Terms and Conditions of Purchase of Motion Picture Digital Frames (“Frames”) of a film to be produced and tentatively entitled “The Fatal Agreement” (the “Film”)
Must be agreed to prior to purchasing digital frames.
This agreement is between VARCOM LLC, (“Producer” or “Us” or “Our” or “We”) and yourself (“you” or “your”) as a buyer for the designated number of Digital Frames of the Film as indicated in your purchase order completed by you and sent to Producer. The Producer reserves the right to accept and reject any or all purchase orders at its discretion and for any reason whatsoever. If your purchase order is refused you will not incur any costs and any advances by you will be returned promptly.
Purchase of Digital Frame(s): The purchase price is (US) $20.00 per Digital Frame. The purchase price is reimbursable if the Film has not commenced principal photography by December 31, 2011, and in such case, the Producer shall only be liable to return to you the balance of the funds available at that time after payment of the costs incurred for the development, pre-production costs of the Film and this website (the “Website”). Funds must be fully received and cleared before you have any rights to the Digital Frame(s)s.
Ownership: When you buy a Digital Frame you will own only the physical disc of one (1) print copy of such Frame and you will not own any of the intellectual property or underlying rights to the content of the Digital Frame, the Film, or its screenplay. The Producer reserves any and all rights to the Film, including but not limited to, the exclusive copyright as well as any and all rights to reproduce, exploit or distribute the Film or any part thereof. You are only granted a limited non-transferable right to view the Digital Frames for your own personal use thereto and you do not have the right at any time to copy, reproduce, exploit or distribute the Digital Frames in any manner whatsoever. The acquisition of Frames hereunder is only for personal, recreational non-commercial purposes and only constitutes a transfer of the physical disc. The images on the disc may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent of the Producer, which may be withheld in our sole discretion.
Screen Credit / Privacy Policy: In the event that you do not opt out of the screen credit option, the Producer shall use reasonable business efforts to grant you a shared credit on screen by having your name appear at the end of the Film. Size, placement, appearance and all other aspects of credit are at Producer’s sole discretion and any breach herein of this credit undertaking shall not be deemed to be a breach of this agreement.
Please be advised that the Producer will be collecting personal information about you and may disclose certain information to other co-producers or persons involved in the production, distribution and/or exploitation of the Film, including government bodies and agencies, financial institutions, accounting firms, financial advisors and/or insurers. You are advised to review the privacy policy. To opt out of the screen credit option you must notify the producer by certified mail and receive a confirmation from the producer that we have received your desire to not be listed in the credits of the film.
Postal Delivery Option or Lease Option: Once the Digital Frames have been processed and the Film has been produced and commercially released, you will be entitled to either: (i) request the physical disc delivery of the Digital Frame or Frames purchased (the “Postal Delivery Option”); or (ii) lease the Frame or Frames purchased back to the Producer (the “Lease Option”), on an exclusive basis, for the full term of the worldwide copyright in all media and formats. In the event you select the Postal Delivery Option, you will be delivered a physical disc of one (1) print copy of the number of Frames purchased in the Film and you will only be entitled to the private use thereof.
Net Profits: The “Net Profit” shall mean the revenues actually received by the Producer from the sale and distribution of the Film, after payment of all the production and all other costs associated with the Film. As a result, Net Profits shall be allocated as follows: first, to the owners of the Digital Frames in proportion to number of Digital Frames owned. If you select the Lease Option, the Producer will not deliver to you the physical disc of the Digital Frame or Digital Frames purchased. You will be choosing the lease option or rental option. With the lease option you choose to rent the Digital Frame or Digital Frames back to the producer and you will receive two times (2X’s) the remuneration of the digital frames that you purchased within one year of the film’s commercial release and profit. Please note the only guarantee the Producer makes is that we will make the completed film. We do not guarantee a profit of any kind. If the film does not make a profit you will still receive your digital frames and a DVD copy of the film.
Website: With respect to the website, you will not own any part of the website. When you purchase one or more Digital Frames you will be allowed to submit a still image and/or a comment about our film, film clip, and/or site which, upon approval, will then be published in our DVD viewer and/or in our credit roll page on the website. You shall only have the right to one image per person notwithstanding the number of Digital Frame(s) purchased. Producer will use reasonable business efforts to maintain the website for at least 5 years.
If your image and/or comment is approved and published on the website, no refunds, or exchanges or credits will be allowed. No obscene, offensive, or inappropriate images or comments will be accepted and Producer shall decide what is appropriate for the website. If you submit an image or comment that is rejected, you will have the opportunity to provide an alternative still or comment without any liabilities on the Producer’s part. Still images should be in jpeg, or .bmp format and should not exceed 640x480. Producer has the right to crop, resize and/or alter all submissions.
You agree to hold all ownership and copyrights to the image you submit. You agree that IWantThisMovie.com is not responsible for images submitted by you and you take all responsibility for legal copyright and ownership of any image that you submit. You also understand that there is the potential for occasional downtime for site maintenance but the Producer will use reasonable efforts to keep them to a minimum.
Once you have ordered Digital Frame(s) and the funds have cleared Producer’s Pay Pal or bank account, Producer will send you an email requesting your image and/or comments. Producer will attempt to have your image up and posted within 96 hours. We do not allow links or email addresses to be posted on our site; however we do allow for your comments about our film, film clip or site. Producer has the final decision on whether or not your comments are appropriate for the IWantThisMovie.com website.
Successors: This agreement is binding on you and your successors. You do not have any right to transfer or assign the Digital Frames or any rights thereto to a third party.
Waiver: You waive and renounce to all equitable rights and remedies including the right to any injunction, garnishments and seizures of the Film. You also agree that the only remedy you shall have is a right to claim monetary damages in the event of a breach or default of the Producer to any of the terms herein and shall have no right to stop the exhibition, exploitation or distribution of the Film in any manner whatsoever. You also agree that you shall not have the right of rescission or termination of the lease of the Frames and that if the lease is ever terminated for any reason, you shall only be entitled to receive your Digital Frame(s) and the rental, if any, owing to you up to the time of termination. This is not an offer or solicitation for any security or share of any company, entity or partnership or any securities in accordance with any securities legislation anywhere. No representation of any profit or receipts is being made by the producer and the purchase is of a physical digital frame to be delivered on a media disc only. Any rentals or receipts are purely speculative without any guarantee or representation made by any person. There is no covenant, representation or guarantee that the Film even if produced will ever be commercially released in any market or media by any person or entity hereto.
Indemnity: You agree to defend, indemnify and hold harmless us, our affiliates, parent
corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your violation of any term of this Agreement; or (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and your use of the IWantThisMovie.com Website.
IN NO EVENT SHALL PRODUCER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACQUISITION OR POSSESSION OF ANY DIGITAL FRAME, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE PRODUCER SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Others: Those who are not residents of the United States and who access or use the
IWantThisMovie.com from other jurisdictions do so at their own volition and are
responsible for compliance with local law (including without limitation in respect of tax and securities compliance).
This Agreement and all related matters are governed solely by the laws of the United States of America and applicable federal laws of the USA, excluding any rules of private
international law or the conflict of laws which would lead to the application of any other laws. Any dispute relating to this Agreement or any related matters must be resolved before the Courts of LaPorte County, Indiana, USA, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in the State of Indiana irrespective of any such dispute or matter. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any and all remaining provisions.
The provisions of this Agreement will enure to the benefit of and be binding upon you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign or transfer this Agreement. Producer may assign this Agreement and its rights and obligations under this Agreement without your consent.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.