1. ACCEPTANCE OF TERMS.

1.1 Overview.

The following terms and conditions (this "TOS") govern all use by you as a Filmmaker (as defined below) of (a) the www.orson.com website (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by The Rulebreaker Corporation d/b/a Orson.com. (“ORSON”) for your motion pictures, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by Orson. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by ORSON. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY ORSON. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON A SCREENING BY SCREENING BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF ORSON, OR (II) BY ORSON AS PROVIDED IN SECTION 1.2 BELOW.

1.2 Modification.

ORSON reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.

2. DESCRIPTION OF ORSON.

ORSON provides a variety of ways for registered users who are filmmakers and/or their representatives ("Filmmakers" or “you”) to distribute and market their motion pictures, including without limitation the collection of payments with respect to the sale of tickets for screenings registered on the Site, including Ticket Sale Service Charges (as defined below) (“Screening Registration Fees”), from registered users who want to attend such screenings ("Customers"). Filmmakers may visit the Site, fill out a questionnaire about their motion picture(s) and their screening(s), including pricing, location, ticket inventory, etc., and charge Screening Registration Fees online to Customers. Payments are all transacted through one or more of PayPal, Google Checkout, Amazon Payments or other third party payment service methods (collectively, "Third Party Payment Processing" or "TPPP"). For more information, please see http://www.orson.com. This TOS applies to you and your use of the Services as a Filmmaker. For the Terms of Service Agreement that applies to use of the Services by a Customer and/or other non-Filmmaker user or visitor of the Services please see http://www.orson.com/customer_tos.

3. YOUR USE OF THE SERVICES.

3.1 The Services.

Orson hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating a motion picture page with respect to, and promoting, managing, tracking, and collecting Screening Registration Fees for, screening(s) that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of selling screening tickets through the Site as a Filmmaker in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.

3.2 Software.

If you are allowed to download or use any Software in connection with the Services, ORSON hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by ORSON in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by ORSON. For clarity, the Software will be deemed a part of the "Services" hereunder. The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. The Software and related documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.

4. PAYMENT METHODS.

4.1 Overview.

(a) Independent Relationship of TPPPs.

When using TPPP, Filmmakers and Customers effect the applicable monetary payment transaction through the TPPP service and are bound by the applicable terms of use governing the TPPP service.

(b) Services Fees.

ORSON will collect all Screening Registration Fees on behalf of the Filmmaker from Customers via TPPP and deduct all applicable Services Fees from the Screening Registration Fees collected by ORSON, and then pass the remainder along to the Filmmaker within five (5) business days after the screening date for the screening to which the Screening Registration Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Filmmaker has chosen through using the Site, to the address or account, respectively, that the Filmmaker accurately designates on the Site), provided that ORSON reserves the right to withhold funds (i) at any time as ORSON determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. ORSON, in its sole discretion, may determine to advance a portion of Screening Registration Fees to Filmmaker prior to the period set forth above, on such terms and conditions as ORSON may establish from time to time. Filmmaker agrees that all Screening Registration Fees for a given screening are earned by Filmmaker only following conclusion of the applicable screening and all Screening Registration Fees ultimately due will be net of all Service Fees (including Ticket Sale Service Charges), refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable screening or otherwise. No payments shall be made to a Filmmaker from ORSON with respect to any screening that is cancelled. If payments have already been made by ORSON to a Filmmaker for a cancelled screening, such Filmmaker will immediately refund to ORSON all such payments upon cancellation of such screening. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by ORSON. If Filmmaker selects a foreign currency option accepted by ORSON, ORSON will collect and disperse the funds in the foreign currency selected by Filmmaker.

FILMMAKER AGREES THAT ANY PAYMENT BY ORSON OF SCREENING REGISTRATION FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE SCREENING ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO FILMMAKER UNDER THIS TOS AND THAT ORSON MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND FILMMAKER SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO ORSON SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY ORSON.

(b) Refunds.

(i) It is the responsibility of the Filmmaker to communicate its refund policy to Customers and to issue refunds to Customers via the Site. A filmmaker shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits a Filmmaker to issue refunds to Customers, provided the refund is issued by Filmmaker before ninety-six (96) hours after the end date of a screening and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by ORSON in its sole discretion. Subject to the foregoing, refunds issued by a Filmmaker will be processed within thirty (30) days after Filmmaker instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Filmmaker and Customer, and ORSON will not be responsible or liable for, and Filmmaker hereby agrees to fully indemnify ORSON and its affiliates for, refunds, errors in issuing refunds, or lack of refunds. (ii) Notwithstanding the foregoing, you acknowledge and agree that ORSON shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if ORSON receives complaints from a substantial number (as determined by ORSON in its sole discretion) of Customers with respect to the applicable screening or another screening held by Filmmaker, or ORSON determines in its sole discretion that Filmmaker has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Customer(s) request a refund, whether due to a cancelled screening or for any other reason where ORSON would reasonably expect to lose a chargeback, ORSON may, in its sole discretion, issue such refund to such Customer(s), and Filmmaker shall then owe the amount of such refund to ORSON.

(c) Credit Card Chargebacks.

Any credit card chargebacks initiated by a Customer for any reason with respect to a screening shall be charged back to the Filmmaker of such screening. All communications and disputes regarding chargebacks are between the Filmmaker and Customer, and ORSON will not be responsible or liable in any way for, and Filmmaker hereby agrees to fully indemnify ORSON and its affiliates for any and all chargebacks and related fees and expenses.

4.2 Non-Exclusive Remedies.

(a) Payment.

In the event that Filmmaker fails to pay to ORSON any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Filmmaker to ORSON under this TOS or otherwise, ORSON may, without limiting its other rights and remedies, (i) deduct such amounts from Filmmaker’s outstanding balance, whether for that particular screening or for any other screening that Filmmaker lists through the Services; and/or (ii) send an invoice to Filmmaker for such amounts to the extent Filmmaker’s outstanding balance is insufficient to cover these costs, in which case Filmmaker shall pay ORSON such invoiced amounts within thirty (30) days after the date of the invoice. In addition, Filmmaker hereby agrees and authorizes ORSON to initiate an electronic funds transfer to debit the amounts owed from any of Filmmaker’s bank accounts to which Screening Registration Fees have been sent. If payment for any amounts due to ORSON hereunder are not made by Filmmaker when due, ORSON reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Filmmaker’s registration for the Services (including any and all accounts that Filmmaker may have) and to cancel all other screenings listed by Filmmaker.

(b) Confirmation.

Upon receipt of a credit card authorization from each individual ticket purchase, ORSON generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by ORSON through the Services, and it is your responsibility to verify the Customer’s membership status, confirmation number and/or any screening restrictions prior to the subject screening.

(c) Taxes; Withholding.

You are responsible for (and will indemnify ORSON and its affiliates against) all taxes associated with your sale of tickets through the Services (excepting taxes based on ORSON’S income), which amounts may be withheld from payments due to you or invoiced to you. ORSON reserves the right to withhold the payment of any amounts owed to you hereunder if ORSON suspects or determines that such amounts have been generated in (i) a fraudulent manner, (ii) violation of this TOS, or (iii) violation of any applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by ORSON).

5. YOUR REGISTRATION OBLIGATIONS.

To be a registered user of the Services as a Filmmaker you agree to: (a) provide true, accurate, current and complete information about yourself and your motion picture(s) as prompted by the Site registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ORSON has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ORSON has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). ORSON is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of any TPPP or other third party service provider, you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.

6. ACCOUNT, PASSWORD AND SECURITY.

As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify ORSON of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. ORSON cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.

7. CONTENT.

7.1 Site Content.

You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by ORSON in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. ORSON may own the Site Content or portions of the Site Content may be made available to ORSON through arrangements with third parties. Except as expressly authorized by ORSON in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of ORSON. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.

7.2 Your Content.

You acknowledge and agree that if you contribute, provide or make available any Content to the Site other than your motion picture(s) or portions thereof ("Your Site Content”) as a Filmmaker, you hereby grant to ORSON a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Site Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever related to provision of the Services, and to allow others to do so, without compensation to you or any other provider of Your Site Content except as expressly set forth herein. You further acknowledge and agree that if you contribute, provide or make available your motion picture(s) or portions thereof ("Your Movie Content”) to the Site as a Filmmaker, you hereby grant to ORSON the non-exclusive, royalty-free right and license to use, reproduce, publish, perform, display and otherwise exploit Your Movie Content on the Site for any purpose whatsoever related to provision of the Services, and to allow others to do so, without compensation to you or any other provider of Your Movie Content except as expressly set forth herein (such license shall be worldwide and in perpetuity unless you indicate otherwise when you contribute Your Movie Content). You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content and Your Movie Content (collectively, “Your Content”) (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, (ii) does not involve gambling, gaming, sweepstakes, and/or any other activity with an entry fee and a prize, and (iii) complies with all applicable laws and regulations (foreign and domestic). In addition, screenings must be accurately and truthfully described when Filmmaker submits screening information to the Site. If ORSON determines, in its sole discretion, that Filmmaker misrepresented a screening or otherwise does not comply with this TOS, ORSON will have the right to cancel the relevant screening (and all other screenings listed on the Site) and issue a refund to all Customers. ORSON reserves the right to remove any of Your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or no reason.

7.3 DMCA.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:

By Mail: 

The RuleBreaker Corporation

220 East 23rd Street, Suite 500

New York, NY 10010

Attn: Legal Affairs

Email: dmca@orson.com

8. CONDUCT.

8.1 Certain Restrictions.

You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Customers and other users of the Services. You agree not to use the Services to:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harm minors in any way;
3. facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize,
4. impersonate any person or entity, including, but not limited to, an ORSON representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
6. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
7. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
8. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
9. upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by ORSON;
10. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
11. intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
12. stalk or otherwise harass any person or entity.

8.2 Certain Remedial Rights.

You acknowledge that ORSON does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that ORSON and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that ORSON may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of ORSON, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

9. SUB-DOMAINS.

ORSON may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].orson.com). All such sub-domains are the sole property of ORSON. In the event ORSON provides you with a sub-domain, your right to use such sub-domain may be terminated by ORSON at any time (with or without notice) for any reason or no reason.

10. REFERRALS.

The following terms and conditions describe the terms and conditions of ORSON’s referral programs. ORSON reserves the absolute right to determine whether you or any other user of the Services qualifies for any of the following referral programs.

10.1 Filmmaker Referral Program.

ORSON will pay a referral fee to persons or entities ("Filmmaker Referrers") that refer revenue-generating Filmmakers to ORSON, subject to the following terms and conditions: (a) Prior to a Filmmaker’s initial use of the Services, the Filmmaker Referrer must have contacted the Filmmaker and have been instrumental in getting the Filmmaker initially to register for and sell tickets for a screening using the Services (as determined by ORSON in its sole discretion). The referral must be properly registered with ORSON when the Filmmaker initially sets up its account and the Filmmaker Referrer must fully comply with the all instructions with respect thereto. (b) ORSON will pay the Filmmaker Referrer twenty-five percent (25%) of the amount actually paid to ORSON and retained by ORSON in connection with the Services as a result of actual net ticket sales (i.e., less refunds, credit card chargebacks and all other deducted amounts) for the Filmmaker’s account during the 12-month period following the date of such Filmmaker’s first screening registration via the Services. The referral fee will be paid at the beginning of each month to the Filmmaker Referrer if the amount due and unpaid is five dollars ($5.00) or more. Any unpaid balances will be added to any balances due in subsequent months. (c) ORSON reserves the right to change, modify or terminate this Filmmaker referral program and/or its terms at any time in its sole discretion. ORSON reserves the right to determine what, if any, amounts are properly due Filmmaker Referrers hereunder in its sole discretion.

10.2 Customer Referral Software.

ORSON makes available Software via the Services that makes it possible for Filmmakers to offer third parties ("Customer Referrers") a bonus in exchange for referring Customers to their screening(s) ("Referral Software"). ORSON will make a good faith effort to provide information and instructions as necessary to use the Referral Software correctly. If you use the Referral Software in any capacity, you will comply with all such instructions. These instructions can be found at http://www.orson.com/publicaffiliates. For clarity, the Referral Software shall be deemed part of the “Software” and "Services" hereunder. Your use of the Referral Software is also subject to the following terms and conditions: (a) ORSON is neither a party to any agreements (actual or implied) entered into by Filmmakers and Customer Referrers, nor is it an agent, employee, partner or other representative of Filmmakers or Customer Referrers. ORSON has no responsibility for any failure or alleged failure of performance of any Filmmaker or Customer Referrer to each other or to any third party. (b) ORSON does not screen or investigate in any way the users of the Services to determine their ability or willingness to perform the obligations that may be undertaken pursuant to this Customer referral program. Filmmakers and Customer Referrers need to resolve all questions and issues between themselves. ORSON makes no representations or warranties and gives no assurances that any Filmmaker or any Customer Referrer will perform under the Customer referrer program, including without limitation Filmmakers paying any money owed to Customer Referrers. (c) ORSON will not settle, mediate or otherwise assume responsibility for resolving disputes between Filmmakers and Customer Referrers. (d) ORSON assumes no liability arising from the use or misuse of the Referral Software, or in the event that the Referral Software fails to operate as expected, even if such failure results in the loss of data or in the misrepresentation of data necessary for the Filmmakers and Customer Referrers to fulfill commitments entered into using the Referral Software.

11. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside. In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.

12. ADDITIONAL SERVICES.

ORSON may, upon request, and for such fees as ORSON may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your screening, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your screening, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, ORSON Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of ORSON, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate ORSON Equipment Lease Agreement.

13. INDEMNITY.

You agree to defend, indemnify and hold ORSON, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates’, or any of your or your affiliates’ officers’, directors’, agents’ or employees’, use of, contribution to or connection with the Services or violation of any rights of another; your screening(s); and/or your violation of this TOS. ORSON shall provide notice to you of any such Claim, provided that the failure or delay by ORSON in providing such notice shall not limit your obligations hereunder. ORSON reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting ORSON’s defense of such matter.

14. SERVICE MODIFICATIONS/SUSPENSIONS.

ORSON reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. ORSON will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to TPPP and other third party service providers used by ORSON in connection with providing the Services) related to refunds issued to Customers. You agree that ORSON shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

15. TERMINATION.

ORSON, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due ORSON, or if ORSON believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that ORSON may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that ORSON shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).

16. LINKS.

The Services may provide, or third parties may provide, links to other Internet websites or resources. Because ORSON has no control over such websites and resources, you acknowledge and agree that ORSON is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that ORSON shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.

17. DISCLAIMER OF WARRANTIES.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ORSON HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ORSON MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ORSON IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, CUSTOMER OR OTHER NON-FILMMAKER, FILMMAKER OR THIRD PARTY BEFORE, DURING AND/OR AFTER A SCREENING; AND ORSON WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT ORSON HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF SCREENINGS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING CUSTOMERS’, OTHER NON-FILMMAKERS’ AND FILMMAKERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING CUSTOMERS AND FILMMAKERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, ORSON IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND ORSON HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Customers, other non-Filmmakers, Filmmakers and/or third parties in connection with the Site or any Services to ORSON. ORSON, in its sole discretion, may investigate the claim and take necessary action.

18. LIMITATION OF LIABILITY.

ORSON SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ORSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN FILMMAKER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND ORSON’S REASONABLE CONTROL. ORSON SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

19. RELEASE.

IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE ORSON, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER FILMMAKERS, CUSTOMERS, AND OTHER NON-FILMMAKERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR SCREENING.

IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

20. PRIVACY.

All information provided by you or collected by ORSON in connection with the Services is governed by ORSON’s Privacy Policy, a copy of which is located at http://www.orson.com/privacypolicy, which is hereby incorporated by reference into this TOS. ORSON strongly recommends that you review the Privacy Policy closely. In particular, Filmmakers should note that Orson may use information it receives or collects regarding Customers in accordance with the terms of its Privacy Policy, which may include use for marketing or promotion of other screenings or services that may be of interest to such Customers. Further, any information submitted or provided by you to the Services may be publicly accessible. You should take care to protect private information or information that is important to you. ORSON shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Services, this information may become public. ORSON does not control and shall not be responsible for the acts of you or any other users (whether Filmmakers, Customers, other non-Filmmakers or otherwise) of the Services.

21. NOTICE.

Notices to you may be made via either email or regular mail to the address in ORSON’s records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at The Rulebreaker Corporation, 220 East 23rd Street, Suite 500, USA, Attn: Legal Affairs.

22. TRADEMARK INFORMATION.

The trademarks, service marks, and logos of ORSON (the "ORSON Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of ORSON. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with ORSON Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of ORSON specific for each such use. The Trademarks may not be used to disparage ORSON, any third party or ORSON’s or third party’s products or services, or in any manner (in ORSON’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless ORSON approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any ORSON Trademark shall inure to ORSON’s benefit.

23. GENERAL.

23.1 Entire Agreement.

This TOS constitutes the entire agreement between you and ORSON and governs your use of the Services as a Filmmaker, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and ORSON on the subject matter hereof, other than any written Ticketing Services Agreement, ORSON Equipment Lease Agreement or Addendum Agreement between you and an authorized officer of ORSON relating to a specified screening or screenings. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.

23.2 Choice of Law.

This TOS and the provision of the Services to you are governed by the laws of the state of New York, U.S.A., as such laws are applied to agreements entered into and to be performed entirely within New York by New York residents.

23.3 Arbitration.

Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Service, Inc. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, NY, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and ORSON agree to submit to the personal jurisdiction of the courts located within the city and county of New York, NY. Either you or ORSON may seek any interim or preliminary relief from a court of competent jurisdiction in New York, NY, necessary to protect the rights or property of you or ORSON (or its agents, suppliers, and subcontractors) pending the completion of arbitration.

23.4 Waiver; Invalid Provisions.

The failure or delay of ORSON to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.

23.5 Time to File Claim.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.

23.6 Titles.

The section titles in this TOS are for convenience only and have no legal or contractual effect.

23.7 Violations.

Please report any violations of this TOS by email to customerservice@orson.com.