Content Provider Agreement

OUTPOUR FILMS, INC.


CONTENT PROVIDER AGREEMENT

Outpour Films, Inc. (“Outpour Films”) is the owner and manager of the domain name and website located at www.OutpourFilms.com (“OutpourFilms.com”). It is the intent of Outpour Films to provide, through OutpourFilms.com, an internet based venue where amateur and student films can be viewed by the general public. In furtherance thereof, Outpour Films welcomes submission of amateur and student films and non-video work (“Content”) to OutpourFilms.com under certain terms and conditions, which include that all individuals and organizations supplying content to OutpourFilms.com (“Content Providers”) agree to the following Content Provider Agreement:

1. Legal Agreement

This Content Provider Agreement, as set forth in this document, applies to all individuals and organizations supplying content to OutpourFilms.com (“Content Providers”) and constitutes a binding, legal agreement (“Agreement”) between the Content Providers and Outpour Films. By using the OutpourFilms.com, you accept the terms and conditions described below, and you warrant and represent that you have the legal capacity to enter into this Agreement.

2. Introduction

Outpour Films’ Website is an online portal that serves to promote amateur and student based films and create an industry for amateur and student based films. OutpourFilms.com exists as a resource for amateur and student producers and publishers to distribute their works and for users to view those films. Outpour Films is a for profit company that derives financial benefit from, among others, the advertising and use of OutpourFilms.com.

Content Provider Agreement Terms

3. Content License

As a Content Provider distributing your work through the OutpourFilms.com, you retain your copyright in the Content. You do, however, grant Outpour Films the perpetual, unlimited, royalty-free license and right to post, display, copy, sell advertising attached to/related to/associated with the Content on the Website and distribute that Content in any manner that Outpour Films sees fit, without obligation or liability to you, even if Outpour Films derives income or profit from doing so. Outpour Films also reserves the license and right to excerpt your Content for use in marketing materials, providing that we credit you and/or the original author, and to make minor modifications to the Content for technical or editorial reasons. This will include Outpour Films’ right to offer free samples of the Content. Outpour Films also reserves the right to make limited, royalty-free copies of Content for the purposes of marketing and promotion such as the demonstration of system capabilities to potential Content Providers, investors and partners.

As Content Provider to Outpour Films, you own all non-video content that you submit to the Outpourfilms.com. You grant Outpour Films and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your non-video content. In addition, you waive any so called “moral rights” in your non-video content. You further grant all users of the Outpourfilms.com permission to view you non-video content for their personal, non-commercial purposes. If you make suggestions to Outpourfilms.com on improving or adding new features to the Outpourfilms.com, Outpour Films shall have the right to use your suggestions without any compensation to you.

Outpour Films reserves the right to limit downloads and/or streams of such content or remove content entirely due to cost associated with hosting, indexing and displaying such content. In addition, Outpour Films reserves the right to display advertising before, during, after or in conjunction with the distribution of Content that is freely available.

As a Content Provider to Outpour Films, you understand, consent to and accept that the Content you provide will be rated by Outpour Films and visitors to OutpourFilms.com who view the Content on OutpourFilms.com and those ratings will be posted for the public to view and for partners of Outpour Films to consider. Outpour Films agrees to act in good faith to maintain the accuracy and truthfulness of any ratings posted to or shown on OutpourFilms.com, but you understand that Outpour Films is under no obligation to prevent malicious or bad faith ratings or comments posted to OutpourFilms.com by of visitors to OutpourFilms.com and you agree that Outpour Films shall have no liability to you or others as a result of the same. Accordingly, in exchange for the right to be a Content Provider, you waive any claims whatsoever resulting from such ratings or comments and you agree to indemnify and hold Outpour Films harmless from any such claims.

As a Content Provider distributing Content through OutpourFilms.com, you represent and warrant that the Content:

  • 1. Is owned by you, or to the extent owned by someone else, that you have obtained that party's express permission to provide the Content to OutpourFilms.com and Outpour Films for use, copying and distribution under the license in this Agreement;
  • 2. Does not violate any copyright, trademark, trade secret or other intellectual property right;
  • 3. Does not invade any individual's right of privacy or publicity;
  • 4. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable,
  • 5. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
  • 6. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or OutpourFilms.com Content Use Agreement and Terms of Service or Privacy Policy (which are incorporated herein by this reference as though fully set forth) or other policy;
  • 6. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or OutpourFilms.com Content Use Agreement and Terms of Service or Privacy Policy (which are incorporated herein by this reference as though fully set forth) or other policy;
  • 7. Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;

That if any of the above representations and warranties set forth directly above are not true, that you will indemnify Outpour Films for any breaches or misrepresentations, takings or misappropriations, infringement or piracy of the Content, including any and all damages, attorney's fees and other expenses related to any such misrepresentation or breach of warranty.

To the best of your knowledge, all purported factual information in the Content you upload is true and accurate, and the use of any information in the Content will not result in personal injury to any user of OutpourFilms.com. Content Providers are prohibited from using OutpourFilms.com to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, Outpour Films cannot guarantee the accuracy, integrity or quality of Content.

Outpour Films maintains high editorial standard for Content submitted to the OutpourFilms.com and the standard is solely Outpour Films’ discretion. Outpour Films reserves the right to remove or refrain from publishing any content for any reason in Outpour Films’ sole discretion. Content Providers consent to the removal or the refusal to publish their Content submission by Outpour Films for any reason or no reason.

You further grant all users of the Outpourfilms.com permission to view your Content for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the Content solely to the extent necessary to view the Content. The foregoing licenses are in addition to any license you may decide to grant.

The above licenses will continue unless and until you remove your Content from the Outpourfilms.com, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purpose will continue indefinitely. Please note that removed videos may be cached in search engine indices after removal and that Outpour Films has no control over such caching

4. Indemnification

You will indemnify, defend, and hold harmless Outpour Films and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (ii) arise from your activities on the Outpour Films Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Outpour Films violates any law or infringes any third party right, including any intellectual property or privacy right.

5. Removing Content and/or Terminating Agreement

You can remove Content from OutpourFilms.com if you no longer wish to publish it through Outpourfilms.com with thirty (30) days advance written notice. The exceptions to your ability to remove Content are as follows:

  • 1. Content retained in our archives to the extent required by our data backup systems.
  • 2. Content that has been committed to third parties, such as advertisers, to be available for viewing through OutpourFilms.com for a certain period of time.

Outpour Films does not retain any residual rights to removed Content other than those outlined above.

If you choose to terminate your Agreement, the terms above regarding the status of your Content remain applicable.

6. International Content Providers

Outpour Films makes no representation that material on OutpourFilms.com is appropriate or available at locations outside of the United States. Content Providers may not use OutpourFilms.com or export the contents in violation of U.S. export regulations. If you access OutpourFilms.com from a location outside of the United States, you are responsible for compliance with all applicable local laws.

7. Operation of OutpourFilms.com

Outpour Films may at its discretion suspend or terminate operation of OutpourFilms.com for maintenance or other reasons. In addition, for maintenance reasons, because of technical issues or for other reasons Outpour Films may make OutpourFilms.com unavailable from time to time. Outpour Films makes no commitment, warranty or guarantee that OutpourFilms.com will operate in a timely, uninterrupted or error-free manner.

Outpour Films may also in its discretion modify the features, availability, operation and/or look and feel of OutpourFilms.com from time to time without notice to our Content Providers. Further, Outpour Films reserves the right to add or remove available services or uses of OutpourFilms.com. As noted above, Outpour Films will remove Content or users we deem to be in violation of our Terms of Use, Rules of Conduct, Privacy Policy or other policies, which Outpour Films reserves the right to amend from time to time.

8. Disclaimers

OutpourFilms.com and all software, services, information, materials, forums, tools and Content provided or offered on OutpourFilms.com are provided or offered by Outpour Films and its third-party licensors and content providers on an “as-is,” “as-available” basis, without representation or warranty of any kind by Outpour Films, including but not limited to the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the prior statement, Outpour Films cannot vouch for the quality, accuracy, or completeness of any Content or information sold or provided through OutpourFilms.com.

9. Limitation of Liability

In no event shall Outpour Films or any of its officers, employees, directors, affiliates, agents or third-party licensors and content providers be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of OutpourFilms.com, Content on OutpourFilms.com, or any transaction or submission entered hereunder, whether in contract, tort or otherwise, even if Outpour Films or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. Any action or submission under this Agreement must be commenced within one (1) year after such cause of action occurs.

10. Proprietary Rights

Outpour Films is the owner of all intellectual property rights, including all copyright, patents, and trademarks, associated with OutpourFilms.com, including all associated software, text, graphics, and logos, but exclusive of content provided by third parties, which are owned by the licensors of such content. In addition, the overall look and feel and the compilation of all materials and content on OutpourFilms.com are owned by Outpour Films. Content Provider agrees not to modify, copy, distribute or reverse engineer any of the software included on OutpourFilms.com. Outpour Films, and its third-party licensors if applicable, reserve all rights not expressly granted in this Agreement.

11. Miscellaneous Legal Information

This Agreement is binding. No amendments or modifications may be made except as set forth in the Agreement and Amendments section below or in a written document, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right. This Content Provider Agreement and all rights appurtenant hereto shall be fully transferable or assignable by Outpour Films, in whole or in part, by operation of law, by virtue of an acquisition or merger of Outpour Films, or otherwise, without any consent of Content Provider. Outpour Films, without any additional notice or consent on the part of Content Provider, may enter into any agency or sub-distribution/publication/production or super-distribution/publication/production agreements with respect to the Content or other materials of Content Provider. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto.

Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

This Agreement is governed by the laws of the State of North Carolina, without regard to its choice of law provisions. The parties agree that any dispute involving OutpourFilms.com related to this Agreement or OutpourFilms.com that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be Charlotte, North Carolina. The arbitration shall be conducted by a single arbitrator with experience in computer/technology matters and in the publishing industry. The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.

Each party shall be excused from performance and shall not be liable for any delay caused by the occurrence of any contingency beyond the reasonable control either of the excused party or its subcontractors or suppliers, except for obligations to make payments hereunder. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, accident, fire, explosion, flood, severe weather or other act of God. This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.

12. Term

This Agreement is effective until terminated. Outpour Films may terminate or suspend this Agreement immediately if in Outpour Films' sole judgment Content Provider breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment (if any), disclaimers, limitation of liability, indemnification, confidentiality, and proprietary rights shall survive termination or expiration of this Agreement.

13. Agreement and Amendments

Through this Agreement you are indicating that you have the full power and authority to enter into and perform in accordance with the terms of this Agreement. You also agree that this Agreement is a legal, valid and binding obligation, and that its terms and conditions can be enforced. Outpour Films encourages you to print and keep a copy for reference.

Outpour Films may change the terms in this Agreement from time to time. When the terms are changed, Outpour Films will make a posting on OutpourFilms.com regarding the change. You agree to review the terms of this Agreement from time to time. If you do not agree to be bound by any future changes, you should promptly notify Outpour Films and discontinue your use of OutpourFilms.com. If you use OutpourFilms.com after Outpour Films has posted a change to these terms on OutpourFilms.com, you are agreeing to be bound by all of the changes.

14. References

References and use of the monikers “Outpour Films, Inc.,” “Outpour Films” and/or “OutpourFilms.com” shall be deemed interchangeable and the use of one or the other within this agreement shall not prejudice or otherwise affect the spirit of this Agreement as between the Content Provider an Outpour Films, Inc. for the use of the website OutpourFilms.com owned and operated by Outpour Films, Inc.

By clicking in the space marked “I Agree” below, you hereby irrevocably and unconditionally agree to all of the foregoing terms and conditions relating to your contribution of Content to OutpourFilms.com.