Terms

Welcome to Genero.tv. These Terms and Conditions of Use and Service (“Terms”) govern your use of the Genero Services and form a binding contractual agreement between you, the user of genero.tv (“you”, “your”, “User”), and us, Genero Media Pty Ltd ACN 130705967 (“Genero”, “we”, “our”, “us”), the owner and controller of the Genero Services.

Please read these Terms and the Genero Policies carefully before using or accessing any of the Genero Services. By creating an Account, accessing, using, or participating in the Genero Services, in any manner whatsoever, you agree to be bound by these Terms, as well as any and all other applicable operating rules, policies and/or procedures that may be published by Genero from time to time anywhere on the Website, each of which is incorporated by reference and each of which may be updated by us from time to time without notice to you. If you do not agree to any part of these Terms, do not access or use the Genero Services. You agree that your use of the Genero Services after any such change will be subject to, and you will comply with, the revised Terms subsequent to that change. Please be sure to check the Terms regularly for updates. You acknowledge that you have obtained legal advice in relation to these Terms or have knowingly declined to do so.

Genero Presents, Additional Terms

Genero Presents is a new program where we'll be bringing you amazing opportunities to work on original content, as well as a range of clients that we will curate across music, film, fashion, etc. We'll also be investing heavily in building an audience for Genero Presents to give even more exposure to our filmmakers, via a global audience of people wanting to watch the best new music videos, film, documentaries, fashion films, etc. and to discover the best new filmmaking talent around the globe.

Where we monetise any video under Genero Presents on platforms like YouTube or by syndicating it to TV or other platforms and partners, we'll share any revenue back with each filmmaker 50:50. We will be actively seeking partnerships to syndicate and distribute your content and we are already having discussions with potential partners.

As a filmmaker, by participating in a Genero Presents brief, you agree to the following key terms;

- If your Video is a selected by Genero and you are paid a Filmmaker Payment, as usual, you transfer full rights to the Client (sometimes the Client may be Genero for briefs we are funding ourselves).

- If your Video is not selected to be paid a Filmmaker Payment, you can decide within 30 days of the Announcement Date to take your video off Genero and opt-out of Genero Presents by emailing us.

- If you do not opt out within 30 days, Genero have the right to select your video (a 'Genero Presents Selection') to be uploaded to other platforms including YouTube for an exclusive 2 year period so we can do the best possible job driving views and revenue and we can negotiate syndication and distribution partnerships for your Video. During this exclusive 2 year period, if we are monetising your video on YouTube or any other platform, Genero will share 50% of our net revenue back to you. For clarity, if Genero does not earn any revenue from your Video, no revenue will be shared/paid to you.

- During this exclusive 2 year period, you are not permitted to sell or deal with your video in any way, post your video on other platforms or take down your video from Genero Presents unless it is sold via the Genero Video Store.

- Beyond the 2 year exclusive period you can again decide to either opt-out of the program and take your video down from Genero at any time by emailing us, or keep your video on Genero and share in any monetisation as described above.

- Beyond 5 years if you decide not to opt-out of Genero Presents, sharing of revenue may be discontinued, solely at Genero's discretion. This is to allow for changes beyond Genero's control, or unforeseen changes in distribution arrangements, company ownership, administrative processes, etc.

- Payouts from Genero Presents may be subject to terms around minimum revenue thresholds for a Video and minimum payout amounts, which may vary between different partners and platforms.

- If your Video is not a Genero Presents Selection you retain all rights to your Video and can have it taken down from Genero at any time.

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Contents

1. Your acceptance of these Terms
2. Definitions
3. Interpretation
4. Privacy and your personal information
5. Registration and Account Security
6. Use of the Genero Services
7. Ownership of Genero’s Intellectual Property
8. Linking to/from Website and Third Party Sites
9. Grant of Rights in Content
10. Use of Assets in Content
11. Submitting, publishing and removing Content
12. Terms relating to Video Projects and Video Briefs
13. Terms relating to the Genero Video Store
14. Terms relating to Payments
15. Disclaimer Of Warranty And Limitation Of Liability
16. Indemnification
17. Change to Services
18. Copyright Infringement - Take Down Procedures
19. Assignment
20. Governing Law and Jurisdiction

1. Your acceptance of these Terms 

1.1.     By using the Genero Services you:

(a)       signify your agreement to and acceptance of these Terms;

(b)       signify your agreement to and acceptance of any other policies published on the Website (“Genero Policies”);

(c)       warrant that you are over the age of 18 and have the right and authority to enter into this Agreement;

(d)       warrant that the performance of your obligations hereunder does not infringe the rights of any third party; and

(e)       acknowledge that you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the Genero Services at your own risk.

1.2.     If you are not 18 years or older you must not use the Genero Services.

1.3.     Genero does not endorse or support the information, materials, imagery, or other content within the Content, including any opinion, recommendation, formula, recipe, system, or advice expressed in any Content, and expressly disclaims any and all liability whatsoever in connection with such Content.

1.4.      In addition, from time to time your use or participation in the Genero Services may include certain Additional Terms that are unique to that particular part of the Genero Services and which may supplement these Terms. In such an instance, the relevant Additional Terms will be made available on the Genero Services, as appropriate, and your use or participation in such particular part of the Genero Services will be subject to your acceptance of those Additional Terms. If any of the terms in the Additional Terms conflict with these Terms, the terms in the Additional Terms will prevail.

2. Definitions 

Account means an account with Genero which enables a User to access particular aspects of the Genero Services, and contains certain personal information and registration data provided via the registration page on the Website.

Additional Terms means certain terms and conditions that are specific to a particular part of the Genero Services. Such terms may be specified by the Filmmaker (where permitted), Client and/or Genero and in the event such Additional Terms conflict with these Terms, the terms of the Additional Terms shall prevail.

Applicable Taxes means any value-added tax, sales tax, goods and services tax or other tax or duty imposed on any transaction entered into through any Genero Services that by local law must be added to any amounts charged for the participation, use or purchase related to any Genero Services that must be collected by Genero or by the Filmmaker or Client.

Assets means any information, Content, material or property published on the Website or otherwise made available to the Filmmaker by Genero and/or Client for the sole purpose of the Filmmaker’s use within the Submission.

Client means a person, business, brand, entity, partnership, or organisation (or any duly authorised person to act and enter into agreements on behalf of the foregoing) that (i) authorises and/or publishes a Video Project or Video Brief; and/or (ii) proposes to purchase a Video through the Video Store section of the Genero Services. For the avoidance of doubt, Client may, from time to time, include Genero.

Client Page means the page published on the Website, or otherwise delivered to a Filmmaker by Genero, that sets out the Client’s requirements and Additional Terms, if any, in relation to a Video Project and/or Video Brief.

Client Selection means the Treatment and/or Video(s) selected by the Client to receive a Payment in accordance with the Client Page and these Terms.

Closing Time and Date means the time(s) and date(s) published on the Client Page in which a Submission must be submitted by in order to be considered to be selected as a Client Selection.

Commissioned Video means the Video created by the Filmmaker after its Treatment has been selected as a Client Selection in accordance with the Video Brief;

Content means any information, images, comments, or other material or content (including Videos, Video Briefs, Video Projects, Assets, and Treatments) submitted by a User in connection to the Genero Services.

Contributor means any person, other than the Filmmaker who has been involved in the creation of the Submission, including a Performer.

Filmmaker means a Filmmaker that has made and submitted a Submission to the Genero Services.

Genero means Genero Media Pty Ltd ACN 130705967, the party who is the owner of the Genero.tv domain, and the Website and Genero Services, and shall include any other party in the future who takes legal transfer of same.

Genero Fee means the amount to be received by Genero from the User for participation in the Genero Services, as specified by Genero from time to time.

Genero Release Form means the relevant release form(s), as may be updated from time to time, provided by Genero and located at http://genero.tv/faq-checklist-release-forms/. 

Genero Services includes the Website, Genero Video Projects, Genero Video Store, Genero Video Briefs, and any other services provided by Genero.

Payment means the consideration that is paid to a Filmmaker in accordance with clause 14.1 of these Terms, after Genero has deducted and retained the Genero Fee and any Applicable Taxes.

Performer means a performer, group or person who appears, either directly or indirectly or through reference to name or likeness, in a Submission.

Privacy Policy means the privacy policy of Genero available at http://genero.tv/privacy, which forms part of these Terms.

Registered User means a User that registers an Account via the Website in order to access certain features of the Genero Services.

Release Form means each Genero Release Form properly executed and obtained by Filmmaker to evidence permission from and rights to any and all Contributors included in the Submission, as well as, if applicable, any third-party intellectual property (including music) embodied in a Submission, including any third-party copyrights or trademarks.

Standard Licence Terms means a perpetual, world-wide, non-exclusive, irrevocable, assignable, sub-licensable, and royalty-free licence: 

(a)       to use, re-produce, alter, adapt, monetise, broadcast, publish, perform in public, and communicate to the public, transmit, compress, host, post, share, stream, upload, and otherwise exploit the Content in all media now known or hereafter devised; 

(b)       to submit the Content for inclusion in ticketed or free events; 

(c)       to combine and/or include the Content, or any part thereof, with any other material or content as part of any media (physical, electronic or otherwise); 

(d)       to edit, compress, or modify the Content at any time and in any way (at the sole discretion of the licensee), including broadcasting the Content in different formats for mobile devices, television, cinema, festivals or other reasons as the licensee sees fit; 

(e)       to earn and retain advertising, sponsorship and other forms of revenue from the Content including on the licensee’s website and other websites and social media pages, which may be displayed and not limited to, before or after the Content plays, and superimposed over the Content without payment or notice by licensee;

(f)        market, promote or advertise the Content;

(g)       to delay, cease, refrain, or omit to do any of the above;

(h)       to licence, sub-licence, or otherwise authorise any third party to do any of the above; and

(i)         to transfer or assign any of the above rights to a third party.

Submission means the Content (including Video and/or Treatment) submitted by a Filmmaker as a response to a Video Brief or Video Project to the Genero Services or otherwise to Genero and/or client, and includes any subsequent Submissions or versions or adaptations of such Content.

Treatment means the response submitted by a Filmmaker to a Video Brief, using any combination of (but not limited to) words, images, audio and/or video.

User, you, or your means the party entering into this Agreement by accessing or using the Website and/or Genero Services and includes Filmmakers, Clients, Contributors, Registered Users, and users of the general public. 

Video Brief means the brief, requirements, proposed Payment, and Additional Terms set out by a Client, via the Genero Services, for Filmmaker Treatment Submissions and subsequent Commissioned Videos.

Video Player means the video player used on the Website and other websites via the embeddable video player.

Video Project means the brief, requirements, proposed Payment and Additional Terms set out by a Client, via the Genero Services, for Filmmaker Video Submissions.

Video Store Agreement means the contract entered into by a Client and a Filmmaker under which the Filmmaker agrees to sell a Video (excluding any and all Assets) to the Client or the licence granted in accordance with clause 13.11, neither of which Genero is a party to.

Video means any cinematograph film Submission.

Website means the Genero website located at http://Genero.tv.

3. Interpretation

3.1.     The following rules of interpretation apply to these Terms, the Website and the Genero Services:

(a)       the singular includes the plural and vice versa;

(b)       a reference to USD$ is to the currency of the United States (which is the default currency for Payments unless otherwise stated), GBP£ to the currency of Great Britain, EUR€ to the currency of the Eurozone, and AUD$ to the currency of Australia;

(c)       headings to clauses are included for the sake of convenience only and shall not affect the interpretation of these Terms;

(d)       the word person means and includes a natural person, a company, a firm or any other legal entity including where that person is acting as a trustee;

(e)       the words including and includes mean including but not limited to;

(f)        when a User comprises two or more persons the rights and obligations of such persons pursuant to these Terms shall inure for the benefit of and bind all of them jointly and severally.

4. Privacy and your personal information

4.1.      You warrant that you have read the Privacy Policy published on the Website. The Privacy Policy explains how Genero collects and uses your personal information, and protects your privacy, when you use the Genero Services.

4.2.      You agree to the collection and use of your personal information in accordance with the Privacy Policy.

5. Registration and Account Security

5.1.     You may become a Registered User by registering an Account on the Website. Your registration may be cancelled if Genero determines that, at its sole discretion, multiple accounts are held by the same individual or entity or you are in breach of these Terms.

5.2.     You may not register an Account if you were previously a Registered User and Genero cancelled your Account as a result of you being in breach of these Terms (as they applied at the relevant time).

5.3.     In order to register an Account and to access and use certain Genero Services features, you may be required to provide information about yourself (including identification, contact and payment details), as part of the registration process for the Genero Services, or as part of your continued use of the Genero Services. By registering as a Registered User and using the Genero Services, you represent and warrant that all registration information you submit (including any representation or warranty you provide in the course of registering) is truthful and accurate and you will maintain the accuracy of such information at all times whilst you continue to be a Registered User.

5.4.      When you register to become a Registered User, you will be asked to choose a password for your Account.

5.5.     You are entirely responsible for maintaining the confidentiality and strength of passwords associated with any Account you use to access the Genero Services. You agree not to use the Account, username, email address or password of another user at any time or to disclose your password to any third party. You will be solely responsible for the use of your password and any and all activities that occur on your Account, whether or not those activities are authorised by you.

5.6.     If you become aware of any unauthorised use of your password or Account, you must notify Genero immediately by email to info@genero.tv.

6. Use of the Genero Services

6.1.     Genero grants you a non-exclusive, worldwide, non-transferable licence to use the Genero Services in accordance with these Terms.

6.2.     Genero may alter or amend any aspect or part of the Genero Services at any time in its sole discretion without prior notice or liability to you. Notwithstanding the foregoing, you acknowledge that Genero is not liable for any loss or damage whatsoever, howsoever caused, resulting from any action taken or reliance made by you on any information or material on the Genero Services.

6.3.     The Genero Services will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes). Genero reserves the right to cease the operation of the Genero Services, or any part thereof, without prior notice or liability to you.

6.4.      In using Genero Services you agree that, unless you are specifically allowed to do so under these Terms or the terms of a separate agreement with Genero, you shall not, or authorise any person to:

(a)       use, or allow to be used, the Genero Services or Content for any unlawful purpose or in any unlawful manner;

(b)       impersonate any other person;

(c)       make any commercial use of any Content or the Genero Services or any part of the foregoing;

(d)       access (or attempt to access) Genero Services by any means other than through the interface that is provided by Genero;

(e)       access (or attempt to access) Genero Services through any automated means (including use of scripts or web crawlers);

(f)        "frame" or "mirror" the Website or any part thereof on any other server or Internet-enabled device;

(g)       reproduce, duplicate, or copy any part of the Genero Services or any Content for any purpose, without the prior written consent of Genero or the owner of such Content;

(h)       copy, modify, adapt, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Genero Services or Content or any part of the foregoing;

(i)         attempt to corrupt data or undermine the security or integrity of Genero Services, or where the Genero Services are hosted by a third party, that third party's computing systems and networks;

(j)         transmit or distribute a virus, trojan, worm, logic bomb or post any other material to, from or via the Genero Services;

(k)       disparage or make any action or statement that harms the reputation or business of Genero or any User;

(l)         falsely represent yourself at any time as an agent, employee, lessee, sub-lessee, partner or joint-venture partner of Genero or any Client;

(m)     gain or attempt to gain unauthorised access to any aspect of the Genero Services, the server on which Genero Services is stored or any server, computer or database connected to the Genero Services; and

(n)       infringe upon the rights of any other person's personal property, intellectual property, personality, or proprietary rights.

7. Ownership of Genero’s Intellectual Property

7.1.     You acknowledge and agree that Genero (or Genero’s licensors) own all legal right, title and interest in and to the Genero Services, including any intellectual property rights which subsist in the Genero Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist) and nothing in these Terms gives you a right in or to such intellectual property.

7.2.     In using the Genero Services you agree that you shall not (and will not permit anyone else) to adapt, reproduce, store, distribute, transmit, print, display, publish or create derivative works from any intellectual property on the Genero Services. You agree that you will not use any intellectual property in a way that is likely or intended to cause confusion about the owner or authorised user of the intellectual property.

7.3.     For the purpose of these Terms, intellectual property includes, but is not limited to, designs, patterns, artistic works, photography, literary works, musical works, sound recordings, cinematograph films, software, trademarks, service marks, trade names and logos and expressly excludes Content submitted by Filmmakers and Clients.

8. Linking to/from Website and Third Party Sites

8.1.     You may link to the Genero Services, provided you do so in a way that is fair and legal and does not damage Genero’s reputation or takes advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement where none exists.

8.2.     You must not post, publish, upload, transmit, perform in public, communicate to the public, or otherwise disclose any Submission to any other party, or any work incorporated into a Submission, except (and only once the Submission has been published by Genero) by way of direct URL link for the Submission on the Website or embedding or sharing the Submission using the Genero embed code or sharing tools available from the Video Player.

8.3.     The Genero Services may contain links to other websites, which are not operated by Genero (“Third Party Site/s”). Genero has no control over Third Party Site/s and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of Third Party Sites will be subject to the terms of use of such Third Party Site/s.

9. Grant of Rights in Content

9.1.     Upon Filmmaker’s submission of Content to the Website or otherwise to Genero or Client, the Filmmaker and the Client (as applicable) hereby grant to Genero a licence in the Content in accordance with the Standard Licence Terms.

9.2.     In the event that the Submission is a Client Selection, as consideration of the Payment, the Filmmaker hereby irrevocably agrees to assign all rights, title, and interest in the Client Selection to the Client. This includes all things associated with ownership of personal property, which without limitation includes granting the Client the exclusive rights throughout the world in perpetuity to manufacture, distribute, promote, advertise, sell, lease, licence or otherwise exploit commercially the Client Selection in all media and technologies now or hereafter known, including the right to communicate the Client Selection to the public and to licence all such rights to third parties in its absolute discretion. The Filmmaker agrees to do all things and execute all documents required by Client to effect a full assignment of the Filmmaker’s rights in the Client Selection. During the time between Client Selection and assignment of the rights in accordance with this clause, the Filmmaker hereby grants the Client a licence in the Content in accordance with the Standard Licence Terms.

9.3.     You must not deal with (including licence, assign, transfer or sell), or post, publish, upload, transmit (or otherwise disclose to any other party) the Submission or any work incorporated into the Submission, until each of the following have occurred:

(a)       the Closing Time and Date on the Client Page has lapsed;

(b)       the Client Selection has been announced;

(c)       14 days after the Client Selection has been announced you have not been notified that your Video is a Client Selection; and

(d)       all Assets have been removed from the Content (unless otherwise used in accordance with these Terms e.g. Video Store or via the Video Player).

9.4.      Notwithstanding the foregoing, the Filmmaker may use a reasonable portion of the Client Selection (which includes the Assets) for self-promotional purposes (i.e. your showreel) upon announcement of the Client Selection, provided that such Client Selection is not commercialised or monetised by the Filmmaker at any time.

9.5.     In the event that your Submission is not approved and published on Genero, you are not permitted to post such Submission to any other websites, or deal with it in any way unless and until any and all references to the Client, Genero, and Assets have been first removed from such Submission.

9.6.     Subject to any restrictions or rights granted herein, for all Submissions other than the Client Selection, the Filmmaker retains the rights to their original Video footage and Treatments to the exclusion of any Assets or other copyright or non-original material.

10. Use of Assets in Content

10.1.  The Client grants Genero and Filmmakers a non-exclusive perpetual, worldwide licence to use Assets in accordance with these Terms and any Additional Terms specified by the Client.

10.2.  To the extent that Assets are available on the Genero Services, the Client grants the Filmmaker a non-exclusive licence to reproduce, publish, communicate to the public, synchronise, and adapt the Assets for the sole purpose of creating a Submission in relation to the Client Page to which the Assets were made available. For the avoidance of doubt, you are expressly not permitted to use the Assets for any purpose other than as part of your Submission.

10.3.  The Client warrants that to the extent that the underlying materials on the Assets comprise musical works, or another work controlled by a third party, that it has full right, licence, and authority from the owners of such works (e.g. publisher) to grant the rights herein in relation to the parts of Assets not wholly owned by the Client. For the avoidance of doubt, neither Genero nor Filmmaker are responsible for clearing or licensing any use of the Assets for the purpose of making a Submission.

10.4.   All rights in and to the Assets are reserved by the Client. You hereby acknowledge and agree that there is no transfer, licence or other grant of rights to you in respect of any Assets other than as specifically provided for in these Terms or any Additional Terms.

10.5.  Other than as part of your Submission, you must immediately cease all use of Assets and return or destroy all copies of Assets by the Closing Time and Date on the relevant Client Page.

11. Submitting, publishing and removing Content

11.1.  You must not add/remove any Content to/from the Genero Services:

(a)       unless you hold all necessary rights, licences and consents to do so;

(b)       that would cause you or Genero to breach any law, regulation, rule, code or other legal obligation;

(c)       that would be in breach of these Terms or any Additional Terms; and

(d)       which:

(i)        infringes the intellectual property or other rights of any third party;

(ii)       brings or could bring Genero or any Client into disrepute;

(iii)     is or could reasonably be considered to be deceptive, misleading, false, fraudulent, obscene, defamatory, disparaging, indecent, seditious, offensive, scandalous, sexually explicit, threatening, abusive, harassing, hateful, degrading, intimidating, graphically violent, liable to incite racial hatred, discriminatory, blasphemous or otherwise inappropriate;

(iv)      unlawfully impersonates any person (including by way of celebrity look-a-likes or sound-a-likes), or states or misrepresents any affiliation with any person where such affiliation does not exist;

(v)       depicts, encourages, promotes or induces conduct that could violate any law or give rise to criminal or civil liability;

(vi)      advertises or promotes alcohol, tobacco, firearms, gambling or feminine hygiene products (unless the Genero Services instruct you to);

(vii)    endorses any religious or political cause or candidate;

(viii)   contains any personally identifying or other personal information about you or any other person;

(ix)      is in breach of confidence or in breach of privacy, or contains any confidential information, material, or non-public information about any individual, person, or company;

(x)       contains gang signs or symbols;

(xi)      contains any stock or public domain footage, without the prior written consent of Genero; or

(xii)    contains any information or instruction that might be injurious to any person’s physical well being.

11.2.  User shall have sole and complete responsibility for any Content that it submits for publication on the Website including any and all liability that may result from such Content.

11.3.  Genero may remove any Content, in whole or in part, if Genero suspects that such Content infringes or may infringe any person’s intellectual property rights or any other rights, including personal rights. In addition Genero reserves the right to remove any Content upon receiving notice that such Content is or may be infringing the notifying person’s intellectual property and/or personal rights.

11.4.   Genero reserves editorial control over the Genero Services and may (but is not obligated to) monitor, moderate, alter or amend any part of the Genero Services at any time in its sole discretion without prior notice or liability to you. Notwithstanding Genero’s editorial control, Genero contains content originally published by parties other than Genero. You acknowledge that Genero is not liable for any loss or damage, howsoever caused, resulting from any action taken or reliance made by you on any information or material on the Genero Services which was, in whole or part, originally created or published by a third party.

11.5.  Nothing in these Terms obliges Genero to: 

(a)       publish or communicate Content;

(b)       publish or communicate Content for any particular amount of time;

(c)       remove Content at any time; or

(d)       use Content in any commercial or official capacity.

11.6.  Genero may or may not publish Content at its absolute discretion. Reasons for Genero not publishing your Content include: 

(a)       the Content being of insufficient technical, creative or production quality; and/or

(b)       because you have breached or not met your obligations under these Terms, the Additional Terms, or any other terms, policies or guidelines as published on the Website, or otherwise made available, from time to time.

11.7.  You acknowledge, warrant and represent that:

(a)       ideas, concepts and Content submitted or created by other Users may be competitive with, and/or similar or identical in part or whole to your Content. You acknowledge and agree that you will not be entitled to any payment, fee, or other consideration as a result of any use of any such similar or identical material, and hereby release Genero and the Client from any and all claims relating thereto;

(b)       you are the creator and exclusive copyright owner of the Content and entitled to submit the Content on your own behalf and on behalf of each other owner of the Content;

(c)       you are solely responsible for the Content that you submit and the consequences of posting or publishing such Content on the Website including any copyright infringement;

(d)       you shall use the appropriate Genero Release Forms, as provided by Genero and without alteration, save as to including contracting parties details, to satisfy its obligations under these Terms;

(e)       as at the date of submission of the Content, you have obtained and uploaded to the Genero Services any and all fully executed Release Forms, licences, rights and consents necessary (each of which are world-wide, royalty free, irrevocable, perpetual, and transferable/assignable/licensable, in all media now known or hereafter devised) in order to grant the rights provided herein, including releases relating to performances, compositions and sound recordings, locations, models, intellectual property, with the Filmmaker bearing sole responsibility for the form and adequacy/accuracy of such Releases (including assignments, permissions etc) and identification collected. For the avoidance of doubt, unless provided as an Asset via the Genero Services, you must have legally licenced any third party material (including songs) for use in your Content, which must be cleared for commercial use without any fees, limitations or restrictions whatsoever;

(f)        you shall immediately provide, upon reasonable request by Genero or the Client, copies of any and all Release Forms, authorities, permissions, transfers, assignments, waivers, licences, proof of ownership, or other documents required under these Terms. For the avoidance of doubt, Filmmaker is not required to provide a Release Form for the Assets appearing on the Website for the Video Project;

(g)       you are entitled to grant Genero each of the rights relating to the licence, use and treatment of the Content submitted by you, and Genero’s use of those rights will not violate the rights of any person (including copyrights, trademark and trade dress rights, database rights, trade secrets, moral rights, intellectual property rights, publicity rights, industrial rights, and any other proprietary rights arising under the laws of any jurisdiction), and if requested you shall provide to Genero a written confirmation of such rights;

(h)       you are entitled to be the sole recipient of any Payment due hereunder or of any other payment flowing from the Genero Services, and neither Genero nor the Client shall have additional liability to Filmmaker or any person relating to the Payment or other award, if any, after remittance of same to Filmmaker;

(i)         your Content and the contribution of any third party (including any Contributor) or third party materials is not subject to the requirements or obligations of any union, guild, collecting society, or similar association (“Union”) or if it is subject to any Union you warrant and agree to fully comply with such Union’s rules and policies and you indemnify and hold Genero and Client harmless for any Union related claims whatsoever and howsoever caused;

(j)         your Content may be subject to criticism and/or review by the public and as such may receive positive or negative comments and reactions. Genero is not responsible for any such review or comment or any consequences relating thereto;

(k)       any part or whole of your Content is factually accurate to the extent that it purports to represent facts;

(l)         Filmmaker shall, if reasonably required by Genero or the Client, participate in press photography/filming, media interviews, as well as general promotional and publicity activity of Genero and/or its Client;

(m)     you shall immediately provide, upon reasonable request by Genero or the Client, your government identification and proof of age; and

(n)       Filmmaker is responsible for any and all Applicable Taxes, third party costs, charges and expenses in relation to the Filmmaker’s participation in the Genero Services (including receipt of any payment) and obligations under these Terms.

11.8.  You acknowledge that Genero is not responsible for lost, damaged, misdirected, unusable or unreadable Content or Submissions, or technical issues with the Website.

12. Terms relating to Video Projects and Video Briefs

12.1.  Genero may, in its absolute discretion for any reason whatsoever, edit, postpone, or cancel a Video Project and/or Video Brief without any liability to you; including not making a Client Selection (including where no Videos were of sufficient quality), and not publishing or judging Videos.

12.2.  The Closing Time and Date for each Video Project and Video Brief shall be listed on the relevant Client Page on the Website. Genero reserves the right to alter any Closing Time and Date in its absolute discretion. All dates/times are Greenwich Mean Time (GMT) unless stated otherwise. It is your responsibility to convert the time and date to your local time zone. Your Submission will not be accepted if it is not submitted by the Closing Time and Date. Notwithstanding the foregoing, Genero reserves the right, at its sole discretion, to accept or refuse to accept late Submissions, e.g. where the Filmmaker has had technical problems and not been able to submit by the deadline.

12.3.  You shall supply a high resolution file of your Submission on physical media via mail, or uploaded electronically (at our discretion) within three (3) days of being notified that your Submission is a Client Selection, in accordance with our broadcast specification guidelines and any further Client requirements. Failure to do so may result in your Submission being no longer deemed eligible for Client Selection and no Payment being made. For broadcast specification guidelines, please refer to this URL as well as the Client’s individual requirements on each Client Page - http://genero.tv/faq-broadcast-specs/.

12.4.   In relation to Video Briefs, following the Client Selection, Genero strongly recommends that the Filmmaker and Client agree to all details pertaining to the ongoing production of a Video Brief by way of a formal contract for the Commissioned Video (including location, timing, number of edits, talent, insurance, video specifications and all other deliverables) before proceeding. For the avoidance of doubt, Genero will not be a party to such agreement.

12.5.  Both the Filmmaker and Client agree to work together in good faith to complete the Commissioned Video.

12.6.  Whilst Genero will endeavour to help where it can, Genero does not and will not mitigate or arbitrate in the case of any dispute between any Filmmaker and Client.

12.7.  The Filmmaker hereby acknowledges, warrants and represents that:

(a)       by submitting a Treatment you will complete and deliver the Commissioned Video in accordance with the Treatment and Client’s requirements, specifications and to the Client’s satisfaction;

(b)       the Filmmaker, Performers and Contributors (including director, producer and team members) named in the Treatment or any communication that forms part of your response, are the persons that shall be used, unless otherwise agreed with Client; and

(c)       Release Form requirements as per these Terms and any other release form requirements of the Client will be met prior to or upon delivery of the Commissioned Video.

12.8.  The Client hereby acknowledges, warrants and represents that:

(a)       it has the ability and funds to pay the Payment, Genero Fee and Applicable Taxes to Genero when creating a Video Brief and Video Project;

(b)       it will have no right, title, licence or interest in any Content other than a Client Selection where Payment has been made;

(c)       it is responsible for requesting and obtaining properly completed Release Forms from the Filmmaker or from the Filmmaker via Genero and to satisfy itself with its contents (including its completeness and adequacy);

(d)       it will not decide or announce a Client Selection until the Closing Time and Date published on the Client Page has passed;

(e)       reference checks, and any due diligence pertaining to the Filmmaker have been undertaken by the Client prior to Client Selection;

(f)        the Client Page will not be substantially modified after the date of launch;

(g)       the Video Brief describes the video requirements as accurately as possible and in enough detail so the Filmmaker can determine if the Payment will be sufficient;

(h)       the Video Brief will not be substantially modified, once agreement with the Filmmaker has been reached, unless the Filmmaker agrees to such modifications; and

(i)         all Submissions and other communication and responses, including emails in relation to a Video Project or Video Brief are confidential, and may only be shared within the Client’s team.

12.9.  Genero and the Client have the right to:

(a)       select any Filmmaker and their Video and/or Treatment as a Client Selection;

(b)       reverse a Client Selection and/or remove a Submission if the Filmmaker has not complied with these Terms;

(c)       reverse a Client Selection and/or remove a Submission if such Submission collects views, comments, votes or any other activity using automated tools or disposable email addresses, or any similar method;

(d)       supplement a Client Selection with any other Submission if a Submission is no longer deemed eligible for Client Selection; and

(e)       have early access to purchase additional Submission(s), only if and after all Client Selections have been determined but before such Submissions are available on the Video Store, for a Payment specified on the Client Page plus the Genero Fee and any Applicable Taxes (“Additional Video”). Upon Payment, each Additional Video will be deemed a Client Selection.

12.10.   Genero will attempt to make contact with Filmmakers of a Client Selection via email using the details provided in the Filmmaker’s Account. The Filmmaker must respond to Genero’s contact attempts within 48 hours of notification. Genero accepts no responsibility for being unable to reach the Filmmaker if these attempts are unsuccessful, and reserves the right to withdraw or disqualify such Submission. Filmmakers are strongly encouraged to supply secondary contact details/methods to ensure Genero is able to make contact within 48 hours.

13. Terms relating to the Genero Video Store

13.1.  In the event that a Filmmaker’s Submission is not a Client Selection, such Submission will automatically be made available in the Video Store after the Client Selection has been announced.

13.2.  The User hereby acknowledges, warrants and represents that:

(a)       the User will not complete, or attempt to complete any commercial transaction between Users outside of the Video Store, including the offer or supply of Video from the Video Store or any other User creative content, current or historical, made through the Genero Services; and

(b)       access to the Video Store is intended solely for viewing and/or purchasing Videos from the Video Store in accordance with these Terms, and that any and all Videos from the Video Store or other information stored in or published on the Video Store and may not be downloaded (unless explicitly allowed for under these Terms), copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licenced, or otherwise exploited for any other purposes whatsoever without the prior written consent of Genero.

13.3.  The Filmmaker shall make Videos available on the Video Store pursuant to these Terms, any Additional Terms, and any other rules and guidelines mandated and published by Genero from time to time.

13.4.   The Filmmaker is solely responsible for any and all content included in their Video, and for removing any and all Assets from the Video before it is sold, re-edited and transferred to a Client or otherwise used outside the Video Store in any way.

13.5.  The Filmmaker represents and warrants that after any and all Assets have been removed from the Video, the Video will not contain content that violates the rights of any third-party, including any third party copyright, trademark, or patent, or a person’s right of privacy/publicity, or other personal or proprietary rights of any third party, and that the Filmmaker has all necessary rights and permissions from any Contributors and/or Performers (and can provide the Client with all Release Forms) in order for the Filmmaker to grant the rights to Genero and the Client as contemplated hereunder.

13.6.  The Filmmaker shall have the right to specify:

(a)       the Payment (the calculation of which must include Genero’s Fee and Applicable Taxes) it would like to sell the Video for; and

(b)       any Additional Terms.

13.7.  The Payment (the calculation of which must include Genero’s Fee and Applicable Taxes) and Additional Terms may be changed by the Filmmaker at any time prior to a valid offer being accepted in the Video Store. The Additional Terms may include the following:

(a)       the permissible uses of the Video, including territory of use, and/or restrictions on usage set by the Filmmaker; and

(b)       any other special conditions required by the Filmmaker.

13.8.  The Client may offer to purchase a Video by issuing a proposal through the Website to the Filmmaker for the use of the Video. The proposal may include, but need not be limited to, the following:

(a)       a proposed sale amount which might differ from the Filmmaker’s Payment;

(b)       the proposed uses of the Video, including territory;

(c)       the deadline for the satisfactory completion and delivery of the Video;

(d)       whether the Client requires the proposal to be treated as confidential by the Filmmaker; and

(e)       any other special conditions required by Client, such as exclusivity or specific limitations on re-use of the Video.

13.9.  The Filmmaker shall have the option to accept or decline the Client’s proposal. In the alternative, the Filmmaker may issue new Additional Terms under which the Video may be purchased.

13.10.   If the Filmmaker accepts the Client’s proposal, each party will be asked to agree to the terms of a Video Store Agreement, entered into between the Filmmaker and the Client, and which shall include the following:

(a)       the agreed Payment (the calculation of which must include Genero’s Fee and Applicable Taxes);

(b)       the Client’s creative requirements and details;

(c)       the proposed usage, exclusivity, etc;

(d)       confidentiality provisions; and

(e)       other conditions required before a Video is purchased.

13.11.   Until such time as an agreement is executed by the Filmmaker and Client pursuant to the immediately preceding clause, the Filmmaker shall grant to the Client a licence in accordance with the terms of the Standard Licence Terms, upon payment of the Payment (excluding Genero Fee and Applicable Taxes) to the Filmmaker.

13.12.   The Filmmaker and the Client understand and agree that the Video Store Agreement shall be deemed to have been entered into as between only the Client and the Filmmaker and shall be separate from these Terms. Each of the Filmmaker and the Client acknowledges and agrees to be bound by the terms of the Video Store Agreement, into which they have been entered, including to the terms as to usage and other special conditions to which both the Filmmaker and the Client have agreed.

13.13.   Unless otherwise separately agreed to in writing by Genero, Genero is not and will not be a party to the Video Store Agreement between the Client and the Filmmaker and shall bear no liability whatsoever to either the Filmmaker or the Client in relation to any aspect of the sale of the Video.

13.14.    Both the Filmmaker and the Client are obliged to work together in good faith to complete the Video for use by the Client.

13.15.   Under no circumstances will any Client or Filmmaker seek to make any direct approach to one another outside of the Video Store with respect to the Video or other similar video, for the purposes of avoiding operation of these Terms or payment of the Genero Fee. This provision shall not prevent a Client and Filmmaker from directly communicating for the purposes of finalising any sale initiated through the Video Store.

14. Terms relating to Payments

14.1.   The Payment, will be paid:

(a)       in relation to Video Projects, to the Filmmaker of the Client Selection upon delivery of Client Selection, to the full satisfaction of the Client;

(b)       in relation to Video Briefs, to the Filmmaker of the Client Selection upon delivery of Commissioned Video, to the full satisfaction of the Client; or

(c)       in relation to the Video Store, within a period of 30 days after the Client marks the transaction as “complete”, Genero will pay the Filmmaker the Payment less the Genero Fee and Applicable Taxes.

14.2.   The Client and the Filmmaker acknowledge, confirm and agree that:

(a)       The Client shall pay the Payment, Genero Fee and Applicable Taxes to Genero via the payment terms and method designated by Genero;

(b)       Genero shall be entitled to deduct and retain the Genero Fee and Applicable Taxes from any amount received by Genero for the Genero Services;

(c)       Genero is not responsible for and disclaims any responsibility for the Filmmaker’s delivery or non-delivery of the Video in accordance with the Client Selection; and

(d)       Without limiting clause 14.2(b) above, in the event that the Filmmaker fails to deliver the Video to the Client’s satisfaction, and the Filmmaker fails to cure, then the Payment will be refunded to the Client via a payment method designated by Genero at its sole discretion and the Filmmaker shall not be entitled to the Payment. For the avoidance of doubt, Genero shall be entitled to deduct and retain the Genero Fee and Applicable Taxes from any amount received by Genero for the Genero Services.

14.3.   The Genero Fee shall not be refundable or returnable for any reason whatsoever.

14.4.   Unless stated otherwise, Genero will pay Payments to your nominated PayPal or Payoneer account or via an alternate method, at its complete discretion. 

14.5.   Payments which are not wholly comprised of cash (“Non-cash Payments”) offered under a Video Project and/or Video Brief are not transferable, exchangeable or redeemable for cash. Non-cash Payments are as expressly described on the relevant Client Page and anything not expressly described is excluded and does not form part of the Payment.

14.6.   Genero may charge you applicable postage, currency exchange, bank fees, handling and transfer fees to deliver Payments (including all transfer fees or charges for cash Payments) to you.

14.7.   Genero may substitute the Payment (determined at Genero’s sole discretion) for other consideration of similar value in lieu of what you may have received.

14.8.   You acknowledge, confirm and agree that Genero may, in its sole and absolute discretion, increase, decrease, modify, alter, introduce or remove any fee charged by Genero, either permanently or temporarily.

15. Disclaimer Of Warranty And Limitation Of Liability

15.1.  Warranty disclaimer. The Genero services are provided "as is", without any warranty of any kind. Genero expressly disclaims all implied warranties to the maximum extent allowed by law, whether express, implied, or statutory regarding or relating to the product, documentation, or any materials furnished or provided to you under these terms. To the maximum extent allowed by law, Genero specifically disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the foregoing.

15.2.  Limitation of liability; sole and exclusive remedy. To the maximum extent permitted by law, Genero, affiliates, parent companies, subsidiaries, officers, directors, employees, agents, network service providers, business partners, licensees and licensors (collectively, the "related parties") disclaim all liability, whether based in contract, tort (including negligence), strict liability or otherwise, and further disclaims all losses, including without limitation direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the site, the software and/or service, even if Genero and/or related parties have been advised of the possibility of such damages. Without limiting the foregoing, in no case shall the liability of Genero or any of the related parties exceed the greater of $50 or the total Genero Fees paid by you to Genero in the six (6) months prior to the time the cause of action giving rise to liability arose.

15.3.  Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Genero and its affiliates shall be limited to the fullest extent permitted by law.

16. Indemnification

16.1.  You agree to indemnify, hold harmless and defend Genero and the Related Parties at your expense, against any and all claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable solicitors' fees and other dispute resolution expenses) incurred by Genero arising out of or relating to:

(a)       your violation or breach of any term of these Terms or any policy or guidelines referenced herein;

(b)       your use or misuse of or participation in the Genero Services;

(c)       any purchase related to any Genero Services;

(d)       submission of any and all Content;

(e)       any Content submitted by User which is incorrect or in any way misleading; and

(f)        any aspect of the Genero Services that does not function as intended for any reason beyond the reasonable control of Genero and particularly in connection with: service interruptions caused by an internet service provider; an internet connection; any fault or deficiency in computer hardware or software; any fault or deficiency in audio/visual hardware; any fault or deficiency in website code.

16.2.  Genero expressly disclaims any responsibility for the Content displayed on the Website or made available as part of any Genero Services, and by using the Website or any Genero Services, Users agree that Genero and/or the Related Parties shall have no responsibility for any Content that infringes the copyright or other intellectual property rights of any third party or for any Content that is deemed to be offensive, discriminatory or misleading to Users in any way whatsoever.

16.3.  You hereby irrevocably waive any right to seek or obtain an injunction, rescission or termination of these Terms, or any rights hereunder.

16.4.   Should Genero in its sole discretion, determine that User has breached these Terms, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.

17. Change to Services

17.1.  Genero reserve the right to discontinue or remove any part, Content, or functionality of the Genero Services at any time and without notice.

17.2.  Genero reserves the right to alter, modify, add to or change in any way, any provision of these Terms and may, in its absolute discretion, limit or expand the Genero Services without giving prior notice to User.

18. Copyright Infringement - Take Down Procedures

18.1.  If you believe that any materials on the Genero Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorised representative, and must: (a) identify the allegedly infringing materials; (b) indicate where on the Website the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner or are authorised to act on the owner's behalf. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send to Genero a counter-notice in accordance with Genero’s requirements. Our contact for copyright issues relating to this Website (including the notices and counter-notices) is dmca@genero.tv. Please note that there are penalties for false claims under The United States Digital Millennium Copyright Act of 1998.

19. Assignment

19.1.  Genero may transfer, assign, novate or otherwise deal with any of its rights under these Terms to another party without notice to you.

19.2.  You are not permitted to assign any part of these Terms without Genero’s prior written consent.

20.       Governing Law and Jurisdiction

20.1.  These Terms and use of the Website and Genero Services are governed by the laws of Victoria, Australia. 

20.2.  By accessing or using the Website or Genero Services, the User submits to the exclusive jurisdiction of the Victorian Courts in Australia for any dispute that relates to the Website, Genero Services, or these Terms.

20.3.  Users are solely responsible for compliance with any applicable laws of the country from which they access the Website or Genero Services.

Last Updated 19^th November 2014.
© 2014 Genero, all rights reserved.