For purposes of this document “ECLIPSE” is defined as Eclipse Theaters, Eclipse 24/7, Eclipse
Streaming, and any related affiliates (sometimes referred to as the “Company” or “us”).
Thank you for visiting Eclipse 24/7. ECLIPSE 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”.
https://bit.ly/PrivacyPolicy_EclipseStreaming is a legally binding agreement between you and
us governing your access to and use of the Service, the Content, and the applications, tools or
features offered by the Company from time to time, and affect your legal rights and obligations.
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 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.
ECLIPSE 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 Eclipse 24/7 Site at watch.eclipsetheaters.com. If we
make material changes to these Terms, we will notify you by posting a notice on the Eclipse
24/7 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 ECLIPSE if you fail to comply with any term(s) of the Agreement.
By accessing or using the Service and/or the Site in any manner, you represent and warrant that
you are a resident of the Territory, 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
utilize the Service only with the involvement of a parent or legal guardian, under such person’s
account and otherwise subject to these Terms.
ECLIPSE 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) 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 specified
at the Help feature of the Service. Please check the requirements periodically, as ECLIPSE
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 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.
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
We are a company that provides Services in and makes Content available in the United States and countries for which the Content is approved for license and distribution. Access to the Service outside of the United States is determined based on our rights agreement for the Content. Rights and licensing restrictions may differ based on the film title.
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 ECLIPSE 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: email@example.com 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. ECLIPSE 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.
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 ECLIPSE 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.
SUBSCRIPTIONS AND BILLING
While we may offer Content from time to time for free, we charge a fee to access the Services.
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 ECLIPSE (“Payment Method”) for the Service, you are
expressly agreeing that we are authorized to charge you a periodic subscription fee on a
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. ECLIPSE automatically bills 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. 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.
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.
We reserve the right to pursue any amounts you fail to pay in connection with the Service. You
will remain liable to ECLIPSE 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.
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 ECLIPSE 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. ECLIPSE does not accept any liability for
expiration of any access window. ECLIPSE 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 Territory,
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. ECLIPSE makes no
representations or warranties about the quality of your streaming experience.
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 ECLIPSE on the Service and
the Site are also protected as trademarks, trade names and/or Service marks owned by ECLIPSE
(“Trademarks”). All other trademarks are the property of their respective owners. Use of the
Trademarks or Intellectual Property of ECLIPSE, 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) ECLIPSE respects the intellectual property rights of others and asks users of the Service to do the same. ECLIPSE 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.
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
11700 W. Charleston Blvd
Las Vegas, NV 89135
Attn: Copyright Agent
Please note that while ECLIPSE seeks to preserve any and all exemptions from liability that may
be available under the copyright law, this is not a stipulation that ECLIPSE is a service provider
as defined in 17 USC section 512c or elsewhere in the law.
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 ECLIPSE’s prior written consent which may be withheld in ECLIPSE’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 ECLIPSE 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) ECLIPSE, its affiliates or distributors may suspend or terminate your subscription and access
to the Service immediately if ECLIPSE 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 ECLIPSE, its
affiliates or distributors under these Terms or under applicable laws.
SERVICE UPDATES AND SOFTWARE
At various times, ECLIPSE 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.
If you need assistance with the Service and are unable to resolve your question via our Help
feature of the Service, please contact firstname.lastname@example.org.
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, ECLIPSE, 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 NONINFRINGEMENT. ECLIPSE, 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 ECLIPSE’S
SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. ECLIPSE, 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.
LIMITATION OF LIABILITY
ECLIPSE, 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 ECLIPSE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU
(AND NOT ECLIPSE) 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
FEEDBACK AND POSTINGS
(a) Portions of the Service and/or the Site may invite you to provide ECLIPSE with feedback.
Please be aware that ECLIPSE 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 ECLIPSE might seem to others to be similar to
the submitted concepts, creative ideas, suggestions, stories or other potential content.
Therefore, please do not send ECLIPSE any unsolicited submissions. In any event, no material
you send to ECLIPSE will be treated as confidential, and you are waiving any claims against
ECLIPSE 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 ECLIPSE does not screen, edit, or review Postings, and Postings do not necessarily reflect the views of ECLIPSE. To the fullest extent permitted by applicable laws, ECLIPSE 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. ECLIPSE 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
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 ECLIPSE 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
Twitter, Facebook and Instagram accounts or other social media accounts, in any and all media
now known or hereafter invented, worldwide and in perpetuity without further compensation,
acknowledgement 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 userprovided 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 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.
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. ECLIPSE 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
refund, discount or other consideration. ECLIPSE may provide personally identifiable
information in response to legal process, for example, in response to a court order or a subpoena. ECLIPSE also may disclose such information in response to a law enforcement
agency’s request. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS ECLIPSE
AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ECLIPSE
DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A
CONSEQUENCE OF INVESTIGATIONS BY EITHER ECLIPSE OR LAW ENFORCEMENT AUTHORITIES.
You agree to indemnify and hold harmless ECLIPSE, 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. ECLIPSE 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 ECLIPSE with such cooperation as is reasonably requested by
AGREEMENT TO ARBITRATE
(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws
of the State of Nevada, as they are applied to agreements entered into and to be performed
entirely within Nevada and without regard to conflict of law principles.
(b) Any dispute, claim or controversy arising out of or relating to the Service or your use of the
Service, including the Site, user interface or these Terms must be filed within one year of the
relevant events. You waive or give up your right to pursue any dispute, claim or controversy
that is not filed within one year, and any right you may have had to pursue that dispute, claim
or controversy is permanently barred.
(c) Except as set forth in subparagraph (j) below, ECLIPSE and you agree that any dispute, claim
or controversy arising out of or relating to the Service or your use of the Service, including the
Site, user interface, or these Terms, shall be determined by binding arbitration instead of
courts. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not
limited to: (i) claims arising out of or relating to any aspect of the relationship between ECLIPSE
and you, whether based in contract, tort, statute, fraud, misrepresentation or any other legal
theory; and (ii) claims that may arise after the termination of this Agreement. You agree that,
by entering into this Agreement, you and ECLIPSE are each waiving the right to a trial by jury or
to participate in a class action. This Agreement evidences a transaction in interstate commerce,
and thus the Federal Arbitration Act governs the interpretation and enforcement of this
provision. This arbitration provision shall survive termination of this Agreement.
(d) A party who intends to seek arbitration must first send to the other, by certified mail, return
receipt requested, or by other delivery service that provides proof of delivery (e.g., FedEx), a
written notice of dispute (“Notice”). The Notice to ECLIPSE should be addressed to: General
Counsel, Eclipse 24/7, 11700 W. Charleston Blvd Las Vegas, NV 89135 (“Notice Address”). The
Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the
specific relief sought. If ECLIPSE and you do not reach an agreement to resolve the claim within
60 days after the Notice is received, you or ECLIPSE may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by ECLIPSE or you shall not be
disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you
or ECLIPSE is entitled.
(e) If your claim is for less than $75,000, upon written request to the Notice Address prior to
commencement of the arbitration, ECLIPSE will advance the arbitration filing fee and
arbitrator’s costs by direct payment to the appropriate entity. If the arbitration proceeding is
decided in ECLIPSE’s favor, you shall reimburse ECLIPSE for the fees and costs advanced to the
extent available in a judicial proceeding. If the arbitration is decided in your favor, which occurs
if there is an award to you that is greater than the value of ECLIPSE’s last written settlement
offer made before an arbitrator was selected, if any, you will not be required to reimburse
ECLIPSE for any of the fees and costs advanced.
(f) The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary
Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American
Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the
AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-
7879. The arbitrator is bound by the terms of this Agreement, including the Disclaimer of
Warranties and Limitation of Liability provisions. The arbitrator shall have the right to award
money damages and other appropriate relief, consistent with the terms of this agreement;
HOWEVER, THE ARBITRATOR SHALL NOT HAVE THE RIGHT TO AWARD INJUNCTIVE RELIEF
AGAINST EITHER PARTY OR TO CERTIFY A CLASS ACTION OF ANY KIND.
(g) All issues are for the arbitrator to decide. Unless ECLIPSE and you agree otherwise, any
arbitration hearings will take place either (i) in person in the county (or parish) of the billing
address for your subscription according to your Account, or in Nevada, at your option, or (ii) by
video conference during which you shall be able to appear from the county (or parish) of the
billing address for your subscription, again according to your Account, or any other location of
your choosing which has appropriate video conference facilities available. If your claim is for
$10,000 or less, there shall be no in person hearing; and ECLIPSE agrees that you may choose
whether the arbitration will be conducted solely on the basis of documents submitted to the
arbitrator, through a telephonic hearing, or by video conference as established by the AAA
Rules. If your claim exceeds $10,000, the right to and format of a hearing will be determined by
the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator
shall issue a reasoned written decision sufficient to explain the essential findings and
conclusions on which the award is based.
(h) Each party shall be responsible for their own attorney’s fees. Although under some laws
ECLIPSE may have a right to an award of attorneys’ fees and expenses if it prevails in an
arbitration, ECLIPSE agrees that it will seek such an award only in the event that the substance of your claim or the relief sought has been deemed by the arbitrator to be frivolous or brought
for an improper purpose (as measured by the standards set forth in Federal Rule of Civil
(i) YOU AND ECLIPSE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ECLIPSE
agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may
not otherwise preside over any form of a representative or class proceeding.
(j) Notwithstanding the foregoing, disputes enforcing, protecting, or concerning the validity of
any of your or ECLIPSE’s intellectual property rights (or the intellectual property rights of any
licensor of Service content are not covered by this agreement to arbitrate.
(k) If the waiver of the right to participate in a class action set forth in subparagraphs (c) and (f)
above is found to be illegal or unenforceable for any reason whether by judicial, legislative, or
other action, then the entirety of the agreement to arbitrate contained in subparagraphs (c)
and (f) is null and void. In that instance, you and ECLIPSE agree to waive your right to a jury trial.
You and ECLIPSE further agree that any dispute, claim or controversy arising out of or relating
to the Service or your use of the Service, including the Service website, user interface, and
these Terms shall be brought in the appropriate state or federal court located in Clark County,
Nevada and that the parties both irrevocably consent to the exclusive jurisdiction and venue of
the state or federal courts in Clark County, Nevada.
(l) References in this paragraph to ECLIPSE and “you” include our respective subsidiaries,
affiliates, agents, employees, predecessors in interest, licensees, licensors or providers of
content, successors, and assigns, as well as all authorized or unauthorized users of the Service
under this or prior Agreements. This agreement to arbitrate does not preclude you from
bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law
allows, seek relief against ECLIPSE on your behalf.
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.
NOTICE AND COMMUNICATION
By using the Service, you consent to receiving electronic communications from us. These
communications may involve sending emails to the email address you provide to us, and are
part of your relationship with ECLIPSE. 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 and legal communication
requirements even if your email address is no longer accurate when the electronic