Open Road Films

TERMS OF USE

 

 

Welcome to the general website for Open Road Films.  Open Road Films, LLC (“we”, “our” or “us”) operates the website at the domain names www.openroadfilms.com (“Our Site”).  The services offered by us include offering information and videos about our various films on Our Site and any of our successor websites as well as on our dedicated pages that may be hosted through third party websites, including social media sites such as Facebook and Twitter (“Third Party Sites”) (Our Site and the Third Party Sites shall hereinafter be collectively referred to as the “Websites”) and all other features, content, contests, or applications offered from time to time by us in connection with the Websites (collectively, the “Services”). The Services and Our Site are hosted in the United States.


This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Services and the Websites. By using the Services and/or Websites, you agree to be bound by this Agreement. You are only authorized to use the Services and/or Websites (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, please leave the Websites and discontinue use of the Services immediately. By accessing or using the Services, you are accepting and agreeing to be bound by this Agreement.

 

This Agreement includes our policy for acceptable use of the Services and governs your rights, obligations and restrictions regarding your use of the Services and the Websites, including your posting and usage of content on the Websites.  Because your privacy is important to us, this Agreement also incorporates, by this reference, our Privacy Policy www.openroadfilms.com/privacypolicy which explains how we collect and use your content and information. Please read the Privacy Policy.

 

Additionally, in order to participate in certain Services, such as contests or promotions occurring through Third Party Sites, you may be notified that you are required to agree to additional terms and conditions and such additional terms are hereby incorporated into this Agreement by this reference, including the terms and conditions of Third Party Sites.

 

We may modify this Agreement from time to time and such modification shall be effective upon posting on the Websites. You will be deemed to have agreed to any such modifications by your further use of the Websites or Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please leave the Websites and discontinue use of the Services immediately.

 

Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Websites or Services at any time (including refusing to post or removing anything posted by you), for any or no reason, with or without prior notice, and without liability, including in the event we stop offering the Services. We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the Websites or Services if we determine, in our sole discretion, that you have violated any of the terms of this Agreement. 

 

I.                   ONLINE CONDUCT

You, as a user, agree to use the Websites only for lawful purposes. You are prohibited from posting on or transmitting through Our Site or any Third Party Site (including in connection with any contests or promotions), any content, including any videos, graphics, music, sounds, performances, photographs, comments, information, data, software, graphs, typefaces, and other material of any kind, (collectively "Content"), or taking any other action of any kind, that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable, including but not limited to posting any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or other applicable law.

 

Any conduct by you in violation of the foregoing prohibitions may result in the denial of your access to the Websites or Services. If we are notified of any Content or other materials posted by you that violate the prohibitions herein, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content from the Websites.  In addition to any other rights described herein, we reserve at all times, the right to restrict your access to the Websites, remove any Content from the Websites, and/or prohibit any conduct or communication that we deem in our sole discretion to violate this Agreement or any applicable law or third party right or that may be harmful to us, to individual users, to the Websites, to the communities that use the Websites, or to any rights of Open Road Films, LLC, or any third party.  Notwithstanding the foregoing, we cannot ensure prompt removal of questionable Content after online posting. Accordingly, we shall assume no liability for any action or inaction with respect to conduct, communication, or Content on the Websites.

 

II.                CONTENT

            A.        Proprietary Rights

 

With the exception of Content which may be posted by other users of the Websites (“User Submissions”) and Content owned by Third Party Websites, all materials contained on the Websites, including all aspects of the Services and the software, graphics, text and look and feel of Our Site, and all trademarks, copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by Open Road Films, LLC, our subsidiaries or affiliated companies, our third party licensors, and/or our advertising partners.  You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Websites, in whole or in part.  

           

            B.        Distribution/Uploading Of Content

 

You are prohibited from posting on or transmitting through Our Site or any Third Party Sites (e.g., through uploaded content, an author chat or user forum, online review or comment posted on the Websites, or any contest submissions) any Content that infringes upon a third party’s intellectual property rights (including copyrights or trademark rights) or is defamatory, damaging, illegal, or offensive.  

 

It is our policy to terminate the continued access to Our Site of anyone who repeatedly infringes the copyright rights of others upon our receipt of proper notification from the copyright owner or the copyright owner’s legal agent. Any copyrighted or other proprietary Content distributed with the consent of a copyright owner should display a phrase such as "Copyright, [name of owner] [date]; used with permission." The unauthorized submission or distribution of copyrighted or other proprietary Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit. You will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission.

 

By submitting Content (“Your Content”) to any user-submission areas of the Websites, including, without limitation, uploading any materials or participation in any contests, promotions, chats or forums or posting Content in any comments section of the Websites, you automatically grant us, or warrant that the owner of such Content has expressly granted us, the royalty-free, irrevocable, sublicensable and transferable, non-exclusive right and license to use, reproduce, publish, translate, prepare derivative works of, copy, perform and distribute Your Content, including all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content, in whole or in part worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in Your Content. You also hereby grant each user of the Websites a non-exclusive license to access Your Content through the Websites, and to use, reproduce, distribute, display and perform Your Content as permitted through the functionality of the Websites and under this Agreement.  The above licenses granted by you in Your Content are perpetual and will only terminate if you’ve requested the removal or deletion of Your Content from the Websites (such license will terminate within a commercially reasonable time after your request to remove or delete Your Content).  You understand and agree, however, that we may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted.

 

Subject to these grants, you retain any and all rights which may exist in Your Content.

 

Notwithstanding any of the foregoing, our company policy does not allow us to accept or consider creative ideas, suggestions, or materials intended for motion pictures or other entertainment productions other than those that we have specifically requested.   The intent of this policy is to avoid the possibility of future misunderstandings when projects developed by our professional staff might seem to others to be similar to their own creative work. Please do not send us any unsolicited original creative materials such as stories or ideas, screenplays, or original artwork.  You agree that none of Your Content shall be subject to any obligation of confidence on our part and we shall not be liable for any use or disclosure of Your Content.  Anything you transmit or post may be used by Open Road Films or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting.  We may disclose any of Your Content or electronic communication of any kind for any reason, including without limitation: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Websites; (iii) to protect the rights or property of Open Road Films, LLC and our officers, directors, employees and agents; or (iv) to protect the Third Party Sites or Open Road Films Providers (as defined below) or any user.

 

C.        Representations and Warranties

 

You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of Your Content and to enable inclusion and use of Your Content in the manner contemplated by the Websites and this Agreement.  You further represent and warrant Your Content will not defame any third party and that the use of Your Content on the Websites will not violate or infringe upon the intellectual property rights, or the rights of privacy or publicity, of any third party.

                       

            D.        Third-Party Content & User Submissions

 

You acknowledge that Open Road Films, LLC is an online service provider that may post content supplied by third parties and users. We have no more editorial control over the Content posted by such third parties (including User Submissions) than does a public library or newsstand. Any opinions, advice, statements, judgments, services, offers, or other information that constitutes part of the Content expressed or made available by third parties, including User Submissions, are those of the respective authors or distributors and not of Open Road Films, LLC or its affiliates or any of their officers, directors, employees, or agents.

 

While we retain the right to filter or reject User Submissions and other Content posted by third parties, we review User Submissions and other third party Content in a limited gate-keeper fashion and have no obligation to investigate whether any Content or other User Submissions violate any term of this Agreement and will not do so in most cases.  We neither endorse nor are responsible for the User Submissions or any other Content posted to the Websites by anyone other than Open Road Films, LLC. 

 

Just as you retain complete ownership of Your Content (subject to the license to us granted above), all other users of the Websites retain ownership of their User Submissions.  You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any User Submissions in whole or in part.

           

            E.        Errors, Inaccuracies, and Omissions

 

Occasionally there may be information on our Websites that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Sites is inaccurate at any time without prior notice (including after you have submitted your order).

 

 

III.             NOTICE OF INFRINGEMENT

Without limiting the foregoing, if you believe that any Content, including User Submissions, or other materials, posted on the Websites constitutes an infringement of your copyrights, we will respond promptly to any properly submitted notice containing the information detailed below.  Pursuant to Title 17, United States Code, Section 512(c)(2), written notifications of claimed copyright infringement should be sent to our Designated Agent at the following contact information:

 

Service Provider:

 

Open Road Films, LLC

Name of Agent Designated to Receive Notification of Claimed Infringement:

 

Elliott Kleinberg

Full Address of Designated Agent to Which Notification Should be Sent:

 

12301 Wilshire Blvd.

Suite 600

Los Angeles, CA 90025

Telephone Number of Designated Agent:

 

310-696-7575

Facsimile Number of Designated Agent:

 

310-571-2278

Email Address of Designated Agent:

 

inquiries@openroadfilms.com

 

To be effective, the notification must be a written communication that includes the following:

 

1.         A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 

2.         Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

 

3.         Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

 

4.         Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

 

5.         A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

 

6.         A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

 

IV.             NON-COMMERCIAL USE

The Websites are for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Any use of the Websites or Services in violation of this provision, including communicating any advertisement or solicitation, or collecting usernames and/or email addresses of account holders by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Websites, is prohibited.

 

 

V.                AGE OF USERS

We do not intend the Websites to be used by minors under the age of 13 and specifically prohibit the use of the Websites by persons under the age of 13.  If you are between the ages of 13 and 17, you must obtain your parent or legal guardian’s permission before making use of the Services.  By doing either, you represent that your legal guardian has reviewed and agreed to this Agreement.



VI.             ELECTRONIC COMMUNICATIONS

When you visit the Websites or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

 

 

VII.          LINKS

The Websites may contain links to websites operated by third parties. We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites. If you choose to access any linked to third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site.

 

We reserve the right to disable links from or to third party sites.

 

 

VIII.       THIRD-PARTY MERCHANTS / PROVIDERS / SITES

The Websites may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such third party businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Services. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information.

 

In addition, as noted above, you may access our Services through pages hosted on Third Party Sites.  In addition to these terms of use and our Privacy Policy, by accessing the Third Party Sites, you are agreeing to the terms of use and privacy policies of those Third Party Sites.  You may be required to sign up for an account to access and use such Third Party Sites.  Please understand that the Third Party Sites may have different policies with respect to your use of such sites and/or the collection, use and disclosure of your personal information.  We have no control over and are not responsible for the actions of such Third Party Sites.  Therefore, you are encouraged to review the terms of use and privacy policies of all Third Party Sites as they will govern your access and use of such Third Party Sites.  Without limiting anything in the following section, we are not liable in any way for the actions, inactions or policies of Third Party Sites. In addition, your agreement and understanding with any such Third Party Site is solely between you and such site. We will not be a party to or in any way be responsible for your agreement with such Third Party Site.  Any disputes you may encounter with such Third Party Site shall be settled solely between you and the site.

 

 

IX.             DISCLAIMERS AND LIMITATION OF LIABILITY

OUR SITE IS PROVIDED BY US, AND OUR WEBHOST, AND THE THIRD PARTY SITES ARE PROVIDED BY THE APPLICABLE THIRD PARTIES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY THIRD-PARTY CONTENT PROVIDERS, MERCHANTS, ADVERTISERS, SPONSORS, SERVICE PROVIDERS OR LICENSORS (EACH AN “OPEN ROAD FILMS PROVIDER”) MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE WEBSITES, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF THE WEBSITES WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES; OR (IV) THAT THE WEBSITES, THEIR SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF OPEN ROAD FILMS, LLC ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.


UNDER NO CIRCUMSTANCES SHALL WE OR ANY OPEN ROAD FILMS PROVIDER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE WEBSITES, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE WEBSITES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OPEN ROAD FILMS, LLC’S RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE WEBSITES.


NEITHER WE NOR ANY OPEN ROAD FILMS PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE WEBSITES OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF WE OR SUCH OPEN ROAD FILMS PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES WILL OPEN ROAD FILMS, LLC BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID OPEN ROAD FILMS, LLC, LLC IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES.


CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

 

 

X.                INTERNATIONAL USE

The Websites are intended solely for users within the United States of America.  Accessing materials on the Websites by persons in certain countries other than the U.S. may not be lawful, and we make no representation that materials on the Websites are appropriate or available for use in locations outside the United States. If you choose to access the Websites from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable laws.

 

 

XI.             APPLICABLE LAW; JURISDICTION

The Websites are created and controlled by us in the State of California. As such, the laws of the State of California will govern these Terms of Use, without giving effect to any provisions of California law that direct the choice of another state’s laws.


You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California for any litigation arising out of or relating to use of or purchase made through the Websites (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the California Courts and agree not to plead or claim in any California Court that such litigation brought therein has been brought in an inconvenient forum.

 

 

XII.          BINDING ARBITRATION

Any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration.  The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement.  Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules.  The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations.  Discovery issues shall be decided by the arbitrator.  Post-hearing briefs shall be permitted.  The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s).  In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted.  The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award.  The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted.  Judgment on the award may be entered in any court of competent jurisdiction.  The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration.  However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).

 

 

XIII.       INDEMNITY

You agree to indemnify and hold us, the Open Road Films Providers, Third Party Sites, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Websites or Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Websites or through the Services causes us to be liable to another.

 

 

XIV.       SEVERABILITY

The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

 

 

XV.          ACKNOWLEDGMENT

This Agreement, including all documents referenced herein, represents the entire understanding between you and us regarding your relationship with us and supersedes any prior statements or representations. By using the Websites, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. This Agreement is deemed accepted upon any use of the Websites or any of the Services.  This Agreement constitutes the entire agreement between you and us regarding the use of the Websites and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

 

 

XVI.       MODIFICATION

We reserve the right to make changes to the Websites, posted policies and these Terms of Use at any time without notice.

 

Please contact us at inquiries@openroadfilms.com with any questions regarding this Agreement.