Terms of Service for Filmdoq

Effective Date: Nov 18, 2024 Last Updated: Nov 18, 2024

Welcome to Filmdoq by Budget Camera. Please read these Terms of Service ("Terms") carefully before using the Filmdoq website ("Site"), mobile application ("App"), or any of its services ("Services"). By accessing or using the Site, App, or Services, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, please do not use the Site, App, or Services. These Terms govern your use of the Filmdoq.com website, software applications, tools, features, and all related services offered by Budget Camera under the Filmdoq brand ("Filmdoq," "we," "us," or "our").

1. Acceptance of Terms

By using or accessing the Filmdoq Site App or Services, you agree to comply with and be bound by these Terms, as well as any other applicable laws and regulations. If you disagree with any part of these Terms, you may not access or use the Site or Services. We may update or modify these Terms at any time without prior notice. When we do so, we will post the updated Terms on this page, and the "Last Updated" date will be revised. Your continued use of the Site after such updates constitutes acceptance of the new Terms.

2. Eligibility

By using the Site, App or Services, you affirm that you are at least 18 years old or have the legal capacity to enter into a binding contract in your jurisdiction. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Account Registration

To access certain features or services on the Site, you may need to create an account. By registering for an account, you agree to provide accurate, current, and complete information about yourself as prompted by the registration process. You also agree to maintain and update your account information as needed to ensure it remains accurate. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You are also responsible for all activities that occur under your account. If you believe your account has been compromised, you must immediately notify us.

4. Use of Services

Filmdoq provides a variety of tools and features designed to assist with the creation of essential film documents, invoicing, production scheduling, payments, team collaboration, and task management. You agree to use the Services only for lawful purposes and in accordance with these Terms.

Permitted Uses:

You may use the Services to manage film production workflows, including but not limited to creating invoices, contracts, schedules, and other production-related documents. Filmdoq also allows for team collaboration, task management, and seamless communication among production team members. Additionally, Filmdoq provides invoicing and payment options, allowing users to create and send invoices to clients, accept payments, and manage billing information.

Prohibited Uses:

You may not use the Services for any unlawful or unauthorized purposes, including but not limited to:

• Violating any local, state, national, or international law.
• Transmitting harmful, offensive, or illegal content.
• Interfering with or disrupting the integrity or performance of the Site or Services.

5. Invoicing and Payment Options

Filmdoq, as a product of Budget Camera, offers invoicing and payment processing capabilities to facilitate financial transactions between users and their clients. By using these features, you agree to the following terms:

• Invoicing: Users can create and send invoices for services rendered through Filmdoq. All invoices are generated using the tools provided by the Site, and it is the responsibility of the user to ensure the accuracy of the invoice details before sending them to clients.
• Payment Processing: Filmdoq allows users to accept payments for services rendered through integrated payment processors such as Stripe and PayPal. Filmdoq does not charge any processing fees for transactions. However, please note that Stripe and PayPal may charge their own transaction fees, which are separate from Filmdoq's services. You agree to provide accurate and up-to-date payment information to facilitate payment transactions.
• Payment Terms: Users and clients should mutually agree on payment terms, including due dates, payment methods, and any applicable late fees. Filmdoq is not responsible for disputes between users and clients regarding payment terms or collection.
• Fees: Filmdoq does not charge any processing or transaction fees for payments processed through Stripe or PayPal. Any fees associated with these third-party payment processors are the responsibility of the user and their client.

6. Team Collaboration and Task Management

Filmdoq provides tools for team collaboration and task management, allowing users to work with their production teams, assign tasks, track progress, and manage workflows.

• Collaboration: Users can invite team members to collaborate on their projects, share production documents, and assign tasks.
• Task Management: Users can create, assign, and track tasks to ensure efficient production workflows and timely completion of tasks.

You agree to use these features responsibly and ensure that all users associated with your account adhere to these Terms.

7. Subscription Plans and Payment

Filmdoq offers multiple subscription plans, including a free plan as well as paid monthly and yearly subscription options. The availability of these plans is outlined below:

• Free Plan: Filmdoq provides a free plan that offers access to a basic set of features suitable for users with simpler needs or smaller projects. The free plan is limited in terms of storage, functionality, or usage frequency.
• Paid Plans: For users who require advanced features, additional storage, or higher usage limits, Filmdoq offers monthly and yearly subscription plans. Subscription fees are detailed on the Site at the time of purchase.

Subscription Details:

• Monthly Subscription: Paid on a monthly basis. You will be billed monthly for access to the Services as per the chosen plan.
• Yearly Subscription: Paid on an annual basis. You will be billed yearly for access to the Services at a discounted rate compared to the monthly plan.

Payment: All payments are due at the beginning of the billing cycle. You agree to pay all applicable subscription fees for the Services, including any applicable taxes, as specified when selecting your subscription plan.

Refunds: Payments are non-refundable, except as provided in these Terms or as required by applicable law. If you cancel your subscription before the end of the billing cycle, you may still be charged for the remainder of the cycle.

Filmdoq reserves the right to modify subscription fees or payment terms at any time. Any changes will be communicated to you, and you will have the opportunity to accept the new terms.

8. Billing and Subscription Auto-Renewal

Billing:

As part of registering or submitting billing information for the Services, you agree to provide us with updated, accurate, and complete billing information. You authorize us (either directly or through our affiliates, including Filmdoq and Budget Camera, or other third parties) to charge, request, and collect payment (or otherwise charge, refund, or take any other billing actions) from your payment method or designated banking account. You further authorize us to make any inquiries we deem necessary to validate your designated payment account or financial information to ensure prompt payment, including receiving updated payment details from your credit card company or bank (such as updated expiration dates or card numbers).

Subscription Auto-Renewal:

To ensure uninterrupted service, your Subscription includes an automatic renewal option by default. Unless you cancel your Subscription prior to its expiration (with at least 30 days' notice for annual Subscriptions, unless otherwise permitted by Filmdoq), your Subscription will automatically renew at the end of the current term for a renewal period equal to the original Subscription Term, and at the same price (subject to applicable tax changes and excluding any discounts or promotional offers provided during the initial Subscription Term).

If you wish to avoid the automatic renewal, you must cancel your Subscription before its expiration, either through the Account settings or by contacting our support team. If you cancel your Subscription during the Subscription Term, your Subscription will not renew for an additional period. However, you will not be refunded or credited for any unused period within the Subscription Term.

Refund Policy:

If you are not satisfied with your initial purchase of the Services (the "Initial Purchase"), you may terminate that purchase by providing us with written notice within 30 days from the date of the Initial Purchase (the "Refund Period"). If you terminate the Initial Purchase within the Refund Period, we will refund you the prorated portion of any unused and unexpired Fees that were pre-paid for the terminated Services, unless otherwise required by applicable law. The refund will be issued in the same currency that was originally paid for the Services ("Refund").

Please note the following:

• Refunds are only applicable to the Initial Purchase and do not apply to any additional purchases, upgrades, modifications, or renewals of the Services, even if they were made during the Refund Period.
• We will not refund any differences caused by changes in currency exchange rates or fees that were charged by third parties, such as wire transfer fees.
• After the Refund Period, Fees are non-refundable and non-cancellable.
• If we determine that a notice of cancellation has been given in bad faith or as part of an attempt to avoid payment for Services already received and enjoyed, we reserve the right to reject the refund request.
• Upon termination by you, any outstanding payment obligations will immediately become due, and you must promptly remit to Filmdoq any Fees due for the used Services.

Chargeback:

If a chargeback or other rejection of a charge (such as a declined payment or a disputed payment) occurs in relation to any due and payable Fees ("Chargeback"),

9. Intellectual Property and Ownership

9.1 Filmdoq's Intellectual Property

The Services and Site, including materials such as software, API, app frameworks, design systems, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, artwork, and other graphic materials, as well as names, logos, trademarks, and service marks (excluding Customer Data), and any related or underlying know-how, technology, or intellectual property, along with any modifications, enhancements, or derivative works (collectively, "Filmdoq Materials"), are the exclusive property of Filmdoq and its licensors. These materials may be protected by applicable copyright or other intellectual property laws and treaties.

9.2 Customer Reference

Customer acknowledges and agrees that Filmdoq has the right to use the Customer's name and logo to identify the Customer as a user of Filmdoq or as a customer of the Services, in Filmdoq's Site, marketing materials, or in other public announcements. This includes, but is not limited to, earnings statements, shareholder materials, and similar announcements. Customers may revoke this right at any time by contacting support@filmdoq.com.

9.3 Your Access and Use Rights

Subject to the terms and conditions of these Terms, and your compliance with them (including the Acceptable Use Policy), Filmdoq grants you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Site during the applicable Subscription Term, solely for your internal business purposes.

9.4 Use Restrictions

Except as expressly permitted in these Terms, you may not, and shall not allow any user or third party to:

1. Sell, rent, lease, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any portion of the Services or Site to any third party, including affiliates, or use the Services in any service bureau arrangement.
2. Circumvent, disable, or interfere with security features of the Site or Services or features that prevent or restrict the use or copying of any content or that enforce limitations on use of the Services or Site.
3. Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of the Services or Site or any components thereof.
4. Copy, modify, translate, patch, improve, alter, change, or create derivative works of the Services or Site, or any part thereof.
5. Take any action that imposes or may impose an unreasonable or disproportionately large load on the Filmdoq infrastructure or infrastructure supporting the Site or Services.
6. Interfere or attempt to interfere with the integrity or proper functioning of the Services or Site, or related activities.
7. Remove, deface, obscure, or alter Filmdoq or any third party's identification, attribution, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services or Site, or use or display logos of the Services or Site without prior written approval.
8. Use the Services or Site for competitive purposes, including developing or enhancing a competing service or product.
9. Encourage or assist any third party (including other Users) to do any of the foregoing.

9.5 Feedback

As a user of the Services and/or Site, you may provide suggestions, comments, feature requests, or other feedback related to Filmdoq Materials, the Services, the API, and/or the Site ("Feedback"). Such Feedback is considered an integral part of Filmdoq Materials, and is the sole property of Filmdoq without any restrictions or limitations on its use. Filmdoq may either implement or reject such Feedback without any restriction or obligation.

By providing Feedback, you:

1. Represent and warrant that the Feedback is accurate, complete, and does not infringe on any third-party rights;
2. Irrevocably assign to Filmdoq any right, title, and interest you may have in such Feedback; and
3. Explicitly and irrevocably waive any claims relating to moral rights, artists' rights, or any similar rights worldwide in or to such Feedback.

9.6 API Use

Filmdoq may offer an API that provides additional ways to access and use the Services. The API is considered part of the Services and its use is subject to all these Terms. Without limiting Sections 9.1 through 9.4, you may only access and use the API for internal business purposes, in order to create interoperability and integration between the Services and other products, services, or systems you or your organization use.

When using the API, you must comply with the relevant Developer Terms. Filmdoq reserves the right to modify or discontinue, temporarily or permanently, access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible for ensuring that your use of the API is compatible with its current version.

10. Term and Termination; Suspension

10.1 Term

These Terms are in full force and effect, starting from the Effective Date, and continue until the end of all Subscriptions to the Services associated with your Account, whether paid or unpaid, unless terminated earlier in accordance with these Terms.

10.2 Termination for Cause

Either party may terminate the respective Services and these Terms, by providing written notice to the other party, in the event that:

(a) The other party is in material breach of these Terms, and if such breach is curable, fails to cure it within 10 days following written notice from the non-breaching party. However, termination by Customer applies only to those components of the Services directly related to the breach.

(b) The other party ceases its business operations or becomes subject to insolvency proceedings, and the proceedings are not dismissed within 45 days.

10.3 Termination by Customer

Customer may terminate its Subscription to the Services by canceling the Services and/or deleting the Account. Such termination will not affect Customer's obligation to pay applicable Fees, except when termination occurs within the Refund Period. Unless mutually agreed otherwise, the effective date of termination will occur at the end of the current Subscription Term. Customer's obligation to pay Fees through the end of the current Subscription Term remains in full force, and Customer will not be entitled to any refund for prepaid Fees.

10.4 Effect of Termination of Services

Upon termination or expiration of these Terms:

(a) Customer's Subscription and all rights granted hereunder will terminate. (b) Filmdoq may change the Account's web address. (c) It is Customer's responsibility to export Customer Data before termination or expiration of these Terms. If Customer fails to delete Customer Data, Filmdoq may continue to store and host it until either party deletes it. (d) During this period, Customer may still be able to access the Services in Read-Only Mode to export Customer Data, but Filmdoq is not obligated to maintain the Read-Only Mode, and it may be terminated at any time with or without notice. (e) Customer acknowledges its responsibility to export or delete Customer Data before termination and accepts that Filmdoq will have no liability in relation to this. Unless expressly stated, the termination or expiration of these Terms does not relieve Customer of any unpaid Fees.

10.5 Suspension

Without limiting Filmdoq's rights to terminate under this Section, Filmdoq may temporarily suspend the Account and/or User Profile (including access to it) and/or the Services in the following cases:

(i) We believe, at our sole discretion, that you or any third party are using the Services in a manner that poses a security risk, could cause harm to Filmdoq or any third party, or could result in liability for us or any third party.

(ii) We believe, at our sole discretion, that you or any third party are using the Services in breach of these Terms or applicable law.

(iii) Customer's payment obligations under these Terms are overdue, or are likely to become overdue.

(iv) Customer's or any of its Users' breach of the Acceptable Use Policy.

Such suspension rights are in addition to any other remedies available to Filmdoq under these Terms or applicable law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FILMDOQ, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE.

UNDER NO CIRCUMSTANCES WILL FILMDOQ BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FILMDOQ ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.

IN NO EVENT SHALL FILMDOQ, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO FILMDOQ HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FILMDOQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND SITES.

General Disclaimer

The Sites and Services are provided on an "AS IS," "WITH ALL FAULTS," and "AS AVAILABLE" basis. We, along with our affiliates, subcontractors, agents, vendors, and third-party service providers, disclaim all representations and warranties of any kind, including but not limited to warranties of merchantability, functionality, title, fitness for a particular purpose, and non-infringement, whether express, implied, or statutory.

Service Availability and Security

We and our vendors do not warrant, and expressly disclaim any representations or warranties that:

• The Services and Sites will be uninterrupted, timely, secure, or error-free.
• Data will not be lost or corrupted.
• Defects in the Services or Sites will be corrected.
• The Services and Sites are free from viruses or other harmful code.

We further disclaim any liability or responsibility for any delays, failures, interceptions, alterations, loss, or other damages that you or your data (including Customer Data) may experience, which are beyond our control.

Accuracy and Compatibility

We do not warrant, and expressly disclaim any representations or warranties: (i) That our Services and Sites (or any portion thereof) will be complete, accurate, of a particular quality, reliable, suitable for, or compatible with any of your intended activities, devices, operating systems, browsers, software, or tools, or that they will remain compatible over time. (ii) Regarding any content, information, reports, or results that you obtain through the Services or Sites.

13. Indemnification

Indemnification by Customer

Customer agrees to indemnify, defend, and hold harmless Filmdoq (including its affiliates, officers, directors, employees, and agents) from and against any claims, damages, liabilities, losses, reasonable expenses, or costs (collectively, "Losses") arising out of any third-party claim related to:

(i) Customer's or its Users' violation of these Terms or applicable laws; or

(ii) Customer Data, including any use of Customer Data by Filmdoq or its subcontractors, that infringes or violates any third-party rights, including but not limited to intellectual property, privacy, and/or publicity rights.

Indemnification by Filmdoq

Filmdoq agrees to defend Customer (including its affiliates, officers, directors, and employees) against any third-party claim alleging that Customer's authorized use of the Services infringes or misappropriates a third party's copyright, trademark, or registered US patent (an "IP Claim"). Filmdoq will indemnify Customer for any damages or costs finally awarded in such an IP Claim by a court of competent jurisdiction or agreed upon in a settlement, including reasonable attorneys' fees.

However, Filmdoq's indemnity obligations will not apply if:

(i) the Services were modified by Customer or a third party, but only to the extent the IP Claim would have been avoided without such modifications;

(ii) the Services are used in combination with other services, devices, software, or products (including Third-Party Services), but only to the extent the IP Claim would have been avoided without such combination; or

(iii) the IP Claim arises from Customer Data or from any events that trigger Customer's indemnity obligations.

If Filmdoq believes that the Services may infringe a third party's intellectual property rights, Filmdoq may, at its sole discretion:

(a) obtain (at no additional cost to Customer) the right to continue using the Services;

(b) replace or modify the allegedly infringing portion of the Services to make it non-infringing while maintaining substantially equivalent performance; or

(c) if the above remedies are not available, Filmdoq may require Customer to cease use of the allegedly infringing portion, and Filmdoq will provide a prorated refund of any unused portion of the Subscription Term.

This section represents Filmdoq's sole and exclusive liability and Customer's exclusive remedy for any intellectual property infringement claims related to the Services or underlying technology.

Conditions for Indemnification

The defense and indemnification obligations are subject to the following conditions:

(i) The indemnified party must promptly provide written notice of the claim for which indemnification is sought. Failure to do so will not relieve the indemnifying party of its obligations unless the failure materially prejudices the indemnifying party's defense.

(ii) The indemnifying party must be given immediate and exclusive control over the defense and/or settlement of the claim. However, the indemnifying party cannot settle any claim that imposes a monetary obligation or admission of liability on the indemnified party without prior written consent from the indemnified party, which consent shall not be unreasonably withheld.

(iii) The indemnified party must cooperate reasonably with the indemnifying party in defending and/or settling the claim at the indemnifying party's expense, and must not take any action that could harm the indemnifying party's ability to defend the claim.

14. Modifications

We may occasionally update or modify these Terms for valid reasons, such as adding new features or functionalities to the Services, making technical adjustments, correcting errors, complying with legal or regulatory requirements, or for other reasons deemed necessary at our sole discretion.

When we make material changes to these Terms, we will notify you as appropriate under the circumstances, such as by posting a prominent notice within the Services or by sending you an email.

Your continued use of the Services after the changes are implemented will constitute your acceptance of the updated Terms.

15. Governing Law; Jurisdiction

These Terms are governed by the laws of Ontario, Canada, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application.

You and Filmdoq agree that, except as otherwise provided in Section 16 below, the courts located in the Province of Ontario, Canada, shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms of Use or your use of the Site or Service. You agree to submit to the personal jurisdiction and venue of these courts.

Notwithstanding the foregoing, Filmdoq may seek equitable remedies (including injunctions) in any jurisdiction.

16. Arbitration Procedures

You and Filmdoq agree that, except as provided in Section 16.4 below, all disputes, controversies, and claims related to these Terms of Use (each a "Claim") shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of the Canadian Arbitration Association (CAA) that are in effect at the time the arbitration is initiated (the "CAA Rules") and under the terms set forth in these Terms of Use. In the event of a conflict between the terms set forth in this Section 16 and the CAA Rules, the terms in this Section 16 will control and prevail.

Except as otherwise set forth in Section 16.4, you may seek any remedies available to you under applicable provincial, federal, or local laws in an arbitration action. As part of the arbitration, both you and Filmdoq will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given, and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Ontario Arbitration Act, and this determination shall be made by a court, not an arbitrator. Except as otherwise provided in these Terms of Use:

(a) You and Filmdoq may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator;

(b) The arbitrator's decision shall be final, binding on all parties, and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

16.2. Location

The arbitration will take place in Toronto, Ontario, Canada, unless the parties agree to video, phone, or internet connection appearances.

16.3. Limitations

You and Filmdoq agree that any arbitration shall be limited to the Claim between Filmdoq and you individually. YOU AND FILMDOQ AGREE THAT:

(a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES;

(b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND

(c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

16.4. Exceptions to Arbitration

You and Filmdoq agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration:

(a) Any Claim seeking to enforce or protect, or concerning the validity of, any of Filmdoq's intellectual property rights;

(b) Any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and

(c) Any Claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction, in lieu of arbitration.

16.5. Arbitration Fees

If you initiate arbitration for a Claim, you will need to pay the CAA arbitration initiation fee. If Filmdoq is initiating arbitration for a Claim, we will pay all costs charged by CAA for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the CAA Rules.

16.6. Severability

You and Filmdoq agree that if any portion of this Section 16 is found illegal or unenforceable (except any portion of Section 16.4), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 16.4 is found to be illegal or unenforceable, then neither you nor Filmdoq will elect to arbitrate any Claim falling within that portion of Section 16.4 found to be illegal or unenforceable, and such Claim shall be exclusively decided by a court of competent jurisdiction within the Province of Ontario, Canada. You and Filmdoq agree to submit to the personal jurisdiction of that court.

17. Entire Agreement

This Terms of Service ("TOS"), including the documents referenced herein, constitutes the entire agreement between you and Filmdoq with respect to the Site and the Service and supersedes any and all prior agreements or understandings, whether written or oral, between you and Filmdoq relating to the Site and the Service.