O'actually Festival

FESTIVAL RULES AND SUBMISSION AGREEMENT
These Festival Rules and Content Submission Agreement (“Official Rules and Agreement”) constitute a legal agreement between you (“You”, “Entrant”, or “Your”) and O’Actually, Inc. and/or its affiliates (“O’actually”, “Us”, “Our” or “We”). By submitting content to the O’actually festival content, you confirm your acceptance of all the terms of these Official Rules and Agreement and acknowledge and agree that these Official Rules and Agreement form a legal contract between you and O’actually.

You acknowledge and agree that any content you provide or submit to O’actually may be used as described herein, including, without limitation, in connection with the O’actually website, software, online platform, features and services (the “Platform”).

O’actually, Inc., located at 433 Shamut Ave, Boston, MA 02118 is the sponsor of the Festival Contest. (“Sponsor”, “O’actually”, “Us”, “Our” or “We”).

YOU ACKNOWLEDGE THAT THE PLATFORM WILL FEATURE MATERIALS EXPLICITLY DEPICTING SEX AND SEXUAL ACTIVITY BETWEEN CONSENTING ADULTS, AND OTHER INFORMATION AND MATERIALS OF A GRAPHIC AND SEXUAL NATURE.

BY SUBMITTING OR PROVIDING ANY CONTENT TO THE PLATFORM, YOU REPRESENT AND WARRANT THAT:

YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE THE LEGAL AUTHORITY IN YOUR JURISDICTION OF RESIDENCE TO ENTER INTO THESE OFFICIAL RULES AND AGREEMENT AND TO BE BOUND BY ITS TERMS,
YOU MEET THE AGE REQUIREMENTS SET FORTH IN SECTION 3 BELOW, AND
YOU HAVE THE RIGHTS SET FORTH BELOW WITH RESPECT TO ANY CONTENT YOU SUBMIT.
ANY CONTENT YOU SUBMIT CONFORMS TO ALL CONTENT REQUIREMENTS SET FORTH IN THESE OFFICIAL RULES AND AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THESE OFFICIAL RULES AND AGREEMENT, YOU MUST NOT SUBMIT OR PROVIDE US WITH ANY CONTENT.

Section 1: Term And Eligibility

Section 2: Submission Age and Jurisdiction Requirements

Section 3: How to Enter and Content Requirements

Section 4: O’actually’s Rights to the Content

Section 5: Use of Content

Section 6: Ownership

Section 7: Renegotiation Period

Section 8: Representations & Warranties

Section 9: Contest Prizes

Section 10: Judging

Section 11: Release

Section 12: California Waiver

Section 13: Indemnification

Section 14: Limitation of Damages

Section 15: Limitation of Liability

Section 16: Governing Law and Choice of Forum

Section 17: Right to Suspend or Cancel Festival Contest

Section 18: Winner’s List

Section 19: Miscellaneous Terms

TERM, ELIGIBILITY AND HOW TO ENTER
“Content” shall mean any written, audio, audiovisual or other materials, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, information, content, and any other materials, together with all accompanying metadata and other material (e.g., packaging), whether tangible or intangible, that you provide or submit to us in any way in connection with the Platform or these Official Rules and Agreement, including, without limitation, by means of online submission forms and features of our Platform, or via other methods (e.g., through third party websites, via e-mail, etc.).
“Festival Contest” shall mean the 2015 O’actually Festival sponsored by O’actually, wherein O’actually and its agents (i) encourage creative submissions across the genres of literature, visual art and film, (ii) distributes, publicly performs and otherwise showcases accepted submissions to O’actually users and (iii) provides a judging process, and (iv) rewards prizes to winning submissions.
The Festival Contest “Sponsor” is O’actually, Inc., 433 Shamut Ave, Boston, MA 02118 (“Sponsor” or “O’actually”).
The 2015 O’actually Festival (the “Festival Contest”) begins May 1, 2015 at 12:00:00 p.m. US Eastern Daylight Time (“EDT”) and ends June 30, 2015, 11:59:59 p.m. US Eastern Daylight Time (“EDT”). ALL SUBMISSIONS MUST BE RECEIVED BY JUNE 30, 2014 AT 11:59:59 P.M. EDT. Information on how to enter and prizes form part of these Official Rules and Agreement. By submitting an entry, each Entrant agrees to these Official Rules and Agreement and warrants that his or her entry complies with all requirements set out in the Official Rules and Agreement.
In order to be eligible to submit or provide any Content to us:
You must meet our Submission Age and Jurisdiction Requirements (See Section 2 below);
All Content you submit or provide must meet all of our Content Requirements (See Section 3 below);
For admission of such Content in the Festival Contest, you must, in O’actually’s sole and absolute discretion which can be withheld or withdrawn at any time, meet all of the creative, technical, timing, and other criteria and conditions described on theoactually.com/festival page.
By submitting or providing any Content to us, you represent, warrant and agree that you and the Content meet all such applicable requirements in each instance.

By submitting or otherwise providing Content to O’actually, you agree to pay O’actually the standard, non-refundable per-Content submission curation fee in the amount designated on the Platform (or other applicable method of submission) at the time of your submission in connection with such Content. You agree to make this payment to O’actually using the third party electronic payment systems and services designated by O’actually on the Platform or the applicable method of submission, if other than the Platform. You acknowledge that, in the event your Content is not admitted into the Festival Contest or otherwise selected for display on the Platform, you shall not be entitled to a refund of the related submission fee. You acknowledge that you may be required to establish and authenticate a third party payment processor account prior to your submission.
When you submit Content, you will also be required to provide some additional information about yourself and the Content. This may include, without limitation, such information as a descriptive title, full name, any alias(es) and ages of all persons appearing in the Content, the date(s) of the production(s) of the Content a legible copy of two (2) government-issued picture identification cards, some information about each Content’s content and length, if applicable, the name and location of the producer of the Content, , as well as your location and/or similar information. Always keep a copy of any information you send to us (including Content) because we shall not be responsible for lost, damaged, misdirected, unusable or unreadable Content, including any information. Proof that you submitted Content to us does not constitute proof that we received any Content.
O’actually may reject Content for any reason or no reason at any time, with or without notice to you.
If O’actually selects your Content for inclusion in the Festival Contest and/or display on the Platform, O’actually will take reasonable steps to prevent the unauthorized redistribution of Content by third parties. However, O’actually does not and cannot guarantee that unauthorized third parties will not obtain access to Content or make unauthorized copies or unauthorized redistributions of Content. You acknowledge that the Content may be seen and collected (and potentially redistributed) by other persons, including third parties that do not adhere to O’actually’s standards and third parties over whom O’actually has no control. You agree that O’actually is not responsible for events arising from the distribution in accordance with these Official Rules and Agreement of any Content you choose to submit to us, or any unauthorized distribution of such Content.
SUBMISSION AGE AND JURISDICTION REQUIREMENTS
The Festival Contest is only open to individuals who have reached the age of majority in their jurisdiction of residence at the time of entry (“Age of Majority”) and who do NOT reside in Cuba, Iran, North Korea, Sudan or Syria. Employees of O’actually, and its subsidiaries and affiliates, and their immediate family members (spouse, parent, child, sibling and their respective spouses, regardless of where thy live) or persons living in the same households of such employees, whether or not related are not eligible. The FESTIVAL CONTEST IS VOID IN CUBA, IRAN, NORTH KOREA, SUDAN, SYRIA AND WHERE PROHIBITED. You may not submit or provide any Content to O’actually if you are under the Age of Majority.
You may only provide Content that is legal to be created or produced in the jurisdiction in which such Content was created.
HOW TO ENTER
Each Entry consists of a submission form, the Content and the entry fee. The entry fee is US$25 per entry. To enter, visit oactually.com/festival; complete the sign up form, and follow the instructions you receive in a subsequent email, including an entry form with the required information, including your name, address, telephone number, e-mail address, and content details; and submit along with your Content and fee in accordance with the instructions that follow.
The Categories for entries are: (1) Teaser Film; (2) Short Film; (3) Visual Art; and (4) Literature (the “Categories”). There is no limit on the number of entries per person.
Each entry must comply with the following requirements (the “Content Requirements”) and you represent, warrant, and agree that you will NOT provide, submit or attempt to submit any Content that does not meet the Content Requirements.
Content must be in digital format. Only online entries will be eligible. No print or film submissions will be accepted for entry into the Festival Contest. All digital files must be 200 megabytes or smaller, must be in the formats designated by the applicable submission platform, and must be at least 1,600 pixels wide (if a horizontal image) or 1,600 pixels tall (if a vertical image).]
The Content, in its entirety, must be a single work of original material taken by the Contest entrant. By entering the Contest, entrant represents, acknowledges and warrants that the submitted Content is an original work created solely by the entrant, that the Content does not infringe on the copyrights, trademarks, moral rights, rights of privacy/publicity or intellectual property rights of any person or entity, and that no other party has any right, title, claim or interest in the Content.
All information provided with the Content must be complete and accurate.
Watermarks are not acceptable on the Content.
Content may not be patently offensive or promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
Content may not contain obscene material, including without limitation any material depicting bestiality, rape, torture, or scat;
Content may not contain any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer whether or not the performer is real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.;
Content may not
Content may not depict any person that has not expressly consented in writing to (a) use their depiction in such Content, and (b) our use of the Content in which they appear as permitted by these Official Rules and Agreement;
Content may not harass or advocate harassment of another person;
Content may not be an advertisement for goods or services or a solicitation of funds, except to the extent we have authorized you to do so in writing;
Content may not solicit personally identifiable information from anyone or includeany personal information such as telephone numbers, street addresses, last names, or email addresses, unless specifically requested by us;
Content may not promote information that is false or misleading or promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;;
Content may not involve the transmission of “junk mail,” “spamming,” “chain letters,” or other unsolicited mass mailing or instant messaging;
Content may not depict any third party trademarks or products or services in any manner that violates their rights or could otherwise create liability;
Content may not contain restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
Content may not involve commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
Content may not violates these Official Rules and Agreement, the Terms & Conditions and Privacy Policy applicable to our Platform (or any feature thereof), any additional rules posted on our Platform, or any applicable laws or regulations in any applicable jurisdiction.
You must own or have the necessary licenses, rights, consents and permissions to publish the Content on the Platform and grant to O’actually all rights granted hereunder. Upon our request, you will furnish us with any documentation, substantiation or releases necessary to verify your compliance with these Official Rules and Agreement.
You shall not submit any Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from Content that you submit.
All Content must conform with the technical and other additional guidelines specified by us. We will endeavor to post such additional guidelines on our website(s) that enable you to submit Content appropriately.
The entries will be judged in accordance with the Judging Criteria, as defined below. All entries must be submitted and received by May 1, 2015 at 12:00:00 p.m. EDT. Proof of submission is not proof of receipt. Entries must be made by the authorized account holder of the e-mail address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, internet domain owner, or other person or organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Sponsor reserves the right to examine the original Content/source material in order to confirm compliance with these rules.
RIGHTS GRANTED TO O’ACTUALLY
ALL ENTRANTS: Non-exclusive license: By providing or submitting any Content to the Festival Contest, you hereby grant to O’actually and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, distribute, display, modify, create derivative works and perform such Content on the Platform and otherwise, solely in connection with O’actually’s (and its successors’ and affiliates’) business from July 1st-August 31st 2015 for two months of the (the “Festival Exhibition Period”), without further compensation. In the event you are selected as a winner and awarded a prize, you hereby grant O’actually the above license for an additional year from the date of winner selection, from August 1st - July 31st, 2016. After the expiration of this license, O’actually shall have the right to license the Content on a non-exclusive basis, provided it shall provide commercially reasonable compensation therefor.
FESTIVAL Non-exclusive festival-related license: By providing or submitting any Content to O’actually (including, without limitation, via uploads or postings to the Platform), you hereby grant to O’actually and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, display, modify, and perform such Content in connection with the Festival Contest and promotion thereof in perpetuity, in any media formats and through any media channels, without further compensation. You also hereby grant each user of the Platform a non-exclusive license to access and perform your Content and related information through the Platform and/or Festival Contest, and to use, reproduce, distribute, display and perform such Content on the Platform and solely for their personal, non-commercial use.
None of the licenses granted hereunder grant O’actually the right to sell or distribute the rights to the Content outside of the Platform, the Festival Contest or O’actually’s promotion through other media of its Platform and Festival Contest.
You understand and agree, however, that O’actually may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted. The above licenses granted by you in information regarding the Content information (e.g., information about Content or filmed participants) are perpetual and irrevocable, and O’actually agrees to treat any personally identifiable information therein in accordance with its Privacy Policy for the Platform. You further authorize us to display your Content in a searchable format that may be accessed by users of the Platform, Festival Contest attendees and the Internet.
You waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Content.
If you become aware that Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, you agree to promptly provide us with detailed written notice thereof to: creative@oactually.com
USE OF CONTENT
O’actually is under no obligation to use, post, review, include or make reference to any Content. Subject to the limitation in Section 5.3 below, O’actually may, in its sole discretion, at any time, post, promote and/or include Video(s), or excerpts thereof, on the Platform or otherwise, in any form or media, in connection with the Festival Contest or O’actually’s business in general. O’actually may also remove any or all of the Content from the Platform or Festival Contest at any time in its sole discretion.
O’actually does not intend to add any copyright notice for the benefit of you on any Content. You shall file a registration with the U.S. Copyright Office if you wish to have available the remedies provided under the US Copyright Act, as amended (Title 17 of the United States Code). If you include a copyright notice as part of any Content, you agree that O’actually shall have no liability if O’actually or any person removes, covers, or obscures such notice or if such notice is otherwise deleted from the Content.
O’actually will provide appropriate attribution for Content that appears on the Platform and/or the Festival Contest, in such form, substance and placement as is determined by you within the range of attribution options offered by O’actually as part of the functionality of the Platform and/or format of the Festival Contest.
The selection of your Content for admission in the Festival Contest and/or display on the Platform does not constitute an implied or express determination that the contents of such Content conform to any applicable laws. You agree that O’actually has no obligation to you to display any Content on the Platform or to admit it in the Festival Contest. O’actually reserves the right to reject, delete, or remove, without notice to you, any Content that O’actually deems, in its sole discretion, to be unacceptable or inappropriate for any reason or for no reason, including if O’actually deems such Content to be abusive, defamatory, obscene, in violation of copyright, trademark or other intellectual property or privacy rights, or to be otherwise in violation of these Official Rules and Agreement.
You acknowledge that if O’actually receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law, O’actually may remove Content associated with such claim.
We may delay or fail to launch, or suspend or discontinue operation of the Platform or Festival Contest, or any feature thereof, at any time. You have no right to maintain or access your Content on the Platform and we have no obligation to return your Content or otherwise make it available to you. We may, in our sole discretion, delete, move, re-format, remove or refuse to exploit Content without notice or liability; provided, however, that we reserve the right to treat Content on the Platform or in connection with the Festival Contest, as content stored at the direction of festival entrants for which we will not exercise editorial control except to block or remove content that is obscene, violent, harassing or otherwise objectionable or to enforce the rights of third parties.
It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your Content.
You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of Content or other information may not be secure, and you should consider this before submitting any Content or other information to us.
OWNERSHIP
Subject to the rights and licenses granted herein, your Content shall remain your sole and exclusive property. You acknowledge that other persons may have submitted videos to us, may have made public or developed, or may originate, submit, make public or develop, material similar or identical to all or a portion of your Content or concepts contained therein, and you understand and agree you will not be entitled to any compensation from O’actually because of the use or exploitation thereof.

RENEGOTIATION PERIOD
After the licenses granted in Section 4 above expire, O’actually shall have, the right to contact you to negotiate the terms of an extended license to use and distribute your Content through the Platform or otherwise in connection with O’actually’s business activities.

REPRESENTATIONS & WARRANTIES
You hereby represent, warrant and covenant that:
you own or have the necessary licenses, rights, consents, and permissions to publish, and for O’actually to use and publish, the Content you submit;
all Content is your original work and not based on any other work(s);
you have the full right and authority to enter into these Official Rules and Agreement and to grant the rights granted hereunder;
it is not necessary for O’actually to obtain the consent of or pay any amounts to any third party in order to fully enjoy and exercise the rights granted to O’actually hereunder;
the Content supplied by you and the use thereof will not cause injury to any person or entity or violate any rights of any person or entity including, without limitation, rights of publicity or rights against defamation or libel or invasion of privacy;
you hold and will continue to hold all the ownership, license, proprietary and other rights necessary to enter into, authorize, grant rights and perform your obligations under these Official Rules and Agreement as described;
you shall comply with all of your obligations hereunder and all laws, rules and regulations that apply to your submission of Content and/or activities in connection with the Content;
all Content is in accordance with all of our posted guidelines and does not contain any viruses or any computer programming routines that are intended to or which have the potential to damage, detrimentally interfere with, surreptitiously intercept the Platform or any website, computer system, data or personal information;
all information provided by you in connection with these Official Rules and Agreement and the Content is current, accurate, and complete; and
all Content supplied by you shall has been produced in accordance with all applicable provisions of the Child Protection Restoration and Penalties Enhancement Act of 1990 (the “Child Protection Act”), as such act may be amended from time to time, and you shall keep all records required by the Child Protection Act or as requested by O’actually.
You further represent, warrant and agree that, with respect to all Content you submit, you have obtained (or, prior to submission, will obtain) written releases for the benefit of O’actually from each person participating or appearing in such Content,and/or from the owner of any material that appears in the Content, which releases include the right for O’actually to use such Content along with such person’s name, photographs, likenesses, and voice in connection with the Platform, Festival Contest and O’s (and its affiliates’ and successors’) business. With respect to all Content, you shall maintain copies of all such releases for a period of five (5) years from the date such Content last appears on the Platform, and shall provide copies of such releases to O’actually upon O’actually’s request. Upon Sponsor’s request, each entrant must be prepared to provide (within seven (7) calendar days of receipt of Sponsor’s request) copies of all such releases.
Upon the request of O’actually, you will furnish O’actually any additional documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of these Official Rules and Agreement, including, without limitation, the foregoing representations, warranties and covenants.
If the Content contains any material or elements that are not owned by the entrant and/or which are subject to the rights of third parties, and/or if any persons appear in the Content, the entrant is responsible for obtaining, prior to submission of the photograph, any and all releases and consents necessary to permit the exhibition and use of the Content in the manner set forth in these Official Rules and Agreement without additional compensation. NO ONE UNDER THE AGE OF MAJORITY IN THEIR RELEVANT JURISDICTION MAY APPEAR IN ANY OF THE CONTENT.
For the purposes of these Official Rules and Agreement, the entrant will be deemed to be in receipt of Sponsor’s request or notification, (a) in the event that Sponsor sends the request by postal mail, five business days after the request was sent by Sponsor, or (b) in the event that Sponsor sends the request by email, by the 2nd day that the email was sent by Sponsor.
CONTEST PRIZES
Finalist Prizes: Each Finalist Selection Entry will be entered into the Voting Period for a chance to win the Grand Prize or Audience Choice Prize. If your Content is determined to be a Finalist Selection, you will also receive a one year free subscription to the members’ only area of the Platform upon the launch of such area, if applicable. You will also be invited to pitch new ideas to the O’actually executive team.
Grand Prize: One Grand Prize will be awarded in each Category. The Grand Prize consists of $2500 US for Short Film, $1000 US for Teaser Film and $500 US for each of Visual Arts and Literature. 750 US for all Categories, except for Short Film for which the Grand Prize will be $1000 US.
Audience Choice Award: One Audience Choice Award will be awarded in each Category, for each piece of Content within each Category that receives the most “Votes” from Platform users during the Voting Period. The Audience Choice Award consists of $1000 US for Short Film, $750 US for Teaser Film and $500 US for each of Visual Arts and Literature. $500 US for all Categories, except for Short Film for which the Grand Prize will be $750 US.

Finalist Selection entrants shall be required to sign and return within ten (10) days following an attempted notification, an Affidavit, Declaration or Certificate of Eligibility, Liability Release, and where legally permissible, a Publicity Release and Warranty of Ownership and License in which the entrant warrants that he/she is the owner of the Content (and all the intellectual property rights in the Content submitted) and grants to Sponsor and its licensees the licenses set forth in these Official Rules and Agreement. Failure to execute and deliver any required documents to Sponsor by the specified deadline may result in disqualification from the Festival Contest, and selection of an alternate potential finalist. No prize transfer, assignment, or substitution by winners permitted. If a prize (or part of a prize) is unavailable, the Sponsor, in its discretion, reserves the right to substitute the original prize (or that part of the prize) with an alternative prize to the equal monetary value and/or specification, unless to do so would be prohibited by law.
NONCOMPLIANCE OR RETURN OF PRIZE NOTIFICATION AS UNDELIVERABLE, WHETHER BY REGULAR MAIL OR BY E-MAIL, MAY RESULT IN DISQUALIFICATION AND SELECTION OF AN ALTERNATIVE POTENTIAL WINNER.

JUDGING
C​ontest award judging​ consists of four (4) rounds of evaluation. In Round One, ​Sponsor will determine which entries are eligible based on the requirements set forth in these Rules and the instructions set forth ​at www.oactually.com/festival. In Round Two, Sponsor will determine five (5) applicable Finalist Selections in each Category, all Finalist Selections will be announced on July 15, 2015. In Round Three, Sponsor will host and distribute all Finalist Selections on its website and allow for ​its website ​users to vote on​ all such​ entries. The entry with the most votes at the end of Round Three ​in each Category ​will be awarded the Audience Choice award​ for that Category, the voting period will start at 12:01am PST on July 15th, 2015 and end at 11:59pm PST on July 27th, 2015 (the “Voting Period”). In Round Four, ​a panel of expert judges (at least one of whom will be independent of Sponsor) (“Judges”) will select the ​Grand Prize ​winning entries in each Category from among all eligible entries based on the following criteria (“Judging Criteria”):

(1) Artistic Quality (25%);

​(2) ​Creativity (25%);

(3) Genuineness/Authenticity of the entry (25%); and

(4) Embodiment of O’actually content criteria set forth in oactually.com/festival (25%).

In the event of a tie in either Round Three or Round Four, the tied entries will be submitted to the Judges for a re-judging between the tied entries alone. In the event that a tie remains after rejudging, the entry with the highest score in the artistic quality criteria will be declared the winner. Winners will be chosen on or around July 31st, and notified by email. Decisions of the judges are final and binding.

RELEASE
You hereby release O’actually and its affiliates, and its and their respective officers, directors, members, managers, partners, employees, agents, licensors, representatives, advertisers, service providers and suppliers harmless from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits and expenses (including legal fees and expenses) with respect to (i) your violation of these Official Rules and Agreement, or rights of us or any other person or entity, or any applicable law, and (ii) the Content. This release includes, without limitation, any and all liability for any use or nonuse of your Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

CALIFORNIA WAIVER
If you are a California resident, you hereby agree to waive California Civil Code 1542, which says:

“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.”

INDEMNIFICATION
You agree to defend, indemnify and hold harmless O’actually, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach or violation of the terms of these Official Rules and Agreement, including any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any Content to O’actually; (b) any Content posted or otherwise provided by you to O’actually; (c) your violation aor alleged violation of any third party right, including without limitation any right of privacy, publicity or intellectual property rights, (d) your violation or alleged violation of any law, rule or regulation of the US or any jurisdiction, (e) your acts or omissions. You agree to fully cooperate with us in the defense of any claim that relates to your Content and/or obligations hereunder. O’actually and its affiliates reserve the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Platform, the Festival Contest or to comply with legal, regulatory, audit and compliance obligations.

LIMITATION OF DAMAGES
NONE OF O’ACTUALLY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM THE CONTENT OR YOUR USE OF OR INABILITY TO USE THE PLATFORM. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF O’ACTUALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT O’ACTUALLY SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, O’ACTUALLY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF (1) YOUR FAILURE TO COMPLY WITH THESE OFFICIAL RULES AND AGREEMENT OR (2) CONTENT POSTED TO THE SITE OR PLATFORM BY YOU OR ANY THIRD PARTY.

LIMITATION OF LIABILITY
IN NO EVENT WILL O’ACTUALLY’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THE CONTENT, FESTIVAL CONTEST, PLATFORM OR THESE OFFICIAL RULES AND AGREEMENT EXCEED (A) THE AMOUNT (IF ANY) PAID BY YOU TO O’ACTUALLY IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION INITIATED BY YOU ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THESE OFFICIAL RULES AND AGREEMENT OR ANY CONTENT OR THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, O’ACTUALLY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. THIS PARAGRAPH WILL ONLY APPLY IF THE APPLICABLE AUTHORITY IN THE APPLICABLE JURISDICTION FINDS EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY TO BE UNCONSCIONABLE.

GOVERNING LAW AND CHOICE OF FORUM
These Official Rules and Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Official Rules and Agreement (including, without limitation, the Content) shall be filed only in the state or federal courts located in Boston, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

RIGHT TO CANCEL OR SUSPEND FESTIVAL CONTEST
If for any reason the Festival Contest is not capable of running as planned, due to infection by computer virus, bugs, worms, trojan horses, denial of service attacks, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of O’actually that corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Festival Contest, O’actually reserves the right, at its sole discretion, to disqualify any individual(s) who tamper with the entry process, and/or to cancel, terminate, modify, or suspend the Festival Contest. If O’actually elects to cancel or terminate the Festival Contest, O’actually will not retain any rights in the submitted Content, and will return the fees submitted with each Entry.

WINNERS LIST
Entrants are responsible for complying with these Official Rules and Agreement. Winners’ names will be available online atwww.oactually.com/festival on or about July 31, 2015.

MISCELLANEOUS TERMS
In any action against us arising from these Official Rules and Agreement (including, without limitation, in connection with the Content), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.
You agree that O’actually may provide you with notices by email. O’actually may address such notices to the e-mail address provided in connection with the submission Content and/or any other address provided by you in connection with your user account, if any, on the Platform.
THE FESTIVAL CONTEST IS VOID WHERE PROHIBITED. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Official Rules and Agreement, together with the Terms & Conditions, the Privacy Policy and any applicable Additional Terms, are the entire agreement between you and us relating to the subject matter herein. These Official Rules and Agreement may be modified only by our posting of changes to these Official Rules and Agreement on the Platform, or by written agreement of both parties. Each time you submit Content after any such changes, you will be deemed to have accepted any such changes.
Entries void if we determine the Content to not be original, if the entries are illegible, incomplete, damaged, irregular, altered, counterfeit, produced in error or obtained through fraud or theft, or if they otherwise don’t meet the Festival Criteria set forth herein (including all Content Requirements) and on oactually.com.
By entering, entrants also agree (a) to be bound by these Official Rules and Agreement; (b) that the decisions of the Judges are final and binding with respect to all matters relating to the Contest; and (c) that Sponsor may use the winning the Content as set forth herein without compensation or approval (except where prohibited by law). All federal, state/provincial/territorial and local taxes, fees and surcharges and taxes (whether foreign or domestic, and including income, sales, and import taxes) on prizes are the sole responsibility of the prize winners. In the event that the selected winner(s) of any prize is/are ineligible, cannot be traced or do not respond within 10 days to a winner notification as required by the “Contest Prizes” Section above, or refuses the prize, the prize will be forfeited and Sponsor, in its sole discretion, may choose whether to award the prize to another entrant.
Failure by the Sponsor to enforce any of its rights at any stage does not constitute a waiver of those rights. We may assign our rights and obligations under these Official Rules and Agreement. These Official Rules and Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Official Rules and Agreement, or to exercise any right under these Official Rules and Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
Neither these Official Rules and Agreement, nor any of the terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or granting a franchise between the parties.
O’actually will not be liable to you by reason of any failure or delay in performance because of events beyond O’actually’s reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers, third party platforms or publishers or hosting service providers or co-location facilities.
TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND O’ACTUALLY WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND O’ACTUALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR OTHER PROCEEDING.