Film Fray Corporation - Terms and Conditions

www.filmfray.com

Effective Date: January 1, 2010

Last Modified: December 28, 2015

1. PRELIMINARY ITEMS:

Thank you for using Film Fray! We sincerely hope that you enjoy our services, and we look forward to providing you with a quality experience. As defined below, Our Site and Services function as a new experience in film making, designed for everyone who is - or wants to be - in film. We trust that you'll find Film Fray to be A New Experience in Film Making.

This document (the "Agreement") is a legally-binding contract that will govern the relationship between You and Us as You use Our site and services. Therefore, it is very important that you read and understand this Agreement before using any of Our services, including the website(s) that this Agreement covers: www.filmfray.com.

Party Definitions:

1.1. Film Fray Corporation ("Company") is the operator of the above-referenced website(s) (collectively "Site" or "Sites"), through which Company provides its Services.
1.2. This Agreement will refer to any and all Users of the Site and Services as "User" or "You" and other second-person pronouns.
1.3. Certain portions of Our Site and Services may allow You to register for an account or otherwise enter areas of the Site and Services that other Users or visitors who choose not to register may not access. Should You desire to register for an account, You will become a Member of the Site and Services. All provisions of this Agreement pertaining to You or Users are equally applicable to Members.

Assent and Changes to the Agreement:

1.4. By clicking the "I agree" button or by accessing, visiting, browsing, registering, using or attempting to interact with any part of the Site or Services, You agree that You have read, understand and agree to be bound by this Agreement, and You have subsequently entered into a legally-binding contract with Us. If You do not agree to be bound by this Agreement, do not access or use any part of this Site or Services. Even if You do not become a Member of the Site and Services, consideration for Your agreement to the provisions herein is found by Your use or visitation of the Site and Services. You understand and agree that such consideration is adequate and received upon Your use of the Site and Services.
1.5. You represent and agree that You will not use the Site or Services if doing so would violate the laws of Your state, country, or province. You further represent and agree that You will not use the Site or Services for illegal purposes.
1.6. We reserve the right to make changes to this Agreement in Our sole discretion. Continued use of any part of this Site or Services constitutes Your acceptance of such changes. The most current version of this Agreement, which supersedes all previous versions, can be reviewed by clicking on the "Terms & Conditions" hyperlink located at the bottom of homepage on the Site.
1.7. If We change anything in this Agreement, We agree that We will change the "Last Revised" date appearing at the top of this Agreement. You should therefore check this Agreement frequently to see if anything has changed. Your continued use of the Site and Services after any such change shall constitute Your assent and agreement to abide by any such revisions.
1.8. Incorporations by Reference. While this Agreement represents the primary terms regarding Your use of Our Site and Services, additional guidelines and policies are hereby incorporated by reference. The following documents are specifically incorporated by reference, and are therefore part and parcel of this Agreement:

Our Privacy Policy

2. ACCESS AND MEMBERSHIP TO THIS SITE

2.1. To access this Site and Services, You may be asked to provide certain registration details or other information ("Registration Data") in order to become a Member. It is a condition of Your use of this Site and Services that all the information You provide through the Site, including Registration Data, will be correct, current, and complete. If We believe the information You provide is not correct, current, or complete, We have the right to refuse you access to the Site or Services, and to terminate or suspend Your access or membership at any time.
2.2. We may also "validate" users to the Site. Validation does not connote any endorsement or approval of a "validated" user. Rather, validation simply means that We have received certain identifying information from a user, such as an e-mail address or phone number, and We have used such identifying information to contact the user. However, We cannot guarantee that a user is who they say they are, and You should always exercise reasonable caution when interacting with people on the Internet.
2.3. Given the nature of the Services, some of the Registration Data You provide, as well as other of Your Content, as defined below, may be personal, private, or otherwise sensitive. It is Your responsibility to keep that information up to date and accurate. While we use commercially reasonable efforts to protect all information which You provide to Us, it may be technically impossible to prevent determined third-party hackers, phishers, or scammers from obtaining such information. For that reason, We cannot be responsible for the intentional and criminal acts of those third parties, nor can We be responsible for Your negligence with regard to Your Content, including the Registration Data. If You become aware of any actual or potential unauthorized use of Your Registration Data or account with Us, You agree to immediately notify Us at billing@filmfray.com.
2.4. Should You decide to become a Member of the Site, You may not transfer or sell Your Membership or access to the Site or Services to any third party. You are responsible for all activity transpiring under Your account. We disclaim any and all liability arising from fraudulent use of the Site and Services. Given Our commitment to security, We may terminate, suspend, or otherwise cancel any account that appears, in Our sole discretion, to be engaging in fraudulent or suspicious use.
2.5. Since You are responsible for all activity transpiring under Your account, You agree that You will immediately notify Us should You suspect that there has been any unauthorized activity associated with Your account or other use of the Site or Services.
2.6. Membership Fees: Our current fees and terms regarding payment may always be found on Our Site. Generally, Our fees automatic and recurring and will continue until You choose to cancel Your Membership as outlined below. By signing up for a monthly or yearly membership, You understand and agree that Your chosen billing method will automatically be charged prior to the start of the next billing period. PRESALE FEES: We may offer a discount for those wishing to become a Member before the Site is officially launched. Due to the significant discount offered during the presale, We will not be able to issue refunds or otherwise cancel any presale made to You.
2.7. You agree that You must keep all billing information current throughout Your use of and membership to the Site and Services. If We are unable to process any payment due to Us because You failed to update such payment information, We have the right to suspend, terminate, or otherwise disable Your account. We reserve the right to bill you for any chargebacks or other fees that We may incur while trying to process Your payment(s).
2.8. Termination of Your Access or Membership:
2.8.1. You may cancel Your membership to the Site at any time by following the instructions found within the Account Settings area of Your profile. IMPORTANT: In accordance with the billing cycle You chose when first signing up as a Member or at any renewal period, You may cancel at any time; however, We will not refund any unused portion of Your membership. For example, if You are on a monthly billing plan and choose to cancel Your Membership on March 3, You will still be billed for the month of March, and You will have access to the Site and Services until the last day of the March billing cycle.
2.8.2. We may terminate Your access or membership to the Site and Services for any or no reason at all upon ten (10) days' notice to the e-mail address You used to become a Member.
2.8.3. We may suspend or terminate Your access or membership to the Site and Services at any time and without notice, if You, in Our discretion, have breached any provision of this Agreement, or the policies and other documents incorporated by reference.
2.8.4. Additionally, we reserve the right to cease operations of the Site and Services at any time and for any reason, and You agree that such cessation will be without liability or harm to You.
2.8.5. You understand and agree that We shall not be liable to You for any reason in the event that We suspend, terminate, or otherwise cancel Your membership to the Site and Services.
2.8.6. When You cancel Your membership with Us, we will terminate Your access to the Site and Services and delete your account, which may also delete portions of Your Content which you have uploaded or otherwise provided via the Site and Services. However, the license You grant to Us in section 3.4 remains in force regardless of Your termination or cancellation, and certain of Your Content which You previously made public or otherwise provided via the Site and Services may remain accessible to Us and to the users of, and visitors to, the Site and Services. If available, we may offer You with the option to store Your Content for one (1) year on the Site at no charge to You. We understand that You may wish to return to the Site and Service at a later date, and it may be convenient to have Your previously-entered information still available. Should this option be available and You choose the option to have Us store Your Content upon cancellation, You understand and agree that the terms of this Agreement will still be in control and that Your cancellation will be regarded as a request by You to place Your account on hold until such time as You choose to reactivate Your account. If, during the time that Your account is on hold, You decide that You do not want Us to store Your Content for the remainder of the one (1) year period, You may contact Us at www.filmfray.com/contact to request that Your account be completely terminated. At that point We will purge Your Content from the Site and Services.
2.9. Service Interruptions: Due to factors outside of Our control, as well as certain factors within Our control, such as software and hardware upgrades, the Site or Services may be temporarily unavailable. You agree to hold Us harmless for any such interruption, whether or not such interruption was planned and whether or not We notified You of any interruption; however, We will strive to provide You with advanced notice of interruptions when possible
2.10. Third Party Links: The Site and Services may be hyperlinked to other sites which are not maintained by, or related to Our Site. Links to such sites are provided as a service to Our Users and are not sponsored by or affiliated with this Site or Us. We likely have not reviewed any or all of such sites and We are not responsible for the content of those sites. You access such third-party sites at Your own risk, and We make no representations or warranties about the content, completeness or accuracy of these links or the sites linked to this Site and Services. We provide links as a convenience, and the inclusion of any link to a third-party site does not necessarily imply Our endorsement of such site. Third party sites are subject to their own terms and privacy policies.

3. GENERAL RESTRICTIONS ON USE AND LICENSE TO USE YOUR CONTENT

3.1. You may only use the Site and Services for purposes expressly permitted by this Site. As a condition of Your use of the Site and Services, You warrant to Us that You will not use the Site or Services for any purpose that is unlawful or prohibited by this Agreement or by law.
3.2. The Site and Services may allow You to upload or otherwise submit to Us text, images, video, and other content ("Your Content"). While Our Site and Services may provide You with certain materials, including HTML code, images, text, audio, video, and other content provided or licensed by Us ("Site Materials"), any content provided by You shall be considered Your Content. To protect Ourselves and Our Users, You understand and agree that We may, in Our sole discretion, delete or disable access to any of Your Content which we deem to be in violation of this Agreement, or any law or regulation.
3.3. By uploading or providing any of Your Content to the Site or Services, You warrant and represent that You own all intellectual property rights, privacy and publicity rights, and any other right required for You to make Your Content available via the Site or Services.
3.4. Also, in order for Us to provide You with the Services, You hereby irrevocably grant Us, and any vendor We may be required to use to provide You with the Site and Services, a worldwide, perpetual, royalty-free and non-exclusive license to:
3.4.1. Use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all of Your Content on the Site or Services, by means of any technology now known or hereafter to become known.
3.5. You also agree that We may use, without compensation or attribution to You, any suggestions or feedback You may provide concerning the operation or functionality of the Site or Services. You grant Us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use any feedback You provide to Us in any way. Absent Your permission, We will not sell, publish or share Your feedback in a way that could identify You.
3.6. Section 230 Notice: Pursuant to 47 U.S.C. § 230 (the "Communications Decency Act" or "CDA"), You understand that We are a "provider of an interactive computer service" which makes us immune from liability for certain claims arising from Our publication of Your Content. As part of Our Section 230 immunity, We must inform You that there are filtering services available which may help You in preventing a minor's access to harmful material. You may research these services at www.onguardonline.gov. Note that We are providing the previous link for information purposes only, and We cannot endorse or warrant any third-party products You may find or use via such research.
3.7. By accepting this Agreement and using the Site or Services, We grant You a single limited, revocable, nonexclusive and nontransferable license to access and use the Site Materials. This license is conditioned upon your adherence to all of the restrictions of use contained in this Agreement, specifically including the restrictions on making unauthorized copies of the Site and Services. The Site, Services, and Site Materials are for Your personal use only. Should We terminate Your account or access to the Site or Services, the license granted in this paragraph shall immediately terminate and any continued access or use of the Site, Service, or Site Materials shall be unauthorized. The Site Material and certain other content accessible from the Site and Services is the proprietary information of Company or the party that provided or licensed the content to Company, whereby such providing party retains all right, title, and interest in such content. Accordingly, the Site Materials may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without Our prior written consent. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Site Materials. Modification or use of the Site Materials except as expressly provided in this Agreement violates Our intellectual property rights. Neither title nor intellectual property rights are transferred to You by using the Site or Services.
3.8. We respect the intellectual property rights of others, and We have developed and adopted a policy to terminate the accounts of repeat copyright infringers pursuant to the Digital Millennium Copyright Act. Copies of our Repeat Infringer Policy are available upon request to Our Users.
3.9. By using the Site and Services, You will have created a commercial relationship with Us for purposes of CAN-SPAM. In having done so, You agree and consent to Us sending You messages, which may include product announcements and other marketing messages.

4. SPECIFIC RESTRICTIONS ON YOUR CONTENT AND YOUR USE OF THE SERVICES

The Site and Services may contain forums, bulletin board services, chat areas, message boards, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow You to communicate with the Internet community or with a group. Among other actions, when using the Site and Services to upload or create Your Content, You agree that You will not post, send, submit, publish, or transmit in connection with this Site any material that:

4.1. You do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
4.2. advocates illegal activity;
4.3. is obscene;
4.4. threatens or abuses others, libels, defames, invades privacy, or is abusive, harassing, threatening or offensive;
4.5. harvests or otherwise collects information about others, including e-mail addresses, without the owners' consent;
4.6. duplicates or makes any part of the Site or Services available to others without Our authorization;
4.7. circumvents any encryption or other security mechanisms used anywhere on the Site or Services;
4.8. violates any law or may be considered to violate any law;
4.9. impersonates or misrepresents Your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
4.10. falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;
4.11. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Site;
4.12. solicits funds, advertisers or sponsors;
4.13. includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications, including those of the Site or Services;
4.14. disrupts the Site, or otherwise act in a way which affects the ability of other people to access this Site;
4.15. amounts to a "pyramid" or other like scheme, including contests, chain letters, and surveys;
4.16. disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this Site or any networks connected to this Site.
4.17. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Site or Services. For example, You may not use a screen-scraper or other automated means to access information from the Site or Services.
4.18. You agree to cooperate with Us to cease any unauthorized use or conduct.

We reserve the right to monitor use of this Site and Services to determine compliance with this Agreement. While we do not have an obligation to do so, We also reserve the right to remove or refuse any of Your Content for any reason. We also reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Our sole discretion. Your Content may be subject to posted limits on use, reproduction and/or dissemination and You are responsible for abiding by such limitations with respect to Your submissions, including any downloaded materials.

5. DISCLAIMER

You understand that We cannot, and do not, guarantee or warrant that files available for downloading from the Internet will be free of viruses or other code that may manifest contaminating or destructive properties, including files from the Site or Services. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site and Services for any reconstruction of any lost data.

YOUR USE OF THIS SITE AND SERVICES IS AT YOUR OWN RISK. THE CONTENT AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT AVAILABLE VIA THE SITE OR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT US, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR SERVICES. COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE SITE OR SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

None of the warranties and representations herein apply or extend to any third person.

6. LIMITATION ON LIABILITY

COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE OR INCOME, BUSINESS INTERRUPTION, LOSS OF GOODWILL, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $500.00 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

California Residents: You specifically waive the provisions of Section 1542 of the California Civil Code and any similar law of any other state, territory or jurisdiction. Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

7. OUR TRADEMARKS AND COPYRIGHTS

Trademarks, service marks, logos, and copyrighted works appearing on the Site and Services are the Company's property or the property of the party that provided the trademarks, services marks, logos, and copyrighted works to Company. We, and any party that provided trademarks, service marks, logos, and copyrighted works to Us, retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing on this Site and Services.

8. COPYRIGHT INFRINGEMENT AND DMCA POLICY

In providing the Site and Services, We are a "service provider" as defined by the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(k)(1). Therefore, We are eligible for certain "safe harbors" under the DMCA. We respect the intellectual property of our Users and of others, and We have developed the following DMCA Policy to handle claims of copyright infringement.

8.1. How to Notify Us of Alleged Infringement: If You, or any other third party visitors to the Site, believe that your work has been infringed by virtue of appearing on the Site or Services, please send the following information to Our Designated Copyright Agent:
8.1.1. The identification and description of the copyrighted work that you believe has been infringed;
8.1.2. The identification and description of the material that you believe is infringing your copyrighted work, along with information sufficient to allow Us to locate the material. (For example, provide the URL and/or file name.);
8.1.3. Your contact information, including your address, telephone number, and e-mail address;
8.1.4. A statement that you have a good faith belief that the use of the allegedly infringing material is being used in a way that is not authorized by the copyright owner, its agent, or the law. (Note that the law allows for fair use of copyrighted works, so you should evaluate the use for fair use prior to requesting that the material be removed.);
8.1.5. A statement, made under penalty of perjury, that the information you provided is accurate and that you are authorized to act on behalf of the copyright owner regarding the alleged infringement.
8.1.6. Your physical or electronic signature.
8.2. Presuming all information is provided and is accurate, the information in 8.1.1-8.1.6 shall be considered a "DMCA Notice" under 17 U.S.C. § 512(c)(3).
8.3. Please send your DMCA Notice to: copyright@filmfray.com
8.4. Upon receiving a valid, compliant DMCA Notice, We will expeditiously remove the allegedly infringing material and provide Our User with information concerning the DMCA Notice and Our Counter-Notification procedure. When appropriate, We will terminate the account of repeat infringers, per Our Repeat Infringer Policy.
8.5. DMCA Counter-Notification Procedure: We also provide a Counter-Notification procedure for our Users to use when they believe that a DMCA Notice was issued in error and which resulted in the User's User Content being removed. To submit a Counter-Notification, You must submit the following information, which We will then forward to the original complaining party who sent a DMCA Notice to Our Designated Agent:
8.5.1. Identification of the material that was removed or disabled, and the location of such material prior to its removal;
8.5.2. A statement made under penalty of perjury that the counter-notifying party believes, in good faith, that the material was removed or disabled as a result of mistake or misidentification;
8.5.3. The name, address, telephone number of the counter-notifying party;
8.5.4. A statement that the counter-notifying party consents to the jurisdiction of the Federal District Court for the judicial district in which the address in 8.5.3, above, sites, or, if the counter-notifying party's address is outside the United States, for any judicial district in which We may be found, and, that the counter-notifying-party will accept service of process from the person who initially provided the DMCA Notice to Us, or that person's agent.
8.5.5. The physical or electronic signature of the counter-notifying party.
8.6. Please send the counter-notification to the DMCA Agent address listed above.
8.7. Upon receipt of a valid counter-notification by one of Our Users, We will provide the counter-notification to the person who initially provided the DMCA Notice. Thereafter, within ten to fourteen (10-14) days of Our receipt of the counter-notification, We will replace the removed material, so long as We, or Our Designated Agent, have not received notice that the original claimant (who submitted the DMCA Notice) has filed an action seeking a court order to restrain Our User from engaging in the allegedly infringing activity.
8.8. We may modify this DMCA policy as required by Our own operating policies and changes in the relevant law.

9. SECURITY

Given the importance of security, You agree that We will be entitled to monitor Your password and account activity and, at Our discretion, require You to change Your password if We believe it will improve security.

The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If You, or Your account, become involved in any violation of system security We reserve the right to release Your details to law enforcement. We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or direction Us to disclose the identity of anyone violating this Agreement. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD THE COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

10. MISCELLANEOUS PROVISIONS

10.1. No joint venture, partnership, employment, or agency relationship is created between Us based on Your use of the Site or Services.
10.2. Notice: Any notice required under this Agreement may be provided to Us via e-mail to the following address: office@filmfray.com. You agree that any notice We must provide to You under this Agreement may be sent to the then-current e-mail address provided in Your account profile.
10.3. Force Majeure: You understand and agree that We shall not be responsible for any failure to provide the Site or Services based on unforeseen circumstance which are our of Our control, including but not limited to: acts of God, such as flood, fire, earthquakes, hurricanes, storms or other natural disasters; hacking; failure of Our upstream providers or Your own communication providers; or the failure of hardware or software.
10.4. Dispute Resolution: This Agreement, and all matters arising out of it, will be governed and interpreted pursuant to the laws of Florida, notwithstanding any principles of conflicts of law. If any dispute between Us may be brought in court, You specifically consent to exclusive personal jurisdiction and venue in Orange County, Florida's state and federal courts in connection with any dispute between Us arising out of this Agreement. You agree that this choice of venue and forum is mandatory and not permissive, and that the only location for any litigation permitted under this Agreement will be Orange County, Florida, and all parties hereto waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to jurisdiction or venue in Orange County, Florida.
10.5. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at http://www.dca.ca.gov/about_dca/contactus.shtml.
10.6. If any part of this agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. All covenants, representations, warranties, and agreements make by You shall survive the termination of this Agreement.
10.7. The failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision, and no waiver of one breach will constitute a waiver of subsequent breaches of the same or of a different nature.
10.8. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. However, neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by You, and any such attempt shall be void.
10.9. This Agreement constitutes the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between Us with respect to the Site and Services and Your use thereof.

11. INDEMNITY

You agree that You will indemnify and hold Company, its subsidiaries, affiliates, licensors, third-party content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of this Agreement by You and for any of Your conduct via the Site and Services, including Your Content, should We be obligated to defend any claims arising from such conduct. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and You agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information accessed from the Site or Services. As explained above, any conduct occurring under Your account will be considered Your conduct.

We will notify You by electronic mail of any such claim or suit requiring Your indemnification, and We will cooperate fully (at Your expense) in the defense of such claim or suit. We also reserve the right to participate in the defense of such claim or defense at Our own expense, and choose Our own legal counsel, but We are not obligated to do so.

Thank you for using Film Fray!