USER AGREEMENT

I. Introduction

These are the terms and conditions on which Filmbay makes available its services to members. Our services are available online at our website located at www.filmbay.com, hereafter referred to as the “Site”. Filmbay may add or delete features or services at its discretion. You must read, agree with and accept all terms and conditions outlined in this User Agreement as well as our Privacy Policy contained herein before you are eligible to become a member of Filmbay. Upon registering as a member you agree to use our Site in accordance with all terms and conditions outlined below. If you do not agree to these terms and conditions, do not use or access our services.

These terms and conditions and the contents of the Site can be modified by Filmbay, at any time, and without prior notice.  Earlier versions of the terms and conditions have or will be archived and can be viewed at our   archive.

These terms and conditions (including modifications) apply to all users of the Site and do not affect the terms or conditions of any other written or online agreement that you may have with Filmbay regarding any of its products or services.

If you agree with these terms and conditions, please click on the I Agree button at the end of this document in order to proceed to the Site.

II. Our Services

Filmbay’s services are designed to bring together members of the global independent film community, to showcase, buy and sell their own creative products, whether scripts, films, movies, music, academic works or artwork and so on. Filmbay also offers its users the facility to communicate, collaborate and share their experiences with each other in forums related to film in general.

III. Membership Eligibility

In order to become a member of Filmbay and use the services provided at our Site you must be at least 18 years of age. In addition individuals using this Site must be able to form legally binding contracts under applicable law. The terms of membership also demand that when you complete our Site registration form you provide true, precise and current information about yourself and guarantee to update and keep current your registration information. Filmbay reserves the right to suspend or terminate your membership, should you provide false or inaccurate information about yourself, or should you engage in prohibited activity as outlined below in the Member Conduct section.

IV. Fees

We charge every new member an initial fee that is outlined and specified in our price list. There are no refunds of the initial member fee. We do not charge for all services; however, for a detailed list of what is free and what is not, please view our price list. Before you partake in any activity on our Site you must review and accept the fees that you will be charged. Filmbay reserves the right to make changes to its fees at any time.  Fee changes will be posted at the Site at least two weeks in advance.

V. Member Conduct

All members must abide by the rules laid out in this section. What follows are some actions (uploading, posting or otherwise transmitting) that are prohibited on our Site:

1) Using copyrighted material without permission of the owner or author.

2) Posting information on the site that is illegal, unlawful, vulgar, obscene, pornographic in nature, exploitative of children, propagandistic, harassing, threatening, tortuous, libelous, ethnically objectionable, invasive of privacy, cruelty to animals, terrorist activity, racist or any information that is deemed as such by Filmbay.

3) Manipulating headers or parts of the Site in order to disguise transmitted content.

4) Content that involves patented, trademarked, copyrighted or trade secret material, without the owner’s permission, or infringes the owner’s rights. Filmbay does not control the information or material posted by means of its services and thus does not accept any liability or responsibility whatsoever for it.

5) Information that is subject to a law or a contractual relationship, which prohibits you to transmit it.

6) Engaging in hacking, placing viruses or computer code on the Site.

7) Intentional or unintentional violation of any applicable, local, national or international law.

8) Placing links to other Sites.

9) Impersonation of another person or entity.

10) Use our Site to send unsolicited, or unauthorized advertising, “spam,” or any other form of solicitation.

11) Interfere with the network and servers connected to our Site.

12) Harass us, members of our team, or another member using our services or the Site.

13) Collecting or storing another user’s or member’s personal or other data.

14) Installing back doors or giving access to sites that are not on Filmbay.

15) Registering more than one account on Filmbay.

Filmbay reserves the right to remove anything, at any time, posted to its Site that it deems inappropriate, harmful, unlawful or in contravention of the above prohibitions. Members disregarding the conduct outlined above may have their membership suspended or terminated. This applies to all users of our Site.

VI. Privacy

All information members provide us is treated with care in order to offer you a high level of privacy. Filmbay does not sell, rent or otherwise transmit your personal information to third parties. As Filmbay also has community features as part of its services, we encourage users to treat their own and other members’ privacy with care and respect. As part of some of our services, users can contact each other and communicate with each other. Next to mere communication, Filmbay recommends its members never to utilize their personal information, i.e. do not give out your personal information. We clearly state here that we will never ask you for your username and password and you should NEVER give out your username and password to anyone. There currently is a trend of criminals to go “phishing” that is to try to obtain a username and password by false emails that look like they have been sent by an official company, firm or institution. Again, NEVER give out your username and password to anyone. If you receive an email that asks for your username and password, please forward it to us immediately for investigation. We may use third party entities to verify a user’s identity or for security measures. We reserve the right to change this section at anytime at our own discretion. If you have any objections to our privacy policy please do not use our services.

 

VII. No Warranties or Representations

Filmbay, its employees and suppliers provide our Site and services “as is” and without any warranties or representations of any nature or kind whatsoever. The user agrees to use the Site at his/her own risk. Filmbay does not warrant any information, content, products or services on or through its Site or any linked web sites, even if it may be false, incorrect or otherwise faulty. Filmbay makes no warranty that the services provided on the Site will meet your expectations or requirements.

VIII. Limitation of Liability

 

The content of the Site may contain errors or inaccuracies. Filmbay does not guarantee the accuracy, validity or completeness of any information on its Site and is not responsible for disruptions, delays or sever downtime related to its services, including negligence. Your use of the Site is at your own risk. You agree that Filmbay is not liable for any damages, lost profits or any incidental, special or consequential damages that evolve out of or in connection with our Site, services or this user agreement. Regardless of where you, the user, are located, you waive any right to file claims against us based on domestic or international law or any law of another country. You also waive the right to file any claims against second and third party entities associated with us. By using the Site or becoming a member of Filmbay you agree to this limitation. If you disagree, please do not use the Site nor become a member.

IX. Indemnity

 

By using this Site or becoming a member of Filmbay you agree to indemnify and hold us harmless from any claim or demand, made by any third party due to or arising out of your breach of this User Agreement or any documents it incorporated by reference, or your violation of any law or any rights a third party may have.

X. Legal Compliance, Applicable Law and Jurisdiction

You agree to comply with all applicable regional, domestic and international laws when using our services on our Site.  These terms and conditions and any dispute concerning the use of the Site will be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in the Province, without giving effect to any principles of conflict of laws. Any such disputes will be resolved exclusively by a court of competent jurisdiction.

XI. No Resale of Services

You agree not to duplicate, copy, reproduce, sell, resell or misuse any segment of the services or the Site, or access to the services or the Site.

XII. Modifications to the Services

Filmbay reserves the right to modify or discontinue, permanently or temporarily, its services, or any part of them, with or without notice, at any time and from time to time. You, as user, agree that Filmbay will not be held liable to you or to any third party for any discontinuance or suspension of the services or any part of them. This also applies to modifications of the services.

XIII. Termination

You agree that Filmbay may terminate the Filmbay Site, your usage of its services, your password and delete any content within the services, for any reason in its sole discretion. Please note that violation of these terms of use may result in an immediate suspension, or even termination of your membership. You also agree that Filmbay will not be liable to you or any third party for any termination of your access to our services.

XIII. Links

Filmbay may provide users with links to other web sites, not owned by Filmbay, solely for your convenience. Filmbay has no control over such sites and is not responsible for the content and availability of such sites. You agree and acknowledge that Filmbay is not liable or responsible, directly or indirectly, for any loss or damage caused by the user accessing and using content on such sites. As outlined in the member conduct section earlier you may not post any links of any sort to any other sites. This applies to all areas of the Site including, but not limited to chat, newsgroups, user forums and communication tools.

XIV. Framing, Deep-Linking and Tagging

You may not frame, deep-link, enclose or otherwise use in any manner any Filmbay trademark, logo, design, image, page layout, or other information displayed on the Site without the prior written consent of Filmbay.  In addition, you may not use a Filmbay trademark, trade name, logo, slogan or product or service name in meta tags or any other form of hidden text without the prior written consent of Filmbay.

XV. Intellectual Property

The Site and all materials on the Site are protected by copyrights, trademarks and other intellectual property laws and treaties, as well as other applicable laws.  Such materials are owned by Filmbay, or they are used with the permission of their owners, unless indicated otherwise.  These materials include, but are not limited to, photographs, images, illustrations, text, video and/or audio clips, designs, trademarks, logos, slogans, trade dress and other materials on the Site.  Any use of these materials, without the specific written permission of Filmbay, is strictly prohibited.  All rights reserved worldwide.

XVI. Licensing

The use of our shop is bound by a licensing agreement between producers wishing to sell content in our shop. This agreement cannot be altered our changed in any form. Filmbay does not allow users to post any content in our shop area. Instead a producer wishing to sell content has to be licensed by Filmbay. The licensing process involves the following steps:

a) Information Collection

A Producer has to submit two identical copies on CD or DVD of the content desired to be sold on Filmbay. These copies will not be returned.

You Must Own All Rights to Your Content: In order to license your film you must provide releases, contracts and agreements for all elements, including: Actors, All music, Logos, trademarks shown in frame - All clips from other sources. Acceptable Submission Formats are: CD, NTSC DVD, NTSC OR PAL VHS tape. Label Your Tape or Disk on spine and face of VHS or on DVD, include: Content title, Runtime, Producer’s name, Writer’s name, Director's name, Cast (complete), Production Year, Country (Where content was produced), Language, Subtitled in, Describe Your Film in 25-Word Synopsis, Screenings (List exact festival name), Awards, Film Type, Genre, Audience.

Rights & Clearances

With your application, you must submit written proof of the following:

Music: Yes, I have the rights to all the music used in my film.

Actors' Agreements: Yes, I have signed agreements from all the actors who appear in my film.

Logos & Trademarks: Yes, I have permission to use all logos, trademarks and copyrighted materials shown in my film.

Producer Contact Information

           

Name:             

Company:    

Phone:          

Email:            

Website:       

Address 1:    

Address 2:    

City:   

State/Province/ZIP:

Country:

A signed copy of this user agreement has to accompany your application.

Unfortunately, we cannot license your content if it contains any unlicensed elements. We may request a notarized letter properly identifying the producer as applicant, verifying all rights clearances and verifying the content you are submitting.

b) Verification

The verification process involves review of all submitted material by Filmbay, its legal department and legal representatives. This process determines whether or not a producer is eligible for licensing.

c) License issuance

In the event that a license is issued, Filmbay will inform a producer in writing. By accepting the license, the producer temporarily grants Filmbay all rights related to the copyright of the content material. The producer understands that the content is distributed exclusively. A producer may terminate a license with Filmbay at any time, giving at least three months notice. After this period Filmbay shall revoke the license and transfer all rights related to the copyright of the content material back to the producer. Filmbay issues royalties to licensed producers to be allowed either quarterly or bi-annually depending on the choice of a producer. In the event that Filmbay terminates a license, no royalties will be granted. Filmbay may refuse to issue a license at its own discretion. Filmbay also reserves the right to revoke and terminate a license at any time without notice.

XVII. Additional Terms

All information contained on this site is not legal advice. If you are in doubt or unclear about anything always consult a legal professional, such as an attorney, or lawyer. If you detect a user in violation of any of our outlined terms above please report them immediately to us. Always use common sense in dealing with other people and handle your private information with care. It is your responsibility to read and understand all the terms and conditions laid out in this user agreement before signing up. By signing up you maintain that you have read, understood and agree to all terms and conditions laid out in this user agreement.

XVIII. Comments or Questions

 

If you have any comments or questions about these terms of use or the Site, please send an email to ________@                        or write to us at:

Filmbay Ltd.

[Address]

Attention:  [Name]

XVIII. Your Contact Information (Optional)

If you wish to receive communications from Filmbay about its services, please provide us with your name and preferred method of contact below.  If you provide Filmbay with more than one method of contacting you, Filmbay may send you communications using any one of the methods provided.

Name: ___________________________________

Email Address: ___________________________________________

Address: ______________________________________________________

Telephone Number: __________________________

Fax Number:  ____________________________

I Agree

Version 4.0 (as of May 2012): This user agreement was prepared exclusively for Filmbay.com by Ridout & Maybee LLP – Canada’s Intellectual Property And Technology Law Firm.