DEMOCRATIC DEVELOPMENT ONLINE FILM PROJECT
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).
Films will make
the film available online and offline to end users for viewing, downloading and
By participating and submitting
Content and ticking the “I agree” box, You agree to abide by these terms and
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.
"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
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
"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
"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
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
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.
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.
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
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).
6.1 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).
6.3 SPECIFIC WARRANTIES AND
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.
6.4 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
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
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).
9.1 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
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