TERMS AND CONDITIONS
Welcome to the Fanchise production of Iron Sky Universe at ironsky.net (the “Platform”). Any referral to “Production” as used herein shall be deemed to mean Fanchise Production or any other present or future production, picture, sequel, remake, feature film, television series or literary work (including novels and graphic novels), advertising/marketing material of any of the foregoing or any other creative content the Producer decides to produce or develop on the basis of the rights granted herein.
These terms and conditions (the “Agreement”) shall apply to any and all of your participation in the development of the Production on the Platform, and same terms and conditions apply to all further ideas and material regardless of the form of the provided content and mode of expression.
This Agreement is entered into by and between you (the “Participant”) and Iron Sky Universe Oy, a Finnish limited liability company with business ID 2584146-3 (the “Producer”). The Participant and the Producer may hereinafter be referred to each individually as the “Party” and jointly as the “Parties”.
THE AGREEMENT SET OUT BELOW GOVERNS YOUR PARTICIPATION IN THE DEVELOPMENT OF THE PRODUCTION AND YOUR LEGAL RELATIONSHIP WITH THE PRODUCER. TO AGREE TO THIS AGREEMENT, CHECK THE CHECKBOX MARKED “I AGREE WITH THE TERMS AND CONDITIONS” IN THE SUBMISSION FORM. IF YOU DO NOT AGREE TO OR UNDERSTAND THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE “I AGREE” CHECKBOX, AND DO NOT PARTICIPATE IN THE DEVELOPMENT OF THE PRODUCTION.
1 PRODUCTION MATERIAL
1.1 Upon entering into this Agreement, Producer grants to Participant, subject to the terms and conditions of this Agreement, a limited, non-exclusive and non-transferrable right to access the ideas, drafts, samples, think tank material and other preparatory material of the Production and other content related to the Production submitted to the Platform or otherwise by the Producer or other participants or users of the Platform (such content the “Production material”). Such right is granted solely for the Participant’s own participation in the development of the Production within the Platform during the term of this Agreement.
1.2 All intellectual property rights, including without limitation copyright and related rights and any trade marks throughout the world, in and to the Production material and the Production are and shall at all times remain the sole and exclusive property of Producer and/or any relevant third parties. Nothing in this Agreement shall constitute a transfer of any intellectual property rights of Producer or any third party to the Participant. All rights not expressly granted to the Participant shall be retained by the Producer.
2.1 The Participant hereby grants and assigns to the Producer, its successors, licensees and assignees the fully-paid, worldwide, irrevocable, exclusive and perpetual right, title and interest and all intellectual property rights (including without limitation copyright and related rights) in and to all material and content (including without limitation all written, graphical or audiovisual content) submitted or uploaded by Participant to the Platform and to all other further ideas and material disclosed or transferred to the Producer in relation to the Production regardless of the form of the provided content and mode of expression (the “Submission”).
2.2 The rights granted herein shall include the right to all drafts, revisions, adaptations, dramatizations, translations and other versions of the Submission which may have been created or which may hereafter be created by the Participant or a third party.
2.3 Without limiting the generality of the foregoing, the rights granted herein to the Producer shall include the exclusive worldwide motion picture and allied rights, all television rights, all radio broadcasting rights, literary publication rights and all remake and sequel rights to any motion picture produced hereunder, and any and all other rights by all means or technical processes in and to the Submission.
Included without limitation among the rights granted to the Producer hereunder are the following
sole and exclusive rights throughout the world:
(i) to make, produce, adapt the Production through any technical process whether now known or hereafter devised, based in whole or in part on the Submission; and
(ii) to make available, communicate, distribute, broadcast, transmit, display and perform to the public and reproduce the Production in any languages throughout the world, in any form or media without limitation by all means or technical processes whatsoever whether now known or hereafter devised and in any place or territory whatsoever.
2.4 The Participant acknowledges that no consideration shall be paid to the Participant for the rights granted herein unless otherwise agreed between the Parties.
2.5 The Participant acknowledges that the Producer shall have the unlimited right to vary, change, alter, modify add to and/or delete from the Submission and to use a portion or portions of the Submission or the characters, plots or themes thereof in conjunction with any other literary, dramatic or other material of any kind.
2.6 The Participant hereby waives for the purposes of this Agreement any and all moral rights (droit moral) or any similar right to the Submission in all perpetuity in any country of the world.
2.7 The Participant acknowledges and confirms that the Participant does not have or shall not claim any right to the Submission or the Production, and that Producer be the sole and exclusive owner of the copyright in the Submission and the Production and, as such owner, shall have the all rights therein and thereto, including, without limitation, the sole and exclusive distribution, performance and reproduction rights and the right to register any copyrights or trademarks pertaining to the Submission and the Production in its sole discretion.
2.8 The Participant agrees to execute and deliver to Producer all assignments, instruments and other documents as may be reasonably necessary or appropriate to evidence or record Producer’s rights in the Production and the Submission as hereinabove set forth in any country throughout the world.
2.9 The Producer may determine, in its sole discretion, whether the Submission is utilized in the development of the Production. Nothing herein shall be construed to obligate the Producer to utilize the Submission or a part thereof in the Production or make any use of any rights granted herein to Producer.
2.10 In case Submission is utilized, the Producer may grant to the Participant right to attend the Production under a separate agreement accepted by both of the Parties. Further terms and conditions for such Fanchise Production shall be presented in such agreement and be in compliance with the terms and conditions of this Agreement.
3 REPRESENTATIONS AND WARRANTIES
3.1 The Participant represents and warrants to Producer that:
(i) Participant is the author and/or the sole and exclusive proprietor throughout the world of all of all right, title and interest in and to the Submission and has the exclusive, unconditional right and authority to assign the rights to the Submission to the Producer upon the terms and conditions set forth herein;
(ii) none of the rights granted and assigned to Producer have been granted or assigned to any person or entity other than the Producer;
(iii) the Participant has not adapted to Submission from any other creative material of any kind nor has the Participant copied or used in the Submission the plot or story or other proprietary elements of any other literary, dramatic, graphical, audiovisual or any other creative material;
(iv) that the Submission does not infringe upon any rights in any other literary, dramatic, graphical, audiovisual or any other creative material or that the Submission does not violate the right of any person or entity; and
(v) Participant has not assigned, licensed or in any manner encumbered any rights to the Submission and that there is no claim or litigation pending against or involving the ownership, and/or copyright in the Submission or in any part thereof or in any rights granted herein to Producer.
3.2 The Participant agrees to indemnify the Producer against all claims, judgments, liability, damages, penalties, losses and expenses (including reasonable attorneys’ fees) that may be asserted against the Producer or incurred by the Producer at any time in connection with the Submission, or any use thereof, including without limitation those arising from any breach of the warranties and promises given by the Participant herein.
4 NO WARRANTY AND LIMITATION OF LIABILITY
4.1 The Producer makes no representations, warranties or guarantees regarding the Production
material or the Production to the Participant and disclaims all implied and express warranties and representations, including without limitation warranties of non-infringement.
4.2 Producer shall not be liable to Participant for damages of any kind in connection with the Production or the Production material.
4.3 The Producer shall not be liable for the destruction or loss of any Submission or a part thereof, nor for any damages and expenses incurred to the Participant as a result. Producer shall not in any way be liable for the Participant’s own participation in the development of the Production or the Production material or any damages or losses resulting thereof.
4.4 Notwithstanding the above in this Clause 4, neither party seeks to exclude or restrict its liability for any matter in respect of which, by law, it is not permitted to restrict its liability, such as liability for damage caused by gross negligence or intent.
5.1 The Participant undertakes and agrees to keep secret all information disclosed on the Platform relating directly or indirectly to the Production, including without limitation the Production material and the Submission (hereinafter referred to as “Confidential Information”) and only use Confidential Information for the purposes of this Agreement. All material and content generated in or submitted to the Platform and any samples and drafts of the Production or the Production material, whether submitted by the Producer or the Participant or any third party, shall constitute Confidential Information. The Confidential Information shall not be disclosed or conveyed by Participant to anyone else except to other users of the Platform who have accepted these Terms and Conditions.
5.2 The obligations set forth herein regarding Confidential Information shall not apply to information which:
(i) is in the public domain other than by a breach of this Agreement on the part of the Participant;
(ii) becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of the Participant or any other party having received the Confidential Information;
(iii) required to be disclosed by law or an authority decision or by a court of competent jurisdiction.
5.3 The Participant must maintain confidential and secure all identifying codes, passwords and any other information relating to the use of and access to the Platform. The Participant must immediately inform Producer regarding any threats or suspected threats against the confidentiality of the Production material or any unauthorized disclosure of Confidential Information.
6 TERM AND TERMINATION
6.1 This Agreement shall be in force for the life of the copyright of the Submission. The Producer shall own, solely and exclusively, all the rights and property granted to the Producer hereunder throughout the world, in perpetuity as long as any rights in the Submission subsist.
6.2 All rights and title granted herein to Producer are irrevocable. Notwithstanding the foregoing, the Producer may in its sole discretion terminate this Agreement for convenience in whole or in part with immediate effect.
7.1 Governing Law and Dispute Resolution. This Agreement is governed by the laws of Finland excluding its rules pertaining to conflict of laws. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall finally settled by the District Court of Helsinki, Finland.
7.2 Subcontractors. The Producer shall have the right to subcontract its obligations under this Agreement.
7.3 Assignment. Producer may assign and transfer this Agreement or all and any part of its rights hereunder to any person firm or corporation without limitation. Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by Participant without the prior written consent of the Producer.
7.4 No agency. Nothing herein contained shall be construed to create a partnership, joint venture or agency between the Parties.
7.5 Amendments. The Producer is entitled to amend any provisions contained in this Agreement at any time in its sole discretion without notice.
7.6 No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
7.7 Entire Agreement and Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
7.8 Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.