Terms of Service
These Terms of Service (the “Terms of Service” or “Agreement”) govern your access and use of www.cennarium.com (the “Website”), our applications for mobile devices (the “Application”) and the services provided therein by Cennarium America LLC, a California limited liability company (“Cennarium” or “we”). As used in these Terms of Service, the “Services” mean the services provided by Cennarium for discovering, purchasing, receiving and playing audio-visual artistic performances and related forms of entertainment through the Website or the Applications.
If you are a resident of the United States, you agree to the Arbitration Agreement and class action waiver described in the “Arbitration Clause” section below to resolve any disputes with Cennarium (except for matters that may be taken to small claims court).
Cennarium may change the pricing for the Services or any components thereof from time to time and in any manner as we may determine in our sole and absolute discretion. Adjustments in pricing will be effective following our e-mail notification to you, unless otherwise provided in these Terms of Service. For the avoidance of doubt, you will be able to continue using the already purchased Subscription Plan until the end of the Subscription Period. Afterwards, if you do not agree with the modified pricing, your sole recourse would be to terminate your use of the Services.
The Services allow users to stream, display and browse audio-visual artistic performances and related forms of entertainment and other digitized electronic content as offered by Cennarium from time to time (the “Content”). Upon payment of applicable fees (if any) set by Cennarium, and solely for non-commercial and personal use, Cennarium grants you the non-exclusive right to access the applicable Content and to view the Content (i) on a streaming-only basis for the term of the selected subscription period, or (ii) to view it under the pay-as-you-go model (i.e. paying for every single streamed item of the Content) or (iii) otherwise as determined by Cennarium in its full discretion from time to time.
We may allow you to post comments, reviews, ratings or any other content at the Website that will be publicly available to other users. The content posted or made available by you should be specifically referred to as the “User Content.” You retain all rights to User Content and you are solely responsible for it.
Notwithstanding the above, you grant Cennarium a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, re-post, modify, create derivative works, perform, and distribute User Content on the Website, Applications and other third party websites or applications for the purposes directly or indirectly connected to operating Website or Services including, among others, providing, improving, promoting, developing, or facilitating Services by us and using the Services by you and other users.
You expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Website or Application any of the following:
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Cennarium;
- Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
- Private information of any third party, including, without limitation, surname (family name), addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- User Content that is completely unrelated to the topic of the Website and Services; or
- User Content or links to content that, in the sole judgment of Cennarium, (a) violates the previous subsections herein, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the Services or the Website and Application, or (d) which may expose Cennarium or its affiliates or its users to any harm or liability of any type.
Although we have no obligation to screen, edit or monitor any of the User Content posted to or distributed through Website or Application, we reserve the right, in our absolute discretion, to remove, screen, translate or edit without notice any User Content posted or stored on the Website or Application, at any time and for any reason, or to have such actions performed by third parties on our behalf, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Website or Application at your sole cost and expense.
The access to the Services is subject to successful registration of a Cennarium account (the “Account”) at the Website or the Applications. Upon registration, you will be responsible for the use of your Account. You control access to your Account through your password which you should not share with anyone. You are responsible for updating and maintaining the accuracy of your Account information. You may access your Account and use the Services on three separate pre-selected devices of your choice. An attempt to use the Services on an unrecognized device outside of the three chosen devices will result in your not being able to log on to your Account.
In the case of Account cancellation, your appropriate rights under these Terms of Service will automatically terminate. In such case, you must cease all use of the Website, Applications and Services and Cennarium may immediately revoke your access to the Content without notice to you and without refund of any fees. Cennarium’s failure to insist upon or enforce your strict compliance with these Terms of Service will not constitute a waiver of any of its rights.
Cennarium offers various subscription plans as provided and detailed on the Website or Applications (the “Subscription Plan(s)”). Subscription Plans allow for unlimited access to the Content and Services for a certain period, e.g. a month or a year (the “Subscription Period”).
In order to purchase Subscription Plan, you need to register Account via the Website or other access option, select the desired Subscription Period and issue payment via one of the methods made available by Cennarium, among others, payment via credit card. By purchasing a Subscription Plan and designating a payment method, you authorize the automatic renewal of the selected Subscription Plan for the Subscription Period.
You may cancel your Subscription Plan via the Website’s support area online at any time. To cancel, go to the “Your Account” page on our website and follow the instructions for cancellation. Subscription Plans have to be cancelled before their renewal in order to avoid billing for the following Subscription Period. Payments are non-refundable and there are no refunds or credits for withdrawal from Subscription Plan before the end of the Subscription Period and their expiration. Following any cancellation, however, you will continue to have access to the Services through the end of your current Subscription Period.
You may change the Subscription Period of your Subscription Plan anytime via the Website or Applications. For the avoidance of doubt, you may migrate only from the Subscription Plans providing for shorter to longer Subscription Periods, e.g. from monthly to annual plan, not the other way around.
Cennarium may offer, in its full discretion, temporary access to the Services for free or a discounted price (the “Trial Subscription”). We offer the Trial Subscription only to new and certain former users, therefore we reserve the right to determine the eligibility for the Trial Subscription. Certain restrictions may apply on the available Trial Subscription for the users who benefit from other promotional offers. The conditions, including time and price of the Trial Subscription shall be specified during the sign-up.
After the expiration of the trial period, Trial Subscription will continue as a monthly or annual Subscription Plan as you initially selected when joining Trial Subscription and your Payment Method will be appropriately charged as described in the “Billing” section below. It is your obligation to cancel the Trial Subscription before the trial period ends if you do not wish to have it extended into a Subscription Plan.
We may also enable the option to purchase single streamed items of our Content and grant you access to such items from your Account (“Pay-As-You-Go”). In this case, you will not be able to download the purchased item but you will be able to stream it as long as you have an Account with Cennarium.
You can issue the payment for your Subscription Plan or Pay-As-You-Go by providing us your credit cards or debit card details (the “Payment Method”). You may edit your Payment Method information by visiting our Website and clicking on the “Your Account” link, available at the top of the Website.
By registering your Account, selecting a Subscription Plan and providing and designating the Payment Method, you authorize us to charge you a periodical subscription fee at the current rate, and any other charges you may incur in connection with your use of the Services, including the applicable sales tax, to your Payment Method (the “Subscription Fee”).
The Subscription Fee will be billed at the commencement of the Subscription Plan and the beginning of your subsequent Subscription Period thereafter unless and until you cancel your Subscription Plan. We automatically bill your Payment Method each Subscription Period on the calendar day corresponding the commencement of the Subscription Plan. Subscription Fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not been successfully charged. In the event your Subscription Plan began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate.
For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. You acknowledge that the Subscription Fee may vary for reasons due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a Subscription Plan to your Account, and you authorize us to charge your Payment Method for such the aforementioned Subscription Fee variations.
If a payment for the Subscription Fee is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your Account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. At any moment after you fall behind with the payment of your Subscription Fee, we may decide, in our sole discretion, to cancel your Account and undertake any legal action necessary to collect your due Subscription Fee.
You may send your comments or reviews of the Content to our e-mail at email@example.com. Any comments, reviews, information or materials so provided may be used, displayed, reposted, reproduced, distributed, modified, deleted from, added to, publicly performed, and/or published by Cennarium without any compensation or other consideration to you or third parties and you hereby waive any “moral rights” in and to such comments, reviews, information and materials.
Except as expressly permitted in these Terms of Service or with the prior written consent of the copyright owner, no part of the Services or the Content may be copied, adapted, redistributed, reproduced, republished, uploaded, posted, publicly displayed or performed, encoded, translated, transmitted, communicated, sold, rented, leased, distributed, broadcasted, sub-licensed or otherwise assigned in any way to any other computer, service, website, entity, or other medium for publication or distribution or for any commercial purpose. You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with the Services or the Content and you may not remove any proprietary notices or labels on the Content.
Intellectual Property Rights
Cennarium is either the owner of the Content, including all copyrights and other ownership and intellectual property rights therein, or has been granted the right to use the Content by its owner(s) and acts as a distributor of the Content. Cennarium retains proprietary rights to the Website, Application, Content and Services, and any associated copyrights, trademarks, service marks, patents, or other proprietary rights contained therein. The Website, Applications, Content and Services are protected by copyright, trade secret and other intellectual property laws and treaties.
During your use of the Services, we grant you a limited, non-exclusive, non-transferable, license to access the Content through the Service on a streaming-only basis for that purpose either within your Subscription Plan or as Pay-As-You-Go. Except for the foregoing limited license, no right, title or interest shall be transferred to you.
You may not use the Cennarium’s trademarks or service marks in connection with any product or service not provided by us, or in a manner that may cause confusion, dilution, or tarnish the image of the Cennarium’s mark.
Users may not post content that infringes on a third party’s intellectual property rights and we may remove any such content, without prior notice to users. Please notify us if you are aware of any intellectual property right infringement by a user of our Service. In compliance with Section 512 of the Digital Millennium Copyright Act of 1998 (the “DMCA”), Cennarium designates the following individual to receive any notifications of an alleged infringement:
Cennarium America LLC – Copyright Agent
315 W 36th Street
New York, NY, 10018
Copyright Agent’s e-mail: firstname.lastname@example.org
An effective notification should include:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Cennarium to locate the material;
- Information reasonably sufficient to permit Cennarium to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
A notification that does not comply with all the above-mentioned requirements may not be valid. If you believe that a notice was wrongly filed against you, under the DMCA, you may file a counter-notice to our designated individual with the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Cennarium may be found, and that you will accept service of process from the person who provided notification or an agent of such person.
Cennarium is responsible for the investigation, defense, settlement and discharge of any intellectual property infringement relating to the Services.
No Warranties, Liability Limitation
THE CENNARIUM SERVICES, CONTENT, THE WEBSITE, APPLICATIONS AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE CENNARIUM SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CENNARIUM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE CENNARIUM SERVICES, WEBSITE, CONTENT OR APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL CENNARIUM, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
You agree to indemnify and hold Cennarium and its respective employees, directors, officers, and agents harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees, arising directly or indirectly out of (a) your misuse of the Services; (b) your violation of the laws, rules, regulations, (c) your breach of these Terms of Service; (d) your infringement of any intellectual property or other rights of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Services shall be in compliance with all applicable laws and regulations.
Gifts & Promotions
We reserve the right to issue gift cards for the Services which may be available for purchase at third-party retail outlets and websites (“Gift Cards”). If issued, gift cards may be redeemed on our website at www.cennarium.com. The purchase and redemption of gift cards are subject to the Gift Card terms, available at www.cennarium.com. From time to time, other types of promotional codes may be available, including those provided as part of a third party promotion (“Promotional Codes”). 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 other offers, including a Trial Subscription, subject to certain restrictions as determined by Cennarium in its sole discretion. If you received a promotional code through an offer by a third party, additional conditions may apply.
If you elect to seek arbitration or file a small claim court action, you must first send to Cennarium, by certified mail, a written notice of your claim (“Notice”). The Notice to Cennarium must be addressed to: General Counsel, Cennarium America LLC, 315 W 36th Street, New York, NY, 10018 (“Notice Address”). If Cennarium initiates arbitration, it will send a written Notice to the e-mail address used for your Account. A Notice, whether sent by you or by Cennarium, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Cennarium and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Cennarium may commence an arbitration proceeding or file a claim in small claims court. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Cennarium and you agree otherwise, any arbitration hearings will take place in the capital of the state of your residence.
If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
YOU AND CENNARIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Cennarium agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, 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. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
By registering an Account and/or using the Services, you consent to receiving electronic communications from Cennarium relating to your Account, Pay-As-You-Go purchases, Subscription Plans and the Services. These communications may involve sending emails to your e-mail address provided during registration and will include notices about your Account (e.g., payment authorizations, change in password or Payment Method, confirmation e-mails and other transactional information) and are part of your relationship with Cennarium. 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.
You can change your e-mail preferences by simply going to “Your Account” page of the Website and changing the settings as you see fit.
If any of the provisions, or portions thereof, of these Terms of Service are found to be unlawful, invalid or null and void, under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, these Terms of Service shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by you, but may be freely transferred, assigned, or delegated by Cennarium.
All matters relating to these Terms of Service and the use of the Services shall be governed by the laws of the state of New York, USA, without regard to the conflicts of laws principles nor the United Nations Convention on the International Sale of Goods. Any action brought in connection with these Terms of Service or Services shall be brought exclusively in the state and federal courts located in New York, NY.
Cennarium reserves its rights to include any other kind of services at its discretion, such as: live digital transmissions, product sales (e.g. DVD and BluRay), sale of On Demand videos, or free video on demand (FVOD).