SparqFest Terms of Service for Festivals
ACCEPTANCE OF TERMS
The following terms and conditions (this "TOS") govern all use by you as a Festival (as defined below) of (a) your SparqFest site (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by Valtira LLC or SparqTV LLC (collectively, "Valtira") for your events, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by Valtira LLC. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Valtira LLC. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY VALTIRA. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
Valtira reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF SPARQFEST
SparqFest provides a simple and quick means for registered users who are film festivals, events or contests ("Festivals" or "you") to prepare for and execute an event such as a film festival either entirely online, as a hybrid event, or as an in-person event being promoted and planned online. Your creators ("Filmmakers"), judges ("Judges"), and event attendees ("Attendees") (collectively, "End Users") interact with SparqFest to supply you with assets and information about the works being showcased, purchase tickets for your event, purchase merchandise for the event, or otherwise plan their involvement with your event. Payments are all transacted through third party payment service methods, such as Stripe, (collectively, "Facilitated Payment Modes" or "FPM"). This TOS applies to you and your use of the Services as a Festival. For the Terms of Service Agreement that applies to you and your use of the Services as an End User and/or other non-Festival user or visitor, please see https://www.sparqfest.live/tos_user.
3. YOUR USE OF THE SERVICES
3.1 The Services
Valtira hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an event site for the purpose of promoting your festival and its programming as well as operating some or all online components of your festival as an event that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (iv) engage in any activity that interferes with or disrupts the Services.
If you are allowed to download or use any Software in connection with the Services, Valtira hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by Valtira in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by Valtira, including without limitation Valtira’s mobile applications. For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all laws and the rules and regulations of all credit card companies.
4.1 Independent Relationship of FPM’s
4.2 Credit Card Processing
(a) Payment Process
Payment processing occurs directly through a FPM. The Festival must create an account ("Connected Account") with the FPM through the Service for the purpose of payment unless the Festival's local jurisdiction is not supported by the FPM.
Valtira will collect all ticket fees, donations, and merchandise fees on behalf of the Festival from from End Users as an agent of the Festival and deduct from the fees collected by Valtira all applicable Services Fees as agency commission fees payable by the Festival to Valtira. Valtira will then deposit the remainder into the Festival's Connected Account with those fees becoming available for electronic transfer no more than thirty (30) business days after the transaction. In the event the FPM does not support a Festival's jurisdiction for a Connected Account, Valtira will mail a check for net proceeds within 30-days of the festival end date.
Valtira reserves the right to withhold funds (i) at any time as Valtira determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. Valtira, in its sole discretion, may determine to advance a portion of submission fees to Festival prior to the period set forth above, on such terms and conditions as Valtira may establish from time to time. Festival agrees that all fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to a Festival from Valtira with respect to any event that is cancelled. If payments have already been made by Valtira to a Festival for a cancelled event, such Festival will immediately refund to Valtira all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in U.S. Dollars, or other currencies accepted by Valtira. If Festival elects to list prices in a foreign currency accepted by Valtira, Valtira will collect and disperse the funds in the currency selected by Festival.
(i) It is the responsibility of the Festival to communicate its refund policy to End Users and to issue refunds to End Users via the Site or offline. A Festival shall ensure that its refund policy is consistent with the terms of this TOS. The Site permits a Festival to issue refunds to End Users within 30-60 days after the transaction date. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by Valtira in its sole discretion. Subject to the foregoing, refunds issued by a Festival will be processed within thirty (30) days after Festival instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Festival and End User, and Valtira will not be responsible or liable for, and Festival hereby agrees to fully indemnify Valtira and its affiliates for, refunds, errors in issuing refunds, or lack of refunds. (ii) Notwithstanding the foregoing, you acknowledge and agree that Valtira shall have the right to force a refund of any or all submissions at any time for any reason or no reason, including without limitation if Valtira receives complaints from a substantial number (as determined by Valtira in its sole discretion) of End Users with respect to the Festival, or Valtira determines in its sole discretion that Festival has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more End User(s) request a refund, whether due to a cancelled event or for any other reason where Valtira would reasonably expect to lose a chargeback, Valtira may, in its sole discretion, issue such refund to such End User(s), and Festival shall then owe the amount of such refund to Valtira.
(c) Credit Card Chargebacks
Any credit card chargebacks initiated by an End User for any reason with respect to an event shall be charged back to the Festival of such event.
(d) Fees That We Charge
Valtira charges the Festival an annual fee ("Subscription Fee") for the operation of the Site. Valtira will charge the annual fee to the Festival's payment method upon setup of the Festival's pages and subsequently on each year's anniversary. In addition, Valtira charges service fees ("Service Fee") for moneys for services like accepting donations on behalf of festivals, ticket and merchandise sales, and metered usage of various resources such as live streams and third-party integrations.
Subscription Fees and Service Fees are subject to the specific planned selected by the Festival. Valtira reserves the right, at its sole discretion, to make adjustments to pricing at any time, either individually or collectively, and will notify Festival(s) of any pricing modifications via email.
4.3 Non-Exclusive Remedies
In the event that Festival fails to pay to Valtira any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Festival to Valtira under this TOS or otherwise, Valtira may, without limiting its other rights and remedies, (i) deduct such amounts from Festival's outstanding balance, whether for that particular event or for any other event that Festival lists through the Services; and/or (ii) send an invoice to Festival for such amounts to the extent Festival's outstanding balance is insufficient to cover these costs, in which case Festival shall pay Valtira such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Valtira hereunder are not made by Festival when due, Valtira reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Festival's registration for the Services (including any and all accounts that Festival may have).
(b) Taxes; Withholding
(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if Valtira provides you with tools that assist you in doing so. Valtira does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. Valtira cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires Valtira to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse Valtira for such Taxes and all costs and expenses related thereto.
(ii) All Service Fees charged by Valtira do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Service Fees (other than those calculated based on Valtira's net income) to Valtira.
(iii) Valtira reserves the right to withhold the payment of any amounts owed to you hereunder if Valtira suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if Valtira is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Valtira).
5. YOUR REGISTRATION OBLIGATIONS
6. ACCOUNT, PASSWORD AND SECURITY
As part of the Site registration process, you will login using a third-party identity provider (IDMP). You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your Festival. You agree to (a) immediately notify Valtira of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Valtira cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Valtira shall be the sole arbiter of such dispute in its sole discretion and that Valtira's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by Valtira in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Valtira may own the Site Content or portions of the Site Content may be made available to Valtira through arrangements with third parties. Except as expressly authorized by Valtira in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Valtira. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content
You, as a Festival, acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to Valtira a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, distribute, translate, publish, and display Your Content to End Users and the public. YOUR USE OF THE VALTIRA SITE AND SERVICES DOES NOT GRANT US OR ANY THIRD PARTIES ANY OWNERSHIP TO YOUR INTELLECTUAL PROPERTY. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. Valtira reserves the right to remove any of Your Content from the Site at any time if Valtira believes in its sole discretion that it does not comply with this TOS. In addition, you agree that Valtira may use your event name and logo for the purpose of identifying you as an existing or past customer of Valtira both on the Site and in marketing and promotional materials.
8.1 Certain Restrictions
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Attendees and other users of the Services. You agree not to use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Valtira representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of submissions and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;
- upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by Valtira;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic); or
- stalk or otherwise harass any person or entity.
8.2 Certain Remedial Rights
You acknowledge that Valtira does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Valtira and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Valtira may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Valtira, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
9. SUB-DOMAINS AND CUSTOM URLS
Valtira may provide you with the right to use a sub-domain or custom url within the Site (e.g., [sub-domain prefix].sparqfest.live or sparqfest.live/[customurl]). All such sub-domains and custom urls are the sole property of Valtira. In the event Valtira provides you with a sub-domain or custom url, your right to use such sub-domain or custom url may be terminated by Valtira at any time (with or without notice) for any reason or no reason.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside.
In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the United States has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country.
You agree to defend, indemnify and hold Valtira, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your event(s); and/or your violation of this TOS. Valtira shall provide notice to you of any such Claim, provided that the failure or delay by Valtira in providing such notice shall not limit your obligations hereunder. Valtira reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Valtira’s defense of such matter.
12. SERVICE MODIFICATIONS/SUSPENSIONS
Valtira reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. Valtira will not be responsible to you for a refund, in whole or part, of Subscription Fees or Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to FPMs and other third party service providers used by Valtira in connection with providing the Services) related to refunds issued to End Users. You agree that Valtira shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Valtira, in its sole discretion, may terminate your accounts and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Valtira, or if Valtira believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Valtira may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Valtira shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Valtira has no control over such websites and resources, you acknowledge and agree that Valtira is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Valtira shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
15. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VALTIRA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VALTIRA MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. VALTIRA IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, FILMMAKER OR OTHER NON-FESTIVAL, FESTIVAL OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND VALTIRA WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT VALTIRA HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING FILMMAKERS', OTHER NON-FESTIVALS' AND FESTIVALS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING END USERS AND FESTIVALS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, VALTIRA IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND VALTIRA HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Filmmakers, other non-Festivals, End Users, Festivals and/or third parties in connection with the Site or any Services to Valtira. Valtira, in its sole discretion, may investigate the claim and take necessary action.
16. LIMITATION OF LIABILITY
VALTIRA SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VALTIRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN FESTIVAL WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND VALTIRA'S REASONABLE CONTROL. VALTIRA SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE VALTIRA, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER FESTIVALS, END USERS, AND OTHER NON-FESTIVALS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
Notices to you may be made via either email or regular mail to the address in Valtira's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at:
505 E Grant Street Suite 300
Minneapolis, MN 55404
20. TRADEMARK INFORMATION
The trademarks, service marks, and logos of Valtira (the "Valtira Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Valtira. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with Valtira Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Valtira specific for each such use. The Trademarks may not be used to disparage Valtira, any third party or Valtira's or third party's products or services, or in any manner (in Valtira 's sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Valtira approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Valtira Trademark shall inure to Valtira 's benefit.
23.1 Entire Agreement
This TOS constitutes the entire agreement between you and Valtira and governs your use of the Services as a Filmmaker or other End User, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Valtira on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by this TOS.
23.2 Choice of Law
This TOS and the provision of the Services to you are governed by the laws of the state of Minnesota as such laws are applied to agreements entered into and to be performed entirely within Minnesota by Minnesota residents.
Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of an arbitration service in Minnesota. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Minnesota and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and Valtira agree to submit to the personal jurisdiction of the courts located within the city of Minneapolis, Minnesota. Either you or Valtira may seek any interim or preliminary relief from a court of competent jurisdiction in Minneapolis, Minnesota, necessary to protect the rights or property of you or Valtira (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
20.4 No Class Actions
You and Valtira agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims, may not preside over any form of class, consolidated or representative proceeding and may only provide relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
23.5 Waiver; Invalid Provisions
The failure or delay of Valtira to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
23.6 Time to File Claim
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Please report any violations of this TOS by email to email@example.com.
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