1. Legally Binding Terms
1.1 Please read carefully the following terms and conditions (Terms) which apply to the Open Cinema service (Service) provided at the website at http://opencinema.co (Platform) or through the Open Cinema application on any digital device.
1.2 By using the Service you agree to be legally bound by the Terms. If you do not agree, do not use the Service. If you register with the Service on behalf of another individual or organisation, you must ensure that they are aware of and agree to the Terms. You must also warrant that you have done so and they have authorised you to agree to the Terms on their behalf.
1.4 We may update the Terms from time to time. You will be deemed to have been notified of any such changes by us sending the Terms to you to the email address specified when you register. If you continue to use the Service after any such changes have been notified to you, you are agreeing to be bound by the new Terms. Any use of the Service or scheduling made prior to this date will be subject to the previous version of the Terms.
2. About Us
2.1 We are Open Cinema International Limited (we, us, our, Open Cinema, Open Cinema Ltd) a company:
2.1.1 Registered in England and Wales under company number 09403248 with registered office at First Floor, 80 Haymarket, London SW1Y 4TE United Kingdom and
2.1.2 Trading from First Floor, 80 Haymarket, London SW1Y 4TE and Dotforge Impact, Electric Works, Sheffield S1 2BJ.
3. About You
3.1 You (the Member Organisation) are one of:
3.1.1 An organisation which owns, manages or controls one or more venues
3.1.2 An organisation which promotes events
3.1.3 An individual who promotes events, or that proposes to do Public Screenings of filmed media in your own or someone else’s venue.
3.2 Where you have registered on behalf of an organisation, references to you and your in these Terms refer to them and we regard the individual named in the registration as the authorised representative of the organisation. Otherwise, references to you and your refer to the person that individual.
3.3 To register for and use the Service, you need to be based in the UK and at the time of use be within the UK. You individually – and any other people you permit to use the service on your behalf – must be at least 18 years of age.
4. Registration and Setting up your Account
4.1 To view full details of, download and screen Content, you need to first register and create an Account with the Service and then sign in.
4.2 To register you need to supply us with:
4.2.1 The name of the individual registering
4.2.2 Your email address (User Name) – which you will use to sign in with
4.2.3 A phone number for you
4.2.4 The name of the organisation on whose behalf you are registering – unless you specify that you are registering as an individual
4.2.5 The address of the organisation on whose behalf you are registering – or your own if you are registering as an individual
4.2.6 A password.
4.3 We reserve the right at our absolute discretion to reject your registration.
4.4 By your Account we mean the above details together with your scheduling and purchase history. We may request additional information from you in order to allow you to continue to use your Account.
4.5 You confirm that all the information supplied by you during the registration process is true, complete and accurate in all respects. You agree to notify us immediately of any changes to your registration information.
4.6 If we believe that you have provided false information or that you have intentionally failed to notify us of any changes to this information we may suspend or revoke your Account without notice or if at any time in our opinion you have broken these Terms.
4.7 To sign in you will need your User Name and associated password. If you forget your password, you will be given a new password once you contact us and satisfy any security checks that we may at our discretion apply.
4.8 You are responsible for the security and proper use of your Account and password. You must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised people. You must inform us immediately if you have any reason to believe that they have become known to someone not authorised to use your Account or if your Account is being or is likely to be used in an unauthorised way.
4.9 Once you have registered, we will send you a direct debit form, for your completion and submission to your bank or building society, against payment of the monthly Subscription fee (Subscription Fee), set as of 1 June 2015 at £30 per calendar month including VAT.
5.1 The Service provides media content that is licensed for Public Screenings (Content). By Public Screenings we mean events – held in a location which is not a private home – at which filmed media is exhibited to an audience.
5.2 Without registering, you can access some information about the Content. Once you have registered, you may use the Platform to:
5.2.1 Access information about individual pieces of filmed media which are available for Public Screenings (Titles)
5.2.2 Access materials relating to Titles designed to help you market a Public Screening (Marketing Materials), where available
5.2.3 Create your own combination of one or more Titles (Season)
5.2.4 Schedule Public Screenings of a Season at a place that you specify (Cinema) at a date and time you specify (together this defines an Event)
5.2.5 Access your licenses via your Account profile (the Profile).
5.3 Once you have scheduled a Title or Season, the Platform will send registration of this Event to the appropriate licensor (Licensor).
5.4 Open Cinema Ltd will hold a copy of the resulting License on the Platform, which may be viewed or downloaded by you at any subsequent time.
5.5 This License is presented to you by the Licensor. You agree to indemnify and hold Open Cinema Ltd harmless from and against any breach by you of this License and any claim or demand brought against us by any third party – including but not limited to those that own, manage or control screening rights (Screening Rights), or those that own, manage or control Screening Locations in which you are putting on Screenings – arising out of your use of the Service including without limitation any demands, loss, liability, claims or expenses (including legal costs and expenses), howsoever suffered or incurred by us due to or arising out of or in connection with your use of the Service.
5.6 Once the scheduling process for an Event is complete, you should be able to download the Content required to present the Title. To do this you have to first download and install the Open Cinema Player (the Player). You can also use the Player to play out Seasons for which you have scheduled one or more Events.
5.7 Together the Player and the other software technologies that underlie the Service and Platform are the Software.
6. Entitlements of the license
6.1 For each Event you have scheduled, you may screen – once only – the attendant Title in the Screening Location at the date and time that you specified when you scheduled the Event.
6.2 You may also publicise the Event, charge for admission to the Event and secure sponsorship for it. Your license to use and exploit the Content cannot be transferred to anyone else, but nor is it exclusive to you – in other words we can license it to other Open Cinema venues (the Venues or Cinemas), too.
6.3 You may also:
6.3.1 Use the Marketing Materials to promote Public Screenings of the Content
6.3.2 Download, install and use the Player for free on up to three devices owned and controlled by you, subject to these Terms and also subject to the terms of the End User Licence Agreements of third parties whose technologies are incorporated into the Player
6.3.3 Use the Service (including the Platform and the Player) as long as it is for the purpose of putting on Public Screening of the Content.
6.4 In order to comply with the obligations to put on us by the rights owners of the filmed media we make available to you, we reserve the right to cancel an Event that you have scheduled with at least 30 days notice. In this case, you will not pay any charges in respect of this Event and we will refund any amounts you have paid us for this Event.
7.1 You may not:
7.1.1 Screen a Title more than once for each Event that you have scheduled for that Title
7.1.2 Without our agreement beforehand, screen a Title or Season in a Screening Location different to the one you specified when you scheduled the Event
7.1.3 Use the Marketing Materials the promote Public Screenings using video content not acquired from us – or other products or services
7.1.4 Without our agreement beforehand, exhibit within a Public Screening video content other than the Titles including but not limited to adverts or promotions, or web-only trailers included in the Platform
7.1.5 Make any copies of the Content or Marketing Materials or other materials or information except for the uses and purposes set out in section 6.
7.1.6 Use any automatic device or manual process to access, acquire, copy, reproduce or monitor any part of the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform
7.1.7 Use the Service or Platform for any purpose outside what is expressly permitted in these Terms.
7.2 You must not screen a Title in a Screening Location which is a Cinema when the Title does not have ‘theatrical’ rights for the date of the Event. Likewise, you must not screen a Title in a Screening Location, which is not a Cinema when the Title does not have ‘non-theatrical’ rights for the date of the Event. As long as you mark whether each of your Screening Locations is a Cinema or not correctly, the Platform should not permit you to schedule such an Event.
7.3 You confirm that you understand that breaking the above conditions, or others of the Terms, may result in the infringement of the Intellectual Property Rights of ours or others, resulting in civil and criminal penalties, including possible monetary damages, for copyright theft or otherwise.
7.4 By Intellectual Property Rights we mean any or all current or future intellectual property rights without limit in time and without limit in location whether they are registered or not. These include but are not limited to copyright, design rights, registered designs, trade and service marks, rights in logos and identities. They also include all granted registrations and all applications for registration all renewals, reversions or extensions; the right to sub-licence the intellectual property rights to others and the right to create derivative works from them; the right to sue for damages for past infringement and to prevent the use or publication or any other means of protection which may exist anywhere in the universe.
7.5 You agree you will not (or in any way facilitate others to):
7.5.1 Circumvent or modify any security technology or software that is part of the Service
7.5.2 Do anything that could damage, disable, impair or overburden the Service
7.5.3 Attempt to gain unauthorised access to any part of the Service through hacking, password mining or otherwise.
7.6 You also agree that you will not use the Platform or Service for any unlawful purpose.
8. Your Responsibilities
8.1 You are responsible for:
8.1.1 Any losses and costs resulting from your breach of the Terms
8.1.2 All activities and orders made under your Account
8.1.3 Complying with all applicable laws in the use of the Service
8.1.4 Having computer equipment used to access the Service and download and screen the Content (your Computer)
8.1.5 Connectivity to the Internet (and any associated charges) sufficient to use the Service, access the Platform, download the Player, Marketing Materials and Content
8.1.6 Having equipment for projecting images and amplifying sound (Screening Equipment) and connecting it to your Computer.
8.2 With the marketing and putting on of each Public Screening of a Title or Season in a Screening Location you must comply with all applicable laws, regulations and best practice, including:
8.2.1 Ensuring that you and/or the owner of the Screening Location have all necessary entertainment and music licenses
8.2.2 Ensuring that any Screening Location are safe and suitable to use and comply with all health and safety and other regulatory requirements (such as disability access)
8.2.3 Securing the certification for your screening of films in the Season which do not have a BBFC classification
8.2.4 Limiting access to the screening to people in accordance with the classification of the Title
8.2.5 Putting in place necessary and appropriate insurances
8.2.6 Complying with relevant consumer protection, marketing and advertising regulations.
8.3 If you are using a Screening Location that you do not own, manage or control, the commercial relationship between you and whoever does own, manage and/or control that Screening Location is your responsibility. In this case, you must ensure that they are aware of your obligations under these Terms and their obligations in hosting a Public Screening.
8.4 You agree to indemnify and hold Open Cinema Ltd harmless from and against any breach by you of these Terms and any claim or demand brought against us by any third party – including but not limited to those that own, manage or control Screening Locations in which you are putting on Screenings – arising out of your use of the Service including without limitation any demands, loss, liability, claims or expenses (including legal costs and expenses), howsoever suffered or incurred by us due to or arising out of or in connection with your use of the Service.
9. Payment and Reporting
9.1 As part of the scheduling process for an Event, you will set the ticket price (Ticket Price).
9.2 Once you have confirmed the scheduling of a Title or Season for such an Event or Events, tickets (Tickets) will be made available for purchase by Customers (the Customers) on the Platform. Ticket Prices will include VAT.
9.3 Open Cinema Ltd will take receipt of all ticket payments (Ticket Payments) made by Customers via the Platform.
9.4 Customers may not pay cash for admittance; you may, however, make a payment to Open Cinema Ltd on receipt of a Customer’s cash, for the same amount and totaling neither more nor less than the scheduled Ticket Price. If any Customers are found to have paid cash, and no attendant payment to Open Cinema Ltd made by the Account Holder, we reserve the right to suspend or revoke your Account.
9.5 Providing false information at any point in your use of the Platform could result in your Account being revoked and civil and criminal proceedings, for fraud or otherwise.
9.6 Once the Screening of the Title or Event concerned has concluded, the Platform will return 35% of Ticket Revenues (Ticket Revenues or Box Office Revenues) to the licensor of that Title, 50% of Ticket Revenues to you, and retain 15% of Revenues as distributor (Distributor).
10. Intellectual Property
10.1 You acknowledge that we are the owner or the licensee of all Intellectual Property Rights in the Service (including Platform, the Content, the Marketing Materials and the Software) and in any other material published on it or sent to you by us or our partners in connection with the operation or promotion of the Service. We reserve all our rights in these works (Our Rights), which are protected by copyright and other laws and treaties around the world.
10.2 You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Our Rights, in any manner, and you shall not exploit the Our Rights in any unauthorised way whatsoever. You acknowledge that no Intellectual Property Rights are intended to, nor shall they be deemed to, transfer to you or any other person who accesses the Platform or uses the Service, in any way, including (but not limited to) by assignment, implied assignment, licence or implied licence, either by application of these Terms or use of the Service in any other way, whether authorised or not by these Terms.
10.3 To the maximum extent permitted by law we – and any associated organisations involved in providing the Service – expressly exclude:
10.3.1 Use the Player on any device that you do not own or control
10.3.2 Distribute or make the Player available over a network where it could be used by multiple devices at the same time
10.3.3 Modify, rent, lease, lend, sell, assign, transfer, redistribute or sublicense the Software
10.3.4 Copy (except as expressly permitted by these Terms), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software).
10.4 You acknowledge that if you break any of the conditions in this section 11 of these Terms then you are limiting the enjoyment of Our Rights by us, our partners, licensors and licensees and you may be subject to civil and criminal proceedings and damages.
11. Limits to Services
11.1 We do not promise that the Platform, Content, Service, Player or any feature of these will be uninterrupted or error-free, or that any defects will be corrected. They are all are provided on an ‘as is’ and ‘as available’ basis without any warranty of any kind whether express or implied. We reserve the right to modify, suspend or terminate any part of them at any time without notice.
11.2 While we try to ensure that the Service is normally available, we cannot be held responsible if for any reason the Service is unavailable at any time or for any period. Access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Although we make all reasonable efforts to ensure the Software is bug- and virus-free, we cannot provide any guarantee of this.
11.3 We cannot be held responsible for your failure to access the Platform or use the Service from any equipment, location or browser. Owing to the nature of the Internet and the fact that your access to the Service involves functionality outside our control, we cannot be held responsible for technical problems that you may experience with the Service.
11.4 We do not guarantee that the Service will be compatible with your Computer. While we try to provide the Service using reasonable care, we cannot be held responsible for any corruption or loss of data held on your computer, or any damage caused to your computer resulting from your use of the Service – including as a result of viruses within the Content or other files downloaded from the Platform.
11.5 In order to ensure that the Service is functioning at its best, from time to time we may ask you to upgrade to a newer version of the Player or to components of the Software that underlie it. In addition, we may find it necessary to send you automatic fixes or support files.
11.6 The Platform may include links to third party websites that are controlled and maintained by others. Any link is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
12. Limits to Responsibilities and Liabilities
12.1 Use of the Service is at your own risk.
12.2 We disclaim any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the Service and you assume total responsibility for your use of the Service.
12.3 To the maximum extent permitted by law we – and any associated organisations involved in providing the Service – expressly exclude:
12.3.1 All conditions, warranties (express or implied) and other terms which might otherwise be implied by statute, common law or the law of equity except where you are a consumer
12.3.2 Any liability for any indirect or consequential loss or damage incurred by any user in connection with the Platform, Service, Player, Content, Marketing Materials or any other materials posted on it, or for any liability for loss of income or revenue; loss of business; loss of profits/savings; loss of data; loss of goodwill; wasted time and for any other loss or damage of any kind however so arising whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
12.4 Notwithstanding the above:
12.4.1 If we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Platform or Service, our liability shall in no event exceed the total of any fees paid by you with respect to the Service within the six months prior to the date of the initial claim made against us
12.4.2 Nothing in these Terms seeks to exclude or limit the liability for death or personal injury as a result of the negligence of Open Cinema Ltd nor any other liability which cannot be excluded or limited under applicable law.
13. Cancellations and Refunds
13.1 If you are dissatisfied with the Service please contact us and we will do our best to resolve your complaint. If you are unable to put on an Event as a direct result of a defect in the Service we will refund any fees you have paid us in respect of that Event.
13.2 You may cancel your Subscription in full by providing prior written notice to Open Cinema Ltd, and payment of the Cancellation Fee set out in this clause.
13.2.1 If the Customer terminates the Services in accordance with this Clause 6.12, the Customer must pay the Cancellation Fee calculated as follows. Where notice is given:
220.127.116.11 If the Customer terminates the Services in accordance with this Clause 13.2, the Customer must pay the Cancellation Fee calculated as follows. Where notice is given:
18.104.22.168 With 90 Working Days’ or more notice: 25% of that Subscription’s total Fees;
22.214.171.124 With between 30 and 90 Working Days’ notice: 80% of that Subscription’s total Fees;
126.96.36.199 30 Working Days’ or less notice: 100% of that Subscription’s total Fees;
188.8.131.52 But Open Cinema Ltd may still raise an invoice for work undertaken before such cancellation takes effect (including any Development Fees and Consultancy Fees).
13.2 Nothing in clauses 11, 12 and 13 limits any rights you may have under consumer protection legislation.
14. Closure of Accounts
14.1 You may close your Account by requesting this by use of the contact form on the Platform, or by emailing [email protected] You will still be liable for any outstanding amounts due under these Terms.
14.2 We reserve the right to terminate your access to any part of or all of the Service without notice, if you are in breach of these Terms and shall not in this circumstance be liable to you or any third party for any termination of your access to the Platform or Service.
14.3 We reserve the right to terminate your access with 30 days notice for any reason at any time.
15.1 If any part of these Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then the remaining Terms shall survive and remain in full force and effect and continue to be binding and enforceable.
The use of the Service and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed according the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.