Thanks for choosing AppInFilm, a service provided by Integrinet AB, company registration number 559323-4700 (“AppInFilm”, “we”, “us”, “our”). These are our General Terms and Conditions (“GTC”) which set out the terms and conditions pursuant to which we provide access to our Service (as defined below) to you (the “Customer”, “you”). If you are accessing or using the Service in connection with your employment, you hereby represent to us that you are authorized to and hereby do bind your company/employer to the terms and conditions of these GTC, and any references herein to “you” and “your” will refer to both you and your company/employer, as applicable. Customer and AppInFilm may be individually referred to herein as a “Party” and collectively as “Parties”.
Our Service and its Content
By the term “Service”, we mean our digital solution that generates fictive social media apps (the “App”) including timelines and digital lives of the characters in a film, TV production or commercial production, including any technology, platform, or application program interfaces (“APIs”) included in or a part of such service, whether owned by us, or licensed or otherwise made available to us by third parties. Through your use of the Service, you may access and use digital content provided by AppInFilm, including visual, text as well as other content (collectively “Content”) that may be owned by us or licensed or otherwise made available to us by third parties.
Registration and Access to the Service
To access or use the Service, you will need to register an account. Upon your registration, you are granted a limited, non-exclusive, non-transferable, non- sublicensable and revocable right to use and access the Service for commercial non-private use, and this Agreement will apply to you, as updated from time to time and set out in the legal section on our website (currently available at appinfilm.com/terms). You may not copy, rent, sell, reproduce, publish, republish, post, broadcast, frame or transmit the Service or Content (or any part of them), or authorize or assist anyone else in doing so other than as otherwise explicitly permitted under the terms of this Agreement.
To access the Service, you need to place an order for the Service (“Order”). Activation and purchase of the Service through an Order is done through our online interface. Access to the Service and any Content are provided on a “one off” or subscription basis as further described on our online interface.
By your placement of an Order and payment of all relevant fees, you are granted a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access the Service and use the related Content for a specific audio-visual production project, as specified in the Order (“Production”), subject to any applicable territorial and other license restrictions described in relation to your Order. Upon placement of your Order, we will confirm your Order via email.
Updates and Upgrades to the Service
We continuously upgrade the features and functionality of the Service and reserve the right to make upgrades, updates, modifications and changes as we see fit in our sole discretion. You understand that such upgrades or changes to the Service may result in interruption, modification, failure, delay or discontinuation of the Service or any function or feature thereof. As a result, you acknowledge and agree that we assume no liability, responsibility or obligation for any such interruption, modification, failure, delay or discontinuation associated with the Service and you are hereby expressly advised not to rely upon the timeliness or performance of the Service. We will make reasonable efforts to minimize interruptions, failure or delay of the Service and will make reasonable efforts to inform of material changes which affect your use of the Service.
Content Provided in the Service
The Service includes images, text, icons and other items of Content. This Content is updated from time to time, including, for example, by the addition and/or deletion of particular images. Therefore, the Content which is available in the Service at any point in time may vary. We make no representation or warranty that any Content will be available on the Service, and we will have no liability to you for any claim arising out of the unavailability of any Content.
We will operate and update the Service and receive and handle your inquiries relating to your use of or access to the Service, such as technical, billing and payment issues and other related issues (“Customer Support”).
Our Customer Support is available to you as a Customer and user of the Service. Our goal is to ensure that you enjoy an outstanding experience while using the Service. If you encounter any technical problems or have questions regarding the Service, you can contact our Customer Support by sending an e- mail to contact [at] appinfilm.com. Customer Support does not include handling of issues relating to defects, interruptions and other failure caused in your hardware, Internet connectivity, communication or other equipment, for which you are solely liable.
When accessing and using the Service, you undertake to:
a) comply with this Agreement;
b) comply with any applicable law, government regulation and third-party rights;
c) not use the Service to encourage or promote offensive or illegal activity or violation of third-party rights;
d) not access the Service in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Service, (ii) poses a security vulnerability to AppInFilm’s customers or users of the Service, or (iii) tests the vulnerability of our systems or networks;
e) not access our Service or documentation in order to replicate or compete with the Service;
f) not reverse engineer the Service or use the Service to access AppInFilm’s Intellectual Property (as defined below) (save for as permitted under the GTC or mandatory law).
Further, by accessing the Service you represent and warrant that: (i) any information that you have submitted is true, accurate, complete and is kept updated and you shall be responsible and liable for any access to or use of the Service by you or any person or entity using the Service on your behalf (whether or not such access or use thereof has been authorized by you); (ii) you are authorized to assume the obligations and grant all permissions and licenses provided in this Agreement and that you have the full right, power and authority to enter into this Agreement and to create a legal, valid and binding obligation on you and/or your employer or company, as applicable, and you entering into this Agreement does not and shall not violate any applicable law, rule or regulation, or require any conditional consent by any person or entity; and (iii) you will not use, distribute, alter, or reproduce (or permit any third party do to so) the any Content other than as expressly permitted herein.
As a user, you may upload and create your own content to be displayed in the App, including text, images and video (“User Generated Content”, “UGC”). All such material, information or other content uploaded via the Service by you is considered User Generated Content.
You are solely responsible for all UGC that you upload to the Service and you represent and warrant to AppInFilm that: (a) you are either the sole and exclusive owner of the entire right title and interest in and to such UGC; or (b) you have secured and will maintain all necessary and valid licenses, consents, permissions and releases to upload such UGC and use it in the App and your Production and to grant AppInFilm all rights hereto as described in these GTC; and (c) your UGC and AppInFilm’s use thereof does not and will not violate these Terms or applicable law, or infringe the intellectual property rights of any third party.
You acknowledge that you shall be solely responsible for complying with the terms and conditions set forth in any third-party licenses, consents, permissions and releases to UGC and that you are solely responsible for making any payments of royalties and fees to third parties for such UGC. AppInFilm will under no circumstances be required to pay any royalties or fees in connection with or arising out of the UGC or for the exercise of our rights under these GTC, neither to you nor any third party.
You may not submit any UGC that violates any applicable legislation or regulation, or is in any other way abusive content, including but not limited to any material that contains pornography, sexually explicit content, or any other content not appropriate for the general audiences, unless otherwise is agreed.
AppInFilm may, but is under no obligation to, monitor and review UGC uploaded to the Service to determine whether it complies with applicable law and this Agreement. AppInFilm reserves the right to remove, in our sole discretion, any UGC for any reason.
You retain ownership of your UGC and nothing in these terms shall be construed as an assignment of any UGC to AppInFilm. Notwithstanding the foregoing, you hereby grant to AppInFilm a non-exclusive, non-revocable and royalty-free license to access the UGC uploaded by you to the Service and to use, store, process and copy it as required to provide the Service.
The Service, the Content, the App (save for any UGC contained therein) and AppInFilm’s trademark, trade name, logo and domain, including all related intellectual property rights therein (“AppInFilm’s Intellectual Property”), are owned, controlled or licensed by or to AppInFilm, and is protected by various intellectual property rights. Nothing in the Agreement shall be deemed to constitute an assignment of any of AppInFilm’s Intellectual Property to you. All of our rights not expressly granted to you by the Agreement are hereby retained by us and our licensors (as applicable) and you do not have the right to use AppInFilm’s Intellectual Property in any manner not covered by these Terms.
The Service may be offered on a one-off or subscription basis, as further explained on the AppinFilm online interface. The fees payable may depend on a variable of factors as indicated in connection with your Order, including Production length, number of images and other content.
We may from to time offer free trials of the Service. You may only register for a free trial once per customer. If you register for a free trial, we may make the Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the Service, (b) the start date of any Order purchased, or (c) termination by us in our sole discretion. Additional terms and conditions relating to the free trial will appear on the trial registration page or will be otherwise provided as part of the free trial. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Payment and invoicing of the applicable fees will be made as set out online when placing an Order, which also contains the acceptable forms of payment (each, an “Authorized Payment Method”), subject to certain restrictions, including territory restrictions, bank/payment card restrictions, spending limits, third party service provider restrictions or otherwise, which may prevent the processing of your Order.
Where credit card is used as payment method, you accept that we may debit your credit card automatically when issuing an invoice. Where another payment method is used, we will add a reasonable administrative fee as set out in the Order. Prices are exclusive of VAT and other applicable Taxes. We reserve the right to verify your financial status and creditworthiness with a reputable credit rating agency of our choice.
Third Party Payment Processing
You acknowledge and agree that we may utilize third party operational service providers to process your payments and all payments made through these third party operational service providers are subject to their respective terms and conditions of use, and in the event of a conflict between such third party’s terms and conditions and this Agreement, the terms and conditions of the third party service provider shall govern and control. We are not responsible and have no liability whatsoever for the services you obtain through our third party operational service providers or other web sites or web pages.
All payments made by you to us under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority, or any political subdivision or taxing authority thereof (such taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). You shall pay and indemnify AppinFilm from all Taxes and if any Taxes are required to be withheld from any amounts payable to us hereunder, the amounts payable to us shall be increased to the extent necessary to ensure that AppinFilm receives (after payment of all Taxes) the amounts specified in this Agreement.
Change of Fees
We reserve the right to increase our fees in our sole discretion during the term of this Agreement. We agree to make reasonable efforts to notify you in advance of any increase that applies to your use of the Service or Products. You will pay the price in effect at the time of checkout of an Order of the Service and/or the Content.
EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE, CONTENT, THE APP AND ALL INFORMATION, MATERIALS AND OTHER SERVICES AND PRODUCTS PROVIDED BY US UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THAT THE SERVICE WILL ACHIEVE A PARTICULAR RESULT OR BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. WE HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE SERVICE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY UGC.
APPINFILM WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF APPINFILM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, APPINFILM’S LIABILITY FOR ANY DAMAGES OR LOSS WHICH ARISES OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE AND THE APP (INCLUDING ANY CONTENT AND UGC) SHALL IN NO EVENT EXCEED EUR 10,000 OR THE TOTAL AMOUNT OF ANY FEES WITH RESPECT TO ANY SERVICE OR FEATURE PROVIDED THROUGH THE SERVICE PAID BY YOU TO APPINFILM IN THE SIX (6) MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE AGAINST APPINFILM, WHICHEVER IS LESS.
You will defend and indemnify AppInFilm against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to any allegation or third-party legal proceeding to the extent arising from; (i) your violation of the Agreement or applicable law; and/or (ii) any UGC uploaded to the Services by you or those acting on your behalf which infringes any third party’s intellectual property rights or violates applicable law; and/or (iii) your use of the App.
Any and all information related to either Party’s business and activities and that of its affiliates, which may be obtained by a Party in connection with this Agreement, whether oral or written or in visual, electronic or tangible form, shall be kept strictly confidential and not be used for any other purpose than the performance or enforcement of this Agreement. Both Parties hereby agree to not disclose any such information to any third party without the other Party’s prior written consent. This obligation of confidentiality does not apply when disclosure is required by law, regulation or a governmental decision to disclose information.
In connection with the provision of the Service, AppInFilm may process personal data for which you are responsible. Any such processing of personal data will be carried out by us in accordance with the Data Processor Agreement available at appinfilm.com/privacy.
The Agreement commences when (i) you have executed or submitted an Order, or (ii) you have received login details to the Service, whichever occurs first. The Agreement will remain in full force and effect for as long as you have access to the Service or the App, unless terminated prior to such date in accordance with the terms hereof.
We may terminate your use of or access to the Service at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party.
Upon the termination of this Agreement for any reason: any sum owing or due to us shall be immediately payable; and your access rights to the Service and other rights hereunder shall terminate.
In addition to any regulations regarding suspension and termination, we may suspend your access to and use of the Service at any time for any reason, including in the event of your actual or suspected unauthorized use of the Service, non-payment of fees or when you dispute our credit card charge and the payment is refunded to you, or non-compliance with this Agreement.
We reserve the right, at any time, to remove or disable access to Content as well in the Service, for any or no reason, including such that we determine in our sole discretion, violates this Agreement or any other agreement or rights of any third party. We may take these actions without prior notification to you.
If we suspend or terminate your access to or use of the Service, you agree that we shall have no liability or responsibility to you, that you will pay all fees, and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
Assignment. You may not assign or delegate any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of AppInFilm.
Governing Law and Disputes. This Agreement shall be governed by and interpreted in accordance with the laws of Sweden, without regard to principles of conflicts of laws. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.