Eyelet’s Terms and Conditions – Supplier Portal
These terms and conditions, along with all the policies mentioned herein,
constitute a contract (hereinafter, jointly referred to as the “Agreement”)
between you and/or your company (hereinafter, “You”) and Eyelet Media Pty
Ltd., with offices at level 2 23-25 O'Connell Street, Sydney, Australia,
2000 (hereinafter, “Eyelet”). If representing a company, You represent and
warrant that You have the legal power and authority to enter into this
Agreement and to legally bind such company. AFTER CAREFULLY READING THIS
AGREEMENT, TO CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE, SIGN BELOW. IF YOU
DO NOT AGREE TO ANY OF THESE TERMS OR POLICIES, PLEASE DO NOT SIGN BELOW.
A. INTRODUCTION
1. This Agreement governs your use of Eyelet’s website https://www.eyelet.org (hereinafter
the “Website”) and any of the services provided to You by Eyelet on, from
or through the Website (“Services”). If applicable, this Agreement replaces
previous documents, agreements or versions of this Agreement you may have
signed or accepted. It is hereby agreed by You that Eyelet reserves the
right to make changes, modifications, reductions in functionality and/or
enhancements to the Website at any time. Upon implementation of such
changes, You will be duly notified via e-mail and/or push notifications and
therefore You will be able to accept and agree with new terms and
conditions or delete your account and any and all Content, Data and
information You uploaded into Eyelet’s Website, except as specified herein.
2. In order to use such Website and/or Services, You need compatible
hardware, software and Internet access (third party fees may apply). The
Website and/or Services’ performance may be affected by these factors.
B. YOUR ACCOUNT. GENERAL REVIEW OF EYELET’S SERVICES.
1. This Agreement applies to all users of the Website which are audiovisual
content licensees, sub-licensees, sales agents or distributors, or
audiovisual content producers that act as distributors or sales agents
(each of them hereinafter a “Supplier” or, jointly, “Suppliers"). For all
purposes, audiovisual content (such as films, audiovisual series,
audiovisual shows, concerts, clips or the like) or any related information
therewith shall be jointly referred to as “Content”.
2. In order to access the Website and/or the Services, You shall register
and create an Eyelet’s user account, entering your e-mail address, a secure
password, and providing further information, including but not limited to
your name, phone number and full address. You hereby declare that all Data
provided to Eyelet (as defined below) is true and authentic, including your
personal Data. You will be solely responsible for providing false,
inaccurate, incomplete, or obsolete Data. You may never use third parties’
accounts without permission. You are and will be solely responsible and
liable for the activity that occurs on your account and shall take all
necessary security measures to protect your password and its
confidentiality. Eyelet is not and will not be responsible or liable for
any losses You may suffer arising from the unauthorized use of your user
account. You must notify Eyelet immediately in case You suspect a breach of
security or unauthorized use of your account, Data, username or password,
by sending an e-mail to support@eyelet.org. Although Eyelet
will not be liable for your losses caused by any unauthorized use of your
account, You may be liable for the losses of Eyelet or others due as a
consequence of such unauthorized use.
3. Upon successful conclusion of the registration process, You shall be
able to access the “Supplier Portal” within the Website ( https://www.eyelet.org) and upload a
spreadsheet (hereinafter, the “Spreadsheet”) detailing the Content You
currently own, administrate and/or represent for sales purposes
(hereinafter, the “Catalog”). Such Spreadsheet shall contain full details
of each title included in your Catalog and will require different
information depending on whether You are acting as a sales agent or a
distributor, namely, film title, film ID (whatever ID system you use),
Internet Movie Database or The Movie Database (IMDB or TMDB) URL, license
end dates, distributor company name, authorized territory(s), distributor
contact name, distributor contact e-mail, distributor phone(s), producer
contact name, producer contact e-mail, producer contact phone, holdbacks by
producers, holdbacks by You, sales agent name, sales agent contact name,
sales agent contact e-mail, sales agent phone(s), etc. In all cases, You
shall specify in the Spreadsheet and/or the Supplier Portal the territories
where You or third parties authorized by You are allowed to offer,
digitally distribute and commercialize each title of your Catalog, the
applicable time restrictions in each case and whether You are an exclusive
sales agent or distributor of such Content within certain territories. Any
other limitations applicable to such Content will also have to be
specified. You will be able to create the Spreadsheet from third parties’
rights management databases or software (including but not limited to
MacCS, Navision, Media Rights, Film Tracks, Rightsline, Comet and/or
Counterpoint Suite) or manually create a Spreadsheet using Eyelet’s
template, which will be available for download at the Website.
4. After the Spreadsheet is uploaded, You will be enabled to upload
materials related to such Catalog onto the Website such as Content masters,
subtitles and dubs (hereinafter, the “Assets”), as well as trailers. Such
upload shall be done via Eyelet’s web uploader which can be accessed in the
Supplier Portal or via Amazon Snowball, taking into consideration the
allowed file types in each case. If You cannot upload Assets as specified,
please contact Eyelet at support@eyelet.org. The upload of
the Spreadsheet and/or Assets will be secured by HTTPS protocols. If You
are acting as a distributor, the corresponding sales agent (or any other
Supplier with world-rights to your Assets) will be responsible to verify
and enable your licenses and Assets rights on the Website before the
Website allows You to proceed as indicated in item B5 or Section C of this
Agreement. If You are acting as a sales agent (or a distributor whose sales
agent did not verify your licenses and Assets rights on the Website), You
are able to submit documentation for Eyelet’s verification via a link
available in the “Assets” section of the Supplier Portal or by email to
support@eyelet.org, in order to prove You count on the necessary licenses
and Assets rights to proceed as indicated in item B5 or Section C of this
Agreement. The Website will not enable You to proceed as indicated in item
B5 or Section C of this Agreement unless your rights are verified and
confirmed either by the corresponding sales agent (or any other Supplier
with world-rights to your Assets) or the documentation submitted for
Eyelet’s verification, as applicable. IMPORTANT: UNLESS SPECIFIED BY YOU IN
THE SUPPLIER PORTAL, ASSETS WILL BE DEEMED TO BE APPROVED AND AVAILABLE FOR
GLOBAL COMMERCIAL EXPLOITATION. IF YOU DO NOT WISH TO ENABLE YOUR ASSETS
FOR GLOBAL SALES, PLEASE CONFIGURE MASTER AND/OR ASSETS INFORMATION
ACCORDINGLY IN THE SUPPLIER PORTAL. Upon previous agreement between
Suppliers and Eyelet, Eyelet may pay the Supplier's posthouse for the
transfer of the Assets and masters, and periodically deduct this cost from
Suppliers net revenue prior distributing fees as specified in Section 5,
providing proof of the receipt of payment to Supplier if requested.
5. After You upload your Assets, You will be able to navigate within
Eyelet’s Website and use (or not use) any and all available functions and
features, including but not limited to those that allow You to grant a
non-exclusive authorization to third-party websites or platforms that also
use Eyelet’s Website or Services (hereinafter, “Publishers”), to offer,
digitally distribute, sell or rent your Assets to their end users by using
Eyelet’s embeddable player, in a non-exclusive basis, outside of Eyelet’s
Website, in consideration of the payment of prices of your choosing and in
exchange for a percentage of such sales or rentals which will vary
depending on the case. For more information, please refer to Section C of
this Agreement.
6. You will be solely responsible for the information, Content and/or
Assets you upload on the Website, and for authorizing Publishers to use and
share such information, or offer, digitally distribute and/or commercialize
your Assets to their end users, outside of Eyelet’s Website. If you cannot
or do not wish to publish, offer, digitally distribute, commercialize or
allow others to offer, digitally distribute or commercialize the Assets you
uploaded, or if You only wish to do so within limited territories and/or
timeframes, You shall configure, change or modify your settings accordingly
in the Supplier Portal. You may withdraw your Contents and/or Assets from
the Website at any time, as well as any other information you may have
uploaded, except for those cases in which end users have already bought or
rented your Assets for several streams. In such case, Assets shall remain
available in the Publisher’s website for such end user until the number of
streams has been reached. You may also withdraw authorizations to
Publishers to use such information and/or offer, digitally distribute
and/or commercialize your Assets in their platforms at any time, except for
those cases in which Publisher’s end users have already bought or rented
your Assets for several streams. In such case, Assets shall remain
available in the Publisher’s website for such end user until the number of
streams acquired has been reached.
C. COMMERCIALIZATION OF YOUR ASSETS IN PUBLISHER’S PLATFORMS. STATISTIC
REPORTS. DISTRIBUTION OF NET INCOMES. SALES’ STATEMENTS. TAXES. AUDITS.
1. The Supplier Portal will operate as a rights management portal. Upon
successful upload of your Assets, You will have the option to authorize
web-based Publishers, on a non-exclusive basis, to non-exclusively offer,
digitally distribute, sale or rent such Assets in their platforms to their
end users by using Eyelet’s embeddable player, in consideration of the
payment of prices of your choosing, in exchange of a percentage of such
sales or rentals which will vary depending on the case. Publishers will
only be entitled to offer, digitally distribute, sale or rent such Assets
in their platforms or website by using Eyelet’s embeddable player. Such
distribution, sales or rentals shall always take place respecting
limitations You indicated in the Spreadsheet and your desired configuration
at the Supplier Portal. You will be able to set the prices (which may be
converted to the official exchange rate of local currencies, depending on
the territories where Publisher’s end users buy or sell Assets), as well as
conditions for Publishers to digitally distribute and commercialize or rent
each of the Assets of your Catalog in authorized territories and
timeframes, setting further limitations, included but not limited to
maximum days of rental or amount of views permitted. Authorizations You may
have granted to Publishers to offer, digitally distribute, sell or rent
Assets may be withdrawn at any time, with exception of those cases
specified in Section B 6. You may also withdraw Assets from the Website, at
any time, except for those cases specified in Section B 6.
2. You hereby authorize Eyelet to create, insert and distribute, at its
sole discretion, closed captions and audio descriptions for the Assets You
may upload on the Website in any language, as well as dubbed language
tracks and subtitles in any language for all those titles in your Catalog
without any. Sales Agents will have the right to approve closed captions,
audio descriptions, subtitles or dubs created by Eyelet prior their
inclusion in titles of your Catalog. At the same time, You hereby authorize
Publishers to offer and distribute any such creations in Assets that are
sold or rented to end users.
3. For the purposes indicated in Item C.1. above, Publishers will use
Eyelet’s embeddable media player in their websites, which uses DRM
technology to secure Assets during delivery to Publisher’s end users
(Widevine, Fairplay or PlayReady, depending on the device end users use to
buy or rent the Assets). For the purposes indicated in Item C.1. above, a
sales and rentals collection gateway will be used and provided by a third
party payment processing system such as Stripe, Inc., an American company
with principal offices at 510 Townsend Street, San Francisco, CA 94103,
U.S.A. (hereinafter, “Stripe”), as enabled by Eyelet. Stripe will be the
appointed intermediary between Publishers and their end users to securely
collect credit/debit card information and create a credit/debit card
payment for each sale or rental, protecting the end user’s debit/credit
card data and hence preventing card fraud. All of Publisher’s end users
will only be able to buy or rent Assets within Publisher’s websites by
using Eyelet’s embeddable player, Stripe’s payment platform and a debit
card or a credit card or, if enabled, Eyelet’s pre-paid tokens to be traded
in Publisher’s websites Assets purchases or rentals. For more information
regarding Stripe’s services, please, visit https://stripe.com. Upon confirmation of
payment, Eyelet’s embeddable player in Publisher’s platform shall stream
the selected Assets end users paid for. By using Eyelet’s embeddable
player, Publishers will inform Eyelet of the transaction for purposes of
collecting and distributing fees, as well as elaborating sales and rental
reports and statistics.
4. The Supplier Portal will also offer You an option to obtain different
statistics and revenue reports in the section “My insights”, in exchange
for different variable commissions to be specified in the Supplier Portal.
The type of insight packs will be described at the Supplier Portal. You
shall agree with and accept specific terms and conditions in order to
access these insight packs.
5. Net incomes derived from sales or rentals of your Assets in Publisher’s
websites will be distributed as follows:
5.1. Suppliers (including You):
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Suppliers will receive 58% (fifty-eight per cent) of net sales and
rentals of Assets in their controlled territories.
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If Suppliers upload Content masters that can be sold and rented
outside of their controlled territories, Suppliers will receive an
additional 2% (two per cent) of net sales and rentals of such
Assets outside of their controlled territories.
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If Suppliers upload Content subtitles or dubs, Suppliers will
receive an additional 2% (two per cent) of net sales and rentals in
which end users stream such subtitles or dubs for over 50% (fifty
per cent) of the duration of the Content involved.
5.2. Publishers:
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Publishers will receive 21% (twenty-one per cent) of net sales and
rentals of Assets in their portals.
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If Suppliers upload Content subtitles or dubs, 2% (two per cent) of
net sales and rentals in which end users stream such subtitles or
dubs for over 50% (fifty per cent) of the duration of the Content
involved will be deducted from the amounts indicated in Item
C.5.2.a.
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If Eyelet uploads Content subtitles or dubs and these are approved
by the applicable sales agent, 2% (two per cent) of net sales and
rentals in which end users stream such subtitles or dubs for over
50% (fifty per cent) of the duration of the Content involved will
be deducted from the amounts indicated in Item C.5.2.a.
5.3. Eyelet:
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Eyelet will receive a 21% (twenty-one per cent) service fee over
net sales and rentals of Assets resulting of the use of Eyelet’s
Services.
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If Suppliers upload Content masters that can be sold and rented
outside of their controlled territories, 2% (two per cent) of net
sales and rentals of such Content masters outside of their
controlled territories will be deducted from the amounts indicated
in Item C.5.3.a.
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If Eyelet uploads Content subtitles or dubs and these are approved
by the applicable sales agent, an additional 2% (two per cent) of
net sales and rentals in which end users stream such subtitles or
dubs for over 50% (fifty per cent) of the duration of the Content
involved will be added to those amounts indicated in Item C.5.3.a.
6. A statement containing a detail of sales, rentals and amounts collected
in each case will be available for You within the Supplier Portal, as per
information received from a third party payment processing system such as
Stripe and Publishers, every six (6) months. In case You detect
discrepancies or errors in such statement, You will count on fifteen (15)
consecutive days after such statement was made available to You to contact
Eyelet’s support team at support@eyelet.org and make a
claim. Except as otherwise stated in this Agreement, every six (6) months
after commencement of commercialization of Assets, all amounts collected
via Stripe will be distributed by Eyelet to Suppliers and Publishers as
indicated in Item C.5 above, after deducting applicable third-party
delivery costs (like streaming and payment processing costs) and applicable
sales taxes. Eyelet may withhold payment until You have reached the minimum
threshold of USD 50 (Fifty American dollars) in accrued amounts as set
forth on the Supplier Portal. Eyelet reserves the right to request an
invoice from You prior payment. IN ORDER TO COLLECT AND RECEIVE AMOUNTS
CORRESPONDING TO YOU, YOU SHALL HAVE UPLOADED YOUR BANK ACCOUNT DETAILS ON
THE WEBSITE. EYELET WILL NOT BE RESPONSIBLE FOR ANY PAYMENTS TO YOU IF YOU
DO NOT UPLOAD YOUR FULL BANK ACCOUNT DETAILS AND INFORMATION ONTO EYELET’S
WEBSITE, OR IF THE BANK ACCOUNT DETAILS AND INFORMATION YOU UPLOADED ARE
INCOMPLETE OR INCORRECT. If overpayments are detected, Eyelet shall have
the right to deduct the amount of such overpayment from subsequent
payments, if applicable. If underpayments are detected, Eyelet shall pay
the amount owed to You on the following semester, with no additions or
interest of any kind.
7. End users may have to pay applicable taxes in their territories when
buying or renting Assets as indicated in this Agreement. Eyelet will not be
required to pay any taxes imposed on or measured by any Suppliers’ net
income, net profits, income, profits, revenues, gross receipts, franchise,
doing business, capital, intangible, value added (other than value added
tax in the nature of sales or use or similar taxes), net worth, all real
property and ad valorem taxes imposed by any governmental authority on the
fees payable to You or Suppliers under this Agreement, or similar taxes or
taxes in lieu thereof, whether collected by withholding or otherwise.
Except as specified in this Section, each party, Eyelet, You, Publishers,
their end users and other Suppliers, will be responsible for their own
taxes as levied by the applicable taxing authorities. Throughout the term
of this Agreement, You will provide Eyelet with any forms, documents or
other certifications as may be required by Eyelet to satisfy any
information reporting or withholding tax obligations with respect to any
payments under this Agreement.
8. You may, at your own expense, but not more than one (1) time each year,
audit Eyelet’s records solely to the extent related directly to your Assets
and your payments. Any such audit shall occur at Eyelet’s offices for the
purpose of verifying the accuracy of payments informed and made to You. For
avoidance of doubt, You will not be permitted access to any of Eyelet’s
records unrelated to You, included but not limited to records related to
third party Assets, other Suppliers and/or unrelated Publishers, or other
businesses of Eyelet’s. Any such audit shall be conducted only by a
certified public accountant during normal business hours, and upon prior
written notice at least thirty (30) consecutive days in advanced. Such
audit shall not continue for more than thirty (30) consecutive days. You
shall not have the right to examine, inquire into or object to any matter
contained in any statement after the expiration of twelve (12) months from
the date it was made available to You. In the event that an audit discloses
an underpayment to You, Eyelet shall pay the amount owed on the following
semester, with no additions or interest of any kind. If such amount
represents more than USD 10,000 (ten thousand American dollars), Eyelet
shall reimburse You for the reasonable costs of such audit. Otherwise,
audit expenses and costs shall be supported only by You.
9. It is hereby agreed by You that Eyelet reserves the right to make
changes and/or modifications to those amounts and percentages indicated in
Item C.5 of this Agreement, at any time. Upon implementation of such
changes, You will be duly notified via e-mail and/or push notifications and
therefore You will be able to accept and agree with new terms and
conditions to continue using Eyelet’s Website and Services. If you do not
agree with such newer fees, terms and conditions, you can discontinue your
use of Eyelet’s Website and Services, withdraw your Contents and/or Assets
from the Website (except as specified in Section B6), withdraw
authorizations to Publishers to offer, digitally distribute and/or
commercialize your Content and/or Assets in their platforms (except as
specified in Section B6), or delete your account, at any time.
D. GENERAL USAGE RULES
1. Your use of the Services, the Website and content therein must follow
the rules set forth in this section (hereinafter, “Usage Rules”). Any other
use of the Services, the Website and contents therein shall constitute a
material breach of this Agreement by You. To ensure that You are following
these Usage Rules and all other use guidelines set forth in this Agreement,
Eyelet may (but will not be obliged to) monitor your use of the Services,
the Website and its content.
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You may use the Services, the Website and the contents therein only
as permitted by this Agreement.
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By using the Services, the Website and the contents therein, Eyelet
will not grant or transfer any rights to You.
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You may not sell access to the Website and/or Services.
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You may not sell advertising, sponsorship or promotions on or
within the Website and/or the Services and/or on the Content and/or
on the Assets.
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You may not to alter or modify any part of the Website and/or
Services and/or contents therein.
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Your use of the Services, the Website and Content/Assets as
uploaded will not constitute a waiver of any rights of the
Content/Asset’s copyright owners.
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You may not disable, tamper with or circumvent any measures or
security technology included in the Website or the Services. You
may not remove, alter, deactivate, degrade or thwart any of the
Content/Assets protections while using the Website/Services, nor
use any technology or technique to obscure or disguise your
location
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You may not use any scraper, robot, spider, or other automated
means to access the Website/Services, or to decompile, disassemble
or reverse engineer any content, information or materials
accessible through the Website/Services.
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You shall never copy Content and/or Assets uploaded on the Website.
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You shall have sufficient permission, rights or licenses to upload,
publish, use, make available to others, digitally distribute,
commercialize or allow others to digitally distribute or
commercialize any Content, Assets or other materials on the Website
and/or by using the Services, including but not limited to owner’s
licenses, as well as music and talent’s rights clearances.
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You may not use the Services or the Website to upload, publish,
use, make available to others, digitally distribute, offer and/or
commercialize, or allow others to digitally distribute, offer
and/or commercialize, any Content, Assets or other materials that
You do not have permission, right or license to upload, publish,
use, make available to others, commercialize or allow others to
commercialize.
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You may not use the Services or the Website to post objectionable,
offensive, unlawful, deceptive or harmful Content, Assets or
information;
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You may not use the Services or the Website to post personal,
private or confidential information belonging to others;
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You may not use the Services or the Website to request personal
information from a minor;
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You may not use the Services or the Website to impersonate or
misrepresent your affiliation with another company, person or
entity;
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You may not use the Services or the Website to post or transmit
spam, including but not limited to unsolicited or unauthorized
advertising, promotional materials, or informational announcements;
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You may not use the Services or the Website with the aim of
interrupting, destroying or limiting the functionality of any
computer hardware, software, telecommunication or equipment
associated with the Website or the Services, including any software
viruses or any other computer code, files or programs.
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You may not use the Services or the Website to plan or engage in
any illegal, fraudulent, or manipulative activity.
E. YOUR USE OF OUR WEBSITE. YOUR MATERIALS. LICENSES OF USE. THIRD-PARTY
WEBSITES.
1. You are and will be responsible and liable for all activity occurring
under your user account, for all the information uploaded in your user
account and shall not only comply with the Usage rules, but also with all
applicable laws and regulations in connection with your use of the Website
and/or Services, including but not limited to those related to copyrights,
Data privacy, international communications, transmission of technical
and/or or personal Data, etc.
2. The Website shall allow You to access, upload, publish, use and make
available to others certain information, such as information contained in
the Spreadsheet, contact information, trailers, comments, pictures, links
or the like (including but not limited to associated metadata and artwork),
and it shall also provide You with the technology to authorize Publishers
to offer, digitally distribute and commercialize Assets to users of their
own platforms, outside Eyelet’s Website (all the aforesaid materials
jointly hereinafter, the “Materials”). Your use of such features must
comply with the Usage Rules mentioned above.
3. You shall be solely responsible for the Materials You post, submit,
upload, publish, import, use, make available or allow others to offer,
digitally distribute sell or rent while or by using Services, as
applicable, and the consequences doing so. You affirm, represent, and
warrant that You own or have the necessary licenses, rights, consents, and
permissions to post, submit, upload, publish, import, use, make available
or allow others to offer, digitally distribute, sell or rent any Materials
You post, submit, upload, publish, import, use, make available or allow
others to offer, digitally distribute, sell or rent while or by using the
Services, as applicable. You affirm, represent, and warrant that You own or
have the necessary licenses, rights, consents, and permissions to allow
Publishers to offer, digitally distribute, sell or rent your Assets in
their platforms by using the Services and the embeddable player. By using
the Services, You agree, to the maximum extent permitted by law, to
indemnify and hold Eyelet, its directors, officers, employees, affiliates,
agents, contractors, and licensors harmless with respect to any claims,
obligations, losses, liabilities, costs or debt, and expenses (including
but not limited to attorney's fees) arising out of your breach to this
clause or section of the Agreement. And You hereby grant a free,
non-exclusive license to Eyelet to use your Materials (including but not
limited all patents, trademarks, trade secrets, copyrights or other
proprietary rights in and to such Materials) in the Website and/or Services
pursuant to this Agreement, and for internal purposes, for marketing and
promotional purposes and for making such Materials available for other
users of the Website within the terms set herein.
4.You will retain all your rights in the Materials You may post, submit,
upload, publish, import, use, make available or allow others to offer,
digitally distribute, sell or rent while or by using the Services,
including but not limited to ownership rights and/or licenses. By
submitting and uploading Materials onto the Website, You hereby grant
Eyelet a non-exclusive, royalty-free, sublicensable and
transferable license to use, reproduce, distribute, prepare derivative
works of and display the Materials in connection with the Website, the
Services and Eyelet’s (and its successors' and affiliates') business, for
promoting and marketing of the Website and/or Service (and derivative works
thereof) to and with potential Suppliers or Publishers, in any media
formats and through any media channels, in perpetuity. FOR PURPOSES OF
CLARIFICATION, EYELET WILL NOT COMMERCIALIZE YOUR CONTENT AND/OR ASSETS TO
END AUDIENCES OR END USERS, NOR DECIDE WHICH CONTENT AND/OR ASSETS WILL BE
EVENTUALLY FOR SALE OR RENT, NOR DECIDE PRICES OF SALES OR RENTALS OF
CONTENTS AND/OR ASSETS. Eyelet will only provide the technology: (i) for
You to upload Assets and authorize Publishers to offer, digitally
distribute and commercialize your Assets to their end users, by using
Eyelet’s embeddable player and Stripe’s payment gateway and; (ii) for
Publishers to offer, digitally distribute and commercialize such Assets to
their end users in exchange of a price of your choosing, by using Eyelet’s
embeddable player and Stripe’s payment gateway; (iii) for Publishers’ end
users to buy or rent Assets in each Publisher’s website available in their
location, on a non-exclusive basis, by paying via Stripe a price of
Supplier’s choosing and by using Eyelet’s embeddable player. You hereby
authorize Eyelet to make your contact information, as well as Content
information you may have uploaded, available to other users of the Website
and/or the Services. By authorizing Publishers to offer, digitally
distribute, sell or rent your Assets in the Supplier Portal, You grant
Publishers a non-exclusive, royalty-free, non-transferable license to
offer, digitally distribute and commercialize your Assets to their end
users in their own platforms by using Eyelet’s embeddable player and
Stripe’s payment gateway, and to receive those fees indicated in Item C.5
in return for such service. Unless You select otherwise on the Supplier
Portal, the above licenses granted by You will terminate after You remove
or delete your Materials from the Website (except as specified in Section B
6) and/or cancel your registration in the Service or the Website. You
understand and agree, however, that Eyelet may retain, but not display,
distribute, or perform, server copies of your Materials that have been
removed or deleted.
5. You hereby agree end users will also be able to posts comments within
the Website and/or in social media referring to the Content and/or Assets
and/or the Website, as well as sharing links in social media to Publisher’s
websites where the Assets are available for rent or sale, including
watchlists, Eyelet does not endorse any Materials posted, submitted,
uploaded, published or imported on or in the Website and/or the Services by
any kind of user of the Website and/or the Services, or offered, digitally
distributed, commercialized, rented or sold by using the Services and/or
the Website, or any opinion, recommendation, or advice expressed therein.
Eyelet expressly disclaims any and all liability in connection with the
Materials.
6. Eyelet grants to You a non-transferable, non-exclusive license to use
the Website as permitted by the Usage Rules and this Agreement. The terms
of this Agreement will govern any Content, Assets, Materials, or services
accessible at or through the Website (unless Eyelet replaces or supplements
the Agreement, case in which the document that replaces or supplements the
Agreement shall prevail). Except as provided in the Usage Rules or any
other section of this Agreement, You may not distribute or make the Website
and/or Services and/or any parts or content thereof available to third
parties. You may not transfer, redistribute or sublicense this license to
use the Website and/or Services. You may not copy, reverse-engineer,
disassemble, attempt to derive the source code of, modify, or create
derivative works of the Website and/or the Services and/or any parts or
contents thereof or any updates.
7. The Website may contain links to third-party websites, including but not
limited to Publisher’s or Stripe’s websites or platforms, that are not
controlled or owned by Eyelet. Eyelet will not assume any responsibility
for such third-party websites, including their content, privacy policies,
data policies, or the like. Eyelet will not control such third-party
websites. You hereby release Eyelet from any and all liability that may
arise from your use or end users’ use of any third-party website. Eyelet is
not and will not be responsible or liable for third-party materials
included within or linked from the Website or Services.
F. INFRINGEMENT CLAIMS.
1. Eyelet does not permit nor condone copyright infringing activities and
infringement of intellectual property rights or any other type of rights on
the Website and/or as a result of your use of the Website and/or Services.
FOR RIGHTS ENFORCEMENT REASONS, ALL UPLOADED CONTACT DETAILS, INFORMATION
REGARDING CONTENT AND A PARTIAL REVIEW OF THE UPLOADED ASSETS SHALL BE MADE
AVAILABLE TO OTHER USERS OF THE WEBSITE AND/OR SERVICES, ESPECIALLY THOSE
WHO CLAIM TO HAVE RIGHTS OVER THE SAME CONTENT AND/OR ASSETS. If any such
users allege any other user of the Website (such as any Supplier) does not
count on sufficient rights to upload or use certain information, or upload,
offer, digitally distribute, commercialize or allow others to offer
digitally distribute, or commercialize certain Assets, they shall submit an
infringement claim (hereinafter, the “Infringement Claim”) via e-mail to support@eyelet.org. Such
Infringement Claim shall:
-
Identify the copyrighted works or any other rights claimed to have
been infringed.
-
Provide information reasonably sufficient to allow Eyelet to locate
Assets related to such claim.
-
Identify the allegedly infringing user of the Website and its
contact details.
-
Provide sufficient evidence of the claim and a statement of
good-faith belief that the use of the copyrighted work or rights
under analysis has not been authorized by the owner, its agent, or
the law.
-
Provide a statement that the information in the claim is accurate
to the best of the complaining party’s belief.
-
Provide a statement, under penalty of perjury, that the complaining
party is authorized to file the complaint or act on behalf of the
owner of the allegedly infringed rights.
2. Provided the notification complies with the requirements above, Eyelet
will immediately remove or disable access to the allegedly infringing
material. Following this, Eyelet shall take reasonable steps to promptly
notify the alleged infringer of the Infringement Claim and allow such
alleged infringer to submit a counterclaim within ten (10) working days
after such notification, submitting sufficient evidence to prove its
authorization to use the work or rights under analysis as originally
intended. Each of the parties of such Infringement Claim will be solely
responsible for the authenticity of the supporting documents submitted to
Eyelet. If no counterclaim is filed within the above indicated time period,
or if Eyelet considers the evidence submitted by each party is
contradictory, Eyelet will not reinstate the allegedly infringing material
on the Website nor allow access to it, unless both parties of such
Infringement Claim come to an agreement and provide evidence of such
agreement to Eyelet.
3. If a third party asserts that You did not have all rights required to
use the Assets as specified in this Agreement or if Eyelet determines that
You are or may be in breach of this Agreement, Eyelet may withhold all
amounts due to You pending resolution of the issue. In case of actual
infringement, Eyelet will not owe You any amounts in relation to the
infringing Assets or rights and may offset any of the amounts that were
previously paid against future amounts to be collected in your favor, or
require You to remit a refund to Eyelet. Eyelet may also withhold and
offset any sums You owe Eyelet against amounts that are payable to You.
G. DATA AND PRIVACY POLICY
1. You hereby agree and consent that by voluntarily submitting or uploading
information and/or Materials onto the Website (including but not limited to
personal data, technical data, Materials, location information, usage
and/or commercialization data and the like, hereinafter, the “Data”), You
authorize Eyelet to collect, process and use such Data for different
legitimate purposes related to Eyelet’s business activity, Website and/or
Services, including but not limited to customer support, provision of
contact details to other users of the Website and/or Services, elaboration
and provision of statistics to other users of the Website and/or the
Services in exchange for a service fee, improvement of Eyelet’s products or
services, provision of services or technologies, automatic profiling, to
keep business contacts, for marketing purposes, for ensuring Data security
and any other services provided by the Website or Eyelet within the terms
of this Agreement. YOU HEREBY CONSENT AND AGREE THAT BY USING THE WEBSITE
AND/OR THE SERVICES, SOME UPLOADED CONTACT DETAILS, INFORMATION REGARDING
CONTENT AND A PARTIAL REVIEW OF THE UPLOADED ASSETS SHALL ALSO BE MADE
AVAILABLE TO OTHER USERS OF THE WEBSITE AND/OR SERVICES (INCLUDING USAGE
AND/OR COMMERCIALIZATION DATA), ESPECIALLY THOSE WHO CLAIM TO HAVE RIGHTS
OVER THE SAME CONTENT AND/OR ASSETS, WHICH YOU DEEM APPROPRIATE, PERTINENT,
AND NON-EXCESSIVE CONSIDERING THE LEGITIMATE PURPOSES FOR WHICH THIS DATA
WAS COLLECTED AND PROCESSED. In connection with the conducted business
activity, in some cases Eyelet will also disclose Data to different third
parties, in particular, legal and accounting service providers, couriers
and transport companies, providers of IT systems and equipment, marketing
agencies, banks, payment processing platforms such as Stripe and/or public
entities. Data is also disclosed to entities related to Eyelet, including
companies being part of the Eyelet’s capital group. IF YOU DO NOT WISH TO
SHARE YOUR DATA AS NECESSARY FOR THE SERVICES TO OPERATE EFFECTIVELY,
PLEASE, ABSTAIN FROM ACCEPTING THIS AGREEMENT AND USING THE WEBSITE AND/OR
SERVICES.
2. Eyelet shall use reasonable efforts to secure and protect Data submitted
by You in the Website from uses other than those specified herein, but You
agree that your submission of such Data is voluntary and at your sole risk,
and You hereby release Eyelet from any and all responsibility for any loss
or liability relating to such Data in any way.
3. Cookies: it is hereby informed and agreed by You that the Website uses
technology to collect information about its use, to help us provide You
with a good experience, to provide certain Services within the Website and
to allow Eyelet to improve the Website and the Services. This means that
when You visit the Website, cookies or similar technologies will be placed
on your devices. Cookies might collect Data.
4. Personal Data: Eyelet hereby informs You that as the Owner of the
Website, it will act as the controller for the processing of personal Data
collected through the Website. Eyelet shall process Data (including
personal Data) in accordance to and with legal basis on the governing law
to this Agreement. Eyelet respects the applicable legislation regarding the
protection of personal Data, the privacy of users, and the security of
personal Data, adopting reasonable technical and organizational measures to
prevent the loss, misuse, alteration, unauthorized access, and theft of the
personal Data provided, taking into account the technological state, the
nature of the personal Data, the purposes for which the Data was collected
and processed, and the risks to which it is exposed. Personal Data
collected as a result of this Agreement will be stored from the moment of
collecting and protected via encryption. In the case of personal Data
processing for those legitimate purposes mentioned above, the personal Data
shall be kept for no longer than five (5) years from the date of
termination of this Agreement or until a reasonable objection is raised. In
the case of personal Data collection on the basis of consent, such personal
Data will be stored until the consent is revoked. The period of personal
Data processing and storage may be extended when the processing is
necessary to establish, assert or defend Eyelet against a possible claim,
and after that period only if required by law and to the extent required by
law. You shall always have the right to contact Eyelet in order to access
your personal Data, request a rectification of your personal Data, erase
your personal Data, limit your personal Data processing, object to your
personal Data processing, prevent the transfer of your personal Data, or
withdraw your consent at any time (if the processing is carried out on that
basis, without prejudice to the lawfulness of processing carried out on the
basis of the consent before its withdrawal).
5. For any matters concerning Data or personal Data protection, You may
contact Eyelet at support@eyelet.org. You may also
contact or file complaints before the applicable Data Protection Officer in
accordance to the governing law of this agreement, namely, the Office of
the Australian Information Commissioner, phone no. (+61)1300 363 992,
E-mail enquiries@oaic.gov.au.
H. INTELLECTUAL PROPERTY.
1. You agree that the Website, any of Eyelet’s content therein and the
Services, including but not limited to Eyelet’s graphics, user interface,
audio clips, video clips, technologies, editorial content, embeddable
player and the scripts and software used or implemented in the Website
and/or Services, are owned by or licensed to Eyelet and/or its licensors,
and are protected by applicable intellectual property regulations and other
laws, including but not limited to copyright, trademark and patent laws.
You agree that You will not use such proprietary information or materials
in any way whatsoever except for use of the Website in compliance with this
Agreement. No portion of the Website and/or Services may be reproduced by
You in any form or by any means, except as expressly permitted by this
Agreement. You agree not to modify, rent, loan, sell, or distribute the
Website and/or Services and/or the license of use granted herein in any
manner, and You shall not exploit the Website and/or Services and/or the
license of use granted herein in any manner not expressly authorized by
Eyelet.
2. The Eyelet name, logo and other trademarks, service marks, graphics,
designs, works and logos used in connection with the Website and/or
Services are designs, works, trademarks or registered trademarks of Eyelet
throughout the world. You are granted no right or license with respect to
any of the aforesaid designs, works, trademarks or registered trademarks.
3. If You believe that any content available through the Website and/or
Services infringes your copyrights or any other rights, please contact
Eyelet at support@eyelet.org to
file an Infringement Complaint, as set forth in Item F of this Agreement.
I. DISCLAIMER OF WARRANTIES. LIMITED LIABILITY.
1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF OR INABILITY TO USE
THE WEBSITE AND/OR THE SERVICES AND/OR THE LICENSE OF USE PROVIDED HEREIN,
IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE WEBSITE AND ANY SERVICES PERFORMED OR PROVIDED BY EYELET ARE PROVIDED
"AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY
KIND, AND YOU HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO
THE WEBSITE, THE LICENSE OF USE AND ANY SERVICES, EITHER EXPRESS, IMPLIED,
OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF SATISFACTORY QUALITY, OF MERCHANTABILITY, OF ACCURACY, OF
QUIET ENJOYMENT, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY EYELET OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A
WARRANTY. SHOULD THE WEBSITE, THE LICENSE OF USE OR SERVICES PROVE
DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR,
OR CORRECTION IN YOUR DEVICES OR PROPERTY.
2. EYELET DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE
WEBSITE AND/OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND YOU AGREE
THAT FROM TIME TO TIME EYELET MAY REMOVE OR SUSPEND THE WEBSITE AND/OR
SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE WEBSITE AND/OR SERVICES
AND/OR THE LICENSES OF USE GRANTED HEREIN AT ANY TIME, OR OTHERWISE LIMIT
OR DISABLE YOUR ACCESS TO THE WEBSITE AND/OR SERVICES WITHOUT NOTICE TO
YOU.
3. IN NO CASE SHALL EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES,
AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR
USE OF (OR INABILITY TO USE) ANY OF THE WEBSITE, THE SERVICES AND/OR FOR
ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE AND/OR
SERVICES AND/OR THE CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO ANY
ERRORS OR OMISSIONS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT
OF THE USE OF THE WEBSITE, THE SERVICES OR ANY CONTENT UPLOADED, POSTED,
TRANSMITTED, COMMERCIALIZED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE
AND/OR SERVICES.
4. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EYELET BE LIABLE
FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL
DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO
USE THE WEBSITE AND/OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE
THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF YOU HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. WHILE EYELET WILL TAKE REASONABLE EFFORTS TO PROTECT ALL DATA AND
WEBSITE SECURITY, EYELET DOES NOT REPRESENT OR GUARANTEE THAT THE WEBSITE
AND/OR SERVICES WILL BE FREE FROM CORRUPTION, LOSS, VIRUSES, ATTACK,
INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE
EYELET FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR
BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT OR MATERIALS UPLOADED ON
THE WEBSITE.
J. WAIVER AND INDEMNITY
1. BY USING THE SERVICES, YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, TO INDEMNIFY AND HOLD EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY
CLAIMS, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES
(INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING OUT OF YOUR BREACH
OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE WEBSITE AND/OR
SERVICES, OR ANY ACTION TAKEN BY EYELET OR THIRD PARTIES AS PART OF AN
INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF
EYELET’S FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS
OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM
EYELET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,
CONTRACTORS, AND LICENSORS AS A RESULT OF EYELET’S DECISION TO REMOVE OR
REFUSE TO PROCESS ANY INFORMATION, MATERIAL OR CONTENT, TO WARN YOU, TO
SUSPEND OR TERMINATE YOUR ACCESS TO THE WEBSITE AND/OR SERVICES, OR TO TAKE
ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A
RESULT OF EYELET'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS
OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS
DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
2. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND EYELET AGREE THAT EACH
MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY,
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING.
K. CONFIDENTIALITY
1. AS A CONSEQUENCE OF THIS AGREEMENT AND AS A RESULT OF YOUR USE OF THE
WEBSITE AND/OR THE SERVICES, YOU WILL HAVE ACCESS TO AND ACQUIRE KNOWLEDGE
OF MATERIAL, DOCUMENTS, INFORMATION, DATA SYSTEMS, BUSINESS MODELS,
BUSINESS STRATEGIES, STATISTICS, METRICS, METADATA, DESIGNS, WORKS,
SOFTWARE, INVENTIONS, INTERFACES AND OTHER DOCUMENTS, RIGHTS AND
INFORMATION THAT BELONGS TO EYELET, ARE OF A VALUABLE AND CONFIDENTIAL
NATURE, AND THAT ARE NOT AVAILABLE TO OR KNOWN BY THE GENERAL PUBLIC
(HEREINAFTER, THE “CONFIDENTIAL INFORMATION”). YOU SHALL NEVER, UNDER ANY
CIRCUMSTANCE, USE, PUBLISH, COMMERCIALIZE, DISCLOSE, REVEAL OR DIVULGE ANY
AND ALL THE CONFIDENTIAL INFORMATION. ANY KNOWLEDGE ACQUIRED BY YOU FROM OR
OF SUCH CONFIDENTIAL INFORMATION, OR OTHERWISE THROUGH THIS AGREEMENT, OR
THROUGH THE USE OF THE WEBSITE OR SERVICES, SHALL NOT BE USED, PUBLISHED,
COMMERCIALIZED, DISCLOSED, REVEALED OR DIVULGED BY YOU TO ANY OTHER PERSON,
FIRM OR CORPORATION IN ANY MANNER WHATSOEVER, UNLESS AUTHORIZED BY EYELET
IN WRITTEN FORM. AT ANY TIME UPON EYELET’S WRITTEN REQUEST FOR ANY REASON,
YOU WILL PROMPTLY DESTROY OR DELIVER TO EYELET ANY AND ALL CONFIDENTIAL
INFORMATION IN YOUR POWER. IN THE EVENT THAT YOU ARE REQUESTED BY A
GOVERNMENTAL AGENCY OR SELF-REGULATORY AUTHORITY, OR REQUIRED BY APPLICABLE
LAW, REGULATION OR LEGAL PROCESS TO DISCLOSE ANY CONFIDENTIAL INFORMATION,
YOU SHALL, TO THE EXTENT PERMITTED BY LAW, REGULATION, AND APPLICABLE
AUTHORITY, PROVIDE EYELET WITH PROMPT WRITTEN NOTICE OF SUCH REQUEST OR
REQUIREMENT. YOU UNDERSTAND AND AGREE THAT MONEY DAMAGES MAY NOT BE A
SUFFICIENT REMEDY FOR YOUR BREACH OR THREATENED BREACH OF THIS SECTION OF
THE AGREEMENT AND THAT IN SUCH EVENT, IN ADDITION TO ALL OTHER REMEDIES
AVAILABLE TO EYELET AT LAW OR EQUITY, EYELET SHALL BE ENTITLED TO SEEK
EQUITABLE RELIEF, INCLUDING INJUNCTION AND SPECIFIC PERFORMANCE WITHOUT
NECESSITY OF POSTING ANY BOND. THE FOREGOING COMMITMENTS AND OBLIGATIONS
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND REMAIN IN FORCE IN
PERPETUITY.
L. CHANGES IN THE AGREEMENT
1. Eyelet reserves the right at any time to modify any aspects of this
Agreement and to add new or additional terms or conditions for your use of
the Website and/or Services, even modifying percentages in item C.5. Such
modifications and the additional terms and conditions thereof will be duly
notified to You. If you do not agree with such modifications or the
additional terms and conditions, you can discontinue your use of Eyelet’s
Website and Services, withdraw your Contents and/or Assets from the Website
(except as otherwise specified in this Agreement), withdraw authorizations
to Publishers to use and/or commercialize your Content and/or Assets in
their platforms (except as otherwise specified in this Agreement), or
delete your account, at any time (except as otherwise specified in this
Agreement.
M. TERM, TERMINATION AND SUSPENSION OF SERVICES
1. This Agreement is effective until terminated by You or Eyelet, except as
otherwise provided herein.
2. If You fail, or Eyelet suspects that You have failed, to comply with any
of the provisions of this Agreement, Eyelet may, without notice to You: (i)
terminate this Agreement and/or user account, and You will remain liable
for any and all damages of any kind caused to Eyelet’s or third parties;
and/or (ii) terminate your license; and/or (iii) preclude your access to
the Website and/or the Services.
3. Eyelet further reserves the right to modify, suspend, or discontinue the
Website and/or its functions and features and/or Services and/or licenses
(or any part or content thereof) at any time with or without notice to You,
and Eyelet will not be liable to You or to any third party should it
exercise such rights.
N. GOVERNING LAW AND JURISDICTION.
1. This Agreement and the relationship between You and Eyelet shall be
governed by the laws of New South Wales, Australia, excluding its conflicts
of law provisions. You and Eyelet agree to submit to the personal and
exclusive jurisdiction of the courts located within Sydney, New South
Wales, Australia, to resolve any dispute or claim arising from this
Agreement.
O. OTHER PROVISIONS
1. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS
AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
2. Eyelet may send you promotions or otherwise communicate with you
electronically, which may include e-mail or push notification, and you
hereby consent to receive those communications. To stop receiving marketing
communications from Eyelet, update your marketing communication preferences
in your account.
3. This Agreement constitutes the entire agreement between You and Eyelet
and governs your use of the Website and/or Services, superseding any prior
agreements or documents with respect to the same subject matter between You
and Eyelet. You also may be subject to additional terms and conditions that
may apply when You use affiliate services, third-party website or content,
third-party software, or additional services. If any part of this Agreement
is held invalid or unenforceable, that portion shall be construed in a
manner consistent with applicable law to reflect, as nearly as possible,
the original intentions of the parties, and the remaining portions shall
remain in full force and effect. Eyelet's failure to enforce any right or
provisions in this Agreement will not constitute a waiver of such or any
other provision. Eyelet will not be responsible for failures to fulfill any
obligations due to causes beyond its control.
4. You agree to comply with all local, state, federal, and national laws,
statutes, ordinances, and regulations that apply to your use of the Website
and/or Services. Your use of the Website and/or Services may also be
subject to other laws.
5. You hereby grant Eyelet the right to take steps Eyelet believes are
reasonably necessary or appropriate to enforce and/or verify compliance
with any part of this Agreement. You agree that Eyelet has the right,
without liability to You, to disclose any Data and/or information to law
enforcement authorities, government officials, and/or a third party, as
Eyelet believes is reasonably necessary or appropriate to enforce and/or
verify compliance with any part of this Agreement (including but not
limited to Eyelet's right to cooperate with any legal process relating to
your use of the Website and/or Services and/or content therein, and/or a
third-party claim that your use of the Website and/or Services and/or
content therein is unlawful and/or infringes such third party's rights).
6. For the purposes of this Agreement, You and Eyelet are independent
contracting parties, and nothing herein will be construed as creating an
agency relationship, a fiduciary relationship, an employer-employee
relationship, a partnership, a joint venture, or an obligation to form any
such relationship or entity between You and Eyelet.
7. This Agreement and the rights herein granted to Eyelet may be sold,
licensed, assigned or transferred by Eyelet to its successors, licensees or
assignees, including companies being part of the Eyelet’s capital group.
You cannot assign this Agreement and all its rights as herein provided,
without the prior written consent of Eyelet.