TERMS OF USE PLEASE READ THIS TERMS OF USE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. This Agreement sets forth the terms of use for the website operated by National CineMedia, LLC ("NCM") at www.nationalcinemedia.com (the "Site"). NCM reserves the right to change, modify, add, or remove portions of this Agreement at any time. Such changes, revisions or modifications shall be effective immediately upon notice to you, which may be given by any means including, without limitation, via posting on the Site. Your continued use of the Site after such notice shall be deemed to constitute acceptance of such changes, revisions or modifications. PRIVACY POLICY NCM's Privacy Policy is a part of this Agreement and is incorporated herein by this reference. SCOPE OF USE NCM invites you to view, use and download a single copy of this Site for your informational, personal, non-commercial use. Except as otherwise provided herein, no part of any materials, information, software, products or services included in or available through this Site may be copied, downloaded, or stored in a retrieval system, nor may the same be redistributed for any purpose, without the express written permission of NCM. COMPLIANCE WITH LAWS You agree to comply with all laws, rules and regulations applicable to your use of the Site. TRADEMARKS "NCM Marks" means NATIONAL CINEMEDIA; FIRSTLOOK; REGAL ENTERTAINMENT GROUP; AMC THEATRES; CINEMARK;;REGAL CINEMAS; EDWARDS THEATRESUNITED ARTIST THEATRES; GEORGIA THEATRE COMPANY and all other trademarks, service marks and other commercial symbols used in connection with NCM's or its affiliates' business. All NCM Marks are the exclusive property of NCM, its affiliates or third-party licensors. This Agreement does not authorize you to use any NCM Mark, and you agree not to use any NCM Mark in any manner without the prior written consent of NCM, which consent may be withheld in the sole discretion of NCM. Unauthorized use of any NCM Mark may be a violation of federal and state trademark laws. COPYRIGHT This Site is protected by U.S. copyright laws and international treaties. All materials contained in the Site are the copyrighted property of NCM or its affiliates or third-party licensors. Except for your informational, personal, non-commercial use as authorized above, you may not use, modify, reproduce, distribute, transmit, republish or display the content, design or layout of the Site, or any components thereof, without the express written permission of NCM. LINKS TO THIRD PARTY WEBSITES This Site may produce automated search results or otherwise link you to other websites on the Internet. These other websites are not under the control of NCM, and you acknowledge and agree that NCM is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such websites. The inclusion of such a link does not imply endorsement of the website by NCM or any association with its operators, and NCM disclaims all liability with respect to such linked websites, including but not limited to your access to and/or use of the same. USER SUBMISSIONS Certain areas of this Site may enable you to post content, submit emails, or otherwise provide feedback or other information to NCM. YOUR PROVISION OF PERSONAL INFORMATION TO NCM When you provide information about yourself to NCM, you agree to: (a) provide accurate, current, and complete information about yourself; and (b) maintain and promptly update such information to keep it accurate, current and complete. If you provide any information that is untrue, inaccurate, or incomplete, or NCM has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, NCM has the right to suspend or terminate any account you establish in connection with your use of the Site and refuse any and all current or future use of the Site or any portion thereof. USER CONTENT ON THE SITE You understand that all information, data, or other materials that are posted on or transmitted in connection with the Site by you or another user ("User Content") are the sole responsibility of the person from whom such User Content originated. This means that you, and not NCM, are responsible for all User Content that you upload, post, email, transmit or otherwise make available in connection with the Site. NCM does not control the User Content posted and, as such, does not guarantee the accuracy, integrity or quality of such User Content. You understand that by using the Site, you may be exposed to User Content that is offensive, indecent or objectionable. Under no circumstances will NCM be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available in connection with the Site. YOUR CONDUCT In connection with your use of the Site, you agree not to: a. upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; or harms minors in any way; b. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted in connection with the Site; d. upload, post, email, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); e. upload, post, email, transmit or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; f. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; g. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; h. interfere with or disrupt the operation of the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or i. collect or store personal data about other users. Although NCM does not pre-screen User Content, NCM has the right, but not the obligation, to delete or move any User Content for any reason. Without limiting the foregoing, NCM has the right to remove any User Content that violates this Agreement. YOUR GRANT OF LIMITED LICENSE By posting or submitting User Content to the Site, you grant NCM and its affiliates the right to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the User Content in any form, anywhere and for any purpose, subject to NCM's Privacy Policy. You represent and warrant that you own or otherwise control all rights in and to any such User Content, and that public posting and use of your User Content by NCM will not infringe or violate the rights of any third party. REGISTRATION AND PASSWORDS The Site may permit or require you to register or obtain a password prior to permitting access to certain products or services available through the Site. You acknowledge and agree that you are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your password. DISCLAIMER OF WARRANTIES THE SITE AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SITE AND ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NCM AND ITS AFFILIATES DO NOT WARRANT THAT THE MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES SHALL NCM OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF NCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, NCM'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. INDEMNIFICATION You agree to defend, indemnify and hold harmless NCM, its affiliates, and their respective employees, contractors, agents, officers, and directors from all liabilities, claims, and expenses (including reasonable attorneys' fees) that arise out of or are related to any User Content you submit, post, transmit or make available through the Site, your violation of this Agreement, or your violation of any third party rights. SECURITIES LAWS This Site may include statements concerning NCM's and/or its affiliates' operations, prospects, strategies, financial condition, future economic performance and demand for NCM's and its affiliates' products or services, as well as its intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on the Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," and similar expressions are intended to identify forward-looking statements designed to fall within securities laws safe harbors for forward looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of NCM's or its affiliates' securities-related filings or documents. CHOICE OF LAW AND JURISDICTION This Agreement shall be governed by the laws of the State of Colorado without regard to the conflicts of laws rules of any jurisdiction. Every dispute concerning the interpretation or effect of this Agreement and/or your use of the Site must be resolved in the United States District Court for the District of Colorado or the District Court, City and County of Denver, State of Colorado. You agree to the personal jurisdiction, subject matter jurisdiction, and venue of these courts. EQUITABLE RELIEF You acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to its rights and remedies otherwise available at law, NCM shall be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. If NCM seeks any equitable remedies, it shall not be precluded or prevented from seeking remedies at law, nor shall it be deemed to have made an election of remedies. ATTORNEYS' FEES In addition to any other relief, the prevailing party in any action arising out of this Agreement shall be entitled to attorneys' fees and costs. SEVERABILITY If any provision of this Agreement is held unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or the applicable court decisions. WAIVER Any waiver by NCM of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by NCM to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive NCM of the right to insist upon strict adherence to that term or any other term of this Agreement. TERMINATION NCM reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without notice, for any reason or no reason, including without limitation your violation of this Agreement. QUESTIONS If you have any questions about this Agreement, you can contact us as follows: " You can send your request for information to the following email address: customerservice@ncm.com " You can send your request for information to the following postal address: National CineMedia, LLC 9110 E. Nichols Avenue, Suite 200 Centennial, CO 80112 Attn: Customer Service This Terms of Use Agreement was last updated August 22, 2006.