Overview

This Terms of Service Agreement (“Agreement”) is between you and Cheddar Media, Inc. (“Cheddar”, “we” or “us”). The Agreement governs your use of our service (the “Cheddar Service”), which allows consumers like you to have access to and view certain on-demand content and live-streaming content (“Cheddar Content”) for a limited time for no fee. The Cheddar Service includes the Site, the Cheddar Content and the Cheddar Apps.

When you use the Cheddar Service, by viewing Cheddar Content, or accessing the Cheddar website (“Site”) or downloading one of the mobile applications (“Cheddar Apps”), you represent that (1) you have read, understood, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with Cheddar, and (3) you have the authority to enter into this Agreement personally. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you register on the website. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE CHEDDAR SERVICE.

PLEASE BE AWARE OF THE ARBITRATION SECTION OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

Privacy

Cheddar’s policies concerning the information we collect about you, how we use it, and with whom we share are set forth in our Privacy Policy.

Third-Party Services

Third-Party Websites, Applications & Ads: The Cheddar website may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we may not warn you that you have left the Cheddar website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Cheddar. Cheddar is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Cheddar provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave the Cheddar website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

App Stores: You acknowledge and agree that the availability of the Cheddar Apps and the Services is dependent on the third party from whom you received the Cheddar Apps license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Agreement is between you and Cheddar and not with the App Store. Cheddar, not the App Store, is solely responsible for the Cheddar website and Cheddar Services, including the Cheddar Apps, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Cheddar Apps, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Cheddar website and Cheddar Services, including the Cheddar Apps. You agree to comply with, and your license to use the Cheddar Apps is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Cheddar website and Cheddar Services, including the Cheddar Apps. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.

Licenses and Intellectual Property

Cheddar Apps License: Subject to your compliance with the Agreement, Cheddar grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Cheddar Apps on a single mobile device or computer that you own or control and to run such copy of the Cheddar Apps solely for your own personal purposes. Furthermore, with respect to any Cheddar Apps accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS or tvOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

You understand that Cheddar may require to you accept updates to Cheddar Services that you have installed on your computer or Cheddar Apps.

License to Cheddar Content: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes.

You may not resell streams or downloads, use any Cheddar Content for any commercial purpose, redistribute or retransmit any Cheddar Content, publicly perform or display any Cheddar Content, or make derivative works from any Cheddar Content.

Cheddar Service: Subject to the terms hereof, Cheddar grants you permission to use the Cheddar Service, for the purpose of purchasing and viewing Cheddar Content for your personal entertainment. All rights not expressly granted by Cheddar are reserved.

Your Content: To the extent that you submit any content to Cheddar, you grant Cheddar an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. If you provide any feedback about improving Cheddar, we will have the right to use your feedback without compensation to you. You represent and warrant that any content you submit to Cheddar does not, and will not, violate any law or any third party’s rights, including any intellectual property rights.

Acceptable Use Policy

In using the Cheddar Service, you will not:

  • Scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Cheddar Service or any source code therein;
  • Attempt to circumvent any technical measures (including digital rights management) that we may employ;
  • Take any measures to interfere with or damage the Cheddar Service;
  • Use the Cheddar Service to transmit tortious, unlawful, infringing, and otherwise objectionable content;
  • Spam or harass Cheddar or any other user;
  • Use any fraudulent, deceptive, or misleading practices;
  • Collect personal information about other Cheddar users;
  • Engage in any commercial activities except as permitted by us; or
  • Engage in any illegal activities.

Term and Termination

This Agreement begins when you first use the Cheddar Service. We reserve the right to terminate your Account or restrict access to your Account for any reason, including your breach of this Agreement.

Disclaimers

YOUR USE OF THE CHEDDAR SERVICE, INCLUDING THE CHEDDAR APPS, AND ANY CHEDDAR CONTENT IS AT YOUR OWN RISK. CHEDDAR PROVIDES THE CHEDDAR SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

CHEDDAR DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the above, Cheddar makes no representations or warranties concerning:

  • The availability of the Cheddar Service or the Cheddar Apps in a particular jurisdiction.
  • The availability of the Cheddar Service or the Cheddar Apps for any particular device, operating system, or browser.
  • The continued support for a particular feature of the Cheddar Service or the Cheddar Apps.
  • The viewing quality of any Cheddar Content. Cheddar does not guarantee that you will be able to use the Cheddar Service, the Cheddar Apps or view any Cheddar Content uninterrupted or error-free.
  • The content of any Cheddar Content or the suitability of any Cheddar Content for any audience. All opinions and statements expressed by or in Cheddar Content (or related materials) are those of the persons involved in the production of the Cheddar Content, not Cheddar.
  • The continued availability of any Cheddar Content.

Limitation of Liability

To the maximum extent permitted by law, Cheddar, its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners shall not be liable for (i) any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses; (ii) damages relating to any dispute between you and another Cheddar user; or (iii) damages exceeding the greater of USD $100 or the amounts paid by you to Cheddar over the 12 months preceding the filing of your claim. The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Cheddar has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose.

Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

Indemnification

You shall indemnify, defend, and hold harmless Cheddar and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Cheddar Content; (ii) your use of, or inability to use, Cheddar Service, Cheddar Apps, or Cheddar website; (iii) your breach of this Agreement or violation of any law or third party right; or (iv) any content that you upload or submit to us.

Binding Arbitration and Governing Law

Binding Arbitration with Cheddar: You and Cheddar agree that any dispute between you and Cheddar arising out of or relating to this Agreement or your use of the Cheddar Service shall be resolved by BINDING ARBITRATION administered by JAMS.

IF YOU AGREE TO ARBITRATION WITH COMPANY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST COMPANY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION

AGREEMENT.

Waiver of Class Action Claims: By agreeing to arbitrate your claims against Cheddar, (i) YOU GIVE UP YOUR RIGHT TO GO TO COURT AND HAVE YOUR CLAIMS TRIED BY A JUDGE OR JURY (except for matters that may be taken to small-claims court); and (ii) YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

Right to Bring Small Claims Actions: The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain any class action, class arbitration, or other representative action or proceeding.

Arbitration Rules: The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitration proceeding shall be governed by the then-effective JAMS’ Comprehensive Arbitration Rules or Streamlined Arbitration Rules, depending on the amount in dispute, and JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses. You have the right to a fair hearing before a neutral arbitrator and the opportunity to participate in the process of choosing the arbitrator. The arbitrator shall have the right to award all remedies that court may award.

Court Proceedings: Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes an action and, to the extent permitted by law, both Cheddar and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.

30-Day Right to Opt Out: You have the right to opt out of the provisions of this arbitration agreement by sending written notice of your decision to opt out to the following address: legal@cheddar.com, within 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Cheddar username (if any), the email address you used to set up your Cheddar Account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of this Agreement will continue to apply to you. Opting out of this arbitration agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Governing Law: This Agreement shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

General Terms

No Waiver: The failure of Cheddar to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

Interpretation: Headings are provided for convenience and shall not be used to construe the terms hereof.

Assignment: This Agreement is binding on the parties and their successors, heirs, and permitted assigns. This Agreement is not assignable or transferable by you without our prior written consent.

Relationship: The parties are independent contractors as to one another. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

No Third Parties: No third parties shall have any rights under this Agreement, except that indemnified parties may enforce indemnification rights.

Force Majeure: Cheddar shall not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

U.S. Export Compliance: You may not use the Cheddar Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Cheddar Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.

Accessing and Download the Application from iTunes: The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  • You acknowledge and agree that (i) the Agreement is concluded between you and Cheddar only, and not Apple, and (ii) Cheddar, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  • In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Cheddar and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Cheddar.
  • You and Cheddar acknowledge that, as between Cheddar and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • You and Cheddar acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Cheddar and Apple, Cheddar, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
  • You and Cheddar acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
  • Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Notices: You agree to receive notices via the email address that you submitted to us via marketing sign up forms or via the Cheddar website.

Entire Agreement: This Agreement incorporates the following agreements and policies by reference:

  • Privacy Policy

Except as set forth above, links to pages on the Cheddar website or any third-party materials are for convenience only and do not form part of this Agreement.

This Agreement sets forth the entire understanding between you and Cheddar concerning your use of the Cheddar Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by us. Any changes will be posted to the Cheddar website and will apply prospectively.

Contact Us: If you have any support questions, please contact us at support@cheddar.com. For all other questions regarding this Agreement, please contact us at:

Effective: January, 2024