IMPORTANT: PLEASE REVIEW THESE TERMS OF USE CAREFULLY. SECTION 17 OF THESE TERMS OF USE REQUIRES MANDATORY ARBITRATION OF DISPUTES BETWEEN US AND YOU ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU AND SCENEKEY ARE EACH GIVING UP THE FOLLOWING RIGHTS: TO SUE EACH OTHER IN COURT, TO HAVE DISPUTES HEARD OR RESOLVED BY A JUDGE OR JURY, AND TO JOIN A CLASS ACTION AGAINST THE OTHER. FURTHERMORE, SECTIONS 14 AND 15 CONTAIN WARRANTY DISCLAIMERS AND LIMITATIONS ON SCENEKEY’S LIABILITY THAT YOU SHOULD REVIEW.

1.   Introduction, Definitions, and Updates

Scenekey® welcomes you to our Sites (see definitions below). These Terms of Use are a binding agreement between us and you that govern your access to and use of all our Sites and related services that we provide. By using the Sites, you affirm that you are at least 13 years old and of legal age to enter into these Terms of Use, or, if you are not of legal age, that you have obtained parental or guardian consent to enter into these Terms of Use and your parent or guardian consents to these Terms of Use on your behalf. You may not access or use the Sites if you are not at least 13 years old. If you violate or do not agree to these Terms of Use, then your access to and use of the Sites is unauthorized. Additional terms and conditions apply to some services offered on the Sites (e.g., Scenekey Giftcard® order Sites) or through other channels. Those terms and conditions can be found where the relevant service is offered on or through the Sites or otherwise and are incorporated into these Terms of Use by reference.

DEFINITIONS:

As used in these Terms of Use, the following terms have the meanings given below:

o   “Affiliates” means (i) any Person that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with, such Person, (ii) any officer, director, partner, member, employee, or direct or indirect beneficial owner of such Person or (iii) any other Person for which a Person described in clause (ii) acts in such capacity.

o   “Applicable Law” means, for purposes of interpretation and enforcement of this Terms of Use (except as otherwise provided in Section 17), the Governing Law and, for all other purposes, any laws, rules, regulations, or orders of any United States federal, state, or municipal governmental authority with subject matter or personal jurisdiction over the activity or person (or both) in question.

o   “Content” means all information, content, Ideas, ratings, messages, reviews, communications, merchandise information, product descriptions, or other materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, music clips or downloads, video clips, and written and other materials) that you make available to us or other users or other persons on or through the Sites, including via chat bots, message boards, surveys, personal profiles, forums, bulletin boards, social media posts, and other interactive features.

o   “Control” means the power to direct the management or affairs of a Person.

o   “Governing Law” means the applicable laws, rules, regulations, and orders of a governmental authority of the State of Indiana without regard to the State of Indiana’s choice-of-law principles.

o   “Ideas” means ideas, concepts, feedback, and know-how that you make available in connection with the Sites.

o   “Make available” means to post, transit, publish, upload, distribute, transmit, display, provide, or otherwise submit or make available (including through any part of the Sites administrated by third-party social media platforms [e.g., Facebook, Instagram, Threads, or X] that allow interaction with the Sites through the tools offered by such social media platforms).

o   “Materials” means all information, content, ideas, concepts, feedback, know-how, messages, communications, Product information, or other materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, music clips or downloads, video clips, and written and other materials) that Scenekey Entities or Vendors make available on or through the Sites, including the Scenekey Search® listing of Products (as defined in Section 6 below).

o   “Ownership” means the beneficial ownership of at least 5% of the voting equity of the Person.

o   “Party” or “Parties” means either (or both if plural) Scenekey or you.

o   “Scenekey”, “we,” “us” and “our”” means Scenekey Media Properties, LLC and its directors, officers, employees, and agents.

o   “Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, organization or other entity.

o   “Scenekey Apps” means the official “Scenekey: Apps, Scenekey TV, and Scenekey Chat” application, which includes the Scenekey Search® functionality, that can be downloaded for iOS and Android devices from the iTunes App Store or the Google Play Store and any other mobile application that Scenekey may offer or develop on which these Terms of Use are published.

o   “Scenekey Entities” means Scenekey and Scenekey’s Affiliates (and their successors and assigns) and each of their directors, officers, employees, and agents.

o   “Sites” means the Scenekey.com website, the Scenekey Apps, and all related websites, subdomains, applications, and social media accounts provided or administered by Scenekey including any websites, applications, or social media accounts related to any of the Scenekey Properties and the functionality, services, and Materials offered by, for, or through Scenekey on or through such websites, applications, or social media accounts or the systems, servers, and networks used to make such websites, applications, and social media accounts available.

o   “Terms of Use” means these Terms of Use and all other terms and policies posted by Scenekey on the Sites including our Privacy Policy (and any updates by Scenekey to these Terms of Use and those terms and policies).

o   “Vendors” means third-party advertisers, suppliers, vendors, contractors, licensors, and retail tenants in Scenekey Properties that provide any Materials or that sell any Products on or through the Sites, any of which may be an Affiliate of Scenekey, and their directors, officers, employees, and agents.

o   “You” and “your” means any user of or visitor to any of the Sites, Scenekey and its associated apps, and any person who otherwise has notice of these Terms of Use.

UPDATES: 

We may update these Terms of Use at any time at our discretion and you agree to be bound by any such updates effective upon publication. We will notify you of such updates by posting the most up-to-date version of these Terms of Use on Scenekey.com. You agree that posting updates to these Terms of Use on Scenekey.com is reasonable notice of such updates. We may also send you an email or pop-up notice of such updates to these Terms of Use if you have registered for one of our services. Updates to these Terms of Use will apply to any dispute between you and us arising on or after the date on which we published such updates to these Terms of Use at Scenekey.com. By accessing or using any of the Sites, you agree to be bound by the current version of the Terms of Use posted to Scenekey.com at the time you access or use the Sites and that it is your responsibility to regularly check Scenekey.com for the most up-to-date Terms of Use. If you do not agree with these Terms of Use or any updates to the Terms of Use, then you must cease accessing or using the Sites. The “Last Updated” legend above indicates when these Terms of Use were last published with updates.

2.   Your Use of the APP and Sites

AUTHORIZED USE:

Under these Terms of Use, we authorize you to view and download a single copy of the Materials and other user Content provided on the Sites solely for your lawful, non-commercial, and personal use as expressly permitted by and subject to the restrictions contained in this Terms of Use.

PROHIBITED USE

You agree, represent, and warrant that you will not do any of the following while accessing or using the Sites:

o   Make available any Content through or in connection with the Sites that is or may be in violation of the content guidelines set forth in Section 3(c) (Prohibited Content) below.

o   Make available through or in connection with the Sites any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

o   Use the Sites for any commercial purpose except as expressly allowed by Scenekey in writing, or for any purpose that is fraudulent or otherwise tortious or unlawful.

o   Harvest or collect information about users of the Sites.

o   Interfere with or disrupt the operation of the Sites or the systems, servers, or networks used to make the Sites available, including by hacking or defacing any portion of the Sites; or violate any requirement, procedure or policy of such servers or networks.

o   Restrict or inhibit any other person from using the Sites.

o   Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Sites except as expressly authorized in these Terms of Use, without Scenekey’s express prior written consent.

o   Reverse engineer, decompile, or disassemble any portion of the Sites, except where such restriction is expressly prohibited by Applicable Law.

o   Remove any copyright, trademark, or other proprietary rights notice from the Sites.

o   Frame or mirror any portion of the Sites, or otherwise incorporate any portion of the Sites into any product or service, unless you obtain Scenekey’s express prior written consent to do so.

o   Systematically download and store any Materials.

o   Use any robot, spider, large language model, artificial intelligence, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather any Materials, or reproduce or circumvent the navigational structure or presentation of the Sites, without Scenekey’s express prior written consent.

o   Violate any Applicable Law or these Terms of Use.

o   Use the Sites or the name, logo, or brand of any Scenekey Entity or Vendor to (i) send any unsolicited or unauthorized Content, including advertising, promotional materials, email, junk mail, spam, or other form of solicitation; or (ii) use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL, or product name of any Scenekey Entity or Vendor without Scenekey’s or the applicable Vendor’s written consent.

o   Access, download, transfer, ship, or export (collectively, “transfer”) any Materials provided on the Sites to, through, or while located in any territory or to or through any person (including a resident of any such territory), entity, or organization to which such Materials could not be transferred directly from the United States or by a U.S. person without a license from a U.S. governmental agency, including to any person on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List.

3.   Content and Ideas

a.     Submission of Content and Ideas

Scenekey provides functionality that enables users to make available Content and Ideas in connection with the Sites. Any text in Content should be written in English. You acknowledge and agree that you are responsible for all Content and Ideas you make available in connection with any of the Sites. You represent and warrant that (i) you have the authority to grant the rights in such Content and Ideas as set forth in these Terms of Use, including in Section 3(b) below; (ii) such Content and Ideas, and the use of such Content and Ideas, will not violate any term of these Terms of Use, Applicable Law, or any third party’s copyrights, trademark, or other intellectual property rights; and (iii) such Content and Ideas are accurate and complete. This means you will be responsible for the legality, the accuracy, the appropriateness, the originality, and your rights in any such Content and Ideas.

b.     Rights You are Granting to Us

You grant to the Scenekey Entities a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display (publicly or otherwise) any Content that you make available, in any media or medium, and in any form, format, or forum now known or hereafter developed. You further agree that Scenekey is free to use any Ideas for any purpose. Scenekey may sublicense its rights in Content and Ideas through multiple tiers of sublicenses, including to any Affiliate of the Scenekey Entities or any Vendor. Scenekey is, and will be, under no obligation, unless agreed upon expressly in writing by Scenekey (i) to maintain any Content or Idea in confidence or to make available or continue to make available any Content or Idea publicly; (ii) to pay any compensation for any Content or Idea; or (ii) to respond to any Content or Idea. You grant to Scenekey the right to use any name and the likeness of any author associated with any Content or Idea that you make available to Scenekey, although Scenekey has no obligation to exercise such right, or to otherwise provide any attribution for any Content or Idea.

c.      Prohibited Content

You agree that you will not make available Content in connection with the Sites that:

§  is false, fraudulent, inaccurate, or misleading;

§  contains your full name(s), or any other confidential personally identifiable information of yourself or others;

§  violates any Applicable Law or any applicable international law or is otherwise tortious;

§  would infringe on the rights of others (including Scenekey Entities or Vendors), including any patent, copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;

§  is obscene, indecent, pornographic, or otherwise objectionable in Scenekey’s sole discretion;

§  is derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, offensive, or embarrassing to any person or entity (including Scenekey Entities and Vendors) as determined by Scenekey in its sole discretion;

§  victimizes, harasses, degrades, intimidates, or discriminates against an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

§  is violent or threatening, or promotes violence against, or actions that are threatening to, any individual or group;

§  contains advertisements, solicitations, or spam links to other web sites or individuals, without prior written permission from Scenekey;

§  contains or relates to chain letters or pyramid schemes;

§  impersonates another business, person, or entity, including Scenekey, its related entities, employees, and agents;

§  violates any policy posted on the Sites; or

§  is intended to cause harm, damage, disable, or otherwise interfere with the Sites or our partners.

4.   Monitoring and Security

Scenekey will have the right (but not the obligation), in our sole discretion, to monitor, evaluate, and analyze Content, and any use of and access to the Sites, including to determine compliance with these Terms of Use and any other operating rules that may be established by Scenekey from time to time. Scenekey will also have the right (but not the obligation), in our sole discretion, to edit, move, delete, or refuse to make available any Content made available through, the Sites, for any or no reason, including for violation of these Terms of Use, a claim of IP infringement, or for violation of Applicable Law. Despite this right of ours, you are solely responsible for any Content you make available, and you agree to indemnify, as set forth in Section 16, the Scenekey Entities for all claims resulting from any Content you make available.

From time to time, we may (but are not obligated to, except where required by Applicable Law) use techniques designed to identify fraudulent activities. You agree to cooperate with any efforts as we may, in our sole discretion, deem necessary to identify attempted fraud. You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other violations of this Terms of Use, we may, in our sole discretion take any or all of the following actions: declare you to be in breach of this Terms of Use, suspend, block, or terminate your use of the Sites, or seek prosecution to the fullest extent of the law.

5.   Availability and Reliability of the Sites and Materials

Except as otherwise provided by Applicable Law, at any time without notice to you, we may (i) change, restrict access to, suspend, or discontinue the Sites or any portion of the Sites or any Material we have made available through the Sites, and (2) charge, modify, or waive any fees to use any services, functionality, or other Materials available through the Sites or any portion of the Sites.

The Scenekey Entities and Vendors may make available various Materials. The Materials are for entertainment and informational purposes only, and errors may appear from time to time. Before you act in reliance on any Materials, you should confirm any facts that are important to your decision. The Scenekey Entities and their Vendors make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of any Materials. If you find an error or have a question or feedback regarding any of our Materials on the Sites, contactus now. We appreciate your feedback!

THE SCENEKEY ENTITIES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE MATERIALS.

a.     Account Creation and Termination

In order to use certain features of the Sites, including the Scenekey® the app or its affiliates you may be required to register for an account (“Account”) by providing certain information about yourself as prompted by our registration form. You represent and warrant that: (a) all information you provide is truthful and accurate; and (b) you will maintain the accuracy of such information in your Account at all times. Your registration information must not misrepresent your identity or your affiliation with any person or organization..

d.     Promotional Codes

If we have enabled the purchase of any Products through our Sites and enabled any promotional codes, such promotional codes will be limited in nature and may expire or be discontinued with or without notice. Promotional codes are void where prohibited by Applicable Law. Promotional codes may not be copied, sold, or otherwise transferred. They are not redeemable for cash and are subject to cancellation or change at any time for any reason without notice. We reserve the right in our discretion to impose conditions on the offering of any promotional code.

9.   Intellectual Property

All copyrights, trademarks, trade dress, and other intellectual property (collectively, “IP”) rights in the Materials are owned or controlled by SPG IP Holdings, LLC or the Vendor who supplied such Materials (each a “Licensor”) and provided for your use, subject to these Terms of Use, by Scenekey under license from such Licensor(s) and are protected by Applicable Law and international law regarding IP rights. Materials are sublicensed (not sold) to you subject to these Terms of Use. Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by Scenekey to use the Sites, you may access, view, download, and print the Materials for your personal, non-commercial use only so long as you (i) retain all copyright, trademark, or other proprietary designations contained on all Materials; (ii) do not modify or alter the Materials in any way; and (iii) do not provide or make available the Materials to any third party in a commercial manner. In addition, subject to your compliance with these Terms of Use, and solely for so long as you are permitted by Scenekey to use the Scenekey Apps, we permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the Scenekey Apps on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of these Terms of Use, you must immediately cease using the Scenekey Apps and remove (that is, uninstall and delete) the Scenekey Apps from your mobile device.

10.                    Privacy

You acknowledge that any personal information that you provide through the Sites will be used by Scenekey in accordance with Scenekey’s Privacy Policy and that you have reviewed, understand, and agree to such Privacy Policy, which is updated by Scenekey from time to time. If we enable the purchasing of Products through the Sites or provide Materials of any Vendor through the Sites, Scenekey may share certain information with the applicable Vendor to permit such Vendor to provide you such Materials or to prepare and deliver or ship your Product order, process returns, and provide customer service.

See our Privacy Policy, which is an integral part of this Terms of Use, for how Scenekey handles your data.

12.                    Promotions

Any sweepstakes, contests, raffles, surveys, games, discounts, promotional codes or offers, giveaways, or similar promotions (collectively, “Promotions”) made available through the Sites may be governed by rules that are separate from or supplement these Terms of Use. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Use, the Promotion’s rules will govern.

13.                    Terms Applicable to Certain Services

App Platforms

You acknowledge and agree that the Scenekey Apps may be dependent on third-party mobile devices, operating systems, and application sales platforms (such as iOS and Android mobile operating systems, Apple and Google mobile devices, and their respective iTunes App Store and Google Play Store) (each, an “App Platform”). We do not warrant or represent that any of the Scenekey Apps will be compatible with or perform in a stable manner on any App Platform or on any of the various mobile devices and operating system or app store versions associated with any App Platform. We are also not responsible for any charges you may incur from your mobile carrier in using any of our Scenekey Apps including messaging and data usage charges. The App Platforms have their own terms and conditions to which you must agree before downloading or using any applications on your device, including the Scenekey App(s) published on such App Platform. 

In addition to your agreement with these Terms of Use, the following provisions apply with respect to your use of any version of the Scenekey App(s) compatible with the iOS operating system of Apple Inc. (“Apple”):

§  Apple or Google is not a party to these Terms of Use and does not own and is not responsible for any Scenekey App. Apple is not providing any warranty for the Scenekey App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Scenekey App and will not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the Scenekey App, including any third-party product liability claims, claims that the Scenekey App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Scenekey App, including those pertaining to intellectual property rights, must be directed to Scenekey in accordance with Sections 10 or 20.

§  Apple and Google subsidiaries are third-party beneficiaries of these Terms of Use and, upon your acceptance of the terms and conditions of these Terms of Use, will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof; notwithstanding the foregoing, Scenekey’s right to enter into, rescind or terminate any variation, waiver, or settlement under these Terms of Use is not subject to the consent of any third party.

14.                    General

These Terms of Use represent the complete agreement and understanding between you and Scenekey and supersede all prior agreements and representations between the Parties with respect to the subject matter of these Terms of Use. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Scenekey. Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the relevant section. Except as provided in Section 17 above, if any provision of these Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use will remain in full force and effect. Except as provided in Section 17 above, these Terms of Use shall be interpreted and governed by the Governing Law.