Except for this portion of the terms and conditions specifically labeled as the ProElite Video on Demand Terms and Conditions ("PE VOD T&C"), which govern all use of the ProElite Video on Demand service ("PE VOD"), the general ProElite.com Terms and Conditions of Use, located at the bottom of all pages of ProElite.com, constitute the entire agreement between you and ProElite, Inc. ("ProElite" or "We") with respect to your use of ProElite.com and supersede all previous agreements, understandings and representations relating thereto. In the event of an inconsistency between the ProElite.com Terms and Conditions of Use and the PE VOD T&C, the PE VOD T&C shall prevail. All other portions of ProElite.com Terms and Conditions not specifically affected hereby, including all standard terms and conditions, shall remain in full force and effect without change. All defined terms not otherwise defined herein shall have the same meanings as defined in the ProElite.com Terms and Conditions.  No failure by ProElite or you to exercise any rights, powers or remedies hereunder or its delay to do so shall constitute a waiver of these rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy. If any provision of the PE VOD T&C or part thereof is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of thatprovision will not affect the legality, validity or enforceability of the remainder of the provision or the remaining provisions of the PE VOD T&C, as the case may be, or the legality, validity or enforceability of that provision or part thereof in any other jurisdiction.

In addition to the PE VOD T&C, using PE VOD is subject to payment of a license fee each time you license the right to view a title or a periodic subscription fee plus applicable taxes. PE VOD license fees and subscription fees may be changed from time to time as provided herein. PE VOD licenses and subscriptions may not be assigned, transferred, or sold to a third party. A license commences upon the payment of the applicable title license fee whereas a subscription term commences on the date you sign up for a subscription and is valid with renewals until cancellation as outlined below. By purchasing a PE VOD license or subscription, you agree to be bound by the PE VOD T&C.

These PE VOD T&C are subject to change by ProElite at any time, in its sole discretion, with or without advance notice. The most current version of the PE VOD T&C, which will supersede all earlier versions, can be accessed through the main navigation when logged in to ProElite.com and here- http://www.proelite.com/vod/terms. You should review the PE VOD T&C regularly to determine if there have been changes. Your continued use of PE VOD constitutes acceptance of the most recent version of the PE VOD T&C.

Any personally identifying information submitted via PE VOD is subject to the ProElite.com Privacy Policy, the terms of which are incorporated herein; provided, however, in the event of a billing dispute from your use of PE VOD, we may retain your personally identifying information solely for the purpose of enforcing any outstanding or uncollected payments as permitted under applicable law. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of our Privacy Policy.

PE VOD offers two alternative means of accessing to a comprehensive online library of mixed martial arts content ("Content"). You may purchase individual licenses to view the Content on a title by title basis ("Fight Pass Ala Carte") or you may purchase an online subscription where you may watch unlimited Content during your subscription ("Fight Pass Subscription"). At this time we are only offering two types of PE VOD, however, we reserve the right to offer special promotional plans or levels of subscription as they may become available under ProElite’s exclusive discretion. You select Content at the PE VOD site located at http://www.proelite.com/vod and stream it on your personal computer.

WE RESERVE THE RIGHT IN OUR SOLE AND ABSOLUTE DISCRETION TO MAKE CHANGES FROM TIME TO TIME AND WITHOUT NOTICE IN HOW WE OPERATE PE VOD.

You can find the specific details regarding your PE VOD account at anytime by clicking on the "Your Account" link at http://username.proelite.com/myaccount, located in the main navigation when logged in to ProElite.com.

ProElite charges a license fee each time you acquire a license to view Content through Fight Pass Ala Carte ("License Fee"). The License Fee price will be made available to you at the time of purchase. Payment for such Content may be made by credit card, gift cards or other means authorized by ProElite from time-to-time (e.g., PayPal) and you hereby authorize ProElite and/or its authorized agent to transact such payments on your behalf as License Fees accrue. In addition, if you authorize us to do so, we will retain your credit card or other payment information, as applicable, in our database to facilitate your checkout process for future Content transactions. You agree and acknowledge that if you fraudulently report your credit card used to obtain the Content from Fight Pass Ala Carte as stolen, or you fraudulently report that an authorized charge by ProElite and/or its authorized agent is unauthorized, ProElite may, in its sole discretion, pursue any available rights or remedies at law or in equity, including, without limitation, the right to terminate this Agreement and your ability to use PE VOD.

Upon payment of the License Fee, ProElite will grant you a non-exclusive, non-transferable, limited right and license under copyright to view the respective Content title for your personal and non-commercial use. You shall not acquire any ownership rights by purchasing a License to view a title through Fight Pass Ala Carte, and a License granted to you as set forth in the PE VOD T&C does not act as a waiver any rights of ProElite, its licensors, or the copyright owners with respect to any Content.

By starting a Fight Pass Subscription, you are expressly agreeing that we are authorized to charge you a monthly subscription fee, any applicable tax and any other charges you may incur in connection with your use of PE VOD to the Payment Method you provided during registration (or to a different Payment Method if you change your account information). As used in the PE VOD T&C, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method, including a checking account, where applicable. The subscription fee will be billed at the beginning of your subscription and on each monthly renewal thereafter unless and until you cancel your membership. Click on the "Membership Terms and Details" link on the "Your Account" page to see the commencement date for your next renewal period. We will automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your membership. In the event your membership began on a day not contained in a given month, we will bill your Payment Method on the last day of such month. For example, if you became a paying member on January 31st, your Payment Method would next be billed on February 28th. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by e-mail. If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by clicking on the "Your Account" button, the main navigation when logged in to ProElite.com. If your Payment Method reaches its expiration date, your continued use of PE VOD constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts.

Your Fight Pass Subscription will continue in effect unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each month in order to avoid billing of the next month's subscription fees to your Payment Method. We will bill the monthly subscription fee plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information).

Your Fight Pass Subscription will continue in effect unless and until you cancel your membership or we terminate it. You must cancel your membership before it renews each month in order to avoid billing of the next month's subscription fees to your Payment Method. We will bill the monthly subscription fee plus any applicable tax to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information).

You may cancel your Fight Pass Subscription at anytime, and cancellation will be effective immediately. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS OR UNWATCHED CONTENT. To cancel, click the words "Cancel Membership" on the "Your Account" page and follow the instructions for cancellation under the heading "Cancel Membership" in the main navigation when logged in to http://www.proelite.com.

We reserve the right to terminate your account for any or no reason.

PE VOD allows you to instantly watch available Content, filmed and live, as available, on your personal computer.

The time it takes to begin watching Content using PE VOD will vary based on a number of factors, including your available bandwidth at the time, the Content you have selected and your computer system configuration. For example, high-speed graphics or special effects at the opening of a title may slightly delay its start time. In addition, you must be connected to the Internet throughout the viewing experience. If you disconnect during viewing, you may replay the title when you re-connect using the control bar to resume the title at the same point. You will be able to move to any time-specific point through the title by using the control bar located on the viewing screen.

Software and Device Limitations: We do not warrant that any of the software used in connection with PE VOD will be compatible with other third party software nor do we warrant that operation of PE VOD will not damage or disrupt other software or hardware. Please refer to the Disclaimers of Warranties and Limitations of Liability set forth herein.

We reserve, in our sole and absolute discretion, the right to limit, condition, terminate, charge for or otherwise modify your use of PE VOD at anytime without notice; provided however, we will give you notice before we institute any additional charges for this feature.

In order to provide you with ease of access to your account, ProElite will place a cookie (a small text file) on any computer from which you access ProElite.com. When you revisit ProElite.com, this cookie will enable us to recognize you as the account holder and provide you with direct access to your account without requiring you to retype any password or other user identification. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account.

You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile device. If you disclose your password to anyone or share your account with other people, you take full responsibility for their actions. Users of public or shared computers should log out at the completion of each visit to ProElite.com.

If you find that you're a victim of identity theft and it involves a PE VOD account, you should notify customer service at http://www.proelite.com/contact. Then, you should report this instance to all your card issuers, as well as your local law enforcement agency. ProElite reserves the right to place any account on hold anytime with or without notification to the subscriber in order to protect itself and its partners from what it believes to be fraudulent activity. ProElite is not obligated to credit or discount a membership for holds placed on the account by either a representative of ProElite or by the automated processes of ProElite.

PE VOD, INCLUDING ALL CONTENT AND FEATURES ASSOCIATED THEREWITH, THE PE VOD WEB SITE AND ITS CONTENTS ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO PE VOD, THE PE VOD SITE AND ITS CONTENTS. We assume no liability or responsibility for the Content, defects with the Content, errors or omissions in the Content streamed by PE VOD or on the PE VOD site, recommendations or advice of Customer Service, delivery of any title contained on the PE VOD site or through PE VOD, including any losses or damages arising from the use of the content provided on ProElite.com or PE VOD itself, including any losses or damages from any other software or any conduct by users of PE VOD or the PE VOD site. TO THE EXTENT ALLOWABLE BY LAW, WE AND OUR LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. In addition, we do not represent or warrant that the information accessible via our site is accurate, complete or current. We do not make any representations with respect to the Content contained on PE VOD or the descriptions of the Content on ProElite.com. We do not make any representations that the Content is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or import into any other country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction outside of the United States from which you may access PE VOD. We do not represent or guarantee that your use of PE VOD and the PE VOD site will be free from interruption, loss, corruption, attack, viruses, interference, hacking, or other security intrusion and we disclaim any liability with respect thereto. No oral or written information or advice given by us or our authorized representative shall create a warranty or otherwise constitute a representation binding upon ProElite or its affiliated parties.

In no event shall ProElite, its shareholders, directors, officers, or employees be liable (jointly or severally) to you for personal injury or any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss of use, data or profits, business interruption or any other commercial damages or loss, whether or not advised of the possibility of damage, and on any theory of liability, arising out of or in connection with the use or performance of the PE VOD site, its contents or PE VOD, including the Content and features associated therewith. In no event shall our total liability to you, for all damages for losses arising from the use or inability to use our ProElite.com, its contents or PE VOD, including the Content and features associated therewith (other than as may be required by applicable law in cases involving personal injury) exceed, as applicable, the amount of the respective License Fee(s) or the amount of one month's subscription fee on your subscription plan. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

All content included on the PE VOD site and streamed to subscribers as part of PE VOD, including the titles, text, graphics, logos, designs, photographs, button icons, images, audio/video clips, digital downloads, data compilations, and software, is the property of ProElite, Inc., or its suppliers and is protected by United States and international copyright laws or other intellectual property laws and treaties. The compilation of all content on ProElite.com is the exclusive property of ProElite, and protected by U.S. and international copyright laws. Content shall not be reproduced or used without express written permission from ProElite, or its suppliers. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the PE VOD site, not to insert any code or product or manipulate the content of the PE VOD site in any way that affects the user's experience, and not to use any data mining, data gathering or extraction method. ProElite reserves the right to terminate your membership hereunder if ProElite, in its sole and absolute discretion, believes that you are in violation of this paragraph, such violations including the copying or ripping of Content streamed to you, the unauthorized use of our Content, the copying or other unauthorized use of our proprietary content. ProElite does not promote, foster or condone the copying of events or any other infringing activity. The use of Content streamed to you by us is solely for your personal and non-commercial use. Please see the instructions at the end of the PE VOD T&C for notifying us of the presence of any allegedly infringing content on the PE VOD site. The ProElite logo and ProElite.com are trademarks or service marks of ProElite. The PE VOD site, including but not limited to its graphics, logos, page headers, button icons, scripts and service names constitute trade dress of ProElite, Inc. The trademarks, service marks and trade dress of ProElite may not be used or reproduced without prior written approval from ProElite and may not be used in connection with any product or service that is not affiliated with ProElite, in any manner that is likely to cause confusion among customers, in any manner that dilutes the rights of ProElite, or in any manner that disparages or discredits ProElite. Other trademarks that appear on the PE VOD site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ProElite. Any images of persons or personalities contained on the PE VOD site are not an indication or endorsement of ProElite or any particular product or PE VOD unless otherwise indicated.

We distribute filmed entertainment and we reserve the right to display and promote the filmed entertainment or other information on our PE VOD site to you in any manner we choose in our sole and absolute discretion. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties on ProElite.com, including the PE VOD site, are those of the respective authors or producers and not of ProElite, or its shareholders, directors, officers, or employees. Under no circumstances shall ProElite, or its shareholders, directors, officers, directors, or employees be held liable for any loss or damage caused by your reliance on information obtained through the PE VOD site. It is your responsibility to evaluate the information, opinion, advice, or other content available through the PE VOD site.

From time to time, we test various aspects of our PE VOD, including service levels, plans, promotions, features, Content availability, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.

By using PE VOD, you consent to receiving electronic communications from ProElite. These communications will include notices about your account (e.g., receiving e-mails and other transactional information) and information concerning or related to PE VOD, such as other entertainment information or offerings. These communications are part of your relationship with ProElite and you receive them as part of your use of PE VOD. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

If you need assistance with your account, you may find answers and reach Customer Service at any time at contact@proelite.com.

The Disclaimers of Warranties and Limitations of Liability set forth in the PE VOD T&C expressly apply to the use of Customer Service, including any remote desktop access tool.

You must be at least 18 years of age to accept the PE VOD T&C on your own behalf and you must have Internet access, a valid email address, and a valid credit card or check card to register for the use of PE VOD. If you are under 18, but are at least 14 years of age, you must present the PE VOD T&C to your parent or legal guardian, and he or she must accept the PE VOD T&C on your behalf. Children under the age of 14 may not register for PE VOD, and parents or legal guardians may not register on their behalf. While PE VOD does distribute products that may be watched by children, we do not intentionally seek to collect information from individuals 13 years of age and younger. You also agree to only sign up for and use PE VOD if Content does not offend the community standards prevalent in your community. You further agree not to use or access PE VOD if doing so would violate the laws of your state, province or country.

All content on the PE VOD site is for your personal and non-commercial use and we grant you a limited license to access the PE VOD site for that purpose. You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by the PE VOD T&C), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from, the PE VOD site without our express written consent. ProElite does not promote, foster or condone the copying of digitally delivered content or any other infringing activity. Any unauthorized use of the PE VOD site or its contents will terminate the limited license granted by us.

We reserve the right to terminate or restrict your use of PE VOD, without notice, for any or no reason whatsoever.

Some of the hyperlinks on the PE VOD site may lead to other Web sites that are not controlled by, or affiliated with, ProElite, Inc. In addition, other Web sites may link to the PE VOD site. ProElite has not reviewed these Web sites and is not responsible for the content or privacy policies of these Web sites.

The PE VOD T&C shall be governed by and construed in accordance with the laws of the state of California, without regard to conflicts of laws provisions. You and ProElite agree that the United States District Court for the Southern District of California and/or the California Superior Court for the County of Los Angeles shall have exclusive jurisdiction over any dispute between you and ProElite relating in any way to PE VOD or the PE VOD T&C. You and ProElite expressly and irrevocably consent to personal jurisdiction and venue in these courts. The parties agree that in any such dispute or subsequent legal action, they will only assert claims in an individual (non-class, non-representative) basis, and that they will not seek or agree to serve as a named representative in a class action or seek relief on behalf of those other than themselves.