Producer Terms & Conditions

Please read these terms and conditions (the “Agreement”) carefully as they contain important information  about your legal rights, remedies and obligations. By accessing and/or using the Services (as defined  below), you agree to comply with and be bound by this Agreement.  

If you wish to use the Services, please click the “I agree and confirm” button to acknowledge acceptance  of the Agreement.  

Interpretation 

The definitions and rules of interpretation in this clause apply in this Agreement. 

1.1. 

Agreement: the Online Registration Form and these terms and conditions; 

Applicable Law: all applicable laws, enactments, rules, regulations, orders, regulatory policies, regulatory permits and licences, and any mandatory instructions or requests of a regulator, in each case which are in force from time to time; 

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; 

Commission Fees: the commission fees payable by the Location Owner to JJ at the rate of 10% of the Location Fee received; 

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7; Controller: as defined in the Data Protection Legislation; 

Data Subject: as defined in the Data Protection Legislation; 

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); 

Documentation: the documents made available to the Location Owner by JJ online via https:// film-locations.co.uk, or such other web address as notified by JJ to the Location Owner from time to time, including (but not limited to) user instructions for the Platform; 

Effective Date: the date the Location Owner completes the Online Registration Form and receives a unique username and password, as described in clause 2.1 below; 

Intellectual Property Rights: patents, trademarks, service marks, design rights, domain names, database rights, registrations and applications for registration for any of the foregoing, copyright and all rights in the nature of copyright, trade secrets, know-how and other industrial and intellectual property rights, wherever subsisting; 

Location: all or part of the house(s), apartment(s), warehouse(s), hotel(s) or any other location  listed for hire on the Platform;  

Location Fee: the location fee agreed between the client and the Location Owner for hiring the  Location;  

Location Owner Data: the data (in whatever format) inputted by the Location Owner for the  purpose of using the Services;  

Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day;  

Online Registration Form: the online registration form that the Location Owner completes  through the Website to request membership of the Platform;  

Personal Data: as defined in the Data Protection Legislation;  

Personal Data Breach: as defined in the Data Protection Legislation;  

Platform: means the online platform known as “Film Locations” which connects owners of  property who have properties to list and hire, with clients seeking to use such properties  as locations in connection with media projects (including film, television, commercials,  photographic shoots, music videos, internet virals and other events);  

Processing: as defined in the Data Protection Legislation;  

Processor: as defined in the Data Protection Legislation;  

Records: the books, records and contracts of the Location Owner; 

Services: means the provision, by JJ to the Location Owner, of access to and use of the Platform  and the Documents in accordance with the licence set out at clause 3.1 and the terms of this  Agreement;  

Software: the online software applications provided by JJ as part of the Services, including the  Platform;  

Stripe: the secure online payments platform operated by Stripe, Inc. which is integrated into the  Website;  

Subscription Fees: the subscription fees payable by the Location Owner to JJ for the Services,  as set out at https://film-locations.co.uk as at the Effective Date, or as varied from time to time in  accordance with clause 6.5;  

Transaction Date: the date on which the Location Owner receives payment of the Location Fee  from the client;  

Virus: any thing or device (including any software, code, file or programme) which may: prevent,  impair or otherwise adversely affect the operation of any computer software, hardware or  network, any telecommunications service, equipment or network or any other service or device;  prevent, impair or otherwise adversely affect access to or the operation of any programme or  data, including the reliability of any programme or data (whether by re-arranging, altering or  erasing the programme or data in whole or part or otherwise); or adversely affect the user  experience, including worms, trojan horses, viruses and other similar things or devices; and  

Website: https://film-locations.co.uk or such other website as may be notified by JJ from time to  time.  

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3. A person includes an individual, corporate or unincorporated body (whether or not having  separate legal personality) and that person’s legal and personal representatives, successors or  permitted assigns.  

1.4. A reference to a company shall include any company, corporation or other body corporate,  wherever and however incorporated or established.  

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the  plural shall include the singular and a reference to one gender shall include a reference to the  other genders.  

1.6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of  this Agreement. A reference to a statute or statutory provision shall include all subordinate  legislation made as at the date of this Agreement under that statute or statutory provision.  

1.7. A reference to writing or written includes e-mail.  

1.8. References to clauses and schedules are to the clauses and schedules of this Agreement;  references to paragraphs are to paragraphs of the relevant schedule to this Agreement.  

LOCATION OWNER REGISTRATION  

2.1. The Location Owner will become a member of the Platform and entitled to use the Services on  the date (the “Effective Date”) the Location Owner has completed the Online Registration Form  via the Website, has been provided with a unique username and password to access the Platform  and has paid the Subscription Fees or selected to make payment by Commission Fees.  

2.2. The Services are intended solely for persons who are 18 or older. Any access to or use of the  Services by anyone under 18 is expressly prohibited. By accessing or using the Services, the  Location Owner represents and warrants that he/she is 18 or older.  

2.3. Each Location Owner warrants that he/she:  

2.3.1. is either the lawful owner of the property or properties he/she lists on the Platform or a  legally authorised representative of the owner of the property or properties he/she lists on  the Platform;  

2.3.2. has no knowledge of any reason why he/she may not be entitled to upload details of the  relevant property or properties to the Platform; and  

2.3.3. has all the necessary legal consents, licences and permissions required to input the  details of the property or properties concerned on the Platform and to use the Services,  and to enable JJ to include said property details on the Platform for viewing by potential  clients.  

SERVICES  

3.1. JJ hereby grants to the Location Owner (subject to payment of the Subscription Fees if  applicable), a non-exclusive, non-transferable right, without the right to grant sub-licences, to  access and use the Platform and the Documentation. 

3.2. The Location Owner acknowledges that use of the Platform in accordance with clause 3.1  includes (but is not limited to) the right to upload details (including images) of a property that he/ she owns or is legally authorised to represent, for inclusion on the Platform. The Location Owner  acknowledges that a member of the public will be able to browse for properties to use as  locations through the Website and contact the Location Owner in relation to the same directly.

3.3. By registering with the Platform in accordance with clause 2, the Location Owner agrees to the  contact details he/she has supplied on setting up his/her profile on the Platform being made  available on the Website, for potential clients to use to communicate and transact directly with  such Location Owner when seeking to book a location.  

JJ UNDERTAKINGS AND OBLIGATIONS 

4.1. JJ shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned and/or unscheduled maintenance performed outside Normal Business Hours, provided that JJ has used reasonable endeavours to give the Location Owners at least 6 Normal Business Hours’ notice in advance. 

4.2. JJ undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. 

4.3. The undertaking at clause 4.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to JJ’s instructions, or modification or alteration of the Services by any party other than JJ or JJ’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, JJ will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Location Owner with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Location Owner’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.2. Notwithstanding the foregoing, JJ: 

4.3.1. does not warrant that the Location Owner’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Location Owner through the Services will meet the Location Owner’s requirements; and 

4.3.2. is not responsible for any delays, delivery failures, or any other loss or damage  resulting from the transfer of data over communications networks and facilities,  including the internet, and the Location Owner acknowledges that the Services, the  Platform and Documentation may be subject to limitations, delays and other  problems inherent in the use of such communications facilities.  

LOCATION OWNER CONDUCT, UNDERTAKINGS AND OBLIGATIONS 

5.1. The Location Owner undertakes that he/she shall keep the username, password and account details for his/her use of the Services, Platform and the Documentation, confidential. In the event that the Location Owner becomes aware of any unauthorised access or use of his/her account, he/she shall promptly notify JJ of the same. 

5.2. The Location Owner shall be fully responsible for all activities that occur under his/her account (including any unauthorised access or use of the Service under his/her account). The Location Owner shall permit JJ to audit the Services and should such audit reveal that any password has been provided to any individual who is not the Location Owner, then without prejudice to JJ’s other rights, JJ shall promptly disable such password and may choose not issue any new passwords to any such person. 

5.3. The Location Owner shall abide by any guidelines provided by JJ and set out in the Documentation when using the Platform and Services. In particular, the Location Owner shall upload details of properties for the purposes of creating a listing in line with the Documentation and hereby acknowledges and agrees that he/she will be solely responsible for the accuracy, completeness and reliability of the property details he/she provides for inclusion on the Platform. 

5.4. The Location Owner shall not access, store, distribute or transmit any Viruses, or any material during the course of his/her use of the Services that: 

5.4.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or  racially or ethnically offensive;  

5.4.2. facilitates illegal activity;  

5.4.3. depicts sexually explicit images;  

5.4.4. promotes unlawful violence;  

5.4.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation,  disability; or  

5.4.6. is otherwise illegal or causes damage or injury to any person or property;  

and JJ reserves the right, without liability or prejudice to its other rights to the Location Owner, to  disable the Location Owner’s access to any material that breaches the provisions of this clause.  

5.5. The Location Owner shall not:  

5.5.1. restrict, inhibit or prevent any other Location Owner from using or enjoying the  Services, Platform or Documentation; or  

5.5.2. except as may be allowed by any Applicable Law which is incapable of exclusion by  agreement between the parties and except to the extent expressly permitted under  this Agreement:  

5.5.2.1. attempt to copy, modify, duplicate, create derivative works from, frame,  mirror, republish, download, display, transmit, or distribute all or any  

portion of the Software and/or Documentation (as applicable) in any form  

or media or by any means; or  

5.5.2.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or  otherwise reduce to human-perceivable form all or any part of the Software.  

5.5.3. impersonate any person or entity or misrepresent his/her affiliation with any other  person or entity; or  

5.5.4. access all or any part of the Services, Platform and Documentation in order to build a  product or service which competes with the Services and/or Platform and/or  Documentation; or  

5.5.5. use the Services and/or Platform and/or Documentation to provide services to third  parties; or  

5.5.6. engage in spamming, flooding, harvesting of email addresses or other personal  information, spidering, screen scraping, database scraping, or any other activity with  the purpose of obtaining lists of users or other information (including any activity  which involves accessing or using cookies for purposes which are unrelated to the  Services); or  

5.5.7. subject to clause 20, license, sell, rent, lease, transfer, assign, distribute, display,  disclose, or otherwise commercially exploit, or otherwise make the Services and/or  Platform and/or Documentation available to any third party; or  

5.5.8. attempt to obtain, or assist third parties in obtaining, access to the Services and/or  Platform and/or Documentation;  

and JJ reserves the right, without liability or prejudice to its other rights to the Location Owner, to  immediately suspend the Location Owner’s access to the Platform and Documentation and/or  immediately terminate the Location Owner’s access to and membership of the Platform and  Documentation, in the event that the Location Owner breaches any of the provisions of this  clause.  

5.6. Each Location Owner shall:  

5.6.1. provide JJ with all necessary co-operation in relation to this Agreement;  

5.6.2. abide by any guidelines issued by JJ for the Services or the Platform from time to  time;  

5.6.3. comply with all Applicable Laws with respect to its activities under this Agreement;  

5.6.4. carry out all other Location Owner responsibilities and obligations set out in this  Agreement in a timely and efficient manner;  

5.6.5. use the Services, Platform and the Documentation in accordance this Agreement;  

5.6.6. create a user profile for Stripe and provide such Personal Data as is required for  this purpose (including bank details for receipt of the Location Fee from the client  and payment of the Commission Fee to JJ);  

5.6.7. be solely responsible for procuring and maintaining his/her network connections  and telecommunications links from his/her systems to JJ’s data centres, and all  problems, conditions, delays, delivery failures and all other loss or damage arising  from or relating to the Location Owner’s network connections or  telecommunications links or caused by the internet.  

CHARGES AND PAYMENT 

6.1. In consideration for the Services, the Location Owner shall pay the Subscription Fees or the Commission Fees (as selected by the Location Owner in the Online Registration Form) to JJ in accordance with this clause 6. 

6.2. The Location Owner shall, on the Effective Date, provide Stripe with valid, up-to-date and complete credit card details acceptable to JJ and any other relevant valid, up-to-date and complete contact and billing details in accordance with clause 5.6. The Location Owner hereby authorises JJ to bill such credit card: 

6.2.1. on the Transaction Date for the Commission Fees; 

6.2.2. on the Effective Date for the Subscription Fees payable on that date, being a monthly subscription fee or an annual subscription fee (as varied from time to time in accordance  with clause 6.5); and  

6.2.3. subject to clause 13.1, on the monthly anniversary of the Effective Date (in the case of  monthly subscriptions) or on the anniversary of the Effective Date (in the case of annual  subscriptions), for the Subscription Fees payable on that date (as varied from time to time  in accordance with clause 6.5).  

6.3. If JJ has not received payment 7 days after the due date, and without prejudice to any other rights  and remedies of JJ, JJ may, without liability to the Location Owner, disable the Location Owner’s  password, account and access to all or part of the Services and JJ shall be under no obligation to  provide any or all of the Services while the Subscription Fees or Commission Fees concerned  remain unpaid. 

6.4. All amounts and fees stated or referred to in this Agreement:  

6.4.1. shall be paid via Stripe on the Website;  

6.4.2. shall be payable in sterling;  

6.4.3. are, subject to clause 12.3.2 non-cancellable and non-refundable; and  6.4.4. are inclusive (if applicable) of value added tax.  

6.5. JJ shall be entitled to review the Subscription Fees and/or Commission Fees at any time and  increase them upon 30 days’ prior notice to the Location Owner, and the references to  Subscription Fees and/or Commission Fees throughout this Agreement shall be deemed to have  been amended accordingly.  

AUDIT  

7.1. The Location Owner shall allow JJ and JJ’s professional auditors to access any Records of the  Location Owner as may be reasonably required in order to verify the Location Owner’s  compliance with clause 6 of this Agreement.  

7.2. JJ shall provide at least 10 Business Days’ notice in writing of its intention to conduct an audit  unless such audit is conducted in respect of a suspected fraud, in which event no notice is  required. 

7.3. JJ shall use its reasonable endeavours to ensure that the conduct of each audit does not  unreasonably disrupt the Location Owner. 

7.4. The Location Owner shall:  

7.4.1. provide JJ and its auditors with all reasonable co-operation, access and assistance in  relation to each audit; and  

7.4.2. allow JJ and its auditors to meet with the Location Owner in person and provide all  explanations reasonably necessary to perform the audit effectively.  

7.5. JJ shall pay the cost and expenses of any audit, except where the audit identifies that the  Location Owner has made an under-payment of 5% or more of the Commission Fees owed to JJ  in respect of the period covered by the audit, in which case the costs and expenses of the audit  shall be paid by the Location Owner on demand.  

7.6. If an audit identifies that the Location Owner has underpaid any Commission Fees, the Location  Owner shall pay to JJ the amount of the under-payment within 7 days from the date of receipt of a  notice to do so.  

DATA PROTECTION  

8.1. Both JJ and the Location Owner will comply with all applicable requirements of the Data  Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace,  JJ’s or the Location Owner’s obligations or rights under the Data Protection Legislation. In this  clause 7, Applicable Laws means (for so long as and to the extent that they apply to JJ) the law  of the European Union, the law of any member state of the European Union and/or Domestic UK  Law; and Domestic UK Law means the Data Protection Legislation and any other law that  applies in the UK. 

8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Location  Owner is the Controller and JJ is the Processor. Schedule 1 sets out the scope and purpose,  nature and duration of the Processing.  

8.3. Without prejudice to the generality of clause 7.1, the Location Owner will ensure that it has all  necessary appropriate consents and notices in place to enable lawful transfer of the Personal  Data to JJ for the duration and purposes of this Agreement.  

8.4. Without prejudice to the generality of clause 7.1, JJ shall, in relation to any Personal Data  processed in connection with the performance by JJ of its obligations under this Agreement:  

8.4.1. process that Personal Data solely to the extent necessary to provide the Services in  accordance with the terms of this Agreement and shall not process the Personal Data for  any other purpose other than on the documented written instructions of the Location  Owner, unless JJ is required by Applicable Laws to otherwise process that Personal  Data. Where JJ is relying on laws of a member of the European Union or European  Union law as the basis for processing Personal Data, JJ shall promptly notify the Location  Owner of this before performing the processing required by the Applicable Laws unless  those Applicable Laws prohibit JJ from so notifying the Location Owner;  

8.4.2. ensure that it has in place appropriate technical and organisational measures to protect  against unauthorised or unlawful processing of Personal Data and against accidental loss  or destruction of, or damage to, Personal Data, appropriate to the harm that might result  from the unauthorised or unlawful processing or accidental loss, destruction or damage  and the nature of the data to be protected, having regard to the state of technological  development and the cost of implementing any measures (those measures may include,  where appropriate, pseudonymising and encrypting Personal Data, ensuring  confidentiality, integrity, availability and resilience of its systems and services, ensuring  that availability of and access to Personal Data can be restored in a timely manner after  an incident, and regularly assessing and evaluating the effectiveness of the technical and  organisational measures adopted by it);  

8.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged  to keep the Personal Data confidential;  

8.4.4. not transfer any Personal Data outside of the European Economic Area unless JJ  complies with its obligations under the Data Protection Legislation by providing an  adequate level of protection to any Personal Data that is transferred;  

8.4.5. assist the Location Owner, at the Location Owner’s cost, in responding to any request  from a Data Subject and in ensuring compliance with its obligations under the Data  Protection Legislation with respect to security, breach notifications, impact assessments  and consultations with supervisory authorities or regulators;  

8.4.6. notify the Location Owner without undue delay on becoming aware of a Personal Data  Breach;  

8.4.7. at the written direction of the Location Owner, delete or return Personal Data and copies  thereof to the Location Owner on termination of the Agreement unless required by  Applicable Law to store the Personal Data; and  

8.4.8. maintain complete and accurate records and information to demonstrate its compliance  with this clause 7 and allow for audits by the Location Owner or its designated auditor of  such records, provided that such audit rights may only be exercised by the Location  Owner once during the term of this Agreement and the Location Owner agrees that its  personnel and/or those of its designated auditor must abide by all safety and security  rules in operation at JJ’s premises from time to time or notified to them by JJ. 

8.5. The Location Owner hereby consents to the appointment of all third-party Processors of Personal  Data that JJ has appointed as of the Effective Date in order to assist JJ in complying with its  obligations under this Agreement. JJ confirms that it may only appoint additional third-party  processors of Personal Data if the Location Owner provides JJ with its consent prior to each such  appointment. JJ has, or as the case may be, will enter into written agreements with each third party processor of Personal Data incorporating terms which are substantially similar to those set  out in this clause 7 and which JJ confirms reflect and will continue to reflect the requirements of  the Data Protection Legislation. As between the Location Owner and JJ, JJ shall remain fully  liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause  7.5. 

LIMITS OF THE SERVICES AND THIRD PARTY PROVIDERS 

9.1. As the provider of the Services, the Platform and the Documentation, JJ does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any properties and/or locations. Location Owners alone are responsible for their listings and properties. When Location Owners make or accept a booking, they are entering into a contract directly with a client. JJ is not and does not become a party to or other participant in any contractual relationship between the Location Owner and a client, nor is JJ a real estate broker or insurer. JJ is not acting as an agent in any capacity for the Location Owner. 

9.2. To the extent that any template documents (including, but not limited to, template contracts) are provided on the Platform, the Location Owner hereby acknowledges and agrees that said documents are only provided for general information and as a guide, and are not intended to amount to advice on which the Location Owner can rely. The Location Owner should take independent, professional or specialist advice before using any template document on the Platform. JJ shall play no part in the direct discussions and/or negotiations between the Location Owner and any client and any such agreement between the Location Owner and a client shall be governed by such terms and conditions as the Location Owner and client may agree. 

9.3. The Location Owner acknowledges that the Services may enable or assist the Location Owner to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that he/she does so solely at his/her own risk. JJ makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Location Owner, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Location Owner and the relevant third party, and not JJ. JJ recommends that the Location Owner refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. JJ does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. 

PROPRIETARY RIGHTS 

10.1. The Location Owner acknowledges and agrees that JJ and/or its licensors own all the Intellectual  Property Rights in the Services, the Platform and the Documentation. Except as expressly stated  herein, this Agreement does not grant a Location Owner any rights to, under or in, any Intellectual  Property Rights, or any other rights or licences in respect of the Services, Platform or the  Documentation.  

10.2. JJ confirms that it has all the rights in relation to the Services, the Platform and the  Documentation that are necessary to grant all the rights it purports to grant under, and in  accordance with, the terms of this Agreement.  

CONFIDENTIALITY 

11.1. Each party may be given access to Confidential Information from the other party in order to  perform its obligations under this Agreement. A party’s Confidential Information shall not be  deemed to include information that:  

11.1.1. is or becomes publicly known other than through any act or omission of the receiving  party;  

11.1.2. was in the other party’s lawful possession before the disclosure;  

11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on  disclosure; or  

11.1.4. is independently developed by the receiving party, which independent development  can be shown by written evidence.  

11.2. Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence  and not make the other’s Confidential Information available to any third party, or use the other’s  Confidential Information for any purpose other than the implementation of this Agreement.  

11.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is  only disclosed to such of its personnel, employees, subcontractors and agents who need to know  it for the purposes of discharging its obligations under this Agreement and to ensure that such  third parties do not disclose or distribute such Confidential Information in violation of the terms of  this Agreement. Each party shall ensure that its personnel, employees, subcontractors and  agents are subject to obligations of confidentiality corresponding to those which bind it under this  Agreement. The disclosing party shall be liable to the other party for the actions or omissions of  its personnel, employees, subcontractors and agents in relation to Confidential Information as if  they were the actions and omissions of the disclosing party.  

11.4. A party may disclose Confidential Information to the extent such Confidential Information is  required to be disclosed by Applicable Law, by any governmental or other regulatory authority or  by a court or other authority of competent jurisdiction, provided that, to the extent it is legally  permitted to do so, it gives the other party as much notice of such disclosure as possible and,  where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it  takes into account the reasonable requests of the other party in relation to the content of such  disclosure.  

11.5. Save as expressly set out in this Agreement, neither party shall be responsible for any loss,  destruction, alteration or disclosure of Confidential Information caused by any third party.  

11.6. The Location Owner acknowledges that details of the Services, the Platform and the  Documentation, and the results of any performance tests of the Services and/or the Platform,  constitute JJ’s Confidential Information.  

11.7. JJ acknowledges that the Location Owner Data (save such Location Owner Data which is  uploaded by the Location Owner to a public section of the Platform) is the Confidential  Information of the Location Owner.  

11.8. No party shall make, or permit any person to make, any public announcement concerning this  Agreement without the prior written consent of the other party (such consent not to be  unreasonably withheld or delayed), except as required by law, any governmental or regulatory  authority (including, without limitation, any relevant securities exchange), any court or other  authority of competent jurisdiction.  

11.9. The above provisions of this clause 10 shall survive termination of this Agreement, however  arising.  

INDEMNITIES

12.1. The Location Owner shall indemnify JJ in relation to any unauthorised use of his/her account or  any other breach of security, and will ensure that he/she logs out securely from his/her account at  the end of each session.  

12.2. JJ shall defend the Location Owner, its officers, directors and employees against any claim that  the Services, Platform or Documentation infringes any Intellectual Property Rights of a third party,  and shall indemnify the Location Owner for any amounts awarded against the Location Owner in  judgment or settlement of such claims, provided that:  

12.2.1. JJ is given prompt notice of any such claim;  

12.2.2. the Location Owner provides reasonable co-operation to JJ in the defence and  settlement of such claim, at JJ’s expense; and  

12.2.3. JJ is given sole authority to defend and/or settle the claim.  

12.3. In the defence or settlement of any claim, JJ may procure the right for the Location Owner to  continue using the Services, replace or modify the Services so that they become non-infringing  or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’  notice to the Location Owner without any additional liability or obligation to pay liquidated  damages or other additional costs to the Location Owner.  

12.4. In no event shall JJ, its employees, agents and sub-contractors be liable to the Location Owner to  the extent that the alleged infringement is based on:  

12.4.1. a modification of the Services, Platform or Documentation by anyone other than JJ; or  

12.4.2. the Location Owner’s use of the Services, Platform or Documentation in a manner  contrary to the instructions given to the Location Owner by JJ; or  

12.4.3. the Location Owner’s use of the Services, Platform or Documentation after notice of the  alleged or actual infringement from JJ or any appropriate authority.  

12.5. The foregoing and clause 12.3.2 state the Location Owner’s sole and exclusive rights and  remedies, and JJ’s (including JJ’s employees’, agents’ and sub-contractors’) entire obligations  and liability, for infringement of any Intellectual Property Rights.  

LIMITATION OF LIABILITY 

13.1. Except as expressly and specifically provided in this Agreement:  

13.1.1. the Location Owner assumes sole responsibility for results obtained from the use of  the Services, Platform and the Documentation by the Location Owner, and for  conclusions drawn from such use;  

13.1.2. the Location Owner is solely responsible for the accuracy of the information he/she  uploads to the Platform. JJ shall have no liability for any loss or damage caused by  errors or omissions in any information uploaded by the Location Owner to the  Platform;  

13.1.3. the Location Owner assumes sole responsibility for any contractual relationship  between him and a client and JJ shall have no liability resulting from or in connection  with any contract between a Location Owner and a client;  

13.1.4. all warranties, representations, conditions and all other terms of any kind whatsoever  implied by statute or common law are, to the fullest extent permitted by applicable  law, excluded from this Agreement; and 

13.1.5. the Services, Platform and the Documentation are provided to the Location Owner  on an “as is” basis.  

13.2. Nothing in this Agreement excludes the liability of JJ:  

13.2.1. for death or personal injury caused by JJ’s negligence; or  

13.2.2. for fraud or fraudulent misrepresentation.  

13.3. Subject to clause 12.1 and clause 12.2:  

13.3.1. JJ shall not be liable whether in tort (including for negligence or breach of statutory  duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss  of business, depletion of goodwill and/or similar losses or pure economic loss, or for  any special, indirect or consequential loss, costs, damages, charges or expenses  however arising under this Agreement; and  

13.3.2. JJ’s total aggregate liability in contract (including in respect of the indemnity at  clause 11.2), tort (including negligence or breach of statutory duty),  misrepresentation, restitution or otherwise, arising in connection with the  performance or contemplated performance of this Agreement shall be limited to the  total Subscription Fees or Commission Fees (as applicable) paid by the Location  Owner during the 12 months immediately preceding the date on which the claim  arose.  

TERM AND TERMINATION  

14.1. This Agreement shall commence on the Effective Date and shall continue until:  

14.1.1. either party notifies the other party of termination, in writing, giving at least 30 days’  notice, in which case this Agreement shall terminate upon the expiry of the 30 day  period; or  

14.1.2. otherwise terminated in accordance with the provisions of this Agreement.  

14.2. Without affecting any other right or remedy available to it, either party may terminate this  Agreement with immediate effect by giving written notice to the other party if:  

14.2.1. the other party commits a material breach of any other term of this Agreement which  breach is irremediable or (if such breach is remediable) fails to remedy that breach  within a period of 5 days after being notified in writing to do so;  

14.2.2. the other party suspends, or threatens to suspend, payment of its debts or is unable  to pay its debts as they fall due or admits inability to pay its debts or is deemed  unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;  

14.2.3. the other party commences negotiations with all or any class of its creditors with a  view to rescheduling any of its debts, or makes a proposal for or enters into any  compromise or arrangement with its creditors other than for the sole purpose of a  scheme for a solvent amalgamation of that other party with one or more other  companies or the solvent reconstruction of that other party;  

14.2.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or  in connection with the winding up of that other party other than for the sole purpose  of a scheme for a solvent amalgamation of that other party with one or more other  companies or the solvent reconstruction of that other party; 

14.2.5. an application is made to court, or an order is made, for the appointment of an  administrator, or if a notice of intention to appoint an administrator is given or if an  administrator is appointed, over the other party;  

14.2.6. the holder of a qualifying floating charge over the assets of that other party has  become entitled to appoint or has appointed an administrative receiver;  

14.2.7. a person becomes entitled to appoint a receiver over the assets of the other party or  a receiver is appointed over the assets of the other party;  

14.2.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a  distress, execution, sequestration or other such process is levied or enforced on or  sued against, the whole or any part of the other party’s assets and such attachment  or process is not discharged within 14 days;  

14.2.9. any event occurs, or proceeding is taken, with respect to the other party in any  jurisdiction to which it is subject that has an effect equivalent or similar to any of the  events mentioned in clause 13.2.2 to clause 13.2.8 (inclusive); or  

14.2.10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all  or a substantial part of its business.  

14.3. On termination of this Agreement for any reason:  

14.3.1. all licences granted under this Agreement shall immediately terminate and the  Location Owner shall immediately cease all use of the Services, Platform and the  Documentation;  

14.3.2. each party shall return and make no further use of any equipment, property,  Documentation and other items (and all copies of them) belonging to the other party;  

14.3.3. in accordance with the Location Owner’s reasonable written requirements JJ shall  either: (i) destroy or otherwise dispose of any of the Location Owner Data in its  possession (subject to the terms of applicable Data Protection Legislation) or (ii)  deliver to the Location Owner (in a format and on the media reasonably stipulated by  the Location Owner) the then most recent back-up of the Location Owner Data and  following any such delivery, JJ shall destroy or otherwise dispose of all copies of the  Location Owner Data in its possession unless any applicable Data Protection  Legislation require its continued storage; and  

14.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to  the date of termination, including the right to claim damages in respect of any breach  of the Agreement which existed at or before the date of termination shall not be  affected or prejudiced.  

FORCE MAJEURE 

15.1. JJ shall have no liability to the Location Owner under this Agreement if it is prevented from or  delayed in performing its obligations under this Agreement, or from carrying on its business, by  acts, events, omissions or accidents beyond its reasonable control, including, without limitation,  strikes, lock-outs or other industrial disputes (whether involving the workforce of JJ or any other  party), failure of a utility service or transport or telecommunications network, act of God, war, riot,  civil commotion, malicious damage, compliance with any law or governmental order, rule,  regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of  suppliers or sub-contractors, provided that the Location Owner is notified of such an event and its  expected duration. 

15.2. In such circumstances, JJ shall be entitled to a reasonable extension of the time for performing  such obligations. If the period of delay or non-performance continues for 28 days, the Location  Owner may terminate this Agreement by giving written notice to JJ.  

VARIATION  

16.1. JJ reserves the right to change, modify, suspend or discontinue any portion of the Services at any  time provided that the Location Owner is given reasonable notice of the changes.  

16.2. JJ reserves the right to change this Agreement from time to time, provided that the Location  Owner is notified of the same. The Location Owner’s continued use of the Services, Platform and/ or the Documentation following these changes will constitute acceptance of the revised terms and  conditions.  

WAIVER  

17.1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by  law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the  further exercise of that or any other right or remedy. No single or partial exercise of such right or  remedy shall prevent or restrict the further exercise of that or any other right or remedy.  

RIGHTS AND REMEDIES  

18.1. Except as expressly provided in this Agreement, the rights and remedies provided under this  Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

SEVERANCE  

19.1. If any provision (or part of a provision) of this Agreement is found by any court or administrative  body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall  remain in force.  

19.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part  of it were deleted, the provision shall apply with whatever modification is necessary to give effect  to the commercial intention of the parties.  

ENTIRE AGREEMENT  

20.1. This Agreement constitutes the entire agreement between the parties and supersedes and  extinguishes all previous agreements, promises, assurances, warranties, representations and  understandings between them, whether written or oral, relating to its subject matter.  

20.2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have  no remedies in respect of, any statement, representation, assurance or warranty (whether made  innocently or negligently) that is not set out in this Agreement.  

20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or  negligent misstatement based on any statement in this Agreement.  

20.4. Nothing in this clause shall limit or exclude any liability for fraud.  

ASSIGNMENT  

21.1. The Location Owner shall not, without the prior written consent of JJ, assign, transfer, charge,  sub-contract or deal in any other manner with all or any of its rights or obligations under this  Agreement. 

21.2. JJ may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or  any of its rights or obligations under this Agreement.  

NO PARTNERSHIP OR AGENCY 

22.1. Nothing in this Agreement is intended to or shall operate to create a partnership between the  parties, or authorise either party to act as agent for the other, and neither party shall have the  authority to act in the name or on behalf of or otherwise to bind the other in any way (including,  but not limited to, the making of any representation or warranty, the assumption of any obligation  or liability and the exercise of any right or power).  

THIRD PARTY RIGHTS 

23.1. This Agreement does not confer any rights on any person or party (other than the parties to this  Agreement and, where applicable, their successors and permitted assigns) pursuant to the  Contracts (Rights of Third Parties) Act 1999.  

NOTICES 

24.1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by  hand, sent by pre-paid first-class post or recorded delivery or sent by email to the other party to  the address and/or email set out in the Online Registration Form (in the case of the  Location Owner) or to its registered office address or to connect@film-locations.co.uk (in the case  of JJ), or such other address as may have been notified by that party for such purposes.  

24.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery  is not in Normal Business Hours, at 9 am on the first Business Day following delivery). A correctly  addressed notice sent by pre-paid first-class post or recorded delivery shall be deemed to have  been received 48 hours after posting it. A notice sent by email shall be deemed to have been  received on the date that such email is received if a Business Day and if such date is not a  Business Day then the next Business Day provided that no notification informing the sender that  the message has not been delivered has been received by the sender.  

GOVERNING LAW AND JURISDICTION 

25.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject  matter or formation (including non-contractual disputes or claims) shall be governed by and  construed in accordance with the law of England and Wales.  

25.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive  jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its  subject matter or formation (including non-contractual disputes or claims). 

Stripe Payments 

Payment processing services for [Location Owner] on [Film Locations] are provided by Stripe  and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms  of Service (collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these  terms / etc.] or continuing to operate as a [Location Owner] on [Film Locations], you agree to be  bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to  time. As a condition of [Film Locations] enabling payment processing services through Stripe,  you agree to provide [Film Locations] accurate and complete information about you and your  business, and you authorize [Film Locations] to share it and transaction information related to  your use of the payment processing services provided by Stripe. 

Schedule 1 – PROCESSING, PERSONAL DATA AND DATA SUBJECTS  PROCESSING BY JJ  

SCOPE AND PURPOSE OF PROCESSING  

JJ will process the personal data in order to connect the Location Owner with prospective clients  via the Platform.  

NATURE  

JJ will allow the Location Owner to access the prospective clients’ personal data contained in  the Online Registration Form.  

DURATION OF THE PROCESSING  

JJ will process the prospective clients’ and the Location Owner’s personal data for the duration  of the Services.  

TYPES OF PERSONAL DATA  

Names, titles, postal addresses, telephone numbers 16 and email addresses.  

CATEGORIES OF DATA SUBJECT  

Location Owners and their prospective clients that seek to engage in a location rental arrangement.