THE BASIC CAPTURE RULES
1. You can submit 5 :30 Second Clips.
2. AVA/Capture has the right to accept or reject your footage.
3. AVA/Capture owns the rights for footage uploaded to the Capture project.
4. You can not use paid or professional or union talent in your shots.
5. You MUST submit a signed talent release for anyone recognizable in your shots
*required for any video which has clearly identifiable person(s) within the frame
FULL CAPTURE - A COMMUNITY FILMMAKING PROJECT TERMS & CONDITIONS FOR COMMUNITY VIDEO UPLOADING and USE.
You may also DOWNLOAD the full Capture Terms & Conditions
As the following is a lengthy legal agreement, here is a summary of key points:
Filmmaker (“You”) grants the Association for Visual Arts (“AVA”) worldwide rights to use, reproduce, format, distribute, broadcast, etc., submitted content in all media for all purposes. All intellectual property rights of content will be owned and controlled by AVA once submitted to project.
You warrant that all content is original and you are the sole owner of all copyright and intellectual property rights before submission.
You have obtained and agree to provide AVA a completed and signed talent release form for individuals seen or heard in content. No talent is paid.
You will not be compensated for your content at any time for any reason.
You do not currently, and will not in the future use, or authorize use of, submitted content. Content may only be posted on filmmaker’s personal website or personal social networks.
THIS FILMMAKER AGREEMENT is made on , 2014
(1) The Association for Visual Arts, with an office at 30 Frazier Avenue, Chattanooga, TN 37405 ("AVA"); and
(2) YOU ("Filmmaker" or "You").
Filmmaker's Address: Phone:
AVA is a non-profit corporation promoting the arts in the Chattanooga, Tennessee community and is the producer of "CAPTURE-A Community Filmmaking Project”.
B. Filmmaker is the creator and owner of certain Content as more particularly defined below, and or will be in accordance with the attached Brief of the CAPTURE project.
AVA wishes to obtain from Filmmaker, and Filmmaker wishes to provide to AVA, certain Content on the terms and conditions set out below.
WHEREBY IT IS HEREBY AGREED:
"Brief" means the description of the CAPTURE project and aesthetic and technical requirements for entries the project;
"Clearance Paperwork" means this Filmmaker Agreement, together with the Talent Release Form (signed by each applicable person);
"CAPTURE" means the project run by AVA according to the Brief to which Filmmaker will provide Content pursuant to this Agreement and the terms and conditions of the project (and the culminating screening of the project shall be "Event");
"Content" means the Film and other content, including without limitation graphics, sound recordings and biographical materials delivered by Filmmaker to AVA hereunder;
"Film" means an original audio-visual recording created and owned by Filmmaker and submitted to AVA for the project;
"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether registered or capable of registration, including without limitation, copyright, trademarks, trade names, database rights, patents, image rights, Moral Rights and rights of privacy;
"Moral Rights" means the right of integrity, the right of paternity and all other rights customarily referred to as 'moral rights' throughout the world;
"Selected Content" means each item of Content (i.e. each Film or portion thereof) selected by AVA for inclusion in the CAPTURE Project in AVA's sole discretion; and,
"Site" means the AVA website at www.AVArts.org, www.capturechatt.org and/or other URLs notified to Filmmaker from time to time.
2. GRANT OF RIGHTS
2.1. Filmmaker hereby grants to AVA the worldwide rights to use, reproduce, store, format, adapt, distribute, display, publicly perform, license, exhibit, broadcast and/or make available and transmit to end users the Content in all media for all purposes, including but not limited to cinema and television distribution. Further, Filmmaker hereby grants to AVA the right to use, sub-license, reproduce and display the name and likeness of Filmmaker, and any trademarks or trade names related to or contained within the Content for the purposes of marketing and promoting the Content and/or the CAPTURE project and Chattanooga arts community. Unless Filmmaker has requested otherwise, Filmmaker's name and other profile information may be published alongside such material.
2.2. Notwithstanding and without limiting the above, by submitting Content to AVA, Filmmaker consents and agrees to assign and transfer to AVA, in accordance with Clause 5.1 below, all right, title and interest in and to such Content.
2.3. Filmmaker hereby agrees, at the request of AVA, to execute all such further documents and do all such further acts as AVA may require in order to vest in AVA the rights hereby intended to be licensed and/or assigned.
2.4. INDIVIDUALS APPEARING IN CONTENT: Filmmaker warrants that Filmmaker has obtained and agrees to provide to AVA a completed and signed talent release form ("Release Form") which provides consent (and a waiver of moral rights) for use of the name(s), likeness(es), performance(s) and/or voice(s) of each person seen or heard in the Content. Filmmaker further warrants that no paid talent is seen or heard in the Content.
3. FORMAT, DELIVERY AND ASSESSMENT OF CONTENT
3.1. Filmmaker shall upload the Content to AVA in such format(s) in accordance with Clause 7 below, and the Brief and terms and conditions for the project.
3.2. Filmmaker acknowledges that AVA shall assess all Content, such procedure being made up of technical, legal and aesthetic evaluation. AVA shall be entitled in its absolute discretion to accept or reject Content and/or remove any objectionable or infringing material, edit and combine Content with other material, without being obliged to give reasons, and Filmmaker shall have no right to contest any such assessment made by AVA's editors and adjudicators. Filmmaker agrees that AVA shall be entitled in its absolute discretion to make corrections or alterations to submitted Content and to add music and audio enhancements to the Content.
3.3. Filmmaker shall include no music in the Content. Music may be added to the Selected Content by AVA in accordance with the Brief.
4.1. In consideration of the rights granted by license or transferred by assignment by Filmmaker herein, Filmmaker will be paid __N/A _ US dollars __$0___for participation in the project and for rights to the Selected Content.
4.2. Filmmaker acknowledges and agrees that the opportunity to participate in the project and the self- promotional opportunities made available to Filmmaker hereunder by way of publicity and exposure through the project and associated Event, constitutes sufficient consideration for Filmmaker's services and the products of such services provided to AVA (including without limitation the Content) in relation to this Agreement.
5. INTELLECTUAL PROPERTY AND ASSIGNMENT OF RIGHTS
5.1. Filmmaker agrees and acknowledges that Filmmaker (by way of present and future assignment) assigns with full title guarantee to AVA all right, title and interest in the Selected Content (and, accordingly, all Intellectual Property Rights in the Selected Content shall be owned and controlled by AVA). For the avoidance of doubt, AVA's rights under such assignment shall include (without limitation) the exclusive, world-wide rights to use, reproduce, distribute, display, publicly perform, exhibit, broadcast, transmit, license and/or make available the Selected Content In any and all media (including without limitation for television and/or cinema advertising and/or internet exhibition purposes).
5.2. To the fullest extent legally possible in each country of the world, Filmmaker hereby irrevocably waives all Moral Rights in and to the Content in relation to all uses thereof by AVA, and its licensees or assignees.
5.3. Filmmaker acknowledges and agrees that material submitted hereunder is submitted voluntarily and not in confidence or trust, and that no confidential or fiduciary relationship is intended or created between Filmmaker and AVA by reason of submission or otherwise.
6.1. Each party warrants and covenants to the other party that it has the right and power to enter into and fully perform all of its obligations under this Agreement; it will comply with all applicable laws in the performance of its obligations hereunder; and, it shall bear and pay any and all governmental taxes, duties and customs of any kind, however designated, levied or based in any way upon its own performance of this Agreement or the sale, acquisition, communication or resale of any Content.
6.2. If you submit any film, recorded music, text, photographs, graphics or other materials for the project, you hereby warrant and represent that you personally created, wrote and produced such materials and all materials contained within such materials, or that you have obtained all necessary written releases for the uses contemplated hereunder from the owner(s) of those materials for such use on a fully paid up basis that allows usage in all media, worldwide, for all lawful purposes, in perpetuity. If you submit any material comprising any pre-existing recorded content (i.e. "clips" from other films or programs, "samples" or extracts from other records, photographs, graphics, etc.), you must tell AVA and provide details at the time of submission and provide a written release to use.
6.3. SPECIFIC WARRANTIES AND REPRESENTATIONS
YOU WARRANT AND REPRESENT TO AVA THE FOLLOWING:
6.3.1 ALL CONTENT IS ORIGINAL: Subject to the provisions below, all Content and material used in the Film(s) is your own original work (or, where Filmmaker is a company, the original work of your employees) and has not previously been displayed publicly, published or used on any website or broadcast or in any other communications in any country of the world. For the avoidance of doubt, you warrant that you are the sole owner of all copyright and other Intellectual Property Rights in all Content (unless otherwise notified in writing to AVA before the Content is submitted).
6.3.2 USE OF MUSIC: Any use of music composed and/or recorded and/or used in a Film has been approved by AVA in writing in advance of use and is cleared in writing for use on a fully paid up basis that allows usage in all media, worldwide, for all lawful purposes, in perpetuity. Any use of music from a pre-existing source must be cleared in writing for use by Filmmaker as set forth in this Section 6.3.2 and notified in writing to AVA at the time of delivery. Filmmaker agrees to produce written evidence of such rights clearance(s) at the time of delivery and promptly on request.
6.3.3 USE OF TALENT: The Filmmaker warrants that (further to the requirements of Clause 2.4 above) written permission in the talent release form has been obtained for use of the name(s), likeness(es), performance(s) and/or voice(s) of each person seen or heard in the Content (and the Filmmaker shall provide copies of such written permissions to AVA at the time of submission of the film) and that such persons have granted in writing all usage rights on a complementary basis, that allows unrestricted worldwide usage in all media for all lawful purposes set forth in the Release Form, in perpetuity. Filmmaker warrants that no paid talent appear in the Content and that the Content is not subject to any union or guild jurisdiction.
6.3.4 USE OF PHOTOS, GRAPHICS, TEXT OR OTHER THIRD PARTY MATERIAL: Any use of photos, graphics, text or other material created, licensed or otherwise owned or controlled by any third party has been cleared in writing for all relevant rights. Any use of photos, graphics, text or other third party material from physical or online sources (including from a book, a painting, a newspaper or a website) has been cleared in writing for use by Filmmaker and made known to AVA at the time of delivery. Filmmaker agrees to produce written evidence of such rights clearances at the time of delivery.
6.3.5 EMPLOYEES AND "WORKS FOR HIRE": Where Content incorporates the work of employees of Filmmaker or of any other third parties (or is a so-called "Work for Hire"), the Intellectual Property Rights in the Content have been assigned in writing to the employer/Filmmaker and the Moral Rights of such employees, workers and persons have been waived in writing to the fullest extent possible in relation to all uses of the Content. Filmmaker shall produce written evidence of assignment at the time of upload of the Content.
6.3.6 NO OBJECTIONABLE MATERIAL: Content shall not contain imagery or audio content which: (a) is sexually explicit or suggestive, violent derogatory of any ethnic, racial, gender, religious, professional or age group, profane or pornographic, or which contains any dangerous activity or promotes the excessive or irresponsible consumption of alcohol; (b) promotes use of drugs, tobacco, firearms/weapons; (c) is obscene or offensive or endorses any form of hate; (d) contains trademarks, logos or trade dress owned by others, or advertises or promotes any brand or product of any kind without written permission, or contains any personal identification, such as license plate numbers, personal names, email addresses or street addresses; (e) contains copyrighted materials owned by others (including photographs, sculptures, paintings and other works of art or images published on or in websites, television, movies or other media) without permission; (f) depicts, or is itself, a violation of any law.
6.3.7 NO INFRINGEMENT: The use by AVA of submitted Content will not infringe any Intellectual Property Right(s) of Filmmaker or any third party.
6.3.8 NOT DEFAMATORY: The Content is not defamatory and its use by AVA, end users and other third parties will not infringe any publicity or personality rights of any person.
6.3.9 NO EARLIER CONTRACTS: Filmmaker is not in breach of any employment, agency or commissioning contract with any third party by reason of entering into or exercising or granting any rights or performing any obligations under this Agreement.
6.3.10 EXCLUSIVITY: Filmmaker does not currently and will not in future use, exploit, submit or authorize or cause
any other person to use for any purposes (other than use by Filmmaker for self-promotional purposes), material which is the same as or substantially similar to any Content submitted to AVA by Filmmaker. For the avoidance of doubt, Filmmaker may subsequently use Films submitted hereunder only by way of posting on Filmmaker's own website(s) and Filmmaker's own social network sites (e.g. Filmmaker's own YouTube channel).
6.4. In the event of any breach of the terms and conditions contained in this Agreement by AVA, the aggregate liability of AVA in connection with this Agreement shall be limited to damages, which shall not exceed the amount actually received by Filmmaker hereunder. AVA shall not, in any circumstances, be liable for any indirect, incidental or consequential loss or damage. Nothing in this Agreement shall exclude or limit the liability of AVA for death or personal injury resulting from the negligence of AVA or that of its agents or employees.
6.5. Filmmaker hereby indemnifies AVA (together with its associated, subsidiary and affiliated companies) and shall hold it harmless from and against any and all liability, loss, damages, costs, legal costs and disbursements, professional and other expenses of any nature whatsoever incurred or suffered by it, arising by reason or in consequence of any breach by Filmmaker of any of the representations, warranties or obligations of Filmmaker set out in this Agreement.
6.6. Filmmaker agrees to notify AVA immediately but in no event later than three (3) days after it becomes aware of any actual or threatened infringement, dilution or other impairment of any item of Content ("Infringement"). Upon receipt of such notice, AVA shall decide whether to assert or file any legal or equitable proceedings ("Action") with respect to such Infringement at its sole discretion. If any such Infringement has occurred, AVA may, in its sole discretion exercisable upon notice to Filmmaker, either pursue the Action or authorize Filmmaker to prosecute the Action in Filmmaker's own name. In the event AVA elects to pursue such Action, Filmmaker shall reasonably cooperate with AVA in the Action. If AVA authorizes Filmmaker to pursue the Action, Filmmaker shall advise AVA of all developments in connection with the Action of which Filmmaker becomes aware and AVA shall have the right to participate in such Action.
7. ENTRY TO PROJECT
7.1. ALL ENTRIES MUST COMPLY WITH THE PROJECT RULES AND MUST BE RECEIVED ACCORDING TO THE PROJECT TIMELINE. Please note that the specific times and details of the Project are subject to change on short notice. Filmmaker must be over the age of 18 at the date of entry of the Competition (or with permission of parent or legal guardian on their behalf).
7.2. On request, Filmmaker agrees to provide the original audio and video files used during production of the Content for broadcast or other purposes (which may include digital video and/or audio files).
7.3. Submissions must be primarily in English (or subtitled in English) and AVA reserves the right to edit, crop or cut Content in its sole discretion.
7.4. Once submitted, the Content cannot (and will not) be returned. AVA may, in its sole discretion, remove, delete and/or void any submitted Content it deems inappropriate or otherwise non-compliant. All submitted Content will be reviewed before being published or incorporated into the project; however, such review does not relieve Filmmaker from responsibility for compliance with this Agreement.
7.5. The individual Filmmaker submitting Content will be deemed the sole entrant for that Content. If any group has collaborated on a submitted item of Content, the entire group will be deemed to have designated such Filmmaker, as the agent for such group, to agree to these terms and to accept the payment on behalf of the group. AVA shall not be liable for any dispute between such collaborators.
8.1. If either party waives any breach of this Agreement committed by the other party, such waiver shall not be deemed to be a waiver of any subsequent similar breach or of any other breach at any time.
8.2. Your entry to the Project and submission of Content creates no partnership, client, fiduciary or other professional or employment relationship.
8.3. If any provision of this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall nevertheless continue in full force and effect. Termination of this Agreement shall not release either party from any of its obligations hereunder which are intended to have a continuing effect.
8.4. This Agreement shall be personal to Filmmaker, and Filmmaker shall not be entitled to assign any of its rights or obligations hereunder without the prior written consent of AVA.
8.5. No responsibility or liability is assumed by AVA for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the project: hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; power failure, weather or acts of nature.
8.6. Filmmaker agrees that in the event of any default of any of the terms of this Agreement by AVA (or any third party), Filmmaker's only remedy will be an action at law for damages actually suffered by Filmmaker (if any) and in no event shall Filmmaker be entitled to rescind this Agreement or to receive any injunctive or other equitable relief or to restrain the distribution, exhibition, advertising or other exploitation of any Content acquired by AVA hereunder or of any rights granted or assigned under this Agreement.
8.7. All rights and obligations hereunder shall be construed and interpreted in accordance with the laws of Tennessee.
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