As of September 30, 2011
This document is a legally binding agreement (“Agreement”) between you and Our Film Festival, Inc., a Delaware company (“Fandor”), that governs your use of Fandor’s social movie streaming service, including our software and streaming applications, our social discovery and sharing tools, and our collection of content, accessed via the Fandor site located at www.fandor.com, via Fandor applications on devices such as iPad or Roku, or via third-party sites such as Facebook (collectively, the “Service”).
1. Contract Formation
Please read this Agreement carefully. By accessing or using the Service, you agree to be bound by the terms of this Agreement and all terms incorporated by reference. If you do not agree to all of these terms and conditions, you may not use the Service. If you are using the Service on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify you and Fandor for violations of this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement you or any entity may have with Fandor or its subsidiaries or affiliates.
Fandor is a social movie streaming service that provides a curated collection of audiovisual works (from independent films to text and video commentary to interviews) within an online environment that enables you to explore, discover, watch, and share some of the best movies from around the world. You acknowledge and agree that, as part of our ordinary course of business, our order fulfillment and request processing may include sharing your Fandor activity stream (movies queued, watched, or rated, as well as other content like articles, reviews, or commentary that you may experience or create yourself) through Facebook and other social media platforms, once you have connected your Fandor account with such platforms.
4. Account Information
You agree to provide accurate, current, and complete information about you as may be requested by any login or registration forms within the Service (“Registration Data”); to maintain the security of your password and identification; to maintain the accuracy and currency of your Registration Data; and to accept all risks of unauthorized access to the Registration Data and any other information you may provide to Fandor. If you provide us a credit card account for a subscription under our Subscriber Services Agreement or for any other reason, you represent and warrant that you are authorized to use and have fees charged to the credit card number you provide to us.
Unless otherwise indicated, the Service and all content and materials on the Site, including, but not limited to, films, trailers, audiovisual works, designs, text, graphics, pictures, information, data, software, sound files, logos of Fandor or its partners, other files, and the selection and arrangement thereof (collectively, “Materials”) are the proprietary property of Fandor or its licensors, partners, or users, and are protected by U.S. and international copyright laws.
Fandor grants you a limited, non-exclusive, non-transferrable, revocable license to make personal, non-commercial use of the Service and to receive by on-line delivery the Materials made available through the Service. You acknowledge that the Service and Materials may vary over time and depending on the geographic location from which you access the Materials, and recognize that Fandor may change the Service and Materials at any time, without notice.
You may access and use the Site and electronically copy (except where prohibited without a license) or print to hard copy portions of the Materials (except Third Party Content) for your informational, non-commercial, and personal use only.
Unless explicitly stated, nothing in this Agreement will be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
7. License Limitations and Restrictions
Except as otherwise expressly permitted, your license does not permit (i) resale or commercial use of the Service or Materials; (ii) distribution, public performance, or public display of the Service or Materials; (iii) modifying or otherwise making any derivative use of any portion of the Service or Materials; (iv) downloading (other than page caching) any portion of the Service or Materials; or (v) any use of the Service or Materials for other than their intended purpose.
You agree not to modify, translate, or create derivative works of any Materials, except as may be permitted and enabled within the Service. You agree not to sell, assign, sublicense, rent, lease, loan, provide, distributor, or otherwise transfer any Materials. Specifically, you agree not to reproduce or copy any film, or to remove or alter any trademark, logo, copyright, or other proprietary notices associated with any film. You also agree not to cause or permit any other party to do any of these things.
Any use of the Service or Materials other than as specifically authorized in this Agreement, without prior written permission of Fandor, is strictly prohibited and will terminate the license granted in this Agreement. Such unauthorized use may also violate copyright, trademark, telecommunications, and other applicable laws.
8. User Content and Interactive Areas
The Service includes review and comment areas, forums, message boards, profile information, and other similar areas, both on the Fandor site and on Facebook and other social networks (collectively, “Interactive Areas”), in which you or other users may create, post, link, store, or otherwise make available opinions, questions, data, information, text, items, content, or other materials (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk.
By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce that content. If you post User Content, unless we indicate otherwise, you grant Fandor and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content throughout the world in any media on or in connection with the Service, and, if they choose, to use the name you submit in connection with such content. You retain any ownership interest in User Content that you may have under copyright and other intellectual property laws, and may terminate Fandor’s license to your User Content by removing the User Content from Fandor.
You agree not to post, upload to, transmit, distribute, store, create, or otherwise publish any of the following:
- User Content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, fraudulent, or otherwise objectionable material (as determined in Fandor’s reasonable discretion)
- User Content that constitutes, encourages, or provides instructions for a criminal offense, violates the rights of any party, or would otherwise create liability
- User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity
- Unsolicited promotions, political campaigning, advertising, or solicitations
- Private information of any third party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers, account numbers, or similar information
- Viruses, corrupted data, or other harmful, disruptive, or destructive files
As a provider of interactive services, Fandor is not liable for any statements, representations, User Content, or third-party content provided on the Service and in any Interactive Area, including but not limited to mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. Although Fandor has no obligation to screen, edit, or monitor any User Content posted to any Interactive Area, Fandor reserves the right, at its absolute discretion, to remove, screen, or edit any User Content at any time, for any reason, without notice.
9. Hyperlinks and Third Party Content
Fandor provides third-party content on the Service, including links to Web pages, as a service to those interested in this information. Fandor provides these links and information as a convenience. Fandor makes no representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of such information, or any third-party sites or services accessible via hyperlink from the Service. Fandor is not responsible or liable in any manner for such third-party content or links, and undertakes no responsibility to update or review such material. When you leave the Fandor Service, you should be aware that our terms and policies no longer govern. Users who access such third-party content or links do so at their own risk.
Fandor may run advertisements and promotions from third parties, or provide information about or links to third-party products or services. Your business dealings with such third parties, and any associated terms, conditions, warranties, or representations are solely between you and that party. Fandor is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or the presence of such advertisers or information within the Service.
Enforcement of the rules set forth in this Agreement is solely at Fandor’s discretion. Our failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain content that is prohibited by these rules. Any use of the Service, including Interactive Areas, in violation of this Agreement may result in, among other things, termination or suspension of your rights to use the Service.
Fandor’s name, logo, and any other service name or slogan contained in the Service are trademarks of Fandor or its affiliates, suppliers, or licensors, and may not be copied, imitated or used, in whole or in part, including in metatags or hidden text, without the prior written permission of Fandor or the applicable trademark holder.
You agree, at your sole expense, to defend, indemnify and hold Fandor, its directors, employees, and agents, harmless from and against any and all actual or threatened suits, actions, proceedings, claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest, and disbursements) caused by, arising out of, resulting from, attributable to, or in any way incidental to: (i) your use of the Service, the Materials, or the Interactive Areas; (ii) your conduct; (iii) your violation of this Agreement or the rights of any third party; or (iv) any User Content.
15. Limitation of Liability
In no event will Fandor be liable to you or to any third party for loss of revenue, loss of profits, or any special, indirect, incidental, exemplary, or consequential damages of any kind arising out of or in connection with the Service, Materials, User Content, third-party materials, your conduct, or the conduct of any other users, or arising out of any reliance by any user on information obtained from us, mistakes, omissions, interruptions, defects, viruses, delays in operation, or unauthorized access to Fandor’s records, programs, or services, regardless of the form of action, even if Fandor has been advised of or is aware of the possibility of such damages.
In no event will our total cumulative liability to you or any third party arising out of or in connection with any of the foregoing exceed the aggregate of the net amounts paid by you to Fandor.
16. Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act and other applicable laws, Fandor has adopted a policy to terminate, in appropriate circumstances and at Fandor’s sole discretion, members or subscribers who are deemed to be repeat infringers. Fandor may also at its sole discretion limit access or terminate accounts of any person who infringes any intellectual property right, regardless of repeat infringement.
17. Copyright Complaints
If you believe that anything on the Service infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as follows:
522 Washington Street
San Francisco, CA 94111
phone: 415-368-0330 Ext 2001
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that material or activity is infringing, you will be liable for any damages including, but not limited to, costs and attorneys’ fees incurred by us or the alleged infringer, as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
18. Applicable Law and Venue
This Agreement shall be governed and construed in accordance with the laws of the State of California without resort to its conflict of law provisions. You agree that any dispute, controversy, or claim arising out of or relating to this Agreement will be filed only in the state or federal courts located in San Francisco County, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Site Terms.
Fandor reserves the right, without notice and in its sole discretion, to terminate your license to use the Service or Materials, and to block or prevent your future access and use.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.