THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB (THE "SITE") OF NoirOnDemand.tv (“Noir On-Demand®”), AND ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
General Use Restrictions
All information, documents, products, software and services provided on this Site, including trademarks, logos, graphics and images (the "Materials") are provided to you by Noir On-Demand®.
Noir On-Demand® grants you the limited right to display the Materials only on your personal computing device. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to revoke access to any downloaded and/or printed Materials. Not all materials will be available for download.
You acknowledge that, except as expressly stated herein, you have no right, title or interest in or to the Materials.
Third Party Content
Certain information and content may be provided by third parties to Noir On-Demand® (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner. Noir On-Demand® DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO CONTENT PROVIDED BY THIRD PARTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit our Services or any portion of our Services;
You agree not to “frame” or “mirror” any Materials or Third Party Content contained on or accessible from this Site on any other server or Internet-based device without the advance written authorization of Noir On-Demand® or its licensors, respectively.
You shall not use any metatags or other "hidden text" using Noir On-Demand®;
You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of our Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
You shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in our websites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
Except as expressly stated herein, you shall not copy, modify, reproduce, distribute, republish, download, display, post, repost, or transmit, in any forms or by any means, any part of our Services; and
You shall not remove or destroy any copyright notices or other proprietary markings contained on or in our Services.
Noir On-Demand® and its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of our Services terminates the licenses granted by Noir On-Demand® pursuant to these Terms.
Restricted Areas of the Site
Certain areas of the Site may be password restricted to authorized users or require you to provide personal information (“Restricted Areas”). If you are an authorized user of the Restricted Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password or your employees’ passwords and account information, if any, and agree to notify Noir On-Demand® if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities which occur under your account, including any fees which may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Noir On-Demand® of any unauthorized use of your account or any other breach of security in relation to the Site known to you.
Cable Subscription Access Not Included
A subscription to the Noir On-Demand® service through an App (for example Roku, Apple iOS or AppleTV, Amazon Fire, blue-ray player or Chromecast) or through our website (an Internet Subscription) does not entitle you to authenticate or log-in to any subscription or payment based Noir On-Demand® service offered through cable TV providers and your purchase of a subscription to Noir On-Demand® through a cable TV provider does not allow you to authenticate or log-in to our Apps or website version of Noir On-Demand®.
We do not provide refunds for any unused portions of the Subscription Services, or unused/unwatched Services. Refunds, if issued, made will be sent to your Payment Provider Account or PayPal account. For more information about refund policies, visit the applicable Website or App Customer Care Page.
You acknowledge that your Submissions and unauthorized use of any Materials or Third Party Content contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations, and agree that you are wholly responsible for your actions or the actions of any person using your screen name and/or password.
As such, you agree to hold Noir On-Demand® entirely harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) incurred by Noir On-Demand® in relation to, arising from or for the purpose of avoiding any claim or demand from a third party that your use of the Site or the use of the Site by any person using your screen name and/or password (including without limitation your Submissions) violates any applicable law or regulation, or the rights of any third party. Knowingly taking advantage of any loophole in site programming or configuration which results in unreasonable loss for Noir On-Demand® will also be cause for account termination and suspension.
Noir On-Demand® and NoirOnDemand.tv, LLC are trademarks of Noir On-Demand® in the United States and other countries. All other marks, names, and logos mentioned herein are the property of their respective owners.
Copyrights and Copyright Agents
All information and screens appearing on this site including documents, products, software and services, graphics, text elements, site design, logos, images, and icons, as well as the selection, assembly, and arrangement thereof, are the sole property of Noir On-Demand® & BluPhoenix©, Copyright © 2018 Noir On-Demand®, Inc., unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
Noir On-Demand® respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied on the site in a way that constitutes copyright infringement and appears on our website, please provide Noir On-Demand®’s copyright agent the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) 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.
Noir On-Demand®’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
3960 Howard Hughes Pkwy
Las Vegas, NV 89169
By phone (International): 1-(702) 602-0167
By email: CFO@BluPhoenix.us
Disclaimer of Warranty
You acknowledge and agree that this Site may include certain errors, omissions, outdated information which may affect the quality of the Materials and the Third Party Content. You acknowledge that neither the Materials nor the Third Party Content have been independently verified or authenticated in whole or in part by Noir On-Demand®, and agree that Noir On-Demand® does not warrant the accuracy or timeliness of the Materials or the Third Party Content, and further agree that Noir On-Demand® has no liability for any errors or omissions in the Materials and the Third Party Content, whether provided by Noir On-Demand® or its licensors.
Noir On-Demand®, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE SUBMISSIONS OF OTHER VISITORS TO THE SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.
Limitation of Liability
YOU AGREE THAT IN NO EVENT SHALL Noir On-Demand® PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, PROCUREMENT OF SUBSTITUTE SERVICES, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, OR FROM ANY COMMUNICATIONS WITH OTHER USERS OF OUR SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY SERVICES PURCHASED OR OBTAINED THROUGH OUR SERVICES; (3) CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (4) ANY OTHER MATTER RELATED TO OUR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A Noir On-Demand® PARTY FOR ANY INJURY CAUSED BY A Noir On-Demand® PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap of Liability
UNDER NO CIRCUMSTANCES WILL Noir On-Demand® PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Noir On-Demand® by you during the one-month period prior to the act, omission or occurrence giving rise to such liability OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A Noir On-Demand® PARTY FOR ANY INJURY CAUSED BY A Noir On-Demand® PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
Basis of the Bargain
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Noir On-Demand® AND YOU.
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
Local Laws; Export Control
Noir On-Demand® controls and operates this Site from its headquarters in the United States of America and makes no representation that the Materials are appropriate or will be available for use in other locations. If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Materials and the Third Party Content.
Unless otherwise explicitly stated, all marketing or promotional materials found on this Site are solely directed to individuals, companies or other entities located in the United States.
You acknowledge and agree that the Materials and the Third Party Content are subject to the U.S. Export Administration Laws and Regulations, and that diversion of the Materials or the Third Party Content contrary to U.S. law is prohibited. You agree that none of the Materials or and the Third Party Content, nor any product or services acquired through the use of the Site, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the U.S. Government for such purposes. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Our Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that we intend to announce such Services or Content in your country. The selection and availability of our Services may vary from country to country, device to device (because of technical limitations), and User to User. Our Services are controlled and offered by us from its facilities in the United States. Noir On-Demand® makes no representations that our Services are appropriate or available for use in other locations. Those who access or use our Services from other countries do so at their own volition and are responsible for compliance with local law.
You acknowledge and agree that the availability of our Apps are dependent on the third party from whom you received the App license (e.g. Apple App Store, Google Play, or Samsung Smart) ("App Store"). You acknowledge that this Agreement is between you and us, and not with the App Store. We, not the App Store, are solely responsible for our Services, including the Apps, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Apps, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with our Services, including the Apps.
You agree to comply with, and your license to use the Apps is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using our Services, including the Apps. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce it.
Accessing and Download the App from iTunes. The following applies to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced App"):
You will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple Media Services Terms and Conditions acknowledge and agree that (i) this Agreement is concluded between you and Noir On-Demand® only, and not Apple, and (ii) Noir On-Demand®, not Apple, is solely responsible for the App Store Sourced App and content thereof. Your use of the App Store Sourced App must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced App.
In the event of any failure of the App Store Sourced App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced App. As between Noir On-Demand® and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Noir On-Demand®.
You and Noir On-Demand® acknowledge that, as between Noir On-Demand® and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced App or your possession and use of the App Store Sourced App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Noir On-Demand® acknowledge that, in the event of any third-party claim that the App Store Sourced App or your possession and use of that App Store Sourced App infringes that third party's intellectual property rights, as between Noir On-Demand® and Apple, Noir On-Demand®, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
You and Noir On-Demand® acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced App against you as a third-party beneficiary thereof.
Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced App.
Noir On-Demand® does not monitor your data or transmissions, yet, Noir On-Demand® does actively monitor overall site usage for system utilization purposes. You agree, however, that, in Noir On-Demand®’s efforts to promote good citizenship within the Internet community, if Noir On-Demand® becomes aware of inappropriate use of the Site or any Noir On-Demand® service, Noir On-Demand® may respond, which may include account suspension or termination. You acknowledge that Noir On-Demand® will report to law enforcement authorities any actions which may be considered illegal, as well as any reports it receives of such conduct. When requested, Noir On-Demand® will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
If you violate these Terms, Noir On-Demand® reserves the right to terminate your access to the site without notice. Noir On-Demand®’s preferred course of action, where practicable, is to advise you of your inappropriate behavior and recommend any necessary corrective action.
You agree that Noir On-Demand® and its licensors may make improvements and/or changes in the Materials or other items described in or offered on this Site, if any, at any time without notice, and further agree that Noir On-Demand® can revise these Terms at any time without notice by updating this posting. You agree that your continued use of the Site after such modifications have been posted constitutes your acceptance of such revised Terms.
Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of the Site.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Noir On-Demand® to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Noir On-Demand® in writing. The Terms comprises the entire agreement between you and Noir On-Demand® and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.
Your membership will continue month-to-month until terminated. To use the service you must have Internet access and a web ready device, and provide a current, valid, accepted method of payment, which you may update from time to time ("Payment Method").
Unless you cancel your membership before your monthly billing date, you authorize us to charge your next month's membership fee to your Payment Method (see "Cancellation" below). You can find specific details regarding your membership by visiting our website and clicking on the "Your Account" link available at the top of the pages of the website under your profile name.
Noir On-Demand shall not be liable for any delay or failure to perform, including failure to deliver purchased Services, resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Your agreement to these Terms begins on: (i) on the date you accept the Terms or (ii), if earlier, the date you first used any of our Services (the "Effective Date"), and will remain in full force and effect while you use our Services, unless terminated earlier in accordance with these Terms.
We reserve the right to block access to, suspend, or terminate your access to our Website(s) and App(s), with our without notice, and with or without refund, if we, in our sole discretion, determine that you are in breach of these Terms.
Effect of Termination
In the event that we terminate your access to our Services, we will remove your access to the terminated website(s) and app(s); bar your right to further use of the terminated website(s) and app(s); and/or delete or change your password(s) associated with or inside your Account for the terminated website(s) and app(s). You understand that we may delete Your Content associate with any terminated website(s) and app(s) from our databases without any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Termination of your access to all websites and apps shall terminate these Terms.
All provisions of these Terms which by their nature should survive termination of any or all websites and apps shall survive termination of your access to such websites and apps, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If your registration(s) with or ability to access our Services is discontinued by us due to your violation of any portion of these Terms or for conduct otherwise inappropriate, then you agree that you shall not attempt to re-register with or access our Services through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those our Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Billing Cycle. The membership fee for the Noir On-Demand service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on the basis of your subscription length to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your membership. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month.(ie. Monthly subscriptions are charged monthly, yearly subscriptions are charged yearly.)
Payment Methods. You can change your Payment Method by visiting our website and clicking on the "Dashboard" link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the service until we have obtained a valid Payment Method. When you update your Payment Method, you authorize us to continue charging the updated Payment Method, and you remain responsible for any uncollected amounts.
This may result in a change to your payment billing dates. For some Payment Methods, the issuer of your Payment Method may charge you certain fees, such as a foreign transaction fee or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
Cancellation. You can cancel your Noir On-Demand® Subscription at any time, and you will continue to have access to the Noir On-Demand® service through the end of your subscription billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial membership periods or unwatched Noir On-Demand® content.
Changes to the Price and Service Plans. We may change our service plans and the price of our service from time to time; however, any price changes or changes to our service plans will apply to you no earlier than 30 days following notice to you.
Passwords & Account Access
The member who created the Noir On-Demand® account and whose Payment Method is charged (the "Account Owner") has access and control over the Noir On-Demand® account and the Noir On-Demand® ready devices that are used to access our service. To maintain control over the account and to prevent anyone from accessing the account (which would include information on viewing history for the account), the Account Owner should maintain control over the Noir On-Demand® ready devices that are used to access the service and not reveal the password nor details of the Payment Method associated with the account to anyone.
You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, Noir On-Demand® or our partners from identity theft or other fraudulent activity.
You may not use, export, import, or transfer our Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained our Services, and any other applicable laws. In particular, but without limitation, our Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using our Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a country that supports terrorists and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You also will not use our Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that our Services and/or technology are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Noir On-Demand Services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. These Terms may be amended or superseded only be a mutually-executed writing. As used herein, "including" means "including without limitation"