February 21st, Sandbox Film Festival
February 21st, Sandbox Film Festival
1.Agreement. These terms of service (“Terms of Service”) are the terms of the agreement between you and Big Frame, Inc (“Company”) with respect to the video you upload to our site for use, distribution, reproduction, display, and performance on our You Tube channels, in our social media outlets (e.g. any Company controlled or operated websites, Facebook, Twitter, and any similar internet-based content outlets), or by any traditional means or methods of media distribution (DVD, Television, etc.) now existing or created later (all “Company Uses”).
By submitting your video you have accepted these Terms of Service and agree that they will govern the relationship between yourself and Company. If you do not agree to these terms do not upload the video. If you have any questions or concerns regarding these Terms of Service, feel free to contact us at: [firstname.lastname@example.org]
2.License. You grant Company a perpetual, universal, royalty-free, freely transferrable, irrevocable, exclusive license to use, share, and distribute the video you uploaded for all Company Uses along with a right to use your name with such uses.
The license to your video shall be construed broadly, and shall include, without limitation the right to: market and distribute the video (in whole or in part) in any and all media formats and channels; to prepare derivative works based on the video; to prepare merchandise incorporating elements from the Video; to use the video to promote Company or third party goods or services; and the right to feature all the persons, images, sounds, and materials captured in the video. This license is wholly owned by Company and aforementioned video is not to be distributed in part or in its entirety without the prior written consent by Company. Any breach of this license agreement will result in litigation to the fullest extent of the law.
3.Acknowledgements. You acknowledge that by uploading the video and granting Company the rights in the video that you are not gaining any rights in and to the Company Uses, including but not limited to a right to control such uses, to receive compensation for such uses, or to interfere with the same. You agree not to link to any Company Uses of the video for any commercial use without the prior written authorization of Company.
4.Representations and Warranties. You represent and warrant the following: you own or have all the necessary licenses, rights, consents, and permissions (including but not limited to those arising from copyright, trademark, trade secret or other intellectual property or proprietary rights) legally sufficient to allow Company to undertake the Company Uses; the video does not violate any third party proprietary rights (copyright, trademark, etc.) or personal rights (right of publicity, right of personality, rights of privacy, or the right to be free from defamation or the intentional infliction of emotional distress, etc.); you have not and will not enter into any agreement that conflicts or interferes with this Agreement.
5.Indemnification. You agree to defend, indemnify, and hold harmless Company, its licensees, assigns, employees, and agents, from any third party claim, damage, or cost (including reasonable attorney’s fees and costs) arising from your breach of this Agreement or a breach of your representations and warranties.
6.Statute of Limitations. YOU AND Company AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Company USES OF THE VIDEO MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
7.Video Production. Company expressly disclaims any and all liability in connection with any video you may submit, whether such liability arises from the creation of the video or its use by Company. Please use common sense and safety measures when you are creating your video.
8.Intellectual Property. Company supports copyright law and will remove the video if it infringes on another’s intellectual property or privacy rights. Company reserves the sole discretion to decide whether a video is appropriate for Company Uses and whether it complies with these Terms of Service. In its sole discretion Company may remove any video in violation of these Terms of Service at any time and without prior notice.
9.Copyright Infringement. If you are a copyright owner or an agent thereof and believe that any video distributed or performed on a Company controlled or owned site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and, if you are not the owner, a statement made under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of the requirements of this Section 8(A) your DMCA notice may not be valid.
Company’s designated Copyright Agent to receive notifications of claimed infringement is: Big Frame Copyright Agent CC:MysteryGuitarMan, PO Box 691067 – Hollywood, CA 90069
10.Counter-Notice. If you believe that your video was removed and that it was not infringing, or that you have the required authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your video, you may send a counter-notice containing the following information to the Copyright Agent: (i) Your physical or electronic signature; (ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the video was removed or disabled as a result of mistake or a misidentification of the content; and (iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Austin, Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion.
11.Disclaimer. TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, LICENSEES, ASSIGNS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH COMPANY USES OF THE VIDEO, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR CREATION OF THE VIDEO, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITES BY ANY THIRD PARTY, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE COMPANY USES OF THE VIDEO.
12.Limitation of Liability. IN NO EVENT SHALL COMPANY, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, LICENSEES, ASSIGNS, SUPPLIERS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM COMPANY USES OF THE VIDEO. IN ANY CASE OR IN THE EVENT THAT YOUR STATE DOES NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, THE MAXIMUM TOTAL LIABILITY OF COMPANY, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, LICENSEES, ASSIGNS, SUPPLIERS, OR AGENTS TO YOU FOR ANY CLAIM UNDER THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS $50.00 IN THE AGGREGATE. YOU ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13.Age of Consent. You affirm that you are either over 18 years of age, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any event you affirm that you are over 13. If you are not over 13 and you want to submit a video, you and your parents can contact Company at [email@example.com].
14.Miscellaneous. You agree that email communications will satisfy any legal communication requirements, including that such communications be in writing. You agree that Company may freely assign its license in the video and its rights in these Terms of Service to third parties of its choosing. These Terms of Service shall be governed by the laws of the State of California, without regard to its conflict of laws principles. Any claim or dispute between you and Company arising hereunder shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Los Angeles, CA and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. These Terms of Service shall constitute the entire agreement between you and Company concerning the Company Uses of the video. If a court of competent jurisdiction deems any provision of these Terms of Service invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.