Agreement and Terms of Use

Effective February 18, 2025

Ovation, LLC and or its subsidiary and affiliated entities (“Ovation” “Company” or “us”) provides our users with access to on-demand content, including television shows, movies, clips and other content (collectively, the “Content”). Our video service, the Content, and any other products, features, tools materials or other services we make available to you are referred to collectively as the “Services”.

These terms and conditions (the “Terms”), which include our Privacy Policy located here https://ovationarts.tv/privacy-policy are a legally binding agreement between you and us governing your access to and use of the Service, the Content, and any website, mobile or other app, product, tools, feature, or other service offered by us that posts a link to or otherwise provides these Terms, and affect your legal rights and obligations (“Agreement”). By using the Service, you accept and agree to these Terms. If you do not agree to these Terms, please immediately discontinue use of the Service.

By accessing, browsing and/or using this site (the “Site”) and/or the Services, you consent to receiving electronic communications from the Company.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS WITH JURIES, AND LIMITS THE AVAILABLE REMEDIES. 

Company reserves the right to modify these Terms or to change, modify or otherwise alter any feature of the Service and/or the Site at any time in its sole discretion. You should review these Terms regularly, which are posted on the Company Site at https://ovationarts.tv/tos/. If we make material changes to these Terms, we will notify you by posting a notice on the Company Site. Any modifications to these Terms will become effective immediately; provided, however, for existing members, such modifications shall unless otherwise stated, be effective 30 days after posting. Your rights under this Agreement will terminate automatically without notice from Company if you fail to comply with any term(s) of the Agreement.

1. REPRESENTATIONS.
   By accessing or using the Service and/or the Site in any manner, you represent and warrant that you are a resident of the United States, that you are a subscriber to the Service; and that you have legal capacity to enter into this Agreement (i.e., that you are at least 18 years old and possess sufficient mental capacity). You represent that you have read and agree to abide by this Agreement and the Terms, and that you have read and are aware of and in agreement with the terms of our Privacy Policy. Individuals under the age of 18, or applicable age of majority, may utilize the Service only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.

2. LICENSE.
   Company grants to you a limited, non-exclusive, non-transferable, unassignable license to access, use and privately display the Service and to view the Content solely as provided in these Terms and only for your personal, non-commercial use on a streaming-only basis. You agree that you will not use the Service for public performances. You must continue to comply with the Terms to continue to access the Service. Please note that your computer(s) and/or device(s) must be connected to the Internet to access the Service, and you are responsible for the cost of any Internet connection. Additionally, the Service will only operate on certain hardware and software platforms. Please check the requirements periodically, as Company reserves the right to change or cease support of any hardware or software platforms at any time. This license will enable you to view, preview, select, and stream the Content and/or the Service in accordance with the Terms while your account is active. Any copying, including without limitation recording, of the Service, the Content, the Site, or any portion thereof is prohibited and will constitute a copyright violation. Violation of these Terms in any manner automatically terminates the license granted to you, and you must cease using the Service and/or the Site.

3. ACCESS AND USE OF THE SERVICES
   (a) In order to access the Service, you will need to use a computer, mobile device, streaming media player, or other device that meets the system and compatibility requirements that we establish from time to time (each, a “Compatible Device”). Certain features and functionalities of the Service may differ depending on the type of Compatible Device you use to access the Service. From time to time, and depending upon our agreements with our content providers and others, we may limit the number and types of Compatible Devices you can use to access the Service, and the number and types of simultaneous streams of Content you can access, and may require device and account verification for each simultaneous stream. In order to access the Service, you must have a high-speed broadband, wireless or similar internet connection from an internet service provider that meets certain technical specifications. Please note that multiple simultaneous streams, if permitted, as well as HD content, may require higher internet bandwidth. You are responsible for any costs or fees associated with your internet or mobile service used to access the Service. Your internet service provider or wireless carrier is not a party to this contract and is not responsible for the provision or support of the Service. Downloading, installing or using the Service may be prohibited or restricted by your network provider and the Service may not work with your network provider or device. The Service functionality may vary by device and medium, and we do not accept responsibility for or otherwise warrant the performance of various devices, including the compatibility of devices with the Service. By using the Service, you agree to look solely to the entity that manufactured and/or sold you the device for issues related to the device and its compatibility with the Service.

4. UNITED STATES SERVICE
   We are a company that provides Services in and makes Content available in the United States. Access to the Service outside of the United States is prohibited.

5. ACCOUNT REGISTRATION.
   To access the Service, you will be required to create an account (the “Account”) by following the instructions provided on our Site. Information provided by you must be correct, current, and complete and will not violate any law. If Company or affiliates believe such information is not correct, current or complete, or that you have otherwise violated this Agreement or any law, we have the right to suspend or terminate your Account, or refuse access to the Service. You are responsible for all activity occurring with your Account, including all uses of your Account by other members of your family or by third parties without your knowledge. Please notify us by email using the customer support account: support@ovationarts.tv if you suspect any unauthorized use of your account. Only the Account holder, and those with permission from the Account holder, may utilize the Account. By allowing others to use your Account, you agree to be responsible for ensuring they comply with these Terms. You are advised to keep your password confidential and to carefully guard the security of your password. Company and its affiliates shall not be liable for any loss or damage arising from your use or misuse of your Account, any subaccount(s) or failure to comply with the registration requirements.

6. FREE TRIALS
   Your Service subscription may start with a free trial. If we offer you a free trial, the specific terms of your free trial will be stated in the material describing the particular free trial or during your sign-up. Certain limitations may exist with respect to combining free trials with any other offers. Free trials are open only to new subscribers, and eligibility is in our sole discretion. You will be asked to provide a Payment Method (defined below) during sign-up for your free trial. Once your free trial ends, we will begin billing your Payment Method for your periodic subscription fees (plus any applicable taxes), unless you cancel prior to the end of your free trial. It is very important to understand that you will not receive a notice from Company that your free trial has ended and that payment for your subscription is due and payment will be processed. If you wish to avoid charges to your Payment Method, you must cancel your subscription prior to the end of your free trial period. You may cancel your subscription at any time as described in the Cancellation section of these Terms.
7. SUBSCRIPTIONS AND BILLING
   When purchasing your subscription to the Service, you may be presented with different plans or options. Different Service plans or options, including without limitation Service Bundles, may be subject to differences in pricing, eligibility, restrictions, features, and device availability.

   While we may offer Content from time to time for free, we charge a fee to access the Service. You can find the specific details regarding your subscription at any time by logging in on the Site and viewing your account details.

   By creating an Account on our Site and providing a credit card or other payment method accepted by Company (“Payment Method”) for the Service, you are expressly agreeing that we are authorized to charge you a periodic subscription fee on an ongoing/recurring basis corresponding to the term of your subscription, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Service to the Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging in on our Site to update your Account information. When you provide a Payment Method to access a subscription, including in connection with a free trial offer, our payment processing system may place an authorization hold on your Payment Method as part of the standard practice of verifying the Payment Method. If your Payment Method expires and you do not edit your Payment Method information or cancel your Account, you authorize us to continue billing, and you will remain responsible for any uncollected amounts.

As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription or expiration of your free trial period, if any, whichever is earlier, and on each periodic renewal date thereafter unless and until you cancel your subscription, or the Account or Service is otherwise suspended or discontinued pursuant to these Terms. To see the commencement date for your next renewal period, log in on the Site and view your Account details.

We automatically bill your Payment Method on the calendar day corresponding to the commencement of your subscription. For subscribers whose subscription starts with a free trial, billing will commence upon the expiration of the free trial. Where applicable, charges may be prorated for any partial month of Service. The interval of time between each recurring payment due date shall correspond to the term of your subscription and be referred to herein as a “Billing Period.” In the event your subscription began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you became a paying subscriber on January 31, your Payment Method would next be billed on February 28. You acknowledge that the timing of when you are billed and the amount billed each Billing Period may vary, including for example due to free trials and other promotional offers, gift card redemptions, credits applied, changes in your subscription plan, changes in your Payment Method, and changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. 

If we offer you a promotion (e.g., a promotional price) for your subscription, the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you describing the particular promotion. In the case of promotional pricing, we will begin billing your Payment Method for your subscription at the regular price after your promotion ends unless you cancel prior to the end of your promotion or unless otherwise disclosed in communications made available to you.

If you obtain a OA Service subscription through a third party (e.g., an app store), that subscription is also subject to the third party’s terms, and the provisions of this Agreement concerning subscription purchase, billing, cancellation/refunds and payments do not apply to that subscription to the extent this Agreement conflicts with the applicable third party’s terms regarding subscription purchase, billing, cancellations/refunds, and payments. For subscriptions obtained via a third party, your billing relationship will be directly with the applicable third party. 

We may offer the Service subscription bundled with other subscription services, including subscriptions to third-party services (each, a “Bundle”). Notice of the terms of the bundled subscription options will be provided to you at the time you register. The third-party subscriptions and services are governed by terms of use issued by those third parties. 

We reserve the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change.  If we change the subscription fee or other charges for your subscription, we will give you advance notice of these changes. However, we will not be able to notify you of changes in any applicable taxes.

8. CANCELLATION
   Your subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the Account or Service is otherwise suspended or discontinued according to these Terms. You must cancel your subscription before your next renewal date in order to avoid the next billing. We will bill the periodic subscription fee plus any applicable taxes to the current Payment Method on file for your Account. If you cancel your subscription, cancellation will be effective at the end of the current Billing Period—this means that you will have continued access to your subscription for the remainder of that period, but you will not receive a refund. You will also forfeit any service, referral or redeemed gift card credits upon cancellation. If we make the decision to offer a refund, discount or other consideration to some or all subscribers, the amount and form of such consideration, and the decision to provide them, are at our sole and absolute discretion. The provision of a consideration in one instance does not entitle you to a consideration in the future, nor does it obligate us to provide a consideration in the future, under any circumstance. You can cancel your subscription by logging into your Account and following the instructions on your account page on the Site. If you pay for the Service through your account with a third party (e.g., Amazon) and want to cancel your subscription or manage your billing, you will need to do so through your account with such third party.
9. UNPAID AMOUNTS
   We reserve the right to pursue any amounts you fail to pay in connection with the Service. You will remain liable to Company for all such amounts and all costs we incur in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.
10. CONTENT AND CONTENT LIMITATIONS.
    Content tends to elicit varying reactions among different subscribers. You may come across Content that you find offensive or objectionable, but that does not elicit the same reaction from another subscriber. Also, Content types, genres, subcategories and descriptions are provided as suggestions to help you navigate the Service, and Company does not guarantee that you will agree with them. You acknowledge these risks. Content, including but not limited to video, audio, graphics, photos, text, software and messages, may be streamed to you or otherwise made available to you. Please note that some Content may have an access window during which you will be able to view the Content. Company does not accept any liability for expiration of any access window. Company reserves the right, in its sole discretion, to disable access to any Content at any time, regardless of the posted access windows or its programming schedules. Please note that you will not be able to access Content from outside the United States, whether or not you are able to maintain an Internet connection used to access the Service. The availability of Content will change from time to time. The quality of your stream may vary from device to device, and may be affected by numerous factors, including your internet service and device capabilities. Not all Content is available in HD or UD format, and not all Internet connections are capable of streaming HD or UD-quality Content. Company makes no representations or warranties about the quality of your streaming experience.

 

11. COPYRIGHTS AND TRADEMARKS.
    (a) The Service, including but not limited to the Site, and all materials incorporated in the Service and the Site (including, but not limited to Content, text, photographs, graphics, video and audio) are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights under United States laws (“Intellectual Property”). The Content has been licensed for private use only and not for public exhibition. Unauthorized copying, editing, exhibition, broadcast or distribution of a copyrighted Service program can result in severe criminal and civil penalties under U.S. laws.

(b) Some of the characters, logos or other images incorporated by Company on the Service and the Site are also protected as trademarks, trade names and/or Service marks owned by Company (“Trademarks”). All other trademarks are the property of their respective owners. Use of the Trademarks or Intellectual Property of Company, or the trademarks or intellectual property of any other party is not authorized in any manner other than as incorporated into the Service and the Site.

(c) Company respects the intellectual property rights of others and asks users of the Service to do the same. Company and licensors of Service Content reserve the right, at any time, to prosecute any violation of copyright or other intellectual property laws to the fullest extent of the law, including both civil and criminal penalties.

12. COPYRIGHT INFRINGEMENT CLAIMS.
    If you believe that any Content appearing on the Service has been copied in a way that constitutes copyright infringement under the United States laws, please forward the following information to the Copyright Agent pursuant to the instructions below:

• • Your name, address, telephone number, and email address;
  • A description of the copyrighted work that you believe has been infringed;
  • The exact URL or a description of where the alleged infringing material is located;
  • 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;
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
  • 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.

Ovation, LLC

c/o UP Entertainment, LLC
1510 Ellsworth Industrial Blvd. NW, Suite 40 

Atlanta, GA 30318
Attn: Legal Department/Copyright Agent
E-Mail: copyright@ovationtv.com

Please note that while Company seeks to preserve any and all exemptions from liability that may be available under the copyright law, this is not a stipulation that Company is a service provider as defined in 17 USC section 512c or elsewhere in the law.

13. RESTRICTIONS ON USE OF MATERIALS.

(a) You agree to use the Service in accordance with all applicable laws, rules, regulations and restrictions on the Services and the Content. You may not copy, distribute, transfer, sell, license, publish, enter into a database, display, perform publicly, modify, create derivative works, upload, post, link to, frame, transmit, rent, or sublicense or in any way exploit any part of the Service (including the Content), or attempt to interfere with the operation of the Service in any way, except that you may access and view the Service for non-commercial, personal, entertainment use for a limited time, only as authorized herein. You may not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Service; remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notice marked on the Content or any digital rights management mechanism or access control measure associated with the Content, including geo-filtering mechanisms. You may not use any data mining, robots, or similar data gathering and extraction tools on the Service or on any portion of the Service. You may not distribute any part of the Service over any network, including a local area network, nor sell or offer it for sale. You may not assign, sublicense, pledge or transfer any of your rights or obligations under this Agreement without Company’s prior written consent which may be withheld in Company’s sole discretion. In addition, the Content or Site may not be used to construct any kind of database. Decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software or digital rights management feature on the Service into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software or any feature of the Service, or intercepting and/or recording network communications transmitted between the Service and Company are prohibited.

(b) You are prohibited from using any services or facilities provided in connection with the Service to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited.

(c) Company, its affiliates or distributors may suspend or terminate your subscription and access to the Service immediately if Company determines that you are in violation of these Terms. In such event, you must cease all use of the Service. The suspension or termination of your subscription is in addition to, and not in lieu of, any rights and remedies available to Company, its affiliates or distributors under these Terms or under applicable laws.

14. SERVICE UPDATES AND SOFTWARE.
    At various times, Company may choose to make available to you updates, bug fixes, or other changes or enhancements to the Service (collectively, “Service Updates”). Service Updates may be: (a) automatic, such as in connection with general website changes and additional features or updates to data required by the Service; (b) at your election, in which instance you will receive information and instructions for how to authorize optional Service Updates; and (c) mandatory, in which case you will be required to consent to the Service Update or install or upgrade a third-party plug-in if you wish to have continued access to the Service.

15. CUSTOMER SERVICE.
    If you need assistance with the Service and are unable to resolve your question via our help feature of the Service, please contact support@ovationarts.tv.

16. DISCLAIMER OF WARRANTIES.
    YOUR USE OF THE SERVICE AND THE SITE IS AT YOUR OWN RISK. THE SERVICE AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS AND OTHER CONTENT IN THE SERVICE AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY, ITS AFFILIATES, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS AFFILIATES, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT COMPANY’S SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY, ITS AFFILIATES, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS OR OTHER CONTENT IN THE SERVICE OR ANY SITE LINKED TO THE SERVICE FOR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

17. LIMITATION OF LIABILITY.
    COMPANY, ITS AFFILIATES, SERVICE PROVIDERS, SUPPLIERS AND/OR LICENSORS DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO FAILURE OF PERFORMANCE, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE, DELAY IN OPERATION OR TRANSMISSION, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF A RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICE AND/OR THE SITE OR THE MATERIAL, INFORMATION, SOFTWARE, FUNCTIONS OR OTHER CONTENT ON THE SERVICE AND/OR THE SITE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. YOU ASSUME THE RISK IN USING THE SERVICE AND/OR THE SITE AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Company may provide personally identifiable information in response to legal process, for example, in response to a court order or a subpoena. Company also may disclose such information in response to a law enforcement agency’s request. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

18. FEEDBACK AND POSTINGS.

(a) Portions of the Service and/or the Site may invite you to provide Company with feedback. Please be aware that Company does not accept unsolicited submissions of concepts, creative ideas, suggestions, stories, or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by Company might seem to others to be similar to the submitted concepts, creative ideas, suggestions, stories or other potential content. Therefore, please do not send Company any unsolicited submissions. In any event, no material you send to Company will be treated as confidential, and you are waiving any claims against Company regarding the use of such material.

(b) To the extent that use of the Service and/or the Site provides you or other users an opportunity to post and exchange information, content, and opinions (“Postings”), be advised that Company does not screen, edit, or review Postings, and Postings do not necessarily reflect the views of Company. To the fullest extent permitted by applicable laws, Company excludes all responsibility and liability for Postings or for any losses or expenses resulting from their use and/or appearance on the Site or elsewhere. Company reserves the right to monitor Postings and to remove any which it considers in its sole discretion to be offensive or otherwise in breach of these Terms of Use or in violation of general community standards and notions of decency. You represent and warrant that you have all necessary rights in and to all Postings you provide and all material, content and information they contain and that such Postings shall not infringe any proprietary right, intellectual property right or other rights of third parties. 

(c) You agree that Company is free to use any comments, information, ideas, concepts, reviews, techniques, opinions, statements, images, likenesses, videos or other material contained in any communication you send to Company or post on the Service, and/or through Company’s X, Facebook, or Instagram accounts or other social media accounts, in any and all media now known or hereafter invented, worldwide and in perpetuity without further compensation, acknowledgment or payment to you for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products/services and creating, modifying or improving the Service. In addition, you agree not to enforce any “moral rights” in such user-provided content, to the extent permitted by applicable law.

(d) Please act responsibly when using the Service and/or the Site. You may only use the Service and/or the Site and its contents for lawful purposes and in accordance with the Terms and applicable law. You are prohibited from storing, distributing or transmitting any unlawful material through the Service and/or the Site. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that, if any third party claims that material you have contributed to the Site is unlawful, you will bear the burden of establishing that it is lawful.

19. SUSPENSION OR TERMINATION OF SERVICE AND TERMINATION OF USE.
    We may in our sole discretion terminate or restrict your use of the Service, without compensation or notice, if we suspect that you are in violation of these Terms or engaged in illegal or improper use of the Service. Company and its affiliates and distributors reserve the right to investigate suspected violations of these Terms, and may seek to gather information from any user who is suspected of violating the terms of these Terms, and from any other user. We may also temporarily or permanently suspend, discontinue or terminate some or all of the Service, with respect to any or all users, at any time without notice, and you acknowledge that we may do so in our sole discretion. You further agree that we shall not be liable to you for any modification, suspension, termination or discontinuance of the Service, in whole or in part, although if you are an active subscriber and we suspend, terminate or discontinue the Service, we may, in our sole discretion, provide you with a credit, refund, discount or other form of consideration. In the event that we, in our sole discretion, suspend or terminate your user account due to your violation of these Terms of Use, you will not be eligible for any credit, refund, discount or other consideration.

20. INDEMNITY.
    You agree to indemnify and hold harmless Company, its directors, officers, members, parents, subsidiaries, affiliates, partners, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your breach of any of the Terms, representations or warranties, and/or from your placement or transmission of any content onto the Service’s servers or the Site, and/or from any and all use of your Account in violation of these Terms or the failure to fulfill any obligations relating to your Account incurred by you or any other person using your Account. Company reserves the right to take over the exclusive defense of any claim for which it is entitled to indemnification under this Section. In such event, you shall provide Company with such cooperation as is reasonably requested by Company.

21. BINDING ARBITRATION AND CLASS ACTION WAIVER
    PLEASE READ THIS PROVISION CAREFULLY—YOU ARE AGREEING TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.
    
    There may be instances in which disputes arise between us. You, on the one hand, and Company on the other hand, agree to resolve, by binding individual arbitration, all Disputes (including any related disputes involving Company or its affiliates) except for: (i) any claim within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is an individual dispute and not a class action; and (ii) any dispute relating to the ownership or enforcement of intellectual property rights.
    
    “Dispute” includes any claim, dispute, action, or other controversy, whether based on past, present, or future events, whether based in contract, tort, statute, or common law, between you and us concerning the Services, or this exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including, without limitation, the arbitrability of any dispute, and any claim that all or any part of this Agreement is void or voidable.
    
    YOU AND COMPANY AGREE TO WAIVE CLASS ACTION PROCEDURES.
    
    No party will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which any party acts or proposes to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the applicable arbitrations or proceedings. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all Disputes will be resolved in a court.

(a) Small Claims Court. Subject to applicable jurisdictional requirements, you or we may elect to pursue a Dispute in a local small claims court rather than through the informal dispute resolution process described below or arbitration, so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand, the other party may, in its sole discretion, inform the arbitral forum that it chooses to have the Dispute heard in small claims court. At that time, the arbitral forum will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

(b) Pre-Arbitration Informal Dispute Resolution. In the event of a Dispute, you and we agree to attempt to avoid the costs of formal dispute resolution by giving each party a full and fair opportunity to address and resolve the Dispute informally. Except for those Disputes eligible to be resolved in small claims court, the claiming party must send to the other party a notice of a Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party's individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of a Dispute to Ovation, LLC c/o UP Entertainment, LLC 1510 Ellsworth Industrial Blvd. NW, Suite 40, Atlanta, Georgia 30318, Attention: Legal and Business Affairs. We will send any notice of a Dispute to you at the contact information we have available for you in connection with your Service account. You and we will attempt to resolve a Dispute through informal negotiation within sixty (60) days beginning from the date the notice of a Dispute is sent. This informal negotiation requires an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and us (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to individually participate. Company will participate in the Conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the Conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party's claims before, during, or after any Conference or filing in small claims court. Each party agrees that a court may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

(c) Arbitration Process and Rules. If you and we do not resolve a Dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration. The arbitration demand must be accompanied by a certification personally signed by you (and your attorney, if you are represented by legal counsel) if you are initiating the arbitration or by representative of Company (and our attorney, if we are represented by counsel) if we initiate the arbitration.  Such statement must state that you or we, as applicable, satisfied the pre-arbitration informal dispute resolution process.  By signing the certification, the attorney represents that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (1) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. If the arbitrator finds that either the substance of a claim or the relief sought violate the representation requirements of Federal Rule of Civil Procedure 11, to the extent permitted by law, the arbitrator shall have the same power to award sanctions consistent with that rule.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, and not state law, governs the interpretation and enforcement of this arbitration agreement. Any demand for arbitration must be filed with National Arbitration and Mediation (“NAM”) (https:/www.namadr.com/) or Miles Mediation and Arbitration (https:/www.milesmediation.com/). The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The arbitration will be conducted by a single, neutral arbitrator. Arbitration may be conducted in person, through the submission of documents, by phone, or online, Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Atlanta, Georgia; provided, however, that if you can demonstrate that arbitration in Atlanta would create an undue burden to you, the arbitrator may hold an in-person hearing in your hometown area. You and Company agree to submit to the exclusive jurisdiction of the federal or state courts located in Atlanta, Georgia, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to either party individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy such party's individual claim.

(d) Fees. If we initiate an arbitration against you, we will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration, you will be responsible for the nonrefundable initial filing fee and other applicable fees, as required by NAM or Miles Mediation and Arbitration. NAM permits any person to request information as to fees for its services at https:/iww.namadr.com/info-request-form/?request_type=Standard_Fees_and_Costs. Miles Mediation and Arbitration fees can be found at https://milesmediation.com/rate-and-fee-schedule/.

You and Company agree that we have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. You and Company agree that the parties (and your and our counsel, if you and we are represented by legal counsel) will work together in good faith to ensure that arbitration remains cost-effective for all parties. 

Notwithstanding anything to the contrary herein, if Company is required to pay your portion of the arbitration fee for this arbitration agreement to be enforceable, it shall do so.

(e) Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for an arbitration hearing with respect to a Dispute, you or we may serve a written offer of judgment on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever is first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party's costs (including all fees paid to the arbitral forum) from the time of the offer.

(f) Arbitration Agreement Survival. If any part or parts of this arbitration agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the arbitration agreement will continue in full force and effect. This arbitration agreement will survive the termination of your relationship with Company, including any revocation of consent or other action by you to end your participation in the Services or any communication with us.

(g) Opt-out. You may opt out of this arbitration agreement via mail. If you do so, neither party can force the other party to arbitrate. To opt out, you must notify us in writing no later than thirty (30) calendar days after first becoming subject to this arbitration agreement; otherwise, you shall be bound to arbitrate Disputes on a non-class basis in accordance with this Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. Your opt-out notice must include your name and address, the email address you used to set up your Service account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement (and, if applicable, that you want to opt out of the class action waiver). You must mail your opt-out notice to Ovation, LLC Opt-Out, c/o UP Entertainment, LLC  1510 Ellsworth Industrial Blvd. NW, Suite 40, Atlanta, Georgia 30318. For clarity, opt-out notices submitted via email will not be effective.

If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.

22. SEVERABILITY.
    If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.

23. NOTICE, COMMUNICATION, AND SMS POLICY.
    By providing your mobile phone number and agreeing to the Terms, you consent to receiving electronic communications (including without limitation SMS or MMS) from us or our authorized partners for marketing and transactional purposes. These communications may involve without limitation sending SMS messages to the phone number you provide to us and emails to the email address you provide to us, and are part of your relationship with Company.

You can revoke your consent to receive marketing messages via SMS or MMS by replying “STOP” to any message. You can revoke your consent to receive marketing messages via email by clicking unsubscribe on any message. You can also revoke your consent to receive marketing messages via SMS/MMS and email by contacting us at privacy@ovationtv.com. 

You acknowledge that opting out of marketing messages to not affect our right to send you transactional and account-related messages.

You acknowledge standard messaging and/or data rates may apply for each message sent or received from your handset or other applicable device according to the terms and conditions of your service agreement with your wireless carrier. Other charges may apply (such as normal airtime and carrier charges) and may appear on your mobile device bill or be deducted from your prepaid account balance. Wireless carriers' rate plans may vary, and you should contact your wireless carrier for more information on messaging rate plans and charges. 

You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you acknowledge that we recommend that you save a paper or electronic copy of such communications. You acknowledge that you are responsible for maintaining the accuracy of your user information, including your email address, and that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements even if your email address is no longer accurate when the electronic communication is sent to you. 

For information about our policies and practices regarding the collection and use of your information, please read our Privacy Policy located at https://ovationarts.tv/privacy-policy. The Privacy Policy is incorporated by reference and made part of these Terms. Thus, by agreeing to these Terms, you agree that your presence on the Site and use of the Service are governed by the Privacy Policy in effect at the time of your use.