IMPORTANT - This Is Your INSTANT REPLAY Subscription Agreement

NEW CENTURY TELEVISION SUBSCRIPTION AGREEMENT
(Version 0.1 – July 18, 2002)

This NEW CENTURY TELEVISION subscription agreement provides important information about your subscription, so you should take the time to read and understand it.

1. To become an NEW CENTURY TELEVISION subscriber, you must be at least 18 years old. If you are younger, your parent or guardian must create the account.

2. In order to use NEW CENTURY TELEVISION, you must agree to, and follow the terms of this Agreement. If we change the agreement, or our services, or our pricing, you may either decide to cancel your subscription, or to continue to follow the terms of this agreement.

3. In order to use NEW CENTURY TELEVISION, you must use your email address and a confidential password. Do not reveal your password to others. You will be responsible for any activity on your account.

4. If you are not ready to become an NEW CENTURY TELEVISION subscriber, you may use some of NEW CENTURY TELEVISION’s features and you may view some of NEW CENTURY TELEVISION’s programs and channels as a Trial Subscriber. There is no charge for this service, but you may apply for the Trial only one time with each email address. After the Trial period ends, you may cancel the subscription.

5. If you elect to become an NEW CENTURY TELEVISION subscriber, you agree to pay all charges set forth on the NEW CENTURY TELEVISION site, and upon the terms set forth on the site and in this Agreement. All charges are exclusive of any value added tax (“VAT”), sales tax or other taxes, except as required by applicable law. NEW CENTURY TELEVISION reserves the right to change prices or to institute new charges for the service, or any portion thereof, upon prior notice. Your continued use of NEW CENTURY TELEVISION constitutes your agreement to such changes.

6. NEW CENTURY TELEVISION will charge the monthly NEW CENTURY TELEVISION subscription fee, and any fees for additional usage, to the credit card account provided by you. You also agree that NEW CENTURY TELEVISION may automatically charge your credit card for renewal of your subscription without further authorization from you, unless and until you provide NEW CENTURY TELEVISION with at least five (5) days prior notice that you do not wish to renew your membership to NEW CENTURY TELEVISION. You may provide notice that you do not wish to renew your NEW CENTURY TELEVISION membership by sending an email to: cancellations@instantreplay.net. On an annual basis, you will receive an email about 30 days prior to the annual anniversary of your membership. The email will remind you that the credit card you used for your original membership will be billed on the anniversary date. If you do not elect to renew your membership, all personal data related to your personal viewing on NEW CENTURY TELEVISION will be deleted at the expiration of your membership period.

If payment is not received by NEW CENTURY TELEVISION from your credit card issuer or its agents, you agree to pay all amounts due from you for your NEW CENTURY TELEVISION membership, upon demand by NEW CENTURY TELEVISION.

7. While NEW CENTURY TELEVISION makes reasonable efforts to ensure that NEW CENTURY TELEVISION is available at all times, NEW CENTURY TELEVISION does not guarantee, represent or warrant that such services will be uninterrupted or error-free, and does not guarantee that users will be able to access or use all the features, programs, and/or channels at all times.

8. Subject to any specific license agreements for various software features, programs and channels, NEW CENTURY TELEVISION may change, suspend or discontinue any (or all) aspects of the service at any time. NEW CENTURY TELEVISION may also impose limits on the use of or access to certain features or portions of the service, or restrict your access to any part or all of these elements, without notice or liability.

9. Much of the Content available through NEW CENTURY TELEVISION is owned by others, and is protected by copyrights, trademarks, rights of publicity and other intellectual property rights. You must not copy, transmit, modify, distribute, show in public or in private or create any derivative works from any of the Content you find through NEW CENTURY TELEVISION. Making unauthorized copies of any Content can lead to the termination of your NEW CENTURY TELEVISION (without any refund of any prepaid fees or other amounts, subject to applicable law) and may even subject you to legal action. In addition, the owner of the Content may take criminal or civil action against you. If a Content owner takes legal action against NEW CENTURY TELEVISION because of your unauthorized use of Content, you agree (to the extent permitted by applicable law) to hold harmless and indemnify NEW CENTURY TELEVISION, its subsidiaries, affiliates, related companies, employees, officers, directors, agents and suppliers against any liability, claims, or demands, including the costs of NEW CENTURY TELEVISION hiring attorneys to defend against the action.

10. Violations of system and network security are prohibited, and may result in criminal and civil liability. NEW CENTURY TELEVISION will investigate incidents involving such violations and may involve and will report any suspected criminal activity to and cooperate with law enforcement. Examples of system and network security violations include the following:

* Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorization of the owner of the system or network;
* Unauthorized monitoring of data or traffic on any network or system without the express authorization of the owner of the system or network;
* Interference with service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks;
* Falsifying your user identity or providing other false information to NEW CENTURY TELEVISION in connection with your use of the service;
* Taking any other action to disrupt the normal use of NEW CENTURY TELEVISION or the Internet by other users
* Use of software that allows your account to stay logged on while you are not actively using the account or watching programs.

11. By becoming an NEW CENTURY TELEVISION subscriber, you agree (to the extent permitted by applicable law) to waive any claims you may have against NEW CENTURY TELEVISION, and to hold NEW CENTURY TELEVISION harmless and indemnify NEW CENTURY TELEVISION with regard to any claims, relating to action taken by NEW CENTURY TELEVISION as part of its investigation of any suspected violation of this Agreement. This means that you cannot sue NEW CENTURY TELEVISION or recover any damages whatsoever from NEW CENTURY TELEVISION as a result of NEW CENTURY TELEVISION’s investigation or conclusion that a violation of this Agreement has occurred.

12. If you access NEW CENTURY TELEVISION through downloaded software or a CD-ROM, then these provisions relating to software licenses apply to you. Nothing in these provisions, however, supersedes any terms of any end-user license for software provided with your computer or any separate software application provided to you as part of NEW CENTURY TELEVISION.

12. NEW CENTURY TELEVISION provides you with a limited license to use the software providing access to NEW CENTURY TELEVISION, which you agree to use in accordance with these rules. You may not sublicense, or charge others to use or access, this software. NEW CENTURY TELEVISION will occasionally provide automatic upgrades to improve your on-line experience.

13. NEW CENTURY TELEVISION grants to you a non-exclusive, limited license to use the software designed to provide access to NEW CENTURY TELEVISION for the sole purpose of connecting you to NEW CENTURY TELEVISION. This license is subject to the restriction that, except where expressly permitted by law, you may not translate, reverse-engineer or reverse-compile or decompile, disassemble or make derivative works from the software. You may not modify the software or use it in any way not expressly authorized by this agreement. You understand that NEW CENTURY TELEVISION’s introduction of various technologies may not be consistent across all platforms and that the performance and some NEW CENTURY TELEVISION features may vary depending on your computer and systems and other equipment.

14. You expressly agree that your use of, or inability to use, the NEW CENTURY TELEVISION services are at your sole risk. NEW CENTURY TELEVISION services are provided “as is” and “as available” for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you.

15. NEW CENTURY TELEVISION does not guarantee that any content, information, software or other material accessible through NEW CENTURY TELEVISION will be free of viruses, “worms”, “trojan horses”, or other harmful components. NEW CENTURY TELEVISION’s entire liability and your sole and exclusive remedy with respect to the use of any services provided by NEW CENTURY TELEVISION shall be cancellation of your account.

16. In no case shall NEW CENTURY TELEVISION, its directors, officers, employees, affiliates, agents or contractors be liable for any direct, indirect, incidental, special or consequential damages arising from your use of NEW CENTURY TELEVISION or for any other claim related in any way to your NEW CENTURY TELEVISION use. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, NEW CENTURY TELEVISION’s liability shall be limited to the extent permitted by law.

17. Except as expressly set forth in any separate software license or in this agreement, NEW CENTURY TELEVISION does not endorse, warrant or guarantee any third-party product or service offered through NEW CENTURY TELEVISION and will not be a party to or in any way be responsible for monitoring any transaction between you and any third parties through NEW CENTURY TELEVISION. You hereby release NEW CENTURY TELEVISION from any and all obligations, liability and claims in excess of these liability limitations.

18. NEW CENTURY TELEVISION may give notice to any NEW CENTURY TELEVISION user by sending an e-mail message to the user’s mailbox or by sending a letter via postal mail to the contact address listed in the user’s NEW CENTURY TELEVISION registration. NEW CENTURY TELEVISION users may contact NEW CENTURY TELEVISION by filling out the “Comments and Ideas” form in the “Submitting comments and ideas” section of the NEW CENTURY TELEVISION Help system.

19. With respect to NEW CENTURY TELEVISION, this Agreement represents your entire agreement with NEW CENTURY TELEVISION. You agree that this agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, as a NEW CENTURY TELEVISION user, and NEW CENTURY TELEVISION.

20. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of the State of Pennsylvania, excluding its conflicts of law rules, govern this agreement and your use of NEW CENTURY TELEVISION. Your conduct and use of NEW CENTURY TELEVISION may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with NEW CENTURY TELEVISION regarding NEW CENTURY TELEVISION or relating in any way to your account or your use of NEW CENTURY TELEVISION resides in the courts of the State of California. You further agree and expressly consent to the exercise of personal jurisdiction in the California courts in connection with any such dispute, including any claim involving NEW CENTURY TELEVISION or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers with respect to NEW CENTURY TELEVISION.

[Add: State of Pennsylvania consumer rights notice]
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[Note: This agreement is based, in part, upon the Apple .mac user agreement, and is intended only as an example of the kind of Subscriber Agreement that will be used by NEW CENTURY TELEVISION.]