FESITVOTE TERMS OF SERVICE
These Terms of Service (“Agreement”) are between FestiVote, Inc., a Delaware corporation (“FestiVote”, “we”, “us”, or “our”), and any person or business entity who uses FestiVote’s website, services, and/or software (“You” or “Your”). By using FestiVote’s website, services, applications, software, or other content created by FestiVote or otherwise made available by FestiVote (collectively referred to as “FestiVote Services”) You understand, confirm, and agree to the terms of this Agreement, and any updates to this Agreement.
FestiVote’s Services are a web-based product designed to provide users with a platform for voter engagement with film festivals.
You understand and agree that FestiVote wholly owns and controls all rights to the website, services, applications, software, and any other items or information, whether tangible or electronic, provided by FestiVote. You understand and agree that You are receiving no rights hereunder other than use of the FestiVote Services. You understand and agree that from time to time certain FestiVote Services may be temporarily unavailable due to maintenance or other unforeseen issues and agree that such temporary unavailability shall not entitle You to any other form of recovery, rights, or remedies.
You may not directly, or through a third party do any of the following: copy, modify, use a modified version of, create a derivative work from, resell, attempt to discover any source code, duplicate, copy, sell, trade, exploit for commercial or private purposes, reverse engineer, or reverse assemble any portion of FestiVote Services. FestiVote will take reasonable steps to safeguard any data provided by You to FestiVote.
You understand and agree that FestiVote may temporarily or permanently terminate or limit your access to FestiVote Services for any reason without notice. In the event of termination or suspension of access to FestiVote Services, FestiVote will not have any obligation to refund any amounts paid, if applicable.
You understand and agree that FestiVote may amend this Agreement from time to time. Your continued access to FestiVote Services represents Your acceptance to this Agreement, irrespective of any changes made from time to time.
You agree to comply with any guidelines, procedures, or rules FestiVote gives you notice of in connection with the use of its Services, including without limitation in connection with voting on a FestiVote website, application, or other interface. FesiVote reserves the right to require registration prior to voting. By voting, You agree that You have not received any benefits, compensation, or other incentive to vote in a certain way. You agree that you shall only vote once on any given matter. FestiVote’s Services include an application or web-based voting platform. All voting will be controlled solely by FestiVote. Any and all voting data, results, and other information supplied by You (collectively, “Voting Data”) will be the sole property of FestiVote. You shall not have any rights, explicit or implied, to any Voting Data. FestiVote retains sole discretion in the use of Voting Data, without notice. FestiVote may determine, in its sole discretion, to not count or disqualify certain votes. FestiVote provides no guarantee that Your vote will be counted. FestiVote reserves the right to modify the voting process at any time, at its sole discretion.
From time to time FestiVote may offer certain incentives or rewards programs in connection with FestiVote Services (collectively, “Incentives”). FestiVote shall have the express right to cancel any Incentives at any time. At no time shall You be entitled to redeedm Incentives for a cash value or any other equivalent. Any Incentives provided in connection with a specific event, shall only be redeemable during that specific event. If You fail to redeem any Incentive provided within the time frame set by FestiVote, or prior to FestiVote terminating the Incentives, You waive the right to recover such Incentives, if any. If any Incentives promised to You are no longer available at the time you redeem it, FestiVote may substitute such Incentives with another good or service at FestiVote’s sole discretion.
You may have access to an exclusive FestiVote messaging board, chatrooms, reviews, and/or forums (“Online Community”). The Online Community is intended for You to communicate, share ideas, and generally enhance the user experience.
When using the Online Community You must maintain proper etiquette at all times. Any and all abusive, profane, or generally inappropriate behavior (as determined within FestiVote’s sole discretion) is strictly forbidden in the Online Community.
FestiVote hereby expressly disclaims any liability with respect to the behavior, acts, or omissions of any user in the Online Community.
FestiVote owns the Online Community, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of user content and other Online Community content), computer code, products, software, aggregate ratings, and all other elements and components of the Online Community. FestiVote also owns the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with FestiVote, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of FestiVote or the Online Community in whole or in part except as expressly authorized by FestiVote. Except as expressly and unambiguously provided herein, FestiVote does not grant You any express or implied rights, and all rights in and to FestiVote and the Online Community content are retained by FestiVote.
Content posted by users does not necessarily reflect the opinion of FestiVote. Except as required by law, FestiVote has no obligation to retain or provide You with copies of any Online Community content, and FestiVote does not guarantee any confidentiality with respect to any user posted content. FestiVote may use Your posted content, including but not limited to, publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, or distributing it, without notice. As such, You hereby irrevocably grant FestiVote world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use any content posted in the Online Community for any purpose. Additionally, FestiVote may notify its partners or affiliates of any posted content or reviews made about them in the Online Community.
FestiVote expressly reserves the right to remove, screen, edit, or reinstate any posted content in the Online Community at FestiVote’s sole discretion for any reason or no reason, and without notice.
You understand and agree that because the FestiVote Services are available online, it may or may not be compatible with certain browsers; FestiVote does not warrant or guaranty the compatibility of its website, software, or services with any browser.
You agrees to indemnify, defend and hold FestiVote and its subsidiaries, affiliates, directors, officers, agents, employees, partners, shareholders, predecessors, successors, assignees, licensees and licensors harmless from and against any and all losses, damage, liability, claim, demand, fines, penalties, suit, cause of action, debt and expense, including reasonable attorneys’ fees, due to, in connection with, or arising out of any information or services provided by FestiVote, its employees, agents, contractors, and/or affiliates under this Agreement, Your use of or connection with the information or services provided by FestiVote under this Agreement, Your violation of any and all terms of this Agreement, or Your violation of any rights of any third party.
PROPRIETARY RIGHTS; COPYRIGHTS; CONFIDENTIALITY
You acknowledges and agree that all FestiVote Services, software, websites, services, media, information, contacts, creations, technical information, and other documents, information, and items, developed and/or provided by FestiVote (“Confidential Material”) contain proprietary and confidential information, are trade secrets, are legally and entirely owned, controlled, and/or licensed by FestiVote, irrespective of whether FestiVote has or has not filed for copyright or patent protection for such items, and are protected by this Agreement and applicable intellectual property and other laws. You agree that You will not, at any time (to the greatest extent permitted by law), copy, remove, use (directly or indirectly), display, or disclose any Confidential Material or the terms of this Agreement to any third party, except as expressly authorized by FestiVote.
Unless otherwise agreed in a writing signed by You and FestiVote, FestiVote expressly disclaims all warranties, including but not limited to, with respect to any services, information, or the like, provided to You, without limitation. FestiVote does not promise, guaranty or warranty that any FestiVote Services will be uninterrupted, timely, secure, or error-free. FestiVote Services may contain links to third-party websites or services that are not owned or controlled by FestiVote. As such, FestiVote assumes no responsibility for any acts or omissions of any third-party.
LIMITATION OF LIABILITY AND DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT FESTIVOTE AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM ANY CLAIMS, INCLUDING BUT NOT LIMITED TO: (I) THE USE OR THE INABILITY TO USE ANY SOFTWARE, DIRECTORY, INFORMATION, OR SERVICES PROVIDED HEREUNDER; (II) UNAUTHORIZED ACCESS TO YOUR DATA; (III) ANY DAMAGES RESULTING FROM FESTIVOTE’S USE OF ANY THIRD PARTIES FOR HOSTING, TOOLS, OR UTILITIES; OR (IV) ANY OTHER MATTER RELATING TO FESTIVOTE SERVICES, PROVIDED TO YOU UNDER THIS AGREEMENT. YOU WAIVE ANY RIGHTS, LEGAL OR OTHERWISE, TO THE EXTENT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT AND PERMISSIBLE BY LAW.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, YOU AGREE THAT THE TOTAL AMOUNT RECOVERABLE FROM FESTIVOTE FOR ANY REASON IN CONNECTION WITH, ARISING OUT OF, OR IN RELATION TO THIS AGREEMENT, INCLUDING BREACH OR VIOLATION HEREOF, SHALL BE LIMITED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO FESTIVOTE FOR SERVICES RENDERED IN THE YEAR IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO ANY LIABILITY.
YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT FESTIVOTE IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY OTHER USER OR THIRD PARTY.
YOU AGREE THAT FESTIVOTE IS NOT RESPONSIBLE FOR DAMAGE TO ANY DEVICE USED FOR VOTING. YOU AGREE TO RELEASE AND HOLD FESTIVOTE HARMLESS AGAINST ANY AND ALL CLAIMS AND LIABILITIES ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUT OF YOUR VOTING IN CONNECTION WITH FESTIVOTE PRODUCTS OR SERVICES.
- ASSIGNMENT: You may not assign or otherwise transfer any rights or obligations hereunder.
- GOVERNING LAW: This Agreement and the legal relations among the parties shall be interpreted, construed and governed by the laws of California, without giving effect to any conflicts of laws.
- ARBITRATION AND CLASS ACTION WAIVER: The parties agree that any dispute arising out of or relating to any aspect of the Agreement or relationship between You and FestiVote will not be decided by a judge or jury but instead by a single arbitrator in a binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. This includes claims arising before this Agreement, such as claims related to statements about FestiVote Services, information, software, or products. The arbitrator may only resolve disputes between You and FestiVote and may not consolidate claims without the consent of all parties. The arbitrator cannot hear class or representative claims or requests for relief on behalf of other users. In other words, class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Any arbitration decision shall be final and non-appealable unless the parties hereto mutually agree otherwise in writing before a final decision by the arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having in personam and subject matter jurisdiction. Each party hereto hereby submits to the in personam jurisdiction of the Superior Court of the State of California, in the County of Los Angeles for the purpose of confirming any such award and entering judgment thereon and for purposes of any equitable or injunctive relief. If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim for relief or remedy, then that claim or remedy (and only that claim or remedy) must be brought in court and any other claims must be arbitrated. If a court or arbitrator determines that any part of this provision is invalid, such invalid provision shall be deemed stricken and, if possible, replaced with an enforceable provision that best reflects the original intent of the parties. Either party may elect to take an individual dispute to small claims court. In such a small claims case, the prevailing party’s attorney fees shall be recoverable up to three thousand dollars ($3,000.00).
- ENTIRE AGREEMENT: This Agreement and any related terms and conditions contains the entire agreement agreed on by the parties with respect to the relationship between You and FestiVote. This Agreement supersedes all prior negotiations, discussions, correspondence and agreements between the parties. You agree to be bound by the terms of this Agreement and understand and agree that this Agreement shall apply to and control all services, products, directory, software, or other information performed and provided by FestiVote for You, unless agreed otherwise in writing.
- SEVERABILITY; HEADINGS: If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The headings herein are for reference only and are not intended to describe, interpret, define or limit the extent or intent of this Agreement or of any part hereof.
- FORCE MAJEURE: FestiVote shall not be liable to You for any default or delay in the performance of any of its obligations under this Agreement, including failure to provide any services to You under this Agreement, resulting directly or indirectly from forces or events beyond FestiVote’s control, including, without limitation, fire, flood, accident, acts of God, labor disputes, acts of war or terrorism, disease, virus, catastrophic event of any kind, interruptions of transportation or communications, supply shortages, failure by any third party to perform any commitment, or inability to obtain access to any FestiVote website.
- SURVIVAL: Except as otherwise expressly provided in this Agreement, all representations, obligations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of this Agreement, will survive the termination of this Agreement forever or until the maximum time allowed by either Federal, State, or local law, whichever is longer. Such surviving provisions include without limitation proprietary rights and confidentiality herein.
- ELECTRONIC SIGNATURE: Use of an electronic signature in connection with this Agreement by either party shall be deemed valid and enforceable to the full extent of applicable law.
- NOTICES: All notices and reports permitted or required to be delivered by a party shall be deemed delivered: (i) when delivered in person; (ii) one business day after transmission by facsimile or other electronic system; or (iii) three business days after deposit in the United States Mail by Registered or Certified Mail, return receipt requested, postage prepaid and addressed as follows:
If to FestiVote:
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If to You: at any address provided by You.