PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN A LEGALLY BINDING AGREEMENT BETWEEN YOU AND INTEGRINET AB.
Integrinet AB, company registration number 559323-4700 (“AppInFilm”, “we”, “us”, “our”), provides a digital solution that generates fictive social media apps to be used in film, TV, or commercial productions. By uploading images or other content to our platform (“Platform”), you (the “Contributor”, “you”) agree to license such content to our customers and partners (“Partners”) for use in one or several specific audio-visual production projects (“Production”), in consideration of the agreed royalty, as further described in this Agreement (defined below).
The following Terms and Conditions for Contributors (these “Terms”) set out the terms and conditions governing your use of the Platform as well as your contribution of images, photographs, or other digital content via the Platform (“Content”), including the rights granted by you to AppInFilm in respect of such Content. If you are contributing Content in your capacity as an employee or representative for a company, organization, or other legal entity (collectively “Entity”), you hereby represent to us that you are authorized to and hereby do bind such Entity to these Terms, and any references herein to “you” and “your” will refer to both you individually and such Entity, as applicable. Contributor and AppInFilm may be individually referred to herein as a “Party” and collectively as the “Parties”.
By accessing the Platform and/or uploading or submitting Content to the Platform you expressly agree to comply with these Terms as well as any other terms, guidelines and policies referenced herein or elsewhere on the Platform (collectively “Supplementary Terms”), all as updated from time to time and set out on appinfilm.com/legal. All of the Supplementary Terms, as well as any additional terms and conditions that we provide to you in connection with you registering an account or uploading or submitting your Content, together with these Terms, form a legally binding agreement between you and AppInFilm (the “Agreement”).
Registration and Access to the Platform
To access and use the Platform, 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 Platform to upload your Content, subject to the terms and conditions of this Agreement. You may not copy, rent, sell, reproduce, publish, republish, post, broadcast, frame or transmit the Platform (or any part of it), or authorize or assist anyone else in doing so other than as otherwise explicitly permitted under the terms of this Agreement.
AppInFilm has the right, in our sole discretion, to terminate your account for any reason, including in case of fraudulent usage, violation of a third party’s rights or if you fail to comply with any provision of the Agreement.
Updates and Upgrades to the Platform
We continuously upgrade the features and functionality of the Platform 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 Platform may result in interruption, modification, failure, delay or discontinuation of the Platform or any function or feature thereof.
When accessing and using the Platform, you undertake to:
a) comply with this Agreement;
b) comply with any applicable law, government regulation and third-party rights;
c) not use the Platform to encourage or promote offensive or illegal activity or violation of third-party rights;
d) not access the Platform in any manner that (i) compromises, breaks, or circumvents any of our technical processes or security measures associated with the Platform, (ii) poses a security vulnerability to AppInFilm’s Partners or users of the Platform, or (iii) tests the vulnerability of our systems or networks;
e) not access our Platform or documentation in order to replicate or compete with the Platform;
f) not reverse engineer the Platform or use the Platform to access AppInFilm’s Intellectual Property (as defined below) (save for as permitted under the Terms or mandatory law).
Further, by accessing the Platform 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 Platform by you or any person or entity using the Platform on your behalf (whether or not such access or use thereof has been authorized by you); and (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 the relevant Entity, 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.
With respect to any Content uploaded via the Platform, you hereby grant AppInFilm a non-exclusive, worldwide license to store, modify, edit and copy such Content and distribute and make it available to the public in any media or format, whether for commercial or non-commercial purposes, including advertisement, and to sublicense such rights to any Partner that elects to purchase/license your Content from us.
By logging into your account, you may remove any of your Content with immediate effect, in which case we will no longer make such Content available for purchase by Partners on the Platform. However, and for clarity, any Content already purchased/licensed by a Partner may be used by the Partner in perpetuity in connection with the Production for which it is licensed, and you hereby acknowledge that you cannot revoke any of the rights granted hereunder with respect to such Content already licensed to Partner.
Except for the granted rights set forth above, you retain ownership of your Content and nothing in these terms shall be construed as an assignment of any Content to AppInFilm.
AppInFilm may, but is under no obligation to, monitor and review Content uploaded to the Platform to determine whether it complies with applicable law and this Agreement. AppInFilm reserves the right to reject or remove, in our sole discretion, any of your Content for any reason.
You are solely responsible for all Content that you upload to the Platform 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 Content; or (b) you have secured and will maintain all necessary and valid licenses, consents, permissions and releases to upload such Content and to grant AppInFilm all rights hereto as described in these Terms; and (c) your Content and AppInFilm’s or our Partners’ use thereof does not and will not violate these Terms or applicable law, or infringe the intellectual property rights or privacy of any third party. Further, by uploading Content to AppInFilm, you represent and warrant that: (d) you have received proper and valid consents from all individuals who have an identifiable attribute, such as a face, human figure or voice, depicted in the Content you submit to AppInFilm, and: (e) you have received a proper and valid consent from the owner of any property or other design elements which is depicted in your Content. Contributors are required to provide written evidence of such consents upon request.
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 applying to your Content and for payment of all third- party fees and royalties related thereto. Except for the royalties payable to you and explicitly agreed herein, AppInFilm will under no circumstances be required to pay any royalties or fees (whether to you or to any third party, including collecting societies) in connection with or arising out of the Content or for the exercise of our rights under these Terms.
You may not submit any Content that violates applicable law, or that is otherwise illegitimate, 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.
The Platform 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 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.
Where a Partner elects to purchase your Content, you will receive consideration in accordance with AppInFilm’s royalty schedule, as updated from time to time. Our current royalty schedule can be found here and is hereby incorporated into these Terms by reference. The royalty schedule, including any royalty rates contained therein, may be changed in our sole discretion and AppInFilm will compensate the Contributor in accordance with the royalty rates that apply upon each Partner’s placing of an order with respect to your Content.
Royalties will be credited quarterly to the pay-out service account stated by you (“Accounting Period”). There is a minimum pay-out rate per Accounting Period of EUR 20. If you have not reached the minimum pay-out rate during an Accounting Period, your royalties will be rolled over to the next Accounting Period. If you cancel your account on the Platform, accrued royalties will be credited to your pay-out service account on next Accounting Period.
The pay-out service used is Stripe. You must hold a Stripe account to be able to receive your royalties earned. AppInFilm reserves the right to add and change the pay-out service. We further reserve the right to withhold a pay-out should we suspect that the information is incorrect, that you are involved in any fraudulent or illegal behaviour, that an unauthorized person has accessed your account or if we suspect that you have uploaded infringing Content. AppInFilm is not responsible and have no liability whatsoever for the services you obtain through our third-party pay-out services.
You shall be solely responsible for tracking and paying any taxes and governmental fees associated with or incurred in connection with any Royalties. For our Swedish users. To be tax compliant with current tax laws, it’s mandatory for us to collect your personal number to be able to report to the Swedish Tax Agency how much you’ve earned in royalties each year (Swe: kontrolluppgift).
EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE PLATFORM 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 PLATFORM WILL ACHIEVE A PARTICULAR RESULT OR BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE PLATFORM 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 PLATFORM. 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 PLATFORM.
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 PLATFORM SHALL IN NO EVENT EXCEED EUR 1,000.
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 Content uploaded to the Platform by you or those acting on your behalf which infringes any third party’s intellectual property rights or violates applicable law.
Changes to these Terms
AppInFilm reserves the right to make changes to these Terms from time to time in our sole discretion, it being understood that no changes shall apply to any pending arbitration proceeding commenced or legal claims asserted prior to such change. AppInFilm will notify you of such changes by any reasonable means, such as an announcement on the login page of the Platform, notice by email, an in-service pop-up message, or by other means that will provide you the opportunity to review the changes before they become effective. By continuing to make your Content available on the Platform following any changes to these Terms, you agree to such changes. If you do not wish to be bound by the changes, please remove the Content from the Platform, pursuant to the terms herein, that you do not wish the changes to apply to.
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, considering 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.