Filma

Filma Brands Terms and Conditions

Updated: 7 June 2020
Below lists out our terms and conditions for our project services agreement between Filma LLC and Brands.
Please note this does not include the project order. The project order will be presented to you by a producer at the time of signing the project services agreement.

1) FILMA’S RESPONSIBILITIES
Platform Access
You may create an Account and access and use the Platform through your Account. The Platform is an online video project management platform. All relevant project information will be available on the platform, such as schedules, due dates, videos for review, revisions and anything else related to the project.

Projects
We will manage Filmmakers to provide their Filmmaker Services on Jobs for your Projects. We will directly charge you the Project fees for each Project. Changes to the Project Brief may require the Project fees to change.

Changes and Refunds Policy
Details concerning changes, cancellations, or any failures to meet with the specified Project Brief can be found at https://filma.io/changes-refunds-policy/.

Filmmakers
All Filmmakers are bound to the Filmmaker Terms at https://filma.io/filmmakers-terms-and-conditions/. A filmmaker is required to include accurate and honest information and portfolio work to all parties when being considered for hiring on a case by case basis. We do carefully vet our Filmmakers, but we have no final control over and cannot guarantee the accuracy of the Filmmakers’ skills, experience, examples of their work, equipment, profile, and any other content or information provided by Filmmakers.

Availability
We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance (ii) unplanned outages due to bugs or errors and (iii) any unavailability caused by circumstances beyond our reasonable control, such as an act of God, act of government, flood, fire, earthquake, Internet service provider failure or delay, or acts by third parties including denial of service attack.

2) BRAND’S RESPONSIBILITIES

Your instructions
You will provide us with full and timely instructions and all relevant equipment, access to premises owned or controlled by you, and Your Content as necessary to enable us to perform the Filma Services. We are not responsible for any delays in the Filma Services or the completion of the Project which arose due to failure to comply with this clause.

Delays or cancellations
If the brand terminates the production within 48 hours of shooting, 50% of the project costs will be due to the Filma within 5 business days. In the event that all work already performed and costs that have already by incurred by Filma total to an amount that is greater than 50% of the project cost, this total amount will be due to Filma within 5 business days instead of the previous mentioned 50%. If the brand terminates the production before 48 hours of shooting all work already performed and costs that have already been incurred by Filma will be billed as a cost to the brand. The brand agrees to pay this amount within 5 business days.

Your Account
You must register an Account to access and use the Platform. You are responsible for managing access rights to your Account for your employees, contractors, agents or representatives, and maintaining the security of your login credentials. You must immediately notify us if you suspect that your login credentials have been stolen or misused or there was unauthorized access to your Account. You are liable for any and all activities conducted through your Account, unless you did not authorize such activities and you are not otherwise negligent (such as failing to report misuse or unauthorized access to your Account. You may not assign or transfer your Account to another party.

Your Content
You are responsible for securing all necessary ownership, use and licence rights for Your Content to be a) uploaded and made available on our Platform and b) to be incorporated in the Work Product.

You guarantee the following:

  • You are either the sole and exclusive owner of Your Content that you make available on or through the Platform or you have all rights, licences, consents and releases necessary to grant us the rights in Your Content as set out under these Brands’ Terms
  • None of Your Content or our use of Your Content as set out under these Brand’s Terms will infringe or violate any third party’s rights, including copyright, trademark, patent, trade secret, moral rights, rights of publicity or privacy, or result in the violation of any applicable law.
  • all content, views, and opinions expressed in Your Content and the Work Product are solely your own and comply with all relevant advertising standards and guidelines.

Insurance
If the performance of the Filma Services requires access to premises owned or controlled by you, you will maintain a comprehensive general liability insurance against injury to persons and damage to property in relation to such access.

Filmmakers
You will not contact our Filmmakers to perform services for you outside of the Projects. Where we provide communication functions with the Filmmakers including the Platform messaging function, the Platform mobile app, or replying to Platform email messages, you are required to use only such functions to communicate with the Filmmakers.

Anti-Bribery
You will not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything of value or grant any advantage or gift to any person or entity (including government officials), for the purpose of corruptly influencing such person in their official capacity, or for the purpose of rewarding or inducing the improper performance of a relevant function or activity by any person in order to gain any advantage in the conduct of business with us. You will comply with all anti-bribery laws including the 1977 Foreign Corrupt Practices Act of the United States and the 2010 UK Anti Bribery Act.

Acceptable Use
You will comply with our Acceptable Use Policy at https://filma.io/acceptable-use-policy/ (“AUP”). Any breach of our AUP will be a material breach of the Agreement.

3) PAYMENT TERMS

Invoices
We will invoice you for the Project fees according to your Project. You will pay us all sums on each invoice within the Payment Period set out in your Project Order. You may not impose any additional requirements, such as the execution of any other documents, as a condition to your payment.

Your billing information
You are responsible for maintaining the accuracy of your billing information on your Account. Payment dates will not be amended for any re-issued invoices.

Sales and Withholding Taxes
All our Project fees are exclusive of taxes, which we will charge as applicable. You will pay any taxes applicable to your use of our Services. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

Credit cards
If you are paying by credit card, you authorize us to charge your credit card for the Project fees. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

Bank transfers
If you are paying by bank transfer, you will pay us the full Project fees exclusive of any transfer charges, which will be borne by you.

No cash refunds
All Project fees paid to us are strictly non-refundable. We do not provide any refunds for early termination or cancellations for purchases of our Projects.

Late payment
If we do not receive your payment in time, we reserve the right to do the following:

  • Immediately suspend all Services, including your access to and download of the Work Products
  • Instruct a debt collection agency and/or law firm and commence legal proceedings against you to recover all outstanding sums due to us. You will indemnify us for all costs, expenses, and fees incurred by us for such recovery.

4) INTELLECTUAL PROPERTY

Filma’s IP Rights
We own all intellectual property rights in (i) the Platform, (ii) the Filma Services including all software used to provide the Filma Services, (iii) our works and materials created, developed or owned by us before the date of your Project Order (“Our Content”), and (iv) all Filma’ logos and trademarks reproduced throughout the Platform. Nothing in the Agreement grants you any intellectual property rights in the Platform, the Filma Services, Our Content, or our logos and trademarks. To the extent that any of Our Content is incorporated in any Work Product, you do not own any rights to Our Content. We hereby grant you a royalty-free, worldwide, non-exclusive license to use Our Content solely as incorporated in the Work Product.

Brand’s IP Rights
You own and retain all rights to Your Content. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to Your Content and the Work Product to access, use, store, copy, modify, prepare derivate works of, distribute, publish, transmit, stream, broadcast, make available, and otherwise exploit in any manner such Your Content and Work Product to a) provide you with access to the Platform and our Services and b) promote the Platform and our Services, in any media or platform.

Third Party Rights
You may request the incorporation of works (including lyrics, musical compositions, recordings, videos, articles, trademarks, photographs) owned by third parties in the Work Product as part of the Project Brief. We will use reasonable endeavours to obtain licences, clearances, permits or other rights as necessary to incorporate such works, in the Work Product (all such rights being “Third Party Rights”) based on your available Project budget. Third Party Rights may be subject to Usage Restrictions.

Ownership in the Work Product
Subject to our receipt of the full Project fees, we will assign to you all rights, including copyright, to the Work Product.

Use of the Work Product
With regard to any Work Product that incorporates Third Party Rights or Our Content, your use of the Work Product will be subject to all Usage Restrictions.

INDEMNIFICATION
We will indemnify you against any third party claim, suit, or proceeding arising out of or alleging any infringement of any copyright or other intellectual property right in relation to your use of the Work Product subject to any Usage Restrictions.

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action“) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your use of the Filma Services, (b) your noncompliance with or breach of the Agreement, or (c) our use of Your Content.

The indemnified party will give the indemnifying party prompt written notice of any claims, demands, suits, actions, or proceedings relevant and the indemnifying party may elect to defend or settle the Claim, provided any settlement is subject to the prior written consent of the indemnified party, not to be unreasonably withheld. The indemnified party will provide all information and assistance reasonably requested by the indemnifying party in relation to the Claim.

 5) LIABILITY

Disclaimer of Warranties
We and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Filma Services and the Work Product for any purpose. To the extent provided by law, the Filma Services and the Work Product are provided “As Is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the Filma Services and the Work Product, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

No Indirect Damages
Notwithstanding the other terms of the Agreement, no Party will be liable to any other Party to the Agreement in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party or its Affiliates of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

Limitation of Liability
Except for your liability for payment of the Project fees, your liability arising from any indemnities you provide to us under the Agreement, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of the Agreement, either the Brand or Filma are determined to have any liability to the other party or any third party, you and we agree that the aggregate liability of a party for any claim in relation to a Project will be limited to the total amount you have actually paid us for such Project for the twelve-month period preceding the claim.

TERM, TERMINATION AND SUSPENSION
The effective date of the Agreement is the date of the designated on services agreement and unless terminated in accordance with the termination provisions of the Agreement, will continue until the Expiry Date or the completion of all Filma Services under the Project Order, whichever is later.

Termination
Without prejudice to any other right or remedy, either the Brand or Filma may terminate the Agreement at any time by notice in writing to the other party (“Other Party”), such notice to take effect as specified in the notice:

  • if the Other Party is in material breach of the Agreement and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30 days of the Other Party receiving notice specifying the breach and requiring it to be remedied then the Agreement will terminate automatically without further notice to the Other Party
  • if the Other Party has failed to pay any amount due under the Agreement in full within 5 business days of the due date and to remedy such failure within 3 business days of receipt of written notice to do so;
  • if Other Party goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or if Other Party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against Other Party or any similar occurrence under any jurisdiction affects such party.

Suspension
We may suspend your access to the Platform or the performance of the Filma Services without notice for: (i) non-payment of the Project fees 10 calendar days after we have notified you of your failure to pay; (ii) use of the Filma Services in a way that violates any law or regulations or the terms of this Agreement including our AUP, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

6) GENERAL

Amendment. No waiver.
We may update and change any part of these Brands’ Terms or our policies from time to time. If we update or change these Brands’ Terms, the updated Brands’ Terms will be posted at https://filma.io/brands-terms-and-conditions/ and we will let you know via email or notification on the Platform. The updated Brands’ Terms will become effective and binding on the next business day after it is posted.If you do not agree with a modification to the Brands’ Terms, you must notify us in writing within 30 days after receiving notice of modification. If you give us this notice, your Project Order will continue to be governed by the terms and conditions of the previous version of the Brands’ Terms. For all subsequent Project Orders for the purchase of the Filma Services, the current Brands’ Terms published on our website will apply.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Assignment
You will not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to any affiliate or related entity under common control with us.

Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party.

Entire Agreement
The Agreement contains the whole agreement between the Brand and Filma for the Filma Services and supersedes and replaces any prior written or oral agreements, representations or understandings between you and us. You and we confirm that we have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement.Without limiting the generality of the foregoing, neither party will have any remedy in respect of any untrue statement made to that party upon which it may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in the Agreement purports to exclude liability for any fraudulent statement or act.

Relationship
You and we agree that no partnership, joint venture, agency or employment relationship exists between us.

Survival
Clauses 4 (Your Responsibilities), 6 (Intellectual Property), 7 (Indemnification) 8 (Liability), and 10 (General) will survive the expiry or termination of this Agreement.

Severability
If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

Aggregate Data
We may monitor use of the Platform by all our customers and use the information gathered for internal data processes and analysis. You agree that we may use and publish such information provided that any such publication is aggregated and anonymous and does not identify you.

Confidentiality
The Recipient will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of the Agreement, (iii) not disclose Confidential Information to any third party (except for the purpose of professional advice), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. The Recipient may disclose Confidential Information if required to do so under any law, statute, rule or regulation, investigation or legal process.

Publicity
You grant us the right to use your name and company logo in our customer list, the Platform, and our promotional and marketing materials, for the purpose of publicizing and promoting the Filma Services.

No Third Party
Nothing in the Agreement is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature under or by reason of the Agreement.

Applicable Law
The Agreement is governed by the laws of The United States of America without reference to conflicts of laws principles.

Dispute Resolution
All disputes arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination (“Dispute”), will be resolved in accordance with the procedures specified below, which will be the sole and exclusive procedures for the resolution of any such Dispute.

Negotiation
The Brand and Film will endeavour to resolve any Dispute amicably by negotiation between executives who have authority to settle the Dispute.

Mediation
Any Dispute not resolved by negotiation within 30 days after either the Brand or Filma requested in writing or within such other period as you and we may agree in writing, will be settled amicably by mediation under the Delaware’s Court of Chancery’s Mediation Procedure.

Arbitration
Any Dispute not resolved by mediation in accordance with above within 30 calendar days after appointment of the mediator, or within such other period as the Brand and Filma may agree in writing, will be finally settled by arbitration administered by the American Arbitration Association. The language of arbitration is agreed to be only in English.

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