TITLE OWNER AGREEMENT
Updated 01/16/2024
PLEASE READ THIS TITLE OWNER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE COMPLETING ENROLLING TO USE THE CINEVITE PLEDGE PLATFORM. THIS AGREEMENT GOVERNS YOUR USE OF THE CINEVITE PLEDGE PLATFORM PROVIDED BY CINESTRUCT, LLC (“CINESTRUCT”, “WE”, “US”).
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.
“User Account“ refers to the digital account provisioned by Cinestruct, LLC to allow an individual or entity to access features and services provided by Cinestruct, LLC.
“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. JOINING A CAMPAIGN:
Upon accepting an invitation to Cinevite Pledge, you commence the enrollment procedure to join a Campaign to fundraise for your Title. The User Account joining the campaign is deemed the “Title Owner.” The inviting organization or entity is referred to as the “Partner Event.” Both the Title Owner and Partner Event, where applicable, are subject to the terms and conditions stipulated herein. To enroll, Title Owners must complete the requisite forms on the Cinevite platform and submit them for approval by Cinestruct. Approval criteria encompass clarity on the purpose of the Title's enrollment and accuracy of the information submitted about title, while refraining from content with explicit sexual imagery or extreme graphic violence.
Cinestruct retains exclusive discretion in sanctioning or rejecting any proposed Title or Campaign, free of any liability arising from its decision. You, as a Title Owner, agree to indemnify Cinestruct from any resultant liabilities or damages (inclusive of legal fees) due to such decisions.
III. TITLE OWNER RULES:
The following rules are applicable to Title Owners who hereby agree to be bound by same, in addition to all other rules and regulations applicable to Users under this Agreement:
A. Maintaining your campaign participation
A Title Owner must maintain throughout the course of participating in a campaign, an account in the Cinevite mobile app and hereby agree to receive emails from Cinestruct and be responsive to same. A Title Owner cannot change the name or related details of the title without the approval of Cinestruct.
Title Owners may not offer or sell securities, equity investments, ownership interests or distribution rights in their Titles through Cinevite Pledge. Pledges to Titles using Cinevite Pledge are limited as set forth in this Agreement. If a Title Owner plans to offer or is offering securities or equity investments in their Titles, whether under Regulation D of Securities Act of 1933 or otherwise, Cinestruct recommends that the Title Owner confer with their legal advisor regarding the propriety of joining a Campaign and seeking pledges through Cinestruct.
Title Owners are not permitted to offer any contest, competition, reward, giveaway, raffle, sweepstakes or similar activity (each, a “Promotion”) on or through Cinevite Pledge.
Title Owners may designate a legal entity to which funds will be directed, and any such entity will be included in the definition of Title Owner 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 Title and accountable for the use of any funds raised for the Title on the Cinevite Pledge 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 Title Owner on Cinevite Pledge 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 Title Owner on Cinevite Pledge, 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 Cinestruct 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. Title Owner 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 Title Owner); any such failure shall in no event be Cinestruct’s responsibility, and Title Owner 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. Title Owner understands and agrees that recourse for any such failures may only be made by 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), Title Owners acknowledge and agree that funds pledged by Sponsors 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 joining a Campaign, the Title Owner is offering the public the opportunity to enter into a contract with Title Owner to provide pledges to the Title. Cinestruct is not a party to that agreement between the Title Owner and the Sponsor.
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.
Cinestruct makes no guarantee regarding the number or amount of pledges, or the amount of any Title Funding payout to be made to you or the Title under this Agreement.
Any Title Funding payout may be subject to verification of the identity of the Title Owner, the use of funds, and the legitimacy of the Title. 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. Title Owner agrees that Title Funding may only be used on behalf of the Title, and that Title Funding will not be used for any other purpose. Title Owner 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 Title Owner or the legitimacy of the Title are not as represented on the Cinevite Pledge platform, or that the Title Funding has not been used solely on behalf of the Title, the Title Owner will promptly refund the entire amount of Title Funding 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 participation and remove your Title from the Cinevite Pledge platform.
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 Title Owner. 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 TITLE OWNER AGREES TO BE BOUND:
FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TITLE OWNER (AND NOT CINESTRUCT LLC OR ANY THIRD PARTY PROCESSING COMPANY WITH WHOM CINESTRUCT LLC DEALS, INCLUDING STRIPE) SHALL BE SOLELY AND ULTIMATELY RESPONSIBLE IF ANY PLEDGE IS DISPUTED AT ANY TIME, INCLUDING AFTER FUNDS HAVE BEEN TRANSFERRED TO TITLE OWNER.
IF A DISPUTE REGARDING A PLEDGE OCCURS, TITLE OWNER WILL BE NOTIFIED THAT A DISPUTE HAS BEEN FILED, AND WILL BE RESPONSIBLE FOR PROVIDING EVIDENCE TO ATTEMPT TO RESOLVE THE DISPUTE IN TITLE OWNER’S FAVOR. 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 TITLE OWNER, DURING THE TIME WHEN ANY DISPUTE IS ONGOING, TITLE OWNER 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), TITLE OWNER 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, TITLE OWNER’S SOLE RECOURSE SHALL BE AGAINST THE SPONSOR THAT FAILED TO HONOR SUCH SPONSOR’S PLEDGE.
IF A TITLE OWNER MAKES A PLEDGE TO HIS/HER OWN PROJECT, TITLE OWNER MUST FULFILL THAT PLEDGE UPON THE SAME TERMS AS ANY OTHER SPONSOR.
C. When a Campaign is completed
Any Title Funding payout may be subject to verification of the identity of the Title Owner, the use of funds, and the legitimacy of the Title. 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. Title Owner agrees that Title Funding may only be used on behalf of the Title, and that Title Funding will not be used for any other purpose. Title Owner 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 Title Owner or the legitimacy of the Title are not as represented on the Cinevite Pledge platform, or that the Title Funding has not been used solely on behalf of the Title, the Title Owner will promptly refund the entire amount of Title Funding 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 participation and remove your Title from the Cinevite Pledge platform.
Title Owner shall have full responsibility for applicable taxes for any Title Funding 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. Title Owner 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 Title Funding payout to you.
The Title Funding payouts that are distributed from Cinestruct to Title Owners may be taxable, and the Title Owner bears the responsibility to file income tax returns and to pay income tax on Title Funding if required. Cinestruct and/or the third-party payment processor, as applicable, will issue Form 1099 or Form 1099k to persons provided Title Funding as it deems appropriate under applicable laws. Each Title Owner is required to submit to Cinestruct a W-9 Form in order to enroll a Title. That form will reflect the full gross amount raised on the platform, Title Owners 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.
All pledges paid to a Title Owner will constitute “Title Funding," and the Cinestruct fee and all other Title Funding requirements will apply. CInestruct is not responsible for any error or omission in the payout information provided by a Title Owner. If fundraising is successful, Title Funding, less Cinestruct’s fee, Partner Event’s fee, and any third-party processing fees, will be disbursed to the Title Owner's bank account according to the Title’s disbursement details (as set by Title Owner through Stripe).