SHORTLY Terms & Conditions Filmmaker
1. SHORTLY - INTRODUCTION
- Shortly is a unique service for makers of short films and their audiences, a service which offers producers and distributors a platform for making available and disseminating quality short films (the “Platform”) and a streaming service (the “Service”) for subscribers for access to short films which are uploaded onto the Platform.
- A fundamental precondition for being able to commence use of the Platform is that you approve these Terms and Conditions (the “Terms and Conditions”). Through this document, you execute a binding agreement with Shortly AB (“Shortly”). The agreement applies to you and the company/organization you are authorized to represent. As an authorized signatory, you warrant that you are entitled to enter into agreements on behalf of the company/organization you represent. It is imperative that you take the time to read through the Terms and Conditions carefully.
- In order to begin using the Platform, you must first complete the information in the form (the “Form”) set forth on the website www.shortly.film.
- Shortly is under development and will gradually add new services to the Platform. Consequently, Shortly reserves the right to make changes to the Terms and Conditions, for example in order to address changes in legislation or as a consequence of changes in functions in the Platform and the Service. You will be informed of such changes in the Terms and Conditions by notice sent to the email address you provided to Shortly in the designated form.
- Shortly will pay compensation to affiliated producers. If you are a resident in Sweden, the company you represent must possess F-tax status from the Swedish tax agency. If you enter into the agreement with Shortly as a private individual, you must ensure that the payment recipient designated by you, for example Freelance Finance possesses F-tax status from the Swedish tax agency. If you are located within European Union, but outside Sweden, you shall abide the tax and VAT rules that are applicable between members of the EU. If you are located outside EU, you shall abide the tax and VAT rules that are applicable in your country
2. SHORT FILMS AND SUPPLIED MATERIALS
- As a user of the Platform, you have the possibility to upload short films in which you hold the ownership rights (or which you are entitled to legally dispose of) in accordance with the Terms and Conditions (the “Short Films/the Short Film”).
- Short Films and other materials supplied such as still images, marketing materials, trailers, music reports, etc. (the “Supplied Materials”) must be uploaded in the format and technical quality and in the manner required by Shortly from time to time.
- You warrant that you own (or are entitled to legally dispose of) all intellectual property rights required for licensing to Shortly pursuant to the Terms and Conditions. You retain your ownership rights to uploaded short films and Supplied Materials but license to Shortly limited rights in accordance with the provisions set forth in section 3 below.
- You are independently responsible, in relation to Shortly, for clearing and payment of all rights compensation to participants in the Short Films and Supplied Materials such as compensation and any royalties to actors, script writers, directors, composers, record companies, etc. (including reporting and payment of compensation to The Swedish Union for Performing Arts and Film, STIM, NCB, Ifpi/Sami or corresponding rights organizations valid in your country).
- You acknowledge and agree that you are solely liable for the Short Films and the Supplied Materials and the consequences of making them available via the Platform and for ensuring that the Short Films are in compliance with the applicable rules on regulation concerning freedom of expression, privacy, intellectual property and other applicable legislation and regulations within EU. For the avoidance of any doubt, Shortly shall have no liability whatsoever for the content of the Short Films or the Supplied Materials and has therefore not appointed any responsible publisher for the Short Films.
- You acknowledge and agree that Shortly might, according to its policy and technical requirements, restrict the number of films that you are entitled to upload each month on the Platform.
- You shall ensure that the Short Films and the Supplied Materials do not contain statements or materials that the publication of which may give rise to liability in damages or criminal liability for Shortly. Shortly does not support any opinion or statement expressed in the Short Films or the Supplied Materials and is, in no circumstances, liable for the content of such.
- You undertake not to upload Short Films or Supplied Materials which contain unlawful materials, including but not limited to materials inciting ethnic or racial hatred, materials containing unlawful depiction of violence, child pornography, copyright infringement, pornographic materials or materials which contain excessive violence.
- Shortly is entitled at any time whatsoever to deny publication of, or to remove already published, Short Films and Supplied Materials which do not fulfill the requirements imposed for making such available via the Platform pursuant to this section 2.1 - 2.9. As soon as possible, via the email address you have provided, Shortly shall notify you that the Short Film and/or Supplied Materials have been denied or removed as set forth above. You shall not be entitled to a refund or to bring any claims against Shortly in the event a Short Film and/or Supplied Materials are denied publication or removed from the Platform.
3. LICENSING OF RIGHTS
- When you upload Short Films and Supplied Materials onto the Platform, you grant to Shortly:
(a) a non-exclusive right, by itself or through a third party, throughout the entire world, via the Service, to make available all or parts of the Short Film and the Supplied Materials to the general public upon request through streaming, temporary downloads, or corresponding transmission on all current and future distribution platforms, for receipt in all current and future media, irrespective of whether such receipt is free of charge or in exchange for payment of a subscription fee, payment per transaction, or other form of payment.
(b) a nonexclusive right, within the territory, to freely use extracts, clips, still images, resumes, etc. from the Short Film and uploaded trailers and marketing materials for the purpose of marketing the Short Film and/or Shortly, including the right to use the names and images of actors, directors, producers and other participating parties in such marketing.
c) a nonexclusive right to produce any and all copies of the Short Film and Supplied Materials required for archiving and in order to facilitate marketing and making the Short Film available to the general public.
- You agree that, subject to any moral rights, Shortly shall be entitled to display its trademark and/or logo or other icon or cross promotion message in conjunction with exploitation of the Short Film and Supplied Materials. Other than as set forth above, Shortly shall not be entitled in any manner to edit, cut and/or otherwise change the Short Film or Supplied Materials.
- You can at anytime remove your uploaded material from the Shortly platform.
4. THE PLATFORM
- Shortly uses generally accepted security technology such as DRM technology in the publication of Short Films and Supplied Materials via the Service.
- Shortly is not liable for any disruptions in the Platform/Service and provides no warranties that these are always free from defects. In the event of any defects or disruptions in the Platform/Service, Shortly shall be provided an opportunity to rectify such without such constituting a breach of contract. Shortly shall also be entitled, to a reasonable extent, to shut down the Platform/Service for, for example, upgrades and service.
- Filmmakers can upload film on to the platform for free.
6. COMPENSATION AND PAYMENT
- Once you have uploaded a Short Film and Supplied Materials onto the Platform in accordance with the Terms and Conditions set forth above and the Short Film has been made available to Shortly’s subscribers via the Service, you will receive compensation for the period of time in which the Short Film is streamed, i.e. shown to subscribers through transmission over a network, as follows: The behavior of the subscribers in their use of the Service is continuously logged by Shortly which receives statistics for each Short Film. At the end of each month, a tally is made of how long the Short Film was streamed via the Service. Your compensation is 0,1 ¢ (Eurocent) for each whole minute of streaming. Films under 1 minute will compensate with 0,1 ¢ (Eurocent).
Shortly is obligated on a biannual basis, June and December and not later than the 28th of the month after the expiration of each biannual period to pay you the compensation if the amount exceeds € 20 to which you are entitled for the Short Films streamed through the Service during such period. Amount below €20 is accumulated until it reaches €20 and then paid out next coming payment period. Payment shall be made to the account designated by you in the payment form. In conjunction with payment of compensation. Specific details about number of minutes the Short Film was streamed during relevant period for payment is available on Filmmaker profile.
- Shortly recommends that you designate a company for receipt of royalties and that this company be registered for VAT and possess F-tax status from the Swedish tax agency. Value added tax in the amount of 6 % is payable on the royalty according to section 6.2 above. If you are located outside Sweden you should check issues concerning VAT and company tax with your national tax agency.
- In the event you have not designated a company for receipt of royalties, the following shall apply. The royalty which is paid to you may be regarded as income from services which entails that you are responsible for ascertaining via the Swedish tax agency whether you have tax liability for this income. In addition, you are aware and acknowledge that Shortly may deduct withholding taxes and submit statements of earnings and deductions to the Swedish tax agency.
- If you live outside Sweden and has no designated company for receipt of royalties the following shall apply. You are aware of the fact that the incomes might be regarded as incomes that you have tax liability for. In addition, you are aware and acknowledge that Shortly may deduct withholding taxes and submit statements of earnings and deductions to the Swedish tax agency and/or your national tax agency.
- You are entitled, at your own expense and subject to notice given not less than 10 business days prior thereto, through an authorized public accountant, to access to accounts regarding publication of the Short Film by Shortly. A copy of the audit report of the authorized public accountant shall be sent to Shortly following completion of the audit. In the event the audit indicates that sums paid to you were lower than the sums to which you were duly entitled and Shortly agrees with such conclusion, Shortly shall pay the difference to you within 30 days of notice of the discrepancy to Shortly. In the event the discrepancy in the latter case is 10 % or more as compared with what you were entitled to, Shortly shall pay compensation to you for your reasonable costs incurred in the audit. In the event the audit indicates that you received payment in excess of what you are entitled to, any excess amount shall be repaid to Shortly (however, only to the extent the excess amount exceeds the cost of the audit).
- Fees paid to auditors carrying out an audit as set forth above must be based on time expended for the audit in question and may not consist in any respect of a share of any errors determined by the auditor.
- You hereby warrant:
(a) that you hold all rights required in order to enter into this agreement and that Shortly will not infringe the intellectual property rights of any third party through exploitation of the Short Films and Supplied Materials in accordance with the terms and conditions;
(b) that you have cleared and paid all rights compensation required for exploitation of the Short Films and Supplied Materials in accordance with the Terms and Conditions;
(c) that the Short Films and Supplied Materials do not contain statements or materials the publication of which may give rise to liability in damages or criminal liability for Shortly;
(d) that the Short Films and Supplied Materials do not contain unlawful materials, pornographic materials, or materials containing excessive violence.(e) That the Short Films, Supplied Materials and all use of the Service is in accordance with, at all times, applicable laws, regulations, regulatory decisions, case law and other applicable rules in your home country and within EU.
- In the event of any breach of the aforementioned warranties, you shall fully indemnify Shortly for any damage incurred by Shortly including reasonable attorney’s fees as required in order to protect Shortly’s rights.
9. DISCLAIMER OF LIABILITY
- Shortly’s liability in damages shall be limited to a maximum amount corresponding to 3 months payment of the Fee. Shortly is not liable for lost profits, loss of anticipated savings, lost revenues, loss of data or other indirect loss. The limitation of liability in damages in accordance with this section is not in effect in case of intent or gross negligence.
- In the event Shortly is unable to perform under the agreement as a consequence of circumstances beyond Shortly’s control, which could not reasonably have been foreseen at the time the agreement was entered into, Shortly shall be released from any liability to pay compensation.
10. PERSONAL DATA
11. TERMINATION OF THE TERMS AND CONDITIONS
- The Terms and Conditions continue to apply until such time as you or Shortly terminate this binding agreement as set forth below.
- In the event you wish to terminate your agreement with Shortly, you may do so through written notice of termination provided to Shortly at firstname.lastname@example.org. The agreement shall terminate thirty (30) days after Shortly has confirmed receipt of such notice of termination and final payment of any outstanding compensation has been made.
- Shortly may terminate the agreement with immediate effect at any time in the event:
(a) you have breached any of the provisions set forth in the Terms and Conditions;
(b) Shortly is obligated by law to terminate the agreement (for example if the provision of the Platform to you is, or becomes, unlawful); or
(c) in the event you are placed in bankruptcy or liquidation, or commence company reorganization proceedings and/or it otherwise becomes apparent that you are insolvent.
12. GOVERNING LAW AND DISPUTES
- This agreement shall be governed by the laws of Sweden.
- Any disputes arising under this agreement shall be conclusively resolved through arbitration proceedings administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitration Proceedings shall apply unless the SCC, taking into consideration the degree of difficulty of the case, the value in dispute, and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.