Platform User Agreement
1. Film Wallet Group Sdn Bhd (as defined below); and
2. Registered User (as defined below).
Film Wallet Group Sdn Bhd and Registered User are collectively referred to as “Parties” and individually referred herein as “Party”.
Before accessing this platform of Film Wallet Group Sdn Bhd (as defined below as “Film Wallet Platform”) further, the Registered User needs to read and understand the terms and conditions that apply. The following terms and conditions (“Terms and Conditions”) are for the use of Film Wallet Platform, Services (as defined below) and features available on Film Wallet Platform.
1.1 Each of the capitalized words or terms used in these Terms and Conditions has the meaning given to it above or set out below (unless the context otherwise requires):
“Buyer” means any Registered User who wishes to acquire rights to broadcast or exhibit Content made available by the Seller in the Film Wallet Platform.
“Commission” means a charge of 15% of gross price of any successful Transaction payable by the Seller to Film Wallet Group Sdn Bhd. Such gross price of the Transaction shall be calculated on all consideration paid for the Transaction by the Buyer to the Seller.
“Content” means all film, TV, video clips, graphics, animations, digital media, audio-visual representations or any combination of the preceding together with all information contained therein.
“Listing” means the Content listed by the Seller in Film Wallet Platform which shall be accompanied by the Listing Information.
“Listing Information” means the trailers, stills, images, synopsis, run times, names of directors, producers, casts and all other associated information to the particular Content which allows Buyer to make assessment on the Content.
“Intellectual Property Rights” means, including but not limited to, any copyright, patent, trademark, tradename, industrial design, logo, service mark, trade secret, know-how and other intellectual property or propriety rights (whether registered or unregistered) in or related to the Content, anywhere in the world.
“Personal Data” means personal information in relation to an individual which can be identified from the personal information, including any sensitive personal data and expression of opinion(s) by the individual.
“Personal Data Laws” means all legislations, regulations, guidelines, byelaws in force in relation to the collection, handling, processing, storage, use or disclosure of Personal Data, as amended from time to time.
“Seller” means any Registered User that has rights in Content that he/she/it listed in Film Wallet Platform and can make available for licensing. This includes individual or entity that lawfully owns all the Intellectual Property Rights of the Content by virtue of he/she/it who produced the Content (“Original Owner”); and person or entity that has acquired all the necessary rights under the law from the Original Owner to distribute the Content.
“Registered User” or “You” means any individual (natural person or any person representing and/or acting on behalf of any business, business entity or legal entity) who has registered himself/herself/itself with and has registered account on Film Wallet Platform and accesses and uses the Services.
“Services” means all the services and features provided by and made available through the Film Wallet Platform.
“Transaction” means a binding contract with all necessary commercial terms and conditions for licensing of a piece of Content agreed by and executed between the Seller and Buyer.
“Film Wallet Group Sdn Bhd” is a Malaysian company registered under the laws of Malaysia with its registered office at [Level 41, Vista Tower, The Intermark, 348 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.] (“We” or Us”).
“Film Wallet Platform” means this online marketplace which provides place and opportunity for exploration, distribution, acquisition and/or licensing of the Content between the Seller and the Buyer (“Purpose”).
1.2 In these Terms and Conditions: (a) words importing the singular include the plural and vice versa, and words importing one gender include all genders; (b) words or phrases signifying inclusion of what follows them, or that what follows them is an example or of particular interest, are not to be construed as limiting the generality of what precedes them; and (c) clause headings are for ease of reference only and are not to be taken into account in construing these Terms and Conditions.
2.1 Film Wallet Platform operates as an intermediary party within the entertainment industry for Sellers to promote his/she/its Content and Buyers to access to, assess and acquire license of the Content licensing in consistent with the Purpose.
2.2 Film Wallet Platform respects the originality, creativity and innovation underlying all Content. As such, Film Wallet strives to protect the all copyright and confidentiality of Content, information and data provided by the Registered Users to Film Wallet Platform. In order to uphold such spirits, the following policies should apply:
- Film Wallet Platform will only allow Listings in relation to Content which is deemed legal in the country of its original production and Film Wallet Platform shall have rights to reject, cancel or delete any Listing and/or Content that it considers unsuitable for any reason; and
- Film Wallet makes no representation or warranty as to the Listings, Content and Listing Information which are provided solely by the Seller.
3. REGISTRATION TO BE A REGISTERED USER
3.1 In order to access, register in and use Film Wallet Platform and/or Services, the Registered User shall be at least 18 years old and having the legal capacity, rights and power and authority necessary to bind the Registered User in a valid agreement (including, for the avoidance of doubt, the Agreement) in accordance to the applicable rules and regulations in Malaysia.
3.2 In addition to Paragraph 3.1 above, during registration, the following criteria shall apply:
- You must use the name by which you as an individual are ordinarily known and the name of your duly registered legal entity under the appropriate authority and law;
- You must not use initials, a generic name, a third party’s name, or a name that infringe any third party’s right;
- You must own a contactable telephone number and a valid email address.
3.3 You warrant that by registering yourself as a Registered User, you have the authority to bind your legal entity that you represent.
3.4 We may, at our sole and absolute discretion, decline to make available the Services by refusing the registration of an applicant for any reason which may include but not limited to:
- the eligibilities set out set in Paragraph 3.1 and/or 3.2 above is not met; and/or
- the applicant fails to verify the details required during the registration process.
3.5 A Registered User may access Film Wallet Platform and use the Services as a Seller, a Buyer or as both.
3.7 Film Wallet may periodically update these this Agreement. You should check this Agreement regularly for updates. By continuing to use the Services and access the Film Wallet Platform you are deemed to have accepted and/or consented to and/or to be bound by such revisions and/or modification of this Agreement.
3.8 You hereby agree that Film Wallet is entitled to suspend, disable or terminate your registered account or to block or remove the Content or Listing Information or anything you have submitted to Listings if Film Wallet determines that you have violated any provision of this Agreement or that your conduct may undermine the reputation of Film Wallet or any other Registered User.
3.9 You may terminate your registered account at any time by sending a notice of cancellation to email@example.com. Upon cancellation of your registered account, Film Wallet will, within 14 days, disable and terminate your account and permanently remove all your Content, Listings, Listing Information in the Film Wallet Platform.
3.10 In the event you exercise your right to terminate under Clause 3.9, you will remain liable for all payable Commission by you.
4.1 The Services provided within Film Wallet Platform are as follows:
- All Listing and the use of Services by the Seller shall be free of charge;
- The access to the Listing and use of Services by the Buyer shall be free of charge;
- The interaction between the Seller and the Buyer on Film Wallet Platform shall be free of charge; and
- Film Wallet’s right to a Commission arises when a Transaction takes place.
4.2 Before attempting a Transaction, Buyer and Seller are advised to undertake their respective due diligence on each other and the availability, quality, suitability, of the Content, accuracy of the Listing Information, warranty and all other relevant information.
4.3 The Transaction is directly between Buyer and Seller and Film Wallet accepts no obligations in connection with any such contract in so far as the Content in concern. Buyer and Seller to such Transaction will be entirely responsible for the Content licensing contract between them and Film Wallet shall only involve in the Transaction between the Buyer and Seller in relation to the payment stakeholder between the Buyer and Seller.
4.4 In furtherance to Clause 4.3 above, the Buyer and the Seller hereby undertake that the contract for the Transaction shall include Film Wallet as the stakeholder of the payment for the licensing of Content under the Transaction (“Buyer’s License Consideration”).
4.5 For the avoidance of doubt, Film Wallet’s right to a Commission under Clause 4.1(d) above shall apply regardless of whether the Buyer enters into the Transaction with the Seller on or off Film Wallet Platform and regardless of whether Clause 4.4 above is duly complied with. The Seller, the Buyer or both undertake(s) to notify Film Wallet immediately upon a Transaction taken place.
4.5 Following the occurrence of a Transaction, the Buyer shall make payment for Buyer’s License Consideration to Film Wallet as a stakeholder through telegraphic transfer or via the payment method provided in Film Wallet Platform. Film Wallet will hold the Buyer’s License Consideration until the Seller delivers the Content and all materials related to the piece of Content to the Buyer.
4.6 Once the Buyer confirms receiving the Content and all materials related to the piece of Content by notifying Film Wallet, Film Wallet shall deduct the Commission from the Buyer’s Purchase Monies, and remit the balance to the Seller via telegraphic transfer. Film Wallet shall issue receipts or tax invoices for the Commission paid by the Seller on request.
4.7 Film Wallet Platform is designed to facilitate, assist and promote the commercial transactions amongst the Registered Users in consistent with the Purpose and therefore Film Wallet shall be entitled to the Commission arises under Clause 4.1(d) above regardless of whether the Transaction is formalized within or outside Film Wallet Platform as stated in Clause 4.5 above and regardless of whether the Transaction includes Film Wallet as a stakeholder to the Buyer’s License Consideration as stipulated in Clause 4.4 above.
4.8 In the circumstances where:
- the Buyer and Seller are in breach of the Clause 4.4 above; and/or
- the Buyer circumvents its obligation to pay the Buyer’s Purchase Consideration to Film Wallet as a stakeholder by paying such payment to the Seller directly in any way,
the Seller shall be liable for all such Commission payable to Film Wallet entitled the Transaction.
5. RIGHTS AND OBLIGATIONS OF REGISTERED USER
5.1 You are fully responsible for the use of Services and/or Content disseminated through the Services and your registered account, whether by you or any third party. You agree that Film Wallet will not be liable for and we disclaim any and all liabilities with regard to any transmission, information or Content through the Service(s). You agree that Film Wallet will not be held liable or responsible in any way for any prohibited and/or unauthorised use of the Service(s).
5.2 You are fully responsible for and must ensure the secrecy of your login identification, passwords or email or the account registered by You. You must ensure that these are not revealed to any third party outside your organization. As a registered user, you are fully responsible for activities that occur thereunder, whether or not such activities were carries out with your express consent and/or knowledge or otherwise.
5.3 You must report immediately to us (within 24 hours) upon discovery of any fraud, theft, loss, unauthorised usage or any other occurrence of unlawful acts in relation to your registered account and its use in respect of the Services. You agree to lodge and provide us a certified copy of a police report, if needed. You will remain responsible for all transactions and access using the account and/or log-on details by any third party whether authorised by you or not, until the report is formally made to us. You agree we will not be liable for any unauthorised access to your data and Content even where the access occurs as a result of a fault in Film Wallet Platform in any way.
5.4 You shall only have a non-exclusive, non-assignable, non-transferable, limited and personal right and revocable license to use the Services. You must not assign or transfer such license to any other party without express consent of Film Wallet. You will not acquire any right in any Film Wallet’s intellectual property rights by virtue of you registering as a Registered User and/or using the Services. All rights not expressly granted by Film Wallet herein are reserved.
5.5 In the use of the Services, you represent and warrant that:
- You are older than 18 years of age;
- You are a professional in entertainment industry and you represent a legal organisation in the entertainment industry;
- You have the authority to represent and bind your legal organisation with regards to all your use of the Services including but not limited to enter into a Transaction;
- You have genuine and all commercial intention to transact in a Transaction on the Film Wallet Platform;
- All the information you provide to Film Wallet and to Film Wallet Platform is true and accurate and you will inform us in writing immediately of any changes to such information provided, including any changes to your address, business and/or contact particulars;
- You will treat all information on and off the Platform in strict confidence;
- You will not make or attempt to access the Platform to reverse engineer, decompile, or otherwise derive the source code of the Platform and/or alter the functionality of Film Wallet Platform and/or modify any intellectual property rights contained in Film Wallet Platform;
- You will not do or attempt to do anything which disrupts or undermines the reputation or goodwill of Film Wallet and/or any of any other Registered User;
- You will not do or attempt to do anything which affects other Registered User’s enjoyment of or access to the Services or cause annoyance, harassment, abuse, threat, irritation, inconvenience or anxiety to anyone;
- You will not make or attempt any illegal or unauthorised access to any other Registered User’s account;
- You will not do or attempt to do anything which infringes any party’s privacy or Intellectual Property Rights;
- You will not hold Film Wallet liable for any damage or loss You suffered in respect of any Transaction You entered on or off Film Wallet Platform.
5.6 If You believe Your Intellectual Property Rights has been infringed or violated by any other party, please notify Film Wallet via firstname.lastname@example.org as soon as possible. If Film Wallet has reasonable grounds to believe that such infringement of Intellectual Property Rights amounts to an actionable claim, Film Wallet shall have right to take down the Content in question and notify the relevant party.
6. REPRESENTATIONS OF SELLER
6.1 In addition to the representations and warranties set out in Clause 5.5 above, the Seller further represent and warrant that:
- the Content he/she/it lists on Film Wallet Platform under Listing and actually licensed to Buyer complies with all applicable law and has all the Intellectual Property Rights;
- the Content he/she/it listed on Film Wallet Platform under Listing and actually licensed to Buyer does not infringe any third party’s copyright, trademark or any other rights, and free from any claim in relation to the Content;
- the Content and Listing information he/she/it listed on Film Wallet Platform under Listing and actually licensed to Buyer does not contain any Personal Data unless the subject individual identified in the Personal Data has consented to such disclosure of his/her Personal Data in the Content;
- the Listing information he/she/it listed on Film Wallet Platform under Listing and actually licensed to Buyer does not contain any information which is untrue, inaccurate, misleading or not up to date;
- he/she/it has genuine and bona fide intention to negotiate and complete the Transaction that he/she/it is offering on the Platform;
- he/she/it will include Film Wallet as a stakeholder of the Buyer’s License Consideration of a Transaction and will immediately notify Film Wallet upon occurrence of the Transaction with the Buyer;
- he/she/it will not or attempt to circumvent Film Wallet’s right as the stakeholder of the Buyer’s License Consideration and in the event the Buyer pays the Buyer’s License Consideration directly to the Seller, he/she/it will pay to the Commission to Film Wallet promptly.
6.2 The Seller further undertakes and agrees to indemnify and hold Film Wallet and its respective employees, directors, officers, suppliers, contractors and agents harmless from and against any and all claims, demands, actions, damages, loss, costs, charges, liabilities and expenses (including solicitor’s fees and costs) of every nature directly and indirectly, arising out of or in connection with, including:
- any claims in relation to matters set out in Clause 6.1 above;
- any claims for libel, slander, defamation, invasion of privacy, infringement of patent, trademark, copyright, intellectual property right or other proprietary right, breach of confidence and/or breach of any law or regulation arising from or attributable to the Seller’s use of Services or howsoever arising;
- use of Services by any person using the Seller’s log-on details with or without the Seller’s consent and/or authority;
- any act or omission by the Seller or any unauthorised use or exploitation of the Services;
- any non-compliance with or breach of any provisions of this Agreement by the Seller;
- any Content or Listing Information the Seller listed on Platform or the use of the Services by the Seller.
7. REPRESENTATIONS OF BUYER
7.1 In addition to the representations and warranties set out in Clause 5.5 above, the Buyer further represent and warrant that:
- He/she/it has the ability to meet its obligation arises under a Transaction with the Seller;
- he/she/it has genuine and bona fide intention to negotiate and complete the Transaction that the Seller is offering on the Platform;
- he/she/it will include Film Wallet as the stakeholder of the Buyer’s License Consideration of a Transaction and will immediately notify Film Wallet upon occurrence of the Transaction with the Seller;
- he/she/it will not or attempt to circumvent Film Wallet’s right as the stakeholder of the Buyer’s License Consideration and will pay the Buyer’s License Consideration to Film Wallet as stakeholder of the Transaction;
- he/she/it will comply with and adhere to all terms and conditions set out in the Transaction with the Seller.
7.2 The Buyer further undertakes and agrees to indemnify and hold Film Wallet and its respective employees, directors, officers, suppliers, contractors and agents harmless from and against any and all claims, demands, actions, damages, loss, costs, charges, liabilities and expenses (including solicitor’s fees and costs) of every nature directly and indirectly, arising out of or in connection with, including:
- any claims in relation to matters set out in Clause 7.1 above;
- any claims for libel, slander, defamation, invasion of privacy, infringement of patent, trademark, copyright, intellectual property right or other proprietary right, breach of confidence and/or breach of any law or regulation arising from or attributable to the Buyer’s use of Services or howsoever arising;
- use of Services by any person using the Buyer’s log-on details with or without the Buyer’s consent and/or authority;
- any act or omission by the Buyer or any unauthorised use or exploitation of the Services;
- any non-compliance with or breach of any provisions of this Agreement by the Buyer;
- the use of the Services by the Buyer.
8. PERSONAL DATA
8.4 You further undertake and agree to indemnify and hold Film Wallet and its respective employees, directors, officers, suppliers, contractors and agents harmless from and against any and all claims, demands, actions, damages, loss, costs, charges, liabilities and expenses (including solicitor’s fees and costs) of every nature directly and indirectly, arising out of or in connection with your action, omission or negligence in dealing with Personal Data that results in Film Wallet being in breach of any Personal Data Laws. To the extent permissible by any applicable law, Film Wallet shall not be liable for the conduct, omission or negligence of Registered Users in relation to collection, process, and disclosure of Personal Data.
9. RIGHTS AND DISCLAIMERS OF FILM WALLET
9.1 Film Wallet shall have right to immediately bar, suspend, disconnect or terminate your registered account, the Service(s) or this Agreement if You breach any of these Terms and Conditions of this Agreement which you are required to comply with.
9.2 Film Wallet reserves the right to update and improve the functionality, surface, outlook, layout of Film Wallet Platform any time without any prior notice. Film Wallet may, at its discretion (but not obliged to), refuse or remove access to any Content and/or Listing Information which you transmit, make available, access, use or acquire via the Services, including those which may or are alleged to contravene the laws of Malaysia, improper, false, defamatory, menacing, abusive, offensive, obscene, indecent, threatening, harassing, objectionable or illegal or infringe any party’s intellectual property rights.
9.3 Film Wallet has no obligation to screen or monitor any Content and/or Listing Information and does not guarantee any information contained in Film Wallet Platform complies with this Agreement.
9.4 We do not control or endorse the Content, Listing Information messages and/or information obtained through or found in the Services and therefore, we specifically disclaim any liability with regard to the Services and any actions resulting from your use of the Services and your reliance on any Content obtained through the Service.
9.5 You are solely responsible for any Content, Listing Information, information and/or materials that you load into the Platform and/or use together with the Services.
9.6 The Services and Film Wallet Platform are provided on an “as is” and “as available” basis. You shall therefore use the Services and Film Wallet Platform at your own risk. You agree that no condition, warranty, indemnity, guarantee or representation of any kind, whether express or implied, arising by law, course of dealing, usage, trade practice, custom, prior oral or written statements, is given or made by Film Wallet:
- as to the state, quality, description or otherwise of the Services and/or Film Wallet Platform;
- as to the Services and/or Film Wallet Platform’s fitness for any purpose, suitability, satisfaction, merchantability, or that they will not infringe any rights in law or contract;
- as to performance of Film Wallet Platform and/or any material supplied in connection with the provision of the Services;
- concerning any Content, Listing Information and any information contained in the Listings.
9.7 Notwithstanding anything to the contrary herein contained, Film Wallet will not be liable to You or any other party in contract, tort (including negligence) or otherwise in respect of any claim brought by you or by any third party for any loss of profit or revenue or loss of business or loss of data or for interrupted or suspended services or for any direct, indirect, special, incidental, consequential damages, punitive damages, or for any injury caused or suffered by a person or damage to property or any damages arising out of or in connection with the Service(s), Film Wallet Platform or this Agreement, whether or not Film Wallet were or should have been aware of the possibility that such damage or loss would occur. The exclusion referred to herein applies to any action giving rise to an obligation, duty or liability. Film Wallet disclaims any and all liability to the fullest extent allowed by law.
9.8 Without prejudice to the foregoing, in the event that any of the liability cannot be excluded under law and/or where a court or an arbitrator or a tribunal holds or finds us liable to You for any breach, default, negligence and/or actions by us, You agree that the amount of damages payable by us to you will not at any time exceed the sum of USD$1,000.
10. GENERAL PROVISION GOVERNING THIS AGREEMENT
10.1 A right created under this Agreement may not be waived except in writing signed by the Party granting the waiver. No delay or omission by either party to exercise any right under the Agreement will impair such right or be construed as a waiver thereof and no such delay or omission shall extend time or be construed to extend time for the performance of any right or obligation under this Agreement if a time period is imposed for the performance of such right or obligation. Knowledge or acquiescence by any party of, or in, breach of any of the provisions of this Agreement shall not operate as, or be deemed to be, a waiver of such provision and, notwithstanding such knowledge or acquiescence, such part shall remain entitled to exercise the rights and remedies under this Agreement, and at law, and to require strict performance of all of the provisions of this Agreement. A waiver by any party of any of the obligations to be performed by the other party or any breach thereof will not be construed to be a waiver of any succeeding breach thereto or of any other obligation.
10.2 This Agreement constitutes the entire agreement between you and Film Wallet and supersedes all previous agreements, understanding, proposals, representations and warranties relating to this Agreement.
10.3 Those Clauses which by their nature would survive the termination of this Agreement shall so survive.
10.4 If any provision or Clauses in this Agreement or the application thereof (other than a term or provision relating to any payment obligation) is held invalid or unenforceable, the remainder of the Agreement not so affected and/or capable of substantial performance will be valid and enforceable to the extent permitted by law.
10.5 Each warranty, undertaking and indemnity in this Agreement is a continuing obligation, separate and independent from other obligations of the Party and survives termination of this Agreement.
10.6 This Agreement is binding upon and shall inure to the benefit of both Parties and their respective successors, heirs, executors, administrator, personal representative and permitted assigns. You shall not assign this Agreement without Film Wallet’s prior notice.
10.8 The Agreement will be governed by and construed in accordance with the laws of Malaysia. Parties agree to submit to the exclusive jurisdiction of the Malaysian courts.