site and/or any Service signifies your agreement to be bound by these Terms of Service and the SPR business-to-business Privacy Policy (the “Privacy Policy”), which is hereby incorporated by reference.

For purposes of the TOS, the following defined terms shall have these meanings: (A) “Service(s)” shall mean any and all services on, or provided by, the Site, whether or not such services are also provided or delivered by other means or media such as via email, or through software or wireless devices; (B) “Site” shall mean this Web site; (C) “Site Content” shall mean any and all human readable patent audio and/or visual elements of this Site, created or owned by SPR, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, and other content made available through the Site; (D) “Site Code” means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) "Materials" means all promotional materials (including clips, photographs, audio, video, graphics, text, and other information) provided by SPR in any medium now known or hereafter devised; (F) “License Agreement” means a written agreement between you and SPR wherein SPR grants to you a limited, nonexclusive, nontransferable right to exhibit certain motion picture and/or television properties (collectively, “motion pictures”).

By using this Site or any Service provided hereon, you understand and agree that SPR hereby grants to you a limited, nonexclusive, nontransferable right to use certain Materials through the direct downloading of the Materials from the Site using a confidential password provided to you by SPR ("Password") subject to the following terms and conditions:

1. You may only use such Materials as pertain to motion pictures for which you have acquired certain exhibition rights pursuant to a valid License Agreement between you and SPR and subject to all of the terms and conditions contained in said License Agreement.

2. Your use of the Materials will be limited to approved promotional purposes only. You may use the Materials only during the license period specified in your License Agreement for the purposes granted therein by SPR and for no other purpose. You will not allow the Materials downloaded, accessed, or obtained by you to be used by any other party. Additionally, you will not edit or alter the Materials.

3. You may access the Materials by logging onto the Site using the Password assigned to you. You will not allow use of the Password by any other person and you will use your best efforts to keep the Password confidential.

4. Your right to download the Materials and the license granted to you to use the Materials will begin as of the date the Password is assigned to you and will continue until the earlier of (i) termination by SPR by the giving of notice no less than thirty (30) days prior to the date of such termination and (ii) the expiration of your license period pursuant to the License Agreement. However, SPR may immediately terminate your right to use the Materials if, in SPR's sole discretion, you breach any term of these TOS or the License Agreement.

5. You will not use the Materials in any manner which is or may be defamatory, derogatory, unflattering or negative to SPR or any SPR entity, employee, representative, associate, affiliate, parent, subsidiary, or related corporation, or the motion pictures created, produced, distributed or promoted by or for Sony Pictures Releasing Corporation, Columbia Pictures Industries, Inc., TriStar Pictures, Inc., Screen Gems, Inc., Sony Pictures Classics Inc., Revolution Studios, Sony Pictures Home Entertainment Inc., Sony Pictures Television Inc., Metro-Goldwyn-Mayer Studios Inc., or anyone appearing in such motion pictures.

6. You agree to comply with all applicable laws, rules and regulations in connection with your activities under these TOS, including without limitation the applicable regulations of the United States Department of Commerce and the United States Export Administration Act, as amended to assure that the Materials are not exported in violation of the laws of the United States. SPR makes no representation that the Materials, and their copyrights, trademarks, and licensing arrangements, are appropriate or available for use in locations other than the United States. Those who choose to access the Site from locations outside of the United States do so on their own initiative and at their own risk.

7. SPR (and its parent, subsidiary, and/or affiliated entities) will continue to hold all rights in and to the Materials and the motion pictures to which the Materials relate. You will include appropriate trademark and copyright notices on all web sites and any other approved promotional materials created by you when the Materials are included in any such web site or promotional materials (i.e., “© 2005 Sony Pictures Releasing Corporation All rights reserved.”).

8. You will indemnify SPR, its agents, employees, representatives, associates, affiliates, parent and subsidiary corporations from any cost or damage arising out of any claim brought based upon your use of the Materials or a breach by you of any term of these TOS.

9. The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein are proprietary to SPR (and its parent, subsidiary, and/or affiliated entities) and are owned by SPR and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws.

10. SPR grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Materials as described herein, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these TOS. You may “cache” pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site.

11. With the exception of permitted promotional use of the Materials under the terms of a valid License Agreement, you shall not capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, Site Content or Site Code or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an “Unauthorized Use”). Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of SPR and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of copyright laws may be subject to severe civil and criminal penalties.

12. You shall not interfere or attempt to interfere with the operation of the Site in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.

13. SPR reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Site, the Materials, the TOS, and/or the Privacy Policy, in whole or in part, at any time. Changes will be effective when posted. You agree to review the TOS and the Privacy Policy periodically to become aware of any changes. Your use of the Site after any changes to the TOS and/or the Privacy Policy are posted will be considered acceptance of those changes and will constitute your agreement to be bound thereby.

14. In consideration for your use of the Services, you agree to (i) comply with these TOS, (ii) provide accurate, complete and true information about yourself as required on any registration form for Services (your "Registration Information"), and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate any term of these TOS, or provide inaccurate, false, or non-current Registration Information may, at SPR’s sole discretion, have their Services and/or orders for Materials suspended or terminated, and may be permanently banned from using any current or future Services.

15. You are responsible for ensuring that you properly exit all Services at the completion of each Site use session. SPR shall have no liability for any loss or damage arising from your use of the Site, or any Service, or your failure to comply with this requirement.

16. From time to time, and at its sole discretion, SPR may make available to users certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by SPR or a SPR-approved third party software provider (“Third Party Provider”). SPR does not transfer title to the Software to you. You own the medium on which the Software is recorded, but SPR and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

17. Furthermore, your use of any Software of a Third Party Provider shall be subject to the terms and conditions set forth by such Third Party Provider and any applicable license agreement for its Software. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Burma, Cuba, Iran, Iraq, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

18. SPR is pleased to hear from its visitors and welcomes your comments regarding SPR products and services, including this Site. Unfortunately, however, SPR's long-standing company policy does not allow it to accept or consider creative ideas (including stories, character ideas, screenplays, and original artwork, etc.), suggestions, or materials other than those it has specifically requested (see below). While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by SPR’s professional staff, or the professional staff of SPR’s parent, subsidiary, or related entities might seem to others to be similar to their own creative work.

19. If, at our request, you send or provide certain specific submissions (e.g., via message boards or contests) or, despite our request that you not send us any other creative ideas, suggestions or materials, you do so (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the exclusive property of SPR. None of the Submissions shall be subject to any obligation of confidence on the part of SPR, and SPR shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, SPR shall exclusively own the copyright and all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe, and SPR shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such Submissions or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. In addition, you warrant that the Submissions do not violate any person’s so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall SPR’s total liability exceed $5,000.00.

20. You agree to indemnify SPR for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with these TOS. SPR does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, SPR reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person’s rights of privacy or publicity, or otherwise unacceptable.

21. You understand and agree that SPR may, in its sole discretion and at any time, terminate your use of any Services, and discard and remove any and all Submissions submitted or posted to any SPR site or Service, for any reason. SPR may also, in its sole discretion and at any time, discontinue any site, any other web sites or Services or limit or restrict any user access thereto, for any reason. SPR may take any one or more of these actions without any notice to you, prior or otherwise. Should SPR take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about you or your use of the Site, including any Registration Information and/or Submissions. You understand and agree that SPR shall not have any liability to you or any other person for any termination of your access to any SPR site, the Services and/or the removal of any information.

22. As a convenience to its visitors, SPR may provide, from time to time and at its sole discretion, one or more Services, such as chat areas, message boards, e-mail functions, instant messaging service, voice-mail, file communities, polls, surveys, and other services. These Services are provided by SPR to you and others subject to these TOS, the Privacy Policy, and other rules that may be published from time to time (collectively, the “Rules”) by SPR. SPR currently provides the Services free of charge to users who agree to be bound and abide by the Rules. SPR reserves the right to change the nature of this relationship at any time.

23. You are entirely responsible and liable for all your activities in connection with the Services, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material ("Posted Content") to any portion of the Services. Listed below are some, though not all, violations that may result in SPR terminating or suspending your access to SPR Services, terminating your License Agreement, or canceling any order for Materials. You agree not to do any of the following actions while using any Service:

1. Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity;
2. Transmit, in connection with any Service, any Posted Content that SPR, in its sole discretion, considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable;
3. Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect;
4. Impersonate in any Service, any person, including but not limited to, a SPR official or representative, chat or message board leader, guide or host;
5. Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants;
6. Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services;
7. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;
8. Invade the privacy or violate any personal or proprietary right of any person or entity; or
9. Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.

You understand that any content that you upload and/or post on the Site or any Service shall constitute a Submission for all purposes of these TOS.

24. You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Site or Services, of any information about you contained in the applicable SPR database and/or physical files, if SPR assigns its rights and obligations regarding any of your information at the time of a merger, acquisition, or sale of all or substantially all of SPR’s assets, or in connection with a merger, acquisition or sale of all or substantially all of the assets related to this particular Site to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, your continued use of the Site or any related Service signifies your agreement to be bound by the Privacy Policy, Terms of Service, and all other terms and conditions of the Site’s subsequent owner or operator.

25. The Site may frame, and/or contain links to non-SPR Web sites. Other sites may also reference, advertise, or link to the Site. SPR does not endorse or sponsor other Web sites and is not responsible for the content of such sites. SPR expressly disclaims any statements or assertions made on non-SPR Web sites, and denies all liability associated with your use of, and the content on, such other sites.

26. DISCLAIMER. THE SITE AND MATERIALS ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPR DOES NOT WARRANT THAT THE AVAILABILITY OF, OR THE FUNCTIONS CONTAINED IN, THE SITE OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, MATERIALS, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, MATERIALS, OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SPR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SPR) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND MATERIALS, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

27. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPR BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR MATERIALS EVEN IF SPR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE SPR TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, SPR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SPR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO SPR, IF ANY, FOR ACCESSING THIS SITE.

28. The Site is controlled and operated by SPR from its offices within the State of California, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes any legal action or claim pertaining to these Terms of Service or a License Agreement, or arising from your use of the Site or any Service.

29. These Terms of Service shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. The parties agree that any and all disputes or controversies of any nature between them arising at any time shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this paragraph shall supersede any inconsistent provisions of any prior agreement between the parties. Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to other provisions of these Terms of Service.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

30. If any provision of these TOS shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these TOS and shall not affect the validity and enforceability of any remaining provisions.

Effective Date: June 1, 2005