Theatrical License Agreement
Film Bureau, Inc.
Last Updated: January 24, 2018
This Theatrical License Agreement (this "Agreement") contains the terms and conditions of (i) your use of the Film Bureau self-publication and distribution program (the "Program") for distribution of audio visual content via the theatrical distribution services operated by Film Bureau or its Affiliates and (ii) Film Bureau's use of such content. This Agreement is a binding agreement between you and Film Bureau. As used in this Agreement,"Film Bureau", "we" or "us" means, individually: (a) Film Bureau, Inc., a California corporation, with offices located at 1234 Main Street, Los Angeles, CA 91234. Affiliate that joins as a party to this Agreement as provided herein, in each case solely with respect to such entity's exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by Film Bureau. As used in this Agreement, "Content Provider" or "you" means the person or entity accepting this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Film Bureau or Content Provider, as appropriate.
Agreement Acceptance You accept this Agreement by clicking "Agree" where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the Program. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.
2. Account Setup and Maintenance: You must ensure that all information you provide in connection with establishing your Program account is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time unless you are using multiple accounts solely for the purpose of delivery of Delivery Materials. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Film Bureau of any unauthorized use of your username, password or account.
3. Term: This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement (the"Term"). We may terminate this Agreement by providing notice to you at any time. You may terminate this Agreement at any time by providing notice of termination to us, in which event we will cease offering your Titles within thirty (30) days from the date that we receive notice of termination; provided that, (a) the Term of the Agreement will commence upon your acceptance of this Agreement and continue for eighteen (18) months from the date that your Title launches on the Service (the "Initial Term") and (b) the Initial Term will automatically extend for successive periods of twelve (12) months each unless and until terminated by either party by provision of notice of termination to the other party given not later than ninety (90) days prior to the conclusion of the then-current term.
4. Territory: The territory, with respect to any Title, shall be each territory you indicate when prompted on the Program Site (the "Territory").
5. Rights Granted: You hereby grant Film Bureau an exclusive license in the Territory to use, reproduce, reformat for delivery, encode, encrypt, market, promote, transmit, distribute and display on the Service the audio-visual programs ("Titles") pursuant to each Distribution Mode that you indicate on the Program Site; which will include access via free screenings without any required payment of License Fees in connection therewith. "Service" means one or more digital video services branded with an Film Bureau Brand through which authorized users may obtain Titles via a Distribution Mode. As used in this Agreement, Titles refer solely to the audio-visual programs viewable and editable in your Program account and authorized for distribution on the Service. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title. Film Bureau will have the right, but not the obligation, to offer customers of the Service the opportunity to book or access the Titles pursuant to the Distribution Modes that you indicate as available on the Program Site. You will have an opportunity to provide a suggested revenue shares for your Titles that are made available for Booking but Film Bureau will have sole discretion to determine the revenue shares for offerings on the Service. Film Bureau may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you as it deems appropriate as well as any video clips from the Titles created by Film Bureau of up to 3 consecutive minutes of footage from Titles (collectively, the "Promotional Materials"). Film Bureau may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Titles and related products, the Service and any features of the Service, and the availability of the Titles on the Service. Film Bureau may make such modifications as may be necessary to conform the Title to applicable law in the Territory, provided Film Bureau will use commercially reasonably efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of the Title.
6. General Description of the Service: Distribution Modes: Content Provider, in its sole option, may allow customers to access Titles in the following ways: (a) grant a license to access audio visual content digitally for delivery and repeated viewing over an indefinite period of time ("Screener"); (b) purchase a license to access audio visual content digitally for delivery and repeated public viewing over a finite period of time established by Film Bureau in its sole discretion ( "Rental"). Screener and Rental are referred to herein as the "Distribution Modes". The Service may be offered on a stand-alone basis and/or bundled with other products, services, or offerings. As between the parties, Film Bureau will have sole control over the Service, all features, terms, and other aspects thereof (including, without limitation, the rights and entitlements granted to authorized users with respect to Screeners and Rentals, the terms under which the Service is offered and the sale of advertisements in connection with the Service); provided, however, that Film Bureau's distribution of Titles on the Service shall be in accordance with the terms of this Agreement. Without limiting the foregoing, you acknowledge that Film Bureau may (i) make the Service available through any websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive Screeners and Rentals to audio-visual content the right to access such content via streaming, download, and any means of theatrical distribution now known or hereafter devised, for online or offline viewing on any device supported by the Service, and (iii) deliver audio-visual content on the Service via any means now known or hereafter devised (including, without limitation, cable, wire, fiber, satellite, wireless, cellular and/or physical distribution).
7. License Fee Payment: Subject to the limitations set forth in this Section, Film Bureau will pay you the applicable license fees set forth below ("License Fees") for each customer booking of Titles for screeners or Rentals. Such License Fees are the only compensation payable to you under this Agreement and constitute full and complete compensation to you for all rights granted under this Agreement. Film Bureau will calculate, report and pay the License Fees in arrears within ninety (90) days after the completion of the applicable calendar month. You will receive payment from Film Bureau via electronic funds transfer unless electronic funds transfer is not available for the address provided for your account, in which case you will receive payment by wire transfer. Notwithstanding anything to the contrary herein, if you receive payment via wire transfer, Film Bureau may withhold payment until you have reached the minimum threshold in accrued License Fees for the applicable local marketplace as set forth on the Program Site. You will also be responsible for any fees imposed by your bank or any intermediary bank. For the purposes of calculating License Fee payments, p (i) the "Purchase Price" for a customer's right to access Titles via Screeners or Rentals will equal the amount actually paid by the authorized user for that access, exclusive of any taxes, and (ii) Film Bureau will be entitled to an adjustment for customer refunds and credits and for amounts not collected due to bad debt. If we pay you License Fees on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the License Fees that we previously paid to you for the sale against future License Fees, or require you to remit that amount to us. If a third party asserts that you did not have all rights required to make one of your Titles available through the Service or if we determine that you may be in breach of this Agreement, we may withhold all License Fees due to you pending resolution of the issue. If we determine that you did not have all of the required rights or that you have otherwise breached this Agreement with regard to a Title, we will not owe you License Fees for that Title and we may offset any of the License Fees that were previously paid against future License Fees, or require you to remit a refund to us. We may also withhold and offset any sums you owe to us against amounts that are payable to you. When this Agreement terminates, we may withhold all License Fees due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any customer refunds or other offsets to which we are entitled. If we terminate your account because of your breach of this Agreement, you will forfeit any License Fees not paid from the date of the notice of termination. If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account. Our exercise of these rights does not limit other rights we may have to withhold or offset License Fees or exercise other remedies under applicable law. For clarity, Film Bureau will not be obligated to pay License Fees for Non-transactional Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Screeners or Rental. Film Bureau may sell your Titles using multiple currencies. You may elect on the Program Site to receive any License Fees owed to you (i) in the local currency applicable for the Titles viewed in each territory (the "Sale Currency") or (ii) the currency of a single territory in which the Titles are viewed. If we pay you in a currency other than the Sale Currency, we will convert the License Fees owed from the Sale Currency to the payment currency at a market exchange rate that we or our bank determine, which will be inclusive of all fees and charges for the conversion.
8. Taxes: As between the Parties, Film Bureau will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes ("VAT") or similar taxes (collectively "Transaction Taxes") applicable to Bookings by customers. Film Bureau will not be required to pay any taxes imposed on or measured by your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to you under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise. All payments payable by Film Bureau to you under this Agreement are inclusive of all Transaction Taxes that apply to the license of the Titles by you to Film Bureau, unless Film Bureau advises you otherwise. If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply Film Bureau with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable Film Bureau to claim credit for these taxes as applicable. Film Bureau may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then Film Bureau will (i) deduct such taxes from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws. Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities; provided, any charges toward the stamp duty payable under the applicable laws shall be borne by you. Throughout the term of this Agreement, you will provide Film Bureau with any forms, documents or other certifications as may be required by Film Bureau to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
9. Delivery of Content: For each Title, Content Provider, at its sole cost, will deliver to Film Bureau the Delivery Materials in accordance with such technical specifications as provided by Film Bureau to Content Provider (including, without limitation, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags). Content Provider authorizes Film Bureau to re-purpose and otherwise use in accordance with this Agreement (i) any Delivery Materials previously delivered to Film Bureau or its Affiliates by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Delivery Materials delivered by Content Provider under this Agreement, for purposes of Film Bureau exercising any rights granted to Film Bureau in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Delivery Materials have previously been delivered to Film Bureau by a third party, Content Provider will obtain any necessary clearances from such third party (if any) on behalf of Film Bureau and/or use its best efforts to assist Film Bureau in obtaining any such necessary clearances, to enable Film Bureau to use such previously delivered Delivery Materials. You will have no obligation to re-deliver Delivery Materials, except as necessary to comply with other obligations set forth pursuant to the terms of this Agreement.
With respect to each Title, the "Delivery Materials" means (i) a copy of the Title at the highest resolution available to you to one of Film Bureau's preferred vendors, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with Film Bureau's technical specifications, but in any event, in accordance with applicable law for the Territory and Section 11 of this Agreement and (iv) all metadata associated with the Title. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.
10. Representations and Warranties: You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant to Film Bureau and its Affiliates, and have obtained all necessary clearances and releases to grant to Film Bureau and its Affiliates, all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate and (iii) the Delivery Materials and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory. All rights granted to Film Bureau herein shall not be deemed to have lapsed at any time in accordance with the applicable law of the Territory, including for the avoidance of doubt, as applicable, Section 19(4) read with Section 30-A of the Indian Copyright Act, 1957.
You further represents and warrants that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and is not owned or controlled by such a party), including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority. You acknowledge that Film Bureau's Code of Business Conduct and Ethics (the"Code") prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You will not violate or knowingly permit anyone to violate the Code's prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. Film Bureau may immediately terminate or suspend performance under this Agreement if you breach this requirement.
11. Closed Captions; Subtitles: You will deliver closed captions for all Titles in accordance with Film Bureau's technical specifications as provided on the Program Site, but in any event, in accordance with applicable law for the Territory. You may not be able to publish a Title via one or more Distribution Modes in certain Territories until Film Bureau has received closed captions from you. You will deliver English language versions of the Titles, unless the original version of a Title is not in English, in which case you will deliver (i) either audio descriptions, subtitles or dubbed language tracks and (ii) the title and synopsis information for the Title, in each case, in at least one core language identified by Film Bureau for the Territory. Film Bureau may create, insert and distribute closed captions, audio descriptions, dubbed language tracks and subtitles for Titles in any language and may use or distribute any such closed caption, dubbed language track, subtitle file or audio description it creates in any Territory. In connection with such creation, Film Bureau will use its reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Title.
12. Geo-filtering; Access Controls: Film Bureau will utilize geo-filtering techniques and digital rights management technology as may be approved by at least one major studio in connection with its distribution of titles via the Service. Content Provider agrees that Film Bureau shall be deemed to be exercising the rights granted herein solely within the Territory as long as Film Bureau complies with the foregoing. Content Provider acknowledges that Film Bureau makes no representation as to the efficacy of any geo filtering technique or digital rights management technology it employs and agrees that Film Bureau shall not be responsible for the failure of such. Content Provider acknowledges and agrees that: (i) Content Provider's ability to suspend distribution of Titles on the Service shall be Content Provider's sole and exclusive right and remedy, and Film Bureau's sole and exclusive obligation, for any circumvention or failure of any geo filtering techniques or digital rights management technology used by Film Bureau on the Service for Titles and (ii) Content Provider shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.
13. Content Requirements: You must ensure that all of your Titles are in compliance with our policies for content at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title into compliance if it is to be distributed via the Service. If you discover that any information you have provided to us for a Title is inaccurate or incomplete, you must promptly submit corrected information to us. We can determine what content we accept and distribute on the Service in our sole discretion. If we request that you provide additional information relating to your Titles, such as information confirming that you have all rights required to permit our distribution of the Titles, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles and the accuracy of the information or documentation you provide to us with respect to those rights. We may remove or modify the Titles, the metadata, cover art and product description you provide for your Titles for any reason, including if we determine that it does not comply with Film Bureau's content policy guidelines. We will promptly notify you of any such removal of a Title. You may not include any advertisements or other content that is primarily intended to advertise or promote products or services. If available, you will provide local content ratings in each country in which you distribute your Titles from the applicable local ratings authorities. Nothing herein shall restrict Film Bureau from, at its sole cost, obtaining ratings information for the Titles in any country within the Territory or generating its own ratings for the Titles.
14. Title Withdrawal: You may withdraw your Titles from availability on the Service at any time on thirty (30) business days advance notice by following the then current Program procedures for Title withdrawal or de-activation; provided that you may not remove a Title other than in accordance with the Guidelines, in each case, unless you either (i) lose any rights or other licenses, consents or permissions relating to any specific Title that are necessary for you to grant the rights granted hereunder or (ii) receive written notice of a third-party claim relating to a Title, which reasonably could result in legal liability for you; provided that Film Bureau will only be obligated to withdraw the Title if you also concurrently obligate other services to withdraw the Title. We may fulfill any customer orders completed through the date the Titles are available on the Service. All withdrawals of Titles will apply prospectively only and not with respect to any customers who booked the Titles prior to the date of removal, meaning that we will allow any customer who has previously booked a Title to play the Title, as applicable, after it has been withdrawn from the Service to the extent that such customer purchased those rights prior to the withdrawal.
15. Ownership: Feedback Subject to the rights you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Titles. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Program Site and all Film Bureau properties, and any materials we use or provide to you for use relating to your Titles (such as a generic cover image used for your Titles if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Program Site and related marketing, but our use of the Titles will be subject to the terms of this Agreement. If you elect to provide suggestions, ideas, or other feedback to Film Bureau or any of its Affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site ("Feedback"), Film Bureau and its Affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.
16. Termination of Agreement: If either party is in breach of this Agreement and fails to cure such breach within 30 days following written notice from the other party, the non-breaching party may terminate this Agreement upon 5 business days written notice to the breaching party. Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 16 through 20.
17. Indemnification: You will indemnify, defend and hold harmless Film Bureau, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys fees and court costs) brought against Film Bureau that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; or (b) any claim that Film Bureau's exercise of the rights granted by you under this Agreement violates any law or regulation or the right(s) of any third party (individually, a "Claim", and collectively, the "Claims"). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations).
18. Limitation of Liability: FILM BUREAU WILL NOT BE LIABLE TO THE CONTENT PROVIDER FOR ANY LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF FILM BUREAU HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. FILM BUREAU WILL NOT BE LIABLE TO CONTENT PROVIDER FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHER THEORY) OR OTHERWISE, FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AMOUNT OF FEES DUE AND PAYABLE BY FILM BUREAU UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT BE DEEMED TO WAIVE ANY OF CONTENT PROVIDER'S RIGHTS AT LAW OR IN EQUITY TO ENFORCE THIS AGREEMENT WITH RESPECT TO UNDISPUTED LICENSE FEE PAYMENTS DUE TO CONTENT PROVIDER BY FILM BUREAU HEREUNDER. THE SERVICE IS MADE AVAILABLE ON AN AS IS BASIS AND FILM BUREAU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION, (I) THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, OR OPERATE WITHOUT ERROR OR (II) AS TO THE VOLUME OF SALES OR LICENSE FEES THAT WILL BE GENERATED BY TITLES CONTENT ON THE SERVICE. TO THE EXTENT REQUIRED BY LAW IN THE RELEVANT JURISDICTION OF THE PARTIES, THE PARTIES DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY SUCH APPLICABLE LAW.
19. Confidentiality: You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose Film Bureau Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Film Bureau Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Film Bureau Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Film Bureau Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Film Bureau Confidential Information so disclosed. "Film Bureau Confidential Information" means (1) any information regarding Film Bureau, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program. Film Bureau Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Film Bureau Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 4 will survive three years following the termination of this Agreement.
20. Miscellaneous: All rights granted to Film Bureau under this Agreement may be exercised by Film Bureau, its Affiliates, and subcontractors providing services in connection with the Service. Any Film Bureau Affiliate may join as a party to this Agreement and will notify you if it does so. The joining Film Bureau Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each Film Bureau party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Film Bureau parties. In addition, each Film Bureau party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by Film Bureau in its sole discretion. You may not assign any of your rights or obligations under this Agreement without the prior written consent of Film Bureau. A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. For the purposes of this Agreement, Film Bureau and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between Film Bureau and you. You will not represent yourself to be an employee, representative, or agent of Film Bureau or misrepresent the nature of your affiliation with Film Bureau or the Program Site. You will have no authority to enter into any agreement on Film Bureau's behalf or in Film Bureau's name or otherwise bind Film Bureau to any agreement or obligation.
Any dispute or claim arising from or relating to this Agreement or the Program is subject to the binding arbitration, governing law, disclaimer of warranties and limitation of liability and all other terms in the Film Bureau.com Conditions of Use. You agree to those terms by entering into this Agreement or using the Program. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the State of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Film Bureau relating to this Agreement or the Program.
To be effective, except where specified otherwise in this Agreement, any notice hereunder by either party must be in writing and delivered (i) if by Film Bureau, via email using the email address provided in your Program account, posting on the Program Site or message through your Program account or (ii) if by you, via email, to [email protected] with a copy to [email protected] Notices will be effective and deemed received on the date transmitted or posted. This Agreement constitutes the complete and final agreement of the parties pertaining to the subject matter of this Agreement and supersede the parties prior agreements, understandings, and discussions related to the subject matter of this Agreement. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law. Nothing in this Agreement will restrict Film Bureau from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.