Broadway Across America

TERMS OF USE

The Effective Date of these Terms is December 14, 2009.

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE ("TERMS") BEFORE USING THE SITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Terms apply to the various web sites (the "Sites") (however accessed and/or used, whether via personal computers, mobile devices or otherwise) which are owned or controlled by Key Brand Entertainment, Inc. ("BAA" or "we," "our," or "us"). These Terms also apply to interactive features or downloads that are owned or controlled by BAA, are available through the Sites or that interact with the Sites and post these Terms. These Terms govern your use of the Sites. These Terms do not apply to any other web site or any offline activities by BAA (unless specifically stated). You agree to these Terms by accessing or using the Sites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITES. In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service or product offered via the Sites ("Additional Terms"). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Sites' Privacy Policy.

Table of Contents

1.  Ownership of Site Materials
2.  Your License to Use Materials On Our Site
3.  Information You Submit
4.  User Forum Usage Rules
5.  Collaborative Content and Viral Distribution
6.  Widgets
7. Copyright Agent
8.  Account Registration
9.  Your Warranties
10.  User Interactions and Disputes
11.  Promotions
12.  Third Party Links and Content
13.  Linking Policy
14.  Mobile
15.  Software and Other Items Available For Download
16.  Disclaimer of Warranties
17.  Disclaimers/Limitation of Liability
18.  Indemnification
19.  Termination and Modifications
20.  Location of Sites and Territorial Restrictions
21.  Governing Law, Jurisdiction and No Class Actions
22.  Miscellaneous
23.  Updated Term


1. Ownership of Site Materials

Materials. The Sites (including past, present and future versions) and all materials that are included in or are otherwise a part of the Sites, including, without limitation: graphics; layout; text; content; instructions; images; audio; videos; designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the "look and feel" of the Sites; the compilation, assembly and arrangement of the materials of the Sites; and all other materials related to the Sites (collectively, the "Materials") are owned, controlled or licensed by BAA, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties.

Copyright. The entire contents of the Sites (including the Materials) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, BAA owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Sites. Third-party content providers own the copyright in content that is original to them. “Broadway Across America," "Broadway Across Canada," "Event Usher", as well as other marks that may appear on the Sites, are the service and trademarks of BAA. Without BAA’s prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to BAA or their respective owners. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of BAA, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional copyright notices, information or restrictions contained in any part of the Sites.

2. Your License to Use Materials On Our Site

License. Subject to your strict compliance with these Terms, BAA grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to download, display, view, use and/or play a single copy of the Materials (excluding source and object code) on any single computer or wireless device for your personal, non-commercial use only; provided that: (a) you keep intact all trademark, copyright and other proprietary notices contained in the Materials or any copy you may make of the Materials; (b) you do not use the Materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the Materials; (d) you do not allow or aid or abet any third party (whether or not for your benefit) to: (i) copy or adapt the object code of either Sites' software, HTML, JavaScript, flash, or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Sites create to generate their web pages or any software or other products or processes accessible through the Sites; and (e) you do not insert any code or product to manipulate the Materials in any way that affects any user’s experience.

Prohibited Activities. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by these Terms or BAA.

3. Information You Submit

User Content. The Sites may provide you and others with the opportunity to participate in forums, blogs, message boards, social networking, social communities and other communication functionality (collectively, "User Forums") and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to BAA or the Sites, including, without limitation, photographs, writings, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, “User Content”).

Terms Applicable to User Content. Except as otherwise described in the Sites' posted

Privacy Policy, or other agreement on the Sites at which you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant BAA these licenses. Upon BAA's request, you will furnish BAA any documentation, substantiation or releases necessary to verify your compliance with these Terms. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to BAA.

License to BAA for User Content. You grant to BAA the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that BAA is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or BAA, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without compensation of any kind. You further perpetually and irrevocably grant BAA the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or compensation to you. You also grant to BAA the right to sub-license and authorize others to exercise any of the rights granted to BAA under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to BAA under these Terms. You further authorize BAA to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

BAA's Obligations Regarding User Content. You agree that BAA has no obligation to pre-screen, monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content. You further acknowledge and agree that BAA will not have any obligation to, but may review, monitor, display, accept or exploit any User Content and BAA may, in its sole discretion, delete, edit, distribute, move, block access, re-format, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that BAA reserves the right to treat User Content on the Sites, or on certain portions of the Sites, as content stored at the direction of users for which BAA will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below in our User Forums Usage Rules when notice of such violations are directed to BAA’s attention. User Content posted may not be maintained on the Sites by us for any period of time, we may delete it at our discretion and you have no right to access or control any User Content that you provide. You agree and understand that BAA is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.

Your Obligations Regarding User Content. You agree that you must evaluate, and bear all risks associated with, the use of any of User Content, including, but not limited to, any reliance on the accuracy, completeness, or usefulness of User Content. As BAA may not pre-screen User Content, you bear legal responsibility for others' exposure to any offensive indecent or objectionable content in User Content.

4. User Forums Usage Rules

As a user of the Sites, you agree that these User Forums Usage Rules ("Rules") are here to help you understand the conduct that is expected of individuals who participate in User Forums, including any social networking opportunities on the Sites. Your participation in the User Forums is subject to all the Terms, including these Rules. We reserve the right, in our sole discretion, to monitor and screen all User Content submitted to the Sites and may disregard any User Content that, in our sole discretion, violates these Rules or the Terms, or that we otherwise find objectionable. Please follow these Rules as you upload any User Content:

• User Content must be yours. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Sites and elsewhere.

• No pictures or images of anyone but you, your friends and family. If you choose to upload photos to the Sites, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know – but only with their express permission to submit it.

• Please act appropriately. Express yourself with non-offensive individual self-expression. Be respectful of others opinions and comments so we can continue to build a User Forums for everyone to enjoy. If you think your User Content might offend someone or be embarrassing to someone chances are it probably will and it doesn’t belong on the Sites. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit. If you discover content that violates these Terms, you may report such abuse by clicking on the "report abuse" buttons located throughout the Sites.

• Don't upload third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.

• Does your User Content contain music? Your User Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.

• Do not use the User Forums for commercial purposes. Your User Content may not advertise or promote a product or service. You may not use your User Content to raise money for anyone, any organization, any business or for a pyramid or other multi-tiered marketing scheme.

• Do not upload User Content that is inappropriate or illegal. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don’t upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.

• No violence. Your User Content may not promote violence or describe how to perform a violent act.

• Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.

• Others are watching. We hope that you will use the User Forums to exchange information and content and have discussions with other members. However, please remember that the User Forums is a public forum and User Content that you post on the User Forums will be accessible and viewable by other users. Do not post personal information (e.g., first and last name, password, phone number, address, e-mail address or other personally identifiable information or contact information).

• Don't share other people's personal information. Your User Content may not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.

• Don't damage the Sites or anyone's computers. User Content may not upload viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Sites or any computer system.

We reserve the right to request at any time proof of the permissions referred to above in the sections starting "User Content must be yours", ""No pictures or images of anyone but you and your friends and family" and "Does your User Content contain music?" in a form acceptable to us. Failure to provide such proof may, if requested, lead to the User Content in question being removed from the Sites.

5. Collaborative Content and Viral Distribution

Collaborative Content and Mash-Up Tools. BAA may provide certain functionality on the Sites that permit users to manipulate Materials or combine content with your User Content and other users' User Content ("Mash-Up Tools"). The works created using the Mash-Up Tools are called "Collaborative Content." Your use of Mash-Up Tools is subject to the following terms:

1. The license to use the Materials in connection with Mash-Up Tools is limited to Materials specifically made available by BAA for use in connection with Mash-Up Tools, and may be revoked by BAA at any time without liability to you;

2. The license to use the Materials in connection with Mash-Up Tools is solely for the purpose for you to manipulate the Materials or combine the Materials with your User Content or other users' User Content as expressly allowed by BAA on the Sites and you may only do so by using the Mash-Up Tools;

3. Your use of the Mash-Up Tools and Collaborative Content is subject to these Terms and any additional terms and conditions as BAA may from time-to-time notify you in these Terms or otherwise;

4. Notwithstanding your license grant to your User Content in the section titled "Information You Submit" above, you understand and agree that any Collaborative Content will be owned by BAA and BAA may make unlimited uses of the Collaborative Content; however, you reserve the right to use your contributions to Collaborative Content in works entirely unrelated to content if those contributions are not content or derivative works of Materials ("Your Contributions To Collaborative Content");

5. You will have no control over Collaborative Content after submission, including, without limitation, with respect to subsequent contributions made by third parties; and

6. You may use the Sites to create Collaborative Content pursuant to these Terms and, if expressly permitted on the Sites, you may engage in Viral Distribution pursuant to these Terms, but you will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Collaborative Content (except Your Contributions To Collaborative Content), or the Materials without our express written permission.

Viral Distribution. By express written direction on the Sites, BAA may grant you the limited, revocable permission to engage in Viral Distribution of Collaborative Content as may from time to time be made available on the Sites for such purpose. "Viral Distribution" means these personal uses only: (a) sending Collaborative Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; (c) posting and displaying a copy of Collaborative Content on a personal web site; or (d) posting and displaying a copy of the Collaborative Content on a third party web site that permits users to post content, so long as the posting is allowed pursuant to the third party site terms and conditions, and provided that the third party web site does not charge for access to the Collaborative Content or associate the Collaborative Content with products, services or advertising.

You agree to include, and not remove or alter, any of BAA's trademark, copyright or other proprietary rights notices, as required to be displayed with the Collaborative Content, and you agree to comply with usage guidelines that may be provided by BAA from time to time. BAA will not pay or reward you for Viral Distribution. You agree not to engage in spamming or other unlawful or objectionable behavior in connection with your Collaborative Content or Viral Distribution activities.

6. Widgets

The Sites may provide certain materials that you may choose to include in your personal web page or social networking profile page ("Personal Page") by pasting the HTML or other code provided by BAA and labeled as an embed code (or similar identifying label) ("Embed Code") into your Personal Page ("Widget"). For any Widgets that BAA makes available on the Sites, BAA grants you a license, subject to the restrictions in these Terms and any applicable Additional Terms, to include the Embed Code as provided by BAA (without editing) for inclusion on your Personal Page only. You agree that BAA's license grant to you to use Widgets on your Personal Page does not provide you with any intellectual property rights, including copyrights, in the materials made available via any Widget. You agree to include, and not remove or alter, BAA's trademark, copyright or other proprietary rights notices, as provided by BAA on the Widget, Widget code or materials made available via a Widget. You agree not to circumvent (or attempt to circumvent) the security or rights management features in the Widget or any component of the Widget that are designed to prevent users from copying, manipulating or retaining the materials made available via the Widget. You also agree to not use (or attempt to use) the Widget to display content other than the materials provided or intended by BAA to be displayed via a particular Widget.

 7. Copyright Agent

DMCA. You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (text at

http://www.copyright.gov), BAA has a designated agent for receiving notices of copyright infringement and we follow the notice and take down procedures of the DMCA. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.

Procedure. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide BAA's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright 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; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) 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; and (f) 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.

DMCA Agent. Our copyright agent is the Key Brand Entertainment, Inc. General Counsel, who may be reached by telephone at (310) 446-4900, Ext 114; by e-mail at copyrightagent@broadwayacrossamerica.com or by postal mail at Broadway Across America, Key Brand Entertainment, Inc., 10880 Wilshire Blvd., Suite 870, Los Angeles, California 90024.

NOTE: This contact information is for inquiries regarding potential copyright infringement only. It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

We will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party’s intellectual property rights.

8. Account Registration

Account Registration. Certain areas of the Sites may require registration or may otherwise ask you to provide information to participate in certain features, such as our eClub and our User Forums, in order to receive electronic newsletters or mobile alerts or to access certain Materials or post User Content or to participate in social networking activities. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Sites or engage in social networking. When you provide information to the Sites, you agree to provide only true, accurate, current and complete information.

If you register on the Sites and/or create a personal profile, you agree to accept responsibility for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Sites using your name in whole or in part. BAA reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability.

9. Your Warranties

You represent and warrant that: (i) all information you provide to BAA is true, accurate, complete and current; and (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all telephone, computer hardware, wireless devices and other equipment needed for access to and use of the Sites and you will be responsible for all charges related thereto.

10. User Interactions and Disputes

You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

11. Promotions

The Sites may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor's requirements of you in connection with the applicable sweepstakes, contest or promotion.

12. Third Party Links and Content

There may be links from the Sites, or communications you receive from the Sites, to third party web sites or our Sites may include third party content that we do not control, maintain or endorse. Accessing those third party sites requires you to leave the Sites. We do not control those third party sites or any of the content contained therein (including any social networking websites linked from our Sites where you agree to share your User Content) and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE SITES, INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. BAA ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD PARTY SITE THAT YOU VISIT.

13. Linking Policy

BAA grants you the revocable permission to link to the Sites; provided, however, that your web site, or any third party web sites that link to the Sites: (a) must not frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites; (b) must not imply that BAA or the Sites are endorsing or sponsoring it or its products, unless BAA has given its prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in BAA's sole opinion, harm BAA or its products or services; (d) must not use any BAA trademarks without the prior written permission from BAA; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in BAA's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, BAA reserves the right to prohibit linking to the Sites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

14. Mobile

Mobile Features. The Sites may offer features and services that are available to you via your mobile phone. These features and services may, include, without limitation, the ability to upload content to the Sites, receive messages from BAA, download applications to your mobile phone or access the Sites' features (collectively, the "Mobile Features"). Standard messaging, data and other fees may be charged by your carrier to participate in Mobile Features. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. Additional information on our Mobile Features, including how to stop receiving messages, will be provided on the Sites.

Terms of Mobile Features. You agree that the Mobile Features for which you are registered may send communications to your mobile device. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify BAA of any changes to your mobile number and update your account(s) on the Sites to reflect this change.

15. Software and Other Items Available For Download

Any items that we make available for download or use from the Sites and/or our servers (the "Downloadable Items") are the copyrighted work of BAA or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Sites, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.

16. Disclaimer of Warranties

THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BAA AND ITS PARENT, SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR EMPLOYEES; DIRECTORS; OFFICERS; SHAREHOLDERS; AGENTS; VENDORS; AND CONTRACTORS (COLLECTIVELY, THE “BAA PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITES; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO BAA OR VIA THE SITES. IN ADDITION, THE BAA PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE BAA PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE BAA PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE BAA PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE BAA PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.

THE BAA PARTIES DO NOT ENDORSE THE USER CONTENT OR COLLABORATIVE CONTENT, IS NOT RESPONSIBLE FOR THE USER CONTENT OR COLLABORATIVE CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH USER CONTENT OR COLLABORATIVE CONTENT) FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OR COLLABORATIVE CONTENT OBTAINED THROUGH THE SITES.

17. Disclaimers/Limitation Of Liability

LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE BAA PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITES; (B) THE MATERIALS; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT AND COLLABORATIVE CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BAA PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITES' TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BAA PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES). IN NO EVENT WILL THE BAA PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES, COUNTRIES, PROVINCES AND TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE BAA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).

YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY OF THE MATERIALS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITES OR THE MATERIALS.

WAIVER OF INJUNCTIVE RELIEF. YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BAA’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, THEATER, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE BAA PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, BROADWAY SHOW PRODUCTION OR OTHER MATERIALS OWNED OR CONTROLLED BY THE BAA PARTIES OR YOUR USER CONTENT OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.

WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE SITES, I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

18. Indemnification

You agree to defend, indemnify and hold harmless the BAA Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content or Collaborative Content; (b) your use of the Sites or activities in connection with the Sites; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or wireless device, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the BAA Parties' use of your information. You will cooperate as fully required by the BAA Parties in the defense of any claim. Notwithstanding the foregoing, the BAA Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The BAA Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the BAA Parties.

19. Termination and Modifications

Termination. BAA reserves the right to terminate your access to and use of the Sites, in its sole discretion, without notice and liability, including, without limitation, if BAA believes your conduct fails to conform with these Terms. BAA also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Sites or BAA. Any violation, or potential violation, of these Terms may be referred to law enforcement authorities.

Modifications. BAA reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials available on the Sites, without limitation, in whole or in part, including the cessation of all activities associated with the Sites, with or without notice. You agree that BAA will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites or any part thereof.

What happens upon Termination Upon termination of your access to the Sites, or upon demand from BAA, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Sites; and (b) destroy all Materials obtained from the Sites and all related documentation.

20. Location of Sites and Territorial Restrictions

Location of Sites. The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject BAA to any registration requirement within such jurisdiction or country. BAA controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations (except Broadwayacrosscanada.com). Anyone using or accessing the Sites from other locations does so on their own initiative and are responsible for compliance with United States', and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Software. Software related to or made available by this Sites may be subject to United States export controls. Thus, no software from the Sites may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) 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 any software related to the Sites, 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.

21. Governing Law, Jurisdiction and No Class Actions

GOVERNING LAW/JURISDICTION. THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA , WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITES, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO ANY SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to the Sites will be resolved individually, without resort to any form of class action.

22. Miscellaneous

The failure of BAA to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit BAA’s rights with respect to such breach or any subsequent breaches. No waiver by BAA of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized office of BAA. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. BAA may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without BAA’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against BAA by virtue of having drafted them.

23. Updated Terms

BAA reserves the right to modify or add to these Terms at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on this Site so that they are accessible via a link on the home page, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.