TERMS OF SERVICES
Last Updated: February 20, 2015
I. Summary of Service
Seed&Spark provides a platform to:
Connect filmmakers to the tools they need to create and show a film, including funding, making, marketing, distributing and showing.
Connect audiences to films they want to watch.
We help filmmakers (“Project Owners”) raise money for their film projects (“Projects’) using a tool called the “WishList.” Seed&Spark’s crowdfunding tool works like a wedding registry for film production. Project Owners can pick items from our large database or add their own custom items. They must select the price per unit and the quantity, and they must offer non-monetary incentives to contributors (“Supporters”) in the form of thank yous, credits, posters, items or experiences – among other things. Supporters can contribute cash to the Project and/or can loan or gift items to the Project Owner. The Supporter is then entitled to the incentive reward offered by the Project Owner as well as rewards points called “SPARKS” from Seed&Spark, which can be used to view completed films on the platform. Project owners can also post for “cast and crew needed,” and film professionals can apply for those positions. Seed&Spark offers digital distribution for completed films. All Users of the Site can take any kind of action on the Site, including starting a Project, funding a Project, following a Project (or un-following), following other Users (or un-following), watching a movie and distributing a movie, and earning “SPARKS” and badges. Users can sign up for one-click payments to contribute or to watch movies and charge directly to a credit card.
Once a User registers and builds out a User Profile, some of their information will be viewable by the public: Name, location (city only), short bio, movie preferences, and Seed&Spark stats, including how much they’ve contributed, how much they’ve raised, how many SPARKS they’ve earned, and badges they’ve earned from the Site. The User Profile will also show what movies they are following and contributing to. If they make their movie playlists public, the public will also be able to see the movies a User has watched or recommended. If the User has followers, his or her followers will receive email and/or site notifications when the User follows, funds, watches or recommends films or when the User Submits any Content to the Site.
The Service makes accessible various content, including, but not limited to, videos, movie trailers, completed films, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, Projects, blog posts and other material and information, and associated trademarks and copyrightable works (collectively, “Content”). Project Owners, Supporters and other visitors to and users of the Service (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible ("Submit") Content. “User Submissions” means any Content Submitted by Users.
II. Acceptance of Terms
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old and of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access and/or use the Service is revoked in those jurisdictions.
IV. Ownership of Site and Service
You agree that Seed&Spark owns and shall own all right, title and interest, throughout the world, in and to the Site and Service, and all copyrights, trade secrets, trademarks, service marks, trade dress rights, patent and invention rights, and other intellectual property rights associated therewith. The software that makes up the Site and Service is copyrighted and protected under the United States copyright laws as well as international treaty provisions the United States has entered into as well as by valuable trade secret rights of Seed&Spark. You further acknowledge and agree that nothing in this Agreement and no use of the Service shall cause to vest or be construed to vest in you any right, title or interest in or to the Service other than the express right to use the Service solely in accordance with the terms and conditions of this Agreement and any other applicable terms and conditions. Any rights not expressly granted herein are reserved to Seed&Spark.
V. General Rules and Conduct
infringes any patent, trademark, service mark, trade secret, copyright, right of publicity, privacy right or other right of any other person or entity, or violates any applicable law or contract;
is false, misleading, or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
impersonates any person or entity, including any employee or representative of the Company.
Additionally, you agree not to and shall not:
take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure;
interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
use any network monitoring or discovery software to determine the Site’s architecture, or to extract information about usage or users;
bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);
use any Company-owned mark or product name as a meta-tag or other ‘hidden text’ for search engines in a manner that does not inure to the benefit of Seed&Spark;
run Maillist, Listserv, or any form of auto-responder or "spam" on the Service; or
use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You agree not to and shall not directly or indirectly:
decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction and/or to the extent any such source code is open source;
modify, translate, or otherwise create derivative works of any part of the Service; or
copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Project; (ii) remove any Content, including, but not limited to, any User Submission; and (ii) remove or block any User or User Submission. Seed&Spark reserves the right not to comment on the reasons for any of these actions.
You shall not use as a User ID, domain name, or Project name any name or term that
is the name of another person, with the intent to impersonate that person;
is subject to any rights of another person, without appropriate authorization; or
is otherwise offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, domain name, and Project name.
You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach. You may use your settings to control your User Profile and how other Users communicate with you. By providing Seed&Spark your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers.
VII. Projects and Commerce
A. Project Owners: Starting a Project & Distributing a Film
1. Starting a Project:
This means you are initiating the process of fundraising for your Project. You must fill out the launch forms on the Site and submit them to Seed&Spark for approval. Approval is based on answers to the questions in the forms, including incentives offered for the Project’s Supporters, a clear reason why the Project is being made, an absence of pornography or excessively graphic violence, and a clear production schedule. Approval or disapproval of a proposed Project is in the sole discretion of Seed&Spark, and Seed&Spark will incur no liability in connection with the approval or disapproval of any proposed Project, and you agree to and shall indemnify and hold Seed&Spark harmless for any and all liability and/or damage incurred by it (including reasonable attorneys’ fees and costs) resulting from such approval or disapproval.
2. Project approved:
Once the Project is approved, the Project Owner can build the Project’s WishList and Project Profile. The Project Owner can add items to the WishList at any time, but can only remove items with the approval of Seed&Spark, unless the request for the item has been filled. A Project Owner must provide and maintain throughout the course of its Project a valid email address, so that Seed&Spark and Supporters can contact the Project Owner, and you hereby agree to receive emails from Company and be responsive to same. Further, Company may provide to Project Owner a new email address tied to the Project and your use of the Services related thereto, which you hereby accept. A Project Owner cannot change the name of its Project without the approval of Seed&Spark. A Project Owner selects a 30, 45 or 60 day fundraising period. No funds will be released until 7 business days after the end of the fundraising period, and then only if the funds contributed to the Project are at least 80% of its target amount. (“GreenLight” status). Successful crowdfunding (crowdfunding campaigns that end in a GreenLight) guarantees distribution on Seed&Spark’s non-exclusive streaming distribution platform. You agree that as part of the Service, the Company may utilize and promote location-based services with respect to the Project, if and as applicable.
Distributing a Film:
Once a film is completed, a Project Owner can elect to distribute their film on Seed&Spark’s streaming platform or, at Seed&Spark’s sole election and subject to Project Owner’s agreement to all Company-required agreements, terms, and conditions, through one or more of Company’s distribution channels (including without limitation the revenue splits and payment terms associated therewith, which may differ from such terms as provided for herein). Seed&Spark will pass through to the Project Owner 80% of the distribution revenue (the other 20% being Seed&Spark’s fee), less charges for credit card reimbursement, except with respect to “SPARKS views,” which are free of charge to the viewer. However, with respect to SPARKS views, Seed&Spark will pay to the Project Owner 20% of the view price. Project Owners may decide how many SPARKS views they will allow of their film, with a minimum of 20 per film. For the select group of FOUNDING FILMMAKERS, selected and agreed upon with Seed&Spark beforehand but in Seed&Spark’s ultimate sole discretion, Seed&Spark will pass through 100% of the distribution revenue, less charges for credit card reimbursement. The minimum number of Sparks views for Founding Filmmaker films is 50. The same payment for Sparks views applies.
If accepted to distribute on Seed&Spark, your film may be eligible to be included in a “Conversation” or slate of films organized by an expert curator around a theme or topic. Inclusion in “Conversations” is entirely at Seed&Spark’s discretion as the platform and curator.
1. Project Owners acknowledge and agree that funds, loans and gifts of goods and services contributed by Supporters (referred to as “contributions”) will only be released to them if the Project has received contributions of eighty percent (80%) of the funds sought. If the Project does not receive contributions of 80% of the funds sought by the fundraising deadline, Seed&Spark will refund the Supporters’ credit cards and no funds will be released to the Project Owner.
2. Project Owners should not take any action in reliance on having the money contributed until they have received contributions of 80% or more of the target amount, and are certain they will have the ability to withdraw and spend the money. Because of occasional failures of payments from Supporters, Seed&Spark cannot and does not guarantee receipt of any amount(s) contributed. Seed&Spark is not responsible nor liable for the failure of a Supporter to pay any amount contributed to a Project.
3. Project Owners are required to fulfill in a timely manner the incentive rewards promised in their WishList, if their fundraising is successful. Project Owners will make a good faith attempt to fulfill each incentive reward by its Estimated Delivery Date. If a Project Owner cannot fulfill an incentive reward, the Project Owner must promptly and fully refund any money contributed by any Supporter whose reward they do not or cannot fulfill, including any fee deducted by Seed&Spark (for which, once earned, Seed&Spark shall never be liable to Project Owner and/or Supporter). Project Owners may cancel or refund a Supporter’s contribution at any time and for any reason, and if they do so, are not required to fulfill the incentive reward. If a Project Owner cancels or refunds a Supporter’s contribution, or cancels a Project after he or she has received the funds, the Project Owner must promptly and fully refund any money contributed by any Supporters, including any fee deducted by Seed&Spark. Seed&Spark is not obligated to refund its fee to a Supporter once funds have been released to the Project Owner. Any incentive reward offered must be lawful under all applicable laws, including without limitation state and federal securities laws, and compliance with same is the sole responsibility of Project Owner in every instance. Seed&Spark makes no representation of any kind to Project Owner, any Supporter, or otherwise, that an incentive reward is lawful and/or compliant as required under any law, rule, and/or regulation, and Project Owner hereby releases, indemnifies, and holds Seed&Spark harmless from failure of such compliance regardless of fault.
4. Project Owners may designate a legal entity to which funds will be directed, and any such entity will be included in the definition of Project Owner as used herein. By providing the name of any such entity to Seed&Spark, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the terms of this Agreement, that such entity is the legal entity responsible for the Project and accountable for the use of any funds raised for the Project on the Site, and that you accept this Agreement on such entity's behalf.
5. Seed&Spark may designate a payment processor (the “Processor”) to receive contributions and distribute funds to Project Owner. Seed&Spark may act in the capacity of Processor and/or may hold funds in an account in its name for the benefit of the Project Owner and/or Supporter, in its sole discretion. In the event Seed&Spark elects to hold funds in an account in its name, any funds charged to a Supporter’s credit card but not released to a Project Owner will be held for the benefit of the Supporter and/or Project Owner until the “GreenLight” funding amount is met, at which point the funds will be released to the Project Owner. Seed&Spark reserves the right to designate a third-party Processor. If the Processor is a third party other than Seed&Spark, Seed&Spark shall have no liability for transactions or interactions with such third-party Processor.
6. All contributions paid to a Project Owner will constitute "Project Funding," and the Seed&Spark fee and all other Project Funding requirements will apply. Seed&Spark is not responsible for any error or omission in the payment information provided by a Project Owner. If fundraising is successful, Project Funding, less Seed&Spark’s fee and any third-party processing fees, will be disbursed to the Project Owner's bank account according to the Project's disbursement details (as set by Project Owner in the Funding section of the Project Profile). All necessary fund transfers will be made by check or wire transfer. Additional fees may apply to wire transfers, which fees will be the sole responsibility of Project Owner and deducted from the Project Funding payment.
7. Project Owners’ representations regarding their production schedule and distribution plan will be made in good faith and Project Owners will use commercially reasonable best efforts to ensure accuracy and maintenance of their proposed schedule. Project Owners agree to post periodic updates regarding the status of the Project, including any changes or delays in the production schedule or the delivery date of incentive awards.
8. If a Project is successfully funded using Seed&Spark’s platform and tools, Project Owner is required to produce the film substantially as represented in their Project Profile on the Site. Failure to do so, however, shall not result in any liability to Seed&Spark, and Project Owner agrees to and shall be solely responsible for and indemnifies Seed&Spark against any and all damages resulting from such failure.
9. If a Project is successfully funded using Seed&Spark’s platform and tools, Project Owner agrees to and shall acknowledge Seed&Spark by including the Seed&Spark name and logo in the credits of the completed Project, in accordance with the specifications provided on the Site.
10. If a Project Owner posts jobs for its Project on its WishList, all representations regarding the estimated length of the shoot, job requirements, job description and any other details regarding the job shall be made in good faith and the Project Owner shall use commercially reasonable best efforts to ensure compliance with such representations. Project Owner shall not knowingly make any false representations regarding the proposed compensation or services required. Project Owner agrees to be in full compliance with any and all labor laws and minimum wage requirements with respect to any jobs posted with respect to the applicable Project, and forever releases Seed&Spark from any and all liability with respect to any failure to so comply and fully indemnifies Seed&Spark against any and all liability and/or damages (including attorneys’ fees) the Company incurs regarding same.
11. Any Project Funding payments may be subject to verification of the identity of the Project Owner, the use of funds, and the timeline of the Project. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in Seed&Spark’s sole discretion. Project Owner agrees that Project Funding may only be used on behalf of the Project, and that Project Funding will not be used for any other purpose. You agree that if at any time while a fundraising period is open or within thirty (30) days after the close of a fundraising period, Seed&Spark makes a good faith determination that the identity of the Project Owner or the timeline of the Project are not as represented on the Site or in the Project Profile, or that the Project Funding has not been used solely on behalf of the Project, the Project Owner will promptly refund the entire amount of Project Funding to the Supporters, including any fee deducted by Seed&Spark. Seed&Spark may change the rules regarding fundraising at any time. If you do not accept a change we make to the fundraising rules, your sole remedy shall be to terminate your Project.
12. Project Owner shall have full responsibility for applicable taxes for all Project Funding paid under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. Project Owner agrees to indemnify, defend and hold harmless Seed&Spark from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Seed&Spark by the relevant taxing authorities with respect to any Project Funding paid to you.
14. Seed&Spark makes no guarantee regarding the number or amount of contributions, or the amount of any Project Funding payment to be made to you or the Project under this Agreement.
15. Seed&Spark reserves the right to cancel a contribution at any time and for any reason. Seed&Spark reserves the right to reject, cancel, interrupt, remove, or suspend a Project at any time and for any reason. Seed&Spark is not liable for any damages as a result of any of those actions.
16. Project Owners shall not distribute or post their completed film for viewing free of charge on the Internet or otherwise make their completed films available free of charge on the Internet.
17. By starting a Project, the Project Owner is offering the public the opportunity to enter into a contract with Project Owner to provide funding or other contributions to the Project. By being a Supporter, the Supporter accepts that offer and a contract between the Project Owner and the Supporter is formed. Seed&Spark is not a party to that agreement between the Project Owner and the Supporter.
B. Supporters: Contributing to Crowdfunding Campaigns
Seed&Spark provides you the opportunity to make contributions to any Project listed on our website. You can make contributions to as many Projects as you choose.
Contributions come in three categories:
Contribute cash towards a specific WishList Item
Make a cash contribution in any amount
Loan or gift an item or service from the WishList
Loans or gifts are brokered between the Supporter and the Project Owner, Seed&Spark is not responsible for the transaction in any way.
At the time a contribution is made, a Supporter’s credit card will be charged immediately and the funds will be held for the benefit of the Supporter and/or the Project Owner until the Project they are funding reaches 80% fulfillment of the Project’s funding goals. If a Supporter is donating cash, the Supporter will be asked upon checkout if they would like to add 5% to their donation to cover the Seed&Spark fees for the filmmaker. Seed&Spark does not warrant or guarantee the use of any Project Funding or the outcome of any Project and specifically disclaims any responsibility with respect to same.
If you contribute cash to a successful Project (a campaign that receives 80% or more of their WishList total value), transactions are non-refundable by Seed&Spark. These contributions are made at your sole risk and based on your sole discretion. You are responsible for determining whether a contribution is tax-deductible, and are advised to consult a tax professional; provided, however, that you fully understand and agree that your contribution may very well not be tax-deductible and that Seed&Spark makes no such determination or provides any guidance whatsoever with respect to same.
A Project Owner is not required to grant a Supporter’s request for a refund unless the Project Owner is unable or unwilling to fulfill the incentive reward or the Project Owner cancels the Project.
If you made a cash contribution or fund a WishList item of a Project campaign that is not successful (i.e. does not receive 80% or more of the funding goal within the Project campaign time period), your money will be refunded within three business days to the card or account used to make the contribution.
Making a contribution does not:
Give you any rights in or to that Project, including without limitation any ownership, control, equity, investment or distribution rights;
Give you any rights to limit the ability of the Project Owner to solicit other funding for the Project, enter into contracts for the Project, allocate rights in or to the Project or direct the Project or Project Owner in any way;
Give you rights to distribute, license, or otherwise screen the film except as agreed upon with the Project Owner;
Give you any rights to restrict or otherwise limit Seed&Spark's right to enter into agreements or business relationships relating to Projects, or provide you any rights in and to Seed&Spark, the Site and/or the Service. The only rights provided to you upon making a contribution are as specifically set forth herein and on the Site.
Seed&Spark does not guarantee that any Project's funding goals will be met. A Supporter is responsible for any due diligence they deem necessary to decide to make a contribution. Seed&Spark may at its sole discretion and judgment require the refund of contributions, but is under no obligation to do so for successful Projects. Supporter acknowledges and agrees that your contributions are between Supporter and the Project Owner, and that Seed&Spark is not responsible for contribution transactions (except to the extent of its 5% fee and if Seed&Spark is holding any funds as Processor), including without limitation any personal or payment information Supporter provides.
to provide their payment information at the time they contribute to a Project. The amount Supporters contribute is the amount they will be charged.
to authorize Seed&Spark or its payments partners to charge on Supporter’s payment card or other payment method for an amount up to the full contribution immediately upon making the contribution, or at any time between the contribution and collection of the funds.
to have sufficient funds or credit available at the funding deadline to ensure that the contribution will be immediately collectible.
Loans and gifts of Goods and Services
All loan and gift transaction are solely between the loaning or gifting User and the Project Owner.
Seed&Spark is not responsible for brokering a loan or gift transaction in any way, beyond putting the User in touch with the Project Owner.
The loaning or gifting User agrees that it will loan or gift the item as represented.
Seed&Spark will not be liable in any manner with respect to agreements or contributions to loan or gift items to a Project, nor with respect to any loaned or gifted items, including the condition of any such items.
Seed&Spark will not be liable for lost, stolen, destroyed or damaged items, or for loaned items that are otherwise not returned or returned in a condition other than as originally loaned.
Incentives offered by Project Owners for contributions of any kind to a Project are strictly between the Project owner and the Supporter. A Project Owner is not required to grant a Supporter’s request for a refund unless the Project Owner is unable or unwilling to fulfill the incentive reward or the Project Owner cancels the Project. For some incentive rewards, the Project Owner will need further information from Supporters, such as a mailing address or t-shirt size, to enable the Project Owner to deliver the incentive rewards. To receive the reward, Supporters agree to provide the reasonably requested information to the Project Owner and failure to do so in a timely manner will release Project Owner from the obligation to deliver such incentive awards without any obligation to return the contribution.
Seed&Spark does not represent, warrant or guarantee:
Incentives will be delivered
Incentives will be satisfactory to you
The use of contributions (even when a supporter chooses to fund a WishList item) or the outcome of the campaign.
What happens when you Support a Project:
You automatically become a “follower” and will receive updates via email notification from the Project Owner. You can opt-out of these updates in your Notification Settings in your profile.
The project will appear under the “Movies I’m Making” section of your user profile.
You will earn Sparks for your support and as the project achieves funding milestones.
You can opt to support a Project anonymously (except in the case of loans or gifts) in which case the Project will not appear on your profile and your contribution will be listed as “Anonymous.” The funding amount will still appear in your user profile.
Seed&Spark provides to the Project Owner each Supporter’s User ID and contribution amount.
Seed&Spark makes no representations regarding the deductibility of any contribution for tax purposes. Supporters are advised to consult your tax advisor for more information.
C. Cast and Crew
A User who wishes to become a member of the cast and/or crew of a Project may fill out the form provided by the Service, and upload a resume, which will generate an email to the Project Owner.
Any such User represents and warrants that all of the information provided in the Cast and Crew form and his or her resume is true correct and complete, and that the User will not make any knowingly false representations or promises to the Project Owner.
All transactions and dealings between Cast and Crew applicants and Project Owners will be solely between those parties and Seed&Spark will have no involvement or liability with respect to such applications or relationships.
Seed&Spark will not be liable in any manner with respect to agreements or disputes between Cast and Crew applicants and Project Owners, and Project Owner hereby indemnifies and holds Seed&Spark harmless from any and all liability and/or damages incurred by Seed&Spark (including reasonable attorneys’ fees) with respect to same.
D. Sponsored WishList Items. Companies, individuals or other vendors (a “Sponsoring User”) may be allowed to sponsor WishList items (“Sponsored WishList Items”) if agreed between the Sponsoring User and the Company. Sponsored WishList Items will appear on the Site with the name and/or branding of the Sponsoring User, and may consist of goods, services or rentals. The Sponsoring User may offer a discount, add-on or other accommodation to Project Owners in connection with the Sponsored WishList Item, as agreed between the Sponsoring User and the Company. If a Sponsored WishList Item is selected by a Project Owner and the Project is funded, the Project Owner agrees to abide by the terms and conditions imposed by the Sponsoring User, including without limitation the right of the Sponsoring User to decline to provide the Sponsored WishList Item to any Project Owner as it deems fit. Project Owners and Supporters understand and agree that their agreement to additional terms and conditions may be required in order to receive the benefit(s) offered by Sponsored WishList Items, and that additional steps may be required in order to receive such benefit(s), for which Seed&Spark shall not be responsible or liable in any event. The Sponsoring User and Project Owner acknowledge and agree that Seed&Spark is not responsible for brokering the transaction between them, and that all transactions and dealings between the Sponsoring User and Project Owner will be solely between those parties and Seed&Spark will have no involvement or liability with respect to such relationships. Seed&Spark will not be liable in any manner with respect to agreements or disputes between Sponsoring Users and Project Owners, and Project Owner hereby indemnifies and holds Seed&Spark harmless from any and all liability and/or damages incurred by Seed&Spark (including reasonable attorneys’ fees) with respect to same. Seed&Spark will not be liable in any manner with respect to Sponsored WishList Items, including the condition of any such items, the quality of any services provided, or the failure to provide any items or services. Among other things, Seed&Spark will not be liable for lost, stolen, destroyed or damaged items, or for loaned or rented items that are otherwise not returned or returned in a condition other than as originally loaned or rented.
A viewer can either redeem SPARKS to watch movies, or can pay by credit card. A viewer does not need to be registered but is still subject to the terms and conditions of this agreement. Viewers can also enable one-click billing and watch movies at will.
The Project Owner grants to each viewer a worldwide, non-exclusive, non-sublicensable and non-transferable license to view their film solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any film for other than personal, non-commercial use, including any public display of any film using the Service, is strictly prohibited without prior written permission from the Project Owner and/or from any other copyright holder. Seed&Spark hereby disclaims any and all liability for any failure by a viewer to abide by the foregoing and Project Owner hereby forever releases Seed&Spark from any and all liability and/or damage(s) resulting from or related to any viewer’s breach of the foregoing, and indemnifies and holds Seed&Spark harmless from same.
There are many User behaviors for which a User will earn SPARKS:
Signing up for a user account
building a complete profile,
sharing Projects on their social networks,
Posting or commenting on an update or Bright Ideas article
The above all have varying “SPARKS” rewards and such rewards may and need not be consistent. SPARKS rewards, once awarded, go into a SPARKS account for the applicable User, and they can be redeemed to watch movies in the “Cinema.” SPARKS have no cash value. SPARKS can only be redeemed to watch completed films on the Site, or for discounts with our partners as available on the “Sparks” page (and viewable only by logged-in users), and are non-transferrable. Company may decide at any time and without notice to alter, modify, change, or remove the SPARKS rewards program in its sole discretion.
G. Hold Harmless; Indemnification
VIII. Fees and Payments
Joining Seed&Spark is free. However, we do charge fees for certain services. When you use a service that has a fee you will have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service. To the extent the Service or any portion thereof is made available for any fee, you will be required to provide Seed&Spark information regarding your credit card or other payment instrument. You represent and warrant to Seed&Spark that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Failure to comply with these payment provisions shall in no way relieve you of your payment obligations to Seed&Spark.
Once funding for a Project is successful, Seed&Spark will remove its fees before transmitting a contribution to the Project Owner and you agree Seed&Spark has the unrestricted right to do so. Once the contribution is forwarded to the Project Owner, Seed&Spark shall have no liability or responsibility with respect to the use of such contribution. You hereby authorize Seed&Spark to bill your payment instrument in accordance with the terms of this Agreement and/or any other agreements, terms, and conditions to which you have agreed (including without limitation the terms and conditions agreed upon with respect to a Project that has requested and/or received fiscal sponsorship as contemplated herein), and you further agree to pay any charges so incurred.
IX. Third-Party Sites and Mobile Services
The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
When a User uploads a pitch video, movie trailer or other video images to the Site, it is automatically uploaded to the Seed&Spark Channel on YouTube. Users uploading any such Content to the Site or sharing video links from the Site acknowledge and agree that they are subject to and will abide by the terms, conditions and policies of YouTube available at www.youtube.com.
The Service may include certain services that are available via a mobile device, including (i) the ability to upload Content to the Service via a mobile device, (ii) the ability to browse the Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the ”Mobile Services“). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you understand that certain information about your usage of the Mobile Services may be communicated to us.
X. Content and License
You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.
The Company grants to each User of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without prior written permission from the Company, or from the copyright holder. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
XI. Intellectual Property of Users
By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:
Seed&Spark will not have any ownership rights over your User Submissions. However, the Company needs the following license and representations to perform and market the Service on your behalf and on behalf of its other Users and itself.
You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to)
use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, trade names, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) the Company’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites);
take whatever other action is required to perform and market the Service;
allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and
use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.
In addition, you represent and warrant to the Company the following:
You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.
You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.
You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Seed&Spark all of the license rights granted herein.
The use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
You will be truthful and accurate in all information you provide to the Company.
All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that Content originated.
The Company will not be liable for any errors or omissions in any Content.
The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service.
All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
By providing information and/or Content, you hereby agree that Seed&Spark may use such information as it deems appropriate, and you understand and acknowledge that such information (and other information gathered by Seed&Spark with respect to same) may be used, aggregated and/or displayed by Seed&Spark as it determines in its sole discretion, including without limitation on the Site’s “Total Transparency Dashboard” or otherwise.
In accordance with the Digital Millennium Copyright Act ("DMCA"), Seed&Spark has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Seed&Spark also may terminate User accounts even based on a single infringement or otherwise in Seed&Spark’s sole and unfettered discretion. You understand and agree that to be included in certain distribution platforms provided by Company (in Company’s sole discretion in each instance), you may be required to agree to additional terms and conditions. The Company has no obligation to include any Project in any such distribution platforms.
XII. Privacy and Security
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information and any Content or other information at your own risk, and you hereby release and forever discharge the Company from any and all liability with respect to any failure by Company to protect such information and/or Content unless such failure is due to the Company’s intentional misconduct.
XIII. Copyright Notifications
Seed&Spark will remove infringing materials in accordance with the DMCA if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Seed&Spark's Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, sufficient for Seed&Spark to locate the material;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify Seed&Spark’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
a physical or electronic signature of the user of the Services;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
the subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
Attn: Copyright Agent
460 Bush Street
San Francisco, CA 94108
XIV. Warranty Disclaimer
The Company has no special relationship with or fiduciary duty to you of any kind whatsoever and specifically disclaims any such duties. You acknowledge that the Company has no duty to take any action regarding any of the following: (i) which Users gain access to the Site; (ii) what Content Users access through the Site; (iii) what effects the Content may have on Users; (iv) how Users may interpret or use the Content; or (v) what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their Projects. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
NO SECURITIES OR EQUITY INVESTMENTS MAY BE SOLD THROUGH SEED&SPARK, AND SEED&SPARK DOES NOT AUTHORIZE THE OFFERING, SALE OR PURCHASE OF SECURITIES OR EQUITY INVESTMENTS THROUGH THE SITE.
XVI. Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
XVIII. Electronic Delivery, Notice Policy, and Your Consent
By using the Services, you consent to receive from Seed&Spark or its affiliates all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. Seed&Spark may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
XIX. Governing Law
These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the internal laws of the State of New York and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over Seed&Spark or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, managers, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.
XX. Integration and Severability
FISCAL SPONSORSHIP TERMS OF SERVICES
Last Updated: February 20, 2015
Company is a multi-faceted entity that, among other endeavors, provides funding facilitation to independent filmmakers and desires to so provide such services to filmmakers with and through fiscal sponsors; and
Company has arrangements with certain charitable, not-for-profit, and/or 501(c)(3) organizations (each a “Sponsor” or collectively, “Sponsors”) that offer, provide, or intend to provide fiscal sponsorship for certain Projects that plan to or are currently pursuing funding facilitation through Company.
Company may, at Company’s sole option and in Company’s sole discretion from time to time, make available certain Projects for fiscal sponsorship application with a Sponsor, which Projects shall each be subject at all times to both Company’s and the applicable Sponsor’s independent terms and conditions. Company understands and agrees that each Project made available to a Sponsor must complete Sponsor’s fiscal sponsorship application process and be approved for fiscal sponsorship, which process shall be in such Sponsor’s sole discretion pursuant to its policies, application procedures, and applicable laws, rules and regulations. Company may assist you with any such Project, whether related to Sponsor’s application process, providing support for such a Project, or otherwise; provided, however, that you understand and agree to be subject at all times to the terms and conditions of this Agreement and any Sponsor guidelines, rules, and/or requirements with respect to an applicable Project. In no instance, however, will Company be required by this Agreement or otherwise to continue to work on and/or support any Project. By accepting these terms, you agree not to and will not use the Company’s or Sponsor’s name, brand(s), and/or intellectual property of any kind or nature except as specifically allowed by Company and/or Sponsor, and in any event will never use same in a negative, disparaging or defamatory manner (regardless of the veracity or purported veracity of such use), which restriction shall extend to your owners, managers, employees, agents, and/or legal representatives.
3. Term; Acceptance of Terms
Your agreement to the terms and conditions provided for herein shall commence upon your acceptance of same by “checking-the-box” regarding fiscal sponsorship and/or however else the Company reasonably requires your agreement to such terms/conditions, and shall continue thereafter indefinitely (the “Term”). If you do not agree to the terms and conditions provided for herein, you shall not be allowed to participate with or in any Sponsor-affiliated Project through the Company.
4. Limited Agent
5. Independent Contractor
You understand and agree that other than the limited agent role specifically provided for in Section 4 above, the relationship of the Company and a Sponsor shall be that of independent contractor and not as an employee, agent, representative (legal or otherwise) of the other for any purpose whatsoever, and neither party is or shall be liable for any benefits, taxes, or any other payments and/or obligations of the other party. This Agreement shall not be deemed to create any relationship of partnership, joint venture, or other agency between you and the Company or any Sponsor, and you agree not to and shall not make any representation to such effect. You understand and agree that Company, as a service provider to each Project, accepts certain fees in connection with each such Project.
6. Disclaimers; Limitation of Liability; Indemnification
(A) Company hereby disclaims any and all responsibility, obligation and/or liability with respect to Sponsor’s fiscal sponsorship of each Project (if and as applicable), and you understand and agree that at all times during the Term, Sponsor is solely responsible for maintaining its non-profit status (including without limitation its 501(c)(3) status, if applicable); failure by Sponsor to so maintain such status shall in no event be Company’s responsibility and, to the extent you contribute to or have any involvement in such failure (by your use of the Service or otherwise), you hereby release and waive any and all claims you may have against Company pertaining to same.
(B) You understand and agree that Company is a for-profit entity and does not offer fiscal sponsorship as part of its services, and if you choose to be associated with a Project that is fiscally sponsored or otherwise associated with a Sponsor, you do so with full knowledge of same and you knowingly and willingly accept any risks associated with same. Company makes no representations or warranties including without limitation with respect to the tax implications, if any, of working with or being a part of a Sponsor-affiliated Project. You hereby indemnify and hold Company harmless for and against any and all damages, liability, claims, proceedings, and/or costs/expenses incurred by you with respect to any Sponsor-affiliated Project.
(C) You acknowledge that the disclaimers and protections contained in this Section 6 are reasonable and necessary in order to protect Company’s legitimate business interests, and that any violation of these provisions by you would result in damages to Company, for which you hereby agrees to and shall indemnify Company (including for related attorneys’ fees and costs). This Section 6 shall survive indefinitely.
7. Governing Law; Venue
The provisions of these Terms of Service shall be construed in accordance with, and governed by, the laws of the internal laws of the State of New York without regard to principles of conflicts of laws. You agree that any dispute concerning or pertaining to this Agreement shall be brought in the State or Federal Courts located in the Borough of Manhattan, City of New York, State of New York.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given without effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. The headings of in this Agreement are for convenience only and shall not be used to interpret the terms of this Agreement. Your acknowledgement of these Terms of Service in the manner provided for by the Company shall be deemed your acceptance and approval of same. You represent and warrant that you have the requisite authority to agree to this Agreement and abide by and be bound by its terms.
9. Waiver of Breach
No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
If you have any questions regarding these Terms of Service, please feel free to contact the Company.