Corporate Sales and Fulfillment Terms and Conditions

The following Corporate Sales and Fulfillment Terms and Conditions (the "Terms and Conditions") govern the relationship between you and Cineplex Entertainment LP ("Cineplex", "we", "our", "us") regarding the creation of an Account (as defined below), and/or the purchase or Corporate Products, as defined below. By submitting an application to create an Account and/or by submitting an order, you agree to be bound by the Terms and Conditions.

Corporate Products and Purchasing Terms

Cineplex corporate products include, but are not limited to, paper based corporate certificates ("Certificate(s)"), plastic gift cards, including Custom Cards (as defined below) ("Gift Card(s)) and any other product that Cineplex may make available to you (collectively referred to as "Corporate Products").

Prices and Quantity

Prices of the Corporate Products and/or discounts applied to the purchase of Corporate Products are subject to change without notice. All currency expressed herein is in Canadian dollars. The price and/or discount quoted are not guaranteed until payment is received in full. Cineplex shall have no obligations to provide you with advance notice of any changes to the price and/or discounts applied to Corporate Products. However, we may, but have no obligation to, contact you prior to processing your order if a change in price and/or discount will affect it.

Each order must meet the minimum order requirements before orders will be processed. Cineplex reserves the right to limit the number and dollar value of the Corporate Products ordered.

Payment Terms

With the exception of custom and rush orders, orders placed using a credit card are typically shipped within 3 to 5 business days after payment has been received in full. Orders paid for by cheque will be processed within approximately 10 business days after the cheque has cleared. Cheques must be issued by the Entity (as defined below). Personal cheques in the name of the Account Holders (as defined below) or any other individual will not be accepted.

All forms of payment must be made within thirty (30) days from the receipt of your Order Confirmation (as defined below). Cineplex may, in its sole discretion cancel or refuse to process any order for which payment has not been received in the above noted time frame.

Orders

Orders must be submitted online via the Website and must be submitted under the Account Holder. You must login to your Account and complete the details. You will receive a confirmation email which will contain the order number (the "Order Confirmation").

Ordering Custom Gift Cards

You shall be permitted to customize the Gift Card templates provide Cineplex with customized elements, including but not limited your organizations name, logo, tag line, image or other text (the "Customized Elements") to produce custom Gift Cards ("Custom Cards"). Regardless of the Customized Elements received by you, the Cineplex name and logo will be applied to the front of each Custom Card. Customization of the Custom Card shall apply to the front of the card only. By ordering Custom Cards, you, in your capacity to bind the Entity, hereby grant Cineplex with a limited license to use the Customized Elements for the sole purpose of creating the Custom Cards.

Cineplex will provide you with production specifications for visual verification before the Custom Cards are produced (the "Proof Sheet"). You shall be responsible for reviewing and approving the Proof Sheet and once you have approved it, no additional changes to the Custom Card may be made.

Nothing contained herein, nor acceptance of the order or issuance of the Proof Sheet obligates Cineplex to process the request for Custom Cards if Cineplex, in its sole discretion, deems the Customized Elements to be contrary to Cineplex's business interests or infringes or appears to infringe the rights of any third party. Cineplex shall advise you in writing if Cineplex deems the Customized Elements to be unacceptable. In the event Cineplex, in its sole discretion, refuses to process the request for the Custom Cards for any reason, Cineplex shall refund all monies paid by you.

Order Cancellation

Cancellation of any order must be in writing and must be received by Cineplex prior to the shipment of the Cineplex Products. Refunds will not be issued once the Cineplex Products have been shipped to you.

For Custom Cards, written notice must be received before production of the Custom Cards has begun. Refunds will not be issued if the order is cancelled after the approved Proof Sheet has been received by Cineplex, regardless of whether they have been shipped to you or not.

Re-selling of Corporate Products

Resale of Corporate Products is not permitted without the express written permission of Cineplex, and at no time shall you or the Entity be permitted to resell Corporate Products at a lower price than paid to Cineplex or Gift Cards at a price other than face value of the Gift Card. It is your sole responsibility to act in accordance with these terms and if you fail to abide by this term, Cineplex has the express right to cancel all Corporate Products purchased by you without reimbursement.

If Cineplex discovers that Corporate Products purchased through your Account are being re-sold without our consent, Cineplex may cancel unredeemed Certificates or require that all Corporate Products in your possession be returned to us at your cost and expense. Cineplex shall be under no obligation to accept any Corporate Products it believes were re-sold contrary to the provisions of this Agreement. Furthermore, Cineplex will not be responsible for the loss, financial or otherwise, this may have on you or anyone to whom Corporate Products have been resold by you if in violation of these Terms and Conditions.

Promotional Request and use of the Cineplex Brand

All requests to use Corporate Products for promotional purposes (including, but not limited to, contests and dinner and a movie promotions) and/or use Cineplex's name and/or logo (for any purpose) must be submitted in writing to Cineplex for approval prior to the beginning of the promotion, which may be withheld in the sole discretion of Cineplex. If approval is granted, you may be required to enter into a separate agreement regarding the permitted use of Corporate Products and/or a trademark license agreement. If approval is granted, all marketing materials which incorporate Cineplex name and/or logo must be approved by Cineplex prior to its release. To obtain permission please e-mail corporatesales@cineplex.com.

Shipment of Cineplex Products

In the event Corporate Products are lost, stolen or destroyed during transit from Cineplex, or its designated distribution centre, Cineplex shall take full responsibility for replacing the Corporate Products. Any losses occurring after the Corporate Products have been delivered to you shall be your sole responsibility.

Returns

Neither Corporate Products nor their value is refundable or replaceable once shipment has been made. Expired Certificates are non-exchangeable if unused prior to expiry date stated on the back, unless required to do so by law. You may only return Gift Cards that are defective or are reasonably expected to not or do not perform as intended. Cineplex has the right to test and determine whether the Gift Cards in question are defective and malfunctioning prior to issuing a refund/reissuance of the Gift Card(s).

Certificates Terms and Conditions

Cineplex will honour the Certificates by providing the services outlined on the product themselves, subject to the terms and conditions on the back of the Certificates. Certificates hold no cash value and must be exchanged at a Cineplex theatre for the specific service identified on the Certificates itself. Except in Quebec and where prohibited by law, certificates will expire approximately two years from the date of issue. Certificates are NOT valid at Alliance Atlantis Cinemas. Neither the Certificates nor their value is replaceable or refundable if lost, stolen, used without permission and are non-exchangeable if unused prior to expiry date stated on the back, unless required by law.

Corporate Products may also be subject to any restrictions imposed by the distributor of a motion picture being exhibited from time to time at any Cineplex theatre and Cineplex shall not bear any liability for costs associated with these restrictions.

Gift Card (including Custom Gift Cards) Terms and Conditions:

Gift Cards are subject to the terms and conditions on the back of the card themselves. They hold cash value which will be accepted at all Cineplex theatres for the purchase of admission tickets, concessions and merchandise and applicable taxes on the Website (some restrictions may apply). Gift Cards are NOT valid at Alliance Atlantis Cinemas and are not redeemable for other Gift Cards or cash, unless required by law. Neither the Gift Card nor its value is replaceable or refundable if lost, stolen or used without permission. Cineplex may, at its sole discretion, replace damaged Gift Card.

Gift Card appearance may differ from image shown on store.cineplex.com. Gift Card design is available while quantities last and Cineplex cannot guarantee the availability of your design preference at the time an order is placed.

Establishing an Account

Each business or organization must establish a primary account (the "Primary Account(s)") with the option to add additional accounts ("Secondary Account(s)"). Primary Account(s) and Secondary Account(s) are collectively referred to an "Account(s)"). Accounts must be registered in the legal name of the business or organization (the "Entity") and be established by an individual who has the authority to create the Account on behalf of the Entity, and bind the Entity to these Terms and Conditions and any orders submitted under the Account (either the "Primary Account Holder" or the "Secondary Account Holder", collectively referred to as the "Account Holders"). Each Account Holder must submit his or her name and contact information, including email address; at the time he or she submits an application to create an Account. Account Holders acknowledge that the Primary Account Holder will have the ability to review all orders submitted under each Secondary Account and to view any changes to the Account registration details, including but not limited to the name of the Secondary Account Holder for each Secondary Account.

Verification of Account Holder Information

Cineplex reserves the right to verify that the Accounts were established by an individual(s) that has the authority to bind the Entity to the Terms and Conditions and any orders submitted under the Account(s) and that the information provided on the Account opening forms is accurate. Until such verification is complete to Cineplex's sole satisfaction, we shall have no obligation to process any order form and/or may close the Account(s) in question.

Change of Account Holder Status

In the event that an Account Holder is replaced with another individual or no longer has the authority to bind the Entity to these Terms and Conditions, the Entity shall be responsible for updating the Account Holder's information or deactivating the Account in question. Once the name of the Account Holder has been changed, that individual shall be deemed to be bound to these Terms and Conditions and shall be responsible for orders submitted under the Account in question going forward. Notwithstanding anything contained herein, and regardless of whether the Entity updates the Account Holder's name, the Entity shall remain solely responsible for all orders submitted under the Account.

User name and password

Your Account may only be accessed when you use your confidential login name and password (collectively referred to as your "login information"). For security reasons, you must keep your login information confidential and not disclose it to any person or permit any other person to use it. Cineplex recommends that you choose a password that is unique to you and not easily guessed by others. You and the Entity are solely responsible and liable for any use and misuse of your login information and for all orders submitted under your login information. You must immediately notify Cineplex of any unauthorized use of your login information, or if you know or suspect that your login information has been lost or stolen or otherwise compromised.

Privacy Policy

Your privacy is important to us. The Cineplex Privacy Policy is incorporated into these Terms and Conditions by reference (the "Privacy Policy"). Please read the Privacy Policy carefully for details on the collection, use and disclosure of your personal information. By establishing an Account and/or submitting an order, you acknowledge that you understand and agree to be bound by the Privacy Policy.

Cineplex.com Terms and Conditions

By establishing an Account and/or submitting an order through Cineplex.com (the "Website"), you acknowledge and agree that you have read, understood and agree to be bound by the Website terms of use (the "Website Terms of Use"), which are incorporated into these Terms and Conditions by reference. If at any time you do not agree to the Website Terms of Use, please immediately stop using our Website and if applicable, delete your Account.

Account Termination

You acknowledge that regardless of whether your Account has been established, Cineplex shall have no obligation to process any order if we, in our sole discretion, determine that you or the Entity has violated these Terms and Conditions. Cineplex shall have the right to immediately and without notice, terminate or suspend your Account in order to protect our business interests or in the event that the Account has not been used for a period of more than 24 months.

You shall have the right to cancel your Account at any time. Termination and/or suspension of the Primary Account shall immediately result in the termination or suspension of any and all Secondary Accounts established under the Primary Account, regardless of whether termination and/or suspension were initiated by the Primary Account Holder or Cineplex. Termination and/or suspension of a Secondary Account shall only affect the Account in question and shall have no impact on the Primary Account and/or other Secondary Account also established under the same Primary Account.

Trademark, Copyright and Intellectual Property Rights

All trademark, copyright and other intellectual property, including, but not limited to, images (including images of the Cineplex Products themselves), illustrations, video clips, audio clips or articles posted on the Website, in print or other online publication, are either the property of Cineplex and/or its various subsidiaries or affiliated companies (the "Cineplex IP") or the property of a third party, for which Cineplex has been granted permission to use (the "Third Party IP"), and are protected under applicable copyright, trademark or other intellectual property laws or other laws of Canada.

You shall have no right to use either the Cineplex IP or the Third Party IP or the contents of the Website, in whole or in part, without the express written permission of Cineplex or the rightful owner of the Third Party IP. All Entities requesting the right to use the Cineplex IP may be required to enter into a separate license agreement and must adhere to the guidelines set forth by Cineplex. Cineplex reserves the right to request that you remove all references to and stop using the Cineplex IP at any time and for any reason. You are advised that Cineplex will aggressively enforce its intellectual property rights and the protection of the intellectual property rights of others to the fullest extent of the law, including the seeking of criminal prosecution.

Any unauthorized use of the Cineplex IP or Third Party IP may result in the immediate cancellation of your Account and Cineplex's refusal to process current or future orders. In the event that this section of the Terms and Conditions is violated by a Secondary Account Holder, Cineplex may, in its sole discretion, terminate the Primary Account and any and all addition Secondary Accounts established under the Primary Account.

You acknowledge that Cineplex is not authorized to grant you the right to use the Third Party IP in whole or in part. Should you wish to use the Third Party IP, it is advised that you contact the lawful owner(s) of said material and obtain their express written permission.

Representations, Warranties and Indemnities

Any illegal, fraudulent, deceptive or other misuse of the Cineplex Products by you or the Entity, at Cineplex's option, shall deem your Account to be in violation of these Terms and Conditions and Cineplex shall have the right to pursue any and all remedies available to it at law against you and/or the Entity regarding such misuse.

You and the Entity shall hold Cineplex harmless against any and all losses, liabilities, claims, damages and expenses resulting from your or the Entity's use and/or misuse of the Cineplex Products or the violation of these Terms and Conditions.

You represent and warrant that you have the authority, granted by the Entity, to (a) establish the Account; (b) place orders for Cineplex Products on behalf of the Entity; and (c) enter into this agreement on behalf of the Entity and bind it to these Terms and Conditions. These terms and conditions shall be binding upon you, and the Entity and the Entity's successors, heirs, and/or permitted assigns.

You acknowledge and agree that Cineplex assumes no liability whatsoever, including without limitation, liability for any expense, loss, cost, injury, damage, accident or any other matter or thing whatsoever, however suffered or caused (including compensatory, incidental, indirect, special, punitive, consequential or exemplary damages or damages for loss of income or profits), directly or indirectly arising out of or related to the goods or services provided by Cineplex under these Terms and Conditions.

Changes to the Terms and Conditions

Cineplex may change these Terms and Conditions at any time. In the event that you do not agree with the changes to the Terms and Conditions your sole option is to terminate your Account. Placing an order after the changes are in effect shall be deemed your acceptance to the new Terms and Conditions.

General Terms

Governing laws: These Terms and Conditions and any subsequent orders shall be governed by the laws of the Province of Ontario, Canada. You consent and submit to the exclusive jurisdiction of the courts located in the City of Toronto, in the Province of Ontario, Canada, in all disputes arising out these Terms and Conditions and any subsequent order.

Severability: These Terms and Conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Entire agreement: These Terms and Conditions constitute the entire agreement between us relating to the subject matter hereof, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except by Cineplex as set forth above.