Last Updated: 22nd July 2016
Digital Film Cloud Network (“DFCN,” “we,” “us,” or “our”) welcomes you. This DFCN Use Agreement and Conditions of Use (“Terms”) set forth the legally binding terms and conditions for your use of the Digital Film Cloud Network, including the websites located at dfcn.com , and all other sites owned and operated by DFCN that redirect to dfcn.com , and all related subdomains, software, and platforms (together, the “DFCN Platform”).
You acknowledge that by using the DFCN Platform in any manner, including, but not limited to, visiting or browsing the DFCN Platform, or contributing content, information, or other materials to the DFCN Platform, or using any of the services available in the DFCN Platform, you are entering into a legally binding agreement with us. If you are using the DFCN Platform on behalf of a corporate entity, trust, partnership, or other organization of whatever description (“Legal Entity”), you should consult with the principal(s) and/or appropriate legal advisors on the fact that your use of the DFCN Platform may bind the Legal Entity you are acting for. In order to use the DFCN Platform indvidually, on behalf of a Legal Entity, or on behalf of an individual person whom you legally represent, you need to have the legal authority to enter a binding contract with us and you cannot be barred from doing so under any applicable laws. Your agreement with us includes this DFCN Use Agreement and our Privacy and Cookie Notice (together, the “DFCN Use Agreement” ). If you don't agree with the DFCN Use Agreement, then please don't use the DFCN Platform.
In order to use certain services available within the DFCN Platform you may be asked by DFCN to agree to additional terms and conditions of use (the “DFCN Service Riders”). The terms and conditions of any DFCN Service Rider that you enter into with DFCN shall be incorporated as if fully set forth herein. To the extent that there is a conflict between the DFCN Service Rider and the DFCN Use Agreement, the DFCN Service Rider shall govern. You may also be asked to sign additional agreements or contracts with third parties. DFCN is not a party to any agreement or contract that you sign with third parties, nor is DFCN liable for any of your acts or omissions resulting from those agreements and/or contracts.
Thanks for choosing the DFCN Platform. The DFCN Platform is a cloud-based software platform that globally connects filmmakers, investors, sales agents, and buyers, and greatly lowers the costs associated with both film financing and the licensing of motion pictures. We're pleased to make our DFCN Platform available to you. Learn more about the DFCN Platform here.
AGE REQUIREMENT: You must be at least 13 years old to use the DFCN Platform. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian's permission to use the DFCN Platform. Please have him or her read the DFCN Agreement with you.
NOTICE TO PARENTS AND GUARDIANS: By granting your child permission to use the DFCN Platform, you agree to the DFCN Use Agreement on behalf of your child. You are responsible for monitoring and supervising your child's use of the DFCN Platform. If your child is using the DFCN Platform and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access. If you have questions about whether the DFCN Platform is appropriate for your child, please review our Frequently Asked Questions or contact us.
WARNING: Even if you are old enough to use the DFCN Platform and/or have your parent's or guardian's permission, some of the content available within the DFCN Platform may not be appropriate for you. Some content may contain "unrated" material, "R-rated" material, nudity, profanity, and mature subject matter. IF YOU ARE UNDER 18, DO NOT VIEW SUCH CONTENT.
When you use the DFCN Platform or send e-mails to us, you are communicating with us electronically. You consent to receive DFCN Platform communications from us electronically. We will communicate with you by e-mail or by posting notices on the DFCN Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Occasionally we may, in our discretion, make changes to our DFCN Use Agreement. When we make changes to our DFCN Use Agreement that we consider material, we'll notify you through the DFCN Platform and by e-mail. By continuing to use the DFCN Platform after those changes are made, you are expressing and acknowledging your acceptance of the changes. We encourage you to check the DFCN Use Agreement regularly for updates, and to make sure DFCN is not in your e-mail spam filters.
In order to access certain features of the DFCN Platform, you will have to create a DFCN User Account (“User Account”). You may not create a User Account on behalf of a Legal Entity unless you have been authorized by that Legal Entity to do so. User Accounts created on behalf of a Legal Entity must designate at least one individual person as an authorized user who has the authority to contractually bind the Legal Entity. DFCN reserves the right to contact the Legal Entity for which you have created a User Account in order to verify that you have been authorized to create a User Account on its behalf. You may never use another User Account without permission from the account's authorized user. When creating your User Account, you must provide accurate and complete information, and you must not make any misrepresentations. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. You must notify DFCN immediately of any breach of security or unauthorized use of your User Account, and change your password as soon as possible. Although DFCN will not be liable for your losses caused by any unauthorized use of your User Account, you may be liable for the losses of DFCN or others due to such unauthorized use.
The DFCN Platform is used to globally connect filmmakers, investors, sales agents, and buyers, and streamline the business processes associated with film financing and licensing. At the heart of the software platform is the Film Book, a free, secure, webpage that depicts every aspect of a film as it evolves from its development to completion stages (e.g., title, synopsis, talent, screenplay, images, legal agreements, trailers, screeners, etc). All confidential content placed within a Film Book is encrypted and maintained under strong access control, and only the Film Book's User Account can grant other DFCN User Accounts with audited secure access to the Film Book's confidential content.
Buyers can browse films using an array of advanced search parameters, and are dynamically alerted when films meeting their criteria are available in the marketplace. Using the integrated DFCN Messaging Service, the buyer can request access to the film's confidential content, and can securely negotiate a movie rights license with the seller. Using the integrated secure storage, payment, and delivery service, the licensed film assets can be easily and securely delivered to the buyer.
Film commissions, product placement agencies, investors, and financial institutions use the DFCN Platform to help source target films in the pre-production and production stages. Integrated with the leading social networks, a film's “Social Proof” provides a valuable metric into the potential production value of the film within specific geographic and/or demographic markets
By creating a User Account, you represent and undertake that you currently, and that you will in the future, use and access the DFCN Platform subject to the requirements of this Section and the DFCN Use Agreement. You hereby represent, warrant, and agree that:
Professional Conduct. You will conduct yourself in a professional and respectful manner in all your interactions with the DFCN Platform and any other user.
Responsibilities Related to Content Submitted to DFCN. You may upload or access content while on the DFCN Platform. Content includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the DFCN Platform (“Content”). You hereby represent, warrant, and agree that:
Responsibilities Related to Talent and/or Talent Agents. Any individuals rendering services in connection with your Film(s) (e.g. actors, writers, producers, directors, etc. (collectively, “Talent”) or their agents/representatives (“Talent Agents”) may post information within the DFCN Platform identifying Talent connected to certain Films. You hereby represent, warrant, and agree:
Should you decide to use the DFCN Platform's Movie Rights Marketplace Service to source distribution, exhibition, or other licensing agreements for your Film, you will be required to agree to the Marketplace Rider to this DFCN Use Agreement. The Marketplace Rider specifies the terms and conditions under which you are contracting DFCN as a worldwide, non-exclusive, Sales Representative for your Film.
Should you decide to use the DFCN Platform's Storage & Delivery Service to securely store and deliver your Film's digital file assets, you will be required to agree to the Storage & Delivery Rider to this DFCN Use Agreement. The Storage & Delivery Rider specifies the terms and conditions under which you are contracting to use the DFCN Platform's Storage & Delivery Service.
Should you decide to use the DFCN Platform's Movie Financing Service to source financing for your Film, you will be required to agree to the Finance Rider to this DFCN Use Agreement. The Finance Rider specifies the terms and conditions under which you are contracting DFCN to be an Executive Producer for your Film.
You license to the DFCN all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the DFCN Platform pursuant to this DFCN Use Agreement. This license lasts until you terminate your User Account, except in the case of Content that you have published, made public and/or shared with others. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the Content that you post to the DFCN Platform. To the extent that DFCN is determined for any reason, not to be the licensee of any Content that you have provided to us (including all rights of paternity, integrity, disclosure, withdrawal, and any other rights that may be known as or referred to as “moral right” “artist's rights,” “driot moral” or the like (collectively, “Moral Rights”), you hereby ratify and consent to, any action that may be taken with respect to such Moral Rights by or authorized by DFCN and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consent, and DFCN Use Agreement from time to time as requested by DFCN.
This DFCN Use Agreement is not intended to grant rights to anyone except you and DFCN, and in no event shall the terms and conditions in the DFCN Use Agreement create any third party beneficiary rights. Any failure by DFCN to enforce this DFCN Use Agreement, or any provision thereof shall not waive DFCN's right to do so.
The DFCN Platform is the property of the DFCN or DFCN's licensors, and, subject to your acceptance of, and compliance with, this DFCN Use Agreement, we grant you a non-assignable, non-exclusive, non-transferable, revocable limited licenses to make use of the DFCN Platform (the “License”). This License shall remain in effect for a period of fifteen (15) years unless terminated by you or DFCN. All DFCN trademarks, service marks, trade names, logos, domain names, and any other features of the DFCN brand are the sole property of the DFCN. Unless DFCN is your Film's Sales Representative, this License does not grant you any rights to use the DFCN trademarks, service marks, trade names, logos, domain names, or any other features of the DFCN brand, whether for commercial or non-commercial use without DFCN's written consent.
You agree to abide by our Code of Conduct, as provided herein, and not to use the DFCN Platform (including but not limited to its content) in any manner not expressly permitted by the DFCN Use Agreement. If you fail to remedy a breach of this or any other section of the DFCN Use Agreement, your use of the DFCN Platform may be immediately and indefinitely suspended. We hereby reserve all rights not expressly granted in this DFCN Use Agreement. There are no implied licenses under this DFCN Use Agreement.
Please be thoughtful about what you make public on the DFCN Platform. The DFCN Platform includes social networking and interactive features, including the ability to post Content, share Content, and make certain information about you public, as further described in your User Account settings. Remember that information you share with third parties or otherwise make publicly available may be used and re-shared by others on the DFCN Platform or across the web, so please use the DFCN Platform carefully and manage your User Account settings regularly. DFCN has no responsibility for your choices to make any actions or material public on the DFCN Platform. DFCN will not be liable for any inadvertent use or disclosure of any Content you designate as private. Click here to view our Privacy and Cookie Notice .
Display of your Information. When you create a User Account on the DFCN Platform, and at any time thereafter, you are able to set a variety of filters that will control who is able to see your information and that information about you will be shown. While we will not intentionally violate those filters, you must recognize that we cannot guarantee that there will never be a software bug, hacker attack, or other incident (“Security Breach”) that will result in unauthorized viewing of material or unsolicited contacts to occur. By creating a User Account on the DFCN Platform, you agree to release the DFCN from any liability in connection with the unauthorized viewing of material or unsolicited contacts in the event of a Security Breach.
WE MAY MONITOR AND RECORD TELEPHONE CALLS. You consent to and authorize DFCN, any of its affiliates, or its marketing associates to monitor and/or record any of your telephone conversations or Internet chat sessions with our representatives or the representatives of any of those companies.
We've established a few ground rules for you to follow when using the DFCN Platform. You hereby represent, warrant, and agree that you will follow these rules:
DFCN respects intellectual property rights and expects you to do the same. This means, for example, that the following is not permitted:
Please respect DFCN and other users of the DFCN Platform. Don't engage in any activity on the DFCN Platform or upload Content, including registering and/or using a username, which is or includes material that:
You agree that DFCN may also reclaim your username for any reason. You warrant and are solely responsible for the accuracy of the data and representations that you make within the DFCN Platform.
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (" DMCA ") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
DFCN's designated Copyright Agent to receive notifications of claimed infringement is the Copyright Manager at DFCN, email: Pbclevtug@QSPA.pbz, fax: 1.415.381.8674. For clarity, only DMCA Notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to DFCN Customer Service (Phfgbzre.Freivpr@QSPA.pbz). You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA Notice may not be valid.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, DFCN may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) calendar days after receipt of the counter-notice. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) calendar days or more after receipt of the counter-notice, at DFCN's sole discretion.
You agree to pay in a timely manner any applicable DFCN Service Fees, Executive Producer Fees, and any ancillary service fees and payments, including, without limitation, payments such as: ad network fees, and crowdfunding item supplier fees (“DFCN Fees, and Payments”), incurred while using the DFCN Platform.
DFCN will make reasonable efforts to keep the DFCN Platform operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. DFCN reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the DFCN Platform, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the DFCN Platform or any function or feature thereof. You understand and agree that DFCN has no obligation to maintain, support, upgrade, or update the DFCN Platform, or to provide all or any specific content through the DFCN Platform.
Software related to or made available by the DFCN Platform may be subject to United States export controls. Thus, no Software from the DFCN Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any Software related to the DFCN Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from DFCN under this DFCN Use Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of this DFCN Use Agreement.
The terms and conditions of the DFCN Use Agreement will continue to apply to you until the DFCN Use Agreement is terminated by either you or DFCN. DFCN may terminate your DFCN Use Agreement or suspend or terminate your access to the DFCN Platform at any time, including in the event of your actual or suspected unauthorized use of the DFCN Platform or non-compliance with the DFCN Use Agreement. If you or DFCN terminates your DFCN Use Agreement, or if DFCN suspends or terminates your access to the DFCN Platform, you agree that DFCN shall have no liability or responsibility to you and DFCN will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
We endeavor to provide the best service we can, but you understand and agree that THE DFCN PLATFORM IS PROVIDED “AS IS”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE DFCN PLATFORM AT YOUR OWN RISK. DFCN DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, DFCN does not warrant, endorse, guarantee or assume responsibility for any third party websites, third party applications, third party application content, Content, or any other product or service advertised or offered by a third party on or through the DFCN Platform or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that DFCN is not responsible or liable for any transaction between you and third-party providers of third party applications or products or services advertised on or through the DFCN Platform. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from DFCN shall create any warranty on behalf of DFCN in this regard. Some aspects of this section may not apply in some jurisdictions.
You shall defend, indemnify, and hold harmless DFCN, its affiliates, and each of its officers, shareholders, employees, agents, directors, subsidiaries, successors, assigns, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the DFCN Platform and Content, or otherwise from violation of terms and conditions of this DFCN Use Agreement, or infringement by you, or any third party using your User Account, of any intellectual property or other right of any person or entity. DFCN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with DFCN in asserting any available defenses.
DFCN shall defend, indemnify and hold You harmless from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or directly relate to DFCN's or DFCN's employees' willful misconduct, failure to act, or intentional grossly negligent actions solely with respect to the Content you upload to the DFCN Platform. DFCN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by DFCN, in which event you will be allowed to assist and cooperate with DFCN in asserting any available defenses with an attorney of your choice and at your expense.
You hereby release any claims you may have against DFCN that is in any way related to the DFCN Platform, including your posting or access of Content or any transaction entered into as a result of your use of the DFCN Platform. You are solely responsible for Content you provide or any transaction entered into, and for any resulting consequences, including the use of your Content by other users and third party partners.
If you are a resident in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this DFCN Use Agreement, waive the applicability of California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” you hereby waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the DFCN Platform is to terminate your User Account and to uninstall any other DFCN Software and to stop using the DFCN Platform.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DFCN, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE DFCN PLATFORM, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER DFCN HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DFCN PLATFORM IS ONE DOLLAR (US$1.00).
Nothing in this DFCN Use Agreement removes or limits DFCN's liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence. Some aspects of this Section may not apply in some jurisdictions.
Should any provision of the DFCN Use Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the DFCN Use Agreement, and the application of that provision shall be enforced to the extent permitted by law.
It is expressly understood and agreed that this DFCN Use Agreement shall not constitute nor be deemed to establish a partnership or joint venture between DFCN (or any of its employees or agents) and you, nor the Legal Entity on behalf of which you are accessing the DFCN Platform (or any of its office, employees, agents, or shareholders). Consequently, neither you, nor the Legal Entity on behalf of which you are accessing the DFCN Platform (or any of its office, employees, agents, or shareholders) shall hold yourselves out to others (including, without limitation, or other users) as having any relationship with DFCN other than as specifically set forth in this DFCN Use Agreement. Furthermore, neither you nor the Legal Entity on behalf of which you are using the DFCN Platform, or any of its officers, employees or agents shall be authorized to make representations or take any other action whatsoever on behalf of DFCN. In performing the terms and conditions contained within this DFCN Use Agreement, you will have no authority to bind DFCN in any way and will make no representation to prospective users or other persons relative to DFCN or other than expressly authorized by this DFCN Use Agreement or otherwise in writing by DFCN.
Choice of Law. This DFCN Use Agreement is subject to the law of the State of California, without regard to choice or conflicts of law principles.
Mandatory Arbitration, Class Action Waiver, Limitation of Actions and Venue. You and DFCN agree that any dispute, claim or controversy arising out of or relating in any way to the DFCN Platform or your use thereof, including the DFCN Use Agreement and Additional Agreement, shall be resolved by mandatory binding arbitration. The U.S. Federal Arbitration Act shall govern the interpretation and enforcement of this provision, and you and DFCN agree to waive the right to a trial by jury and to participate in a class or multi-party action. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the construction, validity, interpretation, applicability, enforceability, unconscionability, or formation of these rules and this arbitration requirement, and shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this DFCN Use Agreement and/or whether a non-signatory to this DFCN Use Agreement can enforce this provision against either party. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by this DFCN Use Agreement, and as administered by the AAA. You and DFCN agree that this DFCN Use Agreement involve interstate commerce and are subject to the Federal Arbitration Act. Any arbitration hearing shall be conducted within the county of your residence or, if agreed upon by both you and DFCN, within the County of San Diego, California.
YOU AND DFCN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void.
Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder to be paid by DFCN. Any arbitration costs or fees deemed “excessive” will be paid by DFCN. You and DFCN shall pay the costs of your own attorneys' fees. Any award rendered in arbitration shall be final and conclusive upon the parties, and a judgment thereon may be entered in any state or federal court with jurisdiction. This arbitration provision shall survive termination of the DFCN Use Agreement and the termination of your User Account.
Thank you for reading our DFCN Use Agreement. We hope you enjoy the DFCN Platform.