TERMS OF USE

Last Revised August 16, 2017

Welcome to Fandor!

These Terms of Use (“Terms”, “Agreement”) are a legally binding agreement between Our Film Festival, Inc. d/b/a Fandor and its affiliates (collectively, “Fandor”, “we”) and you concerning your use of the Services. The term “Services” refers to, collectively, our video service, including the selection of films and other audio-visual content, as well as the written and visual content we offer (collectively, the “Content”) and our player for viewing the Content (the “Video Player”), as well as any other products, features, tools, materials, or other services offered from time to time by Fandor through the Platforms. The term “Platforms” refers to, collectively,www.fandor.com website (the “Site”), applications, devices, and other places through which the Services may be accessed, including websites and applications of Fandor’s third-party distribution partners and other websites where users or website operators are permitted to embed the Video Player or the Content.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US. BY ACCEPTING THESE TERMS, YOUR AGREE TO THE USE OF ABRITRATION AND CLASS ACTION WAIVER DESCRIBED IN SECTION 12 TO RESOLVE ANY DISPUTES (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).

  1. ACCEPTANCE OF THE TERMS

Your use of the Services is subject to compliance with these Terms, which incorporate by reference, our Privacy Policy available at www.fandor.com/company/privacy_policy (“Privacy Policy”) and any end user license agreement that might accompany the applicable Services. By using, visiting or browsing the Services, you accept and agree to these Terms. If you do not agree to these Terms, do not use the Services.

Please note that these Terms include certain embedded hyperlinks that, depending on the device through which you are viewing it, may not be accessible. Therefore, you may need to visit the Site on your computer to access the hyperlinks. If you are using the Services 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 affiliates.

  1. CHANGES TO THESE TERMS

We may change these Terms from time to time to reflect changes in the law or in the Services. When we post changes to these Terms, we will revise the “Last Revised” date at the top of these Terms. If we make any material changes to these Terms, we will notify you by posting a notice of the changes on our website. Such revisions shall be effective immediately; provided however, that for existing subscribers to the Services, such revisions shall, unless otherwise stated, be effective 30 days after posting. Your continued use of the Services following the posting of such notice means you accept those changes.

  1. PRIVACY POLICY

Please refer to our Privacy Policy for information on how Fandor collects, uses, and shares information from or about you when you use the Services. The terms of the Privacy Policy are incorporated herein.

  1. USE OF THE SERVICES

4.1.    Age Limitations. The Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to subscribe for the Services or provide your personal information to Fandor. If you are at least 13 and under 18 years of age (or under the applicable age of majority in your state or territory of residence), you may subscribe for the Services only if you have the consent of your parent or legal guardian, including consent to these Terms on your behalf.

4.2.   Geographic Limitations. You may view the Content through the Services primarily within the country in which you have established your account and only in geographic locations where we offer the Services and make such Content available. The Content that may be available to watch will vary by geographic location. Fandor will use technologies to verify your geographic location.

4.3    License. We grant you a limited, non-exclusive, non-transferable, license to access and use the Services and view our Content, for personal, non-commercial purposes only. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the Services for public performances.

4.4    Ownership. You agree that Fandor owns and retains all rights to the Services. You further agree that the Content you access and view as part of the Services is owned or controlled by Fandor and Fandor’s licensors. Copyright, trademark, and other intellectual property laws protect the Services and the Content.

4.5.   Restrictions on Use. You agree to use the Services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Services or Content therein. You may not either directly or through the use of any device, software, internet site, web-based service, or other means:

  1. remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content;
  2. modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure associated with the Content or the Video Player, including geo-filtering mechanisms;
  3. copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Content;
  4. access the Services (including the Content) through any automated means, including “robots,” ”spiders,” or “offline readers;”
  5. incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Fandor in writing;
  6. create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by Fandor;
  7. build a business utilizing the Content, whether or not for profit;
  8. create derivative works or materials that otherwise are derived from or based in any way on the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, whether or not for profit, unless expressly permitted by Fandor in writing;
  9. introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment of Fandor or other users of the Services;
  10. damage, disable, overburden, impair, or gain unauthorized access to the Services, including Fandor’s servers, computer network, or user accounts;
  11. remove, modify, disable, block, obscure or otherwise impair any advertising associated with the Services (including the Content).

If Fandor determines in its sole discretion that you are violating any of the above restrictions, we may suspend, restrict, or terminate your use of the Services in accordance with Section 4.6 below.

4.6.   Modification, Suspension and Termination. You acknowledge that our Services, as well as the availability of the Content and of the Platforms through which the Services are available, may change from time to time. We reserve the right to change, replace or remove any Content available to you through the Services, and to otherwise make changes in how we operate the Services. You also agree that certain Content that may be available through one Platform may not be available through another Platform. We may (i) modify, suspend, or terminate (whether temporarily or permanently) some or all of the Services (including the Content and the Platforms through which the Services are accessed), and (ii) offer certain new features or other elements of the Services, including promotional features, user interfaces, plans, pricing, and advertisements. You acknowledge that Fandor may do so in Fandor’s sole discretion at any time without notice, with respect to any or all users. You also agree that Fandor will not be liable to you for any modification, suspension, or termination of the Services, although if you are a Fandor subscriber and Fandor suspends or terminates your subscription to the Services, Fandor may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration (for example, we may credit additional days of service to your account) in accordance with Section 5.9 below. Notwithstanding the foregoing, we may suspend, restrict, or terminate your use of the Services, without any consideration or notice if you are, or if we suspect that you are (i) in violation of any of these Terms, or (ii) engaged in illegal or improper use of the Services.

  1. SUBSCRIPTION, FREE TRIALS, BILLING AND CANCELLATION

5.1.    Subscription. While we offer certain types of our Content for free (such as, for example, editorial articles and video essays created by or at the request of Fandor), we charge a fee to access certain Content that requires a subscription (primarily, our library of licensed films) (the “Subscription”). To access the Services, you may subscribe in one of three ways: (i) directly from Fandor at the Site; (ii) through an authorized subscription provider of the Services, such as, without limitation, iTunes, Google Play, Apple TV, and Roku, (collectively, “Subscription Provider”), or (iii) through a third-party Distribution Partner, such as, without limitation, Amazon (collectively, “Distribution Partner”). You agree that your Subscription is for personal use only, and unless the terms of your Subscription authorize additional simultaneous streams, your Subscription is limited to only one simultaneous stream at a time.

5.2.    Subscription directly with Fandor. In order to purchase a Subscription through the Site, you must provide a current and valid method of payment, such as a credit card or debit card, or other methods that might be authorized by Fandor (each, together, a “Payment Method”). You are responsible for all charges incurred in connection with your Subscription.

5.3.    Subscription with Subscription Provider or Distribution Partner. Subscription Providers and Distribution Partners may require you to set up a separate account with them to purchase a Subscription to Fandor. In order to purchase a Subscription through a Subscription Provider or a Distribution Partner, you must provide them with a current and valid Payment Method. Your Payment Method provided to the Subscription Provider or the Distribution Partner will be processed by such Subscription Provider or Distribution Partner and not through Fandor. Any inquiries related to payments through your Subscription Provider or Distribution Partner should be directed to your Subscription Provider or Distribution Partner directly. You are responsible for all charges incurred in connection with your Subscription.

5.4.    Subscription Plans. Fandor, Subscription Providers, and Distribution Partners may offer a number of different Subscription plans, including special promotional plans or Subscriptions with differing conditions and limitations. Any materially different terms from those described in these Terms will be disclosed at your sign-up or in other communications made available to you. If you subscribe through a Subscription Provider or a Distribution Partner, additional terms might apply, which will be disclosed by such Subscription Provider or Distribution Partner.

You can find specific details regarding your Subscription plan with Fandor by visiting the Site and clicking on “Account Info” in the drop-down menu under your name. We reserve the right to modify, terminate or otherwise amend our offered Subscription plans. If you subscribed to Fandor through a Subscription Provider or a Distribution Partner, you can find specific details regarding your Fandor Subscription by visiting your account created with such Subscription Provider or Distribution Partner and reviewing your account information.

5.5. Free Trial. Your Fandor Subscription may start with a free trial. The free trial period of your Subscription lasts for 14 days, or as otherwise specified during sign-up. Subscription Providers and Distribution Partners may offer free trial on different terms. When the Subscription offered is combined with other offers, restrictions may apply. Free trials are for new and certain former members only. As a condition of these Terms, you agree not to subscribe multiple times using multiple names, addresses, email addresses or other means, in order to take advantage of free trial or another promotion several times. Any such action shall constitute a violation of these Terms and may result in the termination of your account. Fandor reserves the right, in its absolute discretion, to determine your free trial eligibility. The free trial will automatically convert into periodic billing of the regular Subscription fee in accordance with your Subscription plan unless you cancel your Subscription before the trial period ends. You may cancel you subscription by clicking on “Account Info” in the drop-down menu under your name and selecting “I would like to cancel my subscription”, or, if you subscribed to Fandor through a Subscription Provider or a Distribution Partner, you may find the cancellation instructions by visiting your account created with such Subscription Provider or Distribution Partner. Please note that you will not receive a notice from Fandor that your free trial has ended and that payment for your Subscription is due. If you wish to avoid charges to your Payment Method, you must cancel your Subscription prior to midnight Pacific Time on the last day of your free trial period.

 

5.6.    Subscription Term; Automatic Renewal. Your Fandor Subscription, which may start with a free trial, will begin on the day that you click “Subscribe Now” on the Site, or otherwise subscribe through a Subscription Provider or Distribution Partner. Your Fandor Subscription will continue in effect on a recurring basis corresponding to the term of your Subscription (e.g. a monthly or an annual Subscription) and will automatically renew unless and until you cancel your Subscription or until we suspend or terminate it pursuant to these Terms.

5.7.    Billing. By providing a Payment Method for your Subscription, you are expressly agreeing that we are authorized to charge you a periodic Subscription fee on a recurring basis corresponding to the term of your Subscription, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of your Subscription to the Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging in on the, clicking on “Account Info” in the drop-down menu under your name and selecting “Update Billing Info.” If you subscribed to Fandor through a Subscription Provider or a Distribution Partner, you will need to update the Payment Method by visiting your account created with such Subscription Provider or Distribution Partner. When you provide a Payment Method to access a Subscription, including in connection with a free trial, our system will attempt to verify the information you entered. We do this by processing an industry-standard authorization hold. We do not charge you in connection with this authorization hold. If your Payment Method reaches its expiration date, your continued use of the Service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.

We automatically bill your Payment Method on the calendar day corresponding to commencement of your Subscription. If your Subscription starts with a free trial, billing will commence upon the expiration of the free trial. If your Subscription began on a day not contained in a given month, we will bill your Payment Method on the last day of such month. The interval of time between each payment due date shall correspond to the term of your Subscription and be referred to herein as a “Billing Period.” You agree that the timing of when you are billed and the amount billed each Billing Period may vary due to, without limitation, promotional offers, gift card redemptions, credits applied, changes in your Subscription, changes in your Payment Method, and changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts.

If we offer you a promotion for your Subscription, the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you describing the particular promotion. After your promotion ends, we will begin billing your Payment Method for your Subscription at the regular price unless you cancel prior to the end of your promotion or unless otherwise disclosed in communications made available to you.

We reserve the right to change the terms of your Subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. If we change the Subscription fee or make other charges for your Subscription, we will give you advance notice of these changes. However, we will not be able to notify you of changes in any applicable taxes.

If you subscribe through a Subscription Provider or a Distribution Partner, the billing will be processed by such Subscription Provider or Distribution Partner, and additional and/or different terms might apply. Any inquiries related to billing and payments through a Subscription Provider or a Distribution Partner should be directed to such Subscription Provider or Distribution Partner directly.

5.8.    Cancellation. You may cancel your Fandor Subscription at any time, and you will continue to have access to the Services through the end of your current Billing Period. To cancel a Subscription created through the Site, please log in to the Site, click on “Account Info” in the drop-down menu under your name and select “I would like to cancel my subscription.” If you obtained your Subscription through a Subscription Provider or a Distribution Partner, you will need to cancel your Subscription directly with such Subscription Provider or Distribution Partner, by visiting your account with the applicable Subscription Provider or Distribution Partner and turning off auto-renew, or unsubscribing from, the Fandor service through such Subscription Provider or Distribution Partner. 5.9.    No Refunds. ALL PAYMENTS ARE NONREFUNDABLE, AND WE WILL NOT PROVIDE ANY REFUNDS, CREDITS, OR PRORATED BILLING FOR ANY PARTIALLY USED PERIODS. Following any cancellation, you will continue to have access to the Services until the end of your current Billing Period. At any time, and for any reason, we may offer a refund, discount, or other consideration to some or all of our subscribers, at our sole and absolute discretion. Please note, however, that making an offer in one instance does not create an obligation to do so in another.  Additionally, we have no obligation and will never provide any refund, discount, or other consideration if you subscribed through a Subscription Provider or a Distribution Partner.  For any Subscription through a Subscription Provider or a Distribution Partner, please review their policy on refunds.

  1. USER CONTENT

6.1.    Content You Post. The Services may include certain review and comment areas, forums, message boards, profile information, and other similar areas (collectively, “Interactive Areas”), in which you or other users may create, post, link, store, or otherwise make available (collectively, “Post”) reviews, comments, questions, data, or other materials (collectively, “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 such User 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 now known or hereinafter created for any purpose, and, if they choose, to use the name you submit in connection with such User 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. By Posting your User Content, you also hereby grant each user of the Services a non-exclusive, limited license to access your User Content, and to use, display, reproduce, distribute, and perform such User Content as permitted through the functionality of the Services and under these Terms.

You agree not to Post any of the following:

  1. User Content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, fraudulent, indecent, profane, hateful, racially or ethnically offensive, or otherwise objectionable material (as determined in Fandor’s sole discretion);
  2. User Content that constitutes, encourages, or provides instructions for a criminal offense, violates the rights of any party, or would otherwise create liability;
  3. User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party or that links to infringing or unauthorized content;
  4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Unsolicited promotions, political campaigning, advertising, or solicitations;
  6. Private information of any third party including, but not limited to, addresses, phone numbers, email addresses, social security numbers, account numbers, or similar information; and
  7. Viruses, corrupted data, or other harmful, disruptive, or destructive files.

6.2.    Content Others Post.  As a provider of interactive services, Fandor is not liable for User Content, including but not limited to mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter by viewing User Content. Fandor does not endorse any User Content, and User Content that is Posted does not reflect the opinions or policies of Fandor. 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. In no event does Fandor assume any responsibility or liability whatsoever for any User Content, and you agree to waive any legal or equitable rights or remedies you may have against Fandor with respect to such User Content. If you encounter inappropriate User Content in our Services, you can notify us by emailing support@fandor.com.

  1. LINKS TO AND FROM THIRD PARTY SITES

7.1.    Hyperlinks and Third Party Content. Fandor may provide third-party content as a part of the Services, including links to other websites, as a convenience and a service to those interested in this information. We make no representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of such information, or any third party sites or services accessible via hyperlink from the Services. 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 Services, you should be aware that these Terms no longer govern your use of other websites. Users who access such third party content or links do so at their own risk. Please be careful to read the terms of use and privacy policy of any other website or destination before you provide any information or engage in any transactions.

7.2.    Third Party Advertising and Services. Fandor may run advertisements and promotions from third parties, or provide information about or links to third party products or services. We take no responsibility for and do not endorse any third party advertisements or any third party material Posted on any Platform where the Services are available, nor do we take any responsibility for the products or services provided by advertisers. Your business dealings with such third party advertisers, 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 Services. If you provide any confidential or personal information or engage in any transaction through an advertisement, Fandor is not responsible for such information or transaction and we encourage you to read the terms of use and privacy policy of the advertiser or other party collecting such information or engaging in such transaction.

  1. MATURE CONTENT

The Services may contain mature content, which may not be appropriate for children. Where possible, the Content is rated according to guidelines established by the Motion Picture Association of America or television ratings/content advisories. However, some Content may not be rated and/or may contain violence, sexual content and mature themes. Such Content is intended for those persons over the age of 18, or those persons who have received consent from a parent or guardian.

  1. TRADEMARKS

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, reproduced, imitated or otherwise used, in whole or in part, including in metatags or hidden text, without the prior written authorization from Fandor or the applicable trademark owner.

  1. COPYRIGHT

10.1.    Copyright Protection. The Service and all Content incorporated in the Service is protected by copyright, trade secret or other intellectual property laws. You may not download, copy, exhibit, broadcast, distribute, or otherwise use any Content without a prior written authorization from Fandor.

10.2.    Copyright Notices. If you believe that any Content, User Content, or other material provided through the Services, infringes your copyright, you may send a notice of such infringement to our Designated Agent at the following address:

Our Film Festival, Inc. dba Fandor
522 Washington Street 
San Francisco, CA 94111 
Fax: 415-757-6970

Attn: General Counsel

You may also send a notice via email to legal@fandor.com.

To be effective, the notification must be in writing and contain the following information:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the infringing material and information reasonably sufficient to permit Fandor to locate the material on the Services (e.g., a link to the infringing post);
  4. Your contact information, including your address, telephone number and an email address;
  5. A statement that you have a good-faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent or the law; and
  6. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We will process each notice of alleged infringement that we receive and take appropriate action in accordance with applicable intellectual property laws.

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy to terminate, in appropriate circumstances, users 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 whether the repeat infringement occurs.

  1. DISCLAIMER, LIMITATION OF LIABILITY, INDEMNITY

11.1.    Disclaimer. UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, THE SERVICES, INCLUDING THE SITE, THE CONTENT, THE VIDEO PLAYER, THE INTERACTIVE AREAS, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY PLATFORM, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. Without limiting the foregoing, Fandor expressly disclaims any warranty of merchantability or fitness for a particular purpose; or that the Services will be uninterrupted, free of viruses or other harmful components; and makes no representation or warranty with respect to availability, reliability, security, accurateness, or reliability of the Services.

11.2.    Limitation of Liability. IN NO EVENT SHALL FANDOR OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “FANDOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES, INCLIDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, THE USER CONTENT, AND THE VIDEO PLAYER (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY PLATFORM), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE FANDOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE SERVICES OR $50 (WHICHEVER IS LESS).

11.3.    Indemnity. You agree, at your sole expense, to defend, indemnify and hold harmless the Fandor Parties 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 related to: (i) your use of the Services, including your use of the Content and the Interactive Areas; or (ii) your breach or alleged breach of these Terms. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

  1. ARBITRATION OF CLAIMS 

12.1.    Informal Resolution. We truly believe that our excellent customer service team will be able to resolve most issues you may have using the Services. You can find frequently asked questions by going to the Help section of the Site, or you may contact our customer service team by emailing us at support@fandor.com, or calling us at 415-368-0330. We will do our best to resolve the dispute in good faith.

12.2.  Arbitration / Small Claims. If our customer support team is not able to solve your problem, we both agree that we will resolve any claims arising from or relating to these Terms (including formation, performance, or breach of them), our relationship with each other, or your use of the Services by final and binding arbitration through the American Arbitration Association under the Commercial Arbitration Rules and Consumer Arbitration Rules. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Fandor are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Fandor Subscription. As the exceptions to this arbitration agreement, (i) you may pursue your claim in a small claims court, provided that (a) the claim is within that court’s jurisdiction, and (b) you proceed only on an individual basis, and (ii) either of us may file a lawsuit in court solely for injunctive relief against the other to stop misuse of Fandor or intellectual property infringement without first going through arbitration.

12.3.    Notice. If you choose to seek arbitration or file a small claim court action, you must first send to Fandor, by certified mail, a written notice of your claim (the “Notice”). The Notice must be addressed to: Our Film Festival, Inc. dba Fandor, 522 Washington Street, San Francisco, CA 94111, Attn: General Counsel. If we initiate arbitration, we will send a written Notice to the email address used for your Subscription account. A Notice, whether sent by you or by Fandor, must (i) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If Fandor and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Fandor may commence an arbitration proceeding or file a claim in a small claims court. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org.

12.4.    Waiver. To help resolve any issues between us promptly and directly, you and Fandor agree to begin any arbitration within one year after a claim arises; otherwise, the claim is waived. You also agree to resolve any dispute you have with us on an individual basis in arbitration, and not as a class arbitration, class action or consolidated proceeding of any kind.

12.5.    Seat of Arbitration. The arbitration will take place in the United States county where you live or work, San Francisco, California, or another location we both agree upon.

  1. GOVERNING LAW AND JURISDICTION

These Terms shall be governed and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. For claims that are not subject to arbitration, we each agree that any such claims shall be litigated exclusively in a state court located in County of San Francisco, California or in the United States District Court for the Northern District of California, and you consent to personal jurisdiction in those courts.

  1. GENERAL PROVISIONS

14.1.    No Waiver. Enforcement of these Terms is solely at Fandor’s discretion. Our failure to enforce the Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances.

14.2.    Severability. If any provision or provisions of these Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

14.3.    Consent to Electronic Communications. From time to time, we may communicate with you about the Services and these Terms electronically (e.g., emails to your registered email address, notices on the Site and other Platforms). You consent to receive electronic communications from us and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. We recommend that you keep a copy of any electronic communications we send to you for your records.

14.4.    Contact. If you have any questions about these Terms, please contact us at legal@fandor.com or contact us by mail addressed to:

Our Film Festival, Inc.
522 Washington Street
San Francisco CA 94111
Attn: Legal Department.