Keyframe-Cinema Screening Platform Terms & Conditions
Welcome to the Keyframe-Cinema Screening Platform (the “Site”).
We are an online service, providing our Members with a limited, one time, non broadcast, use license to publicly screen motion pictures, television, music videos, online classes, and other audio visual entertainment (“Movies & TV shows”). Below you will find the Terms and Conditions which govern your use of our service. You should read these terms and conditions thoroughly.
Our Terms and Conditions consist of the Site Agreement (this “Agreement) and the Privacy Policy which can be found [here].
By using the Site, you agree that you have read and understood this Agreement and the Privacy Policy, and that you accept and agree to be bound by their terms. If you do not agree to these Terms and Conditions, please do not use the Site.
This Agreement is organized as follows:
Section 1. The Keyframe-Cinema Screening Platform. This Section sets out the functionality of the Site and the rights we reserve to ourselves or give to you with respect to the Site.
Section 2. Members. This Section sets out the rights and obligations of Members.
Section 3. Keyframe-Cinema Screeners. This Section sets out the rights and obligations of Screeners through each step of the Screening process.
Section 4. Miscellaneous. This Section sets out some general provisions governing this Agreement, its interpretation, dispute resolution, and more.
Section 1. The Keyframe-Cinema Screening Platform.
(a) The Public Library. We provide a service which allows Members to obtain the rights to screen Movies and TV Shows from our Library in public, and to charge for admission to the screening.
How it works:
STEP 1: Sign up to become a Member of the Site [Here]. Members have access to Member-Only areas of the Site including (message boards, chat room, and informational content related to hosting a successful movie screening). Non-Members may also access the Site. Non-Members access to the Site will be limited, and will not include the Library. Instead, Non-Members can only view a list of Movie and TV Shows that are available to screen.
STEP 2: Members also have the ability to access the Keyframe-Cinema Library (the “Library”). The Library contains a complication of Movies and TV Shows that Members may screen, as well as detailed information for each Movie or TV Show, and can also include other audio visual content such as trailers or short clips. The content of the Library will change frequently, so visit the Library often! Members may also email [here] to suggest content that they would like to see added to the Library.
STEP 3: Once you see a Movie or TV Show that you would like to screen, simply click on the appropriate link, fill out the Movie Screening Agreement, pay the Licensing fee, and get ready to host a screening!
STEP 4: Become a Keyframe-Cinema Screener! Host a Movie or TV Show Screening. You are responsible for providing all the tools necessary to host the screening, including the location, a method of showing the movie, and charging for admission, if you choose to do so. Keyframe will provide you with:
- A copy of the film
- An electronic press kit and
- Educational Material that you can use to educate yourself on how to host a successful screenings. This Educational Material can also be accessed [here].
(b) Use of the Site. We grant you the right to access and to use the Site for the purposes set forth in this Agreement only. Any use of the Site other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion.
(c) Our Rights.
(i) Our Intellectual Property. We retain all rights to intellectual property underlying the Site.
(ii) User Content Review. Any content that you post the site is User Content. We reserve the right to review and remove any User Content.
(iii) Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Member or Screener at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
(iv) Right to Assume Our Defense. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defense and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
(v) Disclaimer. Except where prohibited by law, the Site is provided “as-is” and “as available” and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
(vi) Limitation of Liability. Our liability to you will be limited as set forth in Section 4(f) of this Agreement.
(d) Copyright Infringement.
(i) Posting User Content that violates any copyright or other intellectual property rights is in express violation of this Agreement. If you believe your copyrighted work was submitted by a Member or Screener to us without authorization, you may submit a DMCA takedown notice to us at [INSERT EMAIL] Only the copyright owner, or an agent authorized to act on the owner’s behalf, may submit such a notice.
(ii) The rights granted to you in the Movie Screening Agreement are limited. UNDERSTAND YOUR RIGHTS. Do NOT violate the copyright, trademark, or intellectual property rights of a rights holder. And Member, Screener, or individual in attendance at a screening who witnesses a Member or Screener violating law should immediately report this information to [EMAIL].
(e) Feedback. We welcome your feedback or suggestions regarding the Site. If you give us feedback or suggestions, you agree that you give to us all rights to such feedback or suggestions and that we can use such feedback or suggestions in any manner we deem appropriate.
(f) Contact. Enquiries should be directed to our customer support team at [EMAIL].
Section 2. Members.
(a) Becoming a Member. Anyone can become a Member simply by filing out the appropriate form online, and creating a user name and password.
(b) Legal Agreement to Use Site and Library. Members are bound by the terms of this Agreement and agree specifically to use the Site strictly in compliance with this Agreement.
(c) Prohibited Use. Without limiting the generality of (b) above, please do NOT use the Site for any other purpose, including the following:
(i) to damage our computer systems or data, to reverse engineer any part of the Site or attempt to interfere with its operation;
(ii) for Spamming or to act offensively towards us, other Members and Screeners, or Movie Producers/creators; or
(iii) to violate any laws, or obligations or restrictions imposed by any third party.
(d) Indemnification by Members. You agree to indemnify us from any claim or loss arising out of:
(i) Member’s use of the Site;
(ii) Member’s User Content;
(iii) Member’s interaction with any other Members;
(iv) Member’s violation of this Agreement or any applicable laws; and
(v) A Member hosted Screening Event, including all interactions between the Member and participants of the Screening, and any third parties associated with the Screening of a Movie or TV Show.
(e) Cancelation. You may cancel your Membership at any time. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY UNSCREENED MOVIES OR TV SHOWS.
Section 3. Keyframe-Cinema Screeners.
(a) Becoming a Screener. A Screener is a Member who chooses to screen a Movie or TV Show from the Library. completes and signs the Movie Screening Agreement, pays the Licensing fee, and hosts a Screening. Once you become a Member, and decide to screen a movie, you will need to fill out the Registration form, sign the Movie Screening Agreement, and pay the Licensing fee. Once Keyframe receives your information and determines that it complies with this Agreement and Movie Screening Agreement, we will send you an copy of your selected content, an electronic press kit, and will process the licensing fee.
(b) The Library. The Library will contain a list of Movies and TV Shows available for public screening through this Site. We will not post an exhaustive list of Movies and TV Shows on the Library. Instead, we will choose a limited number of Movies and TV Shows to be available each [month/ for a certain number of time]. Check the Library frequently for updates, or sign up to receive email alerts when new Movies and TV Shows become available by sending an email to [EMAIL]
(c) License. The Movie Screening Agreement will contain a complete list of your rights and obligations with regard to a screening. Without in any way limiting the rights specified in the Movie Screening Agreement, we would like to reiterate that the license that will be granted will allow you to screen a Movie or TV Show:
(i) Once.
(ii) At the time, place, and manner indicated on the registration form.
(iii) You may charge an admission fee to screening.
(iv) You do NOT have permission to broadcast the screening. The screening must be live, it can not streamed, uploaded or shared over the internet, or any other medium, or recorded in any way.
(v) If you violate any part of this Agreement, we reserves the right to take SERIOUS LEGAL ACTION against you, including informing the rights holder of the Movie or TV Show of your copyright infringement, publicly posting your name and an account of your violation on the internet or anywhere else we deem appropriate, as well as canceling your membership.
(d) You are responsible for providing a safe and secure setting for the Screening, in compliance with the Movie Screening Agreement, including obtaining the location and equipment necessary to perform the Screening.
(e) You are responsible for reporting all income to the IRS, or other regulatory agency as required by local law.
Section 4. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire Agreement between.
(b) Changes to this Agreement. We reserve the right to modify this Agreement at any time, with changes taking effect as of the date and time when we post the revised Agreement on the Site. If we make any substantial changes, we will notify you by email at the address on file with us and/or post notice of the changes on the Site.
(c) Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(d) Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
(e) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired. The invalid or unenforceable provision will be deemed modified, so that it is valid and enforceable to the maximum extent permitted by law.
(f) Limitation of Liability. In no event will we be liable to you or any third party for any lost profit or any damages arising from or relating to this Agreement. Your use of the Site and the Library are at your own discretion and risk. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the Licensing fee. The existence of more than one claim will not enlarge this limit.
(g) Choice of Law. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of California, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
(h) Dispute Resolution. You agree that any disputes between you and us arising under or related to this Agreement must be resolved through binding arbitration. This agreement to arbitrate is intended to be interpreted broadly.
(i) American Arbitration Association. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section.
(ii) Rules for Claims < $10,000. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and we must abide by the following rules: (A) the arbitration shall be conducted solely based on written submissions; and (B) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(iii) Rules for Claims < $10,000. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Francisco, CA.
(iv) Arbitration Binding. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction.
(v) Venue Outside Arbitration. In the event this Agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco County, California.
(vi) Exception for IP Infringement Claims. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco County, California.
(i) Right to Trial & Right to Class Action Waiver. Except where prohibited by law, you agree to waive the right to trial by jury or to participate in a class action. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.
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