BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, Film Skillet grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. THE WEBSITE AND SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of Film Skillet. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of Film Skillet or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
USER INFORMATION; PASSWORD PROTECTION
You will also be asked to provide a user name and password in connection with Your use of certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other member at any time. You agree to notify Film Skillet immediately of any unauthorized use of Your account, user name, or password. Film Skillet shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Film Skillet, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password.
RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, or other information made available on or by means of the Website and Services by third-parties are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. FILM SKILLET DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL FILM SKILLET BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
YOUR INTERACTIONS WITH OTHER MEMBERS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER FILM SKILLET MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT FILM SKILLET HAS NOT, AND DOES NOT, IN ANY WAY: (A) SCREEN ITS MEMBERS; (B) INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS; OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. FILM SKILLET DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS. IN NO EVENT SHALL FILM SKILLET BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY MEMBER’S CONDUCT IN CONNECTION WITH SUCH MEMBER’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN MEMBERS.
PUBLIC PROFILES; INFORMATION PROVIDED BY MEMBERS
As part of registration with the Website, members must create public profiles, which contain certain indentifying information (such as name, age, relationship status, etc.). In addition, members have the option to post photographs, videos and other information (such as specialties, achievements, and current film projects) on their public profiles. Film Skillet relies on its members to provide current and accurate information, and Film Skillet does not, and cannot, investigate information contained in member public profiles. Accordingly, Film Skillet must assume that information contained in each member public profile is current and accurate. FILM SKILLET DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF PUBLIC PROFILE INFORMATION, AND HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY MEMBERS BY MEANS OF PUBLIC PROFILES OR OTHERWISE IN CONNECTION WITH THE SERVICES.
Film Skillet reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between Website members. You agree to hold Film Skillet harmless in connection with any dispute or claim You make against any other member.
CONSENT TO RECEIVE EMAIL FROM FILM SKILLET
By registering with the Website, You thereby consent to receive periodic email communications from Film Skillet regarding the Services, new product offers, promotions and other matters. As part of registration, You may also elect to receive periodic Film Skillet newsletters. You may opt-out of receiving newsletters at any time by (a) following the unsubscribe instructions contained in each newsletter; or (b) changing the email preferences in your account.
CONSENT TO RECEIVE EMAIL COMMUNICATIONS FROM MEMBERS
By registering with the Website, Your thereby consent to receive electronic communications, including email and personal messages, from other Website members.
The Website may be linked with the websites of third parties (“Third-Party Websites”). Film Skillet does not have control over the content and performance of Third-Party Websites. FILM SKILLET HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, FILM SKILLET DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. FILM SKILLET DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
"User Content" is any content, materials or information, not including personally identifiable information (e.g., first and last name, address, phone number, email address, etc.), that You submit to (whether offline or online), or transmit, display, perform or distribute by means of, the Website and Services. Film Skillet does not claim ownership of any User Content. You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your User Content. BY SUBMITTING USER CONTENT TO THE WEBSITE, YOU THEREBY GRANT FILM SKILLET AND ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "FILM SKILLET PARTIES") A NON-EXCLUSIVE, FULLY PAID-UP (WITH THE SINGLE EXCEPTION OF ROYALTIES ONLY FOR COMPILATION PARTICIPANTS AS SET FORTH IN SECTION 15), WORLDWIDE, REVOCABLE (AS SET FORTH IN SECTION 26 OF THIS AGREEMENT), ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, INCLUDING WITHOUT LIMITATION A COMPILATION OF SELECT FILM SKILLET SUBMISSIONS, AS SET FORTH IN SECTION 15, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE FILM SKILLET PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE FILM SKILLET PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. IF AND ONLY IF YOUR CONTENT IS SELECTED BY FILM SKILLET FOR PARTICIPATION IN THE COMPILATION PROGRAM, YOU WILL BE COMPENSATED IN ACCORD WITH SECTION 15. Subject to Section 25 of this Agreement, You may terminate this Agreement at any time. Any termination of this Agreement shall automatically terminate all rights and licenses granted to Film Skillet under this section. Upon termination, Film Skillet shall delete from Film Skillet's systems all of Your User Content.
You hereby represent and warrant that You: (a) own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the Film Skillet Parties under this section; and (b) You have written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name and likeness of each and every such identifiable person to enable inclusion and use of the User Content in the manner contemplated by this Agreement. You further represent and warrant that all User Content fully complies with Film Skillet's [Community Guidelines], which is incorporated herein by reference and made part of this Agreement.
USERS SELECTED FOR FILM SKILLET’S COMPILATION PROGRAM
(a) Limited Applicability of this Section
This section pertains only to the subset of Film Skillet users selected to participate in Film Skillet’s compilation program, as indicated by receipt of an email clearly indicating participation in the program. Email will be sent to each participant’s email addresses, as provided to Film Skillet during registration, or updated thereafter. This section does not alter the obligations or rights of any users who are not selected by Film Skillet for participation in the compilation program.
(b) License Specific to Compilation
You hereby grant Film Skillet a non-exclusive license to reproduce (i.e., copy), edit (i.e., modify and/or improve), publish, distribute, and publicly display your content and/or derivative works of Your submitted content, disseminated publicly for sale as part of an official compilation of Film Skillet user content, and in accord with all rights and obligations detailed in this agreement, with full consideration provided in royalties, outlined immediately below in subsection (b), and subject to all terms in this agreement.
(c) Royalties and Payment Processing Specific to Compilation
Subject to all terms in this agreement, Film Skillet shall pay You only royalties and no licensing fees in exchange for the license outlined immediately above in subsection (a). Royalties shall be payable to You monthly in arrears within 60 days after the end of each calendar month.
Film Skillet determines Your royalty payments as a set percentage of Adjusted Gross Sales Revenue, less Film Skillet’s percentage and less the set percentages allotted to other users whose content is included in the compilation. “Adjusted Gross Sales Revenue” means all revenues actually received by Film Skillet from the sale of the compilation; less items related to the manufacture and sale of the compilation, including without limitation: discounts; packing, shipping, transportation, and insurance costs; taxes, tariffs, and duties; refunds, returns, or offsets, and sales commissions.
Royalty payment shall be made to You through PayPal on a regular basis, less any returns or charge backs. ALL ROYALTY PAYMENTS TO YOU ARE CONTINGENT UPON PAYMENT FROM PURCHASERS OF THE COMPILATION. IN THE EVENT FILM SKILLET DOES NOT RECEIVE PAYMENT, OR RECEIVES PARTIAL PAYMENT, FILM SKILLET SHALL HAVE NO PAYMENT OBLIGATION TO YOU. ALL ROYALTY PAYMENTS ARE FINAL AND NOT SUBJECT TO APPEAL.
(d) Intellectual Property Enforcement Specific to Compilation
Film Skillet shall use its best efforts to prevent intellectual property theft of the compilation. You agree to cooperate fully and in good faith with Film Skillet for the purpose of securing and preserving Film Skillet’s non-exclusive rights in your work. In the case of intellectual property theft of Film Skillet’s compilation, and compilation includes Your user content, Film Skillet may enforce its right and license in your work in its own name and right or in Your name, as the licensor, and You shall, at Film Skillet’s request, fully and timely cooperate with Licensor in any such enforcement, including the filing and prosecution of legal action.
(e) Indemnifications, Representations, and Warranties Specific to Compilation
Subject to all terms in this agreement, You shall additionally indemnify and defend Film Skillet and its officers, directors, shareholders, agents, and employees, and hold Film Skillet and Film Skillet’s agents harmless from and against any and claims, judgment, liability, damages, penalties, losses costs, damage, and expenses (including reasonable attorneys’ fees) incurred by reason or, or arising out of Film Skillet’s publication and/or sale of Film Skillet’s compilation containing content you submitted to Film Skillet whose rights you do not own, either at the time you provide the content, or any time thereafter. In the event that an action is filed in a court of competent jurisdiction alleging that content submitted by You and included in Film Skillet’s compilation infringes any copyright, trade secret, or similar proprietary right of any third party, You shall indemnify, defend, and hold Film Skillet harmless from and against such action and any and all costs, damages, penalties, and expenses, including reasonable attorney’s fees.
“Public Forum” is any area, site or feature offered as part of the Website (including without limitation public profiles, discussion forums, message boards, blogs and chat rooms) that enables You (a) to upload, submit, post, display, perform, distribute and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other Website members or other Website visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum may be viewed by other Website members, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same. FILM SKILLET DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR PUBLIC FORUMS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.
YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that You may be held legally responsible for damages suffered by other Website members or third-parties as the result of Your remarks, information, feedback or other content posted or made available on the Website that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, Film Skillet is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Website by third-parties.
The “Classifieds” is any area, site or feature offered as part of the Website that enables You (a) to post “Classifieds Content” in the form of advertisements or offers to purchase, sell, lease, or rent any good, service, or employment-related listing, including without limitation casting calls, equipment sales or rentals, job listings, or wanted ads, and/or (b) to review and/or respond in any manner to Classified Content or the third-party author or poster of such Classified Content. In addition to the express terms of this section, all other terms in this Agreement apply equally to Your use of the Classifieds and Classified Content.
You understand and agree that the Classifieds is a venue for You and other users and third-parties to offer, sell, buy, and lease certain goods and services, and that Film Skillet is not directly involved in such transactions. FILM SKILLET DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY CLASSIFIED CONTENT OR THE PERSONS AND ENTITIES WHO SUBMIT IT. You acknowledge that Film Skillet does not review or pre-screen Classified Content or the users who submit it. As such, Film Skillet has no control over the quality, safety, morality, or legality of the Classified Content or any of the goods or services listed therein, the truth or accuracy of the Classified Content, or the ability of other users or third-parties to sell, buy, or lease any of the goods or services listed. Film Skillet cannot ensure that a buyer or seller will actually complete a Classifieds transaction. Film Skillet is not involved in any financial transaction related to or arising out of the Classifieds, the payments exchanged, or their processing, and You agree to bear all risk in connection with such transactions.
You agree that You are solely responsible for any Classifieds Content that You post or transmit, and that You will only post or transmit Classifieds Content in accordance with the provisions of Section 14, “User Content,” and this Agreement. You further acknowledge and agree that You are solely responsible for Your interaction with any person or entity through the Classifieds and/or reliance on any Classifieds Content. You agree to exercise caution and undertake any necessary and prudent investigation, inquiry, research, or due diligence with the respect to the Classifieds and Classifieds Content before proceeding with any transaction, communication, or meeting with an individual or entity. You agree that Film Skillet is not responsible for any harm, damage, or loss incurred as a result of any such interactions.
Film Skillet is under no obligation, and will not, become involved in disputes between users of the Classifieds, or between users of the Classifieds and any third party. In the event of such a dispute, YOU HEREBY RELEASE FILM SKILLET, ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DAMAGES, AND DEMANDS OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES OR USE OF THE CLASSIFIEDS
You represent and warrant that You shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that, without limitation: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from others or exploit others in a sexual or violent manner; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other Film Skillet agreement or policy, including, without limitation, Film Skillet’s [Community Guidelines]; or (i) is generally offensive or in bad taste, as determined by Film Skillet (collectively, “Objectionable Content”). FILM SKILLET DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, Film Skillet reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. Film Skillet, in its sole discretion, may delete any Objectionable Content from its servers. Film Skillet intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
Film Skillet imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that You will not, without limitation: (a) violate or attempt to violate any security features of the Website or Services; (b) copy or otherwise duplicate, directly or indirectly, any portion of the Website, including without limitation, all designs, information, photographs, images, drawings, videos, music, text, typefaces, graphics, products, code, and other files, and the selection, arrangement and organization thereof (collectively, “Film Skillet Content”); (c) use any software that enables copying or duplication of Film Skillet Content for later off-line viewing; (d) distribute, display, modify, transmit, resell, reuse, or repost Film Skillet Content (not including Your User Content) in any electronic form, including any online service, the Internet or any other telecommunications medium which now exists or shall exist in the future, for any purpose, without the prior written permission of Film Skillet; (e) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (f) provide false, misleading or inaccurate information to Film Skillet or any other member; (g) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (h) harvest or otherwise collect information about Film Skillet users, including email addresses and phone numbers; (i) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (j) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (k) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (l) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (m) use the Website or Services to send unsolicited e-mail, including without limitation, email promotions or advertisements for products or services; (n) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (o) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Film Skillet Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to submit, upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
FILM SKILLET, FILM SKILLET.COM and the “Film Skillet logo” (collectively, the “Film Skillet Marks”) are trademarks or registered trademarks of Film Skillet, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Film Skillet Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Film Skillet Marks generated as a result of Your use of the Website and Services will inure to the benefit of Film Skillet, Inc., and You agree to assign, and hereby do assign, all such goodwill to Film Skillet, Inc.. You shall not at any time, nor shall You assist others to, challenge Film Skillet, Inc.’s right, title, or interest in or to, or the validity of, the Film Skillet Marks.
As Film Skillet asks others to respect Film Skillet’s intellectual property rights, Film Skillet respects the intellectual property rights of others. If you believe content located on or linked to by the Website violates Your copyright, you are encouraged to notify Film Skillet in accordance with Film Skillet’s [Copyright Policy]. Film Skillet will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material. Film Skillet has adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of Film Skillet or of a third party, or otherwise violated any intellectual property laws or regulations.
DISCLAIMERS; LIMITATION OF LIABILITY
FILM SKILLET HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILM SKILLET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FILM SKILLET DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD FILM SKILLET OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
LIMITATION OF LIABILITY
THE LIABILITY OF FILM SKILLET IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FILM SKILLET BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO FILM SKILLET ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF FILM SKILLET TO YOU UNDER ALL CIRCUMSTANCES WILL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FILM SKILLET AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND FILM SKILLET. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE... NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Film Skillet policies, and with any applicable laws or regulations.
INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless Film Skillet and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and attorneys’ fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to Film Skillet or any of the Indemnified Parties of content, information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Santa Barbara, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and Film Skillet arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of the American Arbitration Association (AAA) in Santa Barbara, California (unless You and Film Skillet mutually agree to a different arbitrator) who shall render an award in accordance with the substantive laws of California. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the AAA fee and reasonable attorneys’ fees) to the prevailing party.
Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or Film Skillet from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Film Skillet from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN AND AROUND SANTA BARBARA, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Film Skillet. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections 1, 4, 6-10, and 13-26 will survive any termination of this Agreement.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Film Skillet shall delete from Film Skillet’s systems all of Your User Content, Personal Information and any other files or information that You made available to Film Skillet or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Film Skillet reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
If Film Skillet, in Film Skillet’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Film Skillet will be entitled to recover from You as part of such legal action, and You agree to pay, Film Skillet’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Film Skillet Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. Film Skillet shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Film Skillet. You agree that any notice received from Film Skillet electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH FILM SKILLET IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY FILM SKILLET OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Film Skillet by means of: (1) U.S. mail, postage prepaid, to 27 West Anapamu #296 Santa Barbara, Ca 93101 USA; or (2) email to: email@example.com. Notice to Film Skillet shall be effective upon receipt of notice by Film Skillet.
This Agreement constitutes the entire agreement between Film Skillet and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Film Skillet or by the unilateral amendment of this Agreement by Film Skillet and by the posting by Film Skillet of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Film Skillet. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Film Skillet are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Film Skillet Parties and the Indemnified Parties as and to the extent set forth in Sections 14, 18, 22, 24(c) and 20 there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to Film Skillet and Film Skillet’ licensors and suppliers, and would therefore entitle Film Skillet or Film Skillet’ licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.