This Agreement sets forth the terms of agreement between The Film School Database, a division of ITEM TECHNOLOGY (hereinafter "The Film School Database"), a California business, which owns and operates the The Film School Database website to users who provide information or files to The Film School Database to post on the The Film School Database website. The parties hereto, intending to be legally bound, agree as follows:
1. Services Provided by The Film School Database and Storage Fees. The Film School Database agrees to make information and files created and/or recorded by user (hereinafter "Multimedia") available on the The Film School Database website for browsing and for downloading by students, previous students, or other users ("Users"), and to make any images related to the Multimedia (hereinafter "images") available for viewing and downloading by Users. The proceeds from each sale of user’s Multimedia are not owned or collected by The Film School Database. The Film School Database will make the user’s Multimedia available for other users to sample without charge, as controlled by the creators of the Multimedia, at their own option. This service is offered only for Multimedia and images that the user has created themselves, or has played a part in creating.
To provide premium services every month (unlimited searches, video uploads, file uploads, searching outside of a student's own school), the user agrees to pay The Film School Database a monthly fee to maintain this agreement. This fee includes storing and prolonging the availability of the user’s premium Multimedia on the The Film School Database website on a month-to-month basis at the then applicable published fee as of such monthly renewal date. The Film School Database shall undertake to notify user of all prospective changes to fees, by publishing or giving notice of those changes in a notice to the user's email.
2. Grant of Non-Exclusive License. user hereby grants to The Film School Database a royalty-free, non-exclusive license to post the Multimedia on the The Film School Database website, and make entire selections or portions thereof available for viewing by the public, to those who have been suppliedwith a user's "public password". The user also grants to The Film School Database a royalty-free, non-exclusive license to display user’s images for previewing and downloading along with any other Multimedia supplied by the user.
The Film School Database, being a division of Item Technology, is an archive of information and recordings with a convenient search and viewing system. Users who visit the site and register are not charged for downloading materials, in accordance with the tariffs and rules set by The Film School Database. All Users must register in order to obtain full access to the The Film School Database website. Non-registered users have limited access to the The Film School Database website: they can only view general Film School Database information pages, and view public profiles if given a public password. The Film School Database will make reasonable efforts to monitor the use of the The Film School Database website to prohibit unqualified and/or unregistered users from downloading Multimedia, to prevent unqualified contact, and to prevent or minimize any interruption of accessibility to users, but The Film School Database shall not be liable to user for any such prohibited usage or conduct, contamination, interruption in accessibility, or any archiving problems.
3. Payments to user. The Film School Database does not currently intend to sell anything on users behalf, and does not intend to pay users for the privilege of distributing their Multimedia to other students (which is all under the Multimedia creator's control).
4. User Representation as to Intellectual Property Rights. The user represents and warrants to The Film School Database as follows:
(a) that user is the true and rightful owner of, or is licensed or otherwise possesses legally enforceable rights to use, the registered and unregistered rights, titles, and interests in and to any United States or foreign trademarks, service marks, trade names, copyrights or other intellectual property rights relating to the Multimedia and Images provided to The Film School Database by user under this Agreement, including but not limited to the right to post on the internet, reproduce, and otherwise use the Multimedia and images;
(b) that user has conducted a thorough investigation as to the Multimedia and images concerning copyright infringement or other property rights of third parties;
(c) that the execution and delivery of this Agreement or the performance by The Film School Database of the obligations hereunder will not violate any intellectual property rights of third parties; and
(d) that no claims with respect to the user’s intellectual property rights or third party intellectual property rights in the Multimedia and images are currently pending, nor to the knowledge of the user, are threatened by any person, nor, to the user’s knowledge, do any grounds for any claims exist.
user acknowledges that these representations and warranties are material to this Agreement, and that The Film School Database is relying on these representations and warranties as consideration for agreeing to make the Multimedia and images available for on-line viewing. The Film School Database reserves the right, at its sole discretion, to investigate the ownership of and rights to any and all Multimedia and images provided hereunder. By reserving these rights, The Film School Database does not in any way assume an obligation to investigate or verify ownership of or rights to any Multimedia and images provided by user, and The Film School Database may rely on user’s representations and warranties provided herein, even if The Film School Database investigates such ownership. In addition to The Film School Database’s other rights to termination or otherwise hereunder, if The Film School Database determines, or has reason to believe, that the user does not have the authority to produce the Multimedia and images, The Film School Database will have no obligations to the user to provide any work or services with respect to such Multimedia and images.
User agrees to provide The Film School Database, upon request, all necessary documentation of ownership or other legal rights, including without limitation all pertinent trademark, copyright and licensing information. The Film School Database wishes to protect property owners from the unauthorized distribution of the content of their property.
5. user’s Representations as to Content. In selecting to have Multimedia uploaded onto the The Film School Database website, user represents and warrants to The Film School Database that user has fully and accurately investigated and searched for the existence of any content that would be categorized as intellectual property infringement. Notwithstanding user’s representations herein, The Film School Database reserves the right to decline to post any Multimedia content and/or images that it deems to be offensive or explicit, or to discontinue posting of such material without prior notice to user. The user further represents and warrants that the content supplied to The Film School Database is free from contamination, viruses, or metadata that could damage or infect the The Film School Database website users who download Multimedia from The Film School Database website.
6. Limitation of Liability and Indemnification. The Film School Database shall not be liable for any consequential, indirect, incidental, special or punitive damages or losses of any nature (including, without limitation, lost revenues, profits or goodwill or damage to reputation) (collectively, "Consequential Damages") suffered by user or anyone else, under any theory, whether foreseeable or unforeseeable, in connection with The Film School Database’s performance hereunder for any reason whatsoever, including without limitation, for any defects or errors in material or workmanship.
The user agrees to fully indemnify, defend, protect, and hold harmless The Film School Database its respective officers, directors, agents, affiliates, distributors, franchisees, and employees (collectively, "Indemnified Parties") against any liabilities, losses, claims, damages of any type or nature (including without limitation any consequential damages), causes of action, lawsuits, administrative proceedings (including interest from the date of such damages), and costs and expenses (including without limitation reasonable attorneys’ fees and disbursements of every kind, nature, and description related to litigation, arbitration or otherwise) (collectively, "Damages") suffered, sustained, incurred or paid by the Indemnified Parties in connection with, resulting from, or arising out of, directly or indirectly (i) any claim, demand, proceeding, or lawsuit by a third party for any reason whatsoever arising from the Multimedia and images provided by the user under this Agreement, including without limitation any alleged negligence of The Film School Database and any alleged violation of patent, copyright, trademark, trade secret, or other proprietary right of any third party, (ii) any breach of any representation or warranty of the user set forth in this Agreement or the Intellectual Property Rights (IPR) form, or in any other form or document in connection herewith, and (iii) any damage, virus or infection originating from user’s Multimedia that contaminates the The Film School Database website.
7. Internet Interruption and Website Contamination. The Film School Database is not responsible to user for any interruption of access to the The Film School Database website for any reason, or for any contamination, virus, or infection that causes damage to user’s content uploaded onto the The Film School Database website. The Film School Database is not responsible for any loss of revenue or goodwill to user due to any such interruption or contamination or due to any other reason, including but not limited to any damage to user’s reputation that may result.
8. Amendment and Termination. The Film School Database reserves the right to change, amend, and supplement this Agreement at any time, at its sole discretion. The Film School Database shall undertake to notify user of all prospective changes to the Agreement, by publishing or giving notice of those changes in an email to the user. In the event that user disagrees with any such changes to the Agreement, user should notify The Film School Database at the email address: info (insert @ symbol) filmschooldatabase.com immediately to terminate this Agreement. Notwithstanding anything herein to the contrary, The Film School Database shall have the right, with or without any cause or reason, at any time, to terminate this Agreement or to decline to post, or to discontinue posting, of any or all of the Multimedia and/or images of the user, without prior notice to the user. The user reserves the right to terminate this Agreement at any time by notifying The Film School Database as provided herein.
9. Notice. Whenever notice to user is required by this Agreement, publication on the "News" page, which is also fed onto the user's "Control Panel" page, or an email to the user shall be sufficient. Whenever Notice to The Film School Database is required by this Agreement, the user agrees that Notice will be made in writing via e-mail to The Film School Database at info (insert @ symbol) filmschooldatabase.com that is acknowledged by an authorized representative of The Film School Database.
10. Arbitration; Jurisdiction. Any dispute, controversy or claim between user and The Film School Database arising out of or related to this Agreement or the breach, termination, or validity thereof shall be resolved by arbitration in Los Angeles County, California in accordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association ("AAA") including, without limitation, all rules providing for interim measures (injunctive relief) if interim measures are required, and judgment upon the final and binding award rendered by the Arbitrator(s) may be entered and enforced as a common law award by any court having jurisdiction over the parties. user agrees that user will be subject to the exclusive jurisdiction of the State of California, and that any venue or forum outside of the State of California shall be deemed improper and non-convenient for any dispute between The Film School Database and user. All disputes will be heard by a single arbitrator. In any case where AAA or its successors are not in existence, the arbitration shall proceed with statutory arbitration under the appropriate state act, as deemed appropriate by The Film School Database. The Film School Database and user hereby consent to such venue and jurisdiction for dispute resolution hereunder. user hereby waives personal service of any and all process upon it, and consents that all such service of process may be made by mail or messenger directed to it at user’s email address.
11. Governing Law. This Agreement, and any controversy or claim arising out of this Agreement, or the breach thereof, shall be governed by and construed according to the domestic laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction, including any jurisdiction outside of the United States of America) that would cause the application of the laws of any jurisdiction other than the State of California.