1. OVERVIEW AND INTRODUCTION
a. Please read the following terms and conditions carefully. These terms and conditions govern your access to and use of the cinnect.net (the “Website”), including the use of any content, information, products and/or services (the “Services”) therein. This is a legal agreement between you and the Cinnect Ltd (Hereinafter referred to as “Cinnect” “we” “our Platform” and “us”). We reserve the discretion and right to terminate, monitor, suspend, delete or ban the account of any User on our platform. We have no obligation to give any reason or explanation for such action. We take these actions for the benefit of our platform.
b. We also reserve the right to modify the Terms and Conditions without notice. All modified terms and/or conditions will be in effect after they are posted on the Website (unless applicable law requires a longer notice period). By continuing to use or access our Platform and/or Services after Cinnect makes any such modification, you agree to be legally bound by the revised Terms and Conditions. You may not alter the terms in this Terms and Conditions without Cinnect’s express written consent.
d. These Terms and Conditions govern and regulate your use of our platform and services, by using our platform, you consent to these terms and are bound by it. Please kindly read these terms carefully. These Terms override any previous communication or agreement with Cinnect in relation to any of our services and platform.
2. DEFINITIONS AND INTERPRETATIONS.
As used in this Terms and Conditions, the following words and terms shall have the meanings ascribed to them below with words in the singular deemed to include those in the plural and vice versa:
i. Advertising Supported Video on Demand or AVOD - means making available a digital Motion Picture Copy by Internet Streaming to a User who is not required to pay a fee to view the Motion Picture Copy but where advertising, such as trailers or commercials, are included before, after, or within the continuity of the Motion Picture Copy, or where other advertising, such as banners, icons, hypertext, meta-tags, or similar identifying information for a product or service or their supplier, is included on the same Website as the Motion Picture Copy.
ii. Airline or In-Flight Entertainment or IFE - means exploitation of a Motion Picture Copy only for direct exhibition in airplanes either by the airline carrier or by passengers using a Mobile Devices that are operated by an airline flying the flag of any country in the Territory for which Airline exploitation is granted but excluding airlines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
iii. Ancillary or Transport Media - means only Airline, Hotel, Ship, Train and Vehicle exploitation of a Motion Picture.
iv. Avails - means detail on the contractual availability of rights applicable to a piece of Work.
v. Blu-Ray - means a digitally encoded electronic storage device that conforms to one of the Blu-Ray specifications and that is designed for use in conjunction with an electronic device in a way that causes a Motion Picture Copy to be visible for private viewing on the screen of a monitor or television.
vi. Buyer or Licensee - means Users that wish to acquire rights to broadcast or exhibit Works made available by Sellers on Our Platform.
vii. Category (Rights Granted) - Category means a selected Rights type classification for which a Seller will designate rights to the Buyer for the given License Period.
viii. Cinnect - means Cinnect Ltd, a company registered and located in the United Kingdom which can be contacted through the information on our Contact Page.
ix. Cinematic - means only Theatrical, NonTheatrical and Public Video exploitation of a Motion Picture.
x. Currency - means the Base Currency specified in the Transaction between a Seller and a Buyer, or if not specified, the Base Currency is United States Dollars.
xi. Dashboard - A page where registered Users can view details of their operations on our Platform.
xii. Digital Versatile Disc or DVD - means a digitally encoded electronic storage device that conforms to one of the DVD Specifications for Read-Only Disc and that is designed for use in conjunction with an electronic device in a way that causes a Motion Picture Copy to be visible for private viewing on the screen of a monitor or television.
xiii. Educational A/V - This includes the sale, lease and rental of works on film or videograms to universities, schools, libraries, museums or similar institutions for exhibition directly to audiences or close-circuit exhibition.
xiv. EST or Electronic Sell Through or Electronic Service Transaction - means only Single-Use EST, Limited-Use EST or Extended-Use EST exploitation of a Motion Picture. Electronic sell-through is a method of media distribution whereby consumers pay a one-time fee to download a media file for storage on a hard drive.
xv.Exclusivity or Exclusive Rights - means a contract term in which one Party the Seller grants Buyer sole rights with regard to a Motion Picture, on the agreed upon rights format.
xvi. Extended Use EST or Extended Use - means providing access to a digital Motion Picture Copy for Internet Downloading by a User who is required to pay a separate fee to obtain possession of a digital copy of the Motion Picture Copy which may be viewed, but not further copied, without express limitations as to the number or duration of such viewings by the User.
xvii. Free TV or Free Television - means only Terrestrial Free TV, Cable Free TV, Satellite Free TV, and Catch-Up Free TV exploitation of a Motion Picture.
xviii. Free to the User VOD or Free Video on Demand or FVOD - means making available a digital Motion Picture Copy by Internet Streaming to a User who is not required to pay a fee to view the Motion Picture Copy and there is no advertising content embodied in or associated with the Motion Picture Copy.
xix. Format (Rights Granted) - means the method by which the Motion Picture is delivered, transmitted or shown the the viewer.
xx. Gross Receipts - means all non-refundable gross monies actually received by Cinnect from a seller for the use and distribution of the Works less sales, use, value added, remittance, other taxes or any other applicable charges.
xxi. Hotel - means exploitation of a Motion Picture Copy only for direct exhibition in temporary or permanent living places, such as hotels, motels, apartment complexes, co-operatives or condominium projects, by means of an internal, closed-circuit television system where the telecast originates within or in the immediate vicinity of such living places.
xxii. License Period - The License Period is the maximum time period indicated in the Deal Terms during which the Buyer may exploit or authorize exploitation of each Licensed Right. If the Deal Terms only authorize a limited number of Authorized Telecasts for the PayPerView, Pay TV or Free TV Licensed Rights, then the applicable License Period for such Licensed Rights ends on the earlier of the end of the applicable License Period or the conclusion of the last Authorized Telecast. Failure to use all Authorized Telecasts will not extend the License Period.
xxiii. Limited Use EST or Limited Use - means providing access to a digital Motion Picture Copy for Internet Downloading by a User who is required to pay a single fee for a specified number or period of downloads (e.g. unlimited downloads for x days, or x downloads maximum, or x downloads within y days) and who only retains possession of or access to the Motion Picture Copy for a limited period of time in close proximity to the act of downloading needed to view the Motion Picture for the authorized downloads.
xxiv. Listing - means any Work made available for offers on our Platform by Sellers.
xxv. Listing Information - means any description or information accompanying a Listing as uploaded by a Seller on our Platform.
xxvi. License Agreement Template - means the discretionary document that becomes legally binding when executed by Buyers and Sellers using our Platform’s Contract generation tool that describe the terms of the licensed Work, and other information regarding the legal relationship between the Buyer and the Seller.
xxvii. Metadata - means material that allows potential Buyers to assess the Work. This may include images, trailers, synopses, run times, directors, producers, cast etc, and other associated information about a piece of Work;
xxviii. Motion Picture - means the licensed audiovisual work consisting of a series of related images that, when shown in succession impart an impression of motion, with accompanying sounds, if any.
xxix. Non-Theatrical - means the linear exploitation of a Motion Picture Copy only for direct exhibition before an audience by and at the viewing facilities of either organizations licensed for a primary purpose other than exhibiting Motion Pictures, such as in educational organizations, churches, restaurants, bars, clubs, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the Territory.
xxx. Net Earnings - means Gross Earnings less our Revenue Share.
xxxi. Open Call - means a notice by a Buyer to our network of Sellers requesting for a specific piece of Work.
xxxii. Our Content - includes those contents provided to Users by Us, which is related or connected to our services or activities on our Platform.
xxxiii. Our Platform or Our Website - Includes all avenues in which our services can be accessed and used. This includes but is not limited to www.cinnect.com, mobile applications, any of Our Services, etc.
xxxiv. Our Services - includes anything related and connected to Cinnect
xxxv. Party - means either User as defined in 2(lxiii) or Cinnect as defined in 2(viii).
xxxvi. Parties - means both Users defined in 2(lxiii) or Cinnect as defined in 2(viii).
xxxvii. PayPerView - means only Residential PayPerView and NonResidential PayPerView exploitation of a Motion Picture.
xxxviii. Pay-TV - means only Terrestrial Pay TV, Cable Pay TV, Satellite Pay TV, and Catch-Up Pay-TV exploitation of a Motion Picture.
xxxix. Payment - means such amount of money due to a Buyer or received from a Seller on behalf of a Buyer in relation to a Transaction on Our Platform.
xl. Payments Schedule - means the regularity by which payments from the Buyer to the Seller will be made with respect to any gross receipts accrued as per a Transaction on Our Platform.
xli. Payment Structure - means the way in which the Seller share of gross receipts collected at source by the Buyer are to be calculated.
xlii. Platform - means a Website which provides its Authorized Subscribers access to Motion Pictures (audiovisual work) and to enter into lawful agreements using the Internet Protocol.
xliii. Premium video on demand (PVoD) - means a version of TVoD which allows customers to access video-on-demand Works sooner than they would have been able to otherwise – often feature films made available alongside, or in place of, a traditional release in movie theaters – but at a much higher price point.
xliv. Referral - link shared by existing User to an unregistered User directing them to register as a User on Cinnect
xlv. Revenue Share - Ten Percent (10%) of the Gross Earnings which is due to Cinnect for the use of this Platform.
xlvi. Rights Granted - means rights, licenses, and privileges under copyright, trademark, neighboring rights or other intellectual property rights with regard to any type of exploitation of a Motion Picture or its Underlying Material, including the rights to duplicate, adapt, distribute, perform, display, and make available in accordance with the customary requirements of each specific licensed media format.
xlvii. Royalty Payments - means the allocated distribution fee or accrued sum of money generated from the Motion picture that is payable to the Seller as per any Transaction on Our Platform.
xlviii. Seller or Licensor - means a User who owns the Intellectual Property rights to a Work or owns legal and lawful rights to sell a Work on behalf of another person and have put the said Work up for sale on Our Platform.
xlix. Ship - means exploitation of a Motion Picture Copy only for direct exhibition in sea or ocean-going vessels that are operated by a shipping line flying the flag of any country in the Territory for which Ship exploitation is granted but excluding shipping lines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
l. Single Use EST or Single Use - means providing access to a digital Motion Picture Copy for Internet Downloading by a User who is required to pay a separate fee for each act of downloading and who only retains possession of or access to the Motion Picture Copy for a limited period of time in close proximity to the act of downloading as needed to view the Motion Picture.
li. SVOD or Subscription VOD or Subscription Video on Demand - means making available a digital Motion Picture Copy by Internet Streaming to a User who is required to pay a set fee for a specified period to view the Motion Picture Copy along with other Motion Pictures available on the licensed service making available such Motion Pictures.
lii. Transaction - means a purchase of any type of intellectual property rights to a Work on Our Platform.
liii. Television or TV - means the communication to the public of a Motion Picture Copy by means of Hertzian waves, wire, cable casting, wireless diffusion, radio waves or satellite in a manner that allows the Motion Picture Copy to be viewed simultaneously with the broadcast on a television, but without the use of an Internet Protocol.
liv. Territory - means countries, regions, continents or areas of land mass that encompass a recognised international border or geo-political economic area.
lv. Terms and Conditions - means this “Terms and Conditions” together with the terms incorporated by reference, all as may be amended, varied or supplemented from time to time by Cinnect in accordance with the provisions of this Terms and Conditions
lvi. Theatrical - means the linear exploitation of a Motion Picture Copy only for direct exhibition in conventional cinemas or drive-in theatres, licensed as such in the place where the exhibition occurs, that are open to the general public on a regularly scheduled basis and that charge an admission fee to view the Motion Picture.
lvii. Trains - means exploitation of a Motion Picture Copy only for direct exhibition in a rail-based transportation system that is operated solely within the Territory.
lviii. Transactional VOD or Transactional Video on Demand or TVOD - means making available a digital Motion Picture Copy by Internet Streaming to a User who is required to pay a set fee for a specified period to view the Motion Picture.
lix. Vehicle - means exploitation of a Motion Picture Copy only for direct exhibition in commercially operated motor or electric vehicles, such as buses, taxis, or rideshares, used for transporting individuals solely within the Territory.
lx. Videogram - means a cassette, disc, or comparable magnetic or electronic storage device designed to be used with a reproduction apparatus that causes a Motion Picture Copy to be visible on a television screen for private viewing in a substantially linear manner.
lxi. VHS or Video Home System - means a magnetic tape storage device that conforms to one of the VHS Specifications and is designed for use in conjunction with an electronic device in a way that causes a Motion Picture Copy to be visible for private viewing on the screen of a monitor or television
lxii. VOD or Video on Demand - means only AVOD, FVOD, SVOD, TVOD & PVOD exploitation of a Motion Picture. Video on Demand is a system in which viewers are provided with an OTT (Over The Top) stream of audiovisual content, by means of a computer, mobile, tablet device or interactive TV system, from a wide available selection.
lxiii. User or Users - any User of our Service including but not limited to Sellers, Buyers, or any person using our Services or Platform.
lxiv. User Content - means any Content provided by the persons who fall under the category in 2(lxiii) above minus the Work as defined in lxvii.
lxv. User settings - A page where Users can add or edit their personal information, change password and payment information.
lxvi. Website or Platform - www.cinnect.net and all of our services.
lxvii. Work - means an Intellectual Property Content along with associated assets such as metadata, still images, supplemental audiovisual content, artwork, etc., posted on Our Platform as a Listing or in response to Open calls with the aim of finding Buyers or offering it to other Users .
lxviii. You - means the same thing as “User” as described in 2(m)
Any reference to a statutory provision shall be construed as a reference to:
a. Any statutory modification or re-enactment thereof (whether before or after the date hereof) for the time being in force;
b. All statutory instruments or orders made pursuant thereto; and
c. Any statutory provisions of which that statutory provision is a re-enactment or modification.
d. Any reference to a document or this Terms and Conditions shall include a reference to any amendment, replacement, notation or supplement to that document or this Terms and Conditions but excluding any amendment replacement, notation or supplement made in breach of this Terms and Conditions.
e. Any reference to a Party, (who can either be Users or Cinnect collectively and individually) to these Terms and Conditions includes a reference to that Party’s successors and permitted assigns.
f. Paragraph headings are inserted for ease of reference and convenience and shall not be construed as forming part of this Terms and Conditions or used in the interpretation of any Article hereof.
g. Words denoting the singular shall include the plural and vice versa.
h. Words denoting persons shall include corporations, firms and organisations and vice versa.
i. Words denoting any gender shall include all genders.
3. OUR SERVICES.
a. We are a business-to-business (B2B) Platform focused on facilitating the paid licensing of audio-visual works (“Work”) between entertainment industry entities and stakeholders. Our platform allows Users who qualify as "sellers" under this Terms and Conditions to create their own page listing their Work, so that other Users qualifies as "Buyers" can search for listed Works they wish to license for use and/or distribution on their platform.
b. Our Platform allows the Users to negotiate and discuss the terms of these licensing between each other and we facilitate a platform for these negotiations and delivery of the Works. We provide secure delivery of the Works and media assets, as applicable.
c. Cinnect operates the Website with transparency and impartiality. Subject to any provisions of these Terms and Conditions, Cinnect exerts all reasonable efforts to ensure the protection of copyright within our Platform and the confidentiality of all non-publicly available information provided by Users on the Website.
d. Cinnect expressly states that we are not responsible for the activities of any User. We are only a platform bringing Users together. Every Seller setting up a Listing is under the obligation to ensure that it secures the needed authorisation, permit or licence to set up that Listing, within the confines of the local laws of the jurisdiction at which it operates.
e. All Listing, Listing Information, Avails or Work presented on Our Platform is provided solely by the Seller. Cinnect makes no representation or warranty of any kind in respect of this material.
f. We are only a platform bringing Sellers, Buyers and other Users together. It is the responsibility of Buyers and Users to read the information on each Listing page to make an informed personal decision on whether to engage with the Seller or not or not. As a Buyer, you are responsible for making a decision regarding the authenticity and suitability of the Listing Information you engage with. Please be informed that it is also your duty to do your due diligence on the authenticity and rights related to the Work contained in or related to the Listing.
g. We retain the right to refuse to accept into the Platform any Listing, Listing Information, or Work that we consider unsuitable for any reason. We are not obligated to communicate those reasons to you.
4. OBLIGATIONS OF USERS
We give to all our Users a limited, non-exclusive non-transferable, and revocable license to use our platform and services. However, this right of use is subject to these Terms and Conditions and the following restrictions:
b. We conduct verification for Intending Users where we assess the information provided to Us by intending Users. This verification is only restricted to confirming the veracity of the registration information provided to us by Intending Users. We hereby give no warranty on the identity of any User, we will do our best to confirm the identity but Users are also advised to take all reasonable steps to confirm the identity of other Users before engaging with them.
c. We reserve the absolute discretion as to the admission of Users on our Platform. We may refuse any application to join our Platform at any time and we are under no obligation to give reasons for such rejection.
d. Each User is only allowed two accounts on our profile, however, only one of those can be used as a Buyer and only one can be used as a seller. Users are not allowed to have two Buyers or two Sellers accounts.
e. Users are obligated to provide accurate and complete information when registering an account on our platform. They must also ensure that their account is updated and accurate at all times. Each User is responsible for his/her account. The confidentiality of your account and its activities are your sole responsibility. Any suspicion of any unauthorised use of your account should be reported to us immediately by sending an email to [email protected]. Cinnect is not liable for any loss or damages from any unauthorised use of a User’s account by another person.
f. Each User hereby represents that it is not impersonating another person or business, being fraudulent, being offensive or violating another User’s right. Each User also obligates that the Username selected is not offensive and targeted at demeaning another User.
g. Each User warrants and represents that it owns the exclusive rights to so use such Name and Likeness in connection with the Works and Listings and that the use of same will not infringe upon the rights of any Person.
h. Cinnect, in its sole discretion, reserves the right to reject any materials (including, without limitation, Work, images and/or artwork) that a User submit. Each User agrees to submit all Work, images and artwork at its sole expense, in the format(s) required by Cinnect.
i. Each User agrees that on demand and within seven days, it shall provide Cinnect with documentation satisfactory to Cinnect substantiating the obligations in this Terms and Conditions; it is expressly understood and agreed that the review by Cinnect of the said documents supplied by you shall in no way limit the representations and warranties set forth elsewhere in these Terms and Conditions and does not denote or communicate any warranty on the accuracy and authenticity of such documents or the Work by Cinnect.
j. Users agree that our Platform or Services will not be used to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
k. Users acknowledge and agree that Cinnect may disable access to and/or terminate any account and/or remove or disable access to any Work or any associated materials provided to Cinnect in the event that Cinnect finds that the intellectual property right of a third party is being infringed receives any claim that, if true, would constitute a violation of your representations and warranties hereunder or any terms stipulated in this Terms and Conditions.
m. Users must refrain from carrying out activities that infringe on the right of another User or person, carry out criminal activities, violate any law, breach a contract or a legal duty, offer illegal rewards, violate our Terms and Conditions and other related policies.
o. Users agree not to circumvent or manipulate the fee structure, the billing process, or the Revenue Share owed, or otherwise circumvent the obligation to pay the Revenue Share to Cinnect.
p. Users must respect the rights of others, must not post wrong information, avoid unsolicited and illegitimate communications, engage in actions that are libellous, tortious, profane, obscene or invade another person’s privacy. Users must not defame, harass, abuse, threaten, spam or distribute viruses or any software/program that invades the privacy of any User, affects the proper functioning of any equipment or the use of our platform by any User.
p. Users must not engage in activities that are detrimental to our platform or its functionality. Users shall not take actions to bypass our security measures or gain unauthorised access to our content or any other User’s content, reverse engineer or take apart any of our services or platform.
q. Each User warrants and represents that it is a legitimate entertainment industry business; that the personnel operating its account at Cinnect is above the age of 18 and has the authority to represent and bind the User in terms of its behaviour in the Platform as well as having the permission to act on behalf of the User they represent and have the legal authority to bind it; that it has the legitimate intention to transact Business in the Platform in relation to Our Services; that all the information provided within the Platform is accurate, complete and current; that all information obtained on Our Platform will be treated and held in strict confidence; You will comply with the terms of these Provisions; and that it will not attempt to bind Cinnect to any damage or loss suffered in respect of any activity carried out on this Platform.
5. SELLER’S OBLIGATIONS
As a Seller, you own the rights to the Work or you have the right to enter into transactions in respect with that work. When you set up a Listing on our profile or respond to an Open Call, you agree that you are entering into a separate legal agreement with Cinnect and other Users, as applicable. In addition to all other Cinnect policy and this Terms and Conditions, the following applies to all Sellers on our platform:
a. All Sellers must be truthful and transparent about the information provided on all Listings. They must also be available to answer all questions and queries as asked by Buyers. Sellers must be willing, ready and available to back up the claims made in their Listings.
b. All Sellers must ensure that they own the exclusive right to or have the rights to trade the Works contained in Listings or uploaded on Our Platform.
c. All Sellers must not submit to the Platform any Listing Information that infringes any third party's copyright or other rights (e.g., trademark, privacy rights, etc.) or which, for any reason, would not be allowed under the laws of their home jurisdiction.
d. All Sellers warrant and represent that the listing information made available to Cinnect in respect of a Work are to the best of its knowledge clear, accurate and correct.
e. Each Seller warrants and represents that he has a genuine intention to complete transactions being offered on Our Platform and that actions conducted on the Platform does not exceed the rights held by the Seller.
f. Each Seller warrants and represents that he will negotiate in good faith and promptly with Buyers, that he will fulfil his obligations to Buyers if a transaction is completed.
g. Sellers agree that Cinnect is not liable in any manner for the accuracy, veracity, completeness or validity of any information provided to our Platform, including but not limited to Listing information and the Works.
h. Each Seller agrees that by submitting and uploading Listing Information to Our Platform, the Seller grants Us a revocable, royalty-free, non-exclusive licence to host and display the Listing Information for the purposes of Our Platform. The Seller also grant to Us the right to use the Listing Information, the logo and name of Seller and associated materials for our promotional and marketing activities, both online and offline, for so long as the Seller maintains an account with Us.
i. Sellers agree that Cinnect may freeze any and all revenues in a Seller’s account that are received in connection with Work or other materials submitted by the Seller which Cinnect believes, in its good faith discretion, violate the Terms and Conditions, and that such revenues will be forfeited by the Seller if Cinnect determines, in its good faith discretion, they are the result of fraud and/or infringement. Each Seller agree that he will not be entitled to reimbursement for any fees paid to Cinnect in the event Cinnect disables access to a Seller account, the Work and/or any other materials provided to Cinnect, or to any revenues forfeited by the seller as set forth in the preceding sentence.
j. Keep private all personal information received from Sellers either related to the Transaction or not.
k. Each Seller warrants that it shall not use any other Payment means aside from our Platform to receive Payment from Buyers for any Work purchased on our Platform. Any attempt to receive Payment outside our Platform may lead to termination of the Seller’s account and Cinnect shall have the right to use all legal means to pursue the recovery of the Fees due to Us.
l. Each Seller hereby appoints Cinnect as his limited payment agent for the purpose of facilitating the receipt of payments made by Buyers in relation and connection with the Works and transactions completed on Our Platform and using a payment method supported by Cinnect or by one of Cinnect's Payment Service Providers, and the disbursement of those payments to the Seller.
m. At Cinnect, we endeavour to make Withdrawals available to Sellers timeously as circumstances permits. Sellers hereby accept and agree that Withdrawals may not be available to them for use immediately after a Payment is made by a Buyer. Withdrawal is only possible 14 days after a Payment is received from a Buyer. Cinnect does not guarantee that Withdrawals will be available to sellers within any specific time frame. Withholding of Revenue or Payment received might be for various reasons including but not limited to refunds, chargeback disputes, fraud, breach of this Terms and Conditions or any of our other policies, or any other situation.
n. Users agree that Cinnect holds no responsibility or liability for any delay or inability to access and use Withdrawals at any specified time, and any consequences arising from such delay or inability. Sellers are responsible for ensuring that the information provided for processing withdrawal is accurate and complete. Withdrawals are paid after our Revenue Share as contained in Clause 9 has been made.
o. Users agree to deliver the Work adequately and timeously as agreed.
6. BUYER’S OBLIGATIONS.
In addition to all other Cinnect’s policies and this Terms and Conditions, the following applies to all Buyers, as applicable, on our platform:
a. Buyers agree to make all Payments to the Seller using one of the payment methods supported by the Cinnect Platform.
b. Each Buyer warrants that it shall not use any other Payment means aside from our Platform to pay the Seller for any Work purchased on our Platform. Any attempt to make any Payment outside our Platform may lead to termination of the Buyer’s account and Cinnect shall have the right to use all legal means to pursue the recovery of the fees due to Us.
c. You agree that Cinnect undertakes no duty to investigate the veracity of any Listing information made by Sellers. We also do not endorse, guarantee, make representations, or provide warranties regarding the quality, or legality of any Listing, or the truth or accuracy of any Listing Information posted on the Services.
d. In order to make Payments, Sellers will be required to provide information regarding their credit card or other payment methods. Sellers represent and guarantee Cinnect that such information is true and that they are authorised to use the said Payment Method.
e. The Buyers also grant to Us the right to use the Listing Information, the logo and name of Buyer and associated materials for our promotional and marketing activities, both online and offline, for so long as the Buyer maintains an account with Us.
f. Buyers warrants that they have the ability to perform the obligations agreed with any Seller; they will notify Us timeously if any attempt is made by a seller to complete a transaction outside our Platform or breach any term of this Terms and Conditions; that they will negotiate in good faith and that they will take all reasonable steps to comply to any obligations entered into in a License Agreement with any Seller.
g. Buyers agree to indemnify, defend, and hold harmless Cinnect and its affiliates, directors, officers, employees, and agents, from and against all third party actions arising from Buyers’ participation in the Platform.
7. CINNECT’S OBLIGATIONS.
a. We are only a platform that brings Users together, facilitates the distribution of Works in the entertainment industry. We do not endorse any User Content, Works or guarantee the information provided by any User. It is the sole responsibility of Parties to make informed decisions on any Listing and User they engage on Our Platform. We do not provide financial or legal advice. Our help with design or drafting listing content does not confer any liability on it, they are activities of the User.
b. Cinnect does not bear any liability and has no obligation to investigate, participate, or become involved in any dispute between Users.
c. Cinnect may request information from Users regarding listings and Transactions. However, this is not an obligation, rather it is our discretion to decide whether to request for information or not. When we request for this information from Users, If the information is not provided within the requested time We reserve the right to terminate any Listing and account and pursue any remedies available to it under this Terms and Condition or any applicable law.
d. Cinnect may also withhold Payments from any Listing for any other breach of this Terms and Conditions. We may also seek reimbursement from a User by any other lawful means, including by using third-party collection services.
e. Cinnect may remove User Content that violates our Terms and Conditions at its sole discretion. Removing User Content, terminating an account, or cancelling Listings are not mandatory actions. It is at Cinnect’s sole discretion whether to give a reason for the action taken or not.
8. LICENCE AGREEMENT TEMPLATE IS NOT A SUBSTITUTE FOR LEGAL ADVICE
a. Our Platform also facilitates ease of operations and reduces costs for Users by providing a Licence Agreement template that can be generated using our generation tool, adopted and used at the discretion of the Users.
b. Users agree that Cinnect is not a Party to this Licence Agreement and does not give any warranty or assurances on the fitness of the Licence Agreement for purpose, it is a generic Agreement drafted for the most common licensing scenarios. Parties are advised to seek independent legal advice before using the Licence Agreement.
c. The Licence Agreement Template is provided for Users’ discretionary private use and does not constitute legal advice from qualified lawyers and should not be relied upon as such. We cannot guarantee that Legal Information is correct, current or up-to-date, or suitable for every situation. They are only intended to be used as templates, to be adapted by you to meet your individual requirements. Therefore, if you need legal advice for your specific problem please consult a lawyer.
d. Your use of the Licence Agreement Template does not create a lawyer-client relationship between you and Cinnect
e. The use of the Licence Agreement Template is not mandatory, Users can also upload and manage agreements created and executed by Users outside the Platform.
f. Users hereby agree that Cinnect does not bear any liability for issues arising from the License Agreement or as a result of the use of the License Agreement.
a. Cinnect will credit your account a sum equal to One Hundred Percent (100%) of Net Earnings received by Cinnect from the exploitation of the rights granted by you. (the Payment)
b. Our Revenue Share is Ten Percent (10%) of the Gross Earnings.
c. Any objection relating to any Payment or any Claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the payment is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
d. Cinnect will tender payment to Sellers in the calendar quarter immediately following Cinnect’s receipt of Gross Earnings, provided that the amount to be tendered exceeds US$100. Sellers are responsible for any bank fees, PayPal fees, or other charges related to such tender.
To the extent that you owe any amounts to Cinnect as a consequence of the Terms and Conditions or otherwise, Cinnect shall have the right to deduct all or a portion of such amounts from any Net Earnings otherwise payable to you.
e. In the event that Cinnect has, in its good faith discretion,a reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Cinnect reserves the right to discontinue the posting of Net Earnings to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Cinnect is obtained.
f. You agree that such revenues will be forfeited by you if Cinnect determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Cinnect (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Cinnect from any monies otherwise payable to you hereunder.
g. The Net Earnings posted to your Cinnect account will be pooled in an account with the Net Earnings of other Cinnect customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Earnings that Cinnect handles as your Payment Agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to Cinnect any ownership right that you may have in any interest that may accrue on Net Earnings held in such pooled account. In addition to or instead of earning interest on such pooled account, Cinnect may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Earnings.
h. In the event that Cinnect is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third-party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Cinnect may freeze any and all revenues in your account that are received in connection with the disputed Work or other materials submitted by you, and that such revenues will be forfeited by you if Cinnect determines, in its good faith discretion, they are the result of fraud and/or infringement.
10. CINNECT’S INTELLECTUAL PROPERTY
a. Cinnect’s Intellectual Property – Our content, service, trademark and everything on our platform are protected through various intellectual property laws including but not limited to copyright, patent, trademark and all other available protections under the Laws of England and Wales.
b. By using our platform, you covenant that you will respect our intellectual property and not adapt it or create derivative works off our Contents. We only grant you a limited, temporary, non-exclusive, non-transferable right to use and access our Content and our Users’ Content. You cannot and should not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt or copy any of the Content on our platform unless you get written permission from us.
c. We have the right and discretion to limit or revoke this limited license to use.
d.If there is any suspicion of infringement of your inte llectual property right by another User, please do not hesitate to contact us immediately as this is very important to us. You can contact us at [email protected].
e. Please note that we reserve the right and sole discretion on whether to delete, disable the Work infringing the intellectual property as alleged. We can also delete the Users’ account and ban them from using our service or platform. However, this is also at our discretion.
11. WARRANTIES, REPRESENTATIONS AND INDEMNITIES
a.You warrant and represent that:
i. You have the full right, power, and authority to enter into this Agreement and grant the rights granted herein. If you are an individual, you are at least eighteen (18) years of age. If you are a business entity, you are duly formed under the laws in the jurisdiction in which you were formed and that any person utilizing our Platform does so with the full power and authority to bind said business entity;
ii. Neither the Work nor any of its components, nor any other materials or any elements or parts thereof or other materials to be delivered to Cinnect hereunder, nor any use thereof by Cinnect, nor the exploitation by Cinnect of any of its rights hereunder, shall violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any Person, nor shall same constitute a libel or defamation of any Person whatsoever;
iii. There are not now and during the Term there shall be no liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings which might conflict or interfere with, limit, derogate from, or are inconsistent with or otherwise affect any of the provisions of this Terms and Conditions, any of your representations and warranties contained herein or the enjoyment by Cinnect of any rights granted to Cinnect hereunder, including, without limitation the right to distribute Work and exploit the other rights granted herein.
iv. You are the sole and exclusive owner of the Works and all rights granted hereunder in and to the Work and all literary, dramatic and musical material contained therein and you have obtained all licenses and permissions as may be required for the full and unlimited exercise and enjoyment by Cinnect of all of the rights granted to Cinnect. You will, on request, supply to Cinnect all chain-of-title documents regarding literary, dramatic and musical material, and any other material contained in the Work. It is expressly understood and agreed that the review by Cinnect of the said documents supplied by you shall in no way limit the warranties contained in this clause.
v. Unless you otherwise notify Cinnect in writing in advance, all persons and entities connected with the production of the Work, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Work or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Work and the rights herein granted to Cinnect in connection therewith.
vi. All obligations with respect to the Work , and its production, distribution and exploitation, including but not limited to all salaries, royalties, license fees, service charges, laboratory charges and the like, shall have been or will be fully paid by you. Except for amounts payable to you hereunder, Cinnect shall have no obligation for past, current or future salaries, royalties, residuals, deferments, license fees, service charges, laboratory charges or similar payments. All fees, payments, costs and charges, including, without limitation, all fees, payments, costs, charges or payments to any producer, director, writer, actor, composer, musician or any other Person who performed services or furnished material in connection with the Work, and/or to any guild, union, performing rights society, publisher or owner of master recordings arising by reason of the exercise by Cinnect of any of the rights granted to it hereunder shall be your responsibility and shall, under no circumstances, be the responsibility of Cinnect. If Cinnect, in its sole discretion, pays any amounts pursuant to this paragraph, then without limiting Cinnect’s other rights and remedies, such amounts shall be deemed advances, and may be deducted from all monies otherwise payable to you hereunder.
vii. All necessary synchronization, public performance and other licenses for the use of any musical compositions throughout the Territory for the Work and the exploitation by Cinnect of its other rights herein have been obtained from the copyright owners. All monies payable under such licenses or otherwise by reason of such uses have been or will be paid by you.
viii. In the production of the Work, all laws, statutes, ordinances, rules and regulations of each country, state, city or other political entity having jurisdiction have been or shall be satisfied, as well as rules, regulations and requirements of any union or guild having jurisdiction.
ix. The Work (including all elements thereof) is not in the public domain, and the Work has been validly registered for copyright. The Work as delivered will contain all proper copyright notices required or permitted for protection of the Work under the relevant and applicable Copyright laws.
x. The credit lists and other materials delivered to Cinnect under this Terms and Conditions will be complete and accurate. Further, Cinnect will incur no liabilities to any third parties arising out of its compliance with such lists and use of such materials as delivered, which use is consistent with the provisions of this Terms and Conditions and materials supplied by you;
xi. You have complied and will comply with the position of the law regarding minors and the depiction of sexually explicit conduct, if any, in the Work, including, without limitation, the collection and maintenance of individually identifiable information regarding all performers as required.
b. You shall defend and indemnify Cinnect and Channels and any of their affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing warranties and this Terms and Conditions, including reasonable attorneys’ fees and expenses.
c. Cinnect shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Cinnect at your expense with counsel approved by Cinnect, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Cinnect may, if it so elects, defend itself at your cost and expense and you agree that Cinnect may require your participation in such defence as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Cinnect shall have the right, in its sole discretion, to remove or disable access to the Works and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Cinnect’s prior written approval.
12. MISCELLANEOUS PROVISIONS.
a. Unsolicited Idea - Users agree that all unsolicited comments and advice are non-confidential and non -proprietary. An irrevocable, worldwide, transferable and royalty-free license to use, exploit, distribute and display the unsolicited advice or communication is hereby granted to Cinnect.
b. Third Party Copyrights and Other Rights - Cinnect respects the intellectual property rights of all Users. If you believe that your copyright has been infringed, please inform us as soon as possible through [insert email address]. If Cinnect reasonably believes that copyright may be subject to a valid infringement claim within our Platform, it will have the right to take down the material in question and to notify the Users in question.
c. Release from Liability for Site Outages - Users agree that Cinnect does not bear any liability from any loss of data, business opportunity or Content due to the scheduled maintenance, unplanned outages or malfunctioning of our platform.
d. Anti-Corruption and Anti Money-Laundering - Users agree that in using our platform, they will not undertake any conduct that constitutes an offence under applicable anti-corruption and anti-money laundering laws. A breach of this clause shall be deemed a material breach of this Terms and Conditions
e. Severability - In the event that any provision of this Terms and Conditions is held to be invalid or unenforceable in whole or in part, all other provisions will continue to be valid with the invalid and unenforceable parts severed from the remainder of this Terms and Conditions.
f. Third Parties - This Terms and Conditions does not confer any rights on any person or Party other than the Users and Cinnect. The rights of the Parties are not subject to the consent of any other person. All rights not expressly granted by Cinnect are reserved.
g. Headings - The paragraph titles in this Terms and Conditions are for convenience only and shall not define or limit any of the provisions hereof. These headings are used for nomenclature purposes alone and do not denote an interpretation tool for any term in this Terms and Conditions
h. Amendment - We may update this Terms and Conditions from time to time by publishing a new version on our website. The right to amend is at our sole discretion. You should check this page occasionally to ensure you understand any changes to this Terms and Conditions. We may notify you of changes to this policy by email or through email or any other choice of communications as set by you.
i. Anti - Slavery - Users covenants that they in using our platform, they will not undertake any conduct that constitutes an offence under applicable anti-slavery laws. A breach of this clause shall be deemed a material breach of this Terms and Conditions.
j. Notices - Unless otherwise stated in this Terms and Conditions or any other relevant part of our platform, all notices and other communications shall be in writing and delivered by electronic mail. If to Cinnect, the email address is [email protected] unless another email address is provided on the relevant page on our platform or this Terms and Conditions. If to any User, the email address will be the email address provided when registering for an account.
k. Waiver - No single or partial exercise of a right or remedy provided by this Terms and Conditions or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Terms and Conditions does not constitute a waiver of a subsequent or prior breach of this Terms and Conditions.
l. Relationship Of The Parties - This Terms and Conditions is intended and shall be construed as creating an Agreement for the purposes specified in this Terms and Conditions. Nothing in this Terms and Conditions or otherwise is intended or shall be construed as creating a partnership other than as specifically set out in this Terms and Conditions or any legal entity between the Users and Cinnect or any on-going or continuing relationship or commitment between the Users of Cinnect, other than as specifically set out in this Terms and Conditions.
m. General Indemnity - Users agree to indemnify and hold harmless Cinnect, its successors and assigns, from and against all losses, costs and other damage caused by the User, its Listings, its Works or any activity that is related or connected to the use of our Platform.
Governing Law - This Terms and Conditions, the jurisdiction clause contained in it and any non-contractual obligations arising out of or in connection with it or its subject matter or formation are governed by, construed and take effect in accordance with the law of England and Wales.
o. Dispute Resolution - Notwithstanding the provisions of (p), for any and all grievances, disputes, claims, or controversies you may have against Cinnect (“Disputes”), before pursuing any dispute resolution avenue, you must first give us an opportunity to resolve the Dispute informally by sending an email to [email protected] with the subject “Pre-Action Dispute Notice”. The Email should contain your name, your email address as registered on your account (if you have no account, please state that), a detailed description of your grievance and claims and, a description of the specific relief you seek and how we can resolve this grievance. If we do not resolve the Dispute within sixty (60) days after receiving your Pre-Action Dispute Notice, then you may pursue resolution of the Dispute in accordance to (p)
p. Subject to (n) and (o), the Parties agree that any dispute arising out of or in connection with this Terms and Conditions or the performance, validity or enforceability of it will be finally resolved by the courts of England and Wales, who have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Terms and Conditions or its subject matter or formation.
q. Class Action Waiver - Users and Cinnect agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither the Users nor Cinnect will seek to have any dispute heard as a class action, a representative action, a collective action, or in any proceeding in which the User or Cinnect acts or proposes to act in a representative capacity. The User and Cinnect further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of the User, Cinnect, and all parties to any such proceeding.
r. No Warranty - Cinnect has no fiduciary duty to any User. Our Platform, services, content, User Content, and any other related materials are provided on an "as is" and "as available" basis without any warranties of any kind, express or implied. This no warranty includes but is not limited to implied warranties of merchantability, quality or fitness for a particular purpose, non-infringement or course of performance. This no-warranty clause is exercisable to the fullest extent permissible by the law. The use of our platform and services, including without limitation any services provided on any third-party platform, are entirely at your own risk.
s. Limitation of Liability - Cinnect shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses. Users agree that Cinnect’s total cumulative liability in connection with these Terms, the Website, the Software, the Services, the Work, or any listing or services whether in contract, tort, or otherwise, shall not exceed the amounts, if any, You paid in commissions to Cinnect for the Services in the then-prior twelve months.
t. Confidentiality - You acknowledge and agree that, in the course of negotiating and transacting business on our Platform, you may become aware of certain otherwise confidential information related to Cinnect’s business and business practices. Except to the extent required by law, any legal or regulatory authority of competent jurisdiction or, with the prior written consent of the other Party. No Party shall use or disclose to any third party such information belonging to the other Party. This paragraph shall survive the termination of this Terms and Conditions. For the avoidance of doubt, Personal Information shall be treated in accordance with Applicable Laws and shall not be considered “confidential information” belonging to a Party.
u. Force Majeure - Cinnect will not be liable for delay or failure to perform any acts resulting from causes outside its reasonable control such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, act of governmental or failure of or interruption in services or utilities.
w.The terms in this Terms and Conditions survive the usage of the platform. Even after termination or deletion of your account on our platform or the discontinuing of your use of our services for whatsoever reason, either by your choice or our choice, the terms in this Terms and Conditions continue to apply post use and termination.
x. Use of Our Platform - Our Website and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Website and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Website and Services:
i. Use any metadata, meta tags or other hidden text utilizing a Cinnect name, trademark, URL or product name;
ii. Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
iii. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Website or Services to send altered, deceptive or false source-identifying information;
iv. Upload, submit, post, email, or otherwise transmit, via the Website or Services, any Work or other materials that are, in the sole opinion of Cinnect, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain pornography, erotica, child pornography or child erotica, are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libellous, or constitute hate speech or are otherwise objectionable;
v. Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on our Platform, servers or networks connected to our Platform or the technical delivery systems of Cinnect’s providers or break any requirements, procedures, policies or regulations of networks connected to the Website;
vi. Attempt to scan, probe or test the vulnerability of any Cinnect system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Website or Services;
vii. Attempt to search, meta-search or access our Website with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Cinnect or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to our Platform to determine how a website or web page ranks;
viii. Collect or store personal data about other Users of the Website or Services without their express and explicit permission;
ix. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
x. Use the Website or Services in any manner not permitted by the Terms and Conditions; or
Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms and Conditions.
Last updated: 21st April 2022
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