Bel Air Cinema EULA

Bel Air Cinema End User License Agreement

Software version 0.6.0

BEL AIR CINEMA SERVICE TERMS AND CONDITIONS

PURPOSE OF THE AGREEMENT 1.1 These Terms and Conditions (the “Agreement”) is entered into for the sole purpose of allowing the You (the “Client”) to use Bel Air Cinema’s (“BAC”) device and application for the purpose of screening theatrical feature film, documentaries and other type of similar audiovisual content provided by BAC (the “Content”) in DCP format on his DCI compliant/CTP certified equipment only, for each Authorized Site (as further described herein below), on a transactional basis, for private, non-commercial, residential purposes only (the “BAC Service”). 1.2 The BAC Service is provided to the Client by Bel Air Cinema S.L. This Agreement governs the Client’s use of the BAC Service, including BAC software, hardware, website, documentation and user interface as well as all the Content and Materials provided by BAC and available on the BAC Service. 1.3 As used in the Agreement, "BAC Service" means the service provided by BAC for browsing and watching theatrical feature films, including all content, features, functionalities, websites, software and hardware components and user interfaces associated.
APPLICABILITY 2.1 This Agreement create a legally binding agreement between the Client and BAC and its affiliates regarding the purchase and use of the BAC Service. BAC may revise this Agreement without notice by posting revised Terms and Conditions. The Agreement posted on the Platform at the time you click on the “I’ve read and I accept BAC Terms and Conditions” will govern your purchase and use of the BAC Service. Please read these terms carefully.
REGISTRATION 3.1 In order to activate the Client’s access to the BAC Service, the Client shall i) own a BAC Kit (which includes a library server, a control unit, hard drives, Operating system and PSU, and any other equipment specified by BAC to receive and store the Content in compliance with DCI requirements), and ii) provide to BAC all relevant information for account set up such as the trusted device list, Site´s technical settings, and any other information needed for the creation of an account, as requested by BAC, and iii) pay to BAC the Membership and the Content Credit, as described below. 3.2 The Client must create one super-user account per authorized site, i.e. a single screening room/setting with a unique location (residence, seafaring vessel, airplane) dedicated to screening audiovisual content through fully DCI compliant equipment (an “Authorized Site”). 3.3 The person who creates the super-user account (“the Account Owner”) has access and control over the Client’s account, profiles and Content delivery tools. The Account Owner can create secondary profiles for his relatives and apply age restrictions to them. The Account Owner may require the assistance of third parties, such as customer integrators, to set up the Client’s account and profiles. To maintain control over the Client’s account and to prevent anyone from accessing such Client’s account in an unauthorized manner, the Account Owner should set a password for accessing his account, and not reveal the password nor the payment details associated with the Client’s account to anyone. The password to access the Client’s account is optional. Accordingly, it is the Account Owner responsibility to protect and restrict access to the Client Account. The Client shall inform BAC immediately of any unauthorized use or security breaches occurred on the Client’s account. 3.4 Client warrants that all data provided when registering to the BAC Service are true and complete. Client shall not effect a registration to the BAC Service in the name of another person or claim to be any other natural or legal person. The Client is responsible for updating and maintaining the accuracy of the information provided to BAC.
MEMBERSHIP AND MOVIE CREDITS 4.1 The Membership allows the Client to access the BAC Service, its features, the concierge service and BAC special events. Each Membership is linked to one Authorized Site only. Should the Client wish to access to the BAC Service on another Authorized Site, he will have to pay another Membership. The Membership duration is valid for one year and generally starts on the commissioning date of the BAC Kit and activation of the BAC Service for the Account Owner for the corresponding Authorized Site (The “Membership Period”). Notwithstanding the foregoing, the Client or his intermediary can activate the Membership before commissioning. The Membership shall be automatically renewed at the end of each Membership Period, unless terminated by the Client in accordance with the provisions of article 15 below. 4.2 The Movie Credits is a prepayment made by the Client for the purchase of Content through the BAC Service. Each Authorized Site Movie Credits will be handled independently. The credits value of each Content purchased by the Client is deducted from the Client’s Movie Credits. Should the amount of the Movie Credits be lower than the value of a Content, the Client shall not be authorized to purchase such Content, until the Client’s Movie Credits is topped up. In order to top up his Content Credit, the Client shall contact the concierge service at the following email address concierge@belaircinema.com, indicate the amount of the Movie Credits top up and the designated Authorized Site, and shall remit payment to the BAC bank account as indicated by BAC. 4.3 The Client’s access to the BAC Service for each Authorized Site shall not be granted until the registration and the payment of the Membership and Movie Credits to BAC are completed for that Authorized Site.
SYSTEM REQUIREMENTS 5.1 The BAC Service may only be accessed by a DCI projection and a media block device fully DCI compliant and approved by BAC (an “Authorized Device”). The Client shall own the Authorized Device. Such Authorized Device must meet the standards set forth in the Digital Cinema System Specification v1.3 dated June 27, 2018 and published by Digital Cinema Initiatives, LLC together with applicable ERRATA and any applicable specifications formally published by SMPTE. The Client’s Authorized Device must have at a minimum, industry standard watermarking technology and must be FIPS certified and have passed the DCI compliance test plan through one of the DCI’s licensed testing entities. A list of DCI/TCP compliant equipment is available at the following address www.dcimovies.com. 5.2 During the registration process, BAC shall provide the Client with the BAC technical documentation containing all the technological and security requirements for accessing the BAC Service. The Client shall comply with such requirements at any time. 5.3 The BAC Service may vary by device, and functionalities may also differ depending upon Authorized Devices. The Client acknowledges that the use of the BAC Service may require third party software that is subject to third party licenses, the price of which is included in the Membership. The Client agree to automatically receive updated versions of the BAC Service and related third-party software. BAC reserve the right to modify the BAC Service during the Term. 5.4 In order to use the BAC Service, a dedicated broadband Internet connection with a minimum download speed of at least 50 Megabits per second is required, although a 100 Megabits per second is highly recommended. The BAC Service needs a permanent internet connection to be able to collect security logs, purchases history, and to send KDMs (Key Delivery Messages). Client shall have a static external IP address dedicated to the BAC System. Such dedicated connection is requested to ensure the Content delivery heavy bandwidth consumption does not cause contention ratio issue for the Client. The Content delivery delay from the BAC platform to the Client’s Authorized Site shall be dependent upon the Client’s Internet download speed and bandwidth available. BAC cannot be held responsible for the telecommunication services used by the Client to access and operate the BAC Service. The Client is responsible for securing each Authorized Site network, for the management of any and all Internet access and for the payment of the internet consumption charges implied by the use of the BAC Service. 5.5 Should the Client want to dispose of or transfer the ownership of his Authorized Device (or any component thereof), the Client must contact beforehand BAC concierge to deactivate his access and terminate his account. The transfer of ownership of the Client’s Authorized Device (or component thereof) may lead to the immediate termination of this Agreement and access to the BAC Service. BAC reserves the right to terminate at anytime Client’s access to the BAC Service upon knowledge of any such transfer. 5.6 The Client shall inform BAC in writing reasonably in advance of i) any planned implementation, changes, maintenance or update of third party applications, devices or services in relation to the Authorized Device that may affect the access to the BAC Service, and ii) any planned Authorized Device disconnection from the Internet for more than 10 days, and iii) any changes to the network, IP addresses, firewall rules, port forward rules, black or white for in-coming IP lists, and iv) any replacement of the Authorized Device’s DCI mediablock, in which case the Client shall notify BAC of the new eSN (electronic Serial Number). The Client shall be solely responsible for any BAC Service interruption, instability or malfunctioning caused by such modifications and/or disconnection. 5.7 Only authorized spare parts can be used in relation to the hardware components of the BAC Service. Use of non-authorized spare parts shall not be covered by BAC warranty and support service. Under no circumstances the Client, or its subcontractor, shall be authorized to make any changes or upload any software to the BAC Kit software.
CONTENT AVAILABLE ON THE BAC SERVICE 6.1 BAC will make available to the Client theatrical feature films and other audio-visual content in DCP format on or before their theatrical release date in the territory where the Authorized Device is registered. Not all the Content shall be available before their local theatrical release date. The Content is made available to the Client on a paid for and “à la carte” basis. The value for each Content is displayed to the Client on the Content purchase page, and varies in time i.e. the closer to the Content theatrical release date, the higher the price is. The client is asked to select a language and/or format version before purchasing such Content. The Content shall be considered as ordered when the Client clicks the “purchase” button on the Content ordering page. When the Client purchases a Content, the corresponding Content value shall be deducted from the Client’s Movie Credits.
6.2 The period during which the Client can access the purchased Content (the “Authorized Viewing Period”) shall be indicated to the Client during the ordering process. The Authorized Viewing Period may vary from one Content to another. Access to the purchased Content shall cease at the end of the Authorized Viewing Period. If Client desires to access the Content after the end of the Authorized Viewing Period, Client shall have to purchase again such Content. 6.3 Client cannot display, store, transfer, copy or download the Content on or to any other device than the Authorized Device. The Content shall play only on the mediablock server and projection system registered with BAC during the activation of the BAC Service. 6.4 Catalogue of Content may change during the Term. Not all Content may be accessible to the Client, subject to the territory in which the Authorized Device and Authorized Site are registered. BAC reserves the right to retrieve from the BAC Service any Content from the catalogue at any time, at his own discretion. 6.5 The language versions and the formats (e.g. 2D, 3D, 5.1, 7.1) for the Content may differ from one Content to another. Should the Client wish to purchase a specific format or language version not available on the BAC Service, the Client shall contact the concierge service to that effect, and BAC shall endeavor to obtain such version or format. Notwithstanding the foregoing, some language versions may not yet be available at the time of Client’s request, or may not be available at all based on the territory in which the Authorized Device is registered. 6.6 Once the format and/or the version is selected by the Client following the Content purchase, any changes of format or language version for the playback of such Content shall not be possible, unless the Client rebuys the Content and select such format or version. 6.7 The Content shall be delivered to the Client Authorized Device electronically over the internet via the dedicated external IP address of the Authorized Device, as indicated in the Trusted Device List.
BILLING 7.1 The Membership will be billed to the Client on a yearly basis, on the calendar day corresponding to the commencement of the Membership Period. The price of the Membership is indicated to the client by BAC before each renewal of such Membership. 7.2 The Content Credit minimum level is twenty thousand Euros (20,000€) VAT excluded, or twenty thousand Dollars (20.000$), depending upon the territory in which the Client Authorized Device is registered, although the Client is free to set his Content Credit above such minimum level. 7.3 All payment shall be made by wire transfer to BAC bank accounts, as designated by BAC. The Client shall bear any and all costs, such as bank commissions, related to the payment of the BAC device, Membership or Content Credit to BAC. 7.4 Should BAC not be able to debit the means of payment specified by Client for any claims to payment due, or should an amount charged be recalled without justification, BAC shall be entitled to terminate the Agreement without notice and/or block Client access to the BAC Service.
USE OF THE BAC SERVICE 8.1 Client is personally responsible for the use of the BAC Service, including for the use of the BAC Service by secondary accounts or third parties. The BAC Service and any Content screened through it are for the Client personal, private, residential and non-commercial use only. During the Term, BAC grants the Client a limited, non-exclusive, non-transferable license to access the Content on the Authorized Device and on the Site during the Authorized Viewing Period. Except for the foregoing limited license, no right, title or interest shall be transferred to the Client. 8.2 The Client, when using the BAC Service, shall not: a. violate any law or regulation; b. use the BAC Service for public performance and/or commercial purposes. c. violate or infringe other people's intellectual property, privacy, publicity, or other legal rights, particularly by interfering, disrupting, or attempting to gain unauthorized access to other accounts on the BAC Service or any other computer network or to portions of the BAC Service that are restricted; d. use the BAC Service in combination with software and hardware not provided or authorized by BAC; e. Modify, decompile, reverse engineer or disassemble any software or other products or processes accessible through the BAC Service; f. disseminate, store, or transmit viruses, Trojan horses or any other malicious or unsolicited software; g. impersonate or misrepresent your affiliation with someone else, create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication;
OWNERSHIP 9.1 BAC owns or licenses the Content, any and all software, text, images, videos, other visual and audio-visual content, BAC trademarks, trade names, logos, and brand elements, the trademarks, trade names, logos and brand elements of third party products, services and content that may be offered on the BAC Service (collectively "Materials"). The Materials are protected under Spanish, U.S. and international copyright laws. The posting of Materials in the BAC Service by BAC does not constitute a waiver of any rights in such Materials. BAC reserves the right in its sole discretion to edit or delete any Materials without notice. Any reproduction, copying or redistribution of the Materials or design elements of the BAC Service are strictly prohibited. 9.2 BAC and its right holders will at all times retain all right, title and interest (including intellectual property rights) in the BAC Service and in all Materials accessed through the BAC Service, and no title to the BAC Service, or any intellectual property or other rights therein are transferred to Client by virtue of this Agreement other than as specified herein.
PROTECTED MATERIALS 10.1 BAC utilizes technical security procedures to protect its products and Materials. Client undertakes to adhere to the applicable laws, technical security measures, as well as any rights of third parties, when using the BAC Service. The Client shall in particular refrain from: a. using the BAC Service or the Materials for any purpose other than the purpose intended in this agreement, or using it in any way other than as provided for by BAC; or b. copying, duplicating, storing Content in any way other than in the way provided for by BAC (e.g. by "ripping" or “camcording” them), making them available publicly, reproducing them publicly or using them in any way which is not expressly permitted in this agreement; or c. evading security procedures protecting the rights in the Content, or attempting to do so. d. selling, renting, leasing, publicly performing or display, copying, recording, broadcasting, uploading (e.g., to a peer-to-peer file sharing service), posting, streaming, transmitting or otherwise distributing any of the Materials and/or the BAC Service, or facilitating any such activities, or sublicensing or otherwise transferring or assigning any right to any of the Materials and/or the BAC Service to any third party; or e. customizing, modifying, or creating derivative works of the Materials or any portion of thereof; or f. removing any proprietary notices or labels on any Materials; or g. attempting to remove, disable, bypass, modify, defeat, tamper with or otherwise circumvent or interfere with any of the digital rights management, copy protection, watermarks or other security-related tools incorporated into any Materials or the BAC Service, or otherwise compromise the security of the BAC Service and/or Materials; or h. using the BAC Service or Materials for any commercial or unlawful purpose, or otherwise infringe BAC’s or its BACs’ intellectual property rights 10.2 Piracy, theft, unauthorized use, copying or exhibition of the Materials, unlawful or unauthorized use of the BAC Service shall expose the Client to criminal and civil liability.
TECHNICAL SUPPORT 11.1 BAC, directly or through its approved technical partners, shall provide assistance to Client in relation to the BAC Service set up and maintenance. No third party is allowed to provide support on the Client Authorized Device in relation to the BAC Service, unless pre-approved in writing by BAC.
CONTACT 12.1 For any information or question regarding BAC Service, the Client can contact BAC concierge through concierge@belaircinema.com or by calling the following number: +44 (0) 203 026 0395
AVAILABILITY OF THE BAC SERVICE 13.1 BAC strives to ensure that the BAC Service is available without interruption. However, no liability can be assumed for the BAC Service being permanently available. BAC may temporarily limit the availability of the BAC Service if the latter is necessary in view of capacity limits, the security or integrity of the servers, or to carry out technical measures. BAC shall, in such cases, consider Client justified interests by informing Client in advance of such unavailability.
CONFIDENTIALITY 14.1 Client acknowledges that the BAC Service is unpublished and contains proprietary and confidential information of BAC, which BAC considers to constitute valuable trade secrets, and Client may also be provided with or be exposed to confidential information of third parties with which BAC conduct business (collectively the “Confidential Information”). Confidential Information shall include, that list without being limitative, all information in relation to the BAC software, documentation, Content and Materials, BAC product strategy, organizational structure, new business initiatives, financial information. In recognition of the foregoing, Client covenants and agrees: a. That Client will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure; b. The Client will not, directly or indirectly, disclose any Confidential Information to any third party, such as news magazine or website, without BAC’s prior written approval; c. That Client will not make use of any Confidential information for its own purposes, such as creation of a competitive product, or for the benefit of anyone or any other entity other than BAC;
d. That Client will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature. 14.2 Notwithstanding the foregoing, the Client shall be permitted to disclose the Confidential Information to BAC approved partners assisting Client in the set up and maintenance of Client’s Authorized Device.
TERMINATION 15.1 BAC reserves the right to terminate this Agreement, any Client's right to access the BAC Service or any part thereof, at any time, by giving written notice of termination to the Client, effective on Client’s receipt thereof, in case Client violates any term of this Agreement. In such case Client permission to use the BAC Service shall automatically terminate. 15.2 Client and BAC may terminate the present Agreement at any time, without justification. Notice of termination needs to be given in writing, and shall be effective at the end of the ongoing Membership Period. Upon termination of this Agreement, Client access to Content will be blocked by BAC, and remaining Client Content Credit shall be returned to the Client.
CHANGES TO THE AGREEMENT AND/OR TO THE SYSTEM REQUIREMENT 16.1 BAC reserves the right to alter the provisions of this Agreement at any time, without specifying reasons, and to modify the system requirements during the Term. This may lead your Authorized Device not to permanently meet the performance requirements necessary to use the BAC Service, or only to a limited extent. 16.2 BAC shall inform in advance the Client about any material amendments to this Agreement or to the system requirements and Client will be required to accept the new terms and/or requirements in order to continue to use BAC Service. Should the Client not accept the new agreement and/or requirements, BAC shall have the right to terminate the present Agreement, and Client remaining Content Credit shall be returned to the Client.
LIMITED WARRANTY 17.1 BAC warrants that it has the right to grant temporary use by Client of the BAC Service during the Term. BAC makes no other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. 17.2 BAC’s aggregate liability for damages arising out of or in connection with this Agreement shall not exceed the amount paid by the Client for accessing to the BAC Service. Without regard to whether a claim is based on contract or tort, including negligence, in no event shall BAC, its suppliers or subcontractors be liable for any indirect, special, incidental or consequential damages, including, without limitation, damages resulting from loss of profits, data or business arising out of or in connection with this Agreement, even if the BAC has been advised of the possibility of such damages. 17.2 Client use of the BAC Service is at Client’s own risk. The BAC Service and all Content and other Materials available through the BAC Service are provided on a “as is” and “as available” basis. 17.3 To the fullest extent permitted by applicable law, neither BAC nor BAC’s officers, directors, employees, managers, members, parents, subsidiaries, corporate affiliates, agents and sub-contractors (collectively referred as the “Affiliates”) will be liable for any: (a) errors, mistakes or inaccuracies of the BAC Service, nor (b) personal injury or property damage resulting from your access to or use of the BAC Service, or (c) any unauthorized access to or use of the BAC Service, or (d) any interruption of transmission to or from the BAC Service, or (e) any bugs, viruses, Trojan horses, or the like which may be transmitted on or through the BAC Service by any third party, or (f) any loss or damages of any kind incurred as a result of the use of any materials made available on or through the BAC Service.
INDEMNIFICATION 18.1 Client agrees to indemnify, defend, and hold harmless BAC and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and legal costs), arising from or relating to: (a) Client violation of this Agreement; or (b) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by the Client. BAC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client. In such case Client will cooperate with BAC in such defense.
ASSIGNMENT TO THIRD PARTIES 19.1 BAC may assign the payment claim it has against Client, the Agreement as well as any rights and obligations arising from this Agreement, to third parties, without Client’s consent.
19.2 Client shall not assign his rights and obligations arising from this Agreement to a third party without BAC's consent.
OTHER PROVISIONS 20.1 Under no circumstances will BAC be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control. 20.2 This Agreement will be governed by and construed in accordance with the laws of the Spain without giving effect to any conflict or choice of laws rules or provisions. Client and BAC hereby agree that the sole jurisdiction and venue for any litigation arising from or relating to this Agreement shall be the courts of Barcelona. 20.3 If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity or enforceability of any remaining provisions. 20.4 The failure of BAC to enforce any right or provision of this Agreement will not prevent BAC from enforcing such right or provision in the future.

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Bel Air Cinema
One Ocean Port Vell - The Gallery Building C/ Escar 26 - 08039 Port de Barcelona – Spain
Contact us: +34 930 098 465