Terms and Conditions

1. OUR SERVICES.

(a). Eligibility. You must be at least 13 years old to access the Site and use the Services, and you must be at least 18 years old to upload Your Content via the Services. If you are 13 years old or older, but under the age of 18, you represent that you have informed your parent or guardian of your use of the Site and Services and that they have given consent for such use and accepted this Agreement on your behalf. You may use the Site and Services only in compliance with this Agreement and all applicable laws, rules, and regulations of each relevant country, state, city, or other political entity. Without limiting any of our other rights or remedies, we reserve the right to remove or suspend Users from the Services who violate this Agreement.

(b). Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site and Services as permitted by the features of the Services. Releasesworld reserves all rights not expressly granted herein in the Site, the Services, and the Releasesworid Content.

(c). User Accounts. Your account on a specific Service (your “User Account”) gives you access to the applicable Service. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your User Account. You must notify Releasesworld immediately by messaging through our Help Center of any breach of security or unauthorized use of your User Account. Releasesworld will not be liable for any losses caused by any unauthorized use of your User Account. By providing Releasesworld with your email address, you consent to Releasesworld's use of that email address to send you Services-related notices, including any notices required by applicable law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services. If you do not want to receive such email messages, you may opt out or change your preferences through your User Account. Opting out may prevent you from receiving email messages regarding changes, updates, or improvements or that relate to Your Content or your User Account.

(d). Service Restrictions. You may use and access the Site and Services solely for lawful purposes. You agree not to do any of the following (these are examples of prohibited conduct and are not all-inclusive):

1.Use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property or other rights of any third party;

2 . Disable, hack, circumvent or otherwise interfere with security related features of the Site or Services or features that prevent or restrict the use or copying of any Releasesworld Content;

3 . Use any Metadata, meta tags, or other hidden text utilizing a Releasesworld name, trademark, URL, or Channel or Service name;

4.Upload, submit, post, email, or otherwise transmit via the Site or Services any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes, or any other form of solicitation;

5.Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive, or false source-identifying information;

6.Upload, submit, post, email, or otherwise transmit, via the Site or Services, any content or other materials that, in the sole opinion of Releasesworld, are unlawful, harmful, threatening, obscene, harassing, defamatory or hateful, or that contain objects or symbols of hate, invade the privacy of any third party, contain pornography, erotica, child pornography or child erotica, are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, or constitute hate speech or are otherwise objectionable;

7.Destroy, interfere with, or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of Releasesworld’s providers or break any requirements, procedures, policies, or regulations of networks connected to the Site;

8.Attempt to scan, probe or test the vulnerability of any Releasesworld system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;

9.Attempt to decompile, disassemble, decipher, or reverse engineer any of the software used to provide the Site or Services;

10.Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device, or mechanism other than software and/or search agents provided by Releasesworld or other generally available third party web browsers (e.g., Firefox, Safari, Edge), including any software that sends queries to the Site to determine how a website or web page ranks;

11.Collect or store personal data about other Users without their express and explicit permission;

12.Misrepresent or impersonate your affiliation with any person or entity, or otherwise commit fraud in connection with your access to or use of the Site or Services;

13.Copy, distribute, or disclose any part of the Site or Services in any medium, including by any automated or non-automated “scraping”;

14.Take any action that imposes or may impose, in Releasesworld’s sole determination, an unreasonable or disproportionately large load on the Site or Services;

15. Use the Site or Services in any manner not permitted by this Agreement; or

16.Instruct, assist, or encourage any other person to do any of the foregoing.

(e). Termination or Suspension of Account/Changes to Services. You agree that Releasesworld may terminate or suspend your account for any or no reason, including if Releasesworld believes, in Releasesworld’s sole determination, that you are violating this Agreement, infringing the intellectual property or other rights of any third party, or engaging in fraudulent activity. Releasesworld may also, without prior notice, change the any of Services; stop providing any of the Services or features of the Services, to you or to Users generally; or create usage limits for any of the Services. If Releasesworld terminates your access to a Service that you have purchased on a subscription or other prepaid basis for no reason, then the unused portion of your subscription or prepaid fees will be refunded. If Releasesworld terminates your access to a Service for violation of this Agreement, then no refund will be provided for the unused portion of your subscription or other prepaid fees.

(f). Location. Releasesworld, the Site, and the Services are based in the United States. Users who access or use the Site or Services from outside the United States are responsible for complying with all applicable laws, rules, and regulations of each applicable U.S. and non-U.S. country, state, city, or other political entity. You represent and warrant that you are not (and you may not access or use the Site or Services if you are) (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and/or (ii) listed on any U.S. Government list of prohibited or restricted parties.

2. CONTENT; RIGHTS.

(a). Titles; Your Content; Metadata. You may submit, upload, post, display, provide, or otherwise make available via certain of the Services discrete audio-visual programs (“Titles”), images, music, Metadata, marketing materials, supplemental audio-visual content, artwork, and other content, materials, or information (collectively, “Your Content”). “Metadata” means any and all information that supplements the Titles or other items of Your Content, including information relating to title, creators, publishers, authors, illustrators, narrators, actors, directors, producers, studios, digital object identifiers, geographical rights restrictions, descriptions, graphics, artwork, content ratings, classifications, MPAA ratings, or other similar notices and advisories, and all other information reasonably usable to identify Titles and Your Content. Releasesworld, in its sole discretion, reserves the right to reject any submissions of Your Content.

(b). Submission and Withdrawal of Your Content. The Site allows you, as part of the submission process or at any other time, to limit the Territory, license period, license type, and Channels for which your Title(s) are licensed through the Services, on a Title by Title basis. You agree to submit Titles and other items of Your Content that you wish to upload to the Services in the formats required by Releasesworld. You are responsible for any costs you incur in connection with formatting, submitting, and uploading Your Content. You may withdraw any of Your Content from the Services at any time upon thirty (45) days’ notice via messaging through our Help Center. However, any of Your Content that you withdraw (or limit the license terms for at any time after submission) will, subject to the terms and conditions of this Agreement, remain available for exploitation via any Channel(s) (as defined below) that may have already selected Your Content for exhibition in accordance with the terms of the applicable Channel Agreements (as defined below), which may contain minimum notice and/or minimum performance requirements or otherwise restrict your right to withdraw Your Content from exhibition.

(c). Channels and Channel Agreements. “Channels” are services that allow for the viewing of Titles by end users. Channels may be owned and operated by Releasesworld or any of its affiliates or by third parties with which Releasesworld has entered into agreements for the exhibition of Titles and other content (“Channel Agreements”). For any User of the Site and Services that is a Channel, notwithstanding anything to the contrary contained in this Agreement or the Channel Agreement, the terms of this Agreement that are applicable to Users that are Channels will be deemed to supplement the Channel Agreement and, to the extent that the terms of the Channel Agreement directly and irreconcilably conflict with the terms of this Agreement, the terms of the Channel Agreement will govern. The following provisions of this Agreement do not apply to Users that are Channels: paragraphs (a), (b), (d), (f), (g), and (h) of this Section 2 (Content; Rights), Section 4 (Revenue Sharing and Accounting), and any other provisions that specifically relate to Your Content.

(d). Preexisting and Supplemental Agreements. In certain cases, Releasesworld may be the assignee of an agreement between you and a third party, pursuant to which you have granted rights to distribute Your Content (a “Preexisting Agreement”) or you and Releasesworld may enter into a supplemental agreement, providing for additional terms with respect to the distribution of Your Content (“Supplemental Agreement”). If you are a party to a Preexisting Agreement, you hereby consent to its assignment to Releasesworld. If you are a party to a Preexisting Agreement or a Supplemental Agreement, then notwithstanding anything to the contrary contained in this Agreement, during the term of and for the Titles covered by that Preexisting Agreement and/or Supplemental Agreement, the terms of this Agreement will be deemed to supplement the Preexisting Agreement and/or Supplemental Agreement, and to the extent that the terms of the Preexisting Agreement and/or Supplemental Agreement directly and irreconcilably conflict with the terms of this Agreement, the terms of the Preexisting Agreement and/or Supplemental Agreement will govern (including with respect to the submission and withdrawal of Your Content, exclusivity, scope of distribution rights, Territory, and revenue sharing and payment provisions). However, upon expiration, termination or non-renewal of any Preexisting Agreement or Supplemental Agreement, all of the terms of this Agreement (including with respect to the submission and withdrawal of Your Content, exclusivity, scope of distribution rights, Territory, and revenue sharing and payment provisions) will govern with respect to all items of Your Content.

(e). Certain Definitions.

1.“Ad Supported” means access to Titles on an exclusively advertisement supported basis, including AVOD, digital linear television, and free ad-supported television (FAST).

2.“Subscription” means access to Titles on a subscription basis for viewing over a finite period of time, including subscription video on demand and in-flight and other transportation access. For clarity, the subscriber may be the Channel and/or the end user.

3.“Transactional” means access to Titles for viewing pursuant to payment of an a la carte fee, where the access duration may be over a finite or indefinite period of time, including theatrical, pay per view, electronic sell through (EST), and download to own (DTO). For clarity, the a la carte fee may be paid by the Channel and/or the end user.

4 . “Territory” means the World, other than those territories for which you expressly opt-out on the Site.

(f). No Guarantee of Exploitation. Releasesworld does not make any guarantees to you under this Agreement. Without limiting the generality of the foregoing, Releasesworld does not guarantee exploitation of Your Content or inclusion of Your Content in any given Channel (including any Channel owned or operated by Releasesworld or any of its affiliates). Releasesworld reserves the right in its sole discretion to include or decline to include any given Channel in its Channel roster.

(g). Channel Requirements. Owners and operators of Channels (including Releasesworld for its own Channels) may require that Your Content comply with that Channel’s specifications in order to be distributed on such Channel(s). In the event that Your Content does not meet the applicable Channel’s specifications (including with respect to dubbing, subtitles, formats, ratings, Metadata, and required promotional materials and artwork), Releasesworld will provide you with notice of such deficiency. In the event that you do not respond indicating that you no longer wish to have Your Content provided to the relevant Channel(s) that require modifications to Your Content within five (5) business days after receipt of such notice from Releasesworld, Releasesworld reserves the right to correct such deficiencies, and to set off or recoup all amounts expended by Releasesworld to correct such deficiencies against your Net Earnings. Such set-off and recoupment right will be fully cross collateralized across Titles and Channels.

(h). License to Releasesworld. Subject to the terms and conditions of this Agreement and to any specific opt-out elections that you make on the Site, you grant to Releasesworld a fully sublicensable, transferable, non-exclusive, license in and to Your Content to do the following throughout the Territory:

1.To host, distribute, exhibit, license, sell, copy, transfer, broadcast, communicate, and otherwise exploit Your Content, on an Ad-Supported, Subscription, and/or Transactional basis, by any and all means and media (whether now known or existing in the future);

2.To deliver Your Content to any and all Channels in the Territory for exploitation as described in clause 1;

3.To create dubbed, subtitled or closed-captioned versions of Your Content and translations of Your Content;

4.To supplement or correct the Metadata for Your Content (including by obtaining and including MPAA or similar ratings in such Metadata);

5.To modify, digitize, compress, remodulate, upconvert, downconvert, and otherwise edit Your Content in accordance with Releasesworld’s or any Channel’s technical specifications;

6.To edit Your Content as necessary to comply with ratings requirements and censorship standards in various countries of the Territory;

7.To prepare, use, and otherwise exploit excerpts, clips, and synopses of Your Content and any elements thereof;

8.To use your name and trademarks and the names, likenesses, voices, autographs, and biographical material (individually and collectively, “Name and Likeness”) of or relating to any person or character (whether or not fictional) appearing in, granting rights, or rendering services in connection with Your Content, for advertising, promotional and publicity purposes;

9.To use and include Releasesworld’s and any of its designees’ names, logos, and video bumpers on or in connection with Your Content; and

10.To claim a distributor credit with respect to Your Content, including in the records at IMDb.com

Any edited, supplemented, or modified versions of Your Content that are created by or on behalf of Releasesworld pursuant to clauses 3 - 7 above will also be considered to be Your Content for all purposes of this Agreement.

(i). Releasesworld’s Rights. Except for Your Content, the Site, the Services and all materials and content included in the Services (“releasesworld Content”), and all intellectual property rights in or to the Site, the Services, and the Releasesworld Content, are the exclusive property of Releasesworld and its licensors (including other Users who submit content in connection with the Services). Releasesworld Content may include, among other things, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music. Except as explicitly provided herein, nothing in this Agreement grants you any rights in or to any of the Releasesworld Content. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Releasesworld Content. Use of Releasesworld Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

(j). Channel Agreements and Requirements of Channels. You acknowledge that, in providing certain of the Services, Releasesworld will be required to enter into Channel Agreements with various Channels. The selection of these Channels and the terms of these Channel Agreements is within the sole discretion of Releasesworld. You agree that this Agreement is subject to any applicable terms of the Channel Agreements. You expressly acknowledge that even though this Agreement is non-exclusive, certain Channels may require that Your Content be made available to them at the same times and in the same formats as those Titles are made available to any other distribution channels. To the extent that a Channel’s requirements are not met, such Channel may have the right to discontinue the availability of Your Content on such Channel. Releasesworld will, upon your written request by messaging to our Help Center, provide you with additional details regarding such requirements.

3. Paid Services.

Certain aspects of the Services (including any Channels owned by Releasesworld or one of its affiliates) may be provided for fees and other charges, which may be on an a la carte, subscription, or other basis. Releasesworld may add new Services or features of the Services for additional fees and charges or add or change fees and charges for existing Services, at any time in its sole discretion.

4. Revenue Sharing and Accounting.

(a). Earnings. If Your Content is exploited by one or more Channels, Releasesworld will credit your account a sum equal to the amount of Net Earnings received by Releasesworld from the exploitation of Your Content. “Net Earnings” are your Gross Earnings less (1) any and all processing and other Channel-related fees, and (2) our revenue share. Our revenue share is Twenty Percent (20%) of Gross Earnings. “Gross Earnings” means all non-refundable gross monies actually received by Releasesworld from a Channel with respect to Your Content, less any and all sales, use, value added, remittance, and other applicable taxes. If a Channel is owned by Releasesworld or one of its affiliates, that Channel will pay releasesworld for access to Your Content at industry standard rates, and Gross Earnings, Net Earnings, and our revenue share will be calculated based on that payment. To ensure proper transfer of amounts due, you are solely responsible for providing and maintaining accurate contact information associated with your User Account. Releasesworld may withhold amounts due to you unless and until you provide such information. Releasesworld reserves the right to set off or recoup amounts of third-party fees, expenses, and other charges related to returned or cancelled transfers of amounts due to your account (due to an information error or omission) against your Net Earnings. Net Earnings will be calculated solely based on records maintained by Releasesworld, and no other measurements or statistics of any kind will have any effect under this Agreement. You acknowledge that unless otherwise provided in a Preexisting Agreement or Supplemental Agreement, you will have no audit rights with respect to Gross Earnings or Net Earnings. As required by applicable law, Releasesworld may withhold any taxes or other amounts from your Net Earnings.

(b). Disputes. Any objection relating to any accounting statement (and any proceeding relating to an accounting statement) must be made (and any proceeding commenced) no later than one (1) year after the date the applicable statement is rendered, and you hereby waive any longer statute of limitations to the extent permitted by law.

(c). Timing. Releasesworld will transfer amounts due to you as soon Releasesworld receives, processes, and posts your Net Earnings to your account and you request a transfer via the functionality provided in your User Account. You are responsible for any bank fees, PayPal fees, or other charges related to such transfer.

(d). Withholding; Set-off. To the extent that you owe any amounts to Releasesworld in connection with this Agreement, any Preexisting Agreement, Supplemental Agreement, or otherwise, Releasesworld reserves the right to withhold or set off any such amount (whether subject to dispute or otherwise) against your Net Earnings.

(e). Pooling of Net Earnings. Your Net Earnings will be pooled in an account with the Net Earnings of other Releasesworld customers until you transfer such funds. You agree that you will not receive interest or other earnings on the Net Earnings that Releasesworld places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to Releasesworld any and all ownership rights that you may have in any interest that may accrue on Net Earnings held in such pooled account.

(f). Suspension and Forfeiture of Revenue. In the event that Releasesworld becomes aware of a claim of infringement of copyright, trademark, or other intellectual property right, or right of publicity or privacy, or failure to comply with any third-party license requirement or any other claim which, if true, would constitute fraud or a breach of any of your representations, warranties or obligations hereunder, you agree that without limiting its other rights and remedies under this Agreement, Releasesworld may freeze any and all Net Earnings in your account. Without limiting Releasesworld’s other rights and remedies under this Agreement, such Net Earnings will be forfeited by you if Releasesworld determines, in its good faith discretion, that they are the result of fraud or infringement (and will be subject to offset in connection with third party claims as provided elsewhere in this Agreement). You acknowledge that Channels may also have policies related to fraud and suspected fraudulent activities, that any such policies will be binding on you as applicable. You agree that it is your sole responsibility to investigate and comply with all applicable Channel policies for Your Content.

5. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant, and agree to the following:

(a). You have the full right, power, capacity, and authority to enter into this Agreement and to grant the rights granted by you in this Agreement. If you are a business entity, you are duly formed under the laws in the jurisdiction in which you were formed and any person utilizing the Site and Services on your behalf has the authority to enter into this Agreement on your behalf.

(b). You own or control, or have been authorized in writing to use and to permit the use of, each Name and Likeness in connection with Your Content. The use of each Name and Likeness as provided in this Agreement will not infringe upon the rights of any person.

(c). You own or control all of Your Content. The Titles included in Your Content (and all elements thereof) are not in the public domain.

(d). You have obtained all licenses and permissions as may be required (in each case, pursuant to binding written agreement to the extent required) for the exercise and enjoyment by Releasesworld of all of the rights granted to Releasesworld hereunder.

(e). The production of Your Content complied and will comply with all laws, rules and regulations of each relevant country, state, city, or other political entity, as well as the rules, regulations and requirements of any applicable union or guild. Subject to the Channels obtaining any applicable music public performance licenses, Filmhub’s and the Channels’ use or exploitation of Your Content in accordance with this Agreement will not violate any law or infringe any copyright, trademark, or other intellectual property right, or right of publicity, privacy, or other right, of any third party, and will not constitute a libel or defamation of any person. The public performance rights in each musical composition contained within Your Content are controlled by the applicable performing rights societies having jurisdiction in the Territory, unless such compositions are in the public domain or the public performance rights therein are controlled by you and licensed to Releasesworld hereunder.

(f). There are no liens, claims, encumbrances, legal proceedings, restrictions, agreements, or understandings which may conflict or interfere with, or are inconsistent with, any of the rights granted by you in Your Content under this Agreement.

(g). You will cooperate with Releasesworld in the exploitation and distribution of Your Content to our Channels and, agree not to interfere with, detract from, prevent, or circumvent Releasesworld’s communications, agreements, or license grants to any of our Channels or, without our prior approval, communicate directly with or enter into independent arrangements with our Channels for Titles that you have uploaded via one of the Services.

(h). All obligations with respect to Your Content, and its production, distribution, and exploitation, including all payment obligations necessary to be paid prior to distribution of Your Content and all payment obligations necessary to be paid after distribution of Your Content have been or will be fully paid by you (other than any applicable music public performance fees), in each case when due. Except for any Net Earnings due to you under this Agreement, Releasesworld has no obligation for past, current, or future salaries, residuals, deferments, license fees, service charges, laboratory charges or similar amounts due. Other than any applicable music public performance fees, all fees, costs, charges and amounts due, including all fees, costs, charges or amounts due to any producer, director, writer, actor, composer, musician or any other person who performed services or furnished material in connection with Your Content, and/or to any guild, union, performing rights society, publisher or owner of master recordings arising by reason of the exercise by Releasesworld of any of the rights granted to it in this Agreement will be your responsibility and will, under no circumstances, be the responsibility of Releasesworld.

(i). You will not deliver to Releasesworld any Title that is (or if unrated, would be) rated “X” by the MPAA or the equivalent under any foreign rating system.

(j). The credit lists and Metadata delivered by you to Releasesworld are and will be complete and accurate. Releasesworld will incur no liabilities to any third parties arising out of its compliance with such lists and use (consistent with the provisions of this Agreement) of such Metadata.

6. INDEMNIFICATION.

(a). Indemnity. You agree to defend, indemnify and hold harmless Releasesworld, the Channels, and their respective subsidiaries, agents, licensors, licensees, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorney’s fees) arising from: (i) your use of and access to the Site and Services, including any data or content transmitted or received by you; (ii) your breach or violation of any term, covenant, condition, representation, or warranty contained in this Agreement; (iii) your and/or Your Content’s violation of any third-party right, including any infringement of copyright, trademark, or other intellectual property right, or right of publicity or privacy; (iv) your and/or Your Content’s violation of any applicable law, rule or regulation; or (iv) any other person’s access to and use of the Services with your unique username, password, or other appropriate security code.

(b). Procedure. In the event of any claim subject to the foregoing indemnification obligation, you will defend Releasesworld at your expense with counsel approved by Releasesworld, which approval will not be unreasonably withheld, and Releasesworld reserves the right to withhold Net Earnings due to you during the pendency of any such claim. In the event you fail to retain approved counsel, Releasesworld may, if it so elects, defend itself at your cost and expense (including by setting off and recouping the amounts of such costs and expenses against your Net Earnings) and you agree that Releasesworld may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made, Releasesworld will have the right, in its sole discretion, to remove or disable access to Your Content and/or any associated materials that are the subject of such claim, and/or to withhold transfer of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any such claim will be subject to Filmhub’s prior written approval. Notwithstanding the foregoing, if a claim that is subject to the foregoing indemnification obligation is made against a Channel, any indemnification provisions or procedures set forth in the applicable Channel Agreement will apply, to the extent that the same supplement or are inconsistent with this Section 6