These are the On-line Content Provision Terms and Conditions of Bound Heat Films and or their Assigns (further BHF). In addition to what is stated herein, BHF Terms and Conditions of Use and Privacy Policy are available in full text at www.boundheat.com apply at all times to your use of the Website and shall be deemed part of these terms and conditions for the purposes of your provision of your Content to BHF. In the event of any inconsistency between this Agreement and the BHF Terms and Conditions of Use and Privacy Policy, this Agreement shall prevail to the extent of the inconsistency.
DEFINITIONS: For the purposes of this Agreement the following words and phrases shall have the following meanings:- "Content": All text, written materials, information, data, software, executable code, images, audio or video material in whatever medium or form provided to BHF by you pursuant to this Agreement; "Derivative Work": Original content based on the Content, such as a translation, musical arrangement, dramatisation, fictionalisation, motion picture version, sound recording, art reproduction, abridgement, condensation or any other form in which the footage may be recast, transformed or adapted; "Intellectual Property Rights": all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, "Website": the website at www.boundheat.com and any other URL from which BHF decides to display your Content and or materials derived therefrom from time to time.
GRANT OF RIGHTS: In consideration of the terms of this Agreement and by submitting your contribution to us, you agree to grant us free and perpetual, royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to the Content worldwide and/or to incorporate your Content in other works in any media now known or later developed for the full term of any rights that may exist in your Content. You are free to grant further rights to the Content to other parties on non exclusive bases only, however you hereby confirm and agree that such other grants of rights to others such rights will NOT in any way infringe on BHF rights as granted by you to BHF herein. If you do not want to grant us the rights set out above, please do not submit your contribution to www.boundheat.com.
PAYMENTS: It is at BHF sole discretion to review or to use the content in whole or in part and/or to incorporate the said Content in whole or in part into any Derivative Work created by BHF or its sub licensees. It is also at the sole discretion of BHF to assess the value of the Content if any or any portion thereof . Should BHF in its sole discretion find any tangible value in the Content, then it may offer to the Content provider ( you) one time courtesy fee. The amount of such fee ( if any) is at BHF sole valuation and discretion and it is intended as a courtesy only, NOT as fee for service and/ or to imply a grant of return of any other rights to the Content provider already granted by the Content provider to BHF or to its sub licensees hereinabove.
CONTENT: You shall be responsible for the accuracy and completeness of the Content. BHF has no obligation to you to use the Content or to display the Content on the Website and undertakes no responsibility to review the Content to determine whether the Content may result in any liability to any third party.
INTELLECTUAL PROPERTY RIGHTS: BHF retains all non exclusive Intellectual Property Rights in the Content and/or any Derivative Works, and nothing in this Agreement shall be taken to grant any rights to Content Provider (you) in respect of such Intellectual Property Rights. You hereby irrevocably and unconditionally waive (or has procured the waiver of) all rights in respect of the Content to which you (or any third party) is now or may in the future be entitled pursuant to the Copyright, Designs and Patents and any other moral rights to which you may be entitled under any legislation now existing or in future enacted in any part of the world.
WARRANTIES AND LIMITATION OF LIABILITY:
EACH PARTY WARRANTS TO THE OTHER THAT IT HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT. YOU WARRANT TO BHF THAT THE CONTENT:-
DOES NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, OTHER PROPRIETARY RIGHTS OR RIGHTS OF PUBLICITY OR PRIVACY AND THAT IT SHALL OBTAIN AND MAINTAIN ALL INDIVIDUAL AUTHORISATIONS, LICENCES AND CLEARANCES NECESSARY OR ADVISABLE FOR THE DISPLAY, SALE AND SUB-LICENSING OF THE CONTENT;
DOES NOT VIOLATE ANY LAW, STATUTE, ORDINANCE OR REGULATION (INCLUDING THE LAWS AND REGULATIONS GOVERNING EXPORT CONTROL);
IS NOT DEFAMATORY, TRADE LIBELLOUS, UNLAWFULLY THREATENING OR UNLAWFULLY HARASSING;
DOES NOT VIOLATE ANY LAWS REGARDING UNFAIR COMPETITION, ANTI-DISCRIMINATION OR FALSE ADVERTISING;
INDEMNITY.
YOU SHALL INDEMNIFY BHF AGAINST ANY AND ALL ACTIONS, CLAIMS, COSTS (INCLUDING LEGAL COSTS), DAMAGES, DEMANDS AND EXPENSES BROUGHT AGAINST, SUFFERED OR INCURRED BY BHF AS A RESULT OF THE DISPLAY OF YOUR CONTENT OR ANY DERIVATIVE WORK BASED ON THE CONTENT ON THE WEBSITE AND ANY BREACH OR NON-OBSERVANCE BY YOU OF ANY OF YOUR AGREEMENTS, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT.
ASSIGNMENT: BHF may assign, sub-license, sub-contract or transfer any of its rights or obligations this Agreement to, or allow the exercise of its rights under this Agreement by any third party, and you acknowledge that BHF includes BHF, its sub-contractors, successors and assignees.
CO-OPERATION: You agree to afford every co-operation to and compliance with all reasonable requests of BHF or its representative in respect of this Agreement. If you become aware of any actual or suspected unauthorized use or infringement of the Content (including any Intellectual Property Rights or confidential information relating thereto) or any infringement of the Content, you shall promptly notify BHF. BHF shall, at its sole cost and expense, have first option to take such action (including without limitation, bringing a suit against such third party) as may be reasonably required in order to protect fully the Content (including any related Intellectual Property Rights). In such event, you (at BHF's sole cost and expense) shall provide any assistance in the prosecution of such action reasonably requested by BHF, including (if necessary) assigning to BHF and your right to prevent and protect against the unauthorized use or infringement of the rights referred to hereinabove.
CONFIDENTIALITY: Each party shall keep confidential:-
1. the terms of this Agreement; and
2. any and all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use the other's confidential information for any purpose other than to perform its obligations under this Agreement. The obligations on each party under this Condition shall not apply to any information which is publicly available through no act or omission of that party or a party is required to disclose by order of a court of competent jurisdiction or a regulatory body.
MISCELLANEOUS: No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other rights, powers or privilege. This Agreement constitutes the entire agreement between the parties hereto and no amendment or discharge of this Agreement or of any of its terms shall be valid unless in writing and signed by an authorized signatory of each of the parties hereto. Nothing in this Agreement is intended to or shall be deemed to constitute a partnership between the parties hereto and, save as contained herein, neither party shall have any authority to bind the other in any way. This Agreement is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
GOVERNING LAW: This Agreement shall be governed by, and construed in accordance with, the laws of Czech republic. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of Czech republic, to which the parties hereby submit.