Terms of Use

The following words shall have the meaning as below in this Agreement:
“User”, “you”, “your”, “yours” means the person who registers with the Service who may, in addition, also be a Buyer and/or a Seller from time to time. If you are accessing or using the Service on behalf of a business or entity, then (a) “User” and “you” (including its grammatical variants) includes you and that business or entity, jointly and severally; (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the business or entity to the Agreement, and that you agree to the Agreement on your own and on the entity’s behalf; and (c) you and the business or entity you represent, are jointly and severally, legally and financially responsible for your access or use of the Service as well as for the access or use of your account by others affiliated with your business or entity, including any employees, agents or contractors

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“Buyer” means a User who uses the Service with the intent to transact with a Seller to license rights to the Seller’s Transactional Content posted on the Service

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“Content” means any program or material containing video, images, text, graphics, scripts, formats, audio recordings; and/or other works or subject matter

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“Intended Purpose” means the use of this Service for the potential licensing of rights to Transactional Content

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“Seller” means a User who posts Transactional Content on the Service with the intent to transact with a Buyer who may be interested to be granted a licence over specific rights to the Seller’s Transactional Content

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“Transactional Content” means Content posted on the Service for the Intended Purpose

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• In this Agreement,

• words importing the singular include the plural and vice versa. Any gender includes the other genders. Any reference to a person includes a reference to a corporation, firm, authority, government or governmental agency;

• a reference to legislation or to a legislative provision includes all regulations, orders, proclamations, notices or other requirements under this legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision;

• a reference to any agreement, document or other instrument (including this Agreement) includes a reference to that agreement, document or other instrument as renewed, extended, novated, varied or substituted from time to time;

• the Clause headings in this Agreement are for reference purposes only and do not in any way influence or affect the meaning of this Agreement, unless the context otherwise requires;

• a reference to any “Party” to this Agreement or to any other agreement, document or other instrument required under this Agreement or for the purposes of this Agreement includes that Party's executors, administrators, substitutes, successors and permitted assigns;

• where under or pursuant to this Agreement or anything done under this Agreement the day on or by which any act, matter or thing is to be done is not a business day such act, matter or thing must be done on the immediately succeeding business day; and

• references to Clauses are references to Clauses of this Agreement. A reference to winding up or bankruptcy includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration and to the circumstances and events giving rise to or contributing to such condition or matters.

2.1 The Service is a global marketplace to discover, license, buy and sell Film, TV and Sports content rights. We enable content licensing distribution on a global scale.

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2.2 This Agreement governs your use of the Service, including through the Site; the mobile application; relevant Third Party Sites we use to interact with you; and through other services we may provide to you through different mediums from time to time.

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2.3 You must be at least Eighteen (18) years old to use our Service. If you are under eighteen (18) years old or under the age of maturity in your jurisdiction, then you may not be a Seller or Buyer on the Service, unless you have the permission of an adult, who shall be deemed to be the person making any selling or buying transaction on any part of the Service. If you are under eighteen (18) years old, you may browse our Service as a User. This Service is not directed to anyone under eighteen (18) years old. By accessing or using any part of the Service, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms.

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2.4 We reserve the right to make changes to any part of the Agreement at any time and at our sole and entire discretion. All changes are effective immediately when we post them on our Site and apply to all access to and use of the Service thereafter. By continuing to use any part of the Service after such notice, you agree to this Agreement as modified. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

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2.5 By using the Service, you consent to receiving communications from us electronically, including emails and messages posted to your allrites account (excluding forms of communication prohibited under the Do Not Call regulations, for which we shall obtain your clear and unambiguous consent in writing), all as more fully detailed in our Privacy Policy which can be found on the Site. You acknowledge and agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you wish to withdraw your consent to receiving communications from us at any time, please email contact@allrites.com, notifying us of your withdrawal of consent. Please note that such withdrawal may lead to some parts of the Service not being made available to you thereafter.

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2.6 We reserve the right at any time and without notice, at our sole and entire discretion to:

• whether as it related to you, or generally, to modify, suspend or terminate the Service or any part thereof;

• restrict, limit, suspend or terminate your access to the Service or any portion thereof;

• delete any Content (including Transactional Content) you post on the Service if in our reasonable opinion it does not comply with this Agreement and/or applicable laws;

• monitor your use of the Service (including any content or message you post or broadcast on the Service) to verify compliance with this Agreement and/or any applicable laws;

• investigate any suspected or alleged misuse or unlawful use of the Service and cooperate with law enforcement in such investigation;

• disclose information about your use of the Service in connection with law enforcement investigation of any suspected or alleged illegal activity, or in response to a lawful court order; and/or

• change the payment or payout processor that enables you to make or receive payments through the Service.

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2.7 You may not post or send unlawful, hateful, discriminatory, violent, infringing, abusive, harassing, derogatory, nude, partially nude, pornographic, or sexually suggestive photos or other like Content via the Service.

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2.8 You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, we prohibit the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or have provided to us upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

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2.9 You agree that you will not solicit, collect or use the login credentials of other Users of the Service.

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2.10 You are responsible for keeping your password secret and secure.

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2.11 You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, identity numbers, non-public phone numbers or non-public email addresses.

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2.12 You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the Service and your Content, including but not limited to, copyright laws.

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2.13 You are solely responsible for your Content; and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the Service.

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2.14 You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or
with us.

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2.15 You must not create; submit; and/or send out unwanted email, comments, likes, reactions or other forms of commercial or harassing communications (a.k.a "spam").

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2.16 You must not interfere with or disrupt any part of the Service, operation of the Service, systems, servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page or any content related to the Service is rendered or displayed in a user's browser or device.

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2.17 You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

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2.18 You must not attempt to restrict another User from using or enjoying any part of the Service and you must not encourage or facilitate violations by any person of any part of this Agreement.

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2.19 Should we suspect that you are in violation of any part of the Agreement, we may, at our sole and entire discretion, terminate your account, with no liability to you.

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2.20 You understand and agree that we cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of any part of this Agreement, or otherwise create risk or possible legal exposure for us, we can, at our sole and entire discretion, stop providing all or part of the Service to you.

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2.21 We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your allrites account by sending an email to contact@allrites.com. If we terminate your access to the Service; or if you use the form detailed above to deactivate your account, your Content will no longer be accessible through your account, but those materials and data may persist and appear within the Service (e.g., if your Content has been re-shared by others).

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2.22 Upon termination, all licences and other rights granted to you in any part of this Agreement will immediately cease. Transactions you have entered into with any third party via the Service will, in the absence of any separate agreement, remain binding and enforceable.

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2.23 We reserve the right to refuse access to the Service to anyone for any reason or for no reason at any time.

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2.24 We reserve the right to force forfeiture of any username for any reason.

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2.25 We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole and entire discretion violates any part of this Agreement.

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2.26 You are solely responsible for your interactions with other Users of the Service, whether online or offline. You agree that we are not responsible or liable for the conduct of any User.

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2.27 We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Users. Exercise due care and your best judgment when interacting with others, including when you request, submit, or post Content or any personal or other information.

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2.28 Except as otherwise permitted under this Agreement or with our express permission you may not copy, display, distribute, or otherwise use individual elements of videos, or edits of videos, or remove or alter any watermarking or attributive text generated in connection with the videos.

3.1 If you use Content covered by intellectual property rights that we own or have control over, and make available in our Service (for example, images, designs, videos or sounds that we provide, which you add to Content you create or share on the Service), we retain all rights to our Content but not yours. You can only use our copyright material or trade marks (or any similar marks) as with our prior written permission. You must obtain our written permission to reproduce, communicate, perform, modify, create derivative works of, decompile or otherwise attempt to extract source code from us. As a condition of your access to and use of the Services, you agree to the terms of the Copyright Policy below:

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3.2 Account Suspension or Termination
Your account may be suspended or terminated for multiple copyright violations or other violations of the terms.

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3.3 Copyright Infringement Notification
If you believe that your copyright work was posted on our Service without authorization, you may submit a copyright infringement notification. The notification must include the following:

• An email address, physical address or phone number so that we and the uploader of your work can contact you;

• A clear and complete description of your work that you believe has been infringed;

• The URL or other identifying location of the allegedly infringing work;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;

• A statement, made under penalty of perjury (i.e. duly signed before a Commissioner for Oaths (if you are signing in Singapore); or a Notary Public (if you are signing outside of Singapore), that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and

• The physical or electronic signature of the copyright owner or an authorized representative of the copyright owner. To satisfy this requirement, you may type your full legal name (not that of a company) at the bottom of your notification.

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Please submit the above information to us by email to contact@allrites.com. All information submitted in your copyright infringement notification may be forwarded to the User who posted the content, or otherwise made public in any way by us or a third party.

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3.4 Copyright Infringement Counter-Notification
If you receive a copyright infringement notification from us (or from us including a copyright infringement notification from a third party in compliance with Clause 3.3 above) that you believe to be in error, you may provide us with a counter-notification. It must include the following:

• Your contact information, including your full legal name (not that of a company), an email address, a physical address, and a phone number. If you are an authorized representative of the uploader, such as a lawyer, please be sure to specify your relationship to the uploader;

• Identify the location, including any URL, of the work that has been removed or disabled;

• You must agree to and include the following statements:

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"I consent to the jurisdiction of the courts of Singapore in which allrites is located, and will accept service of process from the claimant."; and

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"I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.",

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And ensure that your statement is made under penalty of perjury (i.e. duly signed before a Commissioner for Oaths (if you are signing in Singapore); or a Notary Public (if you are signing outside of Singapore);

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The physical or electronic signature of the copyright owner or an authorized representative of the copyright owner. To satisfy this requirement, you may type your full legal name (not that of a company) at the bottom of your electronic counter-notification.

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Submit the above information to us by email to contact@allrites.com

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The counter-notification process may take up to thirty (30) business days to complete. During this time, the claimant may file an action seeking a court order to keep your Content down. Please note that we will forward the entire counter notice to the claimant, including any personal information you provide, and the counter notice may be made public. The claimant may use this information to file a lawsuit against you. The decision to repost any material is at our sole and entire discretion.

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3.5 allrites Content​​

• As between you and us, all content, software, images, text, graphics, illustrations, logos, patents, trade marks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of all parts of the Service, and all intellectual property rights related thereto ( “Our Content”), are either owned by or licensed to us.

• You or your licensors will own any User Content (as defined below), and in Transactional Content, you upload or transmit through the Service. Use of Our Content or materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited. Our Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

• Where our Service contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other Users on the Service (including User Content and Transactional Content).

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3.6 User Content

• Use of the Site is free to Buyers and Sellers.

• Where a Marketplace Transaction is entered into by a Buyer and a Seller, a “Transaction Fee” of ten percent (or as otherwise specified in the User Profile) of the total value of the transaction prior to deduction of any applicable Government taxes will be payable by the Seller.

• The fees for all other products and services provided on the allrites.com website will vary depending on the Service and the appropriate Terms for that service shall apply.

You agree to defend, indemnify, and hold harmless allrites, our parents, subsidiaries, and affiliates, and each of our officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, legal fees and expenses on a full indemnity basis, arising out of a breach by you or any User of your account of this Agreement or arising out of a breach of your obligations, representation and warranties under this Agreement.

5.1 Nothing in these Terms shall affect any statutory rights that you cannot contractually agree to alter or waive and are legally always entitled to as a consumer.

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5.2 The service is provided "as is" and we make no warranty or representation to you with respect to them. In particular we do not represent or warrant to you that:​

• Your use of the service will meet your requirements;

• Your use of the service will be uninterrupted. timely, secure or free from error;

• Any information obtained by you as a result of your use of the service will be accurate or reliable; and

• Defects in the operation or functionality of any software provided to you as part of the service will be corrected.

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5.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the service except to the extent that they are expressly set out in the terms. We may change, suspend, withdraw or restrict the availability of all or any part of our service for business and operational reasons at any time without notice

6.1 Nothing in these terms shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

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6.2 Subject to the paragraph above, we shall not be liable to you for:

• Any loss of profit (whether incurred directly or indirectly);

• Any loss of goodwill;

• Any loss of opportunity;

• Any loss of data suffered by you;

• Any indirect or consequential losses which may be incurred by you. Any other loss will be limited to the amount paid by you to us within the last twelve (12) months or singapore dollars one thousand (sgd 1,000) whichever is higher;

• Any loss or damage which may be incurred by you as a result of:

• Any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the service;

• Any changes which we may make to the service, or for any permanent or temporary cessation in the provision of the service (or any feature(s) within the service);

• The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the service;

• Your failure to provide us with accurate account information; or

• Your failure to keep your password or account details secure and confidential.

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6.3 please note we have no liability to you for any loss of profit, loss of business, loss of goodwill or business reputation, business interruption, or loss of business opportunity. If defective digital content that we have made available or supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation, (subject to (e), above). However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

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6.4 you are responsible for any mobile charges that may apply to your use of our service, including text-messaging and data charges. If you are unsure what those charges may be, you should ask your service provider before using the service. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the services, including, by way of example and not limitation, any carrier, copyright owner or other user, is directly between you and such third party, and you irrevocably release us; our officers, staff and agents and affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

7.1 All Users accessing the Service will be required to register and create a user profile. Registered Users of an allrites account shall:

• keep their password confidential at all times;

• notify allrites immediately of any unauthorized use of any password or the account;

• report to allrites immediately any copying, or unauthorised use of Content or Services in contravention of this Agreement;

• not allow any other individual to use or access their account.

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7.2 Each allrites account will be associated with one email address and one company and used by one individual.

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7.3 Each company represents and warrants that:

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• any account user that is acting on its behalf and who enters into agreements has the legal authority to bind the company jointly and severally with the account user signing up;
  the company’s authorised user has the permission of the company to act on behalf of the company;

• data provided by the authorised user is accurate, complete and up to date;

• all information included in the profile of the company is accurate; and

• the company's authorised user will comply with the terms of this Agreement.

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7.4 You may cancel your account at any time by sending a notice of cancellation to https://wwwall.rites.com via the Contact Us function once logged in. Upon cancellation of your account, allrites will within thirty (30) working days, delete your information and/or Content and notify you once all Content is deleted.

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 7 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. allrites may assign all its rights under this agreement to its subsidiaries or related entities.

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.

allrites will not be liable for delay or failure to perform any acts or Service resulting from causes outside its reasonable control such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, pandemics, act of governmental or failure of or interruption in communication services or utilities.

11.1 Open Source.
The Service contains certain open source software. Each item of open source software is subject to its own applicable licence terms, which you shall be bound by.

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11.2 Entire Agreement.
The Agreement constitutes the whole legal agreement between you and us and govern your use of the Service and completely replaces any prior agreements between you and us in relation to the Service.

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11.3 Links.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Service in any website that is not owned by you. The website in which you are linking must comply in all respects with the content standards set out above. We reserve the right to withdraw linking permission without notice.

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11.4 No Waiver.
Our failure to insist upon or enforce any provision of the Agreement shall not be construed as a waiver of any provision or right.

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11.5 Security.
We do not guarantee that our Service will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Service. You should use your own virus protection software.

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11.6 Severability.
If any court of law, having jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement, and the remaining provisions of the Agreement will continue to be valid and enforceable.

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11.7 Dispute Resolution.
Any dispute or difference (“Dispute”) between you and us arising out of or relating to or in connection with this Agreement including any question regarding its existence, validity or termination shall be resolved either by reference to mediation, arbitration or by court proceedings, as elected by allrites. If any Dispute at any time arises between the Parties in respect of the interpretation of this Agreement or concerning anything herein contained or arising out of this Agreement or as to the rights, liabilities or duties of either party, parties shall first use their reasonable endeavours to seek to agree a settlement in good faith. If any Dispute cannot be resolved, and allrites elects to bring the Dispute to

• mediation, the Dispute shall be referred to the Singapore Mediation Centre in accordance with its prevailing prescribed form, rules and procedure;

• arbitration, the Dispute shall be referred to arbitration at the Singapore International Arbitration Centre (“SIAC”). The arbitration shall take place in Singapore at the SIAC, and the arbitration shall be conducted according to the SIAC Rules for the time being in force. The tribunal shall consist of one arbitrator to be appointed in accordance with the SIAC Rules. The language of the arbitration shall be English. 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 parties shall fulfill its terms accordingly. The arbitration fee shall be borne by the losing party. In the course of arbitration, both parties shall continue to perform its obligations under this Agreement except for the parts under arbitration;

• litigation, the parties hereby submit themselves to the non-exclusive jurisdiction of the Courts of Singapore.

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11.8 Governing law.
The construction, validity and performance of this Agreement shall be governed by and construed in accordance with the Laws of the Republic of Singapore.

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11.9 If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to contact@allrites.com

12.1 In consideration of allrites allowing the Seller to use the Service, the Seller hereby represents, undertakes and warrants to and for the benefit of the Buyer and allrites that:

• You have full authority to enter into this Agreement on the terms and conditions contained herein and that neither the execution nor performance of this Agreement will constitute a violation of applicable laws or duties by the Seller;

• this Agreement constitutes legal, valid and binding obligations of the Seller and is enforceable in accordance with its terms;

• the performance by the Seller of your obligations under this Agreement does not and will not contravene or constitute a default under any provision contained in any mortgage, trust, deed, contract, licence, franchise, agreement or treaty by which you are bound or affected or to which you are a party;

• you have obtained and shall maintain in full force and effect for so long as this Agreement shall remain in force all consents, authorisations, licences, approvals and permissions from any person or from any governmental or other competent authority, agency or statutory body required by you to execute, deliver and perform your obligations under this Agreement;

• you have obtained, and for the term of assignment or licence granted to a Buyer, shall retain all necessary rights, licences, consents or other authorisations which are required to exploit the Seller’s Rights in accordance with this Agreement;

• that the exploitation by the Buyer of the Seller’s Rights assigned or licensed to the Buyer will not violate or infringe the copyright, right of privacy, moral rights nor any other rights of any third party and will not contain any defamatory or obscene material;

• you are the owner or are the agent of the owner of the package of rights in and to the Program you seek to assign or license via the Service (the “Seller Rights”) and the Seller Rights are not subject to any lien, trust, encumbrance or security interest of any kind, and you free to make the assignment or licence of the Seller Rights effected by this Agreement and have obtained every necessary consent to the assignment or licence (as the case may be);

• you have not and will not make any grant or assignment which might interfere with the complete enjoyment of the rights granted to a Buyer hereunder;

• you can pay your debts as and when they fall due;

• you will not attempt to distribute, license, sell, or broadcast Content belonging to a third party which is available on the Service without having entered into an agreement with that party and paying to allrites any fees payable in respect of such Content. and

• all information provided by you to us and to a Buyer in relation to any aspect of the Seller Rights is true in all material respects and is not, by omission or otherwise, misleading.

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12.2 For the avoidance of doubt, allrites will not be liable to either the Buyer or any third party for any breach by the Seller of any of its representations; warranties; and undertakings under Clause 12.1, above.

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12.3 By submitting and uploading Transactional Content to the Service, you grant to allrites a revocable, royalty-free, non-exclusive licence, to host and display the Transactional Content for the Intended Purpose, and to additionally use the Transactional Content and associated marketing and promotional collaterals provided by you (the “Collaterals”) in our promotional and marketing activities whether during or after the duration of this Agreement. The Seller authorises allrites to use the logo and name of the Seller on the Service; and in the marketing of the allrites business and Service, at the sole and entire discretion of allrites. Further, the Seller grants explicit rights to allrites to promote the Transactional Content in its marketing and promotional activities.

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12.4 The marketing and promotional activities referred to in Clause 12.3, above, shall include, without limitation:

• Display in the Service of the Transactional Content and associated materials;

• Display in the Service of the Seller’s name and/or logo;

• Use of the names and likenesses of key cast and crew associated with the Transactional Content in the Service;

• Online and digital, social marketing and electronic direct mail;

• On printed materials both indoors and outdoors; and

• On backdrops and booth designs at Trade Events

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12.5 Where use of the Service results in a transaction related to the Transactional Content, you will be required to pay fees as specified and agreed between you and the Buyer in accordance with the terms agreed.

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12.6 You further agree and undertakes as follows:

• 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 your entitlements to use the Service, and/or the discontinuance, suspension, or termination of your account. In addition to the foregoing allrites further reserves the right to take all legal actions necessary to recover the payments due;

• In the event that allrites conducts the transaction on the Seller’s behalf, allrites will deduct 100% of the Transaction Fees from the first instalment of the payment received from the buyer before remitting the balance to the Seller. Payment will be made on the 1st day of each month for any amounts due to the Seller provided that payment has been received from the Buyer in the previous month;

• allrites shall not be liable for any late or non-payment by a Buyer on allrites;

• 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 under any circumstances; and

• 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 Service, or otherwise circumvent the obligation to pay any fees related to the provision of the Service by allrites. Where you are in breach of any provision 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 Service.

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12.7 inflight entertainment services (“ife”) and business to consumer streaming (“b2c”) services

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You have the option to participate in ife and b2c services offered by allrites to further help you monetise your transactional 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.

13.1 In consideration of allrites allowing the Buyer to use the Service, the Buyer hereby represents, undertakes and warrants to and for the benefit of the Seller and allrites that:

• You have full authority to enter into this Agreement on the terms and conditions contained herein and that neither the execution nor performance of this Agreement will constitute a violation of applicable laws or duties by the Buyer;

• this Agreement constitutes legal, valid and binding obligations of the Buyer and is enforceable in accordance with its terms;

• the performance by the Buyer of your obligations under this Agreement does not and will not contravene or constitute a default under any provision contained in any mortgage, trust, deed, contract, licence, franchise, agreement or treaty by which you are bound or affected or to which you are a party;

• you have obtained and shall maintain in full force and effect for so long as this Agreement shall remain in force all consents, authorisations, licences, approvals and permissions from any person or from any governmental or other competent authority, agency or statutory body required by you to execute, deliver and perform your obligations under this Agreement;

• you can pay your debts as and when they fall due;

• you will not attempt to distribute, license, sell, or broadcast Content belonging to a third party which is available on the Service without having entered into an agreement with that party and paying to allrites any fees payable in respect of such Content. and

• all information provided by you to us and to a Seller in relation to any aspect of you is true in all material respects and is not, by omission or otherwise, misleading.

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13.2 By placing an order on the Service, you represent that you have the authority to do so and to make payment.

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13.3 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.

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13.4 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 Service or the Service.

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13.5 Where you agree to acquire Content from a Seller, the terms and conditions of such acquisition will be agreed between the Buyer and Seller via allrites whether the final contract is executed by allrites or the Seller.

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13.6 You also agree that allrites is not responsible for any representations made by Sellers on the Service with regards their ownership of content or the actual rights availability. Further, allrites is not responsible for the accuracy of materials delivered by the Seller or for compliance of the content with the laws of any country in the world.

14.1 Your use of and access to the Service is subject to your compliance with all local laws and regulations that may apply to your use of the Service, and the Transactional Content.
14.2 You specifically agree in respect of your use of the Service not to directly or indirectly:

• Use the Service for purposes other than the Intended Purpose or use the Service for any purpose in contravention of any law or regulation;

• Upload or publish Content, including Transactional Content, that may reasonably be considered offensive or inappropriate;

• Contravene any of allrites’ published policies;

• Misrepresent your identity or your authority to act on behalf of a company or organisation;

• Provide false, inaccurate, or misleading information regarding your Content, including Transactional Content;

• Use the Service or the Service to advertise or solicit others to purchase any product or service that is not related to the Service, including, without limitation, distributing email messages or advertising and promotional materials;

• Attempt in any way to solicit any user of the Service to join third party services or websites that are in competition with the Service;

• Copy, adapt, modify, or prepare derivative works based upon another User's Content, except as expressly permitted in this Agreement;

• Use the Service for unauthorized linking, via automated devices or other means, so as to access Content;

• Upload viruses, malware, trojan horses, disruptive code, corrupt files, denial-of-service attacks, or any other harmful or disruptive materials;

• Use any device or take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure or that otherwise may adversely affect performance of the Service or restrict any other user from using or enjoying the Service or the Service;

• Attempt to reverse engineer any of the software used to provide the Service;

• Use any Content or data derived from the Service other than for the Intended Purpose; and

• Attempt to alter or vary any Content or data held within the Service.

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14.3 allrites reserves the right to remove any content from the marketplace that it deems in its sole discretion to be inappropriate.

15.1 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.

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15.2 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.

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15.3 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 or with the Standards and Practices guidelines or censorship laws in any country.