eyelet: For the love of brilliant cinema.

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):

  1. Suppliers will receive 58% (fifty-eight per cent) of net sales and rentals of Assets in their controlled territories.

  2. 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.

  3. 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:

  1. Publishers will receive 21% (twenty-one per cent) of net sales and rentals of Assets in their portals.

  2. 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.

  3. 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:

  1. 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.

  2. 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.

  3. 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.

  1. You may use the Services, the Website and the contents therein only as permitted by this Agreement.

  2. By using the Services, the Website and the contents therein, Eyelet will not grant or transfer any rights to You.

  3. You may not sell access to the Website and/or Services.

  4. 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.

  5. You may not to alter or modify any part of the Website and/or Services and/or contents therein.

  6. 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.

  7. 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

  8. 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.

  9. You shall never copy Content and/or Assets uploaded on the Website.

  10. 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.

  11. 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.

  12. You may not use the Services or the Website to post objectionable, offensive, unlawful, deceptive or harmful Content, Assets or information;

  13. You may not use the Services or the Website to post personal, private or confidential information belonging to others;

  14. You may not use the Services or the Website to request personal information from a minor;

  15. You may not use the Services or the Website to impersonate or misrepresent your affiliation with another company, person or entity;

  16. 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;

  17. 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.

  18. 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:

  1. Identify the copyrighted works or any other rights claimed to have been infringed.

  2. Provide information reasonably sufficient to allow Eyelet to locate Assets related to such claim.

  3. Identify the allegedly infringing user of the Website and its contact details.

  4. 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.

  5. Provide a statement that the information in the claim is accurate to the best of the complaining party’s belief.

  6. 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.