Terms of Service
(Last Revised June 2, 2014)
1. Acceptance of terms
BY CHECKING THE “I AGREE” BOX, OR BY CONTINUING TO USE THE SERVICES (AS DEFINED IN SECTION 2 BELOW) FOLLOWING OUR POSTING OF REVISED TOS ON THE WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS TOS; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE FITNESS OF USING THE SERVICES DESCRIBED IN THE TOS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS TOS; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS TOS. IN ADDITION, IF THIS TOS IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS TOS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS TOS.
If you wish to submit your information and content, including your film, manuscript, or other work created by you (collectively the “Work”), or you are authorized to submit such work on behalf of a third party, to event(s) owned, branded, operated, or sponsored by certain film festivals and competitions listed in the Website (such events are the “Competition”), we grant you the right, pursuant to this TOS, to access the Website to use the provided information therein to help you research certain Competitions and upload and submit your Work to certain Competitions, as applicable (such use cases are the “Submitter Services”). You agree to use the Submitter Services solely for the purpose of promoting and distributing your Work to Competitions or as otherwise expressly authorized by us. You assume sole, full responsibility and liability for any Work you submit to the Website and Competitions.
If you are an authorized employee or representative of a Competition, we grant you the right, pursuant to the TOS and the Festival Participation Agreement, to access the Website to use the Festival Services (as defined in the Festival Participation Agreement). You agree to use the Festival Services solely for the express purposes described in the Festival Participation Agreement.
For the purposes of this TOS, Submitter Services and Festival Services are collectively the “Services.”
Our Services provide you with information about third parties, including films, manuscripts, Competitions, and other associated materials ("Third Party Content"). We do not validate the accuracy or timeliness of the Third Party Content. Accordingly, we do not warrant the accuracy or validity of the Third Party Content. You must evaluate and bear all risks associated with your use of any Third Party Content, including any reliance on its accuracy, completeness, or usefulness. We reserve the right, in our sole discretion, to delete or remove any Third Party Content from the Website if we deem such content to be offensive, inappropriate, inaccurate or inconsistent with our business. You may contact Support if you wish to notify us that any Third Party Content displayed on the Website is inaccurate, offensive or inappropriate.
3. Your registration obligations
You agree to provide accurate, current and complete information about yourself and your Work (as applicable) or your Competition (as applicable) as prompted by us via our Services’ registration process and you will maintain and promptly update this information to keep it accurate, current and complete. If you provide information about yourself, the Competition, or your Work that is inaccurate, not current, or incomplete (or we have reasonable grounds to suspect that such information is inaccurate, not current or incomplete), we may suspend or terminate your account and deny you further access to the Website or Services.
4. Withoutabox supplemental policies
5. Member account access
You will create a password and receive an account designation upon completing our registration process for the Services. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur using your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and you will exit from your account at the end of each session so that a subsequent user on your computer will not have access to your account. We will not be liable for any loss or damage arising from your failure to comply with these requirements.
6. Dealings with Advertisers
We may provide links via the Website or Services to other websites, resources, or advertisements for third party products or services (“Advertised Product/Service”). We rely on the third party provider of Advertised Product/Service to ensure such products and/or services are appropriate for our members. We disclaim any and all responsibility and liability for the Advertised Product/Service and we do not endorse or recommend such products or services. If you choose to purchase the Advertised Product/Service, you assume all risk and liability for such purchase, and you will not hold us responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
7. Special admonitions for international use
You may be able to access the Services outside the United States. You agree to comply with all local, national or international laws regarding online conduct and acceptable Work. You also agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or to or from the country in which you reside.
You agree to defend, indemnify and hold us harmless (including our employees, officers, directors, affiliates, representatives, and contractors) from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys’ fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a “Claim”) to the extent such Claim is based on (a) any actual or alleged breach of any term of this TOS or supplemental terms to the TOS by you, (b) the violation of any third-party Intellectual Property by any data, information, or materials relating to the Competition or Work provided by you, (c) any negligent act or omission, willful misconduct by you, or (d) any personal or bodily injury (including death) or damage to property caused by you.
In connection with any Claim described in this Section 8, we will: (a) give you prompt written notice of the Claim (provided that any delay in notification will not relieve you of your obligations hereunder except to the extent that the delay impairs your ability to defend); (b) cooperate reasonably with you (at your expense) in connection with the defense and settlement of the Claim; and (c) permit you to control the defense and settlement of the Claim, provided that you may not settle the Claim without our prior written consent (which will not be unreasonably withheld or delayed), and provided further that the we (at our cost) may participate in the defense and settlement of the Claim with counsel of our own choosing. Your duty to indemnify under this Section 8 will be independent from your other obligations under this TOS.
9. General practices regarding use of the Services
You acknowledge that we may change at any time any guidelines, policies, or rules regarding your use of the Services, including the maximum number of days that your Work is available on the Website.
10. Termination or modification
We reserve the right at any time to refuse to provide, modify or discontinue, temporarily or permanently, our Services (or any part thereof) to you with or without notice. We may terminate or limit your access to our Services and remove and discard any information or Work you provide to us at any time for any reason or without a reason. You agree that you will not hold us liable or any third party for any termination, modification, suspension, or unavailability of our Services. Upon any termination or expiration of this TOS, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 4, 8, 10, 11, 12, 14 and 15 of this TOS will survive the termination or expiration of this Agreement. No termination or expiration of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination or expiration.
11. Proprietary rights, Use Rights and Limitations, Representations and Warranties,
Nothing in this TOS provides you any rights or ownership in our or any third parties' copyrights, trademarks, patents or trade secrets ("Intellectual Property"). Similarly, we do not acquire any right or ownership in your Intellectual Property when you use our Services. You represent and warrant that you have all the necessary rights, title, interest, or permission and authority from third parties (e.g., writers, directors, actors, producers, Competition organizers, or any copyright/trademark holders) to submit any information or materials to us via the Services regarding a Competition, your Work, or your registration to a Competition.
You grant us a nonexclusive, royalty-free, worldwide, perpetual, and irrevocable right to copy, transmit, modify, adapt, publish, translate, create derivative works from, distribute, and display any information, data, Work, or any other information associated with your Work (collectively the “Submitted Materials”) you submit to us via the Services in any media or format. Your use of the Services does not grant us ownership of your Work. As between you and us, you retain ownership of your Work.
The Services and the Third Party Content used in connection with the Services ("Software"), the name, ”Withoutabox," the names of our advertisers, and the information provided by any third parties in connection with the Advertised Product/Service are proprietary or contain proprietary information that is protected by applicable intellectual property and other laws. Except as expressly authorized by us (or if applicable the third party providers of the Advertised Product/Service if the material or name belongs to them), you agree not to copy, redistribute, sell, modify, create derivative works from, decompile, or exploit for any commercial purpose, the Services, the Third Party Content, the Software or any trademarks, except as specifically provided for in this TOS. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services.
If you have received written permission from us, we grant you the nonexclusive right to translate all or any portion of the Website into non-English languages for the sole purpose of providing such translation or translations ("Translation") to us. You grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, copy, reproduce, transmit, modify, adapt, publish, create derivative works from, distribute, and display such Translation in any media or format. You represent and warrant that the Translation is your work and that the Translation is reasonably accurate.
12. Disclaimer of warranties and limitations of liability.
- YOUR USE OF THE WEBSITE OR SERVICES IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICES IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, WITH REGARD TO ANY INFORMATION, DATA, CONTENT, PRODUCTS, SERVICES OR OTHER ITEMS PROVIDED OR MADE AVAILABLE HEREUNDER.
- IF YOU (A) DOWNLOAD OR OTHERWISE OBTAIN ANY WORK OR INFORMATION OR DATA ABOUT THE COMPETITIONS, OR (B) SUBMIT ANY WORK TO COMPETITIONS, THROUGH YOUR USE OF THE WEBSITE OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, OR ANY OTHER ADVERSE CONSEQUENCE THAT RESULTS FROM SUCH ACTIONS.
- WE ARE NOT LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY EITHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE OR SUBMITTER SERVICES; (ii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR SUBMITTER SERVICES; OR (iii) ANY OTHER MATTER RELATING TO THE WEBSITE OR SUBMITTER SERVICES.
- IN CONNECTION WITH YOUR USE OF THE FESTIVAL SERVICES, YOU AGREE TO THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THE FESTIVAL PARTICIPATION AGREEMENT SEPARATELY AGREED UPON BY YOU AND US.
We may provide you with notice regarding the Website or Services via either email or regular mail. Accordingly, you agree to provide us with a current physical address and an email address and agree to update such information current within your use of the Website or Services. You agree that notice via email is adequate for any purpose under this TOS.
Any dispute or claim relating in any way to your use of the Website or Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
- To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
- You and Withoutabox each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and Withoutabox each waive any right to a jury trial. You and Withoutabox also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
15. Miscellaneous; Governing Law
Unless otherwise agreed to in writing by you and Withoutabox, this TOS (and any supplemental terms to the TOS that you separately agree to enter with us) constitute the entire agreement between you and us regarding the Website and the Services, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions agreed upon in writing between you and Withoutabox that may apply when you use the Third Party Content or third party Software. The TOS and the relationship between you and Withoutabox shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and Withoutabox agree to submit to the personal and exclusive jurisdiction of the courts located within the county of King County, Washington. Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect. Whenever used in the TOS or any supplemental terms to the TOS, unless otherwise specified, the terms “includes,” “including,” “e.g.,” “for example”, “such as”, and other similar terms are deemed to include the term “without limitation” immediately thereafter.
16. Violations of the TOS
Please report any third party violations of the TOS to Withoutabox Support.