1. Definitions and Interpretation
1.1 Capitalised words and expressions, which are used in this agreement as defined terms shall bear the respective meanings ascribed to them in the Schedule of Definitions set out below.
1.2 References in this agreement to clauses (unless it is expressly stated to the contrary herein) are to clauses in this agreement.
1.3 References to the singular includes the plural and vice versa.
1.4 In this agreement the following words and expressions shall have the following meanings:
“Account” shall mean a Viewer or a Director account on the MFW Website whether created directly or through social media.
“Affiliates” shall mean a company or corporation that is related to My Film Works owning (i) atleast 51% shares in the other company or corporation, (ii) by common ownership, and (iii) by means of majority control.
“Blog” shall mean the journals or postings made in the blog section on the Director’s Profile Page.
“Change” shall mean to include addition, deletion, modification, suspension, replacement or any other change to the earlier version.
“Comments” shall mean to include comments on the Blogs, Films and/or any other material or Content that can be viewed on, accessed through, provided links to, contributed to or is part of the Service, by the Users.
"Content" shall mean to include text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, Film including Films under completion, Film synopsis, biography, trademarks, service marks, Profile Page, Blog, Comment and rating available on the Website.
“Director” shall mean a Filmmaker who has created an Account on the MFW Website as a Director enabling them to create a Profile Page and upload Films on the MFW Website or MFW Properties.
“Director Account” shall mean a Director Account.
“Exclusive Film” shall be defined as a Film that is available through MFW Service only and cannot be accessed through any other online medium.
“Film” shall mean to include but will not be limited to, feature film, short film, telefilm, music video, television show, television series, performances, shows, documentary or any other audio visual content or material including interactive features whether fiction, non-fiction, scripted, unscripted, live, taped or tape delay or the like.
“Filmmaker” shall mean a Person who is a Film director, Filmmaker, Film producer or any other Person who is the owner, holder or controls the rights of the Film.
“Licence Agreement” shall mean the Licence Agreement between My Film Works and the Registered User having a Director Account and available on http://myfilmworks.com/cms/LicenceAgreement
"My Film Works” means The Works Network Limited a B.V.I company with the address P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.
“MFW” shall mean My Film Works.
“MFW Player” shall mean the MFW embeddable video player.
shall mean the MFW website http://myfilmworks.com
including any local version of the site which may have a prefix or suffix at the beginning or the end of the word “myfilmworks”.
"Modified Terms" shall mean the modified version of the Terms.
“MFW Properties” shall mean (i) MFW’s affiliate and distributor websites; (ii) other websites where users or website operators are permitted to embed the MFW Player; (iii) MFW authorized applications, features, devices including iTunes; and (iv) third-party service providers who enable MFW to provide the Service including the MFW Player and to host the MFW Website.
“Non Registered User” shall mean a general user of the Website who does not have an Account on the MFW Website.
“Non-Exclusive Film” shall mean a Film that is available on MFW Properties and other third-party online mediums or platforms.
“Non-Commercial Film” shall mean a Film that is not a commercial Film or a Film which has been created to sell, market or promote a product, brand, personality, company, institution, place, country or the like.
“Person” an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, public corporation or any other legal or commercial entity.
“Profile Page” shall mean the page created by the Filmmaker on the MFW Website, having a unique url.
“Registered User” shall mean a user who has an Account on the MFW Website.
“Service” shall mean the Content, Account, MFW products, webpages on the Website, channels, software, data feeds and services, including the MFW Player provided to the User on, from or through the MFW Website and/or MFW Properties.
"Streaming" shall mean a contemporaneous digital transmission of the material by MFW via the Internet to a User operated Internet enabled device in such a manner that the data is intended for real-time viewing and not intended to be downloaded (either permanently or temporarily), copied, stored, or redistributed by the User.
“User” shall mean to include both Registered and Non-Registered User.
“Viewer” shall mean a user who has registered on the MFW Website as a Viewer.
“Viewer Account” shall mean an Account of the Viewer on the MFW Website.
“Website” will mean to include (i) MFW Website and (ii) MFW Properties.
“You” and “Your” shall mean the User.
2. Your Relationship with MFW
2.1 Your use of the MFW Service including the MFW Player is subject to the terms of a legal agreement between You and MFW.
2.2 Your legal agreement with MFW is made up of the Terms (as may be amended from time to time).
2.3 The Terms form a legally binding agreement between You and MFW, in relation to use of the Service by You.
2.4 The Terms apply to all Users of the Service.
3. Accepting the Terms
3.1 In order to use the Service, You must firstly agree to the Terms. You may not use the Service if You do not accept the Terms.
3.2 You understand and agree that MFW will treat Your use of the Service as acceptance of the Terms from that point onwards.
3.3 You should not use the Service and may not accept the Terms if entering into this contract will be deemed invalid or illegal because (a) You are not of legal age to form a legally binding contract with MFW, or (b) You are a person who is either barred or otherwise legally prohibited from receiving or using the Service under the laws of the country in which You are resident of or from which You access or use the Service, (c) any other reason that may restrict or prohibit You from using the MFW Service which is not covered in 3.3 (a) and (b).
3.4 You should print a copy or save a local copy of the Terms for Your records.
4. Changes to the Terms
MFW reserves the right to make Changes to the Terms from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the Service. It is understood and agreed by You that it is Your responsibility to look at the Terms regularly to check for such Changes or modifications online on the MFW Website. You also understand and agree that these Changes may be made available within the Service (for any modified additional terms). If You do not agree to the Modified Terms You must stop using the Service immediately. Your continued use of the Service from the time the Modified Terms are posted or Changes are made to the Service will constitute Your acceptance of the Modified Terms from that point onwards.
5. MFW Account
5.1 In order to access some features of the Website or some elements of the Service, You may have to create a MFW Account. Any user can register on the MFW Website and create an Account as a Viewer or a Director.
5.2 While creating Your Account, You must ensure that You are creating the appropriate Account. You must also provide true, accurate and complete information about Yourself. It is also important that You keep Your MFW Account password secure and confidential
5.3 The User understands and agrees that MFW, at its sole discretion, Change any of the features available to the User for any reason whatsoever and as is deemed fit and necessary by MFW. MFW is under no obligation whatsoever, to either inform or seek approval from the User before or after any such Change. If You do not agree to the Change, You must stop using the Service immediately. Your continued use of the Service from the time the Change was implemented will constitute Your acceptance of the Change.
5.4 You must notify MFW immediately of any breach of security or unauthorized use of Your MFW Account that You become aware of.
5.5 You agree that You will be solely responsible (to MFW, and to others) for all activity that occurs under Your MFW Account.
6. General restrictions on use
6.1 MFW hereby grants You permission to access and use the Service and/or Your Account, subject to the following express conditions. Furthermore, You agree that Your failure to adhere to any of these conditions shall constitute a breach of these Terms on Your part:
(i) You agree not to download and/or distribute any part of or parts of the Website or the Service, including but not limited to any Content, in any medium without MFW’ prior written authorization, unless MFW makes available the means for such distribution through functionality offered by the Service (such as the MFW Player) or through the Account;
(ii) You agree not to alter or modify any part of the MFW Website or any of the Service (including but not limited to the MFW Player and its related technologies);
(iii) You agree not to access Content through any technology or means other than the video playback pages of the Website itself, the MFW Player, or such other means as MFW may explicitly designate for this purpose;
(iv) You agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Account or the Service or features that (i) prevent or restrict use or copying of Content or (ii) enforce limitations on use of the Service or the Content accessible via the Service;
(v) You agree not to use the Account or the Service (including the MFW Player) for any of the following commercial uses unless You obtain MFW’ prior written approval:
(a) the sale of access to the Service;
(b) the sale of advertising, sponsorships, produce placements or promotions placed on or within the Service, or Content;
(c) the sale of advertising, sponsorships, product placements or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service unless other material not obtained from MFW appears on the same page and is of sufficient value to be the basis for such sales.
(vi) prohibited commercial uses shall not include
(a) uploading an original Film to MFW;
(b) maintaining an original Profile Page or channel on the Website in order to promote a business or artistic enterprise;
(c) any use that is expressly authorised by MFW in writing.
(vii) if You use the MFW Player on Your website, You may not modify, build upon or block any portion or functionality of the MFW Player including but not limited to links back to the Website;
(viii) You agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Service in a manner that sends more request messages to the MFW servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser;
(ix) You agree not to collect or harvest any personal data of any Registered User or their Account on the MFW Website or Service (and agree that this shall be deemed to include MFW Account names or url’s);
(x) You agree not to solicit, for commercial or other purposes, any of the information including but not limited to the name of the Director and/or Film information from the MFW Website or the Service by using any methods including using the Comments, Blogs and Email features in the Website;
(xi) You agree not to access Content for any reason other than Your personal, non-commercial use solely as intended through and permitted by the normal functionality of the Service which is available via Streaming.
(xii) You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of MFW or the respective licensors of the Content.
6.2 You agree that You will comply with all of the other provisions of the Terms and the MFW Community Guidelines at all times during Your use of the Service.
6.3 MFW grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. MFW reserves the right to revoke these exceptions either generally or in specific cases.
6.4 MFW is constantly innovating in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Service, which MFW provides, may change from time to time without prior notice to You.
6.5 As part of this continuing innovation, you acknowledge and agree that My Film Works may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to Users generally at My Film Works’ sole discretion, without prior notice to you. You may stop using the Service at any time. You do not need to specifically inform My Film Works when you stop using the Service.
6.6 You agree that You are solely responsible for (and that MFW has no responsibility to You or to any third party for) any breach of Your obligations under the Terms and for the consequences (including any loss or damage which MFW or any third party may suffer) of any such breach.
7. Copyright policy
7.1 MFW operates a clear copyright policy in relation to any Content that is alleged to infringe the copyright of a third party. If You believe Your copyright-protected work was posted on MFW without authorization, You may submit a copyright infringement notification.
7.2 As part of MFW’ copyright policy, MFW will terminate User access to the Service if, You have been determined to have violated the MFW copyright policy by uploading Content that you donot have rights to or for, and have been determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice.
8.1 If You have a MFW Account You may submit Content. You understand that whether or not the Content is published, MFW does not guarantee any confidentiality or lack of infringement with respect to the Content.
8.2 You retain all of Your ownership rights in Your Content, but You are required to grant limited licence rights to MFW and to other Users of the Service. These are described in paragraph 9 of these Terms (Rights You Licence).
8.3 You understand and agree that You are solely responsible for Your own Content and the consequences of posting or publishing it. MFW does not endorse any Content or any opinion, recommendation, or advice expressed therein, and MFW expressly disclaims any and all liability in connection with the Content.
8.4 You represent and warrant that You have (and will continue to have during Your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable MFW to use Your Content for the purposes of the provision of the Service by MFW, and otherwise to use Your Content in the manner contemplated by the Service and these Terms.
8.5 You agree that Your conduct on the site will comply with (and You agree that Your Content shall comply with) the MFW Community Guidelines as updated from time to time.
8.6 You agree that You will not post or upload any Content which contains material which it is unlawful for You to possess in the country in which You are resident, or which would be unlawful for MFW to use or possess in connection with the provision of the Service or if such Content violates the MFW Community Guidelines.
8.7 You agree that the Content You submit to the Service will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant MFW the licence referred to in paragraph 9.1 below.
8.8 On becoming aware of any potential violation of these Terms, MFW reserves the right (but shall have no obligation) to decide whether the Content complies with the Content requirements set out in these Terms and may remove such Content and/or terminate a User's access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.
8.9 You further understand and acknowledge that in using the Account or the Service, You may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to You. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against MFW with respect to any such Content.
8.10 You further understand and acknowledge that You will provide true, accurate and factually correct information about the Content You contribute to the Service.
8.11 You understand that the Blog is a personal journal and You will only use it in a manner that does not violate the Terms including the terms of this agreement and the MFW Community Guidelines.
8.11 You agree that MFW reserves the absolute right to remove the content uploaded by You or to close Your Account for any reason whatsoever, at its sole discretion.
9. Rights You licence
9.1 The rights in the Content uploaded or posted by You will remain with You and not transfer to MFW. However, the Registered Users will grant the following rights:
i) By a Registered User who has a Viewer Account:
(1) To MFW, a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Account and/or the Service and otherwise in connection with the provision of the Service and MFW’ business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels;
(2) To each User of the Service, a worldwide, non-exclusive, royalty-free licence to access Your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Service and under these Terms.
ii) By a Registered User who has a Director Account:
(1) To MFW, in return for a licence fee as detailed in the License Agreement between the Director and MFW, the Director grants a worldwide, non-exclusive, transferable licence (with rights to sub-licence) to use, reproduce, distribute, prepare derivative works of, the Content to enable MFW to:
(a) access, host, display and/or perform the Content as part of the Website and/or the Service;
(b) sell and place advertising before the start of the Film, during the playing of the Film and after the Film has ended playing, on the MFW Player;
(c) sell and place advertisement on the Profile Page or any other webpage which includes the Content of the Director on the Website;
(d) place MFW opening titles, closing titles and/or break bumpers before, during and after the Film starts to play, on the My Film Works Player;
(e) promote, distribute and/or redistribute part of all of the Service (and derivative works thereof) in any medium and/or in any media formats and through any media channels;
(f) make the Service available in part or in full on any medium or any platform as decided by My Film Works;
(g) to include the MFW bug on the MFW player or Content;
(2) To each User of the Service, a worldwide, non-exclusive, royalty-free licence to access the Your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Account and the Service and under these Terms.
9.2 The above licenses granted by You in the Content terminates except as provided in clause 12.6 when You remove or delete Your Content from the Website and close Your Account. The above licenses granted by You in textual comments and Blogs You submit as Content are perpetual and irrevocable, but are otherwise without prejudice to Your ownerships rights, which are retained by You as set out in paragraph 8.2 above.
10. MFW Content on the Website
With the exception of Content submitted or uploaded to Your Account and which may form part of the Service, by You, all other Content on the Service is either owned by or licensed to MFW, and is subject to copyright, trade mark rights, and other intellectual property rights of MFW or MFW’ licensors. Any third party trade or service marks present on Content not uploaded or posted by You are trade or service marks of their respective owners. All Content other than the Content submitted to the Service and lawfully owned or controlled by you, may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of MFW or, where applicable, MFW’ licensors. MFW and its licensors reserve all rights not expressly granted in and to their Content.
11. Links from MFW
11.1 The Service may include hyperlinks to other web sites that are not owned or controlled by MFW. MFW has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
11.2 You acknowledge and agree that MFW is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
11.3 You acknowledge and agree that MFW is not liable for any loss or damage which may be incurred by You as a result of the availability of those external sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
12.1 The Terms will continue to apply until terminated by either You or MFW as set out below.
12.2 If You want to terminate Your legal agreement with MFW, You may do so by notifying MFW at any time as follows:
(i) As a Non-Registered User, You can terminate your relationship by stopping to use the Website and Service.
(ii) As a Viewer, You can terminate Your Viewer Account and Your legal agreement with MFW by sending an email as detailed in the Contact Us section on the MFW Website;
(iii) As a Director, You can terminate and close Your Director Account and terminate Your legal agreement with MFW by doing all of the following: (a) deleting all the Content You have provided to MFW, and (b) unpublishing Your page, and (c) by sending an email message as detailed in the Contact Us section on the MFW Website.
12.3 MFW may at any time terminate its legal agreement with You if:
i) You have breached any provision of the Terms (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Terms); or
ii) MFW is required to do so by law (for example, where the provision of the Service to You is, or becomes, unlawful); or
iii) MFW is transitioning to no longer providing the Account or the Service to Users in the country in which You are resident or from which You use the Service; or
iv) The provision of the Account and/or the Service to You by MFW is, in MFW’ opinion, no longer commercially viable;
v) Any other reason at the sole discretion of MFW.
and in the case of each of (i) and (ii) of this clause 12.3 shall, where possible, give reasonable notice of such termination.
12.4 You acknowledge and agree that MFW may stop (permanently or temporarily) providing the Account and/or the Service (or any features within the Service) to You, some Users or to Users generally at MFW’ sole discretion, without prior notice to You. You may stop using the Service at any time. You do not need to specifically inform MFW when You stop using the Service.
12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that You and MFW have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
12.6 As part of its administrative and legal obligations and to protect its legal rights, MFW will keep records of information You have provided in Your Account or the Content You posted or uploaded on the Website even after You have terminated Your contract or closed Your Account with MFW as per the MFW guidelines in place from time to time.
13. Exclusion of Warranties
13.1 Nothing in the Terms shall affect any statutory rights that You are always entitled to as a consumer and that You cannot contractually agree to alter or waive.
13.2 THE SERVICE IS PROVIDED "AS IS" AND MFW MAKES NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM.
13.3 IN PARTICULAR MFW DOES NOT REPRESENT OR WARRANT TO YOU THAT:
I) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
II) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
IV) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
13.4 NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICE EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS.
14. Limitation of Liability
14.1 Nothing in these Terms shall exclude or limit MFW’ liability for losses which may not be lawfully excluded or limited by applicable law.
14.2 Subject to the overall provision in paragraph 14.1 above MFW shall not be liable to You for:
A. Any (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; (iv) any loss of data or (iv) any indirect or consequential losses which may be suffered by You; or
B. Any loss or damage which may be incurred by You as a result of:
i) Any defects in the operation or functionality of any software provided to you as part of the Service;
ii) Any reliance placed by You on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between You and any advertiser or sponsor whose advertising appears on the Service;
iii) Any changes which MFW may make to the Account and/or the Service, or for any permanent or temporary cessation in the provision of the Account and/or the Service (or any features within the Service);
iv) The deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through Your use of the Account and/or the Service;
v) Your failure to provide MFW with true and accurate Account information; or
vi) Your failure to keep Your password or MFW Account details secure and confidential.
14.3 The limitations on MFW’ liability to You in paragraph 14.2 above shall apply whether or not MFW has been advised of or should have been aware of the possibility of any such losses arising.
15. General legal terms
15.1 The Terms constitute the whole legal agreement between You and MFW and govern Your use of the Service and completely replace any prior agreements between You and MFW in relation to the Service. All other terms of service that MFW and any of its Affiates may have in place from time to time are expressly excluded from the Terms.
15.2 You agree that MFW may provide You with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
15.3 You agree that if MFW does not exercise or enforce any legal right or remedy which is contained in the Terms (or which MFW has the benefit of under any applicable law), this will not be taken to be a formal waiver of MFW’ rights and that those rights or remedies will still be available to MFW.
15.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.5 You acknowledge and agree that each member of the group of companies of which MFW is a part shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary of the Terms.
15.6 The Terms, and Your relationship with MFW under the Terms, shall be governed by English law. You and MFW agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, You agree that MFW shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
Dated: 19 November 2014