ONLINE
ACCESS TERMS AND CONDITIONS
THESE
TERMS AND CONDITIONS apply
to your use of Filmbank’s ‘Visionbank’ website service which is controlled and
operated by Filmbank Distributors Limited ( “ Filmbank”) , a company incorporated under the laws of England and
Wales with company number 1021212 and with its registered address at Warner
House, 98 Theobald’s Road, London, WC1X 8WB, England . Please read these Terms
and Conditions carefully as they govern your use of the ‘Visionbank’ website
service and limit Filmbank’s liability to you. By clicking ‘I accept’ at the
end of this screen and accessing the ‘Visionbank’ website you are forming a
contract and agreeing to the following Terms and Conditions. If you have any
questions please email Filmbank at info@filmbank.co.uk.
1. INTERPRETATION
1.1 For purposes of these Terms and
Conditions, the following capitalised terms shall have the following meanings:
“Content” means all digital images including without limitation
text, images, illustrations, photographs, designs, logos and trailers displayed
on the Site relating to the Licensed Motion Pictures licensed by Licensee or You
in your Motion Picture License Agreement with Filmbank.
“Licensee or You” means the legal entity (and its authorised employees)
which has a current Motion Picture
License Agreement with Filmbank.
“Licensed Motion Pictures” means the theatrical
motion pictures or other programmes that Filmbank elects to make available to
Licensee by way of the Motion Picture License Agreement.
“Motion Picture License Agreement” means the
non-exclusive license agreement between Filmbank and Licensee for the
distribution of Licensed Motion Pictures.
“Parties” means Filmbank and You and each shall be a “Party”.
“Registration” means receipt by Filmbank of the complete
Registration Information in written form.
“Registration Information” means the information requested by
Filmbank including details of your company name, users, e-mail address, account
number and membership groups in order to access the Site.
“Site” means Filmbank’s ‘Visionbank’ website with
URL www.visionbank.co.uk (or such other URL as advised to You from time to
time).
“Territory” means the territories outlined in your Motion
Picture License Agreement.
All other capitalised terms in these Terms and Conditions have the meanings provided in these Terms and Conditions.
1.2
The
headings in these Terms and Conditions do not affect the interpretation of
these Terms and Conditions. References
to “Clauses” are, unless otherwise
stated, to clauses in these Terms and Conditions. Unless the context otherwise
so requires (a) references to Filmbank or the licensor of the Content to
Filmbank include their permitted successors and assigns; (b) references to
statutory provisions include those statutory provisions as amended or
re-enacted; (c) the singular shall mean the plural and vice-versa and any
references to a person shall mean a partnership or incorporated body and
vide-versa; and (d) in the event of any conflict between these Terms and Conditions and the Motion Picture License
Agreement referred to in Clause 1.1 the Motion Picture License Agreement shall take precedence.
2. PROVISION OF SITE
2.1
Use
of the Site is provided by Filmbank and You will receive access to the Site
following execution of Motion Picture License Agreement.
2.2
You
acknowledge that You have provided Filmbank with accurate and complete
Registration Information and that it is your responsibility to update Filmbank
of any changes to the Registration Information (including without limitation any
applicable email address) by notifying Filmbank in writing to the contact
details set out in Clause 5.2.
2.3
Each
Registration is for a single organisation only as included in the Registration
Information. Following Registration, You
will be allocated a user name and password (”ID”) by Filmbank. You may
choose to authorise your employees (together “Users”) to use the ID whilst carrying out the business of your
organisation. You must ensure that the
Users comply with these Terms and Conditions and all specific user terms for
specific Content stated on the Site.
3.
LIMITED RIGHTS TO USE
CONTENT
3.1 Subject to these Terms and Conditions
and your Motion Picture License Agreement, Filmbank hereby licences to You the
non-exclusive, limited and non-transferable rights, until such time as Filmbank
withdraws your access to the Site or the termination of your Motion Picture
License Agreement or You decide to
discontinue access to the Site in accordance with Clause 10, to:
(a)
retrieve,
store and display the Content on a computer or television screen for the
purpose of marketing a Licensed Motion Picture for non-theatrical exhibition in
Filmbank authorised Territory as indicated in your Motion Picture License
Agreement; and
(b)
print
Content on paper, card, posters, plastic and other printable material for the
purpose of marketing a Licensed Motion Picture for non-theatrical exhibition in
Filmbank authorised Territory as indicated in your Motion Picture License
Agreement.
3.2
The
Content is either owned by Filmbank or is used under licence from third parties
(“Third Party Content”) and will be
marked with the copyright notice of those third parties. Some of the Third Party Content will be
subject to specific user terms for specific Content stated on the Site and You
will comply with such user terms if such specific Content is used in accordance
with Clause 3.1.
3.3
You
may not without Filmbank’s prior written permission:
(a)
redistribute
any of the Content (including without limitation by using such Content as part
of any library, archive or similar service) except as stated in Clause 3.1;
(b)
alter,
edit, adapt or otherwise tamper with any Content. You shall not remove or alter
any copyright or other notice, burn-in warnings watermarks (whether visible or
invisible),, associated names, logos, trademarks or the like included in any Content;
(c) use any Content (or any characters,
elements, storylines from the Content) for marketing purposes which are
designed to parody, ridicule or satirise the Content or the motion picture from
which the Content is taken;
(d) use the Content in connection with any
competition, contest, lottery, prize draw, quiz, trivia game, event,
organisation (including, without limitation, an organisation’s logo), product
or service;
(e) use the Content in any feature or
article that is unconnected to or is not primarily focussed on the marketing of
the Licensed Motion Picture from which the Content is taken;
(f)
create
a database in electronic or structured manual form by systematically
downloading and storing all or any of the Content;
(g)
commercially
exploit, sell or supply any Content for money or money's worth or syndicate,
loan, assign, dispose of or otherwise transfer any Content to any other party, except as
permitted under Clause 5.4;
(h)
use
Content in any publication, website or microsite that is primarily devoted to
or themed around the Licensed Motion Picture (including supplements and special
editions); or
;
(i)
Use the Content, or
any elements thereof, to create new works of any kind or nature, including,
without limitation, those which are derivative of the Content.
3.4
Copyright
in any software that is made available for download for the use of the Site and
Content under these Terms and Conditions (“Software”)
belongs to Filmbank or Filmbank’s suppliers.
Your use of the Software is governed by the terms and conditions of any
licence agreement that may accompany or be included with the Software.
3.5
You
acknowledge that all trade marks shown on the Site are either owned by Filmbank
or are used under licence from third parties and that You may not use any such
trade marks without written permission from Filmbank.
3.6
You
will not (a) challenge the ownership of the copyright or trade marks contained
in the Content belonging to either Filmbank or the licensor of the Content to
Filmbank; or (b) claim any rights of ownership over the copyright or trade
marks contained in the Content.
3.7
The
Content shall not be used for any purposes other than permitted under these
Terms and Conditions, including, without limitation, any use which: (i)
infringes any intellectual property or other right of any person or entity; (ii)
violates or may be considered to violate any laws; or (iii) advocates illegal
activity.
3.8
All
rights not expressly granted to You are reserved exclusively to Filmbank and You
agree not to use any Content in any way not authorized. You further acknowledge and agree that Filmbank
owns and retains all right, title and interest in each and every copy of the Content
made by You or on your behalf.
4.
FEES
The use of the Site
is free to You except where any particular fees are shown as payable on the
Site for the use of particular Content.
5.
SECURITY
5.1 Whilst Content is in your possession You
will ensure that such Content is stored safely and securely which includes without
limitation employing adequate measures to prevent any loss, theft or
unauthorised access, copying, exhibition, broadcasting, transmission,
distribution or removal from your premises or facilities of any Content. Any Content displayed on a website must be
low resolution and copy-protected.
5.2 You shall immediately notify Filmbank by
telephone and e-mail regarding any loss, theft or unauthorised access, copying,
exhibition, broadcasting, transmission, removal or other unauthorised use of
any Content. Filmbank’s contact details
for such notification are:
Telephone: + 44 (0) 20 7984 5967
E-mail: info@filmbank.co.uk
Address: Filmbank Distributors
Limited, Warner House, 98 Theobald’s Road,
5.3
Except
in accordance with Clause 5.4, You will not sub-licence any rights under these
Terms and Conditions to a third party or permit a third party to use the Site
in any way (including without limitation use of your ID provided by Filmbank.)
5.4
You
shall be permitted to authorise a third party marketing agency engaged to
design and maintain television, online and print media in which the Content is
presented on behalf of You as envisaged under Clause 3.1 provided that (a) if
requested by Filmbank, full details of such agency are provided by You to
Filmbank, (b) such agency has entered into a contractual commitment with You to
observe the restrictions in these Terms and
Conditions and (c) You do not provide such agency with access to your ID provided
by Filmbank to use the Site.
5.5
Upon
Filmbank’s request, Content will be destroyed or returned to Filmbank.
6.
WARRANTIES AND
INDEMNITIES
6.1 Filmbank warrants that Filmbank (a) will
use all reasonable skill and care in making the Site available following execution
of a Motion Picture License Agreement and completion of Registration; and (b)
has the right to license the Content under these Terms and
Conditions.
6.2 Subject to the above, the Site, the
Content and the Software are provided ‘as is’
and Filmbank gives no representation or warranty of any kind in respect
of the Site, Content and Software. In
particular, Filmbank does not warrant that (a) the Site, the Content or the
Software or any materials, content or information contained therein are
accurate, complete or current, or uninterrupted, error- or virus-free; (b) the
Site complies, in whole or in part, with any laws outside of England and Wales;
(c) the use of the Content (including without limitation any trademarks
included as part of the Content) by You will not infringe any intellectual property
rights of any third parties; or (d) the use of the Content permitted under these Terms and Conditions complies with all laws
(including without limitation laws relating to censorship and public decency)
in all countries.
6.3
You
indemnify and will continue to indemnify Filmbank, Filmbank’s agents,
employees, representatives, associates, affiliates, parent and subsidiary
corporations, Third Party Content providers from any expenses, losses,
liabilities, damages, costs, (including without limitation legal costs)
incurred as a result of claims or proceedings brought or threatened, arising
from your use of the Content and the Site and from any breach of these Terms
and Conditions.
7.
LIMITATION OF
LIABILITY
7.1
Use
of the Site and the Content is entirely at your risk and your only remedy for
any breach of these Terms and
Conditions by Filmbank is to discontinue your access to the Site.
Except as stated in these Terms and
Conditions, Filmbank shall have no liability, whether in contract, tort
(including, without limitation, negligence) or otherwise for any damage or loss
of any kind arising from use of the Site and the Content.
7.2
Filmbank
will not be liable for any business losses such as lost data, lost profits or
business interruption arising from your use or inability to use the Site or the
Content or from any action taken (or refrained from being taken) as a result of
using the Site or the Content.
7.3
Notwithstanding
the above provisions of this Clause 7, Filmbank’s liability will not be limited
in the case of fraud or for personal death or personal injury caused by
Filmbank’s negligence.
8.
PRIVACY POLICY AND
TERMS OF USE
8.1 You will obtain the consent of your
personnel or be able to otherwise justify the disclosure of personal data
(including, without limitation, personal data relating to Users) to Filmbank
for processing by Filmbank, Filmbank’s subcontractors and agents both within
and outside the European Union in accordance with the ‘Privacy Policy’
contained on the Site.
8.2 Access to the Site may be obtained by You
from Filmbank’s general website with URL www.filmbank.co.uk (or such other URL
used by Filmbank from time to time) (“General
Site”). You confirm that You will comply with these Terms and Conditions
and the terms of use contained on the General Site when using either the Site
or the General Site.
8.3 In this Clause 8, the terms “personal data” and “processing” shall have the meanings
ascribed to them in the UK Data Protection Act 1998.
9. LINKS
The Site may contain
links to other websites and resources, either directly or through frames and
where possible Filmbank will make clear where such links are being made. Independent third parties provide these
linked sites and Filmbank is not responsible and shall not be liable for the
availability or content of such non-Filmbank resources.
10. TERMINATION
These
Terms and Conditions are effective until terminated by You or Filmbank. You may terminate these Terms and Conditions
at any time by discontinuing your access to the Site and by destroying all Content
held by You and obtained from the Site and all copies of the Content.
Filmbank
may terminate these Terms and Conditions with respect to You and/or terminate
or suspend your access to the Site immediately at any time and for any reason.
On termination You will immediately destroy all Content held by You and
obtained from the Site and all copies of such Content.