Last Updated 06/28/2023
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, AND UNLESS YOU OPT-OUT A SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND TOHO OR OTHER PARTIES DESCRIBED HEREIN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.
You understand that aspects of the Services may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website and Application and receive the Services in your jurisdiction.
When you use the Services, you consent to receive communications from us electronically via the Services, email, or otherwise. You agree to provide accurate, current, and complete information about yourself when you use the Services and to update such information while you continue to use the Services. Please note that we may use third-party service providers to assist in processing communications with you on our behalf.
You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Services; and (c) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.
Users under the age of legal majority may access the Services only with the express consent and permission of their relevant legal guardian, who satisfies the above requirements. Please note that not all portions of the Websites or Services may be appropriate for individuals under the age of 18.
3. SERVICES AND YOUR ACCOUNT
You represent and warrant that at all times you will: (i) provide accurate, current and complete information about yourself as prompted by our registration form or otherwise; and (ii) maintain and promptly update your information (including your e-mail address) to keep it accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we shall have the right to suspend or terminate your account and any or all privileges on the Services and to refuse any and all current or future use of the Services.
WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR ANY UNAUTHORIZED USE OF YOUR ACCOUNT FOR WHICH WE ARE NOT RESPONSIBLE.
Any conduct that in our sole discretion restricts or inhibits anyone else from using or enjoying the Services will not be permitted. We reserve the right in our sole discretion to remove or edit any content and to terminate your Account for any reason.
4. MOBILE DEVICES AND MOBILE APPLICATIONS
If you use a mobile device to access the Services optimized for mobile viewing, or use a mobile application, the following additional terms and conditions also apply.
You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage, or other service changes made by your mobile service provider or otherwise. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Website or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details.
5. USER CONTENT
In the event that our Services enable you to post any comments, suggestions, feedback or other content (collectively, “User Content”), you are solely responsible for User Content that you post or upload on the Website. By submitting User Content to the Services, you agree to:
- not post anything that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy or publicity of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity;
- not post anything that is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, harassment, theft, or conspiracy to commit any criminal activity;
- not post anything that infringes or violates any right of a third party including (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) rights of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) personality or publicity; or (c) any confidentiality obligation;
- not post anything that (a) does not generally pertain to the designated topic or theme of this Website or the Services; (b) violates any specific restrictions applicable to this Website or the Services, including age restrictions and procedures; or (c) is antisocial, disruptive, or destructive, including anything that can be construed as “spamming,” “flooding,” or “trolling,” as those terms are commonly understood and used on the Internet;
- not post anything that: (a) expresses or implies that any statements you make or actions you take are endorsed by us; (b) impersonates another person (including celebrities); (c) indicates that you are a Toho employee, representative of Toho; or (d) attempts to mislead users by indicating that you represent Toho or any of Toho’s partners or affiliates;
- not post anything that is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); and
- not post anything that contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Services or any connected network, or otherwise interferes with any person or entity enjoyment of the Website or the Services.
We have the right, but not the obligation, to delete any communications, content or other materials on the Websites at any time without notice or liability to you.
6. USE OF SERVICES
The information and materials contained on the Services, and these Terms, policies, and descriptions on the Services, are subject to change. You accept sole responsibility for all of your activities using the Services. Your use of our Websites is limited to the intended function of the Websites. Unauthorized use of the Websites and systems, including but not limited to unauthorized entry into Toho’s systems or misuse of any information posted on the Services, is strictly prohibited. You may not use the Services in a manner that:
- harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights);
- is unlawful, fraudulent, or deceptive;
- uses technology or other means to access content or systems of Toho in a manner that is not authorized by Toho;
- interferes with any other person’s use of the Services, including, without limitation, by disrupting, spamming or otherwise using abusive tactics to deter others from using the Services or any of its features;
- uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access content or systems of Toho;
- attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
- attempts to gain unauthorized access to Toho’s computers, computer network or user accounts as may be applicable;
- encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
- violates these Terms or any other Toho policies;
- attempts to damage, disable, overburden, or impair Toho computers, servers or networks as may be applicable;
- fails to comply with applicable third-party terms;
- attempt to obtain a password or other private account information from any other user of this Website or the Services;
- create multiple accounts for the purpose of sale or transfer to others, transfer your account to others, park your account or those of others, or use another person’s account with Toho; or
- constitutes any other inappropriate conduct, as determined by us in our sole discretion.
7. INTELLECTUAL PROPERTY INFRINGEMENT
Toho respects the intellectual property rights of others, and we ask you to do the same. Toho may, in appropriate circumstances and at our discretion, terminate service and/or access to this Website to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Website and/or in the Services, please provide Toho’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or if multiple works at a single online location are covered by a single notification, a representative list of such works at that location.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Toho to locate the material.
- Information reasonably sufficient to permit Toho to contact you as the complaining party, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted.
- A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Toho’s agent for notice of claims of copyright or trademark infringement can be reached at firstname.lastname@example.org.
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided if such removal is pursuant to a valid Digital Millennium Copyright Act, 17 USC Section 512 et seq. (“DMCA”) take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification, in writing, to Toho’s designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Toho may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Infringers
Toho reserves the right, at its sole discretion, to terminate the account or access of any user of the Website who is the subject of DMCA or other infringement notifications
8. INTELLECTUAL PROPERTY
The Services, the content, any materials or information downloaded, and all intellectual property pertaining to or contained on the Services (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by Toho or third parties; all rights, title, and interest will remain the property of Toho and/or such third-party owner, as applicable. All content is protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws.
You are authorized to view and retain a copy of pages of the Services only for your own personal, non-commercial use. You may also view and make copies of relevant documents, pages, images, or other materials on the Services for the purpose of transacting business with us. You may not tokenize copies of the pages of the Services or any other content on the Services. You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, or in any way distribute or exploit the Services, or any portion of the Services, for any public or commercial use, without our prior express written consent. Additionally, you agree that you: (a) will not remove or alter any author, trademark, other proprietary notice, or legend displayed on the Services (or printed pages produced from the Services), and (b) will not make any other modifications to any documents obtained from the Services other than in connection with completing information required to transact business with Toho.
9. SYSTEM OUTAGES, SLOWDOWNS, AND CAPACITY LIMITATIONS
At times, you may experience difficulty accessing the Services or communicating with Toho through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems. Any computer system or other electronic device, whether it is yours, ours, or an Internet service provider’s, can experience unanticipated outages or slowdowns or have capacity limitations. Toho is not responsible for failure or delay of performance caused by such problems.
10. LINKS TO OTHER WEBSITES AND SERVICES
The Website may contain links to outside services and resources, the availability and content of which we do not control. We are not responsible for examining or evaluating, and we do not warrant the offering of these services and resources or the content of these websites.
We do not assume any responsibility or liability for the actions, products, and content of these and any other websites. Any concerns regarding any such services or resources should be directed to the service or resource.
11. SEVERABILITY/NO WAIVER
Toho makes no warranty whatsoever to you, express or implied, regarding the security of the Website, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Website. You acknowledge and agree that you are solely responsible for maintaining the security of your devices and passwords. Toho is not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access. You are required to notify us of any unauthorized use of the Website by using the contact information in the “Contact Us” section below.
Due to technical difficulties with the Internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Website or the Services. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Website or the Services. Toho recommends that you install appropriate anti-virus or other protective software.
TOHO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SOFTWARE, COMPUTER VIRUSES OR OTHER DESTRUCTIVE, HARMFUL OR DISRUPTIVE FILES OR PROGRAMS THAT MAY INFECT OR OTHERWISE IMPACT YOUR USE OF YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THIS WEBSITE OR THE SERVICES OR YOUR DOWNLOADING OF ANY USER MATERIALS OR OTHER CONTENT FROM THIS WEBSITE.
13. DISCLAIMERS: WEBSITE, SERVICES AND MATERIALS PROVIDED “AS-IS”
EXCEPT AS OTHERWISE PROVIDED EXPLICITLY HEREIN, THIS WEBSITE AND THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS,” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TOHO DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR THE SERVICES (A) WILL MEET YOUR REQUIREMENTS, (B) THAT THEIR USE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOHO, OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY TOHO FROM TIME TO TIME WITHIN THE SERVICES.
PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN REPRESENTATIONS OR WARRANTIES. AS SUCH, THE FOREGOING DISCLAIMER WILL APPLY TO YOU TO THE EXTENT PERMITTED BY APPLICABLE LAW.
NOTHING ON THE WEBSITE OR SERVICES SHALL BE CONSTRUED AS LEGAL, FINANCIAL, MEDICAL, OR OTHER ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.
WE DO NOT WARRANT THAT THE WEBSITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE SERVICES, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.
14. LIMITATION OF LIABILITY
YOU AGREE THAT NONE OF THE PROTECTED PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE WEBSITE AND/OR SERVICE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE AND/OR SERVICE.
NOTWITHSTANDING THE FOREGOING PARAGRAPH AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, FOR ANY CLAIM, COST, DAMAGE, OR LOSS ARISING OUT OF OR RELATING TO THE SERVICES, INCLUDING FOR ANY WARRANTIES THAT MAY NOT BE EXCLUDED, SHALL NOT EXCEED THE LESSER OF THE AMOUNT YOU PAID TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $10.00 (TEN DOLLARS) (USD) (THE “LIABILITY CAP”). TOHO AND YOU AGREE THAT THE LIABILITY CAP SHALL INCLUDE ALL FORMS OF DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
Please note that some jurisdictions limit the extent to which a party may indemnify another. As such, the foregoing indemnity will apply to you to the extent permitted by applicable law.
16. TERM & TERMINATION
17. RETURNS AND REFUNDS
You may purchase products through our Services. Any such purchases will be subject to our Returns and Refunds Policy, which will be posted on our website.
You are responsible for reviewing these Terms regularly. Toho reserves the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Services, these Terms, or any of our policies related to use of the Services. We will not amend the Arbitration Provision or Class Action Waiver, described below, in a manner that adversely affects your rights or responsibilities in a material manner unless we give you a right to reject the amendment and/or the Arbitration Provision and Class Action Waiver in its entirety. Revisions to these Terms or our policies may be provided through the Services, including by posting the revisions on the Services and updating the “Last Updated” date. Such revisions will go into immediate effect once posted to the Services. Continued use of the Services following such modifications to the Services, these Terms, additional terms and conditions for any service, or our other policies will constitute your acceptance of such modifications and revisions.
19. ARBITRATION PROVISION AND CLASS ACTION WAIVER (“the Arbitration Provision”)
JURY TRIAL WAIVER. YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.
CLASS ACTION WAIVER. You and the Transaction Parties each agree that if arbitration of a Dispute is elected, the Dispute will be resolved in arbitration (not in court) only on an individual basis and not as a class, collective or other representative action. To the fullest extent permitted under the FAA: (a) no arbitration will be joined or consolidated with any other unless all parties otherwise agree in writing; (b) there is no right or authority for any Dispute to be arbitrated on a class-action, collective action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than the Transaction Parties and/or you individually.
20. SWEEPSTAKES AND CONTESTS
21. NO UNSOLICITED SUBMISSIONS
As a general practice, Toho does not accept unsolicited material that is not represented by a reputable agent, agency, manager, producer, production company or studio. Any unsolicited creative ideas, suggestions or materials of any kind, including for new or improved products, names, promotions, advertisements, marketing, processes pitches, outlines, scripts, treatments, artwork, designs, visual materials, etc. will be discarded and will not be read. The purpose of this policy is to avoid any potential misunderstandings if your original work seems similar to Toho content since many works and submissions are based on the same or similar ideas. Please note, if you choose to disregard this policy and submit unsolicited materials to Toho, you acknowledge that you have read this submission policy and waive all rights and claims based on such unsolicited submission to Toho. For the avoidance of doubt, Toho has no obligation to you or your unsolicited submission resulting from such unsolicited submission.
22. EXPORT CONTROLS
The supply of Services through the Websites is subject to United States export control laws and you may not utilize such Services if you: (a) are in, under the control of, or a national or resident of a region with which the United States has an embargo, or if you are on the Specially Designated Nationals List or the Denied Persons List, Unverified List, or Entity List (“Prohibited Persons”); or (b) intend to supply the Services to an embargoed region (or a national or resident of an embargoed region) or to any Prohibited Persons.
These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
This Website and the Services are made available on the internet from the United States. Users who choose to access this Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Anything not covered by the Arbitration Provision shall be governed by and construed in accordance with the laws of the State of California (without regard to provisions relating to conflicts of law), except as to copyright and trademark matters, which are covered by American federal laws. You agree that any legal action or proceeding between Toho and you for any purpose concerning these Terms or the parties’ obligations hereunder shall be resolved individually, without resort to any form of class action, exclusively in the United States District Court for the State of California, or, if there is not subject matter jurisdiction, in the courts of the State of California, and you agree to submit to the jurisdiction of these courts. You waive any venue, personal jurisdiction, and inconvenient forum objections or defenses to such courts.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
24. CONTACT INFORMATION
Toho International, Inc.
Address: 2029 Century Park East, Suite 1140, Los Angeles, California 90067