PARTNER EVENT AGREEMENT
Last Updated: 01/09/2024
PLEASE READ THIS PARTNER EVENT AGREEMENT ("AGREEMENT") CAREFULLY BEFORE LAUNCHING A CAMPAIGN WITH THE CINEVITE PLEDGE PLATFORM. THIS AGREEMENT GOVERNS YOUR USE OF THE CINEVITE PLEDGE PLATFORM PROVIDED BY CINESTRUCT, LLC (“CINESTRUCT”, “WE”, “US”).
BY ACCESSING THE CINEVITE PLEDGE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE CINEVITE PLEDGE PLATFORM.
I. DEFINITIONS
In this Agreement, the following capitalized terms, unless otherwise defined, shall have the meanings set forth below:
“Campaign” refers to the fundraising initiative launched by a Partner Event on the Cinevite Pledge Platform for the purpose of raising funds for Title Owners’ projects.
“Title Owner” refers to the individual or entity that owns the rights to a film or project (referred to as the “Title”) and is responsible for fundraising for their Title through the Campaign.
“Event” refers to the film festival or similar event organized by a Partner Event where Titles are showcased.
“Platform” refers to the Cinevite Pledge Platform provided by Cinestruct, LLC, which is an online fundraising platform used by Partner Events and Title Owners for launching and managing online crowdfunding for Titles at Events.
“Partner Event” refers to the film festival organization or entity that has been pre-approved by Cinestruct, LLC to use the Platform for launching and managing a Campaign associated with their Event.
“Sponsor” refers to any individual, group, or entity that pledges financial support to a Title through a Campaign on the Platform.
“Partner Event Fee” refers to the portion of funds raised through a Campaign that is allocated to the Partner Event, as per the terms of this Agreement.
“Title Funding” refers to the portion of funds raised through a Campaign that is allocated directly to the Title Owner for the production, or promotion of the Title.
“Pledge” refers to a commitment made by a Sponsor to donate a specified amount of money to a Title through a Campaign.
II. LAUNCHING A CAMPAIGN:
Onboarding an Event initiates the process to launch a Campaign for Title Owners to fundraise at your Event. The User Account used to onboard the Campaign becomes the Partner Event and is subject to terms and conditions defined below. Partner Events are pre-approved to use the Platform for their Campaign on receipt of a unique onboarding form for the Campaign from Cinestruct. The Partner Event must complete the onboarding form on the Platform to launch the Campaign. Pre-approval, approval or disapproval of a proposed Campaign is in the sole discretion of Cinestruct, and Cinestruct will incur no liability in connection with the pre-approval or disapproval of any proposed Campaign, and you agree to and shall indemnify and hold Cinestruct harmless for any and all liability and/or damage incurred by it (including reasonable attorneys’ fees and costs) resulting from such pre-approval or disapproval.
III. PARTNER EVENT RULES:
The following rules are applicable to Partner Events who hereby agree to be bound by same, in addition to all other rules and regulations applicable under this Agreement:
A. Maintaining your campaign
A Partner Event must provide and maintain throughout the course of participating in a Campaign a valid email address, so that Cinestruct and Title Owners can contact the Partner Event, and you hereby agree to receive emails from Cinestruct and be responsive to same. A Partner Event cannot change the title or related details of the Event without the approval of Cinestruct.
A Partner Events may designate a legal entity to which funds will be directed, and any such entity will be included in the definition of Partner Event as used herein. By providing the name of any such entity to Cinestruct, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the terms of this Agreement, that such entity is the legal entity responsible for the Event and accountable for the use of any funds raised for the Event on the Platform, that any such use will be appropriate and at all times in accordance with this Agreement, and that you accept this Agreement on such entity's behalf.
Payment processing services for Partner Event on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a Partner Event on the Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Platform enabling payment processing services through Stripe, you agree to provide Cinestruct accurate and complete information about you and your business, and you authorize Cinestruct to share it and transaction information related to your use of the payment processing services provided by Stripe.
Cinestruct shall have no liability for transactions or interactions with the third-party payment processor, including without limitation in any instance where a pledge has been made by a Sponsor and such Sponsor fails to pay such pledge in a timely manner if and when collection comes due. Partner Event understands and agrees to accept all risks associated with pledges that are made and that there is a risk that if and when such pledges come due for collection, the Sponsor may fail to make good on payment (even after funds have already been provided to Partner Event); any such failure shall in no event be Cinestruct’s responsibility, and Partner Event agrees not to and shall not seek any remedies or damages from Cinestruct with respect to such collections, and if applicable, shall return the disputed funds to Cinestruct or be debited for same on subsequent Campaigns as provided for hereinabove. Partner Event understands and agrees that recourse for any such failures may only be made by the Title Owner directly against the Sponsor that failed to make good on their pledge.
Subject to the other provisions herein (including the repayment provisions provided below), Partner Events acknowledge and agree that funds pledged by Sponsors (referred to as "pledges") will only be released to them after the end of the Campaign set forth by the Partner Event. Funds will be released 10 business days after the end of the Campaign, unless there is additional verification required by Stripe.
By launching a Campaign, the Partner Event is offering the public the opportunity to enter into a contract with Title Owners that enroll to join the Campaign to provide pledges to the Title. Cinestruct is not a party to that agreement between the Title Owner and the Sponsor.
A Partner Event is the solely responsible for inviting Title Owners to enroll to a Campaign on the Platform and for the accuracy of the identity of the Title Owner. On inviting the Title Owner to a Campaign, the Partner Event certifies that the Name and Email Address of the Title Owner is accurate, and the Title is a participant in the Event associated with the Campaign. Cinestruct will incur no liability in connection with the identity of the Title Owner invited by the Partner Event.
Cinestruct reserves the right to cancel a pledge at any time and for any reason. Cinestruct reserves the right to reject, cancel, interrupt, remove, or suspend a Title at any time and for any reason. Cinestruct is not liable for any damages as a result of any of the aforementioned actions.
The Partner Event Fee shall be no more than 10% of any Pledge transaction.
Cinestruct makes no guarantee regarding the number or amount of pledges, or the amount of any Partner Event Fee payout to be made to you or the Partner Event under this Agreement.
Any Partner Event Fee payout may be subject to verification of the identity of the Partner Event and the legitimacy of the Event. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in Cinestruct’s sole discretion. Partner Event agrees that if at any time while a Campaign period is open or within thirty (30) days after the close of a Campaign period, Cinestruct makes a good faith determination that the identity of the Partner Event or the legitimacy of the Event are not as represented on the Platform, the Partner Event will promptly refund the entire amount of Partner Event Fee to the Sponsors, including any fees deducted by Cinestruct.
Cinestruct may change, amend, alter, or modify the rules regarding fundraising at any time. If you do not accept a change we make to the fundraising rules, your sole remedy shall be to terminate your Campaign.
B. Payment Failures
Because of occasional failures of payments from Sponsors, Cinestruct cannot and does not guarantee receipt or validity of any amount(s) pledged or provided to Partner Event. Cinestruct is neither responsible nor liable for the failure of a Sponsor to pay any amount pledged to a Title, and has no responsibility to take action on behalf of Title Owners, Partner Events, or otherwise for collections of payments from Sponsors that do not fulfill their payment obligations at any time. PLEASE READ THE FOLLOWING IMPORTANT RULES AND REQUIREMENTS, TO WHICH PARTNER EVENT AGREES TO BE BOUND:
IF A DISPUTE REGARDING A PLEDGE OCCURS, PARTNER EVENT WILL BE NOTIFIED THAT A DISPUTE HAS BEEN FILED. DEPENDING ON THE CARD ISSUER, DISPUTED FUNDS MAY BE IMMEDIATELY WITHDRAWN FROM THE STRIPE CONNECT ACCOUNT, OR THE CONNECTED BACK ACCOUNT ALL IN ACCORDANCE WITH STRIPE’S TERMS OF SERVICE. IF DISPUTED FUNDS HAVE ALREADY BEEN TRANSFERRED TO PARTNER EVENT, DURING THE TIME WHEN ANY DISPUTE IS ONGOING, PARTNER EVENT AGREES NOT TO USE OR TRANSFER ANY OF THE FUNDS IN DISPUTE. IF THE SPONSOR’S DISPUTE IS FOUND VALID (WHICH MAY TAKE UP TO 60 DAYS OR LONGER), PARTNER EVENT SHALL BE REQUIRED TO RETURN THE DISPUTED FUNDS TO CINESTRUCT LLC IMMEDIATELY UPON REQUEST FOR SAME.
CINESTRUCT LLC IS NOT A GUARANTOR OF ANY PLEDGES MADE, AND SHALL NOT BE LIABLE OR HELD RESPONSIBLE FOR ANY FAILURE BY A SPONSOR TO HONOR A PLEDGE, REGARDLESS OF WHEN SUCH FAILURE OCCURS. IF SUCH A FAILURE OCCURS, PARTNER EVENT’S SOLE RECOURSE SHALL BE AGAINST THE SPONSOR THAT FAILED TO HONOR SUCH SPONSOR’S PLEDGE.
IF A PARTNER EVENT MAKES A PLEDGE TO A TITLE IN HIS/HER OWN CAMPAIGN, PARTNER EVENT MUST FULFILL THAT PLEDGE UPON THE SAME TERMS AS ANY OTHER SPONSOR.
C. When a Campaign is completed
Any Partner Event Fee payout may be subject to verification of the identity of the Partner Event and the legitimacy of the Event. The verification procedure may involve an interview and/or document review if deemed necessary and may vary from time to time in Cinestruct’s sole discretion. Partner Event agrees that if at any time while a Campaign period is open or within thirty (30) days after the close of a Campaign period, Cinestruct makes a good faith determination that the identity of the Partner Event or the legitimacy of the Event are not as represented on the Platform, the Partner Event will promptly refund the entire amount of Partner Event Fee to the Sponsors, including any fees deducted by Cinestruct.
Partner Event may not extend the Campaign after the Campaign is completed and without the approval of Cinestruct.
Cinestruct may change, amend, alter, or modify the rules regarding fundraising at any time. If you do not accept a change we make to the fundraising rules, your sole remedy shall be to terminate your Campaign.
Partner Event shall have full responsibility for applicable taxes for any Partner Event Fee payout under this Agreement, and for compliance with all applicable labor and employment requirements with respect to your self-employment, sole proprietorship or other form of business organization, and with respect to your employees and contractors, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. Partner Event agrees to indemnify, defend and hold harmless Cinestruct from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Cinestruct by the relevant taxing authorities with respect to any Partner Event Fee payout to you.
The Partner Event Fee payouts that are distributed from Cinestruct to Partner Event may be taxable, and the Partner Event bears the responsibility to file income tax returns and to pay income tax on Partner Event Fee if required. Cinestruct and/or the third-party payment processor, as applicable, will issue Form 1099 or Form 1099k to persons provided Partner Event Fee as it deems appropriate under applicable laws. Each Partner Event is required to submit to Cinestruct a W-9 Form in order to launch a Campaign. That form will reflect the full gross amount raised on the platform, Partner Events are advised to consult your tax advisor for more information on deducting site fees, credit card fees, etc; Cinestruct provides no tax or legal advice and none should be inferred by these Agreement or otherwise.
Cinestruct is not responsible for any error or omission in the payout information provided by a Partner Event. If fundraising is successful, Partner Event Fee, less Cinestruct’s fee, Title Funding, and any third-party processing fees, will be disbursed to the Partner Event’s bank account according to the Partner Event disbursement details (as set by Partner Event through Stripe).
IV. PARTNER EVENT CONDUCT
By using the Platform, you agree that you will not use it for anything that violates this Agreement or the law. You agree to only use the Platform in the ways it was intended for. You are responsible for all of your activity in connection with the Platform.
A. Your Actions and Content shall not, directly or indirectly:
Infringe any patent, trademark, service mark, trade secret, copyright, right of publicity, privacy right or other right of any other person or entity, or violate any applicable law or contract;
Be false, misleading, or inaccurate;
Be unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another's privacy;
Constitute unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
Contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Cinestruct or any third party;
Impersonate any person or entity, including any employee or representative of Cinestruct.
B. You agree not to tamper with the Platform by:
Taking any action that imposes or may impose (at Cinestruct’s sole discretion) an unreasonable or disproportionately large load on the infrastructure of Platform or its third-party providers;
Interfering or attempting to interfere with the proper working of the Platform or any activities conducted on the Platform;
Using any network monitoring or discovery software to determine the Platform’s architecture, or to extract information about usage or users;
Bypassing any measures We may use to prevent or restrict access to the Platform (or other accounts, computer systems, or networks connected to the Platform);
Deciphering, decompiling, disassembling, reverse engineering, or otherwise attempting to derive any source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent applicable laws specifically prohibit such restriction and/or to the extent any such source code is open source;
Modifying, translating, or otherwise creating derivative works of any part of the Platform.
Copying, renting, leasing, distributing, or otherwise transferring any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
V. LIMITATION OF LIABILITY
IN NO EVENT SHALL CINESTRUCT, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE CINEVITE PLEDGE PLATFORM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY.
VI. DISCLAIMER OF WARRANTIES
Cinestruct has no special relationship with or fiduciary duty to you of any kind whatsoever and specifically disclaims any such duties. You acknowledge that We have no duty to take any action regarding any of the following: (i) which Sponsors gain access to the Campaign; (ii) what Sponsors access through the Campaign; (iii) what effects the Campaign and related Titles may have on Sponsors; (iv) how Sponsors may interpret the Campaign and related Titles; or (v) what actions Sponsors may take as a result of having been exposed to the Campaign and related Titles.
THE CINEVITE PLEDGE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CINESTRUCT, LLC, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK.
VII. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the state of California. Any disputes will be settled in Los Angeles County, California.
VIII. INTEGRATION AND SEVERABILITY
This Agreement is the entire agreement between you and Cinestruct with respect to the subject matter hereof (and thereof), and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Us and govern the future relationship between the parties hereto. If any provision (or portion thereof) of the Agreement are found to be unenforceable or invalid, such provision (or portion thereof) will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable to the maximum legal extent. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
IX. CHANGES TO THIS AGREEMENT
Cinestruct reserves the right to modify this Agreement at any time, effective upon posting of an updated version of this Agreement on the Platform. You are responsible for regularly reviewing this Agreement.
BY CONTINUING TO USE THE CINEVITE PLEDGE PLATFORM AFTER ANY SUCH CHANGES, YOU ACCEPT THE AGREEMENT AS MODIFIED.
X. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us at support@cinevite.com.