The following words shall have the meaning as below in this Agreement:
AllRites means AllRites Holdings Pte Ltd, a company incorporated in Singapore.
User means the unique identity of the person who registers with the site who may have the role of being a Buyer and/or a Seller.
Buyer means a party to this Agreement who uses the Site with the intent to transact with Sellers to license rights to Content.
Content means any program or material containing video, images, text, graphics, scripts, formats, audio recordings or other works.
Intended Purpose means the use of this Site for the potential licensing of rights to Content.
Seller means a party to this Agreement who lists Content with the intent to transact with Buyers for rights to use Content.
Site means the AllRites web-site, mobile site and/or app.
Services means the on-line marketplace provided on this Site for the sale and purchase of rights in the Content.
1. Agreement and Variations
AllRites may periodically update these Terms and Conditions which will then govern your use and access of the AllRites Site after the date published as the relevant date of update. You will be notified of such updates when you first use the site after the update. By continuing to use and access the Site after the published date of update, you specifically agree to be bound by the terms of the varied Agreement.
2. Representation of Authority and Identity
You represent and warrant that:
The details you provide on the Site as to your name, details and identity are true and accurate in all respects, and
That where you state or provide details of a Company or organisation that you are acting on behalf of, that you have the explicit authority to act on this Company or organisation’s behalf.
3. Site Usage Fees
Use of the Site is free to Buyers and Sellers. Where a transaction is entered into by a Buyer and Seller, a transaction fee will be payable by the Seller in accordance with rates contained in the User Profile established on the Site.
4. Seller Terms
You agree that any submission by you of any Content or any offers to Buyers in respect of Content, will not to the best of the Seller’s knowledge and belief infringe upon another party’s intellectual property rights including patent, copyright, trademark, trade secret or moral rights.
1. Breach any contractual obligations in respect of rights in the Content.
2. Breach the provisions of section 7 of this Agreement.
3. Contain pornography
4. Contain information that is deliberately misleading in respect of the Content authorship or ownership.
By submitting and uploading Content to the Site, you grant AllRites a revocable, royalty-free, non-exclusive licence, to host and display the Content for the Intended Purpose, and to additionally use the Content and associated materials in its promotional and marketing activities. Seller authorises AllRites to use the logo and name of Seller on the Platform and in the marketing of the AllRites business and Platform. AllRites shall immediately cease to use the logo and name of Seller upon the termination of this agreement.
Such promotional activities to include:
o Display of Content and associated Materials and Display of Seller’s Name and Logo
On-line and digital, social marketing and electronic direct mail
On printed materials
On backdrops and booth designs at Trade Events
You represent and warrant in respect of Content that you submit that:
6. you have a valid and legal right to submit the Content and hold all the rights (including but not limited to intellectual property rights, licences, releases and consents) necessary for publication of the Content
7. you have the right to grant licenses and rights to use the Content
8. the content does not infringe any party's rights intellectual property or contractual rights
9. you will not attempt to distribute, license, sell, or broadcast Content belonging to a third party which is available on the Site without having entered into an agreement with that party and paying to AllRites any fees payable in respect of such Content.
Where use of the Services results in a transaction, Sellers will be required to pay fees. The level of fees will be as specified from time to time in the Content owners User Profile.
As a Seller you agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a transaction is entered into with a Buyer. Payments not received by the specified due date may result in discontinuation of Services, and/or the discontinuance, suspension, or termination of your Account. AllRites further reserves the right to take all legal actions necessary to recover the payments due.
If you are paying your fees via credit card, you represent that you are an authorised user of the credit card and authorize AllRites to charge the card you provided for the amount agreed. You agree not to dispute the payment with your credit card company, so long as the transaction corresponds to the terms provided to you and agreed in your Seller Profile. Payments made to AllRites are not refundable.
You agree not to circumvent or manipulate the fee structure, the billing process, or fees owed for the Services or to carry out a transaction with a Buyer independent of the Site, or otherwise circumvent the obligation to pay any fees related to the provision of Services by AllRites. Where you are in breach of the provisions of this clause, you will still be liable to AllRites for amounts that would have been payable to AllRites had you not breached this agreement. For the avoidance of doubt nothing in this Agreement shall inhibit or prevent the Seller from concluding licences with third party licensees who have not found the Seller’s Content via the Site.
B2B2C and B2C services
You have the option to participate in B2B2C and B2C services offered by AllRites to further help you monetise your content. Where you agree to participate in such services, you also agree to be bound by the terms of that service which will be notified to you at the time of opting into the service.
5. Buyer Terms
By placing an order on the Site you represent that you have the authority to do so and to make payment.
If you are paying for your order via credit card, you represent that you are an authorised user of the credit card and authorize AllRites to charge the card you provided for the amount specified. You agree not to dispute the payment with your credit card company, so long as the transaction corresponds to the terms provided to you at the time you made your order.
You further agree that you are responsible for any fees from banks or other financial intermediaries incurred by AllRites on your behalf as part of your use of the Site or the Services.
Where you agree to acquire Content from a Seller, the terms and conditions of such acquisition will be agreed between the Buyer and Seller. AllRites is neither a participant or party to such agreement.
You also agree that AllRites is not responsible for any representations made by Sellers on the site with regards their ownership of content or the actual rights availability. Further AllRites is not responsible for the accuracy of materials delivered by Seller or for compliance of the content with the laws of any country in the world.
6. General Conditions of Use (Buyers, and Sellers)
Your use of and access to the Site is subject to your compliance with all local laws and regulations that may apply to your use of the Site, the Services and its Content.
You specifically agree in respect of your use of the Site not to directly or indirectly:
0. Use the Site or Services for purposes other than the Intended Purpose or use the Site or Services for any purpose in contravention of any law or regulation.
1. Upload or publish Content that may reasonably be considered offensive or inappropriate
2. Contravene any of AllRites published policies
3. Misrepresent your identity or your authority to act on behalf of a Company or organisation.
4. Provide false, inaccurate, or misleading information regarding your Content.
5. Assign or attempt to assign any rights to another party.
6. Use the Site or the Services to advertise or solicit others to purchase any product or service that is not related to the Services, including, without limitation, distributing email messages or advertising and promotional materials.
7. Attempt in any way to solicit any user of the Site to join third party services or websites that are in competition with the Site or offer similar Services.
8. Copy, adapt, modify, or prepare derivative works based upon another user's Content, except as expressly permitted in these Terms or in any additional terms.
9. Use the Site for unauthorized linking, via automated devices or other means, so as to access Content.
10. Upload viruses, malware, trojan horses, disruptive code, corrupt files, denial-of-service attacks, or any other harmful or disruptive materials.
11. Use any device or take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure or that otherwise may adversely affect performance of the Site or restrict any other user from using or enjoying the Site or the Services.
12. Attempt to reverse engineer any of the software used to provide the Site or the Services.
13. Use any Content or data derived from the Site other than for the Intended Purpose.
14. Attempt to alter or vary any Content or data held within the Site.
7. AllRites Accounts
All Users accessing the Site will be required to register and create a user profile. Registered users of an AllRites account shall:
(a) keep their password confidential at all times,
(b) notify AllRites immediately of any unauthorized use of any password or the account,
(c) report to AllRites immediately any copying, or unauthorised use of Content or Services in contravention of this Agreement,
(d) not allow any other individual to use or access their account.
Each AllRites account will be associated with one email address and one Company and used by one individual.
Each Company represents and warrants that:
1. any account user that is acting on its behalf and who enters into agreements has the legal authority to bind the Company,
2. the Company’s authorised user has the permission of the Company to act on behalf of the Company,
3. data provided by the authorised user is accurate, complete and up to date,
4. all information included in the profile of the Company is accurate,
5. the Company's authorised user will comply with the terms of this Agreement.
AllRites reserves the right to validate the accuracy of user information and identity and to establish that authorised users acting on behalf of a Company have been validly authorised to so act.
You may cancel your account at any time by sending a notice of cancellation to www.allrites.com via the Contact Us function once logged in. Upon cancellation of your account, AllRites will within 10 working days, delete your information and/or Content and notify you once all Content is deleted.
8. Assignment of Rights
You agree that the rights granted to you under this Agreement by AllRites are personal to you or the organisation that you validly represent and may not be assigned or transferred by you to any other party without the specific consent of AllRites. Nothing in this clause 8 shall prevent or inhibit the Seller from assigning or licensing the whole or any part of its rights and responsibilities under this Agreement to any subsidiary or associated company provided always that you guarantee the performance by your assignee. In the case of such an assignment or licensing you will provide advance notice to AllRites.
9. Severability and Enforceability
If any part of this Agreement is held invalid or unenforceable, that section will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining sections of the Agreement will remain in full force and effect. AllRites failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
10. Force Majeure
AllRites will not be liable for delay or failure to perform any acts or Services resulting from causes outside its reasonable control such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, act of governmental or failure of or interruption in communication services or utilities.
AllRites is not responsible for the content of third-party websites that you reach through links on the Site. Specifically AllRites will not be liable for: (a) the accuracy of such websites or content therein, or (b) the content, products, or services on or available from such websites. Links to such websites do not carry any endorsement by AllRites of such websites, content or services made available from such websites. Your use of linked websites is at your own risk and subject to the terms and conditions of use for such sites.and all transactions that you conduct at a linked website will be between you and the party providing that website. Allrites shall not knowingly display links to websites where AllRites know that the content is be considered offensive.
11. AllRites Rights and Liability In Relation to Content
It is expressly recognised and agreed that AllRites shall not be held liable where Buyers or Sellers breach the provisions of this Agreement, including the representations and warranties contained herein.
It is further recognised and agreed that AllRites does not control the submission of Content and each user is responsible for all aspects of Content it submits.
AllRites does not make any representation or warranty that Content is in compliance with the terms of this Agreement or with the laws of any country.
12. Copyright and Intellectual Property
AllRites agrees to properly investigate and take appropriate action to claims of copyright infringement committed using the Site and the Services. Any such claims should be provided via email to email@example.com. Upon receipt of the notice as above, AllRites will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site and the Services.
All copyright and other intellectual property rights in the Site, data and materials (other than Content) is at all times owned and retained by AllRites. Trademarks, logos, trading names and other marks contained within the Site (other than relating to Content), is also at all times owned and retained by AllRites.
Allrites acknowledges, undertakes and agrees that all rights and title in and to the Content belong to the Seller (or an associate of the Seller) and AllRites shall have no right to adapt or amend or deal with nor enter into contractual arrangements of any kind in relation to the Content (or any part of it) on behalf of the Seller or Content owner, except as expressly provided herein.
Allrites shall indemnify the Seller against any and all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against, suffered or incurred by the Seller as a result of any breach by Allrites of any of its warranties in this Agreement, subject to AllRites having a right to defend such action or claim.
AllRites may at any time, in its sole discretion, immediately and without notice, suspend, discontinue, or terminate your Account access to the Site or Services, or to remove any Content, for any reason whatsoever, with or without cause, including, any breach by you of this Agreement. You agree that AllRites will not be liable to you for any such action it may take.
The AllRites Site and the Content is provided on an as is basis and no warranties of any kind, express or implied are given by AllRites in respect of the Site and Content. All representations around merchantability or fitness for purpose are specifically disclaimed by AllRites. No guarantees are given in respect of use of the Site or Services other than as specifically contained in this Agreement.
AllRites will not be liable under this Agreement for any direct, consequential, indirect exemplary, punitive or other damages relating to use of the Site or Services both in respect to acts and omissions. If this exclusion of liability is at any time deemed invalid, AllRites maximum liability to you will be the amount of fees that you have paid to directly to AllRites.
You agree that these disclaimers are a fundamental term of this Agreement.
AllRites is committed to protecting and respecting your privacy.
If you are under 18, please do not send any personal data about yourself to us.
16. Information Collection
In order to provide a better service to you, we may collect and process the following data about you:
1. information that you provide by filling in forms on our site www.allrites.com ("our site"). This includes information provided at the time of registering to use our site, subscribing to our service, posting material or requesting further services. We may also ask you for information at other times, for example in connection with a promotion or when you report a problem with our site;
2. if you contact us, we may keep a record of that correspondence;
3. we may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them;
4. details of actions and transactions you carry out through our site and of the fulfilment of your orders;
5. details of your visits to our site and the resources that you access.
We only retain personal data for so long as it is necessary. Data may be archived as long as the purpose for which the data was used still exists.
17. Uses made of the information
The purposes for which information may be used by us in and outside Singapore include:
1. ensuring that content from our site is presented in the most effective manner for you and for your device;
2. providing you with transactional alerts, updates, newsletter, education materials or information
3. carrying out our obligations arising from any contracts entered into between you and us;
4. allowing you to participate in interactive features of our service, when you choose to do so;
5. designing and conducting surveys/questionnaires for client profiling/segmentation, statistical analysis, improving and furthering the provision our products and services;
6. complying with laws and regulations applicable to us or any of our affiliates in or outside Singapore;
7. legal proceedings, including collecting overdue amounts and seeking professional advices;
8. researching, designing and launching services or products including seminars/events/forums;
9. promoting and marketing services and products subject to your exercise of the opt-out right (please see further details in Clause 2.2 below); or
10. purposes directly related or incidental to the above.
We intend to use your data in direct marketing and we require your consent (which includes an indication of no objection) for that purpose. In this connection, please note that:
1. your name, contact details (including address, contact number, email address), products and services information, transaction pattern and behaviour, background and demographic data held by us from time to time may be used by us in direct marketing;
2. the following classes of services, products and subjects may be marketed in direct marketing:
services, products and content related to our site and/or our affiliates (including marketing affiliates programs we are a part of);
reward, loyalty or privileges programmes, promotional offers and related services; and
invitations to events such as seminars/webinars/tele-seminars, conferences, live programs or events.
3. We may conduct direct marketing via email, direct mail, social media or digital media, telephone and other means of communication. You may choose not to receive promotional materials, by simply telling us (see below for contact details), and we will cease to do so, without charge.
18. Disclosure of your information
We will keep the personal data we hold confidential but may provide information to:
(a) personnel, agents, advisers, auditors, contractors, financial institutions, and service providers in connection with our operations or services;
(b) our overseas offices, affiliates, business partners and counterparts (if any);
(c) persons under a duty of confidentiality to us;
(d) persons to whom we are required to make disclosure under applicable laws and regulations in or outside Singapore; or
(e) actual or proposed transferees or participants of our services in or outside Singapore.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive.
We use the following cookies:
1. Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
2. Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
3. Functionality cookies. These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
4. Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
Our website uses Google Analytics, a web traffic analysis service provided by Google Inc. ("Google"). Please refer to http://www.google.com/policies/privacy/partners to find out more about how Google uses data when you use our website and how to control the information sent to Google.
You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.
Furthermore, you can prevent Google's collection and processing of data by using the Google Ads Settings page or downloading and installing their browser plug-in (https://tools.google.com/dlpage/gaoptout).
All information you provide to us is stored on our secure servers. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk and you agree not to hold us responsible for any breach of security while accessing the internet that is out of our control. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
21. Content Protection:
All Master content that is uploaded to the AllRites Marketplace is protected with Industry DRM, we use a combination of Widevine, Playready and FairPlay to ensure the security of your content.
22. Third party websites
Our website may contain links to other sites (the "Linked Sites"). We are not responsible for the privacy policies or practices of such other Linked Sites. We encourage our users to be aware when leaving our website to read the privacy policies or statements of each Linked Site that collects your personal data. You agree to waive any claim against us with respect to the Linked Sites.
24. Data transfers
We may hold your data on servers in Singapore and any other territories as we see fit from time to time. We may also transfer your data to our offices anywhere in the world.
25. Your consent and rights
By using our service, making an application or visiting our website, you consent to the collection and use of your information and other activities as outlined in this policy.
As a registered user you have the right:
1. to check whether we hold personal data about you and to access such data;
2. to require us to correct as soon as reasonably practicable any data relating to you that is inaccurate;
3. to ascertain our policies and practices in relation to personal data and the kind of personal data held by us; and
You may exercise your opt-out right by notifying us if you wish to object to the use of your personal data for direct marketing purposes. Please send requests for such objections, access to data, correction of data, information regarding policies and practices and kinds of data held, questions or complaints to:
26. TAKE DOWN POLICY
Where AllRites receives a request to remove Content from its site that is alleged to be in breach of another party’s rights and/or in violation of the law it will:
1. Promptly remove (or block) the alleged contravening Content from the site, and
2. Notify the Seller of the Content about this action and the details surrounding the alleged breach or contravention.
Any request to remove Content must:
1. Be in writing and signed by an authorised officer of the requesting party
2. Provide full contact details of the requesting party
3. Provide full details of the alleged breach of rights or contravention of law
4. Provide a statement to the effect that the requesting party is acting in good faith any has reasonable grounds and evidence of the alleged breach or contravention.
Upon providing notice of the request to remove Content to the Seller, AllRites will allow 14 days for the parties to resolve the issue.
Where the Seller provides evidence that the issue has been resolved then AllRites will unblock or reinstate the Content on its site.
Where after 30 days the issue remains unresolved AllRites, in its discretion will continue to block the disputed Content or reinstate as the case may be.
27. Governing Law
This Agreement shall be governed and construed in accordance to the laws of the Republic of Singapore.
In the event of any dispute, claim, question or disagreement arising out of or relating to this Agreement, or the breach thereof, no Party shall proceed to litigation or any other form of dispute resolution unless the Parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre.
If mediation is unsuccessful, then such dispute, claim, question or disagreement shall be resolved by reference to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“Arbitration Rules”) for the time being in force which rules are deemed to be incorporated by reference into this Clause. The tribunal shall consist of one arbitrator to be appointed in accordance with the Arbitration Rules. The Parties hereby agree that it is their intention that the arbitrator(s) must give full force and effect to all of the terms and provisions of this Agreement in resolving all such disputes. The arbitration award shall be final and binding upon the Parties. The arbitration fee shall be borne by the losing party.