TERMS AND CONDITIONS

TERMS AND CONDITIONS (RIGHTS HOLDER)

 

By applying to register with Cinemarket as a rights holder, you enter into a binding legal agreement with Cinemarket UG (haftungsbeschränkt), Berlin, Germany (“Cinemarket”) (you and Cinemarket each a “Party” and collectively referred to as “Parties”), subject to the following terms (“Agreement”):

 

  1. Cinemarket Platform

Cinemarket operates the Cinemarket platform, a curated online market place for licensing cinematographic works (“Pictures”). The platform is accessible to registered users only. Registrations may be granted to users

 

  • holding exclusive rights in a Picture as a producer or otherwise (“Rights Holders”); or

 

  • professionally engaged in the business of distributing Pictures (“Distributors”); or

 

  • professionally engaged in the business of exhibiting Pictures or of otherwise making Pictures directly available to a public audience (“Exhibitors”).

 

  1. Registration

 

Cinemarket will review your application and notify you whether or not your registration is accepted. Cinemarket reserves the right to request reasonable proof as may be required from time to time to verify your identity and compliance with the registration requirements. The decision whether or not to accept your registration is at Cinemarket’s sole discretion. In case your registration is not accepted, this Agreement shall be deemed terminated.

 

  1. Uploading Materials

 

Once you are registered, Cinemarket will grant you access to the Cinemarket platform as a Rights Holder. As such, you will be able to submit Pictures and supporting materials such as trailers, stills, posters, cast and crew information, synopses etc. (the Pictures and supporting materials hereinafter collectively referred to as the “Materials”) to Cinemarket for upload onto the Cinemarket platform.

 

Cinemarket will review the Materials in each case and notify you whether or not the Materials are accepted. The decision whether or not to accept Materials is at Cinemarket’s sole discretion.

 

By submitting Materials, you grant Cinemarket the right to present the Materials on the Cinemarket platform and to make the Materials available to registered Distributors and registered Exhibitors. Cinemarket will not grant the public direct access to the Materials without your explicit prior consent.

 

The Cinemarket platform enables you to define territories and types of use for which you intend to license the Materials to Distributors and/or Exhibitors, and to specify any prior non-exclusive licenses that you may have granted to third parties with respect to the Materials for (fully or partly) the same territories and types of use (“Parameters”).

 

You may change the Parameters at any time after uploading, and you agree to keep the Parameters up to date at all times your Materials are presented on the Cinemarket Platform.

 

Submitting Materials does not oblige you to enter into any specific license agreement with any third party, including with Distributors and Exhibitors.

 

By submitting Materials, you assume a strict warranty (regardless of fault) vis-à-vis Cinemarket that you hold all rights required to upload the Materials onto the Cinemarket platform, and that any use of the Materials in accordance with this Agreement does not infringe any third party rights, including but not limited to copyrights, trademarks, and personal rights.

 

  1. No Exclusivity

 

Your registration with Cinemarket is non-exclusive. Uploading Materials onto the Cinemarket platform does not limit your right to offer and/or license any uploaded Materials independently or through third party intermediaries.

 

  1. Offers

 

Cinemarket will enable registered Distributors and/or registered Exhibitors to submit to you specific offers to license your uploaded Materials through the Cinemarket platform. For the avoidance of doubt, no licensing agreement comes into existence without your acceptance of such offer, and the decision whether or not to accept any such offer is at your sole discretion.

 

Cinemarket may provide templates for standard distribution agreements and/or other licensing agreements (“Templates”), and you may contact Cinemarket for general guidance in relation to any negotiations regarding any received offer. Please note that Cinemarket does not provide specific legal advice.

 

  1. Licensing Agreement

 

Anytime a binding agreement between you and a Distributor and/or Exhibitor comes into existence in relation to any Materials for which the Distributor and/or Exhibitor has submitted an offer through the Cinemarket platform (such binding agreement hereinafter referred to as “Licensing Agreement”), you agree to submit a complete copy of the License Agreement to Cinemarket no later than 3 days after signing.

 

  1. Payments

 

All royalty payments and other payments under any Licensing Agreements must be exclusively made and you shall not accept from any other party under the Licensing Agreements any payments other than through the Cinemarket offered payment tool.

 

For the avoidance of doubt, Cinemarket does not become a party to the Licensing Agreement. Cinemarket does not assume any liability for payments or other deliverables owed by the Distributor and/or Exhibitor under the Licensing Agreement.

 

  1. Fees

 

In consideration of its services, Cinemarket will charge you the following fees:

 

  • A monthly membership fee at the amount devised on the Cinemarket website (“Membership Fee”). The Membership Fee is payable in advance for each month of your membership starting with acceptance of your registration;

 

  • Transaction based fees at the percentage devised on the Cinemarket website applying to all payments received by you under the Licensing Agreements (“Transaction Based Fees”). You hereby irrevocably entitle Cinemarket to deduct the Transaction Based Fee from the payments received by you through the Cinemarket offered payment tool.

 

  1. Takedown and Termination

 

You are free to take down any Materials uploaded by you from the Cinemarket platform at any time without notice. Takedown of individual Materials does not affect your membership. Cinemarket reserves the right to take down individual Materials for cause.

 

Both you and Cinemarket may terminate your membership at any time. The effective date of termination will be the end of the month of your membership during which the notice of termination has been served. Upon the effective date, all remaining Materials uploaded by you onto the Cinemarket platform will be removed.

 

Takedown of Materials and/or termination of your membership do not affect the mutual rights and obligations in relation to payments under the License Agreements (if concluded before the takedown or the effective date of termination) and the Transaction Based Fees as stipulated herein.

 

  1. Independent Contractors

 

Cinemarket and you are independent contractors. Nothing in this Agreement shall be construed as constituting you an employee, worker, agent, joint venturer, shareholder or other equity owner of Cinemarket.

 

  1. Limitation of Liability

 

Cinemarket shall not be liable to you for any damages arising out of or in connection with this Agreement except in the case of intentional damage, gross negligence, culpable breach of a material contractual duty, injury to life, health or bodily injury or liability under the product liability law.

 

  1. Applicable Law and Jurisdiction

 

This Agreement shall be exclusively governed by the laws of Germany, without regard to conflict of laws rules that would otherwise apply. To the extent permissible by law, the Parties hereby submit to the exclusive jurisdiction of the courts of the place of business of Cinemarket.

 

  1. Severability

 

The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions. Any invalid and/or unenforceable provision shall be replaced by a valid and enforceable provision that, from its economic effect, approximates the invalid and/or unenforceable provision as closely as possible. The same shall be true in case of omissions.

 

  1. Variations

 

No variation of this Agreement, including any variation of this clause, shall be effective unless agreed in writing by you and Cinemarket.

 

 

TERMS AND CONDITIONS (DISTRIBUTOR)

 

By applying to register with Cinemarket as a distributor, you enter into a binding legal agreement with Cinemarket UG (haftungsbeschränkt), Berlin, Germany (“Cinemarket”) (you and Cinemarket each a “Party” and collectively referred to as “Parties”), subject to the following terms (“Agreement”):

 

  1. Cinemarket Platform

 

Cinemarket operates the Cinemarket platform, a curated online market place for licensing cinematographic works (“Pictures”). The platform is accessible to registered users only. Registrations may be granted to users

 

  • holding exclusive rights in a Picture as a producer or otherwise (“Rights Holders”); or

 

  • professionally engaged in the business of distributing Pictures (“Distributors”); or

 

  • professionally engaged in the business of exhibiting Pictures or of otherwise making Pictures directly available to a public audience (“Exhibitors”).

 

  1. Registration

 

Cinemarket will review your application and notify you whether or not your registration is accepted. Cinemarket reserves the right to request reasonable proof as may be required from time to time to verify your identity and compliance with the registration requirements. The decision whether or not to accept your registration is at Cinemarket’s sole discretion. In case your registration is not accepted, this Agreement shall be deemed terminated.

 

  1. Browsing Materials

 

Once you are registered, Cinemarket will grant you access to the Cinemarket platform as a Distributor. As such, you will be able to browse Pictures and supporting materials such as trailers, stills, posters, cast and crew information, synopses etc. uploaded by Rights Holders onto the Cinemarket platform (the Pictures and supporting materials hereinafter collectively referred to as the “Materials”).

 

  1. Offers

 

As a registered Distributor, Cinemarket will enable you to submit specific offers to license Materials through the Cinemarket platform. For the avoidance of doubt, no licensing agreement comes into existence without the Rights Holder’s acceptance of your offer, and the decision whether or not to accept any such offer is at the Rights Holder’s sole discretion.

 

Cinemarket may provide templates for standard distribution agreements and/or other licensing agreements (“Templates”), and you may contact Cinemarket for general guidance in relation to any negotiations regarding any received offer. Please note that Cinemarket does not provide specific legal advice.

 

  1. Licensing Agreement

 

Anytime a binding agreement between you and a Rights Holder comes into existence in relation to any Materials for which you have submitted an offer through the Cinemarket platform (such binding agreement hereinafter referred to as “Licensing Agreement”), you agree to submit a complete copy of the License Agreement to Cinemarket no later than 3 days after signing.

 

  1. Payments

 

All royalty payments and other payments under any Licensing Agreements must be exclusively made through the Cinemarket offered payment tool.

 

For the avoidance of doubt, Cinemarket does not become a party to the Licensing Agreement. Cinemarket does not assume any liability for any deliverables owed by the Rights Holder under the Licensing Agreement.

 

  1. No Circumvention

 

You hereby undertake not to circumvent Cinemarket with respect to any Materials available on the Cinemarket platform. In particular, without limitation, you undertake not to negotiate with and/or submit any offers to Rights Holders with respect to such Materials other than through the Cinemarket platform.

 

  1. Fees

 

Cinemarket charges fees to Rights Holders only.

 

  1. Termination

 

Both you and Cinemarket may terminate your membership at any time. In case of termination by you, the obligation not to circumvent Cinemarket as stipulated in Clause 7 shall continue to apply for 3 months from the effective date of termination, however the obligation shall be limited to Materials available on the Cinemarket platform at the effective date of termination.

 

  1. Independent Contractors

 

Cinemarket and you are independent contractors. Nothing in this Agreement shall be construed as constituting you an employee, worker, agent, joint venturer, shareholder or other equity owner of Cinemarket.

 

  1. Limitation of Liability

 

Cinemarket shall not be liable to you for any damages arising out of or in connection with this Agreement except in the case of intentional damage, gross negligence, culpable breach of a material contractual duty, injury to life, health or bodily injury or liability under the product liability law.

 

  1. Applicable Law and Jurisdiction

 

This Agreement shall be exclusively governed by the laws of Germany, without regard to conflict of laws rules that would otherwise apply. To the extent permissible by law, the Parties hereby submit to the exclusive jurisdiction of the courts of the place of business of Cinemarket.

 

  1. Severability

 

The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions. Any invalid and/or unenforceable provision shall be replaced by a valid and enforceable provision that, from its economic effect, approximates the invalid and/or unenforceable provision as closely as possible. The same shall be true in case of omissions.

 

  1. Variations

 

No variation of this Agreement, including any variation of this clause, shall be effective unless agreed in writing by you and Cinemarket.