TERMS & CONDITIONS
DEMOCRATIC DEVELOPMENT ONLINE FILM PROJECT

 

These are the general terms and conditions for participating in the Democratic Development Online Film Project (as defined below) and submitting an original video, audio recordings, text, imagery, or other material created and owned by the Participant (hereinafter referred to as “Content”) for the purpose of permitting Governess Films to use Content (or parts thereof) for creating a Film (as defined below).

 

Governess Films will make the film available online and offline to end users for viewing, downloading and forwarding.

 

By participating and submitting Content and ticking the “I agree” box, You agree to abide by these terms and conditions.

 

You warrant that you are the creator and owner of the Content submitted by You and Governess Films, Inc. (hereinafter referred to as “Governess Films”) wishes to obtain from You, and You wish to provide to Governess Films all rights in and to the Content on the terms and conditions set out below.

 

1. DEFINITIONS:

 

"Democratic Development Online Film Project" means the film project listed above run by Governess Films to which You, the Participant, may enter Content under the terms and conditions via:  www.democraticdevelopmentfilm.com  

 

Film” means the resulting film in the Democratic Development Online Film Project, edited by or for Governess Films including but not limited to use of Content or parts thereof.

 

"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether registered or capable of registration, including without limitation, copyright, trademarks, trade names, database rights, patents, image rights, Moral Rights and rights of privacy;

 

"Moral Rights" means the right of integrity, the right of paternity and all other rights customarily referred to as ’moral rights‘ throughout the world;

 

“Participant” means You, having submitted Content to the Democratic Development Online Film Project and ticked the “I agree box”.

 

“Selected Content” means Content or parts thereof selected by Governess Films to be used in the Film.

 

 

2. GRANT OF RIGHTS

 

2.1 Participant hereby grants to Governess Films (and its assigns) the worldwide rights to use, reproduce, store, format, adapt, distribute, display, publicly perform, license, exhibit, broadcast and/or make available and transmit to end users the Content in all media, now known or hereafter, for all purposes, commercial or non-commercial, including but not limited to cinema and television distribution, as part of the Film or otherwise.

 

2.2 Further, Participant hereby grants to Governess Films the right, but not the obligation, to use, sub-license, reproduce and display the name and likeness, country of residence of Participant, related to or contained within the Content for the purposes of using, marketing and promoting the Content and/or the Film. This shall not apply if Participant has chosen to be anonymous in the submittance form when submitting Content.

 

2.3 Participant acknowledges that Governess Films is free to choose which Content, if any, is to be a part of the Film and that Governess Films makes no warranties to use any Content whatsoever.

 

2.4 Governess Films is under no obligation to display Participant’s name and country in connection with any use of Content.

 

2.5 Notwithstanding and without limiting the above, by submitting Content to Governess Films, Participant consents and agrees to assign and transfer to Governess Films, in accordance with Clause 5 below, all right, title and interest in and to such Content.

 

2.6 Participant hereby agrees, at the request of Governess Films, to execute all such further documents and do all such further acts as Governess Films may require in order to vest in Governess Films the rights hereby intended to be licensed and/or assigned.

 

2.7 To the maximum extent permitted by law, Participant explicitly releases, discharges and holds harmless Governess Films, its affiliates, subsidiaries, successors and assigns, and their respective directors, officers, employees, shareholders, attorneys, representatives and agents, from any and all liability, actions, causes of action, damages (whether actual, incidental or consequential), claims and demands whatsoever in law or equity, including all costs, which s/he now has or may assert, including but not limited to, those with respect to or in any way arising from Participant ’s participation in the Democratic Development Online Film Project.

 

2.8 INDIVIDUALS APPEARING IN CONTENT: Participant warrants that Participant has obtained all necessary consents (and a waiver of moral rights) for use of the name(s), likeness(es), performance(s) and/or voice(s) of each person seen or heard in the Content, as applicable, permitting Governess Films (or its assigns) unrestricted worldwide usage in all media for all lawful purposes in perpetuity.

 

3. FORMAT, DELIVERY AND ASSESSMENT OF CONTENT

 

3.1 Participant shall deliver the Content to Governess Films.

 

3.2 Participant acknowledges that Governess Films shall assess all Content, such procedure being made up of technical, legal and aesthetic evaluation. Governess Films shall be entitled in its absolute discretion to accept or reject Content and/or remove any objectionable or infringing material, without being obliged to give reasons, and Participant shall have no right to contest any such assessment made by Governess Films’s adjudicators. Participant agrees that Governess Films shall be entitled in its absolute discretion to make corrections, amendments, alterations to or otherwise edit submitted Content and acknowledges that, without being obligated to collect Participants consent.

 

4. NO FEE OR PAYMENT

 

4.1 Participant shall not be entitled to any fee or payment what so ever in consideration of the rights granted by license or transferred by assignment by Participant herein or for Governess Films use of the Content or Participant’s name and likeness (as applicable).

 

5. INTELLECTUAL PROPERTY AND ASSIGNMENT OF RIGHTS

 

5.1 Participant agrees and acknowledges that Participant hereby (by way of present and future assignment) assigns with full title guarantee to Governess Films all right, title and interest in the Content (and, accordingly, all Intellectual Property Rights in the Content shall be owned and controlled by Governess Films or its assignees). For the avoidance of doubt, Governess Films rights under such assignment shall include (without limitation) the exclusive, world-wide rights to use, reproduce, distribute, display, publicly perform, exhibit, broadcast, transmit, license and/or make available the Content (or parts thereof), in any form and all media (including without limitation for television and/or cinema advertising and/or internet exhibition purposes). Participant acknowledges and agrees that Governess Films intends to use Selected Content for the making of the Film, which shall include using Selected Content in any form, edit, make modifications and create derivative works thereof.

 

5.2 To the fullest extent legally possible in each country of the world, Participant hereby irrevocably waives all Moral Rights in and to the Content in relation to all uses thereof by Governess Films and the Brand Participant(s), and their licensees or assignees.

 

5.3 Participant acknowledges and agrees that Content submitted hereunder is submitted voluntarily and not in confidence or trust, and that no confidential or fiduciary relationship is intended or created between Participant and Governess Films. Participant further acknowledges and agrees that use by Governess Films or its assignees of material similar or identical to (or containing features or elements similar or identical to those contained within) any material submitted by Participant shall not obligate Governess Films (or its assignees) to negotiate with Participant nor entitle Participant to any compensation if Governess Films determines that it has an independent legal right to use such material (either because such features or elements were not new or novel or were not originated by Participant  or were or may hereafter be independently created by or submitted to Governess Films).

 

6. WARRANTIES

 

6.1 Each party warrants and covenants to the other party that it has the right and power to enter into and fully perform all of its obligations set forth in these terms and conditions.

 

6.2 By uploading any Content Participant hereby warrants and represents that Participant personally created, wrote and produced such materials and all materials contained within such materials, or that Participant has obtained all necessary written releases for the uses contemplated hereunder from the owner(s) of those materials for such use on a fully paid up basis that allows usage in all media, worldwide, for all lawful purposes, in perpetuity. Participant may not submit any material comprising any pre-existing recorded content (i.e. "clips" from other films or programs, "samples" or extracts from other records, photographs, graphics, etc).

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6.3 SPECIFIC WARRANTIES AND REPRESENTATIONS

 

YOU WARRANT AND REPRESENT TO GOVERNESS FILMS THE FOLLOWING:

 

6.3.1 ALL CONTENT IS ORIGINAL: Participant warrants that the Content has not previously been displayed publicly, published or used on any website or broadcast or in any other communications in any country of the world. For the avoidance of doubt, Participant warrants that he/she is the sole owner of all copyright and other Intellectual Property Rights in all Content.

 

6.3.2 USE OF TALENT: The Participant warrants that (further to the requirements of Clause 2.6 above) permission has been obtained for use of any name(s), likeness(es), performance(s) and/or voice(s) of each person seen or heard in the Content and that such talent has granted in writing all usage rights on a fully-paid-up basis, that allows unrestricted worldwide usage in all media for all lawful purposes, in perpetuity.

 

6.3.3 NO OBJECTIONABLE MATERIAL: Content shall not contain imagery or audio content which: (a) is sexually explicit or suggestive, violent derogatory of any ethnic, racial, gender, religious, professional or age group, profane or pornographic, or which contains any dangerous activity or promotes the excessive or irresponsible consumption of alcohol; (b) promotes use of drugs, tobacco, firearms/weapons; (c) is obscene or offensive or endorses any form of hate; (d) contains trademarks, logos or trade dress owned by others, or advertises or promotes any brand or product of any kind (other than those supplied by the Brand Participant), without written permission, or contains any personal identification, such as license plate numbers, personal names, email addresses or street addresses; (e) contains copyright materials owned by others (including photographs, sculptures, paintings and other works of art or images published on or in websites, television, movies or other media) without permission; (f) depicts, or is itself, a violation of any law.

 

6.3.4 NO INFRINGEMENT: The use by Governess Films and/or its assignees of submitted Content will not infringe any Intellectual Property Right(s) of Participant or any third party.

 

6.3.5 NO EARLIER CONTRACTS: Participant is not in breach of any contract with any third party by reason of entering into or exercising or granting any rights or performing any obligations in these Terms and Conditions.

 

6.3.6 EXCLUSIVITY

 

6.4 In the event of any breach of the terms and conditions contained in these Terms and Conditions by Governess Films, the aggregate liability of Governess Films in connection with this Democratic Development Online Film Project shall be limited to damages which shall not exceed 100 USD. Governess Films shall not, in any circumstances, be liable for any indirect, incidental or consequential loss or damage. Nothing in this Agreement shall exclude or limit the liability of Governess Films for death or personal injury resulting from the negligence of Governess Films or that of its agents or employees.

 

6.5 Participant hereby indemnifies Governess Films (together with its associated, subsidiary and affiliated companies) and shall hold it harmless from and against any and all liability, loss, damages, costs, legal costs and disbursements, professional and other expenses of any nature whatsoever incurred or suffered by it, arising by reason or in consequence of any breach by Participant of any of the representations, warranties or obligations of Participant set out in this Agreement.

 

6.6 Participant agrees to notify Governess Films immediately but in no event later than three (3) days after it becomes aware of any actual or threatened infringement, dilution or other impairment of any item of Content ("Infringement"). Upon receipt of such notice, Governess Films shall decide whether to assert or file any legal or equitable proceedings ("Action") with respect to such Infringement at its sole discretion. If any such Infringement has occurred, Governess Films may, in its sole discretion exercisable upon notice to Participant, either pursue the Action or authorize Participant to prosecute the Action in Participant’s own name. In the event Governess Films elects to pursue such Action, Participant shall reasonably cooperate with Governess Films in the Action. If Governess Films authorizes Participant to pursue the Action, Participant shall advise Governess Films of all developments in connection with the Action of which Participant becomes aware and Governess Films shall have the right to participate in such Action.

 

7. ENTRY TO COMPETITION

 

7.1 ALL ENTRIES MUST COMPLY WITH THE COMPETITION RULES

Participant must be over the age of 18 at the date of submission (or over the age of 16 with permission of parent or legal guardian on their behalf).

 

7.2 Submissions must be primarily in English (or subtitled in English) and Governess Films reserves the right to edit, crop or cut Content in its sole discretion.

 

7.3 Once uploaded, submitted Content cannot (and will not) be returned. Governess Films may, in its sole discretion, remove, delete and/or void any submitted Content it deems inappropriate or otherwise non-compliant.

 

7.4 The individual Participant uploading a particular entry will be deemed the sole entrant for that entry. If any group has collaborated on a submitted item of Content, the entire group will be deemed to have designated such Participant, as the agent for such group, to agree to these terms on behalf of the group. Governess Films shall not be liable for any dispute between such collaborators.

 

7.5 Governess Films reserves the right, at its sole discretion, to disqualify any entrant deemed to be: (a) tampering or attempting to tamper with the entry process or the operation of Democratic Development Online Film Project or the entry site; (b) violating these terms and Conditions; (c) violating the terms of service, conditions of use and/or general rules or guidelines of any Governess Films property or service; or (d) acting in an unsportsmanlike or disruptive manner or with intent to annoy, abuse, threaten or harass any other person.

 

 

8. NOTIFICATION OF COMPLETION OF THE DEMOCRATIC DEVELOPMENT ONLINE FILM PROJECT

 

8.1 The Film will be made available online on www.democraticdevelopmentfilm.com and the Participants will be notified by email (if submitted by Participant at the entry site).

 

9. MISCELLANEOUS

 

9.1 If any provision of these Terms and Conditions shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of these Terms and Conditions shall nevertheless continue in full force and effect.

 

9.2 The agreement to comply with these Terms and Conditions shall be personal to Participant, and Participant shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of Governess Films.

 

9.3 No responsibility or liability is assumed by Governess Films or any Participating Brand for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Competition: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the submission site in whole or in part for any reason; traffic congestion on the Internet or the site; unauthorized human or non-human intervention of the operation of the Competition, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Democratic Development Online Film Project, or loss, miscount, misdirection, inaccessibility or unavailability of an email account used in connection with the Democratic Development Online Film Project. Governess Films shall not be responsible for any typographical errors in the announcement of prizes or these Terms and Conditions, or any inaccurate or incorrect data contained on the Site.

 

9.4 All rights and obligations hereunder shall be construed and interpreted in accordance with the laws of The State of New York and the Courts in New York shall be the sole court of competent jurisdiction.