Conditions Before You Participate: All Participants warrant that they are over the age of 18 and do not work for a competitor in the film streaming and distribution industry.
Types of Users: For this beta testing phase, there are two different types of Participants that have access to various features. These are “Ciners” and “Creators”.
Ciners: A “Ciner” (pronounced “sinner”) is a Participant that will use Indie Sparxs’ Services to view audio visual content upload onto the platform. Ciners may stream content, attend premiere parties, and/or socially interact on the Indie Sparxs platform by favoriting content, commenting in the Forum and interacting with filmmakers and other Ciners. Upon full launch of Indie Sparxs, Ciners will have paid subscription options and will need to pay for certain in-app features. However, for the beta testing period no paid features will be operational.
Creators: A “Creator” is a Participant that is a filmmaker and that will upload audio visual content onto the Indie Sparxs platform. Creators participating in the beta testing phase, will need to ensure that their content meets approval guidelines, and have the content approved by Indie Sparxs before it is uploaded. Creators will be able to host premiere parties, allow Ciners to stream their content, connect with Ciners through live streams in the virtual Filmmakers’ Lounge, and meet other like-minded filmmakers participating in the beta testing phase. Upon full launch of Indie Sparxs, Creators will have the opportunity to monetize their content. However, for the beta testing period no monetization will occur.
Your Content and Grant of License: By submitting audio-visual works or posting other content such as comments, images, and information, to the Indie Sparxs Platform, Participants initiate an automated process where the content is stored on Indie Sparxs servers and will be made available to other Participants and Indie Sparxs. To the extent that it is necessary for Indie Sparxs to provide Services, Participants grant Indie Sparxs a limited, worldwide, royalty-free, non-exclusive license to reproduce, transmit, distribute, publicly display, publicly perform and otherwise make content available through the Indie Sparxs Services and allow for Indie Sparxs to use the content in connection with Indie Sparxs marketing and promotions including permission to display the content, as well as Participant’s name, image, likeness and uploaded biographical information, in conjunction with Indie Sparx advertisements, and to communicate and share links to content on public channels including, but not limited to, the platform itself, social media and email campaigns. If a request has been made by a Participant for content to be removed from the Indie Sparx platform, in accordance with Section 9 of this Agreement, or if a Participant’s account has been terminated in accordance with Section 9 of this Agreement, Indie Sparxs agrees not to make use of a Participant’s content for new promotional purposes. However, Indie Sparxs cannot and does not guarantee the removal of the content from promotional materials created prior to the removal of the content from the platform or prior to termination of the Participant’s account.
User Ownership of Content: Participants do not grant Indie Sparxs any ownership interest in their content and Indie Sparxs will not have a license to any other content owned by a Participant that is not uploaded or posted onto the Indie Sparxs platform. Participant’s do not have any obligation to provide additional content and may remove or request for removal of their content from the Indie Sparxs platform in accordance with Section 9 of this Agreement.
License to Access Content: Indie Sparxs grants to Participants a limited, non-exclusive, non-transferable, revocable license to access and use Indie Sparxs’ Services for personal non-commercial purposes only for the duration of the beta testing period. Indie Sparxs reserves the right to terminate this license, and prohibit future access to Services, at any time.
Privacy & Collection of Information: By participating in the Indie Sparxs beta testing phase, Participants permit for Indie Sparxs to have access to certain personal information and data. In order to better Services, Indie Sparxs will collect personal information including but not limited to Participant’s name, birthday, address, email address, gender, interests, and employment, and will have the ability to see all interactions that Participants have with the Services and other Participants, including but not limited to likes, comments, content that is watched, key search terms, device information, and level of interaction. Indie Sparxs will not sell or lease such information to any third-party and will only use such information to further help develop Indie Sparxs’ Services and affiliated services. Additionally, Participants understand that content posted will be publicly available to other Participants within the beta program and to future users of Indie Sparxs, if Participant does not actively seek removal of their content after the beta testing phase in accordance with Section 9 of this Agreement.
User Guidelines: To make sure that Indie Sparxs’ Services are enjoyable for everyone, Indie Sparxs has established some ground rules to follow. Indie Sparxs will not be liable for any content uploaded by Participants, but Indie Sparxs may as an administrator remove content that, in our discretion, we find inappropriate. Participants agree not to:
Use the Indie Sparxs’ platform to facilitate the sending of “spam” or unsolicited commercial communications;
Circumvent or hack any technology used by Indie Sparxs to protect Indie Sparxs’ Services and other Participants;
Transmit any worms or viruses or any code of a destructive nature;
Use any other participant’s login information to access the Services;
Copy or fraudulently reproduce a Participant’s uploaded audio visual work or other content;
Remove or alter any intellectual property notices;
Sell, lease, rent or commercially use any content uploaded onto the platform without the owners express written permission;
Access Indie Sparxs’ private API by any other means other than the Indie Sparxs app;
Upload any content that violates the rights of any third-party, including, without limitation, any intellectual property rights, rights of privacy, rights in contract, rights of publicity, or rights in confidential information;
Upload any content that is unlawful, abusive, defamatory, pornographic or obscene; or
Upload any content promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity, or sexual orientation.
Suspension and Termination of Participation:
Involuntary Suspension or Termination of Participation: Indie Sparxs will make best efforts to notify Participant if there is a reason to believe that Participant has violated this Agreement and may issue a written warning outlining the behavior that is in violation. However, Indie Sparxs reserves the right to suspend or terminate Participant’s access to our beta testing program and access to future Services without warning, at any time.
Voluntary Termination of Participation: Participant is free to voluntarily withdraw from the beta testing program at any time. However, Indie Sparxs reserves the right to continue to use information collected from participation for testing and development purposes. Further, any content that has been uploaded by Participant onto the platform will remain on the platform beyond the beta testing period and termination, unless Participant otherwise expressly requests in writing for the content to be removed at the conclusion of the testing period or upon termination of participation.
Indie Sparxs’ Intellectual Property: Indie Sparxs’ Services contain content that is protected by copyright, trademark, patent, trade secret, and other laws. Indie Sparxs owns and retains all rights in such content, and by granting Participants access to Indie Sparxs’ Services, Indie Sparxs does not grant or transfer to Participants any other rights, title, or interest, other than a limited license defined below.
Indie Sparxs’ Grant of License: Indie Sparxs’ grants to Participant a limited, non-exclusive, non-transferable, revocable license to access, share, and use Indie Sparxs’ Services for personal non-commercial purposes only. While Indie Sparxs encourages Participant to share public information about the Indie Sparxs platform, this license does not permit Participant to permit any other person to use Participant’s credentials to access the platform, or use Indie Sparxs’ or any other participants’ intellectual property, confidential information or content, without the express written permission from the owner.
Reporting IP Infringement: Indie Sparxs respect’s the intellectual property rights of others. It is Indie Sparxs policy to respond to and investigate any claim that content used in connection with Indie Sparxs’ Services infringes on the copyright or other intellectual property rights of any person or entity and will respond to all claims in accordance with the Digital Millennium Copyright Act of 1998.
Confidentiality: Participant must not, without the prior written consent of Indie Sparxs, disclose to any third person or entity other than in the proper course of performance under this Agreement, any information that under the circumstances ought to be reasonably treated as confidential or proprietary. Confidential or proprietary information includes but is not limited to business plans and strategies, trade secrets, legal documents including this Agreement, customer, contractor and vendor information, design proposals, future and proposed products, marketing plans, processes, operations, and other business, finance, or technical information. Participant understands that information regarding the Indie Sparxs platform that is available to the public is extremely limited and participant is not permitted to publish or share any information about the beta testing phase or speak to any media outlets regarding Indie Sparxs’ Services. Participant has, or will, further sign a separate Non-Disclosure Agreement regarding their participation in the best testing phase.
Mature Content: Please be aware that some content uploaded on the Indie Sparxs platform is exclusively for mature audiences and may address sensitive topics. Please look to the rating system on the content before viewing.
Required Feedback and Participation: Participant understands that they will be required to provide feedback, answer questions about the Indie Sparxs platform and engage with the Indie Sparxs platform as directed by Indie Sparxs. Such feedback and participation will be used by Indie Sparxs in the development of their Services and any feedback shared shall be the sole intellectual property of Indie Sparxs and Participant hereby assigns any rights in such content to Indie Sparx on a royalty-free, irrevocable and worldwide basis.
Representations and Warranties
Indie Sparxs’ Representations and Warranties: INDIE SPARXS’ SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” PARTICIPANT UNDERSTANDS THAT THE PLATFORM IS IN THE BETA PHASE AND THAT ERRORS AND BUGS MAY OCCUR. INDIE SPARXS’ MAY USE REASONABLE EFFORTS TO CORRECT ERRORS AND OMISSIONS IN SERVICES. HOWEVER, INDIE SPARXS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT THAT THE LAW OF THE JURISDICTION PERMITS. INDIE SPARXS DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. INDIE SPARXS IS NOT RESPONSIBLE FOR ENSURING THAT PARTICIPANTS COMPLY WITH ALL OF INDIE SPARXS TERMS AND CONDITIONS AND WILL NOT BE LIABLE FOR ANY ACTIONS THAT RESULT FROM PARTICIPANTS NON-COMPLIANCE.
Participant’s Representations and Warranties: By using Indie Sparxs’ Services, Participant represents and warrants that:
Participant is free to enter into and comply with this Agreement and is not under any disability, restriction or prohibition, contractual or otherwise, that prevents Participant from entering into this Agreement or any grant of license contained herein;
Participant has read and agrees to this Agreement and will not use Indie Sparxs’ Services for any fraudulent or inappropriate purpose or in a way that violates these terms and conditions;
Participant will not try to reverse engineer Indie Sparxs’ platform, website, app, or software to circumvent access to content hosted by Indie Sparxs;
Participant will not violate Indie Sparxs intellectual property rights in the content licensed to Participant under this Agreement; and
Participant is the sole owner of any content uploaded onto the platform or has secured all required licenses and permissions in order to upload such content.
Limitation of Liability: IN NO EVENT WILL INDIE SPARXS BE LIABLE FOR ANY CONTENT THAT PARTICIPANT CREATES USING THE INDIE SPARXS SERVICES OR THAT PARTICIPANT UPLOADS ONTO THE INDIE SPARXS PLATFORM, THIS INCLUDES ANY CLAIMS ARISING AS A RESULT OF OBSCENE, NEGATIVE OR DEFAMATORY CONTENT, PARTICIPANT’S FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, PARTICIPANT’S FAILURE TO SECURE APPROPRIATE LICENSES OR PERMISSIONS, OR PARTICIPANT’S FAILURE TO COMPLY WITH ANY OTHER LAWS. INDIE SPRAXS WILL ALSO NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, CHANGES TO THE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF SERVICES, DAMAGE TO DEVICES OR HARDWARE, SECURITY BREACHES, SOFTWARE BUGS, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF INDIE SPARXS UNDER THIS AGREEMENT EXCEED THE AMOUNT (IF ANY) PAID BY PARTICIPANT’S TO INDIE SPARXS FOR SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, INDIE SPARXS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. PARTICIPANT ACKNOWLEDGES AND AGREES THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAS BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN PARTICIPANT AND INDIE SPARXS.
Indemnification: Participant agrees to indemnify and hold Indie Sparxs harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs), resulting from:
any breach by Participant of this Agreement;
any third-party claim arising from content that Participant has created using Indie Sparxs’ Services or uploaded onto the Indie Sparxs platform, including, but not limited to, claims of copyright infringement, trademark infringement, right of publicity, rights of privacy, breach of contract, defamation, fraud, misrepresentation, inaccuracy, discrimination, abuse, pornography or obscenity; and
any activity related to Participant’s interaction with Indie Sparxs’ Services.
International Users: Indie Sparxs’ Services are controlled, operated and administered from offices within the United States of America and are not intended to be subject to the laws or jurisdiction of any country outside of the United States of America. INDIE SPARXS DOES NOT REPRESENT OR WARRANT THAT SERVICES ARE APPROPRIATE, LEGAL OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA. Those who choose to access Indie Sparxs outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. Indie Sparxs reserves the right to limit Services, in whole or in part, to any geographic location or jurisdiction.
Dispute Resolution: If a dispute arises out of or relating to this Agreement that cannot be amicably resolved, the Indie Sparxs and Participant agree to attempt to settle the dispute with the help of a mutually agreed-upon mediator, unless mediation is otherwise mutually waived, or the amount in dispute is less than USD $10,000 and would be more efficiently and cost-effectively resolved in a small claims court. Except for attorney fees, all other costs associated with the mediation will be shared equally. A prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and reasonable attorneys' fees incurred in enforcing this Agreement.
Miscellaneous: (a) Participant may not assign this Agreement, in whole or in part, Indie Sparxs may freely assign this Agreement, in whole or in part. (b) If any provision in this Agreement is declared to be invalid, illegal or unenforceable, for any reason, the remainder of the provisions will remain in effect and enforceable to the fullest extent possible. (c) No waiver of any term or condition of this Agreement will be deemed or construed to be a waiver of such term or condition in the future or of any preceding or subsequent breach of the same or any other term or condition of this Agreement or any other agreement. (d) Parties warrant that we have the full power, capacity, and authority to execute this Agreement and perform its obligations (e) This Agreement is to be governed by, and interpreted, constructed and enforced in accordance with the laws of the State of Texas without regard to conflict of laws and all disputes are to be resolved in the exclusive jurisdiction of Travis County, Texas. (f) This Agreement represents the entire and exclusive agreement between the parties, and all previous written and oral agreements and communication related to the subject matter of this Agreement are superseded.
I have read and agreed with the terms and conditions.