Film-It Terms & Conditions
The following shall
constitute an Agreement effective from the date (“Acceptance Date”) on
which you submitted the Content and thereby accepted
the Terms of this Agreement. These terms and conditions govern the
contractual relationship between Film-It and you in relation to the grant of rights being
provided by you in relation to the Content.
1. You are
uploading and/or submitting certain visual or audio-visual content to
Film-It (the “Content”) and by uploading and/or submitting the Content to
Film-It, you grant us the full and non-exclusive rights to use the Content.
2.
You hereby irrevocably assign to Film-It absolutely and with full title
guarantee, all intellectual property rights and interest in and to the
Content (including, without limitation, the title thereof, any people
featured, performances, characters, names, trademarks, logos, animation,
audio (including but not limited to music, sound recordings and sound
effects) and any other rights or elements which make up, are depicted or
appear in, or which are associated with the Content and the file(s)
submitted to Film-It (regardless of the format, including (but not limited
to) submissions in URL formats). Such rights granted shall include the
right to bring, make, oppose, defend, appeal proceedings, claims or
actions and obtain relief (and to retain any damages recovered) in
respect of any infringement, or any other cause of action arising from
ownership of any of the rights in and to the Content whether occurring
before, on, or after the Acceptance Date. You hereby confirm that from
the Acceptance Date, Film-It shall be non-exclusively entitled to exploit
the Content (and authorise and grant other parties the right to exploit
the Content) in any way or manner and for any purpose Film-It see fit,
including (but not limited to) any form of commercial, promotion or
marketing capacity, on any and all media whether now known or hereafter
invented, throughout the world and in perpetuity. You understand and
agree that any brand names and logos may be added to the Content without
you being notified beforehand. Yet, you will be notified if your
Content will be monetized for commercial purpose. You furthermore,
grant Film-It (and/or any other third parties we authorize to use the
Content) the full right to use, edit and modify the Content in any
manner and without any limitations. You hereby grant to Film-It the right
to publicly issue details relating to the Content and/or any other
information relating to you and/or the Content (including but not
limited to your name, photograph(s), likeness or other details about
you). You confirm that you have procured any and all such rights from
any third parties in order for the foregoing to apply to any persons or
subjects featured in the Content.
3. You warrant and
undertake to Film-It that: (a) you have the full right to enter into this
Agreement and assign the rights (including, without limitation, any and
all intellectual property rights) in and to the Content and all
information provided by you to Film-It is true, accurate and not
misleading; (b) you are the full and legal owner of all rights
(including, without limitation, any and all intellectual property
rights) in and to the Content; (c) you have obtained all required
clearances and paid all monies necessary in order for us to be able to
exercise the rights granted by you herein and you confirm and warrant
that Film-It will not be required to obtain any other or separate rights,
clearances or license, nor shall Film-It be required to make any additional
payments to any parties in order to exercise the rights granted by you
herein; (d) all individuals featured in the Content have provided full
consent to their inclusion in the Content and you have obtained all
required consents, permissions and image/appearance releases from any
individuals, groups, parties or locations, so that you are able to grant
the rights granted herein, including (but not limited to) our right to
use, exhibit, distribute, exploit, reproduce and/or edit (without
limitation or restriction) such persons’ names, voices, likenesses,
appearance and performances contained in the Content. You agree that you
shall procure that any necessary third party shall execute, deliver and
provide any such additional documents (required by Film-It, in its sole
discretion) and perform such acts as may reasonably be required for the
purpose of giving full effect to this Agreement in a timely manner; (e)
nothing in the Content, nor its use or exploitation by Film-It, its
permitted licensees and/or any other third parties’ use of the Content
as authorized by Film-It, will infringe or violate the rights or interests
of any party (including but not limited to, copyright, trademarks,
patent rights, rights of privacy, image rights, moral rights, other
statutory, common law or contractual rights of any individual person or
entity or any other right of any third party, breach any contract or
duty of confidence, constitute a contempt of court, be defamatory,
obscene or otherwise unlawful, or bring Film-It or any third party into
disrepute; (f) all facts expressed by you in the Content are, to the
best of your knowledge and belief, true and insofar as the Content
contains any opinions, these opinions are your own and are genuinely and
truly held by you; (g) there has been no infringement or likely
infringement of any of the Content; (h) you have not granted, nor shall
you grant, to anyone else any exclusive right which would prevent or
impair in any way your right to assign the rights (including, without
limitation, any and all intellectual property rights) to us or which
conflict with the rights being granted by you to us; and (i) you have
used your reasonable endeavors to ensure that the Content does not
contain any viruses or malware.
4. You shall fully
indemnify, defend and hold harmless Film-It (and any third parties
authorized by Film-It using or exploiting the Content), their respective
officers, employees, successors, licensees and permitted assigns from
and against: (a) any costs, claim, demand, action, damages, loss and/or
expense arising from actions brought by any third parties arising from
any breach of any of the representations, warranties or agreements made
by you; (b) any claims of or respecting slander, libel, defamation,
invasion of privacy or right of publicity, false light, infringement of
copyright or trademark, or violations of any other rights arising out of
or relating to any use of the Content as authorized herein. You agree
and understand that Film-It is relying on the representations made by you
and any breach of the terms and/or warranties set out herein would cause Film-It injury and damage that cannot be adequately compensated by damages
in an action at law and you expressly agree that, without limiting our
remedies, Film-It shall be entitled to injunctive and other equitable
relief. You irrevocably release Film-It, its subsidiaries, affiliates,
successors, licensees and assigns from any claim of any nature in
connection with their use of the Content. You shall further fully
indemnify and keep Film-It fully indemnified against any costs, claim,
demand, action, damages, loss and/or expense (including but not limited
to any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest penalties, legal costs and any other
reasonable costs and expenses suffered or incurred by Film-It) arising
directly or indirectly from any breach or non-performance by you of this
Agreement and you shall pay all such costs, claim, demand, action,
damages, loss and/or expense forthwith on demand by Film-It. At the request
of Film-It and at your own expense, you shall provide all reasonable
assistance to enable Film-It to resist any claim, action or proceedings
brought against Film-It as a consequence of any breach of this Agreement.
Such shall apply whether or not Film-It has been negligent or at fault. You agree that the foregoing shall
apply to you and to any persons featured within the Content and you
have obtained required permissions from such persons in order to grant
such rights to us.
5. By submitting the Content to us and
assigning the rights of such Content exclusively to Film-It in accordance
with the terms and conditions set out herein, even you may not be
selected as the winner of the Film-It competition. You shall be
given the opportunity to receive a Reward in the sum of $100 USD (or equivalent BDT amount on the date of announcement) (the “Reward”). You hereby acknowledge the
foregoing to be of good and valid consideration for all rights granted
here-under. The Reward shall only become payable if and when the Content
has been uploaded on Film-It official Facebook page, as seen at
https://www.facebook.com/pg/FilmItWorld (the “Page”) and announced as the month's winner. Should the
Reward become payable, Film-It shall notify you via email and ask you to
provide your payment details; and the Reward shall then be made to you
within thirty (30) days following Film-It’s receipt of such payment details
from you. You shall provide Film-It with the requested payment details
within thirty (30) days, failing which the Reward shall no longer be
payable. Film-It shall not be liable for any late payment, should such late
payment be due to your delay or failure to supply us with the required
payment form. Should it arise that you have breached any of the terms
set out in this Agreement (including the Warranties made by you herein)
or if you fail to comply with your obligations under this Agreement,
after the Reward has been paid to you by us, you shall be liable to
return the Reward to us (in full and without any deductions of any kind
whatsoever) within thirty (30) days of our notification of such breach
to you in writing (which shall include email). You understand and agree
that all the Terms set out in this Agreement and your assignment of all
rights in and to the Content shall remain in full force and effect
regardless of whether the Content is featured on the Page or not, and
regardless of whether the Reward is paid. Film-It shall not be obliged to
use the Content and in the event that the Content is not used, Film-It shall not be required to pay you the Reward, however the assignment of
rights set out herein shall remain valid and binding in consideration of
the opportunity provided to you. For the avoidance of doubt, should the
Content be shared on any other properties owned by or run by Film-It, the
Reward shall not become payable. You understand that we may be required
to deduct amounts from the Reward, if required by law (including but not
limited to any form of tax) and that sums may be deducted from the
Reward due to payment charges (including but not limited to bank and/or
bKash transfer or other service fees).
6.
You agree not to make any disclosures or supply any information to any
third party relating to any matters arising under this Agreement, save
with the prior written consent of Film-It. You further agree not to give
any person any interview or make, give or release any statement for
publication by any means or medium relating to the Content without Film-It’s prior written consent.
7. This Agreement
constitutes and sets out the entire agreement between the parties at the
date hereof relating to the subject matter of this Agreement and
supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between the
parties, whether written or oral, relating to its subject matter. A
person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Ordinance or otherwise to rely upon
or enforce this Agreement, save that Film-It shall be entitled to exercise
its rights hereunder and rely on and enforce this Agreement as if it
were a party hereunder.
8. You may seek to terminate this Agreement at any time; however, THESE
TERMS SHALL ONLY BE TERMINABLE UPON THE MUTUAL AGREEMENT OF THE
PARTIES, THE CONSENT OF WHICH MAY BE GRANTED OR DENIED IN FILM-IT'S SOLE
DISCRETION. Film-It may terminate this Agreement immediately on
giving written notice to you. No termination of this Agreement shall
affect any prior license of the video by Film-It prior to termination,
which shall continue in full effect under these Terms.
9.
This Agreement shall be governed by and construed in accordance with
Bangladesh law and the parties hereby agree that the courts of Bangladesh shall have exclusive jurisdiction to settle any dispute or claim arising
out of or in connection with this Agreement. By uploading video to Film-It, you agree to be bound by the Terms set out
under this Agreement.
