Terms of Service

The following terms and conditions govern all use of the Filmiland website and all content, services, features, activities, and products available at or through the website, including, but not limited to, Filmiland Advanced Consulting, Filmiland Events, mobile sites, and applications (collectively, the “Services”). The Services are owned and operated by Filmiland, LLC. (“Filmiland”, “us” or “we”). We ask you to review these terms and conditions, which, together with Filmiland Digital’s Privacy Policy and Copyright or Intellectual Property Infringement Notification Policy, which policies are incorporated by reference herein in their entirety, constitute a legally binding agreement between you and Filmiland Digital that conditions your use of the Services (this “Agreement”). By using or accessing the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use the Services. The Services are available only to individuals who are at least 13 years old.

 

Content on the Services

1.1. In General. Any opinions expressed by the contributors, authors, and moderators who post content to Filmiland Digital are the personal opinions of the authors, not of Filmiland, whether or not the authors are employees or contractors of Filmiland The Content (as defined below) is provided for informational and entertainment purposes only and is not meant to be an endorsement or representation by Filmiland or any other party.

1.2. Ownership. The Content (as defined below) on the Services is intended for your personal, noncommercial use only. Commercial use of any of the Content or Services is strictly prohibited. The Services and all materials published and/or distributed on or through the Services (including, but not limited to news articles, photographs, images, illustrations, audio clips, and video clips) (collectively, the “Content”) are protected by copyright according to the U.S. and international copyright laws and are owned or controlled by Filmiland or the party credited as the provider of the Content. Except as set forth in Sections 1.3 and 5.4 of this Agreement, you may not modify, publish, transmit, adapt, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content in whole or in part, without the express wrote consent of Filmiland or the copyright owner identified in the copyright notice in the Content. You agree not to change or delete any proprietary notices that appear in the Content. You may not use any Filmiland logo or proprietary graphic or trademark without Filmiland’s express written permission. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Services. As between the parties, title, ownership rights, and intellectual property rights in the Content and Services, and any copies or portions thereof, shall remain in Filmiland and/or its content providers or licensors. Filmiland reserves any rights not expressly granted in this Agreement.

 

1.3. Limited License. Subject to your strict compliance with this Agreement, Filmiland grants you a limited, revocable, non-transferable, non-assignable, and non-exclusive license to access, download (temporary storage only), display, view, use, play, and/or print the Content (excluding, for purposes of this Section 1.3, Content accessed through Filmiland Advanced Consulting and further excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or another wireless device, or another Internet-enabled device, for your personal noncommercial use only, subject to the restrictions set forth in this Agreement. The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Content, and (B) may be immediately suspended or terminated for any reason, in Filmiland’s sole discretion, and without advance notice or liability.

 

User-Generated Content

2.1. Prohibited Actions. You are solely responsible for your communications on and your use of the Services. You agree not to do any of the following: (A) post or transmit any libelous, defamatory, indecent, obscene, fraudulent, deceptive, abusive or pornographic message, data, image, content or program; (B) post or transmit any message, data, image, content or program that would violate any property rights of others; (C) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (D) upload or download files that contain software, marks, logos, data, images, content or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law, unless you own or control the rights to such files or material or have received all necessary consents; (E) upload files that contain a virus or corrupted data; (F) falsify the source or origin of software or other material contained in a file that you upload to the Services; (G) falsely purport to be an employee or agent of Filmiland; (H) act, in your use of the Services, in a manner that is contrary to applicable law or regulation; or (I) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content.

2.2. Filmiland’s Exclusive Right to Manage the User Submissions. You acknowledge that any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you post, upload, or submit to the Services, including but not limited to comments, forum messages, reviews, text, video, audio, photographs, computer code and applications (each, a “User Submission”) may be edited, removed, deleted, modified, published, transmitted, and displayed by Filmiland in its sole discretion and without your permission, and you waive any rights you may have (including any moral rights) in preventing the material from being altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any User Submissions from the Services at any time, for any reason, or for no reason at all. Filmiland reserves the right to treat User Submissions as content stored at the direction of users for which Filmiland will not exercise control except to block or remove content that comes to Filmiland’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Filmiland, or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to Filmiland’s attention. However, Filmiland shall not be responsible for controlling or editing any Content, and Filmiland has no contractual obligation to remove inappropriate or unlawful Content. Under no circumstances will we be held liable for removing, disabling, or restricting access to or the availability of Content.

 

2.3. License to Filmiland of Your User Submissions. You hereby grant to Filmiland, and you agree to grant to Filmiland, a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, unconditional, unlimited, worldwide and cost-free license to use, copy, record, disclose, sell, re-sell, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, broadcast, publicly perform, display or otherwise exploit in any manner whatsoever, all or any portion of your User Submissions (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses and to advertise, market and promote the same. In order to further effect the rights and license that you grant to Filmiland to your User Submissions, you also hereby grant to Filmiland and agree to grant to Filmiland, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, image, photograph, and likeness that you provide in connection with any User Submission, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Submissions, even if your User Submissions are altered or changed in a manner not agreeable to you. You agree that you shall have no recourse against Filmiland for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions. You further acknowledge and agree that no compensation will be paid with respect to the use of your User Submissions or any of the rights granted in this Section 2.3.

 

2.4. Representations and Warranties Related to Your User Submissions. Each time you submit a User Submission, you represent and warrant that, as to that User Submission, (A) you are the sole author and owner of the intellectual property and other rights to the User Submission, or you have a lawful right to submit the User Submission and grant Filmiland the rights to it that you are granting by this Agreement, all without any Filmiland obligation to obtain the consent of any third party and without creating any obligation or liability of Filmiland; (B) the User Submission is accurate; (C) the User Submission does not and, as to Filmiland’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or another right of any third party; (D) the User Submission will not violate this Agreement, or cause injury or harm to any person; and (E) the User Submission complies with all applicable laws and regulations.

 

2.5. Responsibility of Users. You are entirely responsible for the content of, and any harm resulting from, your User Submissions. Filmiland does not assume any responsibility or liability for any User Submissions posted on the Services or any website linked to the Services and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the User Submissions.

 

2.6. Non-Confidentiality of Your User Submissions. The Services are available to the public, and your User Submissions, along with information concerning your identity that you provide to Filmiland (including your name, image, employer, and location), may be publicly available. Do not post information you consider confidential to the Services. In addition, you agree that Filmiland may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action or a legal request arising from any User Submission made by you.

 

2.7. Unsolicited Email, Spamming & Spoofing. You may not use the Services to transmit unsolicited email. You may not send unsolicited emails to the Services or to anyone whose email address includes a domain name used on the Services. You may not use any domain name on our Services as a pseudonymous return email address for any communications, which you transmit from another location or through another service. You may not pretend to be someone else – or spoof their identity – when using the Services.

 

Links to Third-Party Websites

The Services may contain links to third-party websites (“Third Party Websites”). Access to Third Party Websites is at your own risk, and Filmiland is not responsible for the accuracy, availability, or reliability of any information, goods, data, opinions, advice, or statements made available on Third-Party Websites. These links may also lead to Third Party Websites containing information that some people may find inappropriate or offensive. The Third-Party Websites are not under the control of Filmiland and, as such, Filmiland is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. The inclusion of any links to Third Party Websites on Filmiland does not imply an endorsement or recommendation by Filmiland. Filmiland is not responsible for any form of transmission received from any link, nor is Filmiland responsible if any of these links are not working appropriately. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with Third-Party Websites, and these Third-Party Websites are not governed by this Agreement.

Terms Applicable to Users of Filmiland Advanced Consulting

5 .1. In General. Filmiland offers the opportunity to sign up to obtain enhanced content and features through Filmiland Advanced Consulting. By using or accessing any products, content, features, services, or events offered through Filmiland Advanced Consulting, you agree to be bound by the terms and conditions of this Section 5, which are specific to the use of Filmiland Advanced Consulting and shall not apply to the use of any of the Services other than Filmiland Advanced Consulting.

5.2. Filmiland Account. In order to access certain features of Filmiland, you will be required to create an online account (the “Premium Account”). You agree to (A) take reasonable measures to maintain the security of your user identification, password, and other information relating to your Premium Account; (B) refrain from sharing your Premium Account password or from allowing access to your Premium Account by any third party; (C) be solely responsible for the security, confidentiality, legality, and integrity of all messages and content that you receive, transmit or store using Filmiland and the Premium Account; (D) be responsible for all charges resulting from use of your Premium Account, including unauthorized use prior to your notifying Filmiland in writing of such use and taking steps to prevent its further occurrence, including by changing your password; (E) comply with the terms and conditions set forth herein; and (F) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of Filmiland.

 

5.3. Fees; Payment Terms; Account Cancellation.

 

Filmiland charges a subscription fee (“Fees”) for the use of Filmiland. By registering for a Premium Account, you agree to pay Filmiland the Fees applicable to the account level chosen. Unless otherwise stated, all Fees are in U.S. Dollars. Filmiland expressly reserves the right to change the Fees at any time, upon notice to you. The Fees do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections, or other equipment and services required to access and use Filmiland, which shall be your sole responsibility. All Fees will be billed to your credit card at the current international currency conversion rate. You are responsible for and shall pay Filmiland all currency conversion charges, sales, use, value-added, personal property or other tax, duty, or levy of any kind, including interest and penalties thereon (collectively, “Taxes”) for the use of Filmiland, whether imposed now or hereinafter by any governmental entity. For any upgrade or downgrade in plan level that you elect, your credit card will automatically be charged the new rate on your next billing cycle.

All Fees are paid in advance and are refundable for 30 days of the initial purchase unless otherwise stated by a contract between Filmiland and the customer. After the 30 day period, there will be no refunds or credits for partial months of service, upgrades/downgrades, or for months when you did not use Filmiland. We reserve the right to deactivate your access to Filmiland if you fail to pay applicable fees. You must provide current, complete, and accurate billing information. You must promptly update all billing information to keep your account current, complete and accurate (such as by furnishing a new billing address, card number, or expiration date), and you must promptly notify Filmiland if your credit card is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Filmiland in the event of any refusal of your credit card issuer to pay any amount to Filmiland for any reason. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In the event, you fail to pay any amount when due, Filmiland may immediately suspend or terminate this Agreement and your access to Filmiland.

Your subscription will renew automatically unless we terminate it or you terminate your subscription by providing written or electronic notice through one of the following methods:

Email: [email protected]

 

You must cancel your subscription before it renews in order to avoid billing subscription fees for the renewal term to your credit card.

 

5.4. Limited License to Filmiland Users. Subject to your strict compliance with this Agreement, Filmiland grants you a limited, revocable, non-transferable, non-assignable, and non-exclusive license to use the Content available on Filmiland (the “Filmiland Content”) as described below. You may:

 

View the Filmiland Content while accessing Filmiland.

Download or print one copy of any Filmiland Content for personal use.

Incorporate, on a non-systematic and non-routine basis, a small excerpt of the Filmiland Content (e.g., a few lines of text, a paragraph, a specific graphic, chart, or graph) within a report or presentation that is distributed to an audience that is internal to the company for which you are employed (“your company”), as long as you attribute Filmiland as the source.

Briefly summarize, on a non-systematic and non-routine basis, Filmiland Content in your own words, and distribute the summary to an audience that is internal to your company in connection with a specific project, as long as you attribute Filmiland as the source.

Distribute, in digital or hard copy, Filmiland Content for which you have purchase reprint rights, to audiences inside or outside your company.

If your Premium Account was obtained under an enterprise license made by your company, distribute Filmiland Content in accordance with the terms of that license.

Except as expressly provided in this Section 5.4, you may not post or otherwise distribute Filmiland Content (e.g. via hard copy, email, and/or posting on intranet, company bulletin boards, or other information storage & retrieval systems). The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Filmiland Content, and (B) may be immediately suspended or terminated for any reason, in Filmiland’s sole discretion, and without advance notice or liability.

 

Operation of the Services

Filmiland reserves complete and sole discretion with respect to the operation of the Services. Filmiland may, among other things: (A) make available to third parties information relating to the Services and their users, subject to the Privacy Policy; and (B) withdraw, suspend or discontinue any functionality or feature of the Services. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Filmiland may undertake from time to time; or (iii) causes beyond the control of Filmiland or which are not reasonably foreseeable by Filmiland.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED BY Filmiland ON AN “AS IS” BASIS. Filmiland MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SERVICES, INCLUDING THE ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY CONTENT ON THE SERVICES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Filmiland DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, ACCESSIBLE CONTINUOUSLY, UNINTERRUPTED OR ERROR-FREE. Filmiland MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, LOSSES (INCLUDING LOSS OF DATA), OR THAT FILES AVAILABLE FOR DOWNLOAD FROM THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND, WHERE APPLICABLE, TERMINATE YOUR PREMIUM ACCOUNT. TO THE EXTENT THAT YOU MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 8 AND OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.

LIMITATION OF LIABILITY

IN NO EVENT WILL Filmiland DIGITAL BE LIABLE UNDER ANY THEORY OF LAW FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR RESULTING FROM USE OF OR RELIANCE ON THE CONTENT, EVEN IF Filmiland MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD PARTIES.

The Services are controlled and offered by Filmiland from its facilities in the United States of America. Filmiland makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so of their own volition and are responsible for compliance with local law.

 

VIOLATIONS / INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS Filmiland, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT BY YOU OR ANY USER SUBMISSION POSTED OR SUBMITTED BY YOU (INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT).

WAIVER AND RELEASE

YOU AGREE THAT NEITHER Filmiland NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE Filmiland SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT FilmilandSHALL NOT BE LIABLE, DIRECTLY, OR INDIRECTLY, FOR ANY USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST Filmiland, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF Filmiland, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SERVICES.

Complete Agreement

This Agreement, which incorporates Filmiland’s Privacy Policy and Copyright or Intellectual Property Infringement Notification Policy, constitutes the entire agreement between you and us relating to your access to and use of the Services and supersedes any prior or contemporaneous written or oral agreements, communications, or other understandings relating to the subject matter hereof (with the sole exception of any separate license agreements for Filmiland or Content to which you are a party or beneficiary, which shall remain in full force and effect and which shall supplement the terms of this Agreement). This Agreement may not be modified, either expressly or by implication, except as set forth below in Section 13.

Modifications / Termination

13.1. In General. Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (A) by obtaining our written consent in a notarized agreement signed by an officer of Filmiland, or (B) as set forth below in Section 13.2.

13.2. Periodic Revisions. You agree that we may modify the terms of this Agreement from time to time and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to this Agreement by (1) posting a notice on the Filmiland website for thirty (30) days following any revisions or modifications to this Agreement and/or by posting a notice on Filmiland the first time that you visit Filmiland following such revisions or modifications; or (2) through direct communication to you by email if you have provided an email address to us. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after having been notified of such revisions or modifications by email or, if you have not been notified by email, after the passage of thirty (30) days from the time the revised terms and conditions are first posted on Filmiland (whichever is sooner). If you do not provide us with a valid email address to send you information concerning revisions or modifications to this Agreement, then you agree that you will not receive notice by email. If you change email accounts, it will be your responsibility to notify us of a new valid email address in order to receive an email notification. We assume no responsibility for your failure to actually receive notice. It is your responsibility to review this page for possible modifications.

 

Dispute Resolution / Jurisdiction / Agreement to Arbitrate

14.1. In General. Certain portions of this Section 14 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Filmiland agree that we intend that this Section 14 satisfies the “writing” requirement of the Federal Arbitration Act.

14.2. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Services, the Content, your User Submissions, or this Agreement (collectively, “Dispute”), or to any of Filmiland’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 14.5 below), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if you have failed to provide us with this information or if such information is not current or accurate, then we have no obligation under Section 14.2. Your notice to us must be sent to:

 

[email protected]

 

For a period of 60 days from the date of receipt of notice from the other party, Filmiland and you will engage in a good-faith dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Filmiland to resolve the Dispute or Excluded Dispute on terms with respect to which you and Filmiland, in each party’s sole discretion, are not comfortable.

 

14.3. Forums for Alternative Dispute Resolution.

Arbitration. If we cannot resolve a Dispute as set forth in Section 14.2 above within 60 days of receipt of the notice (or, where no notice address exists for you, after such Dispute arises), then either you or we may submit the Dispute to formal arbitration in accordance with this Section 14.3. If we cannot resolve an Excluded Dispute as set forth in Section 14.2 above within 60 days of receipt of the notice (or, where no notice address exists for you, after such Excluded Dispute arises), then either you or we may submit the Excluded Dispute to formal arbitration only if you and Filmiland consent, in a writing signed by you and Filmiland’s General Counsel, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 14.3.

 

Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 10 years of experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Filmiland elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two parties appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement will determine any Dispute according to the applicable law and facts based upon the record and no other basis and will issue a reasoned award. If you and Filmiland do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 14.3.A, then this paragraph and the remainder of this Section 14.3 will not apply to the Excluded Dispute.

 

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Filmiland consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.

 

Construction

If any portion of this Agreement is found to be unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Notice

Filmiland may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your Filmiland account, or by written communication delivered by first class U.S. mail to your address on record. You may give notice to Filmiland at any time via electronic mail to the following address:

[email protected]

 

Miscellaneous

Filmiland may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This Agreement is not assignable, transferable, or sub-licensable by you except with Filmiland’s prior written consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bindFilmiland in any respect whatsoever. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.