OpenFlix Film Fund Creator Agreement

This Creator Agreement (this “Agreement”) is a binding contract between you and Open Labs, LLC, a Wyoming limited liability company operating the OpenFlix brand at openflix.co (“OpenFlix,” “we,” “us,” or “our”). It governs your use of the OpenFlix Film Fund to ask the public to support a film or other screen project in exchange for Rewards.

You accept this Agreement when you create or launch a Campaign. If you do not accept it, do not launch one.

This Agreement supplements, and does not replace, the Terms of Service, the Privacy Policy, and the Acceptable Use Policy, each incorporated here by reference. Where this Agreement and the Terms of Service conflict on a question specific to the Film Fund, this Agreement controls for that question. Your Backers contract with you on the terms of the Film Fund Backer Agreement, and you must not contradict it.

Last reviewed September 14, 2026.

1. Definitions

Capitalised terms have the meanings given below. They are used the same way in the Backer Agreement, so the two documents describe one system rather than two.

• Creator means you, the person or entity running a Campaign. “You” means the Creator.
• Backer means a person who makes a Pledge to your Campaign.
• Campaign means your funding project on the Film Fund, including its Goal, its Deadline, its Reward Tiers, its media and every statement on its page and in its updates.
• Campaign Materials means all text, images, video, artwork, logos, audio and other content you publish through a Campaign.
• Goal means the funding target of a Campaign, and Deadline means its closing date and time.
• Pledge means a Backer's commitment to support your Campaign at a stated amount, together with their authorisation for us to charge their payment method for it. While your Campaign is running towards its Deadline we charge at Collection. A Late Pledge is charged when it is made.
• Late Pledge means a Pledge made to your Campaign after its Deadline, where it met its Goal and you chose to keep accepting support. Section 8.7 governs it. A Campaign that missed its Goal can never accept one.
• Pledged Total means the sum of Pledges standing on a Campaign. It is a measure of commitments made, not money held.
• Collection means charging saved payment methods after a Campaign meets its Goal; a Collected Pledge is one that has actually cleared. Collected Total is the sum of them.
• Shortfall means the difference between the Pledged Total and the Collected Total on a successful Campaign.
• Reward Tier or Tier means a support level you offer, with a minimum amount and a described set of Rewards. A Reward is one promised item, benefit or acknowledgement within a Tier.
• Claimed Tier means a Tier at least one Backer has taken.
• Fulfilment means delivering a Reward to the Backer entitled to it.
• Survey means the post Collection form we send a Backer to gather what Fulfilment needs, such as a shipping address, a size, or the spelling of a credit.
• Platform Fee means the percentage of each Collected Pledge that we retain, described in Section 9.
• Payout means the credit of your share of a Collected Pledge to your payout balance on the platform, and Payout Hold means the period in Section 9.3 between Collection and Payout.
• Clawback means our recovery of a Payout after a refund, and Lien means the amount of a Clawback we could not recover, described in Section 10.5.
• Film Fund means the service described in this Agreement, taken as a whole.

2. Your role and ours

2.1 You are the principal. The Campaign is yours. You decide what to promise, what to charge for it, what the project is, and how it gets made. Every promise on your Campaign page is your promise, made by you to your Backers.

2.2 We are the venue. We provide the software, the hosting, the payment rails and the fulfilment tooling. We are not your producer, your partner, your employer, your agent, your fiduciary or a joint venturer with you, and nothing in this Agreement creates any of those relationships.

2.3 We are not a party to your promise to Backers. We do not guarantee your project, your Rewards or your conduct. If you fail to deliver, the claim is against you.

2.4 We do not endorse you. Publishing your Campaign, featuring it, or including it in any promotional material is not an endorsement, a verification, or a statement that your Campaign Materials are accurate.

3. Eligibility and your account

3.1 You must have an account, be at least 18 years old, and have the authority to bind yourself or the entity you are acting for. If you run a Campaign for an entity, you promise you are authorised to do so and this Agreement binds that entity.

3.2 You must be able to receive payouts lawfully, must not be subject to United States sanctions, and must not be located in a comprehensively sanctioned territory. We may require identity verification, business documentation or tax information before publishing a Campaign or releasing a Payout, and may withhold a Payout until we receive it.

3.3 One person or entity is responsible for each Campaign. You remain responsible for anyone you allow to act on your Campaign.

4. Building and launching a Campaign

4.1 Everything you publish must be true. Your Campaign Materials must accurately describe the project, its stage, who is attached to it, what the money is for, what each Tier promises, and what you can realistically deliver and when. Do not describe as attached anyone who is not attached. Do not show footage as your own when it is not. Do not present a projection as a fact.

4.2 Goal and Deadline. An all or nothing Campaign must carry a Goal above zero and a Deadline in the future; we refuse to launch one that does not. Set a Goal that is the amount you actually need to deliver what you are promising. Underfunding a project deliberately so that it clears a low bar is a breach of Section 16.

4.3 Review. We may review a Campaign before it is published, may ask you to change it, and may decline to publish it. Review is for our own risk purposes. It is not an audit, not approval of your claims, and not advice.

4.4 Currency. A Campaign runs in one stated currency, and Pledges, Collection, the Platform Fee and Payout all use it. You are responsible for any conversion cost between that currency and the one you spend in.

5. Rights, clearances and content

5.1 You must have the rights. You promise you own or have licensed everything in your Campaign Materials and everything you promise as a Reward, including the underlying work, the script, footage, stills, artwork, logos, music, fonts, trademarks, and the name, image, voice and likeness of every person shown. Where a project depends on an option, a chain of title, guild or union arrangements, or a third party licence, you promise those are in place or that you have disclosed plainly that they are not.

5.2 Licence to us. You grant us a worldwide, non exclusive, royalty free, sublicensable licence to host, store, reproduce, adapt for formatting, publicly display, publicly perform and distribute your Campaign Materials, and to use your project's name, key art and short excerpts, for the purpose of operating, promoting and marketing the Film Fund and the platform, including in share cards, listings, newsletters, social posts and advertising. This licence lasts as long as your Campaign is on the platform and, for material already used in promotion or held in archival records, for a reasonable period afterwards.

5.3 Your rights stay yours. We claim no ownership of your project, your Campaign Materials or the finished film, and no interest in the money you receive beyond the Platform Fee.

5.4 Complaints. We may remove Campaign Materials in response to a credible rights complaint, in accordance with the notice and takedown process in the Terms of Service.

6. Prohibited Campaigns

You may not run a Campaign, or offer a Reward, that involves any of the following. This list adds to the Acceptable Use Policy, which also applies.

• Any offer of equity, revenue share, royalty, profit participation, a share of proceeds, interest, repayment, or any other financial entitlement. The Film Fund sells Rewards. If your project needs capital on financial terms, that is a different feature with its own agreements, and mixing the two on a Film Fund Campaign is a serious breach.
• Sexual or pornographic content, and any content sexualising a minor. Content of the second kind is reported to the authorities and ends your account immediately and permanently.
• Hate speech, dehumanising content, or content targeting a person or group for abuse or harassment.
• Impersonating a person, studio, brand or public body, or implying an association, endorsement or attachment that does not exist.
• Illegal goods and services, weapons, drugs, stolen property, counterfeits, and anything you cannot lawfully sell or send to the Backer receiving it.
• Anything requiring a licence you do not hold, including regulated financial, medical, legal or gambling activity.
• A Reward that is a lottery ticket, a raffle entry, a game of chance, or a chance to win something.
• Charitable solicitation presented as a Campaign, unless you comply with every charitable solicitation law that applies to you and say plainly who receives the money. A Campaign run through a verified fiscal sponsor under Section 9.2c may describe contributions as tax-deductible gifts to that sponsor; no other Campaign may.
• Spam, deceptive or manipulative promotion, and any attempt to inflate apparent support, including backing your own Campaign directly or through others.
• Anything that breaks a law applying to you, to us, or to a Backer.

We may remove a Campaign that breaches this Section at any stage, including after a successful close, and may refund Backers under Section 10.

7. Reward Tiers and what you may change

7.1 Describe a Tier fully. Each Tier must state what a Backer receives, whether anything ships, where it ships to, and a delivery estimate made in good faith. A Tier that promises a credit on screen must say what the credit is.

7.2 A Tier freezes as soon as somebody takes it. Until a Tier is claimed, and while the Campaign is still live, you may change it freely or delete it. Once a Backer has taken it, you may still change its name, its description, its images, its delivery estimate, its position in the list, and the wording of what it promises. You may not change its price, where it ships to, its credit line, or what it actually contains, and you may not add or remove Rewards within it. You may not reduce a quantity limit or impose one on a Tier you sold as unlimited. Once a Campaign reaches Collection, Tiers are fixed entirely, because at that moment we are recording what each Backer is owed.

7.3 A Claimed Tier is never deleted. Real people paid for exactly what that Tier says. Deleting it would destroy the only record of what they were promised, so the system refuses. Adding a new Tier to a live Campaign is always allowed, because it takes nothing away from anyone.

7.4 Limited quantities must be real. If you cap a Tier, the cap is a promise about scarcity. Do not advertise scarcity you do not intend to honour.

7.5 Whether a Survey is sent is derived, not chosen. We decide whether a Backer is asked for delivery details from what the Tier contains and where it says it ships. You cannot set that flag yourself: doing so would either harvest addresses nobody needs or leave a physical Reward with nowhere to go.

7.6 Merchandise Rewards. A merchandise Reward must point at a product in your own store on the platform. When a Backer completes their Survey we create a fulfilment order for you at zero price, because the Backer already paid you for those goods through the Campaign and pricing the order would pay you a second time. Any value you state for customs purposes is a statement about the goods and is not a price, a refund entitlement, or a valuation of the Pledge.

7.7 Rewards we cannot yet grant automatically. Some Reward types are recorded and held rather than granted, either because they are waiting on something (a film that has not been published, an address you do not have yet) or because an automated grant path does not exist for them. Your Campaign management screens flag these. A held Reward is still a Reward you owe, and the fact that our tooling has parked it does not discharge your obligation under Section 11.

8. The outcome of a Campaign

8.1 Goal not met. The Campaign fails at the Deadline. Every Pledge is released, Tier places are returned, and no charge is ever created. You receive nothing and no Backer owes anything. A failed Campaign cannot be reopened and can never take a Late Pledge under Section 8.7. You told everyone who backed it that they would be charged nothing unless you reached your Goal, and that promise survives the Campaign.

8.2 Goal met. The Campaign succeeds and Collection begins. We charge saved payment methods, retrying declines on a fixed schedule of 1, 3, 7 days and keeping Collection open for 14 days after the Campaign succeeds. Pledges still uncollected at the end of that window are written off.

8.3 The Shortfall is yours. Cards saved weeks earlier expire, get replaced, get cancelled, or need an approval the Backer never gives. Expect a small percentage of a successful Campaign never to clear. Your dashboard shows both the Pledged Total and the Collected Total, and you should plan against the Collected Total.

8.4 Success is not reversed. A Campaign that met its Goal stays successful even if the Shortfall turns out to be large. We do not unwind a successful close, because you will have committed to crew, vendors and dates immediately afterwards. The Shortfall is a budget problem for you to manage, not a ground to cancel.

8.5 Overfunding. Passing your Goal does not change your obligations. You still owe every Reward you promised, and the extra money is subject to the same fee, the same hold and the same duties.

8.6 You still owe the Rewards even if the money runs out. Underestimating a budget, mispricing a Tier, or spending the money on something else does not discharge your obligation under Section 11.

8.7 Late Pledges are yours to switch on. Once your Campaign has met its Goal and closed, you may choose to keep accepting support while the project is being made and its Rewards are being prepared. Nobody switches this on for you and it is never assumed: until you turn it on, your closed Campaign takes nothing. You can turn it off again whenever you like.

It is offered only on a Campaign that succeeded and has not yet finished delivering. A Campaign that missed its Goal, that was cancelled, or that has completed its Fulfilment cannot take a Late Pledge, and the system refuses to open one.

If you switch it on, you are taking on these obligations:

• Your Backers are charged immediately. A Late Pledge is taken from the Backer's card at the moment they confirm it, not at a Collection. There is no Shortfall on it and no retry ladder, because there is no unattended charge weeks later. It is a Collected Pledge from the moment it exists.
• You owe the Rewards. A Late Pledge buys the Tier it was made at. Your obligation under Section 11 is exactly the same as it is to a Backer who supported you before your Deadline, and it does not matter that your budget was set before they arrived.
• Your Tier limits still bind. A Tier you sold as limited keeps the limit you advertised. Staying open does not enlarge it, and a sold out Tier stays sold out. Section 7.4 applies with full force: you may not switch this on and then quietly print more of something you sold as scarce.
• A Claimed Tier is still frozen. Section 7.2 continues to govern what you may change. You may add a new Tier for late supporters, because that takes nothing from anyone; you may not re-price or re-cut a Tier that people already hold.
• The Backer cannot withdraw. Their money moved when they pledged, so the only remedy available to them is a refund under Section 10, which reaches your balance the same way any other refund does.
• The fee, the hold and the duties are unchanged. The Platform Fee in Section 9.1 is taken at the rate your Campaign launched with, and your share is credited 7 days after the Pledge clears, exactly as in Section 9.3.

Turning Late Pledges off closes the door to new ones and does nothing to the ones you already took. Those were charged when they were made, and you owe their Rewards whether the switch is on or off.

9. The Platform Fee and your payout

9.1 The fee. We retain a Platform Fee of 5 percent of each Collected Pledge and credit you the remainder. The fee is calculated per Pledge and rounded in your favour, so we never gain a fraction of a unit from our own rounding rule.

9.2 The rate is fixed at launch. Your Campaign records its Platform Fee, its fee plan and how card processing is handled when it is created, and keeps them once it launches. We may change the published rate, but a change never re-prices a Campaign that is already running.

9.2a Card processing. For a Campaign created on or after September 14, 2026, card processing is deducted from each Collected Pledge in addition to the Platform Fee, at the amount our payment processor actually charged. A Backer may choose to cover both the Platform Fee and card processing at checkout, in which case you receive the whole Pledge, and any amount they paid beyond the actual fees is credited to you. For a Campaign created before that date, the Platform Fee remains the only deduction and we meet card processing out of it. Processing that our payment processor keeps when a Pledge is refunded is recovered from your share of that Pledge.

9.2b Reduced-fee plans. You may apply, before your Campaign launches, for a Platform Fee of 1 percent or 0 percent. We decide every application and may approve a smaller reduction than you asked for. On a reduced plan, card processing is always deducted as in Section 9.2a, and Backers are offered an optional tip to OpenFlix. Tips belong to OpenFlix, are never part of your payout and never count towards your goal. A Campaign cannot launch while an application is waiting for a decision, and its plan cannot change after launch.

9.2c Fiscal sponsors. Before launch you may ask a nonprofit verified on OpenFlix (a "Sponsor") to sponsor your Campaign. If it agrees, every contribution is a gift to the Sponsor: your share of each Collected Pledge under this Section is transferred to the Sponsor instead of your payout balance, and the Sponsor, which keeps its own admin fee and full discretion over the money, decides whether and when to grant it to you. Your agreement with the Sponsor governs those grants; OpenFlix is not a party to it and does not guarantee them. A Campaign cannot launch while a sponsorship request is undecided or before the Sponsor can receive transfers, and its Sponsor cannot change after launch. Matching contributions are not available on a sponsored Campaign.

9.3 The Payout Hold. Your share of a Collected Pledge is credited to your payout balance 7 days after that Pledge clears. The hold exists so that a refund in the first days after a charge costs nobody anything: we simply do not release money we have not yet handed over. Payouts are released Pledge by Pledge, so a Campaign with a long collection tail is credited in instalments.

9.4 A refunded Pledge is not paid out. A Pledge that has been refunded, in whole or in part, before its hold expires is not released to you.

9.5 Payout balance and withdrawal are two different things. A Payout credits a balance on the platform. Moving that balance to your bank is a separate withdrawal request, governed by the platform's payout terms, subject to identity and tax verification, to any minimum, and to Section 10.5. We do not guarantee a withdrawal timetable.

9.6 Set off. We may set off any amount you owe us, under this Agreement or any other agreement with us, against any balance we hold for you.

10. Refunds, Clawback and the Lien

10.1 Who issues refunds. Refunds of Collected Pledges are issued by us. You cannot issue one yourself. If you agree with a Backer that they should be refunded, ask us and we will process it.

10.2 When we will refund. We may refund a Collected Pledge, in whole or in part, where you ask us to, where a Reward cannot be delivered, where a Campaign was materially misdescribed, where a Campaign is removed under Section 6 or 15, where a payment was unauthorised, or where consumer law requires it. We will normally tell you first, unless fraud or a legal obligation makes that inappropriate.

10.3 Before your Payout. A refund issued while the Pledge is still inside the Payout Hold costs you nothing to unwind, because you were never credited.

10.4 After your Payout: the Clawback. If a Pledge is refunded after it has been paid out, we recover your share of the refunded amount from your payout balance. We recover only your share; the Platform Fee was never yours and is not charged back to you.

10.5 The Lien. A Clawback never pushes your balance below zero. If your balance does not cover it, the remainder is recorded as an amount you owe us, and it is deducted from what you can withdraw until it is settled. In plain terms: you cannot withdraw ahead of a refund you owe. The debt is due and payable, and we may recover it by set off, from later Campaign proceeds, or by ordinary legal means.

10.6 Rewards after a refund. A refund revokes any Reward the Backer has not yet received and ends access granted to a title. Merchandise already shipped and a membership already in use are left in place and referred to a person to decide, because withdrawing something a Backer is in the middle of should be somebody's decision rather than an automatic consequence. Where the Backer keeps what they were given, the cost of that stays with you.

10.7 Chargebacks. Where a Backer disputes a charge with their bank, we may respond using the Campaign record and may recover the amount and any fee from you on the same basis as a Clawback. A pattern of chargebacks on a Campaign is grounds for suspension under Section 15.

11. Your Fulfilment obligations

11.1 The core promise: deliver or refund. If your Campaign is funded, you must either deliver every Reward you promised, to every Backer entitled to it, or refund the part of each Pledge attributable to what you cannot deliver. There is no third option. This obligation is owed to your Backers and, as a term of this Agreement, to us.

11.2 Use the money for the project. Money collected on a Campaign is for making the project and delivering the Rewards described. Using it for something else while Rewards are outstanding is a breach.

11.3 Work at it in good faith and on a reasonable timetable. Schedules slip and Backers understand that. What they are entitled to is genuine effort, honest reporting, and delivery within a reasonable time of your stated estimate.

11.4 Surveys and addresses. Send Surveys promptly once Collection completes, and use the details you receive only for Fulfilment. A Backer has 30 days to respond. A Backer who does not respond after reasonable reminders may be treated as undeliverable for that Reward; you must still make the reasonable attempts, and you must keep a record of them.

11.5 Substitutions. You may offer a substitute Reward of at least equivalent value where the original becomes impossible. A substitute must be offered, explained and declinable. Quietly swapping what a Backer paid for is a breach.

11.6 If the project fails. If you conclude that the project cannot be completed, or that Rewards cannot be delivered, you must promptly: (a) post an update telling your Backers plainly what has happened; (b) account for how the money was spent, in reasonable detail; (c) explain what you will do with anything left; and (d) refund what you can, through us, for Rewards that will not be delivered. Failing quietly is the one outcome this Agreement does not tolerate.

11.7 Access Rewards have an outer limit. A Reward that waits on a project being published on OpenFlix expires 24 months after it is created if the project has not been published by then. At that point it becomes a Reward you cannot fulfil, and Section 11.6 applies to it.

11.8 Product safety and law. Any physical Reward must be safe, correctly labelled and lawful to sell, export and import into the Backer's country. You are the seller of it for every legal purpose, including product liability, consumer law, customs and export control.

12. Communicating with Backers

12.1 Updates. Post updates while a Campaign is running and while Rewards are outstanding. An update is visible to your Backers only unless you choose to publish it openly, which is deliberate: production news often carries unreleased footage, a slipped date or a candid budget note.

12.2 Honesty. An update must not misstate the state of the project, the state of the money, or the state of Fulfilment. Silence in the face of a material problem is itself a misrepresentation.

12.3 Email is opt in and standing Pledges only. We enrol a Backer in your update emails only if they asked to hear from you and only while their Pledge stands. Someone who withdrew, or whose Pledge was released when a Campaign missed its Goal, did not sign up to your mailing list, and you must not contact them.

12.4 Marketing law. Every message you send through the platform must comply with applicable marketing and messaging law, including unsubscribe requirements and accurate sender information. Unsubscribe requests must be honoured.

13. Backer data

13.1 Purpose limitation. You may use Backer personal information only to fulfil Rewards, to send updates about the Campaign it came from, and to meet a legal obligation. You may not use it for anything else.

13.2 No sale, no sharing. You may not sell, rent, licence, trade or otherwise disclose Backer personal information, except to a service provider acting on your instructions for Fulfilment and bound to equivalent terms.

13.3 Security and retention. Keep it secure, keep it no longer than Fulfilment and your legal obligations require, and delete it when you no longer need it. Tell us promptly if it is exposed.

13.4 Your own obligations. In relation to information you receive, you act on your own account and are responsible for complying with the privacy and data protection law that applies to you, including honouring access and deletion requests you receive directly.

13.5 Anonymous Backers. A Backer may choose not to appear publicly. That choice governs what the public sees. Where you receive delivery details because something has to be posted to them, you must not publish, disclose or use those details to identify that Backer publicly.

14. Taxes

14.1 Money you receive through the Film Fund may be taxable income to you. You are solely responsible for determining, reporting and paying every tax that applies to you, including income tax, sales tax, value added tax, goods and services tax, and any customs or import charge on Rewards you send.

14.2 We may collect tax information from you, may withhold where the law requires it, and may report payments to a tax authority. Nothing we provide is tax advice.

15. Cancellation, suspension and removal

15.1 You may withdraw a Campaign before Collection. Until Collection begins you may cancel. Every outstanding Pledge is released, Tier places are returned and nobody is charged.

15.2 You may not cancel once Collection has begun. After that point money has moved and the only route is a refund under Section 10, with the Clawback and Lien consequences that follow.

15.3 We may suspend or remove. We may pause a Campaign, refuse or reverse Collection, withhold a Payout, remove a Campaign, or suspend or close your account, where we reasonably believe there is fraud or deception, a breach of this Agreement or the policies it incorporates, a legal or regulatory problem, a credible rights complaint, a payment or chargeback risk, a failure to fulfil, or harm to Backers or to the platform.

15.4 Effect. If we act before Collection, nobody is charged. If we act afterwards, we may refund Backers and recover from you under Section 10. Suspension does not suspend your Fulfilment obligations.

15.5 Discontinuation. We may change, suspend or discontinue the Film Fund. If we do so while your Campaign is open and unfunded, no Pledge on it will be charged.

16. Your representations and warranties

You represent and warrant, on launching a Campaign and continuously while it runs and while Rewards are outstanding, that: (a) you meet Section 3; (b) every statement in your Campaign Materials is true, not misleading, and not misleading by omission; (c) you hold the rights described in Section 5.1; (d) you intend in good faith to complete the project and deliver the Rewards, and you reasonably believe you can do so with the funds you are asking for; (e) your Campaign complies with Section 6 and with every law that applies to you, to the project, and to each Reward in each place it will be sent; (f) you will not artificially inflate support for your Campaign; and (g) you are not using the Film Fund to raise capital on financial terms in substance while describing it as a Reward.

You will tell us promptly if any of these stops being true.

17. Disclaimers

THE FILM FUND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, OPENFLIX AND OPEN LABS, LLC DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT.

We do not warrant that your Campaign will reach its Goal, that any particular number of Pledges will clear, that the Film Fund will be available without interruption, that any promotion will be given to your Campaign, or that any Backer will behave in any particular way.

18. Limitation of liability

18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OPENFLIX NOR OPEN LABS, LLC, NOR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OPPORTUNITY, LOST FUNDING, WASTED EXPENDITURE, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE FILM FUND, A CAMPAIGN, A PLEDGE, A PAYOUT OR A REWARD.

18.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES WE ACTUALLY RETAINED FROM YOU IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100). THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS.

18.3 Shortfall and collection risk. We are not liable for the Shortfall, for a Pledge that never clears, for a Backer who withdraws, for a declined card, or for a Campaign that misses its Goal. Those are the ordinary risks of the model and they sit with you.

18.4 These limits apply even if a remedy fails of its essential purpose and are an essential part of the basis on which we offer the Film Fund.

19. Indemnification

You will defend, indemnify and hold harmless OpenFlix, Open Labs, LLC and our affiliates, officers, directors, employees, agents, licensors and suppliers from any claim, demand, loss, liability, damage, fine, penalty, cost or expense, including reasonable legal fees, arising out of or relating to:

• your Campaign, your project, your Campaign Materials or any Reward, including a claim by a Backer that you failed to deliver;
• a claim that your Campaign Materials or a Reward infringe or misappropriate any right, including intellectual property, publicity, privacy or moral rights;
• your breach of this Agreement, of any representation or warranty in it, or of any policy it incorporates;
• your handling of Backer personal information;
• any tax, duty, levy, product liability or consumer law claim relating to a Reward; and
• any allegation that your Campaign involved an offering of a financial interest, however characterised.

We may assume the exclusive defence and control of any matter subject to indemnification by you, at your expense, and you will cooperate with us. You may not settle a matter in a way that admits liability for us or imposes an obligation on us without our written consent.

20. Resolving disputes with us

20.1 Talk to us first. Before starting any formal proceeding against us, send written notice to legal@openluxe.co setting out who you are, what happened and what you want. The parties will try in good faith to resolve it informally for at least sixty days, and limitation periods are paused during that time.

20.2 Arbitration and class action waiver. The arbitration agreement, the class action waiver, the batch arbitration process, the small claims carve out, the injunctive relief carve out, the thirty day right to opt out and the jury trial waiver in the Terms of Service apply to any dispute arising out of or relating to this Agreement, on the same terms and with the same carve outs. Read that section carefully: it affects your right to bring a claim in court and to have a jury hear it.

20.3 Time limit. To the fullest extent permitted by law, any claim arising out of or relating to this Agreement must be brought within one year after it arose, or it is permanently barred.

20.4 Disputes with Backers. This Section governs disputes between you and us. A dispute between you and a Backer is yours to resolve, and we are not a party to it, an arbiter of it, or liable in it.

21. Governing law and venue

This Agreement is governed by the laws of the State of Wyoming, United States of America, without regard to its conflict of law rules. Subject to Section 20.2, the state and federal courts sitting in Wyoming have exclusive jurisdiction, and you consent to their jurisdiction and venue.

22. Changes to this Agreement

22.1 We may amend this Agreement. We will post the amended version with a new review date and, where the change is material, give notice through the platform or by email to the address on your account.

22.2 Running Campaigns. An amendment applies to Campaigns you launch after it takes effect. A Campaign already running keeps the version in force when it launched, except for changes we must make to comply with law. The Platform Fee rate is fixed at launch in every case, as stated in Section 9.2.

23. General

23.1 Assignment. You may not assign or transfer this Agreement, a Campaign, or your Fulfilment obligations, by operation of law or otherwise, without our written consent. Selling or reorganising the project does not move the obligation off you unless we agree in writing. We may assign this Agreement in connection with a merger, acquisition, financing, reorganisation or sale of assets.

23.2 Independent parties. You and we are independent contractors. Neither may bind the other.

23.3 Notices. We may give you notice by email to the address on your account, by in platform message, or by posting on the platform. Notices to us go to legal@openluxe.co.

23.4 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control. This does not excuse an obligation to pay money already due, and it does not excuse a failure to communicate honestly with your Backers under Section 11.6.

23.5 Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the rest stays in force.

23.6 No waiver. A failure to enforce a provision is not a waiver of it.

23.7 Survival. Sections 2, 5.2, 6, 9.6, 10, 11, 13, 14, 16, 17, 18, 19, 20, 21 and 23 survive the end of this Agreement, the closing of a Campaign and the closing of your account. Your Fulfilment obligations survive until they are discharged.

23.8 Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between you and us about running a Campaign.

23.9 No third party beneficiaries. This Agreement does not create rights enforceable by anyone other than you and us. A Backer's rights come from the Backer Agreement and from their contract with you, not from this one.

23.10 Headings and summaries. Headings, the contents list and the summary box near the top are for convenience. Where a summary and an operative provision differ, the operative provision governs.

24. How to reach us

Open Labs, LLC (operating the OpenFlix brand)
Support: support@openluxe.co
Legal: legal@openluxe.co
Film Fund: openflix.co

The other side of this arrangement is set out in the Film Fund Backer Agreement, which is what your Backers agree to when they pledge.