WWW.FILMLIFE.COM – OUR TERMS
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions that govern your subscription to and membership of our website www.filmlife.com and the online services and digital content we make available to you (referred to together in these terms as our “services”). Please read these terms carefully before you subscribe to become a member of our website. If you do not agree with these terms, do not apply for membership of our website.
1.2 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if (A) You are an individual and (B) You are buying services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. www.filmlife.com is provided by FILMLIFE OPERATIONS LIMITED, a company registered in England and Wales with company registration number 12541432 and our registered office at 3rd Floor Office, 207 Regent Street, London, England, W1B 3HH.
2.2 How to contact us. You can contact us using the telephone number on the “Contact” page on our website, or by email to firstname.lastname@example.org or by writing to us at the above address.
2.3 How we may contact you. We may contact you by writing to you at the email address you provided to us when you subscribed. When we use the words “writing” or “written” in these terms, this includes emails.
3. YOUR MEMBERSHIP & OUR CONTRACT WITH YOU
3.1 Applications to subscribe for membership of our website. You can apply to subscribe for membership of our website if you provide us with the details requested on the [“Sign In / Join for Free”] section on our website, which includes details of a valid credit/debit card in your name that is acceptable to us. By providing us with your credit/debit card details, you authorise us to take payment from that card in accordance with clause 11 below if your application is accepted by us. You can of course withdraw your membership application at any time prior to our acceptance of it (described below).
3.2 How we will accept your membership application. Our acceptance of your membership application will take place when we email you to accept it, at which point (and in consideration of you providing your credit card details to us) a contract will come into existence between you and us. At that point you can access your personalised dashboard on our website. However, there is no fee to become a member of our website. Instead, you pay a flat fee and a payment processing fee for each film you download. Fees are also payable if you wish to upload content. Further detail of fees and prices are in clause 11 below and on our website.
3.3 If we cannot accept your application. If we are unable to accept your membership application, we will inform you of this. No charges will be made to your credit card. We are entitled to refuse to accept your application in our absolute discretion.
3.4 We do not promise or warrant that our website will be permanently available. Our website is made available “as is”.
3.5 Your age and password. You must be aged 18 or over to be a member of our website. If you have a password to access your membership dashboard on our website, you must keep it secret. It should not be used by anyone else.
3.6 Your membership will automatically renew on each anniversary of it starting. However you or we may give the other notice at any time to end your membership on not less than 60 days’ notice for any reason. Your membership (and our contract) may also end as described later in these terms.
4. WHERE YOU PROVIDE CONTENT TO US
4.1 The following terms apply in respect of any audio-visual content (in whatever form that may take) you may upload to www.filmlife.com. We refer in these terms to each individual item of audio-visual content as a “film”. We will provide our service of making your films available to our members on our website, provided you comply with these terms and in particular this clause 4.
4.2 You must own the content. You hereby confirm and warrant that you own the content you seek to upload, and have the right to provide that content to us, and to authorise us to make that content available for others to view, on our website.
4.3 If you do not own the content, you may have to pay compensation. You agree to compensate us, and indemnify us, against any costs or losses we may incur if any third party claims that we do not have the right to make your content available for others to view, on our website.
4.4 Acceptable usage. You, and your content, must comply with our acceptable usage policy at Schedule 1 below. Failure to comply with this acceptable usage policy constitutes a material breach of this contract and may result in (amongst other things) termination of this contract/your membership, and legal proceedings against you for reimbursement of all our costs resulting from the breach. We also reserve the right to disclose such information to law enforcement authorities as we reasonably feel is necessary or as required by law. We exclude our liability for all action we may take in response to breaches of the acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
4.5 Our rights to take down your content. We reserve the right either to refuse to accept any of your content of our website, or to take down any of your content from our website at any time, if we consider (in our discretion) that it does not (or you do not) comply with the requirements of this clause 4.
4.6 You may ask us to take down any film that you have previously uploaded at any time by contacting us. We will comply with that request within 4 weeks of receiving it.
4.7 We will use reasonable endeavours to ensure that any film you upload will be available on our website within 48 hours of you uploading it (but subject always to your compliance with these terms and conditions).
4.8 Revenue that may be due to you. Other members of our website may download and view any of your films. We charge them to do so (see clause 11 below). We will pay to you 70% of the net revenue we receive (in cleared funds, net of VAT and after relevant charges) from our members for viewing your films. We will retain the remainder of the revenue we receive from our members for viewing your films to cover our costs and profit element. Clause 11.4 describes when payment will be made to you. Our payment processing provider’s systems identify the number of unique downloads of your films, and therefore the revenue that we have received that is due to you.
5. MEMBERSHIP GENERALLY
5.1 Where you download content on our website uploaded by others. You will pay fees in respect of each film you download (see clause 11). You may then watch that film as many times as you wish. The film will remain available to you on our website whilst you remain a member, unless the contract is terminated or if we exercise our rights set out in these terms to remove that film from our website (for example if the content provider has failed to comply with clause 4 above) or if the content provider takes the film down from our website. No refunds are due in respect of any film that you have downloaded. You will be charged for a film you have downloaded, whether or not you have chosen to watch it (or any of it). We do not warrant that any film will be available for any particular length of time.
5.2 Comments. You are able to comment on content uploaded by others, but must abide by our acceptable usage policy at Schedule 1. The provisions of clause 4.4 above apply if you do not.
5.3 We do not own the films that are uploaded to our website, but those members who do upload films give us permission to make them available to members for a fee, as described in these terms.
5.4 Intellectual Property Rights. Intellectual property rights in the films uploaded to our website are owned by the members who have uploaded them (or their licensors). All other intellectual property rights on our website are owned by us (or our licensors). Unless you own any such intellectual property rights as described above, you have no right to use them, other than strictly as may be permitted to enable you to view films you have downloaded in accordance with these terms.
5.5 Detailed information on the compatibility requirements for uploading films is available on the “Upload Film” page on our website.
6. PROVIDING THE SERVICES
6.1 When we will provide the services. Our online services, and the digital content available on our website for download, are made available to you as soon as your membership application is accepted and you thereafter access our website. It is up to you whether, or when, you upload content or download films to view. You can do this until your membership ends as described in clause 3.6 or you end the contract as described in clauses 7 & 8 or we end the contract as described in clause 9.
6.2 We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as reasonably possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but in any event you will not be charged for services that have not been provided to you.
6.3 Reasons we may suspend the supply of services to you. We may have to suspend the supply of our services to deal with technical problems or make minor technical changes, to update our website or our services to reflect changes in relevant laws and regulatory requirements, or to make changes to our services (see clause 6.4). In any event you will not be charged for services that have not been provided to you.
6.4 We may also suspend your membership if you do not pay. If you do not pay any of our invoices when you are supposed to or we are unable to collect payment from you for them (see clause 11.3), and payment is not received by us within 7 days of our invoice becoming overdue, we may suspend your membership and our contract with you until you have paid us the outstanding amounts. In these circumstances we can also charge you interest on your overdue payments (see clause 11.6).
6.5 Our rights to make minor changes. We may change the services (A) to reflect changes in relevant laws and regulatory requirements; and (B) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect your use of the services.
6.6 Our services will be provided using reasonable care and skill. If you are a consumer we are under a legal duty to supply services that are in conformity with this contract.
7. YOUR RIGHTS TO END THE CONTRACT
7.1 You can always end your contract with us. You can end the contract in the circumstances described below (and at clause 3.6):
7.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract. These terms do not alter or reduce any legal rights you may be entitled to by law as a consumer (which may include the right to get product repaired or replaced or a service re-performed or to get some or all of your money back) or obtain other remedies available to you by law. Please contact your local citizens advice bureau, or a solicitor, for further details of what rights you are entitled to by law;
7.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;
7.1.3 If you are a consumer and have just changed your mind about the product, see clause 7.3.
7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 7.2.1 to 7.2.4 below the contract will end immediately and we will refund you in full for any services which have not been provided and you may also be entitled to compensation. The reasons are:
7.2.1 we have told you about an error in the price or description of the services you have ordered and you do not wish to proceed;
7.2.2 we cannot supply the services because of events outside our control for a period in excess of 30 days;
7.2.3 we have suspended supply of the services for a period in excess of 30 days; or
7.2.4 you have a legal right to end the contract because of something we have done wrong.
7.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
7.4.1 digital content after you have started to download or stream these;
7.4.2 services, once these have been completed, even if the cancellation period is still running.
7.5 How long do consumers have to change their minds?
7.5.1 In respect of our services (e.g. our service of making your films available to our members on our website), you have 14 days after the day we email you to confirm we accept your membership application. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
7.5.2 If you have bought digital content for download or streaming, you have 14 days after the day we email you to confirm we accept your membership application, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)
8.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
8.1.1 Phone or email. Call us or email us using the contact details at clause 2.2 above. Please provide your name, address, details of your membership, details of any problems you have encountered and your phone number and email address.
8.1.2 Online or by post. Complete and submit to us the cancellation form shown at Schedule 2 to these terms. Or simply write to us to request cancellation, including details of your membership and your name and address.
8.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid by the method you used for payment. However, we may make deductions from the price, as described below.
8.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind in respect of a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
8.4 When your refund will be made. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
9. OUR RIGHTS TO END THE CONTRACT
9.1 We may end the contract if you break it. We may end the contract at any time by writing to you if:
9.1.1 you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
9.1.2 your warranty in clause 4.2 proves to be incorrect or we have reasonable cause to believe that it may be incorrect;
9.1.3 you fail to comply with any of the provisions of these terms, and your failure continues for more than 7 days after we give you notice to do so;
9.1.4 we believe that the debit/credit card details you have provided to us are incorrect, or not valid, or are not your own, and you fail to provide new debit/credit card details within 7 days of us asking you to do so.
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10. WHAT HAPPENS WHEN THE CONTRACT ENDS
10.1 When the contract ends for any reason, your membership will be automatically cancelled (which means that you will no longer have any access to any of the films you have downloaded), and we will delete any content you have uploaded (we will not send the content back to you so you must ensure at all times that you have your own back up copy of the content you provide to us). You have no right to any refund for films you have paid for or downloaded but not watched prior to the end of the contract.
11. PRICE AND PAYMENT
11.1 Prices and where to find them. The prices of the services and digital content we make available (which includes VAT or other sales tax, if applicable) are indicated on our website (see the “About” page and the “FAQ” page under the heading “How much does Filmlife cost?”):
11.1.1 If you upload a film for others to view, you must pay a trans-coding fee per film (to enable the film to be viewed on such different platforms as we may notify to you).
11.1.2 In respect of each film you download or view (whether in part or in full) you must pay:
18.104.22.168 a flat fee per film; and
22.214.171.124 an additional payment processing fee.
11.2 We will pass on changes in the rate of VAT or other sales taxes (if applicable).
11.3 When you must pay and how you must pay. We will send you an itemised invoice at or following the end of each calendar month, setting out the number of films you have downloaded and the price payable by you in respect of them. If you have uploaded films and fees are payable by you in respect of them, the invoice will set that out too. Payment will be collected by us automatically from the debit/credit card details you have provided to us, on or following the date of our invoice to you.
11.4 Payments to you. The invoice referred to at clause 11.3 above will also set out any revenue due to you for films you have uploaded to our website that have been downloaded by other members. We will pay those sums to you within 14 days of the invoice date.
11.5 Set-off. We may set off any amount due to you, against any amount that you owe us. For example, if you owe us fees for the downloading of films, we may set that off against any revenue due to you for content you have uploaded, and only pay the balance to you. Equally, you may set off any amount due to us, against any amount that we owe you.
11.6 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.7 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
12.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal right to receive digital content which is as described, of satisfactory quality, fit for purpose, or supplied with reasonable skill and care.
12.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
12.4 We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 13.
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
13.1 Nothing in these terms shall limit or exclude our liability for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable), for fraud or fraudulent misrepresentation, or for any matter in respect of which it would be unlawful for us to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
13.2.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of (i) £1000 and (ii) 200% of the total sums paid by you to us under such contract.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
15. OTHER IMPORTANT TERMS
15.1 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your membership and any services we provide or purchases you make from us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
15.2 We may transfer our rights and obligations under these terms to another organisation.
15.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this contract to another person if we agree to this in writing.
15.4 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.5 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
15.7 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.
15.8 Complaints. If you have any complaints about the services, please contact us using the details shown at clause 2 above.
15.9 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, we are obliged to provide you with details of an alternative dispute resolution provider. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform: http://ec.europa.eu/odr
15.10 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
Schedule 1 – Acceptable Usage policy
Prohibited uses: You may use our website only for lawful purposes. You may not use our website:
· In any way that breaches any applicable local, national or international law or regulation.
· In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
· For the purpose of harming or attempting to harm minors in any way.
· To bully, insult, intimidate or humiliate any person.
· To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (below).
· To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
· To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree not to access without authority, interfere with, damage or disrupt any part of our site, any equipment or network on which our site is stored, any software used in the provision of our site, or any equipment or network or software owned or used by any third party.
Interactive services: We are under no obligation to oversee, monitor or moderate any interactive service (e.g. comments sections) we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a member in contravention of this policy, whether the service is moderated or not.
Content standards: Content must comply with the law applicable in England and Wales and in any country from which it is posted. Content must not:
· Be defamatory of any person.
· Be libellous.
· Be obscene, offensive, hateful or inflammatory.
· Bully, insult, intimidate or humiliate.
· [Promote sexually explicit material.]
· Include child sexual abuse material.
· Promote violence.
· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
· Infringe any copyright, database right, trade mark or other intellectual property right of any other person.
· Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
· Promote any illegal activity.
· Be in contempt of court.
· Be likely to harass, upset, embarrass, alarm or annoy any other person.
· Impersonate any person, or misrepresent your identity or affiliation with any person.
· Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
· Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
· [Contain any advertising or promote any services or web links to other sites.]
Schedule 2 – Model Cancellation Form for consumer customers
(Complete and return this form only if you wish to withdraw from the contract)
To FILMLIFE OPERATIONS LIMITED, of 3rd Floor Office, 207 Regent Street, London, England, W1B 3HH; Email: email@example.com
I/We [*] hereby give notice that I/We [*] cancel my/our [*] membership of the website www.filmlife.com and my/our [*] contract for the supply of services from you in respect of that membership.
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper):
[*] Delete as appropriate
© Crown copyright 2013.