The following terms and conditions (this "Agreement") govern your access and/or use of our mobile application and website currently available at https://CMGO.com, and such other website, mobile application and/or channel as may be designated by Celestial from time to time (collectively, "CMGO").
CMGO allows Users to view movies content, live-streamed and pre-recorded content, and other video content (collectively, “Digital Content”) on a subscription basis during a specified subscription period and provides other goods / services as offered therein pursuant to subscription(s) obtained by Users through third party Subscription Service Provider(s) (as defined hereunder).
We do not provide subscription services directly to Users. Your Subscription Plan is entered into between you and your Subscription Service Provider. In accessing and using CMGO, you represent and warrant that you have a valid and existing Subscription Plan. Please also refer to Clause 2 for further details.
We may from time to time upon written notice (which may include via email and/or in app notification) amend or vary the terms of this Agreement.
BY CONTINUING TO ACCESS AND/OR USE CMGO, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT AND ANY AMENDMENTS THERETO. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR AMENDMENTS THERETO OR ARE INELIGIBLE TO ACCESS AND/OR USE CMGO, PLEASE CEASE ALL ACCESS AND/OR USE OF CMGO.
In this Agreement, unless the context otherwise requires:
a) the words "Celestial", "us", "we" or "our" and the like means Celestial Movie Channel Limited
b) “Subscription Plan” means the subscription plan or agreement pursuant to which you may access CMGO;
c) "Subscription Service Provider" means the third party telecommunications, TV, internet or other service provider(s) providing subscription services to Users through which Users may (among other things) gain access to CMGO;
d) "Territory" means Singapore;
e) "you" (and its cognates) or "User" means the user of CMGO; and
f) a reference to "CMGO" shall be deemed to include all works, information and materials (including without limitation documents, policies, data, descriptions, names, logos, graphics, images, software, source codes, application programming interfaces, music, audio files or other sounds, photographs, videos) which we may deploy or use in connection with CMGO (collectively "Materials").
1. USE AND ACCESS OF CMGO
1.1 Subject to the terms of this Agreement, we agree to grant you a revocable, personal, non-transferable, non-exclusive to:
a) use and access CMGO; and
b) stream or temporarily download Digital Content as made available to you through CMGO,
on a personal and non-commercial basis only. Except for the foregoing, no right, title or interest shall be transferred to you, and all other rights not expressly granted to you are reserved by us.
1.2. You will be required to register for an account (“**Account**”) with us before you are entitled to use certain functions on CMGO. We shall have the right, in our sole and absolute discretion, to: (a) determine the criteria for registration; and (b) review, evaluate, approve and/or reject any registration, and any decision by us in connection therewith shall be final and binding on you.
1.3. In interacting with us or by registering an account with us, you represent and warrant that: (a) you possess the legal authority to create a legally binding obligation between yourself and us; and (b) all information provided by you in connection with such interaction or registration (as applicable) is complete, true and accurate.
1.4. IF YOU ACCESS AND/OR USE CMGO, YOU CONFIRM (AND WE ARE ENTITLED TO ASSUME WITHOUT FURTHER INQUIRY) THAT YOU ARE AT LEAST 18 YEARS OF AGE OR OF THE RELEVANT AGE OF MAJORITY UNDER APPLICABLE LAW. IF YOU ARE YOUNGER THAN 18 YEARS OF AGE OR THE RELEVANT AGE OF MAJORITY UNDER APPLICABLE LAW ("**MINOR**"): (A) YOU MUST OBTAIN PERMISSION FROM A PARENT OR A LEGAL GUARDIAN (IF APPLICABLE) TO ACCESS AND/OR USE CMGO; (B) THAT PARENT OR LEGAL GUARDIAN (AS THE CASE MAY BE) MUST AGREE TO THESE TERMS; AND (C) YOU CAN ONLY USE ANY OF THE PRODUCTS ONLY IN CONJUNCTION WITH AND UNDER THE SUPERVISION OR CONSENT OF A PARENT OR LEGAL GUARDIAN. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR, YOU MUST ACCEPT THIS AGREEMENT ON THE MINOR'S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL ACCESS AND/OR USE OF CMGO UNDER THIS AGREEMENT.
1.5. If you are the parent or legal guardian of a Minor, you further agree, acknowledge, and undertake to us that:
a) you shall carefully supervise that Minor's access and/or use of CMGO;
b) the Minor shall not use or access CMGO and/or Digital Content to the extent prohibited or otherwise restricted under applicable law;
c) it is your responsibility to determine whether any part of CMGO is appropriate and/or safe for that minor; and
d) YOU HEREBY EXPRESSLY CONSENT on behalf of that Minor to the collection, use, disclosure and/or processing of that Minor's personal data in accordance with this Agreement (including without limitation Clause 5), and you agree that we may deem the same.
1.6. Except insofar as expressly permitted under this Agreement or otherwise in writing by us, you shall not (and shall not knowingly allow, permit, or assist any person to) do the following:
a) share your subscription and/or Account with other individuals unless otherwise permitted by your Subscription Plan;
b) access CMGO from locations outside of the Territory;
c) use or access CMGO in a manner inconsistent with your Subscription Plan;
d) attempt to probe, scan, test the vulnerability of or gain unauthorised access to a system or network or to breach or circumvent security or authentication measures without proper authorisation;
e) circumvent, tamper with, or bypass any content protection or digital rights management system used on CMGO to control access to Digital Content, including without limitation obscuring or disguising your location when accessing CMGO;
f) make alterations to, or modifications of, the whole or any part of CMGO, nor permit CMGO to be combined with (or become incorporated with or in) any other program(s);
g) use CMGO in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, including but not limited to any act or omission that encourages or involves conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law; and/or
h) use CMGO in a way that could damage, disable, overburden, impair or compromise CMGO or interfere with another person's usage or access to CMGO.
1.7. Use of and access to CMGO may require, among other things, a compatible device, an Internet connection, and use of Third Party Elements (as defined at Clause 3.1). CMGO, including the functionalities and features, may vary by device and medium. Your use of CMGO may also be affected by a variety of factors, including but not limited to your location, Internet bandwidth and speed, and the performance of your device and Third Party Elements. You are responsible for all Internet access charges and for your use of the device through which you access CMGO.
1.8. Periodic updates may be required for CMGO and certain Third Party Elements. You agree that you may automatically receive updated versions of CMGO and related Third Party Elements.
1.9. We may from time to time, without giving any prior reason or notice, upgrade, modify, alter, suspend, discontinue the provision of, or remove, whether in whole in part, CMGO, any features, information, Materials and/or functionality provided therein, and we shall not thereby be liable to you or any third party.
2. SUBSCRIPTION SERVICE PROVIDERS
2.1. Your Subscription Plan is entered into between you and your Subscription Service Provider. Your Subscription Service Provider is and remains the provider of the Subscription Plan (including without limitation your subscription to CMGO) as principal in its own right, and we are not party to the Subscription Plan or any agreements that may be entered into between you and your Subscription Service Provider, even if terms may be prescribed by us in respect of CMGO.
2.2. The terms of your Subscription Plan are governed by the terms issued by your Subscription Service Provider. Such terms include, without limitation, the subscription price to be paid to the Subscription Service Provider, payment terms, billing, cancellation / refunds, features and restrictions. We shall not have any obligation in connection with any Subscription Plan or any of the terms therein.
2.3. We neither endorse nor assume any responsibility or liability arising in connection with any Subscription Plan, and we shall not be responsible for the acts or omissions of any such Subscription Service Providers in connection therewith. Without limiting the generality of the foregoing, we may rely on information provided by your Subscription Service Provider (including without limitation information regarding your Subscription Plan) in the course of providing CMGO to you, and we shall not be responsible for any claims arising from any discrepancy between the terms of your Subscription Plan and the information which we receive from your Subscription Service Provider.
2.4. You shall not commit any act or omission which would cause Celestial and/or its related corporations to breach a contract between Celestial and/or its related corporations and the relevant Subscription Service Provider.
2.5. For the avoidance of doubt, nothing in this Clause 2 shall prejudice any of the other terms in this Agreement, and you shall be bound by such terms to the extent that you access or use CMGO.
3. THIRD PARTY SERVICES AND SITE
3.1. You acknowledge that, from time to time, CMGO may incorporate, make available, or interface, interoperate or integrate with software, application, products, services, and/or functionalities (“Third Party Elements”) provided by third parties (“Third Party Providers”).
3.2. We are not responsible for such Third Party Elements, and our obligation in connection with any such Third Party Elements is to only facilitate the making available of such Third Party Elements to you on a pass-through basis and "as received" by you. We have no control over and are not responsible for any Third Party Provider's performance or non-performance of any obligation in connection with any Third Party Element or arising in any other way.
3.3. We may, in our sole and absolute discretion, suspend, discontinue or terminate all or any affected part of CMGO, in the event that a Third Party Provider suspends, discontinues or terminates: (i) the Third Party Element; and/or (ii) its agreement(s) with us and/or you.
3.4. Links to third party sites and/or applications may be made available on CMGO ("Third Party Sites"). We have no control over such Third Party Sites, and you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or materials on or available through such Third Party Sites or resources, including the content therein. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with access and/or use of or reliance on any content, goods or services on or available through any such Third Party Site or resource.
3.5. You further acknowledge that your access to and/or use of Third Party Sites and Third Party Elements is entirely at your own risk, and that Third Party Sites and Third Party Elements may have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the access and/or use thereof.
3.6. To the maximum extent permitted under applicable law, you agree not to make any Claim against us in respect of any loss or damage (including with respect to death or personal injuries) which may arise from or in connection with any Third Party Provider’s and/or Subscription Service Provider’s performance or non-performance of any transaction, service or other contract, or which may arise from or in connection with the nature, quality or fitness for purpose of the products or services supplied by such Third Party Provider and/or Subscription Service Provider (or due to any defect therein), or arising in any other way, and you shall release and hold us harmless against any such loss or damage.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. We or our licensors (as the case may be) shall respectively retain all rights, title and interests in and to any intellectual property rights owned by or licensed to us which are or have been developed, conceived, originated, created and/or generated independently of this Agreement (and/or outside the course of performance of this Agreement), whether prior to the effective date of this Agreement or otherwise. Any intellectual property rights developed, conceived, originated, created and/or generated via CMGO shall vest solely in us.
4.2. You acknowledge and agree that CMGO, as well as any Materials and Digital Content therein, and all intellectual property rights comprised in and associated therewith (collectively, "**CMGO IPR**") which you may have access to are owned by Celestial or the relevant third parties (as the case may be, and as applicable) ("**Relevant Owner**").
4.3. You agree that you shall not copy, reproduce, upload, download, transmit, modify, alter, decompile, reverse engineer, decode, resell or distribute in any way the contents or any part of the CMGO for any purpose without our prior written permission. All CMGO IPR shall at all times remain the property of Celestial.
4.4. Nothing in this Agreement confers on you any rights to use “CMGO” and any other trade marks, service marks, logos, trade names, internet domain names, slogans, product names and designations and other proprietary indicia used as part of CMGO, all of which are and remain the property of Celestial or the Relevant Owner(s).
5. PERSONAL DATA
5.1. It is a continuing condition of your access and/or use of CMGO, Materials and the functions and programmes available via CMGO that you agree and consent to the terms of our privacy policy as amended from time to time, available at https://cmgo.com/footer/information/privacy-policy ("**Privacy Policy**"). The terms of the Privacy Policy are incorporated into this Agreement by reference.
6. INDEMNITY
6.1 For the purposes of this Agreement, unless the context otherwise requires:
a) "Claim" means any claim, action, application, demand, proceeding, threat or any other analogous claims; and
b) "Loss" or "Losses" includes all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), penalties, fines, charges, fees, expenses, actions, proceedings, damages, Claims, demands and other liabilities, whether foreseeable or not.
6.2. You hereby unconditionally undertake to indemnify, defend and hold Celestial, as well as their respective employees, servants, officers, agents, directors, partners and/or permitted assigns (collectively, the "Indemnitees") harmless from and against any and all Losses which may be sustained, instituted, made or alleged against (including without limitation any Claim or prospective Claim in connection therewith), or suffered or incurred by any Indemnitee, and which arise (whether directly or indirectly) out of or in connection with:
a) your breach of your representations, warranties, undertakings or obligations under this Agreement;
b) your breach of any applicable law;
c) your violation of any rights, including without limitation the intellectual property rights of any third party;
d) your access and/or use of any Platform (including the functions available via the Platform) and/or any Product (including without limitation any Claims by or against any Third Party Provider); and/or
e) any action taken by us either as part of our investigation of any suspected breach of this Agreement or as a result of our finding or decision that a breach of this Agreement has occurred.
6.3. This Clause 6 shall survive the termination or expiration of this Agreement (howsoever caused).
7. DISCLAIMER OF WARRANTIES AND LIABILITY
7.1. To the maximum extent permitted by law, you agree and acknowledge that:
a) CMGO and all Materials and Digital Content are provided on an "AS IS" and "AS AVAILABLE" basis, without warranty or condition. In particular, CMGO may not be uninterrupted or error-free. We do not warrant the accuracy, adequacy or completeness of CMGO, including without limitation any Materials and Digital Content, and expressly disclaim liability for errors or omissions in CMGO, Materials and/or Digital Content;
b) WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR IN WRITING, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, SATISFACTORY QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, CURRENCY, RELIABILITY, PERFORMANCE, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUED AVAILABILITY, OR INTER-OPERABILITY WITH OTHER SYSTEMS OR SERVICES, AND NO SUCH WARRANTY OR REPRESENTATION IS GIVEN IN CONJUNCTION WITH CMGO AND ANY MATERIALS,DIGITAL CONTENT THEREIN; AND
c) in no event will Celestial be liable to you for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, regardless of the cause thereof and even if Celestial has been advised of the possibility of such damages.
7.2. Notwithstanding any other provision in this Agreement, to the maximum extent permitted by applicable law, in no event shall Celestial, nor any of their respective employees, servants, officers, agents, directors, partners and/or permitted assigns, be liable to you or any other party for any Losses, fines, or penalties (or other levies or charges imposed by any governmental or regulatory authority), even if informed of the possibility thereof, arising from or in connection with:
a) your breach of your representations, warranties, undertakings or obligations under this Agreement;
b) your Subscription Plan or other arrangement with your Subscription Service Provider;
c) any access, use or the inability to access and/or use any Platform, Materials and/or Services therein, or reliance on any Materials and/or Services therein and/or any information in any Platform;
d) any delays or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet;
e) any access and/or use any other website linked to or from any Platform;
f) any products, information, data, software or other material obtained from any Platform or from any other website linked to any Platform;
g) any action, instruction, direction, order, request, and/or guidelines of a relevant authority;
h) any performance or non-performance by any Third Party Provider of any obligations in connection with the Services or arising in any other way;
i) any matters or Losses disclaimed in this Agreement;
j) Losses which are of an indirect, incidental, consequential, special or exemplary nature of any kind, regardless of the cause thereof; and/or
k) any loss of: (i) revenue; (ii) business and/or business opportunities; (iii) anticipated savings; (iv) profit; (v) data; (vi) goodwill; and/or (vii) value of any equipment.
7.3. To the extent not excluded, and/or to the extent not lawfully excluded, Celestial’s maximum aggregate liability for all Claims, suits, demands, actions or other legal proceedings in connection with this Agreement, whether based on an action or Claim in contract, negligence, tort or otherwise, shall not exceed SGD100.00. The foregoing limitation of liability shall apply to the maximum extent permitted by law.
8. TERMINATION
8.1. We shall have the right to terminate your access and/or use to CMGO (or any part thereof) for whatsoever reason, and without any prior notice to you.
8.2. In the event of termination of your access and/or use of CMGO, you shall remain liable for all payment transactions and/or any other obligations you may have incurred under this Agreement.
9. GENERAL
9.1. Interpretation: In this Agreement: (a) the headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) the term "person" shall include any individual, company, or association or body of persons, regardless whether corporate or incorporate; and (c) unless the context otherwise requires, words importing the singular shall include the plural and *vice versa* and words importing a specific gender shall include the other genders (male, female or neuter).
9.2. Assignment: This Agreement is personal to you, and shall not be assigned or novated either as to the whole or any part thereof, without our prior written consent. We may, by notification to you, assign or novate the whole or any part of this Agreement to any party, and your continued access or use of CMGO will constitute binding acceptance of such assignment or novation, which shall be effective on the date that we notify you.
9.3. Prevailing Language Version: In the event of any inconsistency between the English version of this Agreement and any foreign language translation, the English version shall prevail.
9.4. Force Majeure: Save as otherwise specifically provided in this Agreement, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond our control, including acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, pandemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems ("Force Majeure Event") and in the event of any Force Majeure Event, the time for our performance may be extended by us at our sole and absolute discretion for a period equal to the time lost by reason of the delay.
9.5. Illegality/Severability: The provisions of this Agreement are severable, and if any provision, or any portion thereof, is determined by a competent court or tribunal to be illegal, invalid or unenforceable for any reason, any remaining portion of that provision, and all other provisions of this Agreement, shall remain valid and enforceable to the fullest extent permitted by applicable law in order to give effect to the intentions of the parties to this Agreement.
9.6. Interpretations: Celestial reserves the right to interpret this Agreement and decide on any questions or disputes arising under this Agreement. You agree that all such interpretations and decisions shall be final and conclusive, and binding on you as a User of CMGO.
9.7. No Waiver / Cumulative Rights: No omission or delay by Celestial to this Agreement in exercising any or part of its rights under this Agreement shall operate as a waiver thereof. Unless expressly stated otherwise (i.e. expressed to be an exclusive right or remedy), the Celestial’s rights and remedies as provided in this Agreement are cumulative and not exclusive of any rights or remedies (whether provided by law or otherwise).
9.8. Third Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.
9.9. Governing Law and Dispute Resolution. This Agreement and any dispute or Claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or Claims) shall be governed by and construed in accordance with the laws of Singapore. You agree to submit to the exclusive jurisdiction of the courts of Singapore.
Last updated: 15/8/2024