Standard Contract Between Fanz and Creators

Effective date: 1st March 2021

These terms and conditions (the "Content Creator Terms and Conditions") are a contract between you (the "Content Creator" or “you”) and Invisible Sun Entertainment Group LTD (DBA as Cinefanz) ("Cinefanz", “ISEGLTD” "we" or "us"). Cinefanz is a content marketing publishing company owned by ISEGLTD.

You must read, agree with and accept all of these Content Creator Terms and Conditions in order to use our website located at www.cinefanz.com (the "Site") and any related software and services. Cinefanz may amend these Content Creator Terms and Conditions at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Cinefanz. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of Cinefanz after the effective date of a revised version of these Content Creator Terms and Conditions constitutes your acceptance of the revised Content Creator Terms and Conditions. These Content Creator Terms and Conditions include and hereby incorporate by reference the agreements and polices referred to herein or linked from the URL terms-conditions as such agreements and policies may be modified by Cinefanz from time to time in its sole discretion. In the event of a conflict between such policies and agreements and these Content Creator Terms and Conditions, these Content Creator Terms and Conditions shall prevail.

Capitalised terms are defined throughout these Content Creator Terms and Conditions and in Section 12 (Definitions).

You understand that by using Cinefanz, you are agreeing to be bound by these Content Creator Terms and Conditions. If you do not accept these Content Creator Terms and Conditions in their entirety, you may not access or use Cinefanz. If you agree to these Content Creator Terms and Conditions on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Content Creator Terms and Conditions. In that event, "you" and "your" will refer and apply to that entity.




 
  1. CINEFANZ.


1.1 Purpose of Cinefanz.

Cinefanz is a content marketing publishing SAAS product, connecting Fanzs with a network of specialist Content Creators, in an interactive and supportive online environment allowing Fanzs and Content Creators to identify each other and enabling them to buy and sell Services online. Under these Content Creator Terms and Conditions, Cinefanz provides services to both Fanzs and Content Creators, facilitating the formation of contracts between Fanzs and Content Creators, and managing disputes related to those contracts. Fanzs post requests for projects and invite Content Creators to apply. Content Creators post profiles and bid for projects. If a Fanz and Content Creator agree on terms, a Service Contract is formed directly between the Fanz and Content Creator subject to the provisions set forth in Section 3 (Service Contract Terms Between Fanz and Content Creator). Cinefanz pays Content Creators in connection with their delivery of services through Cinefanz. Cinefanz collects payment from Fanzs in connection with their receipt of services through our payment processors.

1.2 Eligibility.

Cinefanz is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You warrant that you are not a citizen or resident of a country in which use or participation of Cinefanz is prohibited by law, decree, regulation, treaty or administrative act.




 
  1. CINEFANZ GENERAL USER POLICIES


2.1 Payment instructions to Content Creators

Cinefanz collects payment from the Fanz for the work carried out by the Content Creators. Cinefanz will automatically disburse funds to Content Creators according to the payment instructions on file with Cinefanz no more than thirty (30) days after the funds become payable to the Content Creator.

2.2 Payments outside Cinefanz.

Fanz shall make all payments relating to, or in any way connected with, a Service Contract through Cinefanz. Any action that encourages or solicits complete or partial payment outside of Cinefanz is a violation of these Content Creator Terms and Conditions. Should a Fanz or Content Creator be found in violation of this section of these Content Creator Terms and Conditions, the Fanz or Content Creator (as the case may be) shall be liable for an amount with respect to each Service Contract equal to the greater of a) $5,000; or b) the applicable fees had the payments been processed through Cinefanz, plus fifty per cent. (50%).

2.3 Contracting Outside Cinefanz.

Notwithstanding the provisions set forth above, Users may agree to provide or receive Services outside of Cinefanz with Users first identified through Cinefanz if the Services are rendered more than three (3) years after the Fanz first identifies the Content Creator through Cinefanz. If Services are rendered outside of Cinefanz less than three (3) years after the Fanz first identifies the Content Creator through Cinefanz, the Fanz shall be in breach of these Fanz Terms and Conditions and shall be liable for an amount with respect to each contract rendered outside Cinefanz equal to the greater of a) $5,000; or b) the applicable fees had the payments been processed through Cinefanz, plus fifty per cent. (50%). For the avoidance of doubt, this clause shall not apply to Fanzs who have previously engaged the Content Creator prior to the Fanz joining Cinefanz.

2.4 General User Obligations.

You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services. You agree not to "scrape" or disaggregate data from the Site (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Site for any other service. You agree not to use or provide software (except for general purpose web browsers and email fanzs, or software expressly licensed by us) or services that interact or interoperate with the Site, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

2.5 Identity and Account Security.

Cinefanz reserves the right to validate your information at any time, including but not limited to validation against third party databases. You are solely responsible for ensuring and maintaining the secrecy and security of your Cinefanz account password. You agree not to disclose this password to anyone other than an officer, employee, sub-contractor or professional advisor of the Content Creator and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on Cinefanz. You must notify Cinefanz Support at https://www.cinefanz.com/contact immediately if you suspect that your password has been lost or stolen.

2.6 Enforcement of Content Creator Terms and Conditions.

Cinefanz has the right, but not the obligation, to suspend or cancel your access to the Cinefanz if it believes that you have violated or acted inconsistently with the letter or spirit of these Content Creator Terms and Conditions or violated our rights or those of another party. Without limiting Cinefanz’s other remedies, we may suspend or terminate your Cinefanz account and refuse to provide any further access to Cinefanz to you if you breach any terms and conditions of these Content Creator Terms and Conditions or other written policies and procedures posted on the Site. Once suspended or terminated, you may not continue to use Cinefanz under a different account or re-register under a new account. Violations of these Content Creator Terms and Conditions may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Cinefanz account is cancelled, you may no longer have access to any parts of the Cinefanz, including data, messages, files and other material you keep on Cinefanz. On the expiry or termination of your account Cinefanz shall, at your prompt request, transfer any material belonging to you back to you in accordance with a transfer process to be agreed between you and Cinefanz within thirty (30) days of your account being cancelled. Cinefanz reserves the right to charge you for any reasonable costs associated with the transfer of such material.




 
  1. SERVICE CONTRACT TERMS BETWEEN FANZ AND CONTENT CREATOR.


Unless otherwise agreed to in writing signed by both Fanz and Content Creator, the terms and conditions of the Service Contract are as set forth in Sections 3.1 through 3.9 below ("Standard Terms"). Fanz and Content Creator may not agree to any other terms and conditions that affect the rights or responsibilities of Cinefanz.

3.1 Services.

Content Creator shall perform Services in a professional manner and shall timely deliver any agreed-upon Work Product.

3.2 Performance by Content Creator.

Work performed under a Content Creator’s profile must be performed by the Content Creator represented.

3.3 Fanz Payments and Billing.

Fanz shall pay the agreed amount for the approved project through Payment Processor to Cinefanz, and Fanz will have no obligation of direct payment to Content Creator. Content Creator agrees that it will be paid solely by Cinefanz.

3.4 Termination of a Service Contract.

The Fanz may terminate a Service Contract at any time but may not recover any payments already made. The Content Creator may terminate a Service Contract at any time if no payment has been made by the Fanz. If a payment has been made by a Fanz on a Service Contract, the Content Creator may terminate only with the Fanz's consent or after the Fanz’s payment has been refunded.

3.5 Fanz Deliverables.

Fanz grants the Content Creator a limited, non-exclusive, revocable (at any time, at Fanz's sole discretion) right to use the Fanz Deliverables as necessary for the performance of the Services. Fanz reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Fanz Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Fanz, the Content Creator shall immediately return all Fanz Deliverables to the Fanz.

3.6 Work Product.

Users may vary the default position of this Clause 3.6 on Proprietary Rights in Work Product by confirming the agreed position in writing using the Cinefanz messaging system before any work commences. If the position is not clearly agreed between the Users in writing then the default position below shall apply. For the avoidance of doubt, photographers, illustrators and videographers may therefore agree the rights that are granted during the commissioning process in writing should they wish to vary the default position below.

Unless otherwise agreed between the Fanz and Content Creator in writing, Proprietary Rights in Work Product shall be owned by the Content Creator until payment has been made by the Fanz to Cinefanz, at which time the Content Creator will be deemed to have assigned all Proprietary Rights in the Work Product to the Fanz. If the Fanz does not pay in full, the Content Creator may terminate the Service Contract by refunding any partial payment made by the Fanz, and the Content Creator will retain Proprietary Rights in Work Product. To the extent that under applicable law, Proprietary Rights cannot be assigned, the Content Creator hereby irrevocably agrees to grant, and hereby grants, to Fanz an exclusive (excluding also the Content Creator), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize the Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, the Content Creator hereby irrevocably agrees to grant, and hereby grants, to Fanz, such rights as Fanz reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In the case that under applicable law, the Content Creator retains any moral rights or other inalienable rights to the Work Product or Confidential Information under this Agreement, the Content Creator irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent the Content Creator cannot waive such rights, the Content Creator agrees not to exercise such rights, until the Content Creator has provided prior written notice to Fanz and then only in accordance with any reasonable instructions that Fanz issues in the interest of protecting its rights. The Content Creator obligations under this Section 3.6 will continue even after the Content Creator de-registers from or ceases use of Cinefanz. The Content Creator appoints the Fanz as its attorney-in-fact to execute documents on the Content Creator’s behalf for the purposes set forth in this Section 3.6.

3.7 Content Creators as Independent Contractors.

These Fanz Terms and Conditions do not create a partnership or agency relationship between the Fanz and Content Creator. The Content Creator does not have authority to enter into written or oral - whether implied or express - contracts on behalf of Fanz. The Content Creator acknowledges that Cinefanz does not, in any way, supervise, direct, or control Content Creator’s work or Services performed in any manner. Cinefanz does not set Content Creator’s work hours and location of work. Fanz and Content Creator will be solely responsible for all tax returns and payments required to be filed with or made to any tax authority, in any nation, with respect to Content Creator’s performance of Services. Fanz may not require an exclusive relationship between Fanz and Content Creator. A Content Creator is classified as an independent contractor and is free at all times to provide Services to persons or businesses other than Fanz, including any competitor of Fanz. Fanz and Content Creator agree to indemnify, hold harmless and defend Cinefanz from any and all claims arising out of or related to their Service Contract.

3.8 General.

Service Contracts shall be governed by Sections 6 (Confidential Information), 11 (General), and 12 (Definitions) of these Content Creator Terms and Conditions, as applicable either directly or by way of analogy.

3.9 Entire Agreement.

The terms and conditions set forth in this Section 3 and any additional or different terms expressly agreed by Fanz and Content Creator shall constitute the entire agreement and understanding of Fanz and Content Creator with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.




 
  1. ACKNOWLEDGMENTS BY USER OF CINEFANZ’S ROLE.


4.1 Service Contracts.

User expressly acknowledges, agrees and understands that: (i) Cinefanz is merely a venue where Users may act as Fanzs or Content Creators; (ii) Cinefanz is not a party to any Service Contracts between Fanzs and Content Creators; (iii) User recognizes, acknowledges and agrees that User is not an employee of Cinefanz and that Cinefanz does not, in any way, supervise, direct, or control User's work or Services; (iv) Cinefanz shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) Cinefanz has no control over Content Creators or over the Services promised or rendered by Content Creators; and, (vi) Cinefanz makes no representations as to the reliability, capability, or qualifications of any Content Creator or the quality, security or legality of any Services, and Cinefanz disclaims any and all liability relating thereto.

4.2 Proprietary Rights.

Cinefanz and its licensors reserve all Proprietary Rights in and to the Cinefanz. User may not use the Cinefanz except as necessary for the purposes of discharging its obligations under these Content Creator Terms and Conditions and any Service Contract entered into pursuant to these Content Creator Terms and Conditions. Cinefanz reserves the right to withdraw, expand and otherwise change Cinefanz at any time in Cinefanz’s sole discretion. User shall not be entitled to create any "links" to Cinefanz, or "frame" or "mirror" any content contained on, or accessible through, Cinefanz, on any other server or internet-based device.




 
  1. PAYMENT


5.1 Payment.

Cinefanz will automatically disburse funds to Content Creators according to the payment instructions on file with Cinefanz no more than thirty (30) days after the funds become payable to the Content Creator.

5.2 Service Contract Fees

In the event of a dispute over Service Contract Fees, the Content Creator shall have the right to invoke the Dispute Resolution Policy set out in Section 11.10.




 
  1. CONFIDENTIAL INFORMATION.


6.1 Confidentiality.

To the extent a Fanz or Content Creator provides Confidential Information to the other, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of Cinefanz, to any Fanz or Content Creator engaged in a Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through Cinefanz for use by Content Creator).

6.2 Return.

If and when Confidential Information is no longer needed for the performance of Services for the relevant Contract, or at the Fanz's or Content Creator's written request (which may be made at any time at Fanz's or Content Creator's sole discretion), Fanz or Content Creator (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Fanz or Content Creator, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section 6.2 within ten (10) days after the receipt of disclosing party's written request to certify.

6.3 Publication.

Without limiting Section 6.1 (Confidentiality), Fanz, Content Creator and Cinefanz shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.




 
  1. WARRANTY DISCLAIMER.


Cinefanz makes no express representations or warranties with regard to the services, work product, Cinefanz or any activities or items related to these Content Creator Terms and Conditions. To the maximum extent permitted by law, Cinefanz disclaims all express or implied conditions, representations and warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Section 10.2 (Termination) states User's sole and exclusive remedy against Cinefanz with respect to any defects, non-conformances or dissatisfaction.




 
  1. LIMITATION OF LIABILITY.


In no event will Cinefanz be liable for any special, consequential, incidental, exemplary or indirect costs or damages, litigation costs, installation and removal costs, or loss of data, production or profit. The liability of Cinefanz to any User for any claim arising out of or in connection with these Content Creator Terms and Conditions shall not exceed an amount equal to the Service Contract Fee retained by Cinefanz in connection with the relevant Service Contract between the Fanz and the Content Creator. These limitations shall apply to any liability, arising from any cause of action whatsoever, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.




 
  1. INDEMNIFICATION.


9.1 Proprietary Rights.

Each User shall indemnify, defend and hold harmless Cinefanz and its group, subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 9) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.




 
  1. TERM AND TERMINATION.


10.1 Term.

The term of these Content Creator Terms and Conditions commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.

10.2 Termination.

Either party may terminate these Content Creator Terms and Conditions at any time, with or without cause, effective upon thirty (30) days written notice to the other party (or by terminating or suspending User's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and these Content Creator Terms and Conditions shall continue to apply with respect to such Service Contracts.

10.4 Survival.

Sections 4 through 12 of these Content Creator Terms and Conditions shall survive any termination of these Content Creator Terms and Conditions.




 
  1. GENERAL.


11.1 Entire Agreement.

These Content Creator Terms and Conditions set forth the entire agreement and understanding of the parties relating to its subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the parties.

11.2 Side Agreements.

Notwithstanding Section 11.1, Fanzs and Content Creators may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, assignment of rights, etc.). These Content Creator Terms and Conditions, however, will govern and supersede any term or condition in a side agreement that purports to expand Cinefanz’s obligations or restrict Cinefanz’s rights under these Content Creator Terms and Conditions.

11.3 Notices: Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete these Content Creator Terms and Conditions and to deliver any notices pursuant to these Fanz Terms and Conditions; and (b) electronic records to store information related to these Content Creator Terms and Conditions or your use of Cinefanz. Notices hereunder shall be invalid unless made in writing and given (i) by Cinefanz via email (in each case to the email address that you provide), (ii) a posting on the Site or (iii) by you via email to mailto:support@cinefanz.com or to such other addresses as Cinefanz may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

11.4 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

11.5 Assignment.

User may not assign these Content Creator Terms and Conditions, or any of its rights or obligations hereunder, without Cinefanz’s prior written consent in the form of a written instrument signed by a duly authorized representative of Cinefanz (and, for the purposes of this Section 11.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices). Cinefanz may freely assign these Content Creator Terms and Conditions without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void.

11.6 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

11.7 Governing Law.

These Content Creator Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of United States and Virginia.
Each party irrevocably agrees that the courts of United States and Virginia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Content Creator Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

11.8 Dispute Resolution Policy.

In the event of a dispute between the Fanz and Content Creator over the work performed or delivered under the Service Contract, Cinefanz will promptly investigate the dispute to determine, in its sole discretion, whether an adjustment to the Service Contract Fee is appropriate. You agree and acknowledge that: (i) Cinefanz is not providing legal services; (ii) Cinefanz will not advise you regarding any legal matters; (iii) Cinefanz shall not be liable to incur any costs in connection with determining a dispute and (iv) if you desire to have legal representation, you will seek an independent legal practitioner. You will not rely on Cinefanz for any legal advice.




 
  1. DEFINITIONS.


"Agency" means a legally recognized entity with the ability to hire and/or contract.

"Claim" means any controversy, dispute or claim arising out of or relating to these Content Creator Terms and Conditions, including but not limited to a Service Contract.

"Fanz" means any User utilizing Cinefanz to request Services to be performed by a Content Creator. From time to time, Cinefanz may act as a Fanz, and the terms and conditions of this Agreement applicable to Fanzs will apply to Cinefanz when acting in this way.

"Fanz Deliverables" means instructions, requests, intellectual property and any other information or materials that a Content Creator receives from a Fanz for a particular Service Contract.

"Confidential Information" means Fanz or Content Creator Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Content Creator or Fanz; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information.

"Cinefanz" means the online platform operated by Cinefanz, including related software and services, that allows Fanzs and Content Creators to identify each other and enable them to buy and sell Services online.

Cinefanz Support” means the Cinefanz support team contactable at the following address http://support.thecontentcloud.net

"Cinefanz Team" means the online platform accessed using Cinefanz downloaded Team software that enables time tracking, chat and screen shot sharing with other team members.

"Content Creator" means any company or individual User utilising Cinefanz to offer Services to Fanzs.

"Content Creator Deliverables" means instructions, requests, intellectual property and any other information or materials that a Fanz receives from a Content Creator for a particular Service Contract.

"Effective Date" means the date of acceptance of these Fanz Terms and Conditions.

"Indemnified Party" means Cinefanz and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.

"Moral Rights" means any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights".

"Pre-Existing IP" means pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Content Creator or a third party including, without limitation, code written by proprietary software companies or developers in the open source community.

"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

"Service Contract" means a particular project or set of ongoing tasks for which a Fanz has requested Services to be performed by a Content Creator and the Content Creator has agreed on Cinefanz.

Service Contract Fee” means the fee payable by the Fanz under the Service Contract.

"Services" means the provision of content services including, but not limited to research, writing, video, audio, pictures, translation, administration, marketing, design or any other human services.

"Site" means our website located at www.cinefanz.com.

User” means a registered subscriber to Cinefanz or a Content Creator.

"Work Product" means any tangible or intangible results or deliverables that Content Creator agrees to create for, or actually delivers to, Fanz as a result of performing the Services on a particular Service Contract, including, but not limited to, any intellectual property developed in connection therewith.