Terms and Conditions
Terms and Conditions
The use of the Northern Film Network Web site, currently located at www.northernfilmnetwork.ca (the "Site" ) and the services offered on and through the Site (such services and the Site shall collectively be referred to as the "Service" ) is subject to the terms and conditions of this membership agreement (the "Agreement" ). "You" or "Your" means an individual or entity to whom Cinéfest Sudbury has given the rights to use the Service pursuant to the terms of this Agreement.
Cinéfest Sudbury grants You the rights to use the Service described herein in consideration of Your acceptance of the terms and conditions of this Agreement. IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE "I ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS AND CONDITIONS OR OTHERWISE DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST CLICK THE "I DO NOT ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICE.
If You are using the Service on behalf of Your company or organization (collectively "Company" ), You represent that (a) You are duly authorized to represent Your Company and (b) You accept the terms and conditions of this Agreement on behalf of Your Company. The Service is protected by copyright and other applicable law. Any use of the Service other than as authorized under this Agreement is prohibited.
1. Description of the Service. Cinéfest Sudbury provides an online platform that enables users to view content via the website www.northernfilmnetwork.ca. Users view content via live streaming to the user's computer. Factors beyond the control of Cinéfest Sudbury, including but not limited to the user's Internet connection and bandwidth, may significantly impact the quality of the stream and the viewing experience, and may result in temporary or permanent transmission interruptions. Cinéfest Sudbury shall not be responsible for any problem, interruption, distortion, or any other type of technical difficulty directly or indirectly resulting from Your computer set-up, Internet connection, or any other such factors impacting Your viewing experience, and shall not reimburse the Stream Fee or otherwise compensate You or be liable for any type of damages, unless Cinéfest Sudbury, in its sole discretion, decides otherwise, in which case, Cinéfest Sudbury may use appropriate means, as it sees fit, to remedy the situation.
2. Changes to The Service and this Agreement. Cinéfest Sudbury reserves the right to modify, discontinue, temporarily or permanently, the Service and other offerings at any time without notice. You agree that Cinéfest Sudbury shall not be liable to You or any third party for any modification, suspension or discontinuance of the Service (or any portion thereof). Furthermore, You understand, acknowledge, and agree that Cinéfest Sudbury reserves the right to make, at its sole discretion, additions, deletions, changes and any other modifications (collectively, "Amendments" ) to this Agreement, at any time without notice, by posting the Amendments on the Site. Any such Amendments shall be effective immediately upon posting or at such other date and/or time as may be determined by Cinéfest Sudbury. You can review the most current version of this Agreement at any time at: www.northernfilmnetwork.ca. You will be able to determine if any Amendments have been made since your previous use of the Service by viewing the "Last Updated" information that appears at the top of this Agreement. It is Your responsibility to review the most current version of this Agreement prior to each use of the Service, and You fully agree to be bound by all of the terms and conditions of this Agreement and its Amendments.
3. Participation Restrictions. You may not use the Service if You are (i) not able to legally form binding contracts, or (ii) temporarily or indefinitely suspended from the Service. In the event that Cinéfest Sudbury discovers that You fit into one or both of these categories, Cinéfest Sudbury reserves the right to discontinue Your use of the Service and/or suspend or cancel Your account. Cinéfest Sudbury furthers reserves the right to refuse, cancel, or suspend permission for use of the Service to any users at any time in Cinéfest Sudbury's sole discretion, including without limitation, in such instances wherein Cinéfest Sudbury believes that You are or might be engaged in any form of fraudulent, illegal, or otherwise improper activity regarding the Service. Multiple accounts held by one person are subject to immediate termination at Cinéfest Sudbury’s sole discretion unless expressly authorized in writing (including by electronic mail) by Cinéfest Sudbury.
4. Registration. Registration. When registering to the Northern Film Network You agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You further agree to maintain and promptly update such information to keep it true, accurate, current and complete. Your registration to the Service will not be completed until Cinéfest Sudbury has verified the authenticity of the details submitted during the registration process. Upon verification, You will receive an email with your User Id and password. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under Your password and/or account. You agree to (a) immediately notify Cinefest Sudbury of any unauthorized use of Your account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Cinefest Sudbury cannot and will not be liable for any loss or damage arising from Your failure to comply with Section 4.
Payment. Payment of your fees in full must be received before Your account will be authenticated. Reports. Cinefest Sudbury will make available to You, via Your account, reports containing viewing information (MyPlaylist or Report). You acknowledge and agree that while Cinefest Sudbury uses commercially reasonable efforts to maintain the Report accurately, Cinefest Sudbury cannot guarantee that the Report does not contain any inaccuracies, omissions, or errors, and Cinefest Sudbury shall not be liable for any damage or loss that You suffer as a result of such inaccuracy, omission or error.
5. Proprietary Rights. This Agreement, the Site, the Content, and any other material on the Site ( "Works" ) are owned and controlled by Cinefest Sudbury, its affiliates, other parties that have licensed to Cinefest Sudbury the right to use their material, and other users of the Site, and are protected by Canadian and international copyright and other laws. Some of the names, characters, logos, trademarks, service marks, or other images displayed on the Site ( "Trademarks" ) are the registered and unregistered trademarks of Cinefest Sudbury or other parties and are protected by trademark and other laws. You acknowledge that these rights are valid and enforceable. Except as explicitly permitted, on a case-by-case and use-by-use basis, by the respective owner of the Works and Trademarks (collectively, the "Materials" ), You may not copy, modify, reproduce, republish, upload, post, display, perform, transmit, broadcast, or distribute the Site or any of the Materials available on or through the Site. Nothing contained in this Agreement shall purport to convey any ownership or other rights with respect to the Materials, and You acknowledge that by using the Site or Materials You do not acquire any ownership or other rights with respect thereto. You hereby covenant that You will not "steal" or otherwise copy, modify, distribute, or misappropriate, in whole or in part, any of the Materials contained on the Site and/or the "platform" or methods that Cinefest Sudbury uses to offer and perform its service, including without limitation, via electronic means (such as "spiders" or other electronic information-gathering processes). You acknowledge that the other parties that have licensed to Cinéfest Sudbury the right to use their material do so at their discretion, for a limited period of time, and/or that they can opt out of the service, and that Cinéfest Sudbury cannot guarantee ongoing access to any content uploaded by Cinéfest Sudbury or other parties.
6. Confidentiality. Unless Cinefest Sudbury expressly agrees otherwise, You agree to hold Cinefest Sudbury’s Confidential Information in strict confidence and not to disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or use such information for any purposes whatsoever other than as necessary in order to fulfill Your obligations or exercise Your rights under this Agreement. "Cinefest Sudbury Confidential Information" includes, without limitation: (i) all Cinefest Sudbury software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Service; (ii) any business information, including operations, planning, marketing interests, products, and any other reporting information provided by Cinefest Sudbury; and (iii) any other information designated (in writing, orally or in any other form) by Cinefest Sudbury, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. Cinefest Sudbury Confidential information does not include information that (a) has become publicly known through no breach by You, (b) was known by You at or before the time such information was received from Cinefest Sudbury, as evidenced by Your tangible (including written or electronic) records, (c) has been independently developed without access to Cinefest Sudbury’s Confidential Information and without breach of this Agreement, as evidenced by Your contemporaneous tangible (including written or electronic) records; (d) has been rightfully received by You from a third party that is not under an obligation of confidentiality with respect to such information; or (e) required to be disclosed by law or by a governmental authority.
7. No Offensive Content or Pornography. Cinefest Sudbury works to maintain a healthy and vibrant community. Please alert us with respect to any pornographic, obscene or offensive content available on the Site that we can investigate, take action against offenders, and report illegal activity to authorities. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with this Agreement or with the spirit of the Service.
8. Your Representations and Warranties. You represent and warrant to Cinefest Sudbury that: (a) You possess the legal right and ability to enter into this Agreement; and (b) You are 18 years of age or above, or if You are a minor between the ages of 13 and 18, You are supervised by Your parent or legal guardian who is the primary holder of the Cinefest Sudbury account.
9. Fees. Accessing the Site and searching for content is subject to the payment of a membership fee based on purchase of a 12-Month membership. Cinefest Sudbury may offer free or discounted memberships, for a specified period of time, during the initial population of the service, or throughout the life of the service, at the discretion of Cinefest Sudbury. Upon the completion of the specified free or discounted membership period, continuation of service will be based on the full membership prices as listed at the time of renewal. Otherwise access to the site will be terminated.
10. Disclaimer of Warranties. The Service provides a forum for the viewing and otherwise accessing of the Content. Cinefest Sudbury does not control the content of Content uploaded to or otherwise posted via the Service, and does not filter or screen any of the Content (except for random checks relating to technological specifications) nor endorse any of the Content. Therefore, Cinefest Sudbury is not in any way responsible for, and makes no warranty or representation herein to You or to any other user with respect to, the content of the Content or information or other material posted using the Service, including without limitation, the source, accuracy, integrity, appropriateness for certain audiences or purposes, nature, or quality thereof, or that such material is compliant with any law, standard, custom or practice, or that it reflects the views or opinions of Cinefest Sudbury or any of its officers, directors, shareholders, employees, representatives, agents, partners, contractors, and other affiliates. Neither the quality of the Content or any other materials offered through the Service, nor the integrity of rights with respect thereto shall be deemed to be guaranteed by Cinefest Sudbury. You are entirely responsible for all Content that You upload, post, email, or otherwise access and / or provide for access.
You understand that by using the Service, You may be exposed to Content that is offensive, indecent, or otherwise objectionable. YOU AGREE THAT YOU WILL NOT HOLD CINEFEST SUDBURY RESPONSIBLE FOR OTHER USERS' ACTIONS OR INACTIONS, INCLUDING WITH RESPECT TO CONTENT AND OTHER MATERIALS AND INFORMATION THEY POST ON OR SUBMIT TO THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND THE MATERIAL IT CONTAINS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE STREAMING OF CONTENT FROM THE SERVICE (DIRECTLY OR INDIRECTLY). YOU AGREE THAT YOU WILL NOT HOLD CINEFEST SUDBURY RESPONSIBLE IN CONNECTION WITH ANY REMOVAL OR SUSPENSION OF CONTENT, INCLUDING WITHOUT LIMITATION, IN ACCORDANCE WITH SECTIONS 8 OR 16.
THE SERVICE AND ANY PART OR ELEMENT THEREOF, WHETHER OWNED BY CINEFEST SUDBURY OR PROVIDED TO IT BY A THIRD PARTY, (INCLUDING, WITHOUT LIMITATION, THE STORAGE, HOSTING TRASMISSION CAPACITY, AUTO-GENERATED USER EMAILS) AND THE MATERIALS IT CONTAINS ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. CINEFEST SUDBURY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE SERVICE AND ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. YOU AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL CINEFEST SUDBURY OR ANY OF ITS PRINCIPALS, OWNERS, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, CO-BRANDERS, PARTNERS, CONTRACTORS, CONSULTANTS, SUPPLIERS, CUSTOMERS, AND OTHER AFFILIATES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM OR RELATING TO USE OF OR ACCESS TO THE CINEFEST SUDBURY SERVICE AND ANY PROPOSED TRANSACTION (SUCH AS MOTION PICTURE RIGHTS AGREEMENTS OR THE SALE OF ANY GOODS) IN CONNECTION THEREWITH, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MOREOVER, CINEFEST SUDBURY WILL NOT BE LIABLE FOR ANY ACTS OF ITS EMPLOYEES ACTING BEYOND THE SCOPE OF THEIR AUTHORITY. NOTWITHSTANDING ALL OF THE FOREGOING, IF CINEFEST SUDBURY IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO THE LESSER OF (A) THE TOTAL MEMBERSHIP FEES YOU PAID TO CINEFEST SUDBURY IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) FIVE HUNDRED DOLLARS (CDN $500).
12. No Responsibility for Loss. It is Your strict responsibility to retain copies of all your Reports, and ensure that You absolutely keep Your copy of any such material safe. Cinefest Sudbury shall not be responsible for any loss of or damage to Reports, or any copies thereof, for whatever reason and under whatever circumstances.
13. Technological Problems. Cinefest Sudbury bears no liability or other responsibility for any incompatibility of software or computer systems, or any other technological failure. Cinefest Sudbury does not guarantee uninterrupted or secure access to the Service. The Service may be interrupted by factors outside of the control of Cinefest Sudbury. Cinefest Sudbury may provide instructions relating to the required technological specifications for optimal viewing of Content. It is Your sole responsibility to comply with such instructions, and Cinefest Sudbury makes no warranty or representation that any Content will actually be accessible or viewable by a user. In the event of a technological problem, Cinefest Sudbury shall have the sole right to determine, in its sole discretion, the appropriate way to address and remedy such problem (including, without limitation, whether to issue a refund). Cinefest Sudbury will have the sole discretion to determine whether any refund will be issued.
14. User Status Not Transferable. You cannot sell or otherwise transfer Your User Id or offer it to another person or entity under any circumstances. Any such endeavored sales or transfers shall be void immediately and shall, in Cinefest Sudburyls sole discretion and at Cinefest Sudbury's election, lead to suspension, discontinuation, or cancellation of the subject user membership. Furthermore, all parties agree that Cinefest Sudbury shall be entitled to receive compensation from the violating party in an amount sufficient to cover any and all financial damages due to the transfer of user names.
15. Indemnity; Release. You agree to defend, indemnify, and hold Cinefest Sudbury and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates (the "Indemnified Person(s)") harmless from and against any and all claims, liability, suit, proceeding, demand or action, and any damages, losses costs (including reasonable attorneys' fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Indemnified Person(s) arising out of, or related to, (i) Your use of the Service and any materials of other users, and/or (ii) Your breach of any term of this Agreement. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against the Indemnified Persons from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service. Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
16. Termination; Discontinuance of Service. Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. Upon any termination of this Agreement You shall immediately (i) pay in full Your Unpaid Fees or any other amounts (if any) You owe to Cinefest Sudbury; (ii) and make copies of all Reports. Your account will remain active (and the fees will continue to accrue) until Cinefest Sudbury is satisfied that the foregoing actions have been completed by You. You agree that at any time after termination of this Agreement, Cinefest Sudbury will not be under any obligation to furnish Reports to You, and that if You request a Report after termination, Cinefest Sudbury, in its sole discretion, may provide it to You, and may charge a fee for doing so.
18. Applicable Laws. This Agreement is entered into in Ontario and is to be construed in accordance with and governed by the internal laws of the Province of Ontario (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Province of Ontario to the rights and duties of the parties). You acknowledge that when You use the Service, You do business in Ontario. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby warrant, represent, agree and covenant that You will comply with all applicable laws of Your respective country and other jurisdictions, as well as those other laws which may apply to You as a result, or which are otherwise related to any economic or other activity in connection with the Service. You agree that You shall not utilize the Service in a manner which violates any law. The use of the Service is subject to all applicable laws, including without limitation, regulation by agencies of the Canadian government. It is Your responsibility to ensure Your own compliance with all applicable laws. Cinefest Sudbury makes no representation that materials on this Site are appropriate or available for use in locations outside of Canada, and accessing them from territories where their contents are illegal is prohibited, and Cinefest Sudbury is not responsible for the laws of any country or other jurisdiction which might prevent, interfere with, impair, or otherwise adversely affect any economic activity relating to the Service.
19. Dispute Resolution. Any claim, controversy or dispute in connection with this Agreement ( "Claim" ) shall be settled through friendly consultations between both parties. In case no settlement can be reached through friendly consultations, both parties shall submit the Claim to arbitration conducted by a single arbitrator (selected by mutual agreement of the parties) engaged in the practice of law. The arbitral award will be final and binding upon both parties, and is the only means of dispute resolution and may be entered in any court having jurisdiction thereof. Any arbitration or other proceeding shall occur exclusively in Sudbury, Ontario. Notwithstanding the foregoing, arbitration can only decide Cinefest Sudbury or Your personal Claim, and may not consolidate or join the claims of other persons who may have similar claims, and there shall be no authority for any Claim to be arbitrated on a class action basis.
Any class action relating to this Agreement or otherwise the Service and all the issues in such action, whether of fact or law, shall be resolved by judicial reference pursuant to the provisions of “Ontario Law” The following shall apply to any such proceedings: (a) the proceeding shall be brought and held in Sudbury, Ontario, unless Cinefest Sudbury elects an alternative venue; (b) the referee shall be authorized to provide all remedies available in law or equity appropriate under the circumstances of the controversy, other than punitive damages; (c) the parties shall promptly and diligently cooperate with each other and the referee and perform such acts, as may be necessary for an expeditious resolution of the dispute; and (d) the decision of the referee shall be appealable as if rendered by the court.
20. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You, at the electronic mail address You provide during registration for the Service, and (b) if to Cinefest Sudbury, must be sent by certified mail to:
40 Larch Street, Unit 103
There will be instances when Cinefest Sudbury shall specify that a particular notice, for it to be valid and acceptable, must be sent by certified mail.
Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.