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TERMS AND CONDITIONS OF USE OF WEB SITE This web site, caly-film.pl (the "caly-film Site"), is operated by caly-film USA LLC ("caly-film"). caly-film is a user-generated video content agency that provides a video exchange, video hosting platform and video player. caly-film provides access to user-generated videos and other content ("Content") via the caly-film Site, via the caly-film video player application (the "caly-film Player") and otherwise, including through syndication (collectively, the "caly-film Service"), under certain terms and conditions as set forth below.
The following additional rules apply to the Forum:
You may not post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person or entity. You may not post or transmit any message, file, image or program which is indecent, obscene or pornographic. You may not post or transmit any message that would violate the rights of others, including but not limited to the unauthorized use, publication or disclosure of copyrighted materials, trade secrets or other confidential or proprietary information. You may not post anything that uses trade marks or service marks in an infringing fashion. You may not interfere with another user's use or the functionality of the Forum. You may not post or transmit any message which is abusive, inciting violence, harassing, harmful, hateful, anti-semitic, racist or threatening. You may not post or transmit any messages pertaining to charity requests, petitions for signatures, requesting donations, relating to pyramid schemes, or pertaining to the manipulation of the caly-film Service. You may not post or transmit any advertising or any other solicitation of other users of the Forum for goods or services other than the caly-film Service. You may not use the Forum to conduct or solicit the performance of any illegal activity or other activity which infringes the rights of others. You also agree that you will not harvest or collect information about users of the Forum or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications. Without limiting the generality of the foregoing, you further agree that you will not knowingly solicit or collect personal information from a child 18 years old or younger.
LINKS AND THIRD-PARTY SITES The caly-film Service may provide third-party search facilities, such as Google searches, and thereby produce third party advertisements and/or third party search results., The caly-film Services and/or Content may otherwise link to third-party sites on the Internet that are not operated or controlled by caly-film ("Third-Party Site(s)"). caly-film is not responsible for the content of Third-Party Sites. Products and services on Third-Party Sites are the sole responsibility of each individual vendor or operator of such Third-Party Site. The inclusion and/or availability of such links to Third-Party Sites does not imply endorsement of such Third-Party Sites or any content, information, material, products or services provided on such Third-Party Sites, nor does it imply any association with the operators of such Third-Party Sites. Third-Party Sites may contain information or material that some people may find inappropriate or offensive. You will need to make your own independent judgment regarding your interaction with Third-Party Sites. caly-film makes no representations or warranties whatsoever concerning;
You understand, acknowledge, and agree that where the caly-film Player is licensed for use by a third-party, such third-party may be using the caly-film Player for certain purposes or to display certain content, that is not content owned, controlled, distributed, authorized or endorsed by caly-film.
PROPRIETARY RIGHTS AND RESTRICTIONS You acknowledge and agree that all Content and materials available on the caly-film Site and/or available through the caly-film Service are protected by one or more of intellectual property rights: copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights, and that t their use is restricted by the terms of this Agreement and applicable statutory and common laws.
caly-film, caly-film.pl, the caly-film Player, and caly-film product and service names are trademarks and/or service marks of caly-film USA LLC (the "caly-film Marks") and are owned exclusively by caly-film. You will not display or use the caly-film Marks, in any manner that would constitute infringement of caly-film's rights, without caly-film's prior permission.
GENERAL caly-film PLAYER LICENSE TERMS Use of the caly-film Player is subject to any applicable license agreements for use of the caly-film Player.
Subject to any applicable license agreements which replace and/or supersede these general license terms with respect to the use of the caly-film Player, the following terms and conditions apply to use of the caly-film Player.
GRANT OF LICENSE caly-film hereby grants you a non-exclusive license to use the caly-film Player subject to the following terms:
use the caly-film Player on any single computer; use the caly-film Player on a second computer so long as the first and second computers are not used simultaneously; and copy the caly-film Player for back-up and archival purposes provided any copy must contain all of the original caly-film Player's proprietary notices. You may not:
permit other individuals to use the caly-film Player on your computer(s) except under the terms listed above; modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the caly-film Player or caly-film Player documentation ("Documentation"); copy the caly-film Player or Documentation (except for back-up purposes); resell, rent, lease, transfer, or otherwise transfer rights to the caly-film Player or Documentation; or remove any proprietary notices or labels on the caly-film Player or Documentation. This license does not grant you any right to any enhancement or update, and any right to grant sublicences, to the caly-film Player.
Title, ownership rights, and intellectual property rights in and to the caly-film Player and Documentation shall remain with caly-film. The caly-film Player is protected by the copyright laws of Canada, the United States and internationally by copyright treaty. Title, ownership rights and intellectual property rights in and to the Content accessed through the caly-film Player including any Content contained in the caly-film Player media demonstration files is the property of the applicable content owner and is protected by applicable copyright or other law. This license gives you no rights to publish, disseminate or otherwise use such Content.
DISCLAIMER OF WARRANTY THE caly-film PLAYER AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, caly-film FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE caly-film PLAYER AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL caly-film OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF caly-film HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
caly-film CONTENT POLICIES caly-film enables creators of Content to submit Content to the caly-film Service in accordance with the Agency Options set forth below. Under no circumstances shall the following be submitted to the caly-film Service:
Content or material which was created by a person other than you, or subject to copyright by a person other than you, without that person's express written authorization; Content or material which includes, in whole or in part, audio, video, text, or images that are subject to copyright by another person unless such inclusion is subject to applicable laws concerning fair use or is otherwise expressly authorized by the copyright holder; Content or material that is subject to any third-party contractual provisions or limitations, including but not limited to license restrictions; Content or material which displays the trademarks of another person without that person's authorization, subject to applicable laws concerning fair use; Content or material that is pornographic, obscene, or of an adult or sexual nature; Content or material that is grossly offensive to the online community, including but not limited to, racism, anti-semitism and hatred; Content or material that; Promotes, supports, or incites violence or unlawful acts; Promotes, supports or incites individuals and/or groups which engage in violence or unlawful acts, including but not limited to Antifa groups and persons affiliated with Antifa, the KKK and white supremacist groups and or persons affiliated with these groups; and/or Promotes or supports entities and/or persons designated by either the Canadian or United States government as terrorists or terrorist organizations. Content or material that exploits children under the age of 18 or posts or discloses any personally identifying information about any person at any age, including but not limited to personally identifying information about children under the age of 18; Content or material promoting or providing instructional information about illegal activities, promoting harm or injury to any group, individual or cruelty to animals including, but not limited to: Disseminating personal information about another individual for malevolent purposes, including libel, slander, "doxxing", defamation or violation of an individual's right to privacy. Content or material that infringes or encroaches on the rights of others, including, but not limited to, infringement of privacy, publicity rights, and harm to reputation; Any Content or material that contains links to another website where any of the above-described prohibited Content or material is accessible. Any other Content or material that caly-film in its sole, unfettered, and arbitrary discretion, determines is undesirable on the caly-film Service. caly-film has the sole discretion to decide whether Content or material is permitted on the caly-film Service and any materials submitted to the caly-film Service may be, but is not necessarily, examined by caly-film before it is made available on the caly-film Service. You acknowledge that caly-film has the absolute right (but not the obligation) to prohibit, refuse, delete, move and edit Content and material for any reason, in any manner, at any time, without notice to you.
You should also know that in visiting the caly-film Site or viewing Content via the caly-film Player or otherwise, you may be exposed to materials which you consider to be offensive or inappropriate and you assume the risk and sole responsibility for your exposure to any such Content or material.
COMPLAINT PROCEDURE We take seriously any complaints received from viewers of caly-film Content and attempt to respond to every complaint. If you have a complaint regarding the Content, materials available through the caly-film Service, inappropriate behavior or postings by other users in the Forum, or otherwise, you may submit your complaint to caly-film by emailing our customer service representatives at [email protected]. Please use the word "Complaint" in the subject line, and include the following information in your email:
your name, email address and, if you are a registered user, your user ID; the basis of your complaint (provide as much detail as possible); if your complaint concerns the activities of other users/visitors on the Forum identify the specific type of inappropriate or offensive behavior engaged in and, insofar as possible, the identity of the offending person. If your complaint concerns particular Content please provide the reason for your Complaint and the title and/or location of any video; and the date(s) on which you observed the objectionable activities or behaviour or the date on which you viewed the Content which is the subject of your complaint; A customer service representative will endeavour to respond to your email and if, in caly-film's determination, your complaint is a valid one, caly-film will take appropriate actions in its sole discretion, and has no responsibility to at any time report to you as to the status or outcome of its investigation or any actions caly-film has taken as a result.
AGENCY AGREEMENT If you are a creator of Content submitted to the caly-film Service through your caly-film account, the relationship between you and caly-film is one of principal and agent ("Agency") and is subject to the terms and conditions set out herein which specifically govern this relationship (the "Agency Agreement").
Appointment of Agent. You, as the principal (the "Principal" or "you"), may submit video Content to be published and managed by caly-film as your agent ("Agent") for the purposes of same. By submitting Content to caly-film and by caly-film accepting such Content on the caly-film Service pursuant to either Agency Option "A" or Agency Option "B", as defined below, you are appointing and do hereby appoint caly-film as your exclusive, worldwide, perpetual Agent for such Content, and grant caly-film the exclusive right to distribute, display, reproduce, license, rent, sell, monetize, and otherwise exploit the Content in any medium, on any kind of display device, worldwide, for the duration of the "Term of Agency" as defined below (the "Agency Rights"). As discussed in more detail below, the Agency Rights will also include caly-film's right to bring suit in its own name as plaintiff for infringement or other inappropriate or illegal use of the Content and to seek in such suit all damages or other relief available under law and equity to which you and/or caly-film are entitled. By appointing caly-film as your Agent and granting caly-film the Agency Rights, you agree that you shall not distribute, display, reproduce, license, rent, sell, monetize, and otherwise exploit the Content in any medium, on any kind of display device, worldwide, for the duration of the Agency Term, as defined below. The Agency Term means a 50 (fifty) year period commencing as of the date you enter into this Agreement. The Agency Term shall automatically renew for additional consecutive renewal terms of 50 (fifty) years each, unless either party gives written notice of its intent not to renew the Agency Term, ninety (90) days prior to the expiration of the then expiring Agency Term.
There are four (4) types of "Agency Option(s)" offered and governed by this Agreement, as described below, namely, Agency Option "A", Agency Option "B", Agency Option "C", and Agency Option "D". You must select a single Agency Option during the Content submission process, and that selected Option cannot thereafter be changed without caly-film express written permission. If you select any of Options "A" or "B," you cannot remove the video from the caly-film Player for the duration of our Agency agreement.
Video Management Option (Option "A") You will receive all Net Earnings, less an Agency Fee equal to 40%, collected in relation to your Content.
Video Management (Excluding YouTube) Option ("Option B") You will receive all Net Earnings, less an Agency Fee equal to 40%, collected in relation to your Content. caly-film shall not publish your Content to YouTube.com and publication of your Content shall be limited to all media and channels except YouTube.com which is specifically excluded.
caly-film Only Option (Option "C") caly-film will publish your Content through the caly-film Player and will act as your Agent only in respect of publication via this channel. All other media and channels are specifically excluded from caly-film's Agency.
You will receive all Net Earnings collected in relation to publication of your Content on the caly-film Player less an Agency Fee equal to 40%. If you select this Option, and notwithstanding any provision in this Agreement to the contrary, you shall be entitled to remove Content from the caly-film Player at any time.
Personal Use Option (Option "D") caly-film shall only publish your Content on caly-film's Video Player or caly-film-owned websites.
caly-film shall not monetize your Content. No Net Earnings will be payable to you and no Agency Fees shall be charged. If you select this Option, and notwithstanding any provision in this Agreement to the contrary, you shall be entitled to remove Content from the caly-film Player at any time.
PUBLISHING AND DISTRIBUTION OF CONTENT VIA THE caly-film SERVICE caly-film may, but is not obliged to, have your Content published and displayed through various media channels and in various formats via the caly-film Service, in its sole commercial discretion based upon the Agency Option which you select. caly-film reserves the right to decline or reject any Content submitted to the caly-film Service.
INTELLECTUAL PROPERTY You affirm, represent, and warrant that you have the legal right to submit the Content to the caly-film Service, that you have all necessary right and authority to appoint caly-film as your Agent in accordance with the selected Agency Option as described herein, and that you are legally entitled to enter into the Agency Agreement.
You further represent and warrant that any Content submitted does not contain third party copyrighted material, or material that is subject to other third party proprietary, intellectual property or contractual rights or interests, unless you have express written permission from the rights holder of the Content to enter into this Agreement. In the event you claim to have been granted such rights from a third party, you agree to furnish evidence of same in writing forthwith upon request by caly-film. You are required to obtain such written permission before submitting such Content to the caly-film Service. Such written permission must not be limited in any way, shall be exclusive, and shall remain in effect for the duration of this Agreement.
Any infringement or other violation of a third party's rights with respect to the Content submitted by you to the caly-film Service and which has been identified as such by caly-film or by a third party, may immediately and without notice to you result in the removal of such Content. It is caly-film's strict polity to comply with all applicable intellectual property laws and regulations of which it is aware. You hereby agree to defend, indemnify and hold harmless caly-film, its agents, employees, contractors, directors, officers, and shareholders, as to any allegations, demands, claims, investigations or disputes arising from your submission of Content to caly-film and/or monetization of your Content, insofar as it relates to any infringement or violation of the intellectual property rights, proprietary rights, contractual rights, or other rights of a third party.
You acknowledge and agree that except for the Assignment Option discussed below, this Agency Agreement does not assign ownership of any copyright for or in the Content to caly-film, and that all payments made to you pursuant to this Agreement are amounts earned by you from the monetization of your Content, less expenses and caly-film's Agency Fees (as defined below) and are not royalties or license fees. If you receive payments from caly-film as the person authorized by the creator or rightsholder to retain caly-film as Agent, you indemnify and hold harmless caly-film from and against any claim by the creator or rightsholder in respect of your receipt of such payments and in respect of caly-film's Agency.
Monetization and Rights Applicable Under Option "A" and "B" In the case where you have chosen either Option "A" or Option "B", in order to monetize your Content, caly-film may in its sole unfettered commercial discretion, on your behalf, grant, sell and enter into License(s) (as defined below) to the Content with you being the Licensor, subject to caly-film being your attorney in fact for effecting such License(s) with the Licensee, as defined below, and you further authorize such Licensee to use such licensed Content in any media for any purpose including but not limited to use in advertising, promotion, marketing and packaging for any product or service, worldwide. For the purposes of this paragraph, a "License" means any contractual arrangement arranged between caly-film as your sole and exclusive Agent, and a third party (a "Licensee") in respect of the Licensee's use of your Content. In the event that caly-film desires, in its sole discretion, to enter into a Licence for your Content only, and/or to include Content from other creators with your Content in a single License, you hereby authorize and grant to caly-film the actual authority, permission and right: i) to do so; ii) to do so without seeking your further consent and without providing notice to you; and iii) to do so in its own name. In that event caly-film, acting as your Agent, will be listed as the sole nominative "licensor" in that License. You (and any other creator whose Content is included in the License) will each be an Undisclosed Principal in that License. It is further understood and agreed that you (and any other Content creator whose Content is included in the License) are each the real party-in-interest Licensor, and to the extent any compensation or other consideration is paid by the licensee, it will not be deemed licensee fees or royalties to caly-film. You also hereby grant to caly-film the actual authority, permission and right at its discretion to disclose or not to disclose your name as a real-party-in-interest Licensor. You also hereby grant to caly-film the actual authority, permission and right to prosecute in its own name any claims against the other party to the License or to defend claims asserted by the other party to the License ("Litigation") without seeking further consent from you or providing notice to you. caly-film will control all aspects of the Litigation, will be responsible for all costs and attorneys' fees, and will be entitled to seek, recover and retain any damages or other compensation, consideration, or other relief or recovery from the other party to the License in the Litigation, without providing any notice or accounting to you. caly-film will defend and indemnify you with respect to any claims made against you by the other party to any License entered into by caly-film in which you are an Undisclosed Principal as to any asserted breach by you of the License unless you are alleged to have committed the act or acts that are alleged to constitute the breach. In that instance, caly-film reserves the right to demand that you defend and indemnify it as to such claims, which you hereby agree to do.
In the case where you have chosen either Option "A" or Option "B", by submitting Content to caly-film, you are irrevocably agreeing to appoint caly-film as your sole, worldwide, exclusive and perpetual Agent with respect to the Content and all rights pertaining thereto, including without limitation, all rights enumerated in United States Code, Title 17, § 106 , and you herein authorize and grant caly-film the exclusive authority to make all decisions and take all actions caly-film deems reasonably appropriate with respect to the management, commercial and non-commercial monetization of the Content under the terms of this Agreement.
You specifically authorize caly-film as your Agent to combine the Content with other images, text, graphics, file, audio, audio-visual works; and alter, modify and crop the Content at caly-film's sole discretion, and hereby waive any reservation of moral rights in and to the Content.
In the case where you have chosen either Option "A" or Option "B", as your Agent in respect of the Content, caly-film may choose in its exclusive and absolute unfettered and/or arbitrary commercial discretion, to , register copyrights in any jurisdiction or jurisdictions worldwide on your behalf, with you (or the party which has expressly provided you with authorization to enter this Agreement and is the rightsholder) listed as the copyright claimant, author, or similar, and to record caly-film as your sole and exclusive Agent therein for the purposes of administering all rights and permissions thereto. caly-film shall not be liable to you or any third party for any delay or defect in it attempt to register the copyright in any Content, or if caly-film does not attempt to register such Copyright.
In the case where you have chosen either Option "A" or Option "B", as your Agent in respect of the Content, caly-film may choose in its exclusive and absolute unfettered and/or arbitrary commercial discretion to pursue any legal remedies available in order to, as your Agent, assert or enforce your (or if you are entering into this Agreement under authority of a third party rights holder, that third party's) copyright or other intellectual property rights in and to the Content, including but not limited to making a claim or commencing legal proceedings with respect to all payments owing to you by third parties with respect to infringement of the Content, and you agree to fully cooperate in same (or if you are entering into this Agreement under authority of a third party rights holder, you agree to procure the cooperation of such third party). Notwithstanding the foregoing, you acknowledge and agree that caly-film shall at no time and in no manner be obliged to make any efforts as your Agent pursuant to this provision. You hereby appoint caly-film as your (or if you are entering into this Agreement under authority of a third-party rights holder, that third-party's) attorney in fact for executing any instrument or document or taking any step in furtherance of the rights granted herein.
Where caly-film as Agent takes steps to enforce the copyright in your Content or breach of a license agreement on your behalf as Principal, or where the law allows caly-film (as an agent having a pecuniary interest in the subject matter and outcome of the suit) to file suit in its own name as your agent), or whether directly by way of the Assignment Option, as defined below, or otherwise, caly-film shall have sole control and decision-making power over any demand, claim, proceeding or settlement. If required by applicable law that you be a named plaintiff in any such enforcement action relating to your Content, you hereby so consent to be so named. In that instance, caly-film will continue to have sole control of the action as described above, will continue to pay all fees and costs incurred in that action, and you agree to cooperate with caly-film with respect to such action.
It is understood and agreed that any C-Suite officer (CEO, COO, CTO, CFO) of caly-film may execute documents pursuant to, and exercise for caly-film, any power of attorney you have granted to caly-film herein.
Recovery Through Copyright Enforcement You, or if you are entering into this Agreement under authority of a third party rightsholder, that third party, shall not issue any demand, or commence any claim or proceedings to enforce any rights in any Content submitted to caly-film under Agency Option "A" or Agency Option "B", except with caly-film's express authorization which may be denied in the event that caly-film elects to assume carriage and control of such enforcement measures, and in such event caly-film shall indemnify and hold you (or the applicable third party rightsholder) harmless from and against any damages, legal fees and costs, directly attributable to such enforcement measures. If, however, caly-film authorizes you to take enforcement action, then you will be solely responsible for all fees, costs, damages or other expenses in that action.
Recovery by caly-film as Agent In the event that any claim or demand is made by caly-film or if legal proceedings are commenced by caly-film on your behalf and in your name as your Agent (as opposed to caly-film being the copyright owner pursuant to the Assignment Option as set out below) and such claim, demand, or proceeding results in a payment from a third party to caly-film, caly-film shall be entitled to deduct from such proceeds: a) all associated legal fees and expenses incurred or payable by caly-film; and b) if the payment amount exceeds the subsection (a) amount by at least USD $1,000.00, a management and enforcement fee equal to the remainder of the proceeds less the sum of USD $1,000.00, meaning that the maximum that you can receive in such event is USD $1,000.00.
caly-film'S OPTION TO ACQUIRE CONTENT COPYRIGHT VIA ASSIGNMENT UNDER OPTION "A" OR OPTION "B" Notwithstanding any provision in this Agreement to the contrary, in the case where you have chosen either Option "A" or Option "B" only, if caly-film determines that it requires your copyright to be assigned to caly-film along with all related claims and causes of action (collectively, "Copyrights"), so as to enable caly-film to have standing to enforce the Copyrights against a third party, then caly-film shall have the option at any time, in consideration of the Copyright Assignment Fee (as defined below) to cause and consummate such assignment of Copyrights to caly-film, and this Agreement shall be your written instrument effecting same (the "Assignment Option"). Alternatively, if you are entering into this Agreement under authority of a third party rightsholder as may be permitted herein, you represent and warrant that you have authority herein to agree to same on behalf of such third-party rights holder.
If you have chosen either Option "A" or Option "B" only, you hereby appoint caly-film as your Attorney in Fact as to any such Assignment, and grant to caly-film the actual authority, right and permission, as your Attorney in Fact, the execute a separate Assignment document in the following form:
"For Value Received, the sufficiency of which is acknowledged, [your name], an individual residing in the state of [your state of residence] ("Assignor") hereby assigns all copyright in [description of the Content being assigned] (the "Content") to caly-film, Inc. ("Assignee"). Assignor represents and warrants that a copyright exists in the Content, that Assignor owns all right, title and interest in and to that copyright, that the copyright has not been previously assigned or licensed, that Assignor has the right to assign the copyright in the Content to Assignee, that there is no dispute or potential dispute of which Assignor is aware regarding the copyright in the Content or Assignor's ownership thereof and right to assign to Assignor; and that Assignee may hereafter register the copyright in Assignee's name. This Assignment includes assigning to Assignee the sole right to seek, recover and retain any and all damages (and related forms of recovery and relief) for past, present and future infringement of the assigned copyright, without notice or accounting to Assignor.
By: _________________________________ Name: ___________________________ Title: caly-film ___________________ Attorney in Fact for [your name].
In the case where you have chosen either Option "A" or Option "B", and if caly-film so requests, you shall cooperate in executing any additional instruments or assignments of Copyrights (and related claims) reasonably required to give effect to the assignment, transfer and enforcement of the Copyrights in the Content (or if you are entering into this Agreement under authority of a third party rights holder, you agree to procure the cooperation of such third party). In the case where you have chosen either Option "A" or Option "B", you hereby appoint caly-film as your (or if you are entering into this Agreement under authority of a third party rights holder, that third party's) attorney in fact for executing on your or their behalf any instrument or assignment reasonably required to give effect to this provision and to effect the assignment and transfer of Copyrights.
The Copyright Assignment Fee payable by caly-film to you shall the combination of;
the maximum publicly available licensing fee for your Content as displayed in the caly-film catalogue, to a maximum of USD $500; and an additional USD $500.00 in consideration of the assignment. Upon assignment of Copyright in accordance with these provisions, all right, title, interest, and goodwill, together with the right to pursue and collect damages for all past, present, and future claims and causes of action in relation to enforcing intellectual property rights in and to the Content, including but not limited to caly-film's exclusive right to seek, recover and retain all past, present and future damages, attorneys' fees, enhanced or punitive damages, license fees, and/or royalties related to the Content, shall be transferred to caly-film.
COLLECTION OF EARNINGS As Agent, caly-film is authorized to collect any applicable earnings derived from the publication, licensing, display and/or other use (collectively, the "Use") of your Content on your behalf pursuant to this Agreement, and to remit to you on a monthly basis the Net Earnings less Agency fees ("Agency Fees"). The term "Net Earnings" is defined below and the calculation of the amounts of Net Earnings are determined by the Option you select below (see description of Agency Options above).
As used herein, "Net Earnings" means the aggregate cash amounts actually collected on your behalf by caly-film as a result of the Use of your Content pursuant to this Agreement, less any amounts due to a caly-film Publisher / Syndication Partner, hosting costs, taxes, defensive litigation costs, exchange rates, and any other direct costs. The calculation of "Net Earnings" will be performed in accordance with caly-film's standard accounting practices.
All payments to you of Net Earnings less Agency Fees will normally be remitted to your caly-film account thirty (30) days after caly-film receives payment on your behalf from third parties for the Use of your Content.
If an upfront payment amount is provided for under this Agreement, the entire amount indicated will be issued to your caly-film account. Your future Net Earnings, less Agency Fees, will be applied against this upfront payment until the upfront payment amount is fully utilized.
The first month for which payment is to be made shall: (a) begin on the first day of the month following the month of execution of this Agreement; and (b) include the portion of the month of execution following the Effective Date (unless this Agreement was executed on the first day of a month, in which case the month shall be deemed to begin on the first day of such month).
Under certain circumstances, third parties may make payments to caly-film that do not associate earnings with the Use of specific Content. In this event, caly-film will make commercially reasonable efforts to identify the earnings due to you for the Use of your Content. If, after 24 months from the date of payment by a third party, caly-film has not been able to identify earnings to the Use of specific Content, caly-film reserves the right to retain all such payments.
EARNING PAYMENT REDUCTIONS / SET-OFFS Payments are subject to being reduced to offset bad debts, refunds and other charge-backs relating to Use of your Content within sixty (60) days of the payment to which the bad debt, chargeback or fund relates.
LIABILITY caly-film does not in any way endorse any Content submitted, including any opinion, recommendation, claims, advice or position expressed therein, and caly-film expressly disclaims all liability in connection with the Content and its publication. For the purposes of the Digital Millennium Copyright Act or similar legislation or regulations, all Content is considered user-generated content and caly-film's capacity as Agent is not Content owned by caly-film (unless expressly assigned to caly-film under the terms of this Agreement) or uploaded by caly-film.
In order to submit Content to caly-film you acknowledge that you are solely responsible for what is submitted and indemnify and hold caly-film harmless from any and all claims arising from a breach of your representations, warranties, and covenants as set out in this Agreement, and also indemnify and hold caly-film harmless from and against all third party claims with respect to the Content and acting as Agent in respect of the Content.
caly-film PUBLISHER ACCOUNT If your account qualifies for a caly-film Publisher account, any activity on the caly-film Player using the Monetized Embed Code will apply to your account as follows: as used herein, "Net Advertising Revenues" means aggregate amounts collected by caly-film arising from the license or sale of the pre-roll, mid-roll, post roll or overlay advertisements included within the caly-film Player less any amounts due for hosting, taxes, litigation costs, exchange rates, and any other direct costs. caly-film shall retain all amounts derived from all other advertisements, promotions, links, pointers and similar services or rights. caly-film Publisher is entitled to the Net Advertising Revenue less an Agency fee equal to 50% payable to caly-film, within thirty (30) days following the end of each month whenever a caly-film Publisher uses the caly-film Monetized Embed Code. Analytics will be directly reported into the Publisher Dashboard within your caly-film account.
PROCEDURE FOR REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT To file a copyright infringement notification with us relating to Content on the caly-film Player, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. To expedite our ability to process your request, such written notice should be sent to our designated agent as follows:
Email: [email protected] If there are many videos to be removed, or you expect to have an ongoing need to remove potentially infringing content from caly-film, we suggest that you email us at [email protected] with the subject as "ONGOING DMCA" where we increase the speed at which we are able to remove any infringing content on caly-film and also offer industry-leading content identification tools and personal management for your requests.
Please note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. Don't make false claims!
Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.
Claimant information will be published on the caly-film site at anytime.
COUNTER NOTIFICATION If you believe that material you posted has been removed in error, you should send to our Copyright Agent, using the contact information listed above, a counter notice that includes the following:
Your physical or electronic signature. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of, at caly-film's discretion, in the Ontario Superior Court of Justice at United States Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in the United States and that you will accept service of process by mail from the person who provided notification of copyright infringement, or an agent of such person. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
PROCEDURE FOR REPORTING VIOLATIONS OF RIGHTS OF PRIVACY OR PUBLICITY If you believe that your privacy rights or publicity rights have been violated by information or material that is accessible on the caly-film site, you may notify caly-film.pl. Please email [email protected] so we can investigate the matter further.
DISCLAIMER OF WARRANTIES ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. caly-film, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. ANY MATERIAL VIEWED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DONE SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING WITHOUT LIMITATION PERSONAL INJURY OR DISTRESS, DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA, THAT RESULTS FROM THE VIEWING OR DOWNLOAD OF ANY SUCH MATERIAL. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES SHALL caly-film, ITS SUBSIDIARIES, MEMBERS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF caly-film.pl HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, caly-film'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
INDEMNIFICATION You agree to indemnify and hold caly-film, and its parent, subsidiaries and affiliates and their respective officers, directors, agents, co-branders and other partners, contractors, and employees, harmless from and against any and all claims, expenses, and demands, including attorneys' fees, made by any third party due to, arising out of, or asserted in connection with your use or misuse of this Site, including claims relating to content you submit, post to or transmit through this site, and your connection to and use of this Site. caly-film reserves the right to have control of any defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with caly-film in asserting any available defenses.
caly-film has a zero tolerance for any violation of Content Policies and/or Conduct outlined in these Terms, especially, but not limited to copyright infringement. If a user is found in violation, the account may be suspended and/or terminated. The determination of suspension or termination is at the sole discretion of caly-film.
You acknowledge and agree that caly-film shall not be liable to you or any third party for any termination or suspension of your access to the caly-film Services.
CONSIDERATION AND AGREEMENT You agree:
that there is legally sufficient consideration for this Agreement and for the rights granted and obligations undertaken by the parties herein; that this Agreement is a legally binding contract between you and caly-film; that you are entering into this Agreement knowingly and willingly, and that your submission of this Agency Agreement to caly-film electronically constitutes your electronic agreement, such that this Agency Agreement becomes binding upon submission.