LEGAL

Privacy Policy

Filmless, Inc. (“Filmless” or “We”) is very sensitive to the privacy needs of its website visitors and members (collectively, “You” or “User”) and recognizes the importance of protecting personally identifiable information that You may choose to share with Filmless. This Online Privacy Policy (“Privacy Policy”) provides You with important information regarding Filmless’s collection, storage and use of personally identifiable information.

This Privacy Policy applies only to personally identifiable information collected on the website(s) operated by Filmless on which this Privacy Policy is posted (collectively, “Website”), and does not apply to any other information collected by Filmless offline or through any other means.

Capitalized terms not defined in this Privacy Policy are defined in the Filmless Terms of Service.

REGISTRATION INFORMATION

Filmless never automatically collects any information that specifically identifies Users, such as their name, address, or e-mail address. Filmless collects personally identifiable information from Users only when Users voluntarily provide it as part of the registration process (“Registration Information”) to open an Account. We always ask Users whenever we need Registration Information that identifies Users or allows us to contact Users.

Filmless may collect and use personally identifiable information from Users for purposes other than to open an Account, e.g., such as subscribing to a newsletter, participating in polls, surveys, and questionnaires, using tell-a-friend features, participating in contests, sweepstakes, or other promotions, or receiving technical support.

CONSENT AND SECURITY

It is Your choice whether or not You provide Your Registration Information to Filmless, but Registration Information is required in order for Filmless to provide You with services – namely, access to and/or participation in Jobs, to post Jobs and receive Contractor Services, and certain other features of the Website.

USE OF PERSONALLY IDENTIFIABLE INFORMATION

Your personally identifiable information may be used internally within Filmless and its subsidiaries, affiliated companies, or other businesses or persons for the purpose of processing such information in conformance with our Privacy Policy. We require that such other businesses and persons agree to comply with our Privacy Policy. For example, Filmless may use Your personally identifiable information internally to provide access to You and process Your contributions to projects, to understand who uses the Website, to improve the Website, to provide updates on special events, news, and announcements of interest to our Users, and to contact You for customer service, payment, and billing purposes.

In addition, Filmless reserves the right to disclose Your personally identifiable information under limited circumstances in the event Filmless believes that the Website is being used to commit unlawful acts; if disclosure of Your personally identifiable information is required to comply with applicable laws or regulations, or with a court or administrative order; or will help to enforce our Terms of Service, to protect Your safety or security) including the safety and security of property that belongs to You) or to protect the safety and security of the Website or third parties.

From time to time, we may purchase a business or sell one or more of our businesses and Your personally identifiable information may be transferred as a part of the purchase or sale. The personally identifiable information transferred as a part of the purchase or sale would be treated in accordance with this Privacy Policy, if it is practicable and permissible to do so.

USAGE INFORMATION

Non-personally identifying information (“Usage Information”) comprises information that does not identify any particular User. Examples include: information about which of Filmless’s pages are visited on an aggregate level, browser type, operating system type, or IP address of a User.

Filmless may collect other types of non-personally identifying information, e.g., age, date of birth, gender, hobbies, or other demographic information.

USE OF USAGE INFORMATION

Your Usage Information may be disclosed internally within Filmless and to third parties. For example, Filmless may disclose Usage Information in order to better understand which parts of the Website Users are visiting, to improve the content of the Website, and for marketing, advertising, or research purposes.

COOKIES AND LOG FILES

The Website may place a text file called a “cookie” in the browser files of Your computer. Cookies can be used to provide You with tailored information from the Website. The cookie itself does not contain Registration Information. You can set Your browser to notify You when You receive a cookie, giving You the chance to decide whether or not to accept it. Filmless also records information that Your web browser sends whenever You visit any website, such as Your Internet Protocol address.

The Website uses a variety of technical methods for tracking purposes, including web beacons. Web beacons are small pieces of data that are embedded in images on the pages of websites. We also use these technical methods to analyze the traffic patterns on the Website, such as the frequency with which our Users visit various parts of the Website. These technical methods may involve the transmission of information either directly to us or to another party authorized by us to collect information on our behalf. We may collect information from use of these technical methods in a form that is personally identifiable.

You may, of course, decline to submit personally identifiable information through the Website, in which case Filmless may not be able to provide certain services or features of the Website to You.

To protect Your privacy and security, we take reasonable steps (such as requesting a unique password) to verify Your identity before granting You access to your profile or making corrections. You are responsible for maintaining the secrecy of Your unique password and account information at all times.

If at any time You decide to remove Your personally identifiable information from our database, You may do so by emailing us at info@filmless.com or contacting us via the following mailing address:

Filmless, Inc.
2  Embarcadero Center, Floor 8
San Francisco, CA 94111

Upon such removal, Filmless may not be able to provide certain services or features of the Website to You.

THIRD-PARTY ADVERTISERS, LINKS TO OTHER SITES

Filmless may allow advertising services companies to serve advertisements within the Website. Advertising may be based on usage, text, demographic, or other information gathered by or on behalf of Filmless. Filmless’s Privacy Policy does not apply to, and we cannot control, the activities of advertisers.

This Privacy Policy applies only to the Website operated by Filmless, and not to any other websites to which we may link.

OUR COMMITMENT TO DATA SECURITY

Filmless uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Your personally identifiable information. We cannot, however, ensure or warrant the security of any information You provide to Filmless and You do so at Your own risk. Once We receive Your transmission of information, Filmless makes commercially reasonable efforts to ensure the security of our systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.

OUR COMMITMENT TO CHILDREN’S PRIVACY

Protecting the privacy of young children is especially important. For that reason, Filmless does not knowingly collect or maintain personally identifiable information or non-personally-identifiable information on the Website from persons under 18 years of age, and no part of our website is directed to persons under 18. If You are under 18 years of age, then please do not use or access the Website at any time or in any manner. If Filmless learns that personally identifiable information of persons under 18 years of age has been collected on the Website without verified parental consent, then Filmless will take appropriate steps to delete this information.

SPECIAL NOTE TO INTERNATIONAL USERS

The Website is hosted in the United States and is intended for and directed to Users in the United States. If You are accessing the Website from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through Your continued access and use of Filmless, which are governed by U.S. law, this Privacy Notice, and our Terms of Service, You are transferring Your personally identifiable information to the United States and You consent to that transfer.

EFFECTIVE DATE

This Privacy Policy is effective as of March 1, 2021 and will remain in effect unless changed. Filmless may modify this Privacy Policy at any time, and such modifications shall be effective immediately upon posting of the modified Privacy Policy on the Website.

CONTACTING THE WEBSITE

If You have any questions about this Privacy Policy, the practices of this Website, or Your dealings with this Website, please contact: info@filmless.com.

Terms of Use

These Terms of Use (“Agreement” or “Terms”) are effective as of March 1, 2021. Your continued use of the Site after such time will signify your acceptance of this Agreement.

This Site is owned and operated by Filmless, Inc. (“Filmless”, “Filmless.com”, “we” or “us”). Filmless reserves the right to revise or remove any part of the Terms in its sole discretion at any time and without prior notice to you by updating this posting. Visitors to, and Users of, the Site (collectively, “User” or “You”) should visit this page periodically for changes. This Site is continually under development and changes in this Site may be made at any time. Any changes are effective upon posting to this Site. These Terms incorporate the Filmless Privacy Policy, and Filmless Contractor Services Agreement posted on the Site.

If you disagree with the Terms, your sole remedy is to discontinue your use of this Site. Your continued use after a change has been posted constitutes your acceptance of those changes.

BUYER AND CONTRACTOR RELATIONSHIP

1.  Contractor Contract

The dealing, contracting and fulfillment of a Job are between Filmless and a Contractor. Upon an extension of an offer to contract for a Job and Contractor’s acceptance of a Job Contractor agrees to deliver, the Contractor Services in accordance with the following agreements (collectively, the “Contractor Contract”): (1) the Terms of Service set forth herein; (2) the Job terms as awarded and accepted on the Site; and (3) the Filmless Contractor Services Agreement.

2. Reporting and Taxes; No Employment Relationship Created

W-9 Forms. Filmless requires any Contractor earning over $600 to submit to the Site complete and accurate W-9 documents. All domestic Contractor must submit a W-9 prior to being paid.

1099-MISC Forms. If a Contractor has invoices and Filmless has paid Contractor for $600 or more in a calendar year, Filmless will submit to Contractors a1099-MISC forms by the end of the first quarter of the following tax year.

Buyer and Contractor are solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, and all other requirements applicable to the purchase and sale of services from and by Contractors. Buyer and Contractor agree to indemnify Filmless for any taxes or penalties imposed on Filmless by virtue of the purchase and sale of services between them on this Site.

Contractors acknowledge that they are an independent contractor and not employed by Filmless as an employee. As such, in addition to satisfaction of tax obligations as set forth above, Contractors are solely responsible for their own license fees (if any) and normal business expenses. Contractors are not entitled to any benefits available to Filmless employees, including, but not limited to, medical, unemployment, vacation and pension benefits. Contractors are solely responsible for providing workers’ compensation, liability, and other insurance coverage, as they deem appropriate and required. Contractors are solely responsible for complying with all applicable state and federal reporting  and/or income requirements.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL FILMLESS BE LIABLE FOR ANY COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM 1) THE USE OF THIS SITE OR SERVICES OFFERED BY THE SITE; 2) THE INABILITY TO USE THIS SITE OR THE SERVICES; 3) THE MISAPPROPRIATION OF MATERIALS; OR 4) THE LOSS OF, OR DAMAGE TO, MATERIALS FOR ANY REASON, EVEN IF FILMLESS OR A FILMLESS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Filmless, its shareholders, business partners, directors, officers, employees, agents, Users, or third party sponsors, subsidiaries, affiliates, successors, and assignees, at your sole cost and expense, from all liabilities, claims, and expenses, including attorney’s fees, that arise from Your use of the Site and from any User Content you contribute to the Site. Filmless reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Filmless in asserting any available defense. You shall not settle any indemnified claim without Filmless’s prior written consent.

UNSOLICITED IDEAS

Filmless does not accept or consider unsolicited ideas, including ideas for new promotions, products, technologies, or processes. This policy serves to avoid potential misunderstandings or disputes regarding ownership of ideas. Except as expressly provided in Filmless’s privacy policy, you give Filmless an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any User Content. You further agree that Filmless has the right to use, without any payment or accounting to you or others, any concepts, know-how or ideas that you (and those who act on your behalf) transmit to or through this Site or to us through email.

TRADEMARKS

All trademarks, service marks, logos and trade names on this Site, whether registered or unregistered, including but not limited to Filmless.com, are proprietary to Filmless or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

JURISDICTIONAL ISSUES

This Site is controlled and operated by Filmless from its offices within the State of California, United States of America. Filmless makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Site from jurisdictions where the contents of this Site are illegal or penalized is prohibited.

ENTIRE AGREEMENT; NO WAIVER; SEVERABILITY

These Terms, including the Terms of the Privacy Policy and Contractor Services Agreement, constitute the entire agreement between you and Filmless regarding the use of the Site, superseding any prior agreements between you and Filmless relating to your use of the Site. The failure of Filmless to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

CLAIMS OF COPYRIGHT INFRINGEMENT

Filmless respects the intellectual property of others. If you believe that your copyrighted work has been copied and is accessible on the Site in a way that constitutes copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2), you are encouraged, as a first step, to contact the involved party in an attempt to resolve the issue directly. You may in addition or as a next step send a notification of claimed copyright infringement to Filmless’s designated agent along with the following information:

The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;

A description of the copyright work that you claim has been infringed and a description of the infringing activity;

Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the Site where it is posted or the name of the book in which it has been published;

Identification of the URL or other specific location on the Site where the material that You claim is infringing is located, including enough information to allow Filmless to locate the material;

Your name, address, telephone number, and email address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above information in Your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

WE CAUTION YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

GOVERNING LAW; VENUE

These Terms and the validity, construction, and performance thereof will be governed in all respects by the laws of the State of Delaware, without regard to its choice of law provisions. You irrevocably agree that any action proceeding arising from or relating to this Agreement may be brought only in the courts of California or the U.S. District Court located in San Francisco, California; and, you consent, for yourself and in respect of your property, to the jurisdiction of each such court in any such action or proceeding, and waive any objection to proceeding in such venue, including that the forum is inconvenient.

CONTACTING US

If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to info@filmless.com and if you need an address use 2 Embarcadero Center, Floor 8. San Francisco, CA 94111.

Creative Commons Attribution 4.0 International Public License

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this Creative Commons Attribution 4.0 International Public License (“Public License”). To the extent this Public License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.

Section 1 – Definitions.

  1. Adapted Material means material subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor. For purposes of this Public License, where the Licensed Material is a musical work, performance, or sound recording, Adapted Material is always produced where the Licensed Material is synched in timed relation with a moving image.
  2. Adapter’s License means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this Public License.
  3. Copyright and Similar Rights means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, and Sui Generis Database Rights, without regard to how the rights are labeled or categorized. For purposes of this Public License, the rights specified in Section 2(b)(1)-(2) are not Copyright and Similar Rights.
  4. Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.
  5. Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
  6. Licensed Material means the artistic or literary work, database, or other material to which the Licensor applied this Public License.
  7. Licensed Rights means the rights granted to You subject to the terms and conditions of this Public License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.
  8. Licensor means the individual(s) or entity(ies) granting rights under this Public License.
  9. Share means to provide material to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them.
  10. Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.
  11. You means the individual or entity exercising the Licensed Rights under this Public License. Your has a corresponding meaning.

Section 2 – Scope.

  1. License grant.
    1. Subject to the terms and conditions of this Public License, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to:
      1. reproduce and Share the Licensed Material, in whole or in part; and
      2. produce, reproduce, and Share Adapted Material.
    2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.
    3. Term. The term of this Public License is specified in Section 6(a).
    4. Media and formats; technical modifications allowed. The Licensor authorizes You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications necessary to do so. The Licensor waives and/or agrees not to assert any right or authority to forbid You from making technical modifications necessary to exercise the Licensed Rights, including technical modifications necessary to circumvent Effective Technological Measures. For purposes of this Public License, simply making modifications authorized by this Section 2(a)(4) never produces Adapted Material.
    5. Downstream recipients.
      1. Offer from the Licensor – Licensed Material. Every recipient of the Licensed Material automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this Public License.
      2. No downstream restrictions. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material.
    6. No endorsement. Nothing in this Public License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 3(a)(1)(A)(i).

  2. Other rights.

    1. Moral rights, such as the right of integrity, are not licensed under this Public License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
    2. Patent and trademark rights are not licensed under this Public License.
    3. To the extent possible, the Licensor waives any right to collect royalties from You for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Licensor expressly reserves any right to collect such royalties.

Section 3 – License Conditions.

Your exercise of the Licensed Rights is expressly made subject to the following conditions.

  1. Attribution.

    1. If You Share the Licensed Material (including in modified form), You must:

      1. retain the following if it is supplied by the Licensor with the Licensed Material:
        1. identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
        2. a copyright notice;
        3. a notice that refers to this Public License;
        4. a notice that refers to the disclaimer of warranties;
        5. a URI or hyperlink to the Licensed Material to the extent reasonably practicable;
      2. indicate if You modified the Licensed Material and retain an indication of any previous modifications; and
      3. indicate the Licensed Material is licensed under this Public License, and include the text of, or the URI or hyperlink to, this Public License.
    2. You may satisfy the conditions in Section 3(a)(1) in any reasonable manner based on the medium, means, and context in which You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URI or hyperlink to a resource that includes the required information.
    3. If requested by the Licensor, You must remove any of the information required by Section 3(a)(1)(A) to the extent reasonably practicable.
    4. If You Share Adapted Material You produce, the Adapter’s License You apply must not prevent recipients of the Adapted Material from complying with this Public License.

Section 4 – Disclaimer of Warranties and Limitation of Liability.

  1. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
  2. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Public License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
  1. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

Creative Commons is not a party to its public licenses. Notwithstanding, Creative Commons may elect to apply one of its public licenses to material it publishes and in those instances will be considered the “Licensor.” The text of the Creative Commons public licenses is dedicated to the public domain under the CC0 Public Domain Dedication. Except for the limited purpose of indicating that material is shared under a Creative Commons public license or as otherwise permitted by the Creative Commons policies published at creativecommons.org/policies, Creative Commons does not authorize the use of the trademark “Creative Commons” or any other trademark or logo of Creative Commons without its prior written consent including, without limitation, in connection with any unauthorized modifications to any of its public licenses or any other arrangements, understandings, or agreements concerning use of licensed material. For the avoidance of doubt, this paragraph does not form part of the public licenses.

Creative Commons may be contacted at creativecommons.org.

Contractor Agreement

This Contractor Agreement is part of the Contractor Contract (defined below) between the Contractor and Filmless, Inc. (“Filmless”), effective upon Contractor’s acceptance of a Job on the Site. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Filmless Terms of Service. Capitalized terms not defined in this Services Agreement are defined in the Filmless Terms of Service.

This Services Agreement is effective as of March 1, 2021.

CONTRACTOR CONTRACT

Upon an extension of an offer to contract for a Job and Contractor’s acceptance of a Job, Contractor agrees to deliver the Contractor Services in accordance with the following agreements (collectively, the “Contractor Contract”): (1) the Terms of Service; (2) the Job Terms, as accepted on the Site; and (3) this Contractor Services Agreement.

RESPONSIBILITIES AND PERFORMANCE

Filmless shall make a final acceptance for satisfactory Contractor Services in accordance with the Contractor Contract in a timely and professional manner. Contractor is responsible for the performance and quality of the Contractor Services in accordance with the Contractor Contract in a timely and professional manner, consistent with industry practice. The manner and means that Contractor chooses to perform the Job are within Contractor’s sole discretion and control. Contractor shall have sole control over where, when and how the Contractor Services are performed. In performing the Job, Contractor agrees to provide its own equipment, tools, and other materials at its own expense. Filmless and Contractor each covenant and agree to act with good faith and fair dealing in performance of the Contractor Contract.

DURATION OF SERVICES

The performance of the Contractor Services under the Contractor Contract commences and terminates on the dates specified in the Job Terms, unless both Contractor and Filmless otherwise agree and Contractor or Filmless edits the Job deadline on the Site.

A Contractor assigned to a particular Job shall be required to perform edits to a Submission twice, unless, in Filmless’s sole discretion, the submission cannot be used, the Contractor has had repeated failed edit attempts in the past, or if the Buyer does not have any edits to the first or second Submission. In the event that a submission requires edits, the first and/or second Submission shall be returned to the Contractor with comments, edits or any remarks in order to allow a Contractor to make updates to each submission.

INDEPENDENT CONTRACTOR RELATIONSHIP

Contractor is: (a) not the agent of Filmless; (b) not authorized to make any representation, contract, or commitment on behalf of Filmless, including contacting Filmless Clients; (c) not entitled to any of the benefits that Filmless makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Contractor’s performance of services and receipt of fees under the Contractor Contract.

Contractor has the right to be employed by, contract with or otherwise perform similar services for other individuals or entities (specifically including direct competitors of Filmless) during the term of this Agreement. In doing so, Contractor shall not make use of, or disclose, directly or indirectly, any confidential or proprietary information of Filmless or its clients or Buyers. Contractor shall have the right at all times to decline to provide services. Contractor shall furnish and maintain at its expense all certifications, licenses, continuing education, equipment and materials used to provide the Services, including, but not limited to a telephone, computer equipment, and high-speed internet access. Contractor is solely and exclusively liable for complying with all applicable state, federal and international laws, including laws governing self-employed individuals, and other contributions based on fees paid to Contractor under the Contractor Contract. Filmless will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Contractor’s behalf. Contractor hereby agrees to indemnify and defend Filmless against any and all such taxes or contributions, including penalties and interest. Upon execution of this Agreement, Contractor shall provide a completed W-9 to Filmless and shall provide same for any year during which he or she is covered by any extension or renewal of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

Ownership of Job and Intellectual Property: Contractor agrees that each Submission is a work made for hire. Upon Contractor’s Submission of a Job, any Intellectual Property Rights in the Submission will be the sole and exclusive property of Filmless, and Filmless will be deemed to be the author thereof. If Contractor has any rights to such Intellectual Property Rights that are not owned by Filmless upon Contractor’s Submission, Contractor hereby automatically irrevocably assigns to Filmless all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Contractor retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of Filmless’s ownership in such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Submission.

License to or Waiver of Other Rights: If Contractor has any right to such Intellectual Property Rights in the Submission that cannot be assigned by Contractor, Contractor hereby automatically upon receipt of payment from Filmless unconditionally and irrevocably grants to Filmless during the term of such rights, an exclusive, even as to Contractor, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.

CONTRACTOR REPRESENTATIONS AND WARRANTIES

Contractor hereby represents and warrants that (a) the Submission will be an original work of Contractor and Contractor will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Submission; (b) the Submission will fully conform to the requirements and terms set forth on the Site and in the Contractor Contract; (c) neither the Submission nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Job nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Contractor will not grant, directly or indirectly, any rights or interest whatsoever in the Submission to third parties; (f) Contractor has full right and power to enter into and perform the Contractor Contract without the consent of any third party; (g) Contractor will comply with all laws and regulations applicable to Contractor’s obligations under the Contractor Contract; (h) Contractor is solely responsible for the acquisition and payment of any and all third-party clearances, permissions, fees, and licenses that are necessary in connection with Contractor Services including with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials; (i) Contractor shall perform the services in a professional manner and all Submissions or Jobs shall use proper English spelling, proper grammar and punctuation and shall contain factually correct statements. , In addition, Contractor will verify all facts in each Submission. Contractor agrees that Contractor will not hold himself, herself or itself out as being an employee of Filmless or its clients or buyers to any third party, including, but not limited to, any state unemployment agency. Contractor agrees that he, she or it is an independent contractor with respect to all Services provided pursuant to this Agreement.

INDEMNIFICATION

Contractor will defend, indemnify, and hold harmless Filmless, its affiliates, licensees (in particular, any Buyers that contracted with Filmless for the Job concerning the Submission at issue), directors, employees, agents and advisors against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Filmless (i) alleging that any Submission that Contractor delivers pursuant to the Contractor Contract or the Job infringes upon any Intellectual Property Rights (provided, however, the infringement claim does not pertain to revisions to the Submission performed by Filmless or others); (ii) alleging that any Submission that Contractor delivers pursuant to the Contractor Contract misappropriates any trade secret, of any third party; [iii] any activity performed by Contractor under this Agreement of in performance of the Services, or (iv) arising from Contractor’s breach of the terms of this Agreement.

TERMINATION

Termination with Cause. Either party has the right to terminate the Contractor Contract in connection with a Job immediately in the event that the other party has materially breached the Contractor Contract and fails to cure such breach within fifteen (15) days of receipt of notice sent by the non-breaching party, setting forth in reasonable detail the nature of the breach. Filmless may also terminate the Contractor Contract immediately in its sole discretion in the event of an assigned Contractor’s material breach of the Sections titled “Intellectual Property Rights,” “Contractor Representations and Warranties,” and “Confidential Information.”

Survival. In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Contractor Contract: Sections titled “Intellectual Property Rights,” “Confidential Information,” “Contractor Representations and Warranties,” “Indemnification,” “Return of Property,” “Survival,” “Exclusion and Limitations of Liability,” “Arbitration Agreement” and “General Provisions.”

ARBITRATION AGREEMENT

Contractor and Filmless agree and acknowledge that they will utilize final and binding arbitration to resolve all disputes that may arise out of or relate to this Agreement, the Services and Contractor’s relationship with Filmless, including retroactively requiring the use of arbitration for any dispute that may have arisen from the time that Contractor began providing services to Filmless. Both Filmless and Contractor agree that any claim, dispute, and/or controversy that either Contractor may have against Filmless (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans) or Filmless may have against Contractor, arising from, related to, or having any relationship or connection whatsoever with Contractor’s contract relationship with Filmless, including the classification of Contractor as an independent contractor shall be submitted to and determined exclusively by binding arbitration. This Arbitration Agreement is governed by the Federal Arbitration Act, and Contractor acknowledges that this Agreement evidences a transaction in commerce.


CONTACTING US

If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to info@filmless.com and if you need an address use: 2 Embarcadero Center, Floor 8, San Francisco, CA 94111

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