Interpretation.

In this contract unless the context otherwise requires:
"Contract" means the agreement between The Company and the Prospective Subscriber incorporating these conditions, the registration form displayed and completed online or offline and the fees charged;
"Freelancer" means a self-employed artist seeking specific assignments;
"Permanent Employment" means any employment in excess of six months;
"the Service" means the provision of an electronic database platform to facilitate the establishing of contacts between Subscribers;
"Subscriber" means a Freelancer or an Organisation licensed by The Company to use the Service under a Contract;
"Subscription Fee" means the Annual Registration fee and the Transaction fees.
"The Company" means VFX FREELANCER;
"Annual Registration Fee" means the annual fee relating to the Service;
"Site" means the VFX FREELANCER network site at www.vfxfreelancer.com;
"Password" means the unique word provided by VFX to the Subscriber to enable the Subscriber to access the Site;
"Reactivation Fee" means the fee required to reactivate the Service once suspended and is equal to the maximum annual subscription;
"VFX" means VFX FREELANCER;
"Disclosure Fee" means a fee equal to 5 times the maximum annual Subscription Fee.
"Primary Email Address" means the email address given at registration.
"Showreel" means a collection of video clips put together, with or without music, to demonstrate the work of the Freelancer

1. Registration, Access & Password

1.1 Access to VFX'S site is by password only.

1.2 VFX will issue all Subscribers with a Password on condition that the Subscriber agrees to accept responsible for ensuring that the Password will remain confidential.

1.3 The Subscriber agrees to accept responsibility for all uses of their Password whether authorised or not. Further, the Subscriber also agrees to notify VFX if the Subscribers Password is used without authorisation.

2. Maintaining Details

2.1 The Subscriber warrant that:

2.2 Information (whether stored or sent over the Site) will not contain any material which is (or the assessing of which) would be obscene, offensive, defamatory or a criminal offence or otherwise unlawful;

2.3 All necessary licenses and consents (including those from third party licensors) have been obtained and that the Subscriber will comply with all legislation, instructions or guidelines issued by regulatory authorities, relevant licensors and any other codes of practice which relate to information or are applicable or relevant to The Subscriber and/or Freelancer.

2.4 The Subscriber agrees to immediately notify VFX of any changes to the information that is provided when registering for the Service, and the Subscriber warrants that all information supplied at the time of registration of the Service, and any changes notified to those details will be true, complete and accurate in all respects

2.5 Freelancers will ensure that their availability to accept assignments are clearly stated and updated whenever necessary.

2.6 If the Subscriber, on three on more occasions, fails to provide accurate details, or to ensure that the details provided are updated, then VFX will suspend the Service without warning. During suspension the Subscriber will be denied access to the Site, and their details will be removed from the database.

2.7 To reactivate the Service the Subscriber will be required to pay the Reactivation Fee. This fee is in addition to the usual Subscription Fee.

2.8 Subscribers seeking Freelancers agree to immediately notify VFX if inaccuracies are discovered in a Freelancer's details, including, but not limited to, the Freelancer's availability.

2.9 The Subscriber agrees to indemnify and keep VFX indemnified fully and effectively against all actions, proceedings, claims, demands, costs (including legal costs on a fully indemnity basis) which VFX may sustain or incur as a result of any breach by the Subscriber and/or the Freelancer of the Provisions of this Condition 2.

3. Fees

3.1 Unless otherwise specified;

3.2 Subject to VFX's Refund Policy the Registration fee is none refundable;

3.3 The Registration Fee is payable annually in advance, the first payment being due prior to the Commencement Date and thereafter on each twelve month anniversary of the Commencement Date during the continuance of the Service;

3.4 If the Subscriber wishes to cancel its subscription it should notify VFX of its decision providing VFX with at least one months notice prior to the anniversary of the Commencement Date.

3.5 VFX reserve the right to charge a Subscribing Organisation an additional fee of £1000 if a Subscribing Freelancer is offered Permanent Employment as a result of using the Service.

3.6 VFX reserve the right to charge interest on any amounts that remain outstanding in excess of 28 days from the invoice date. Interest will be calculated at 5% per annum above the base rate of VFX's Bankers, and will accrue from the invoice date up until any outstanding amounts are paid.

4. Agreements Between Subscribers / Contracts of Employment

4.1 VFX provide an introductions service for Subscribers. VFX are not party to any agreements or contracts, whether temporary or permanent, which are agreed between Subscribers.

4.2 The Subscribing Organisation agrees to notify VFX immediately when agreements or contracts are entered into between Subscribers.

5. References

5.1 The Subscribing Organisation agrees to take up all references provided by the Subscribing Freelancer, and to investigate the Subscribing Freelancer's suitability for the proposed position, prior to entering into an agreement or contract. Such investigations will include, but are not limited to, investigations into qualifications, capabilities, integrity and medical history.

5.2 Further the Subscribing Organisation is solely responsible for ensuring the acceptability of the Subscribing Freelancer. VFX will not accept any responsibility, howsoever arising from the unsuitability of the Subscribing Freelancer.

6. Warranty

6.1 No representations or warranties of any kind are made by VFX with respect to services or data made available by VFX or its Subscribers including, but not limited to, representation or warranties relating to suitability, fitness for purpose, satisfactory quality and copyright.

6.2 VFX assumes no responsibility for, and the Subscriber agrees that VFX will not be held liable for, any special, incidental; indirect, punitive or consequential damage howsoever arising.

6.3 Further VFX will not accept responsibility for, and the Subscriber agrees that VFX will not be held liable for, loss of profit, revenue or data arising out of the subject matter of this Contract.

6.4 The Subscriber expressly agrees that it uses this Service at its own risk. Neither VFX nor any of its employees or agents warrants that the Service will be uninterrupted or error free, nor does VFX or any of its employees or agents make any warranties or representations as to the results to be obtained by using this service.

7. Confidentiality

7.1 All information supplied to VFX in connection with this Contract shall be kept in strictest confidence and shall not be disclosed to any third party unless required by the laws of any competent jurisdiction or by any national or international regulatory authority or is necessary for the proper performance of our respective obligations under this Contract. This obligation of confidentiality will not apply to any information, which is in the public domain or was known by the recipient prior to disclosure pursuant to this Contract.

7.2 Subscribing Organisations agree to ensure that details of Freelancers obtained from the VFX are kept confidentially and will not be disclosed to any other person or company.

7.3 Further, if contrary to the above term 7.2, information is passed to a non-subscribing person or company, the Subscriber whom VFX deem responsible for disclosing the information agrees, if requested to do so by VFX, to pay a Disclosure Fee.

7.4 The Subscriber agrees that VFX may contact them periodically to provide new, relevant information or offers, which VFX believes, will be of interest to the Subscriber.

7.5 All uses of personal information will be in accordance with the Provisions of VFX's Privacy Policy Statement.

7.6 Further, Subscribing Organisations may not undertake any marketing or public relations activity in connection with the Service provided, without VFX's prior approval.

7.7 During subscription of the Service and for 5 years following termination of the subscription, the Subscribing Organisation agrees not to develop a competing product.

8. Licence

8.1 The subscriber is granted personal, non-transferrable and nonexclusive right to copy the Show Reel you have selected onto your computer hard drive and to use the Show Reel in the following prescribed manner only.

8.1.1 for personal research or private study, and assessment purposes only, and

8.1.2 must not be made available via websites on the world wide web,

8.1.3 it may only be made available on an intranet system on condition that the intranet site is not available to the public,

8.1.4 use for non-commercial reasons only, and

8.1.5 that downloaded preview files must not be removed from you're the computer cache of you computer.

8.2 The subscriber is granted the personal, non-transferrable, and non-exclusive right to copy the Show Reel you have selected into your computer cache on condition that it is used in accordance with the criteria specified above in 8.1.

8.3 Each downloaded image must not be edited into any form of traditional television or radio programme, re-voiced, re-edited or changed in any way.

8.4 Subject to the terms of this Contract, Subscribers may use Showreel/s and/or Video Streaming, (Downloaded Image Files), on a non-exclusive, non-transferable basis, but only to the extent necessary for the Subscriber to access the Service.

8.5 The Subscriber must not transfer, assign or sub-licence the right to use Downloaded Showreel/Image Files, or attempt to do so.

8.6 Each Downloaded Showreel/Image File must be used in linear form and may not be edited into any form of traditional television or radio program, re-voiced, re-edited or changed in anyway.

8.7 Downloaded Showreel/Image Files shall not be altered or used in any manner whatsoever.

8.8 Unless expressly permitted by these terms and conditions the following are strictly prohibited unless VFX have previously provided written consent:

8.8.1 Use of any downloaded Showreel/Image Files other than in accordance with these terms and conditions;

8.8.2 Any creation of a derivative of a downloaded Showreel/Image File;

8.8.3 Use of any downloaded Showreel/Image file in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter is strictly prohibited;

8.8.4 Use of any downloaded Showreel/Image files in a way that violates a depicted person's right of privacy or publicity, or to infringe on any trademark, trade name, or service mark is strictly prohibited;

8.8.5 Use of any downloaded Showreel/Image files to promote a business that sells or licenses moving or photographic images, or otherwise competes with VFX in any manner is strictly prohibited;

8.8.6 Transferring, exporting or shipping downloaded Showreel/Image files into any country or use any downloaded Showreel/Image file in any manner prohibited by any export law, restrictions or regulations.

8.8.7 Using, copying, archiving, publishing, distributing, republishing, transmitting, sub-licensing, re-licensing, renting, leasing or otherwise dealing with any downloaded Showreel/Image file.

8.8.8 Further you agree to ensure that the actions listed in 8.8.7 will only be conducted by an authorised subscriber.

8.8.9 Copying or publishing any downloaded Showreel/Image file to a network or bulletin board, or otherwise distributing or allowing any of the downloaded Showreel/Image files to be distributed to or used by anyone other than the authorised users;

8.8.10 Removing any copyright, watermarks or other notices contained in any downloaded Showreel/Image file.

8.9 The subscriber acknowledges that the Service may be offered to others who may or may not be in direct competition with you. The Subscriber agrees that VFX will not be liable for any special, incidental, indirect, punitive, or consequential damages or for loss of profit, revenue, or income arising out of this Contract.

8.10 All downloaded Showreel/Image files remain the property of VFX. You will not acquire any right, property or interest in or to any downloaded Showreel/Image file, including without limitation, any electronic reproduction or promotional rights, and you will not make, authorise or permit any use of the digital files made there from other than as specified herein.

9. Copyrights

9.1 The Subscriber represents to VFX that they, the Subscriber, have obtained all rights relating to any information and or material submitted to VFX for inclusion on the Site. Further the subscriber authorises VFX to include all artwork, video and audio for display on the Site; this work is for self-promotional purposes only and all work is protected under the copyright laws of England and Wales.

9.2 VFX reserve the right to refuse the entry of any information or other material onto the Site and all submissions must conform to VFX specifications.

9.3 The Subscriber agrees to indemnify and keep VFX indemnified fully and effectively against all actions, proceedings, claims, demands, costs (including legal costs on a fully indemnity basis) which VFX may sustain or incur as a result of any breach by the Subscriber of the Provisions of this Condition 9.

9.4 VFX's copyright information and image file identification number must be retained with the digital files while you retain them.

10. Limitation of Liability

10.1 The Subscriber expressly agrees that the use of this Service it at their own risk.

10.2 The Services are distributed on an "as is" basis without warranties of any kind, either expressed or implied including but not limited to warranties of title or implied warranties of satisfactory quality of fitness for a particular purpose or otherwise, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to the Service.

10.3 Neither VFX or its employees or agents shall be liable for any direct, indirect, incidental, special or consequential damages arising out of the use of the Service or inability to use the Service or out of a breach of warranty.

11. Third Party Content

11.1 VFX undertakes no responsibility to review the contents of any information provided to you, including but not limited to information accessed through links to other sites and by using the Service the Subscriber agrees that VFX shall have no liability for such content.

12. Improper Use

12.1 The service must not be used:

12.1.1 Fraudulently or in connection with a criminal offence;

12.1.2 To send, receive, upload, download, use or re-use any material which is offensive, abusive indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;

12.1.3 To cause annoyance, inconvenience or needless anxiety whether to VFX, or any other Subscriber or any other person by any means.

12.1.4 In a way, whether knowingly or otherwise, which would impair the operation of the Site or Service or put it in jeopardy.

12.1.5 For any destructive or unlawful purpose, including but not limited to the dissemination of computer viruses.

12.1.6 By any person, company, or organisation for financial gain save solely for the purpose of artistic employment of a Freelancer by the Subscriber solely within the Subscriber's artistic business

12.2 VFX make no representations or warranties that VFX and/or any third party plug-in's are or will be free of computer viruses.

12.3 The Subscriber must not access the Site through unauthorised means.

13. Disclaimer

13.1 VFX assumes no responsibility or liability whatsoever for any damage suffered by the Subscriber their employees or agents, for any damage suffered by you whether as a result of corruption, virus or otherwise, to hardware, software or other property.

13.2 You agree that all of the materials on the pages of the website including the contractor information and designs or any work samples attached thereto, have been prepared to provide general information about the services offered by VFX. VFX does not offer the content of the web pages in any legal capacity and makes no representation or warranty as to the authenticity of any material published on its website. Appropriate professional advice should be taken before taking or refraining from any action based on the contents of the web pages.

13.3 VFX retains the copyright in the contents of its website pages and reserves all its rights. VFX grants permission to members to access the pages solely for the purpose of gaining employment or employees. VFX web pages may not be reproduced on any other website or otherwise re-distributed or modified.

14. Content on the Website

14.1 VFX shall use its best endeavours, including obtaining warranties from the Freelancer, to ensure that all material represented on the Site is original work of the Freelancer and, that there no restrictions on its publication or use by VFX or the Subscriber.

14.2 In the event that the Subscriber, or any third party, shall bring to the attention of VFX any alleged copyright infringement relating to any material available on the web pages of VFX, VFX shall as soon as practicable remove the offending material from its Site. VFX shall take all reasonable steps to procure that any Subscriber, who has accessed or received such material shall remove such material and/or return, at the discretion of VFX, the said material for destruction, whether held on hard disk, DVD or any other medium.

14.3 The Subscriber hereby acknowledges that such action by VFX shall represent a full discharge of all or any legal obligations VFX may have in relation to said material, in respect of which, the Subscriber owns the copyright, or any other intellectual property right.

14.4 The Subscriber agrees that upon receipt of evidence of such steps being taken to, it shall have no further claim or right to take action against VFX in relation to such circumstances.

15. General

15.1 All content of the Site is copyrighted and may not be reused by any other site, modified, or distributed without written permission of VFX.

15.2 The Services may not be used by you for commercial email or wireless solicitations, advertising, offensive or illegal communications; communications which infringe intellectual property rights, communications which harass, intimidate or otherwise violate the rights of others, and communications which are deemed by VFX to be profane, racist or otherwise inflammatory.

15.3 These Terms and Conditions may be modified by VFX at any time by publication through the Services.

15.4 If any of the provisions of this Agreement is judged to be illegal, unreasonable or unenforceable, the rest of these Terms and Conditions of Use will continue to apply.

15.5 Any delay on the part of VFX to enforce its rights under this Agreement will not prejudice or restrict its rights and no waiver of any such rights will be deemed to be a waiver of any other right or of any later breach.

15.6 Any Notices sent pursuant to this Agreement will be effective, 24 hours from the time of sending if sent to your primary Email address.

15.7 These Terms and Conditions will be governed in accordance with the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

15.8 All material contained in this Site is protected by international trademark and copyright law. The reproduction, duplication, distribution (including but not limited to email, facsimile or other electronic means), publication, modification, copying or transmission of material from this Site is strictly prohibited unless prior written consent is obtained from VFX, or unless expressly permitted under these terms and conditions.

15.9 Requests for permission to reproduce, or distribute, materials found on this Site can be made by contacting VFX in writing.

15.10 The material covered by this prohibition include, without limitation, any text, graphics, logos, photographs, audio or video material or stills from audiovisual material available on this Site. The use of materials from this Site on any other Website or networked computer environment is similarly prohibited.

15.11 No contract will be exists between VFX and the Subscriber until you confirm that you are over 18 years of age, and if you are entering into this agreement on behalf of a Subscribing Organisation, until you have confirmed that you have the necessary authority to do so.

15.12 When you have confirmed the information in 15.11, above you will have entered into a legally binding agreement, and at which point VFX will enable you to upload/download Showreel. You will be entitled to upload/download information throughout the subscription period, subject to the provisions of this agreement.

15.13 Upon expiry of the subscription the subscriber agrees to delete all or any Showreel/image files from all electronic and removable media and destroy and destroy any other copies of the same, unless VFX provides written authorisation to retain the said Showreel/image files.

15.14 All rights not specifically granted to you are reserved to VFX.