Indevue is in beta, and we are still sorting out all the details around our community terms of service, and we definitely want your input!
In the meantime, these will be our terms to start, and if you upload content or watch stuff your sense of honor (and of course legally) be bound by these when you agree to the terms of service.
Please message us with your comments and feedback @ email@example.com
The long form terms of service (below) is brain damage, so what we have here is the easy button.
We really want to make this good for us all
"indevue" provides a platform to/for:
INDEVUE Through out the "indevue" platform, contributions to the "cause" will be consolidated and distributed to contest winners which will defined from time to time. These contests will be clearly defined as launched, and the proceeds paid to the content creator will be net proceeds minus a 15% site level administration fee (for contests only). For direct video contributions (by video), the fee will be 3% to cover the costs of processing."indevue" offers digital distribution for completed films. INDEVUE End users watch movies or can choose to contribute (we think that would be nice) via charge directly to a credit card through Stripe (or other processes defined from time to time), and can save their information to streamline future payments.
Once a User registers and builds out a User Profile, some of their information will be viewable by the public: name, location (city only), short bio, movie preferences, and "indevue" stats, including how much they've contributed, how much they've raised, The User Profile will also show what movies they are following and contributing to. If they make their movie playlists public, the public will also be able to see the movies a User has watched or recommended. If the User has followers, his or her followers will receive email and/or site notifications when the User follows, funds, watches or recommends films or when the User Submits any Content to the Site.
The Service makes accessible various content, including, but not limited to, videos, movie trailers, completed films, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, Projects, blog posts and other material and information, and associated trademarks and copyrightable works (collectively, "Content"). Project Owners, Supporters and other visitors to and users of the Service (collectively, "Users") may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content. "User Submissions" means any Content Submitted by Users.
The Company reserves the right, in its sole discretion, to modify, amend, or replace these Terms of Service (or any other terms and/or conditions referenced herein), or change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason and without prior notice. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Furthermore, the Company may require additional information from you and/or require you to confirm acceptance of certain terms and conditions in order to use the Service, or with respect to certain options that may be available to you with respect to same. It is your responsibility to check the Terms of Service and other terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
You agree that "indevue" owns and shall own all right, title and interest, throughout the world, in and to the Site and Service, and all copyrights, trade secrets, trademarks, service marks, trade dress rights, patent and invention rights, and other intellectual property and ownership rights associated therewith. The software that makes up the Site and Service is copyrighted and protected under the United States copyright laws as well as international treaty provisions the United States has entered into as well as by valuable trade secret rights of "indevue". You further acknowledge and agree that nothing in this Agreement and no use of the Service shall cause to vest or be construed to vest in you any right, title, grant, or interest in or to the Service other than the express right to use the Service solely in accordance with the terms and conditions of this Agreement and any other applicable terms and conditions. Any rights not expressly granted herein are reserved by "indevue".
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Service or law, and to only use the Service for the purposes specifically contemplated hereby. The Service is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the section of these Terms of Service titled, "Projects and Commerce"). You are responsible for all of your activity in connection with the Service.
(a) You agree not to, shall not, and shall not permit any third party using your account to, take any action, or submit Content, directly or indirectly, that:
(b) Additionally, you agree not to and shall not:
(c) You further agree not to and shall not, directly or indirectly:
The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Project; (ii) remove any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. "indevue" reserves the right not to comment on the reasons for any of these actions; if "indevue" chooses in its sole discretion to so comment, however, such comment(s) shall in no way reduce or restrict any of "indevue"'s rights and remedies as provided for herein, by applicable law, or otherwise.
If you see anything on the Site that you believe violates our Terms of Service or any other term or condition of the Service, including but not limited to Content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy or that constitutes spam, we encourage you to report it to the Company. Please note, however, that reporting such Content does not guarantee that it will be removed from the Site or that the Company will take any other actions. The Company may act in its sole discretion with respect to any such reports.
You may view Content on the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name ("User ID") and password. You agree to provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your account.
You shall not use as a User ID, domain name, or Project name any name or term that:
You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User's express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach. You may use your settings to control your User Profile and how other Users communicate with you. By providing "indevue" your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail or other manner. We may also use your email address to send you other messages, including changes to features of the Service and special offers.
. You must complete the launch profile page/form on the Site for"indevue" to upload a video, this will be automatically placed on the site, but is subject approval by indevue. Approval is based onan absence of pornography or excessively graphic violence is required. Approval or disapproval of a proposed Project is in the sole discretion of "indevue", and "indevue" will incur no liability in connection with the approval or disapproval of any proposed Project, and you agree to and shall indemnify and hold "indevue" harmless for any and all liability and/or damage incurred by it (including reasonable attorneys' fees and costs) resulting from such approval or disapproval.
(a) Once a film is uploaded, a Content Owner can distribute their film on "indevue"'s streaming platform or, at "indevue"'s sole election and subject to Project Owner's agreement to all Company-required agreements, terms, and conditions, through one or more of Company's distribution channels (including without limitation the revenue splits and payment terms associated therewith, which may differ from such terms as provided for herein, and may differ on a Project-by-Project basis). "indevue" will pass through to the Project Owner 76% of the distribution revenue collected on "indevue"'s streaming platform (the other 14% being "indevue"'s fee), less charges for credit card reimbursement, except with respect to "INDEVUE views," which are free of charge to the viewer. However, with respect to INDEVUE views, "indevue" will pay to the Project Owner 76% of the view price. Project Owners may decide how many INDEVUE views they will allow of their film, with a minimum of 100 per film. For the select group of FOUNDING FILMMAKERS, selected and agreed upon with "indevue" beforehand but always in "indevue"'s ultimate sole discretion, "indevue" will pass through up to 100% of the distribution revenue, less charges for credit card reimbursement. The minimum number of Indevue views for Founding Filmmaker films is 100. The same payment for INDEVUE views applies.
(b) If accepted to distribute on "indevue", your film may be eligible to be included in a "Conversation" or slate of films organized by an expert curator around a theme or topic. Inclusion in "Conversations" is entirely at "indevue"'s discretion as the platform and curator; provided, however, that if selected for inclusion, you hereby agree that "indevue" may so include your film in any such "Conversations" in "indevue"'s sole discretion.
(c) Distribution through partner channels. "indevue" is able to distribute films through various channels including but not limited to: theaters, Cable VOD and online retail platforms such as iTunes. Distribution output deals must be mutually agreed upon by "indevue" and the Project Owner, and are subject to one or more separate agreements. Revenue splits and payment terms vary from platform to platform, and are addressed in such separate agreement(s). "indevue" makes no guarantees or warranties about expected or actual revenue from these partner platforms.
The following rules are applicable to Project Owners who hereby agree to be bound by same, in addition to all other rules and regulations applicable to Users under these Terms of Service:
FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PROJECT OWNER (AND NOT COMPANY OR ANY THIRD PARTY PROCESSING COMPANY WITH WHOM COMPANY DEALS, INCLUDING STRIPE) SHALL BE SOLELY AND ULTIMATELY RESPONSIBLE IF ANY PLEDGE IS DISPUTED AT ANY TIME, INCLUDING AFTER FUNDS HAVE BEEN TRANSFERRED TO PROJECT OWNER.
IF A DISPUTE REGARDING A PLEDGE OCCURS AND DISPUTED FUNDS HAVE ALREADY BEEN TRANSFERRED TO PROJECT OWNER, COMPANY WILL WORK WITH ITS THIRD PARTY PROCESSING COMPANY TO SETTLE THE DISPUTE WITH THE CARD ISSUER. PROJECT OWNER WILL BE NOTIFIED THAT A DISPUTE HAS BEEN FILED, AND WILL REASONABLY ASSIST COMPANY BY PROVIDING EVIDENCE TO ATTEMPT TO RESOLVE THE DISPUTE IN PROJECT OWNER'S FAVOR. DURING THE TIME WHEN ANY DISPUTE IS ONGOING, PROJECT OWNER AGREES NOT TO USE OR TRANSFER ANY OF THE FUNDS IN DISPUTE. IF THE SUPPORTER'S DISPUTE IS FOUND VALID (WHICH MAY TAKE UP TO 60 DAYS OR LONGER), PROJECT OWNER SHALL BE REQUIRED TO RETURN THE DISPUTED FUNDS TO COMPANY IMMEDIATELY UPON REQUEST FOR SAME; FAILURE TO DO SO SHALL RESULT IN INTEREST BEING CHARGED AND DUE FROM PROJECT OWNER TO COMPANY IN THE AMOUNT OF 1% PER MONTH, COMPOUNDED MONTHLY, UNTIL THE ENTIRE AMOUNT DUE IS RETURNED TO COMPANY.
"indevue" IS NOT A GUARANTOR OF ANY PLEDGES MADE, AND SHALL NOT BE LIABLE OR HELD RESPONSIBLE FOR ANY FAILURE BY A SUPPORTER TO HONOR A PLEDGE, REGARDLESS OF WHEN SUCH FAILURE OCCURS. IF SUCH A FAILURE OCCURS, PROJECT OWNER'S SOLE RECOURSE SHALL BE AGAINST THE SUPPORTER THAT FAILED TO HONOR SUCH SUPPORTER'S PLEDGE.
PROJECT OWNERS SHALL BE REQUIRED TO PROVIDE A VALID CREDIT CARD AT THE TIME OF STARTING A PROJECT, WITH AN ADEQUATE LIMIT TO COVER ANY FAILURE BY PROJECT OWNER TO TIMELY REPAY ANY DISPUTED FUNDS AS PROVIDED FOR HEREINABOVE, AND COMPANY IS HEREBY AUTHORIZED TO CHARGE SUCH CREDIT CARD IN ORDER TO BE REIMBURSED ANY SUCH DISPUTED AMOUNTS.
Contributions come in three categories:
A SUPPORTER UNDERSTANDS AND AGREES THAT IT HAS A LEGAL OBLIGATION TO MAKE GOOD ON A PLEDGE, IN A TIMELY MANNER, IF AND WHEN A CAMPAIGN IS SUCCESSFUL; FAILURE TO DO SO MAY RESULT IN LEGAL ACTION AGAINST SUCH SUPPORTER BY THE PROJECT OWNER.
Payment processing services for Project Owners on "indevue" are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms of Service or continuing to be a Supporter on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time; provided, however, that this Agreement shall govern if there is any discrepancy between this Agreement and the Stripe Services Agreement. Supporter agrees that, after a cash pledge is made, such Supporter shall update such Supporter's payment information so as to make sure such cash pledge can be fulfilled if and when a campaign is successful (i.e. when pledges to the Project reach at least 80% fulfillment of the Project's funding goals). As a condition of "indevue" enabling payment processing services through Stripe, you agree to provide "indevue" accurate and complete information about you and (if applicable) your business, and you authorize "indevue" to share it and transaction information related to your use of the payment processing services provided by Stripe. "indevue" shall have no liability for transactions or interactions with the third-party payment processor.
Incentives offered by Project Owners for contributions of any kind to a Project are strictly between the Project owner and the Supporter. A Project Owner is not required to grant a Supporter's request for a refund unless the Project Owner is unable or unwilling to fulfill the incentive reward or the Project Owner cancels the Project. For some incentive rewards, the Project Owner will need further information from Supporters, such as a mailing address or t-shirt size, to enable the Project Owner to deliver the incentive rewards. To receive the reward, Supporters agree to provide the reasonably requested information to the Project Owner and failure to do so in a timely manner will release Project Owner from the obligation to deliver such incentive awards without any obligation to return the contribution.
"indevue" does not represent, warrant or guarantee:
"indevue" makes no representations regarding the deductibility of any contribution for tax purposes. Supporters are directed to consult your tax or legal advisor for more information. Projects that have agreements with a Fiscal Sponsor may be able to provide deductibility through the agreement with that Fiscal Sponsor, in which instances only "indevue" may act as a limited agent for the Fiscal Sponsor, all as more specifically provided for in the Fiscal Sponsorship Terms of Service. In such instances, deductibility would then be the sole responsibility of the Fiscal Sponsor, to whom "indevue" will provide a supporter's name, email address and contribution amount. Please refer to the Fiscal Sponsorship Terms and Services provided hereinbelow for further details.
"indevue" is not liable for any damages or loss incurred related to use of the Service. All dealings are solely between Users. "indevue" is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods, services and contributions, and any other terms, conditions, warranties, or representations associated with Projects on the Site. "indevue" does not oversee the performance or punctuality of Projects. The Company does not endorse any User Submissions. You release, indemnify, and hold "indevue", its affiliated entities (including without limitation Bright Ideas) and its and their respective officers, directors, owners, managers, employees, agents, contractors, legal representatives, successors and assigns harmless from any and all claims, damages, liabilities and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service. You acknowledge and agree that but for the foregoing release, indemnification and hold harmless, the Company would not agree to provide the Service to you and would immediately restrict you from being a User of the Service. This Section and all indemnification and related provisions in these Terms of Service and any other agreement, terms, or conditions on the Site shall survive the termination of same and/or your termination of using the Service for any or no reason.
Joining "indevue" is free. However, we do charge fees for certain services. When you use a service that has a fee you will have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service. To the extent the Service or any portion thereof is made available for any fee, you will be required to provide "indevue" information regarding your credit or debit card or other payment instrument. You represent and warrant to "indevue" that such information is true and that you are authorized to use such card or payment instrument. You agree to and will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Failure to comply with these payment provisions shall in no way relieve you of your payment obligations to "indevue".
The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
Videos are uploaded to "indevue" with a Google Drive, Drop Box, YouTube, or direct upload link. Users uploading any such Content to the Site or sharing video links from the Site acknowledge and agree that they are subject to and will abide by the terms, conditions and policies of that provider.
The Service may include certain services that are available via a mobile device, including (i) the ability to upload Content to the Service via a mobile device, (ii) the ability to browse the Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you understand that certain information about your usage of the Mobile Services may be communicated to us.
You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.
To the extent the Company is the owner of the Content only, the Company grants to each User of the Service a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Content, solely for personal, non-commercial use and as contemplated herein. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use solely in accordance with this Agreement is prohibited without prior written permission from the Company, or from the copyright holder if applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right or the terms of this Agreement.
By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:
"indevue" will not have any ownership rights over your User Submissions.
However, the Company needs the following license and representations to perform and market the Service on your behalf and on behalf of its other Users and itself.
You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to):
In addition, you represent and warrant to the Company the following:
In accordance with the Digital Millennium Copyright Act ("DMCA"), "indevue" has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. "indevue" also may terminate User accounts even based on a single infringement or otherwise in "indevue"'s sole and unfettered discretion. You understand and agree that to be included in certain distribution platforms provided by Company (in Company's sole discretion in each instance), you may be required to agree to additional terms and conditions. The Company has no obligation to include any Project in any such distribution platforms.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information and any Content or other information at your own risk, and you hereby release and forever discharge the Company from any and all liability with respect to any failure by Company to protect such information and/or Content unless such failure is due to the Company's intentional misconduct.
"indevue" will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify "indevue"'s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
If you believe that your work has been removed or disabled by mistake or misidentification, please notify "indevue"'s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
"indevue", Inc. Attn: Copyright Agent Email: Admin@Indevue.com
The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees earned by and/or paid to the Company are non-refundable. All provisions of the Terms of Service and any other agreement, term or condition on the Site or that you otherwise agree to that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnities, hold harmless clauses, and/or limitations of liability.
The Company has no special relationship with or fiduciary duty to you of any kind whatsoever and specifically disclaims any such duties. You acknowledge that the Company has no duty to take any action regarding any of the following: (i) which Users gain access to the Site; (ii) what Content Users access through the Site; (iii) what effects the Content may have on Users; (iv) how Users may interpret or use the Content; or (v) what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their Projects. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
NO SECURITIES OR EQUITY INVESTMENTS MAY BE SOLD THROUGH "indevue", AND "indevue" DOES NOT AUTHORIZE THE OFFERING, SALE OR PURCHASE OF SECURITIES OR EQUITY INVESTMENTS THROUGH THE SITE AND/OR SERVICE.
You agree to and shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates' employees, owners, managers, contractors, directors, suppliers, representatives and their respective successors and assigns from any and all liabilities, claims, damages and expenses, including reasonable attorneys' fees and costs and the advancement of same, incurred by any such release that arise from or relate to your use or misuse of, or access to, the Service, the Site, and/or Content, or otherwise from your User Submissions, any violation of the Terms of Service or other applicable agreements, terms and/or conditions, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to and shall assist and cooperate with the Company in asserting any available defenses.
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from any such location(s), you do so at your own initiative and are responsible for compliance with local laws.
By using the Services, you consent to receive from "indevue" or its affiliates all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. "indevue" may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the internal laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company, the Site, and the Service are deemed a passive website that does not give rise to personal jurisdiction over "indevue" or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, managers, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Los Angeles County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO TRIAL BY JURY IN ANY DISPUTE, ACTION, OR PROCEEDING.
These Terms of Service and other referenced material are the entire agreement between you and the Company with respect to the subject matter hereof (and thereof), and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company and govern the future relationship between the parties hereto (whether as User, Project Owner or otherwise). If any provision (or portion thereof) of the Terms of Service or other agreements, terms or conditions are found to be unenforceable or invalid, such provision (or portion thereof) will be limited or eliminated to the minimum extent necessary so that the Terms of Service and other agreements, terms and conditions will otherwise remain in full force and effect and enforceable to the maximum legal extent. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service or any other agreement referenced herein and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Service or such other agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by nationally-recognized overnight delivery service.
Last Updated: September 21, 2015
PLEASE READ THESE FISCAL SPONSORSHIP TERMS OF SERVICE (THIS "AGREEMENT" OR THE "FS TERMS OF SERVICE", WHICH FS TERMS OF SERVICE ARE INCORPORATED INTO THE TERMS OF SERVICE AND MADE A MATERIAL PART THEREOF BY REFERENCE) CAREFULLY BEFORE USING THE SERVICES OFFERED BY "indevue", INC. (""indevue"" OR THE "COMPANY"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE AND/OR SERVICE WITH RESPECT TO ANY PROJECT UTILIZING FISCAL SPONSORSHIP, WHETHER YOU ARE A PROJECT OWNER, SUPPORTER, AND/OR USER. ANY TERM USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO IT IN THE COMPANY'S TERMS OF SERVICE, WHICH CAN BE FOUND ABOVE, TO WHICH YOU ARE ALSO BOUND.
Company is a multi-faceted entity that, among other endeavors, provides funding facilitation to independent filmmakers and desires to so provide such services to filmmakers with and through fiscal sponsors; and
Company has arrangements with certain charitable, not-for-profit, and/or 501(c)(3) organizations (each a "Sponsor" or collectively, "Sponsors") that offer, provide, or intend to provide fiscal sponsorship for certain Projects that plan to or are currently pursuing funding facilitation through Company.
For the consideration provided for herein and in the Terms of Service, and other good and valuable consideration the receipt and sufficiency of which is agreed upon, you agree as follows:
Company may, at Company's sole option and in Company's sole discretion from time to time, make available certain Projects for fiscal sponsorship application with a Sponsor, which Projects shall each be subject at all times to both Company's and the applicable Sponsor's independent terms and conditions. Company understands and agrees that each Project made available to a Sponsor must complete Sponsor's fiscal sponsorship application process and be approved for fiscal sponsorship, which process shall be in such Sponsor's sole discretion pursuant to its policies, application procedures, and applicable laws, rules and regulations. Company may assist you with any such Project, whether related to Sponsor's application process, providing support for such a Project, or otherwise; provided, however, that you understand and agree to be subject at all times to the terms and conditions of this Agreement and any Sponsor guidelines, rules, and/or requirements with respect to an applicable Project. In no instance, however, will Company be required by this Agreement or otherwise to continue to work on and/or support any Project. By accepting these terms, you agree not to and will not use the Company's or Sponsor's name, brand(s), and/or intellectual property of any kind or nature except as specifically allowed by Company and/or Sponsor, and in any event will never use same in a negative, disparaging, ridiculing, mocking, or defamatory manner (regardless of the veracity or purported veracity of such use), which restriction shall extend to your owners, managers, employees, agents, and/or legal representatives.
Your agreement to the terms and conditions provided for herein shall commence upon your acceptance of same by "checking-the-box" regarding fiscal sponsorship and/or however else the Company reasonably requires your agreement to such terms/conditions, and shall continue thereafter indefinitely (the "Term"). If you do not agree to the terms and conditions provided for herein, you shall not be allowed to participate with or in any Sponsor-affiliated Project through the Company.
Sponsors have appointed Company as Sponsors' nonexclusive agent for the limited purpose of receiving contributions on behalf of certain Projects approved for fiscal sponsorship by a Sponsor. With respect to each such approved Project, Company has agreed to report to Sponsor each contribution and to provide Sponsor with such contributions in a timely manner, less only Company's fees. You understand and agree that Company's fees with respect to any Project are up to 5% of funding actually obtained through Company with respect to such Project, all pursuant to these terms and conditions and the Terms of Service.
You understand and agree that other than the limited agent role specifically provided for in Section 4 above, the relationship of the Company and a Sponsor shall be that of independent contractor and not as an employee, agent, representative (legal or otherwise) of the other for any purpose whatsoever, and neither party is or shall be liable for any benefits, taxes, or any other payments and/or obligations of the other party. This Agreement shall not be deemed to create any relationship of partnership, joint venture, or other agency between you and the Company or any Sponsor, and you agree not to and shall not make any representation to such effect. You understand and agree that Company, as a service provider to each Project, accepts certain fees in connection with each such Project.
(A) Company hereby disclaims any and all responsibility, obligation and/or liability with respect to Sponsor's fiscal sponsorship of each Project (if and as applicable), and you understand and agree that at all times during the Term, Sponsor is solely responsible for maintaining its non-profit status (including without limitation its 501(c)(3) status, if applicable); failure by Sponsor to so maintain such status shall in no event be Company's responsibility and, to the extent you contribute to or have any involvement in such failure (by your use of the Service or otherwise), you hereby release and waive any and all claims you may have against Company pertaining to same.
(B) You understand and agree that Company is a for-profit entity and does not offer fiscal sponsorship as part of its services, and if you choose to be associated with a Project that is fiscally sponsored or otherwise associated with a Sponsor, you do so with full knowledge of same and you knowingly and willingly accept any risks associated with same. Company makes no representations or warranties including without limitation with respect to the tax implications, if any, of working with or being a part of a Sponsor-affiliated Project. You hereby indemnify and hold Company harmless for and against any and all damages, liability, claims, proceedings, and/or costs/expenses incurred by you with respect to any Sponsor-affiliated Project.
(C) You acknowledge that the disclaimers and protections contained in this Section 6 are reasonable and necessary in order to protect Company's legitimate business interests, and that any violation of these provisions by you would result in damages to Company, for which you hereby agrees to and shall indemnify Company (including for related attorneys' fees and costs). This Section 6 shall survive indefinitely.
The provisions of these FS Terms of Service shall be construed in accordance with, and governed by, the laws of the internal laws of the State of California without regard to principles of conflicts of laws. You agree that any dispute concerning or pertaining to this Agreement shall be brought in the State or Federal Courts located in the County of Los Angeles, State of California.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given without effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. The headings of in this Agreement are for convenience only and shall not be used to interpret the terms of this Agreement. Your acknowledgement of these FS Terms of Service in the manner provided for by the Company shall be deemed your acceptance and approval of same. You represent and warrant that you have the requisite authority to agree to this Agreement and abide by and be bound by its terms.
No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
This Agreement is an integrated document and constitutes and contains the complete understanding and agreement of the parties with respect to the subject matter addressed herein. To the extent this Agreement is applicable to you, in the case of any conflict between any provision (or portion thereof) of these FS Terms of Service and the Terms of Service, this Agreement shall govern with respect to such provision (or portion thereof) only, and you agree to continue to be bound by all other provisions hereof and/or in the Terms of Service.
If you have any questions regarding these Terms of Service, please feel free to contact the Company contact the Company.