Terms of Service

1. Introduction

Welcome to LePrince Cinecontroller Ltd ("LePrince", "we", "our", "us"). TheseTerms of Service ("Terms") govern your access to and use of our website, webapplication, and services (collectively, the "Services") providedthrough www.Leprince.io and web.cinecontroller.com ("Website").

By accessing or using the Site or Services, or by clicking a button or checking abox marked "I Agree," you agree to be bound by these Terms, regardless ofwhether you have registered for our Services. This Agreement applies to allvisitors to the Site, users of the Services, and others who access the Services orthe Site (collectively, "Users"). You must read and agree to this Agreement beforeusing the Site or Services. If you do not agree, you may not use the Site orServices.

We reserve the right, at our sole discretion, to change or modify these Terms atany time. We will notify you of any significant changes via email or by posting aprominent notice on the Website. Any changes will become effective immediatelyupon posting, and your continued use of the Site or Services after such changesconstitutes your acceptance of the new Terms.
In addition, when using certain Services, you will be subject to any additionalterms applicable to such Services, including the Privacy Policy and Content Policy,which are hereby incorporated by reference into this Agreement.

2. Definitions

• "User" refers to any individual or entity that accesses or uses the Services,including but not limited to Filmmakers, Film Distributors (Sales Agents),Cinemas, and Film Programmers. If you open a User Account on behalf of a@October 15, 2024 9:19 AM @October 15, 2024 9:19 AM all 2company, organization, or other entity, then (i) "you" includes that entity, and(ii) you represent that you are an authorized representative of the entity withthe authority to bind the entity to this Agreement.
• "Filmmaker" refers to individuals or entities that create and upload motionpictures to the Platform.
• "Film Distributor" refers to sales agents that distribute films to cinemasthrough the Platform.
• "Cinema" refers to establishments that exhibit films to the public.
• "Film Programmer" refers to individuals or entities responsible for selectingand scheduling films for exhibition at Cinemas.
• "Ticket" refers to any cinema or event ticket sold or offered for sale on ourWebsite.
• "Content" refers to all information, data, text, software, music, sound,photographs, graphics, video, messages, or other materials uploaded ordistributed through the Services
• "Intellectual Property Rights" refers to all patents, copyrights, trademarks,trade secrets, and other proprietary rights recognized by law.

3. License and Use of Services

• Limited License: You are granted a non-exclusive, non-transferable license touse the Site and Services as permitted by these Terms.
• Prohibited Conduct: You agree not to engage in activities such as infringingintellectual property rights, transmitting harmful content, or interfering with theSite's security features.
• Termination: LePrince may suspend or terminate your account for violationsof this Agreement or at our discretion.

4. Acceptance of Terms

By creating an account, accessing, or using the Services, you agree to be boundby these Terms and our [Privacy Policy]. We reserve the right to modify theseTerms at any time, with changes effective upon posting on the Website. Continueduse of the Services after changes constitutes acceptance of the new Terms.

5. Eligibility

You must be at least 13 years old to access the Site and use the Services, and youmust be at least 18 years old to upload Content via the Services. If you arebetween 13 and 18 years old, you represent that you have informed your parent orguardian of your use of the Site and Services, and they have consented to suchuse and accepted these Terms on your behalf. You may use the Site and Servicesonly in compliance with this Agreement and applicable laws.

6. Services Provided

Our Services facilitate the distribution of motion pictures to Cinemas for theatricalexhibition. The Platform allows:

• Filmmakers and Film Distributors to showcase their films to Cinemas.
• Cinemas and Film Programmers to access film information, contact rightsowners, and propose deals.
• Negotiation and execution of contracts for film exhibition.
• Transmission of film information and files from Filmmakers to Cinemas.
• Scheduling of film screenings and delivery of film copies for theatricalexhibition.

7. Content Submission and Rights

• Your Content: You may upload Titles (audio-visual programs) and othercontent ("Your Content") to the Site.
• Submission and Withdrawal: You can limit the distribution of Your Contentand may withdraw it upon 30 days' notice. However, existing agreements withexhibitors may restrict withdrawal.
• License to LePrince: You grant LePrince a non-exclusive, sublicensablelicense to distribute, modify, and exploit Your Content within defined territory,including creating derivative works, subtitles, or promotional materials.
• No Guarantee: LePrince does not guarantee exploitation or inclusion of YourContent on any Channel.

8. User Accounts

• Account Types: You must create an account to use our services. Users canchoose from the following account types: Filmmaker, Film Distributor, Cinema,and Film Programmer.
• Registration: Users must provide accurate and complete information duringregistration, including name, email address, phone number, IMDB link,address, company name, and relevant details about their films or Cinemas.You are responsible for maintaining the confidentiality of your accountcredentials.
• Account Security: Users are responsible for maintaining the confidentiality oftheir account credentials and for all activities that occur under their account.Users must not use another user's account without permission. Notify usimmediately if there has been a breach of security. LePrince is not liable forany losses caused by unauthorized use of a user account.
• User Verification: Our representatives will reach out to users to confirm theiridentity. Users must provide truthful and accurate information to facilitate thisverification process, and all user data will be securely handled.

9. Fees and Payments

• Paid Services and Fees: We offer the following paid services:
  Filmmakers/Distributors: A fee is charged for adding a film to thePlatform.
  Cinemas: A subscription fee is required to access the Platform andschedule screenings.
• Subscription Model: Cinemas are charged a subscription fee to access anduse the Services
• Individual Services: Fees apply for specific services such as adding a film tothe Platform.
• Payment Processing: Payments are securely processed using third-partyaccounting software.
• Billing Cycle: Fees are billed monthly.
• Refunds and Chargebacks: All payments are final, and no refunds will beprovided unless required by law. In the event of chargebacks, Users agree toterms all 5cooperate with the Company to resolve disputes.
• Taxes: Users are responsible for any applicable taxes associated with theiruse of the Services

10. Intellectual Property

• Ownership: Filmmakers retain full rights to their films. By using the Services,Filmmakers grant the Company a non-exclusive, worldwide, royalty-freelicense to use, reproduce, distribute, and display their Content solely for thepurposes of operating and improving the Services.
• License to Cinemas: Once an agreement is reached between a Cinema and aFilmmaker/Distributor, the Cinema gains the right to screen the film accordingto the agreed terms (e.g., one-time or multiple screenings).
• Intellectual Property Management: The Company utilizes Amazon WebServices (AWS) and DCP-o-matic software to manage Intellectual PropertyRights.
• Unauthorized Use: In cases of unauthorized use of Content, the Companyprefers to negotiate directly with the involved parties or seek the assistance ofa mediator to resolve disputes.
• Delegation of Rights: Filmmakers and Film Distributors may delegate theresponsibility of negotiating deals and managing content delivery to thePlatform, but all rights remain with the content owner.

11. Channels and Agreements

• Screenings Defined: Screenings are theatrical exhibitions that allow endusers to view Titles in a cinema or theatre. They may be operated by LePrinceor third parties.
• Screening Agreements: LePrince may enter into agreements with exhibitors,and these terms may supersede this Agreement in case of conflict.
• Exhibitor Requirements: Your Content must meet specific technical andcontent standards required by exhibitors.

12. User Responsibilities

• Compliance: Users must comply with all applicable laws and regulations,including intellectual property laws.
• Prohibited Activities: Users may not engage in activities that harm thePlatform, other users, or infringe on others' rights. Examples include uploadingunlawful Content, transmitting malicious software, or attempting to gainunauthorized access to the Platform.
• Accuracy of Information: Users are responsible for ensuring that allinformation provided is accurate and up-to-date.
• Content Restrictions: You agree not to upload content that violates anyintellectual property laws or any third-party rights. You also agree not to usethe platform to distribute malware, viruses, or other harmful code. Abuse ofthe negotiation or scheduling features for purposes other than legitimate filmexhibition and distribution is strictly prohibited.

13. Professional Services and Fees

• Additional Services: LePrince may offer professional services for fees, whichcould be subscription-based or one-time charges.
• Changes to Services: LePrince reserves the right to add, change, ordiscontinue Services or fees at any time.

14. Revenue Sharing and Accounting

• Earnings Calculation: You reEarnings Calculation: You receive Net Earnings, calculated as Gross Earningsminus exhibitor fees and LePrince’s 10% revenue share.ceive Net Earnings, calculated as Gross Earningsminus exhibitor fees and LePrince’s 10% revenue share.
• Payment Terms: LePrince will transfer your earnings upon processing andyour request. You are responsible for any transfer fees.
• Disputes: Any objections to accounting statements must be made within oneyear.
• Withholding Rights: LePrince may withhold payments if there are claims ofinfringement or other violations.

15. Content Management

• Filmmaker Control: Filmmakers control the rights to their films and maymanage content delivery and negotiations through the Platform.
• Platform Responsibilities: The Company may, at its discretion, remove orrestrict access to Content that violates these Terms or is deemedinappropriate.

16. Restrictions on Use

You agree not to:

• Upload content that violates any intellectual property laws or any third-partyrights
• Use the platform to distribute malware, viruses, or other harmful code.
• Abuse the negotiation or scheduling features for purposes other thanlegitimate film exhibition and distribution
• File size, formats, and other technical restrictions may apply to ensure thesmooth operation of the platform.

17. Ticket Purchases and Use

• Tickets purchased through our Website represent a personal license to attendthe specified Event. We reserve the right to cancel Tickets at any time, with afull refund provided. Lost, stolen, or damaged Tickets will not be replaced orrefunded. Ticket prices are inclusive of applicable taxes and fees, which areclearly displayed during the checkout process. Secure third-party paymentprocessors handle all transactions.

18. Data Protection and Privacy

• Compliance: We comply with UK data protection laws, including the GeneralData Protection Regulation (GDPR).
• Data Collection: We collect personal information such as name, emailaddress, phone number, IMDB link, address, company name, and otherrelevant details.
• Data Usage: Personal data is used to provide and improve our Services,process payments, and communicate with users.
• Data Security: We implement appropriate technical and organizationalmeasures to protect personal data against unauthorized access, loss, ordestruction.
• Data Storage: We use Amazon Web Services (AWS) and MongoDB for datastorage and management. By using the platform, you agree that your data maybe stored and processed using these third-party services.
• User Rights: Users have rights regarding their personal data, including access,correction, and deletion, as detailed in our Privacy Policy.

19. Disclaimers and Limitation of Liability

• No Warranty: The Services are provided "as is" and "as available" without anywarranties, express or implied. We do not guarantee that the Services will beuninterrupted or error-free, but we strive to provide timely support if suchissues occur.
• Limitation of Liability: To the fullest extent permitted by law, the Companyshall not be liable for any indirect, incidental, special, consequential, orpunitive damages arising out of or related to the use of the Services. Totalliability is limited to 20% of Gross Earnings related to Your Content.
• Content Accuracy: We do not guarantee the accuracy, completeness, orreliability of any Content provided through the Services.
• Platform Usage Issues: We are not responsible for any issues arising from filmuploads, downloads, negotiations, or screenings, including but not limited totechnical errors, loss of data, or unauthorized access.
• No Guarantee: We do not guarantee successful contracts or the accuracy ofcontent provided by other users (e.g., filmmakers, distributors, cinemas).

20. Indemnification

Users agree to indemnify, defend, and hold harmless the Company and itsaffiliates, officers, directors, employees, and agents from any claims, liabilities,damages, losses, and expenses arising out of or in any way connected with theiruse of the Services or violation of these Terms.

21. Termination

• Termination by User: Users may terminate their account at any time bycontacting support. Upon request, we will delete the user's data. However,some information may be retained for legal or operational reasons for a limitedperiod before being completely removed from our systems.
• Termination by Company: We may suspend or terminate a user's access tothe Services for violations of these Terms or for any other reason at ourdiscretion.
• Effect of Termination: Upon termination, all rights granted to users will cease.Users must promptly delete any downloaded Content, and the Company mayretain certain data as required by law or for legitimate business purposes.

22. Governing Law

These Terms shall be governed by and construed in accordance with the laws ofEngland and Wales. Any disputes arising under or in connection with these Termsshall be subject to the exclusive jurisdiction of the courts of England and Wales.

23. Dispute Resolution

• Negotiation: Parties agree to attempt to resolve disputes through informalnegotiations.
• Mediation/Arbitration: If unresolved, disputes may be submitted to mediationor binding arbitration as agreed upon by the parties.
• No Specific Mechanism: We do not provide a specific dispute resolutionmechanism between users. Users are encouraged to resolve issues directly. Ifyou experience issues using the platform, please contact us, and we willattempt to assist in good faith.

24. Subscription Management

• Upgrading/Downgrading: Users may upgrade or downgrade theirsubscription plans at any time through their account settings.
• Pausing Subscriptions: Users have the option to pause their subscriptions atany time. While a subscription is paused, users will not be billed, and accessto certain Services may be limited.
• Automatic Renewals: Subscriptions are set to automatically renew at thebeginning of each billing cycle unless the user chooses to cancel or modifytheir subscription.
• Changes to Subscription Plans: The Company reserves the right to introducenew subscription plans or modify existing ones. Users will be notified ofterms all 10significant changes, and continued use of the Services after such changesconstitutes acceptance.

25. Content Delivery and DCP Management

• DCP Requirements: Users uploading Digital Cinema Packages (DCP) mustprovide encryption keys each time they upload content.
• Platform Management: If users opt to delegate the management of DCP keysto the Platform, an initial management fee of £100 applies, plus a yearlycharge of £50 payable at the beginning of each year.
• Fees for DCP Management: These fees are included within the subscription orservice agreement.
• DCP Key Security: The Company ensures the secure handling and storage ofDCP encryption keys to protect the intellectual property of Filmmakers andFilm Distributors

26. Support and Assistance

• The Company provides support and assistance to users regarding subscriptionmanagement and DCP key handling. The Company is committed to addressinguser inquiries and issues promptly and effectively.

27. Confidentiality

• Use of Information: You agree to keep LePrince’s confidential informationprivate and not to misuse it.

• Data Sharing: LePrince may share information about Your Content with thirdparties.

28. DMCA Compliance

• Copyright Infringement Claims: LePrince complies with the Digital MillenniumCopyright Act (DMCA) and provides procedures for reporting allegedinfringements.

29. Miscellaneous Provisions

• Assignment: You may not transfer or assign the Agreement without LePrince’sconsent. LePrince may assign without restriction.
• Notices: LePrince may send notices via email, physical mail, or postings onthe Site.
• Further Assurances: You agree to provide additional documents or actions asnecessary to fulfill the Agreement.
• Entire Agreement: This Agreement constitutes the entire understandingbetween you and LePrince regarding the Site and Services.
• Severability: If any provision is deemed invalid, the remainder of theAgreement remains in effect.
• No Waiver: Failure to enforce any provision is not a waiver of LePrince’s rights.
• Relationship: The relationship between you and LePrince is that ofindependent contractors.
• Third-Party Beneficiaries: Exhibitors are considered third-party beneficiariesand can enforce certain terms.

30. Changes to Terms

We may update these Terms from time to time. Any changes will be posted on ourwebsite, and you will be notified via email or through your account. Continued useof the platform after such changes constitutes your agreement to the updatedTerms.

31. Contact Information

If you have any questions or concerns about these Terms, please contact us at:

• Email: Contact@Leprince.io
• Phone: +44 020 80505281