Last Updated Date: January 11, 2022
PLEASE BE AWARE THAT SECTION 15 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
PLEASE BE AWARE THAT SECTION 1.5 (COMPANY COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
1. USE OF THE SERVICES AND COMPANY PROPERTIES.
1.1 How the Services Works. The Website offers a “Support our Story” feature that helps content creators on our platform (each a “Creator” and collectively “Creators”) raise money to aid in the creation of their content, such as movies, videos and TV series (“Campaigns”). Users can support a Creator’s Campaign (each, a “Supporter” and collectively “Supporters”) by pledging a monetary contribution to the Campaign to the Creator (“Pledge”).
1.2 Creator Rules. The following Section is applicable to Creators who hereby agree to be bound by same, in addition to all other rules and regulations applicable to Users under these Terms of Service:
(a) Launching a Campaign. Launching a Campaign initiates the onboarding process to build a campaign to fundraise for your Campaign. The Creator must fill out the launch forms on the Website, select a 30-day or less fundraising period and submit them to the Company for approval. Approval of a Campaign is based on answers to the questions in the forms, including incentives offered for the Campaign’s Supporters, the purpose of the Campaign, the content and themes present in the campaign, including whether such Campaigns feature objectionable content such obscene or excessive violence, and a clear production schedule. The Company may provide feedback on Campaign materials in an effort to provide guidance to best set the Campaign up for success, though the Company makes no guarantees of any particular results or Campaign contributions. The Company may require a Creator to incorporate particular feedback prior to obtaining Campaign approval, as may be determined by the Company is its sole discretion. Approval or disapproval of a proposed Campaign is in the sole discretion of Company.
(b) Maintaining Your Campaign. A Creator cannot change the Campaign’s name without the approval of the Company. Company reserves the right to reject, cancel, interrupt, remove, or suspend a Campaign at any time and for any reason. Supporters do not have access to reach out to Creators through the Services. The Creator is solely responsible for providing timely updates to their Supporters within a reasonable time after the Campaign closes. Creators will have access to their Supporter’s information through their Campaign dashboard.
(c) Eligible Perks. Creators may offer Supporters additional perks in connection with their Campaigns, such as t-shirts, exclusive viewings of their content, stickers, etc. (each, a “Perk”). Perks may not consist of, and Creators may not offer or sell, securities, equity investments, ownership interests or distribution rights in their Campaigns through the Website. By offering a Perk, the Creator represents and warrants that: (i) it has all necessary rights, licenses and authority to offer, sell and distribute the Perk via the Services; (ii) the Perk does not violate the rights of any third party, including any third party’s intellectual property rights or rights of privacy or publicity; (iii) the Perk does not constitute or consist of any security, equity investment, ownership right or distribution right in any Campaign, the Creator or its company(ies) or content; and (iv) the Perk complies with all applicable laws and does not contain any obscene, derogatory, libelous, slanderous, hateful, violent or otherwise objectionable content. Creators are solely responsible for the fulfillment of their Perks in a timely manner, and are solely responsible for arranging fulfillment with the applicable Support. You agree to indemnify and hold harmless the Company from any damages, losses, liabilities, costs and expenses incurred by the Company in connection with any claim arising from your Perks, including any claims arising from your breach of this Section.
(d) Receiving Pledged Funds. Creators are solely responsible for setting the amount of money they hope to raise in connection with their Campaigns (each, a “Campaign Goal”). Creators may also set goals that are less than their Campaign Goal, which may reflect the minimum amount they hope to raise in order to pursue their project (each, a “Campaign Minimum”). Subject to the terms herein (including the Company’s fees and the repayment provisions provided below), Creators acknowledge and agree that Pledges (less the Company’s applicable fees) will only be released to them if the Campaign has met its Campaign Goal or Campaign Minimum, if any. If the Campaign does not receive Pledges that meet or exceed its Campaign Goal, or if applicable Campaign Minimum, by the end of the Campaign, the Creator will not receive any Pledged amounts. Notwithstanding the foregoing, Company may in any instance withhold the provision of Pledged funds if it believes (in its sole discretion) that such Pledge may ultimately not be honored, is fraudulent, or is suspicious in any manner.
(e) Use and Verification of Campaign Funds and Creator Identity. Creators may only use Pledged amounts for the purpose of financing their Campaign, and you, as a creator, represent, warrant and covenant to use Pledged amounts solely for that purpose. Any Pledged funds may be subject to verification of the identity of the Creator, the use of Pledged funds, and the timeline of the Campaign. The verification procedure may involve an interview and/or audit and document review if deemed necessary and may vary from time to time in Company’s sole discretion. If at any time while a fundraising period is open or within thirty (30) days after the close of a fundraising period Company makes a good faith determination that Creator’s identity or the Campaign’s timeline is false, or that the Campaign funds have not been used solely on behalf of the Campaign, the Company may withhold the dispersal of Pledged amounts, or if such amounts have already been released, the Creator will promptly refund the entire amount of Campaign funds to the Supporters, including any fees deducted by Company.
(f) Compliance with the Law. Creator is solely responsible for compliance with all applicable law in relation to their Campaign or use of the Services. Campaign funds may not be raised for the purposes of, but not limited to, (1) the violation of any law, regulation, industry requirement, or third-party guidelines or agreements by which Creator bound, including those of payment card providers and transaction processors used within the Services; (2) to create fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact; and/or (3) promoting hate, violence, harassment, bullying, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, gender identity, gender expression, serious disabilities or diseases. Company reserves the right to remove any Campaign and/or investigate any Creator who, in our sole discretion, violates any of the terms in this Agreement. We further reserve the right, without limitation, to ban or disable your use of the Services, remove the offending Content, suspend or terminate your account, stop and refund all Pledged funds to the respective Supporter, freeze or place a hold on Pledged funds, and report you to law enforcement authorities or otherwise take appropriate legal action including seeking restitution on behalf of the Company and/or our Users.
(g) Campaign Extension. From time to time, the Company may grant Creators additional time to Campaign meet their Campaign Goals or Campaign Minimums. Any such extension is granted by the Company in its sole discretion. Creator acknowledges that any extension does not guarantee any particular results or that your Campaign Goals or Campaign Minimums will be achieved.
(h) Campaign Updates and Fulfillment. Creators agree to post periodic updates regarding the status of the Campaign, including any changes or delays in the production schedule or the delivery date of incentive awards. If a Campaign is successfully funded using the Website and its Services, Creator is required to produce the promised film, show or pitched Campaign, substantially as represented in their Campaign. Creator agrees to indemnify and hold harmless the Company against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Company in connection with any claim arising from such failure. Creator shall acknowledge the Company by including the Company name and logo in the credits of the completed production, in accordance with the specifications provided on the Creator’s Campaign dashboard.
(i) No Guarantee of Success or any Results.PLEASE NOTE THAT THE WEBSITE AND SERVICES OFFER CREATORS THE CHANCE TO RAISE FUNDING TOWARDS THEIR CAMPAIGNS, BUT THAT THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR OTHER GUARANTEE OF ANY PARTICULAR RESULTS OR AMOUNTS RAISED. THE COMPANY DOES NOT GUARANTEE ANY PARTICULAR LEVELS OF TRAFFIC, VIEWS, CLICKS OR INTEREST IN YOUR CAMPAIGNS. YOU FURTHER ACKNOWLEDGE THAT THE YOU ARE SOLELY RESPONSIBLE FOR THE MANAGEMENT OF YOUR CAMPAIGNS, INCLUDING SETTING REALISTIC CAMPAIGN GOALS AND CAMPAIGN MINIMUMS AND PROMOTING YOUR CAMPAIGNS. THE COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR THE ADEQUACY/INADEQUACY OF ANY PLEDGED AMOUNTS YOU ACTUALLY RECEIVE IN CONNECTION WITH YOUR CAMPAIGNS.
1.3 Supporter Rules.
(a) Pledges. A Supporter can make a pledge of any amount they wish with respect to any particular Campaign. Supporters understand and agree that Pledges are made for the purposes of helping a Campaign reach its Campaign Goals and/or Campaign Minimums, if applicable. Only United States resident may make a Pledge. Supporters receive no monetary or other financial gain for making a Pledge. At the time a Pledge is made, the Company’s third party payment processor will charge the Supporter’s payment method for the amount pledged. If the Campaign meets or exceeds its Campaign Goals and/or Campaign Minimums, if applicable, the Supporter’s Pledge will be distributed to the applicable Creator.If, however, the applicable Campaign does not meet its Campaign Goals or Campaign Minimums, if applicable, by the end of the campaign period, including any extensions thereto, the Company’s third party payment processor will refund Supporter its Pledged amounts to the payment method used to make the Pledge.
(b) Pledge Rights. Making a Pledge does not give you, or entitle you to, (1) any rights in or to that Campaign, including without limitation any ownership, control, equity, investment or distribution rights in the Campaign or any content associated therewith; (2) any rights to limit the ability of the Creator to solicit other funding for the Campaign, enter into contracts for the Campaign, allocate rights in or to the Campaign or direct the Campaign or Creator in any way; (3) any rights to distribute, license, or otherwise screen the content except as agreed upon with the Creator; (4) any rights to restrict or otherwise limit the Company’s right to enter into agreements or business relationships relating to Campaigns, or provide you any rights in and to the Website and its Services; or (5) give you any rights to demand a refund from a Creator.
(c) Campaign Extension. Supporters acknowledge that certain Campaigns may be extended past their original deadlines, as determined by the Company in its sole discretion. Any extension of a Campaign does not entitle Supporters to revoke or demand a refund of their Pledges based on a Campaign extension.
(d) Pledge at Your Own Risk. Pledges are made at your sole risk and in your sole discretion. You are not guaranteed any particular outcomes, results or assurances in connection with any Pledge. You are solely responsible for determining whether a Pledge (or any portion thereof) is tax-deductible or bears any tax consequences and are advised to consult a tax professional.
1.4 Coaching Services and Specialized Coaching Services. If you are a Creator, you may contact us to seek guidance and resources in achieving your Campaign Goals (the “Coaching Service”). Company has no obligation to provide this Coaching Service, unless otherwise agreed by Company. If the Company has agreed to provide any Coaching Services, the Company will make reasonable endeavors to provide the Coaching Services in a professional and workmanlike manner. If Creator desires additional Coaching Services, Creator has the option to purchase additional specialized Coaching Services (“Specialized Coaching Services”) by contacting the Company at email@example.com. While the Coaching Services and Specialized Coaching Services provide tools and resources to assist in achieving Campaign Goals, Company does not guarantee any Campaign will meet its Campaign Goals or Campaign Minimums through such Coaching Services and/or Specialized Coaching Services. In addition, the Coaching Services and Specialized Coaching Services do not guarantee any Creator any increased traffic, views, clicks, interest or position on the Services. The Creator is solely responsible for their Campaign, including whether to implement any advice or other feedback provided by the Company in connection with the Coaching Services and Specialized Coaching Services. Furthermore, Coaching Services and Specialized Coaching Services may mention social media platforms in the materials and videos provided. Company is not affiliated with these social media platforms.
1.5 Your Use of the Website. The Website, the Services, and the information and content (other than Your Content and User Content (as each are defined below)) available on the Website (as these terms are defined herein) (each, a “Company Property” and collectively, the “Company Properties”) are protected by copyright laws throughout the world.
1.6 Updates. You understand that Company Properties are evolving. You acknowledge and agree that Company may update Company Properties with or without notifying you. You may need to update third-party software from time to time in order to use Company Properties.
1.7 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.
1.8 Company Communications. By entering into this Agreement or using the Company Properties, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Company Properties, updates concerning new and existing features on the Company Properties, communications concerning promotions run by us or our third-party partners, and news concerning the Company and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
2.1 Registering Your Account. In order to access certain features of the Website, you will have to create an account on the Services (“Registered User”) and provide certain information about yourself as prompted by the Website. You represent and warrant that: (a) all required registration information you submit is true and accurate; and (b) you will maintain and promptly update such information to keep it true and accurate. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof).Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.
2.2 No Subsequent Registration. If your registration(s) with, or ability to access Company Properties is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Company Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
3. RESPONSIBILITY FOR CONTENT.
3.1 Types of Content. You acknowledge that all content including any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Company Properties (collectively, “Content”).is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”), and that you and other Registered Users of Company Properties, and not Company, are similarly responsible for all Content that you and they Make Available through Company Properties (“User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that Company has no obligation to pre-screen Content (including, but not limited to, User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company’s benefit, not yours. Without limiting the foregoing, Company shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content that you Make Available on Company Properties. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties.Certain Services may enable you to specify the level at which such Services restrict access to Your Content.You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Company retains the right to create reasonable limits on Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Company in its sole discretion.
4.1 Company Properties.Except with respect to Your Content and User Content, you agree that Company and its suppliers own all rights, title and interest in Company Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.
4.2 Trademarks. Avenida Productions, the Company’s stylized mark and all related graphics, logos, service marks and trade names used on or in connection with any Company Properties or in connection with the Services are the trademarks of Company and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners.
4.3 Your Content.Company does not claim ownership of Your Content. However, when you post or publish Your Content on or in Company Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.4 License to Your Content.Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of (i) operating and providing Company Properties to you and to our other Registered Users, and (ii) advertising the Company Properties and the Campaigns therein. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Company Properties. You may not post or submit for print services a photograph of another person without that person’s permission.
4.5 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Company Properties, you hereby expressly permit Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties and/or Company’s business.
5. USER CONDUCT.As a condition of use, you agree not to use Company Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Company Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Company; (vi) interferes with or attempt to interfere with the proper functioning of Company Properties or uses Company Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Company Properties, including but not limited to violating or attempting to violate any security features of Company Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Company Properties, introducing viruses, worms, or similar harmful code into Company Properties, or interfering or attempting to interfere with use of Company Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Company Properties.
6. INVESTIGATIONS.Company may, but is not obligated to, monitor or review Company Properties and Content at any time.Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Company does not generally monitor user activity occurring in connection with Company Properties or Content, if Company becomes aware of any possible violations by you of any provision of the Agreement, Company reserves the right to investigate such violations, and Company may, at its sole discretion, immediately terminate your license to use Company Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
7. INTERACTIONS WITH OTHER USERS.
7.1 User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Company reserves the right, but has no obligation, to intercede in such disputes. You agree that Company will not be responsible for any liability incurred as the result of such interactions.
7.2 Content Provided by Other Users.Company Properties may contain User Content provided by other Registered Users. Company is not responsible for and does not control User Content.Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
8. FEES AND PURCHASE TERMS.
8.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Company with your credit card number and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card used for payment hereunder. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.
(a) Creator. You must have a valid Stripe account in order for the Company to direct the transfer of Pledged funds into your account. Company will charge and automatically deduct its then-current fees from any Pledged amounts you are entitled to in accordance with this Agreement. Pledged funds of successful Campaigns will be released fourteen (14) business days after the end of the fundraising period, unless there is additional verification required by Stripe. Creator is responsible for the Stripe fees charged with their Campaign’s Pledged funds.
(b) Supporter. Supporters will be charged for the exact amount they Pledge. Supporters will be charged at the time they make a Pledge. Supporter agrees to authorize Company or its third-party payment processors to charge on Supporter’s payment card or other payment method for an amount up to the full Pledge immediately at the time of the Pledge. In the event Support makes a Pledge to a Campaign that does not meet its Campaign Goals or Campaign Minimums, if any, by the end of the applicable campaign period, including any extensions thereto, the Company or its third party payment processor will refund to Supporter such Pledged amounts to the payment card or payment method used by Supporter to make the Pledge.
8.2 Taxes. The payments required under this Section of this Agreement do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If Company determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the payments required under this Section of this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
8.3 Withholding Taxes. You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
8.4 Advertising Revenue.Company reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Company has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Company as a result of such advertising).
9. Indemnification. You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Company Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; (e) your Perks, including any failure to perform or provide any such Perks; or (f) your violation of any applicable laws, rules or regulations.Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
(a) COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) From time to time, Company may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Company’s sole discretion.The provisions of this section apply with full force to such features or tools.
10.2 No Liability for Conduct of Third Parties.YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
10.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES. COMPANY IS NOT RESPONSIBLE FOR ANY INTERACTIONS, WHETHER ECONOMIC OR NOT, BETWEEN THE CREATOR AND SUPPORTER.
10.4 No Liability for Conduct of Coaches. COMPANY MAKES NO WARRANTY THAT ANY OF THE COACHING SERVICES, INCLUDING SPECIALIZED COACHING SERVICES, PROVIDED WILL MEET YOUR REQUIREMENTS OF A SUCCESSFUL CAMPAIGN PROJECT OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH COMPANY PROPERTIES.
10.5 No Liability for the Progress of the Campaign. COMPANY MAKES NO GUARANTEE THAT YOU WILL MEET YOUR FUNDING GOALS, INCLUDING ANY CAMPAIGN GOALS OR CAMPAIGN MINIMUMS. COMPANY MAKES NO GUARANTEE REGARDING THE NUMBER OR AMOUNT OF PLEDGES, THE AMOUNT OF TRAFFIC, VIEWS, CLICKS OR INTEREST IN YOUR CAMPAIGN OR THE AMOUNT OF ANY CAMPAIGN FUNDING PAYMENT ACTUALLY RECEIVED WILL MEET YOUR NEEDS OR BE SUFFICIENT FOR YOUR CAMPAIGN.
10.6 Third-Party Materials. AS A PART OF COMPANY PROPERTIES, YOU MAY HAVE ACCESS TO MATERIALS THAT ARE HOSTED BY ANOTHER PARTY. YOU AGREE THAT IT IS IMPOSSIBLE FOR COMPANY TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.
11. LIMITATION OF LIABILITY.
11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) IF YOU ARE A SUPPORTER, THE TOTAL AMOUNT PAID TO Company by you WITH RESPECT TO THE CAMPAIGN OR PLEDGE giving rise to such liability; (b) IF YOU ARE A CREATOR, THE TOTAL AMOUNTS PAYABLE BY cOMPANY TO YOU WITH RESPECT TO THE CAMPAIGN OR PLEDGE, (c) $100; or (d) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Company’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Company Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Company Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.Contact information for Company’s Copyright Agent for notice of claims of copyright infringement is as follows:
Support Our Story Copyright Agent
1908 Beverly Blvd.
Los Angeles, CA 90057
12. MONITORING AND ENFORCEMENT.Company reserves the right to: (a) remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company Properties or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or (e) terminate or suspend your access to all or part of the Company Properties for any or no reason, including without limitation, any violation of this Agreement.
If Company becomes aware of any possible violations by you of the Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Company’s possession in connection with your use of Company Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its Registered Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.
13. TERM AND TERMINATION.
13.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement.
13.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Company Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Company Properties, unless earlier terminated in accordance with the Agreement.
13.3 Termination of Services by Company. The Company may terminate this Agreement at any time, with or without notice of cause, including, without limitation, if timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.
13.4 Termination of Services by You. If you want to terminate the Services provided by Company, you may do so by (a) notifying Company at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Company’s address set forth below.
13.5 Effect of Termination.Termination of any Service includes removal of access to such Service and barring of further use of the Service.Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. Upon termination of the Services, any Campaign funds made towards unsuccessful Campaign will be promptly refunded to the Supporters for their respective Pledged amounts to the payment card or payment method used by Supporter to make the Pledge.
14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with Company and limits the manner in which you can seek relief from us.
14.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
14.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Attn: Nelson Grande, Avenida Entertainment Group, Inc, 1098 Beverly Blvd, Los Angeles, CA 90057. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Company will pay them for you. In addition, Company will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
14.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company.The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
14.4 Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
14.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org, within thirty calendar (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
14.7 Severability. Except as provided in Section 15.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
14.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
14.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Company at the following address: Attn: Nelson Grande, Avenida Entertainment Group, Inc, 1098 Beverly Blvd, Los Angeles, CA 90057.
15. THIRD-PARTY SERVICES.
15.2 Third-Party Websites, Applications and Ads. Company Properties may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Company Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Company. Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Company provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
16. GENERAL PROVISIONS.
16.1 Electronic Communications. The communications between you and Company may take place via electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
16.2 Release. You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any Campaigns, Perks, Pledges or any other interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
16.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.4 Force Majeure.Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California.
16.6 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
16.7 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
16.8 Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.You may give notice to Company at the following address: Attn: Nelson Grande, Avenida Entertainment Group, Inc, 1908 Beverly Blvd, Los Angeles, CA 90057. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
16.9 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.11 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.