Terms and Conditions

FilmFuse, LLC (“Gorilla”) | Last Updated: November 14, 2019

1. Legally Binding Agreement & Changes to T&C

1.1 Agreement By registering for or using our Services, or by accessing or using our Site or App, you are entering into a legally binding agreement with Gorilla. This includes:

  • If using on behalf of an employer or entity, you represent you are authorized to enter this T&C
  • You must be of legal age to form a binding agreement
  • You must not be barred from accessing the Site or App under US or applicable laws
  • Clicking the confirmation button constitutes your electronic signature and acknowledgment

If you do not agree to any terms, do not click the confirmation button and do not access the Services or Site.

1.2 Changes to T&C

  • Gorilla reserves the right to update this T&C at any time
  • Changes may be notified via email or by posting on the Site
  • Changes become effective immediately upon email transmission or posting
  • Continued use of Services after changes constitutes your agreement
  • Check the “Updated” legend at the top for the most recent revision

2. Definitions

2.1 Accredited Investor As defined by the SEC in Rule 501 of Regulation D, includes:

  • Banks, savings institutions, broker-dealers, insurance companies
  • Investment companies and business development companies
  • Employee benefit plans with assets exceeding $5,000,000
  • Directors, executive officers, or general partners of the issuer
  • Natural persons with net worth exceeding $1,000,000
  • Natural persons with individual income exceeding $200,000 (or $300,000 joint) in each of the two most recent years
  • Trusts with total assets exceeding $5,000,000
  • Entities in which all equity owners are accredited investors

2.2 Code of Conduct Rules governing User conduct when using or accessing Services or Site, prescribed by Gorilla from time to time.

2.3 Company Person Any employee, officer, director, agent, representative or affiliate of the Company.

2.4 Confidential Information Content owned or controlled by a User that is:

  • Marked or designated as “confidential”
  • Disclosed under circumstances indicating confidentiality
  • Otherwise known to be confidential by a reasonable person

Ceases to be Confidential Information if:

  • User stops treating it as confidential
  • Disclosed to a third party without confidentiality obligations
  • Becomes public through no fault of any receiving User

2.5 Content Includes:

  • Images, text, messages, photographs, graphics, video, audio or other material
  • Personally identifiable information, data and other information on the Services or Site

2.6 Eligible User Profile Profile containing:

  • Email address and password
  • Payment information
  • Any other information required by the Company

2.7 Filmmaker A User representing one or more film projects through the Services or Site.

2.8 Investor A User interested in finding investment opportunities offered by Filmmakers.

2.9 Privacy Policy Gorilla’s policy on collecting, using, disclosing and managing User information.

2.10 Prohibited Activity Activities designated as prohibited, including:

  • Modifying, reverse engineering or attempting to discover source code
  • Using Services in ways that damage, disable or impair the network
  • Removing or changing copyright, trademark or proprietary notices
  • Submitting Content implying Company sponsorship or endorsement
  • Using Services to violate security of computer networks
  • Using Services in violation of any applicable law

2.11 Services All services made available on the Site, including information, features, functionality and applications.

2.12 User Any user of the Services and/or Site.

3. Gorilla Services, Related Undertakings and Limitations

3.1 Right to Use Services

  • Non-exclusive, revocable, non-assignable, non-transferable right to access and use subscribed Services
  • Services and Site protected by US and international copyright and trademark laws
  • No right to use Gorilla’s trademarks, trade names, logos or domain names unless expressly provided

3.2 Restrictions and Obligations You agree to:

  • Not modify, adapt or create derivative works of another User’s Content
  • Attribute the Site as source of any information obtained from it
  • Update Content upon request by Gorilla
  • Permanently delete Content when requested by Gorilla or the providing User
  • Not use Services to compete with Gorilla
  • Not sublicense, transfer or resell your access rights
  • Not use data mining, robots or scraping tools
  • Not circumvent or disable any security features

3.3 License to Your Content By uploading Content you grant Gorilla a:

  • Non-exclusive, non-transferable
  • Royalty-free, fully paid-up
  • Irrevocable, worldwide right and license
  • To use, display, perform, reproduce and make available your Content through Services

3.4 Ownership

  • You retain all rights to your own Content
  • Gorilla exclusively owns all rights to the Services, Site and all other Content
  • Gorilla owns all metadata generated from your Content

3.5 Subscriptions and Fees

  • Monthly subscriptions: billed monthly in advance
  • Annual subscriptions: charged at time of purchase
  • Late payments subject to 1% monthly charge
  • Cancellation of monthly subscription: effective at end of current month
  • Cancellation of annual subscription within 180 days: 50% refund of fees paid
  • No refund for annual subscription cancellation after 180 days
  • Per-transaction fees are non-refundable

3.6 Accredited Investors

  • All prospective Investors must complete an Accredited Investor Questionnaire
  • Gorilla does not verify representations made by Users
  • No guarantee that design prevents prior Filmmakers from being introduced to new Investors

3.7 Display and Communications

  • Users can set filters to control who sees their Confidential Information
  • Gorilla makes commercially reasonable efforts to respect these filters
  • No guarantee against software bugs or hacker attacks
  • No guarantee other Users will respect confidentiality conditions

3.8 Reservations and Limitations Gorilla reserves the right to:

  • Monitor, modify, suppress or delete any Content at any time
  • Temporarily or permanently modify, suspend or discontinue Services
  • Terminate User access without notice
  • Delete User accounts for any or no reason
  • Refuse registration or cancel accounts at its discretion
  • Access, read and disclose information to comply with law or protect rights
  • Remove Content alleged to be infringing
  • Not recommend or endorse any films for investment
  • Not verify accuracy or completeness of any Content

3.9 Compliance with Law Users must comply with all applicable:

  • Federal, state, local and international laws
  • Privacy laws
  • Export and import laws and regulations

4. Your Obligations

4.1 Requirements of Membership

  • You have the right and capacity to enter into this T&C
  • You will cease all access if your use violates any law

4.2 Confidentiality Obligations

  • Hold Confidential Information in strict confidence
  • Do not disclose to anyone other than Authorized Persons
  • Use only for determining whether you will enter into a business transaction
  • Authorized Persons include accountants, attorneys, financial advisors and banks bound by confidentiality
  • May disclose if legally compelled by court order or subpoena, with prior notice to Discloser
  • Must destroy and permanently delete all Confidential Information within 10 days upon request

4.3 Minimum Age

  • Investors: must be at least 18 years old
  • Other Users: must be at least 13 years old
  • Users under 18 must have parent or guardian authorization

4.4 Eligible User Profile

  • Maintain an accurate and complete profile at all times
  • Keep username and password confidential
  • Notify Company immediately of any unauthorized account use
  • You are responsible for all activities on your account

The following are excluded from an Eligible User Profile:

  • Use of a false name or another person’s email
  • Username containing another person’s rights without authorization
  • Submission of false or misleading information

4.5 Professional Conduct Conduct yourself in a professional and respectful manner in all interactions with Gorilla and other Users.

4.6 Content Requirements

  • Only provide Content you have the right to share
  • You warrant you have all necessary intellectual property rights
  • Content must comply with all applicable laws
  • Gorilla does not endorse or verify accuracy of any Content
  • You may be exposed to Content you find offensive — Gorilla bears no liability for this

4.7 Investment Requirements

  • Gorilla does not provide investment, legal, tax, financial or accounting advice
  • Gorilla is not acting as an advisor or fiduciary
  • You are solely responsible for complying with applicable investment laws
  • You must obtain appropriate professional advice to protect your interests

4.8 Using the Services You agree to:

  • Not violate Gorilla’s Code of Conduct
  • Not engage in any Prohibited Activity
  • Not claim ownership of other Users’ Content
  • Not copy or distribute other Users’ Content without permission
  • Not attempt to access source or object code of Services
  • Not use Services to market investment advisory services requiring broker-dealer registration

4.9 Indemnification You agree to indemnify and hold harmless the Company from:

  • Claims arising from your use of Services or Site
  • Violations of this T&C
  • Infringement of intellectual property or other rights
  • Any Content you make available through Services

You hereby release Gorilla from any claims related to the Services, Site or Content.

4.10 Licensing and Promotion

  • Content you upload may be viewable by other Users and through third party services
  • You waive any Moral Rights with respect to Content provided
  • Gorilla may promote you, your company and films to the Gorilla community
  • Gorilla is not obligated to compensate you for activities on Gorilla
  • Gorilla is not obligated to provide any Updates to Services

4.11 Comments and Feedback

  • All comments, feedback and submissions are treated as non-confidential
  • All forum posts and communications with Company are deemed part of your submitted Content

4.12 API Usage Use of any Gorilla API is subject to this T&C and the Gorilla API Rules.

4.13 No Partnership or Agency

  • This T&C does not establish a partnership, agency or joint venture
  • No User has authority to bind Gorilla or make representations on its behalf

5. Privacy and Protection of Personal Information

  • Gorilla values your privacy — refer to the Privacy Policy for details
  • Gorilla is the sole owner of all information it collects
  • By using Services you consent to transfer of your information to the US and/or other countries
  • Industry-standard security measures are used to protect information
  • Complete security cannot be guaranteed against third-party hackers

6. Disputes with Others

  • Gorilla reserves the right but has no obligation to monitor or manage User disputes
  • You release and agree to indemnify the Company from all claims arising from disputes with other Users

7. Disclaimers and Limitations of Liability

7.1 No Warranties

  • Services and Site provided on an “AS IS” and “WHERE IS” basis
  • No warranties of merchantability, fitness for purpose, title or non-infringement
  • No warranty as to reliability, accuracy, timeliness or completeness of Services

7.2 No Liability for Third Parties

  • Company is not liable for conduct of third parties or other Users
  • Not responsible for technical malfunctions of telephone networks, computer systems or software
  • Not responsible for any loss or damage to Content or personal injury

7.3 Limitation of Liability

  • Company will not be liable for any indirect, incidental, consequential, special or punitive damages
  • Company’s aggregate liability shall not exceed fees paid by you in the 3 months preceding the claim
  • This limitation is an essential element of this T&C

8. Term and Termination

  • T&C remains in effect while you use the Site or Services
  • You may terminate by deleting all Content, closing your account and ceasing use
  • Company may terminate if you violate any provision
  • Upon termination you must destroy all Content owned by Company or other Users
  • Sections 3, 4, 7, 8 and 10 survive termination

9. Copyright Policy

9.1 DMCA Compliance Gorilla respects intellectual property rights and responds to valid copyright infringement notices.

9.2 How to File a Copyright Claim Send notice to copyrightviolations@Gorilla.bz including:

  • Physical or electronic signature of copyright owner
  • Identification of the copyrighted work infringed
  • Identification of the infringing material and its location
  • Your contact information (address, phone, email)
  • Statement of good faith belief that use is unauthorized
  • Statement that information is accurate under penalty of perjury

9.3 Copyright Agent

9.4 Repeat Infringers

  • Gorilla reserves the right to remove infringing Content without notice
  • Repeat infringers may have their accounts terminated

10. Miscellaneous

10.1 Governing Law

  • Governed by the laws of the State of Mississippi
  • Disputes litigated in state and federal courts in Oxford, Mississippi
  • Convention on Contracts for the International Sale of Goods is disclaimed

10.2 Injunctive Relief

  • Company is entitled to injunctive or equitable relief for any breach
  • You waive all rights to seek injunctive relief and limit claims to monetary damages

10.3 Informal Negotiations

  • Parties agree to negotiate disputes informally for at least 30 days before arbitration
  • Written notice sent to: legal@Gorilla.bz

10.4 Binding Arbitration

  • Unresolved disputes resolved by binding arbitration in Oxford, Mississippi
  • Conducted under American Arbitration Association (AAA) Commercial Arbitration Rules
  • Arbitration fees governed by AAA Rules
  • May be conducted in person, by document, phone or online
  • Arbitrator must follow applicable law

10.5 Arbitration Restrictions

  • Arbitration limited to disputes between Company and you individually
  • No class-action arbitration permitted
  • No representative capacity arbitration on behalf of general public

10.6 Exceptions to Arbitration The following are NOT subject to arbitration:

  • Disputes involving intellectual property rights
  • Allegations of theft, piracy or unauthorized use
  • Claims for injunctive relief

10.7 Waiver and Severability

  • Failure to enforce any provision is not a waiver of that right
  • If any provision is found unenforceable, remaining provisions stay in effect

For questions or concerns, contact Gorilla at legal@Gorilla.bz