inDplay is a professional, online marketplace where buyers and sellers can transact and manage rights for their film and video properties. Using a proprietary standardized licensing and contract process, inDplay streamlines and facilitates the content discovery and acquisition process, making it easier to buy and sell distribution rights globally.
Who is a Buyer on inDplay?
A buyer is anyone who is interested in licensing or acquiring the rights to film and video properties. This includes TV programmers, studios, IPTV programmers, online portals, distributors, DVD resellers, theatres and festivals.
Who is a Seller on inDplay?
A seller is anyone who currently holds the rights to a film or library of film and video properties. Sellers include filmmakers, producers, sales agents and distributors.
Who uses inDplay?
Sellers who own the rights to film and video properties that they want to monetize and distribute in any format on a global scale. inDplay is both a place to list your rights for licensing and an online site you can leverage for sales and marketing.
Buyers of film and video rights who want to search for and find new content, license it quickly and easily and track the associated rights and payments.
How does inDplay work?
inDplay is a professional marketplace that connects buyers and sellers, allowing them to efficiently make deals. Here's how inDplay works:
Sellers list their film or video properties on inDplay
Buyers search for content that matches their acquisition profile
Buyers initiate an online dialogue through inDplay
Using inDplay, buyers and sellers can negotiate the contract and terms
Rights owners can manage their entire portfolio of film and video properties across territories, time periods, platforms and payments
Why should I work with inDplay?
inDplay benefits both buyers and sellers. Here's how:
Sellers
Exposes sellers' film or video libraries to potential buyers across all platforms and geographies
Uses online negotiation and standardized contract templates to facilitate and expedite transactions
Leverages partners for special inDplay pricing on services such as self-distribution
Buyers
Allows buyers to discover new content by searching specific criteria that match their acquisition profiles
Uses online negotiation and standardized contract templates to facilitate and expedite transactions
Manages buyers' and sellers' entire portfolio of film rights across territories, time period, platform and payments
How does the inDplay rights system work?
Regardless of the distribution channel, buyers need to know what rights are available before they license content. Using inDplay, the seller declares the available rights and inDplay provides this information to potential buyers. This reduces the challenges (such as time and cost) associated with tracking rights availability.
By tracking and surfacing available distribution rights, and exposing this information to buyers, inDplay brings greater liquidity to high-end feature film and TV products, as well as emerging, highly profitable independent content. Standardization in licensing contract terms, across established and emerging distribution (buying) channels, coupled with the ease of online acquisition (selling) process management, streamlines the licensing process for both buyers and sellers.
How does inDplay facilitate ongoing rights management?
inDplay offers a complete set of tools allowing both buyers and sellers to keep track of the rights they hold or are negotiating on inDplay. Most importantly, because the contracts that are closed on inDplay include all of the critical information about the deal, inDplay also helps to track upcoming payments, rights portfolios within specific territories, and rights windows (such as start and end dates).
What are my obligations for the accuracy of the information I submit to inDplay?
Buyers will use the rights information you entered to determine whether or not to contact you and license your content. inDplay will help you sell your film or video using our safe and secure negotiation and transaction process but it is your responsibility to make sure all information you enter is accurate and complete .
Are licensing deals done through inDplay legally binding?
Contracts closed through inDplay are legally-binding documents, so both parties must be sure to agree to the terms that are outlined between the buyer and the seller during the negotiation process. If you have your own legal counsel, make sure you include them in the review process before final acceptance.
What type of film or video properties does inDplay accept?
inDplay is an open marketplace for professionally produced video properties that have started pre-production. Since the marketplace contains a diverse set of buyers from different distribution channels, inDplay accepts content of any time length.
Does inDplay help sellers with self-distribution?
inDplay is not a distributor, however, we want to provide inDplay sellers interested in self-distribution with the proper tools to do so. Therefore, inDplay is partnering with companies that specialize in self-distribution and we will offer inDplay users substantial discounts on these services. Currently, inDplay is strategic partners with CustomFlix (an Amazon.com subsidiary) to provide sellers with DVD self-distribution capabilities. inDplay will continue to introduce sellers with complementary tools & services to help you grow your business. To see our current list of partners, please
click here.
Can sellers with sales agents work with inDplay? Do sellers need sales agents to submit films and/or videos to inDplay?
We highly encourage sellers with sales agents to list their film or video on inDplay. As long as the seller is the rights holder or the agent is legally authorized to enter into contracts on behalf of the seller, inDplay will facilitate the transaction. That said, sellers do not need to work with a sales agent to list on inDplay.
Is inDplay limited to buyers and sellers in the United States?
No, inDplay allows buyers and sellers to connect regardless of geographic location.
How much does inDplay cost? How do you make money?
Buyers
During beta mode, inDplay is offering buyers a deeply discounted subscription fee. Please email our sales team at sales@indplay.com for current pricing.
Sellers
After you complete a transaction initiated through inDplay, you will be billed a Service Fee (per the Membership Agreement) on all revenues pertaining to this film for the life of the contract. If you are a sales agent or large library owner, please contact bd@indplay.com to discuss our current pricing.
How much does inDplay charge?
The basic terms are outlined below. Please see the Membership Agreement (Section 11. Fees and Payments) for details.
For all transactions initiated through inDplay, the seller will be billed a Service Fee per the Membership Agreement) on all revenues pertaining to this film for the life of the contract with the buyer.
The Service Fee applies to all transactions between a buyer and seller provided that the parties were introduced through inDplay. The service fee is applicable for a period of 2 years from the initial point of contact, regardless of whether or not the transaction is closed through the inDplay system, and for any revenues generated from transactions between these parties involving all films listed on inDplay.
If you are a sales agent or large library owner, please contact bd@indplay.com to discuss our current pricing.
How do I pay inDplay?
inDplay currently accepts payments via check. In the future, we will be adding additional forms of payment.
What if I haven't received payment from the buyer? Am I still required to pay inDplay?
inDplay invoices have a thirty (30) day payment term from the date when the buyer initiates payment to the seller. This time period should be sufficient for the seller to receive payment from the buyer and for the seller to remit payment to inDplay. Any negligent payments from a buyer should be reported to support@indplay.com.
What if I do not want to pay a transaction fee to inDplay?
In order to participate in inDplay's marketplace, you are required to agree to the Membership Agreement which details the fee structure.
To change your contact details, please sign in to your account and click on "edit contact details" under "My Account".
I have a question that hasn't been answered in these FAQs. Can someone help me?
If you have additional questions, please contact us anytime at support@indplay.com.
How do I efficiently submit my library of films to inDplay?
inDplay has developed a FilmLoader tool that will allow you efficiently submit your entire library of films. For more information on inDplay's FilmLoader, please click here.
Please contact inDplay at support@indplay.com if you are interested in using the FilmLoader and you need additional assistance.
Please click here here to read inDplay's Terms of Use.
What is inDplay's Privacy Policy?
Please
click here
to read inDplay's Privacy Policy.
What is inDplay's Membership Agreement?
Please
click here
to read inDplay's Membership Agreement.
Do sellers give inDplay any distribution rights to the film or video property by submitting it on inDplay? Are these rights exclusive?
No, inDplay facilitates the transaction through our guided licensing process between buyers and sellers but inDplay is not actually involved in the transaction.
Furthermore, sellers are working with inDplay on a non-exclusive basis and they can continue to work through other sales channels.
inDplay, Inc., a California
corporation ("inDplay ") welcomes you. The use of
the inDplay Web site, currently located at www.indplay.com (the
("Site ") and the services offered on and through
the Site (such services and the Site shall collectively be referred
to as the ("Service ") is subject to the terms and
conditions of this individual membership agreement (the ("Agreement
"). inDplay is a marketplace facilitating the license, sale
or purchase of film, television, music and/or other multimedia
rights, and any license, sale, purchase, option or other transfer of
any film, television, music and/or other multimedia rights using or
resulting from use of the Service shall be deemed to be a "Transaction"."You
" or "Your " means an individual or entity
to whom inDplay has given rights associated with your membership
type (as described in Section 10 (Membership Types)) to become a
member and use the Service, including the ability to either attempt
to sell, license or otherwise transfer any rights to Your film,
television, music and/or other multimedia content in a Transaction
(in which case You are a "Seller") or attempt to
purchase, license or otherwise acquire exhibition or distribution
rights to another member's film, television, music and/or other
multimedia content in a Transaction (in which case You are a "Buyer"),
pursuant to the terms of this Agreement. In addition, before You can
become a Buyer, You will need to be approved by inDplay and enter
into and execute the inDplay PRO Buyer Supplemental Membership
Agreement, the terms of which, in addition to the terms of this
Agreement, will govern Your relationship with inDplay. inDplay
grants You the rights to use the Service described herein in
consideration of Your acceptance of the terms and conditions of this
Agreement. IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND
THIS AGREEMENT. BY CLICKING THE "I ACCEPT" BUTTON, YOU ARE AGREEING
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF
YOU DO NOT AGREE TO ALL THESE TERMS AND CONDITIONS OR OTHERWISE DO
NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT"
BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR
ACCESS THE SERVICE. The Service is protected by copyright and other
applicable law. Any use of the Service other than as authorized
under this Agreement is prohibited.
1. Participation Restrictions. You may not use the
inDplay Service (and therefore may not submit, upload, or download,
any information or materials to or from the Service) if You are (i)
under the age of 18, (ii) not able to legally form binding
contracts, or (iii) temporarily or indefinitely suspended from the
Service. In the event that inDplay discovers that You fit into one
or more of these categories, inDplay reserves the right to
discontinue Your use of the Service and/or suspend or cancel Your
account. inDplay furthers reserves the right to refuse, cancel, or
suspend permission for use of the Service to any user at any time in
our sole discretion, including without limitation, in such instances
wherein inDplay believes that You are or might be engaged in any
form of fraudulent, illegal, or otherwise improper activity
regarding the inDplay Service as determined by inDplay in its sole
discretion. Multiple accounts held by one person are subject to
immediate termination at inDplay's sole discretion unless expressly
authorized in writing (including by electronic mail) by inDplay.
2.Submission, License and Claims of Copyright Infringement.
By entering into this Agreement, inDplay may allow You to
submit to the Service certain information, including but not limited
to media, trailers, music and related information (collectively,
Your ("the PRO Supplemental Agreement ")is made by
and between inDplay, Inc("Authorized Content ") and
Your name,logo, printed matter, images, and additional credit
materials (collectively, Your ("Source Information")
related to Your film, television, music and/or other multimedia
content and the associated rights available for license, sale,
purchase, option or other transfer (collectively Your "Rights
Information "). By submitting such information, You hereby
grant to inDplay a non-exclusive, worldwide, royalty-free right and
license to use, display (publicly or otherwise), reproduce, and
distribute such information, including but not limited to Your
Authorized Content, for the purpose of performing the Service and
promoting Your film, television and/or other video content through
the Authorized Content or Source Information on the Service. For
clarity, You are only granting inDplay the license to use Your
Authorized Content to promote Your film, television, music and/or
other multimedia content on the Site; You are NOT granting inDplay
the license to distribute Your film, television, music and/or other
multimedia content. You are permitting inDplay to make disclosure of
Your Rights Information to inDplay 's buyers using the Service
when needed to encourage transactions for your benefit.
Additionally, You grant inDplay in conjunction with its performing
the Service for Your benefit and advertising and promoting the
Service the right to (i) convert the Authorized Content (or any
portion or excerpts thereof) to HTML format or other format in
accordance with this Section; (ii) allow other members or users of
the Service to access, use and download the Authorized Content
through any technology now known or hereafter developed; and (iii)
reproduce, display, distribute, and otherwise use Your Source
Information on the Site and elsewhere (including without limitation
marketing materials and customer lists). If this Agreement is
terminated, inDplay will remove Your Authorized Content from the
Service as soon as commercially reasonable or before thirty (30)
days have past, whichever comes first. During this time for the
purpose of performing the Service, inDplay may continue to use the
Authorized Content and Source Information "online" for no more than
thirty (30) days or in printed (versus "online") materials that are
in existence as of the date of termination until such materials are
depleted or are redesigned or before ninety (90) days have past,
whichever comes first. inDplay shall have the sole right to
determine the placement and location of Authorized Content and
Source Information on the Service. inDplay may,at its sole
discretion, remove any Authorized Content or Source Information (or
any portions thereof) from the Service at any time if inDplay
believes that such material is outdated, inaccurate, obscene,
defamatory, libelous, otherwise illegal, no longer is of interest to
other members of the Service, or infringes or allegedly infringes
upon the intellectual property rights or any other rights of any
third party. You authorize inDplay to create Content packages in
connection with the use or promotion of the Service, which along
with your Content, may or may not contain Content of others. inDplay
shall have no obligation, and shall not be liable for any failure to
use, display, distribute, or otherwise promote all or any part of
the Authorized Content, and any such failure shall not be deemed a
breach of this Agreement. The Digital Millennium Copyright Act of
1998 (the "DMCA") provides recourse for copyright owners who believe
that material appearing on the Internet infringes their rights under
U.S. copyright law. If You or any other third party believes in good
faith that materials available on the Service, including without
limitation any Authorized Content and/or Source Information,
infringe Your or such third party's copyright, You (or Your
agent) or such third party (or such third party's agent) may
send inDplay a notice requesting that inDplay remove the material or
block access to it, which includes (A) a physical or electronic
signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed; (B) identification of
the copyrighted work claimed to have been infringed (or if multiple
copyrighted works located on the Service are covered by a single
notification, a representative list of such works at the Service);
(C) identification of the material that is claimed to be infringing
or the subject of infringing activity, that is to be removed or
access to which is to be disabled and information reasonably
sufficient to allow inDplay to locate the material on the Service;
(D) the name, address, telephone number and email address (if
available) of the complaining party; (E) a statement that the
complaining party has a good faith belief that use of the material
in the manner complained of is not authorized by the copyright
owner, its agent or the law; and (F) a statement that the
information in the notification is accurate and, under penalty of
perjury, that the complaining party is authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed. If
You believe in good faith that someone has wrongly filed a notice of
copyright infringement against You, the DMCA permits You to send
inDplay a counter-notice. Notices and counter-notices must meet the
then-current statutory requirements imposed by the DMCA. See
http://www.copyright.gov/ for details. Notices and counter-notices
should be sent to: Attn: "inDplay Agent for DMCA Notice ",
QuickCycle Consulting, LLC, 518 Kinross Court, Sunnyvale, CA
94087,USA, and with a copy to: "Attn: Legal Dept", inDplay, Inc.
P.O. Box 2698, Venice, CA 90294 USA, +1 (650) 598-0400,
dmca@indplay.com. inDplay suggests that you consult your legal
advisor before filing a notice or counter-notice. Also, please be
aware that there are penalties for false claims under the DMCA.
3. Changes to the Service and this Agreement. inDplay
reserves the right to make changes to the Service at any time
without notice. Furthermore, You understand, acknowledge, and agree
that inDplay reserves the right to make, at its sole discretion,
additions, deletions, changes and any other modifications
(collectively, "Amendments") to this Agreement, at
any time, by posting the Amendments on the Site. Amendments may be
made without notification to You except in the event that inDplay
makes Amendments that either change the licenses You have granted to
inDplay or change the pricing structure of the Service, in which
case You will be notified about these particular Amendments via the
email address in Your user profile. Any such Amendments shall be
effective immediately upon posting or at such other date and/or time
as determined by inDplay. You can review the most current version of
the Agreement at any time at: Membership Agreement. You will
be able to determine when Amendments have been made by viewing the
"Last Updated" date information that appears at the
top of the Agreement. It is Your responsibility to review the most
current version of this Agreement prior to each use of the Service,
and You fully agree to be bound by all of the terms and conditions
of the Agreement and its Amendments.
4. Proprietary Rights. This Agreement and all names,
trademarks, logos or other materials on the Site, except for Your
Authorized Content and Source Information, are owned or licensed by
inDplay. inDplay's methods and processes are proprietary to
inDplay alone, and no use of any of the methods or processes by any
other party - apart from Your use of the Service in accordance with
this Agreement - is permitted. The Authorized Content and any other
materials on the Service are protected by copyrights which are owned
or controlled by inDplay, its affiliates, other parties that have
licensed to inDplay the right to use their material, other members
or users of the Service or You "Copyrights". Some
of the names, characters, logos, images, and the Source Information
are also trademarks owned or controlled by inDplay, its affiliates,
other parties that have licensed to inDplay the right to use their
material, other members or users of the Service or You ("Trademarks").
Except as explicitly permitted by the respective owner or licensee
of the Copyrights and/or Trademarks, material from inDplay may not
be copied, quoted, reproduced, republished, displayed, modified,
broadcasted, transmitted, or distributed in any way. Except as
otherwise provided in this Agreement, nothing contained herein shall
purport to convey any ownership or other rights with respect to the
Copyrights and Trademarks. You hereby covenant that You will not
steal or otherwise illegally copy, modify, distribute, or
misappropriate, in whole or in part, the "platform" or methods of
the Service and/or any of the materials and information contained on
the Service, including without limitation, via electronic means
(such as "spiders" or other electronic
information-gathering processes). You agree not to modify, adapt,
translate, rent, lease, loan, distribute, prepare derivative works
from, decompile, reverse engineer, disassemble or otherwise attempt
to derive source code from the inDplay Service or related software.
You also agree not to remove, obscure, or alter inDplay's
copyright notice, trademarks or other proprietary rights notices
affixed to or contained within or accessed in conjunction with or
through the inDplay Service. All rights not expressly granted to You
are reserved by inDplay or its suppliers.
5. Confidentiality. Confidentiality. Unless inDplay
expressly agrees otherwise, You agree to hold inDplay Confidential
Information in strict confidence and not to disclose, copy,
reproduce, sell, assign, license, market, transfer or otherwise
dispose of such information, or use such information for any
purposes whatsoever other than as necessary in order to fulfill Your
obligations or exercise Your rights under this Agreement. "inDplay
Confidential Information" includes, without limitation: (i)
all inDplay software, technology, programming, technical
specifications, materials, guidelines and documentation relating to
the Service; (ii) any click-through rates, financial information
(including pricing), business information, including operations,
planning, marketing interests, products, and any other reporting
information provided by inDplay; and (iii) any other information
designated (in writing, orally or in any other form) by inDplay, at
or before the time of disclosure, as confidential or proprietary, or
provided under circumstances reasonably indicating that the
information is confidential or proprietary. inDplay Confidential
Information does not include information that (a) has become
publicly known through no breach by You, (b) was known by You at or
before the time such information was received from inDplay, as
evidenced by Your tangible (including written or electronic)
records, (c) has been independently developed without access to
InDplay Confidential Information and without breach of this
Agreement, as evidenced by Your contemporaneous tangible (including
written or electronic) records; (d) has been rightfully received by
You from a third party that is not under an obligation of
confidentiality with respect to such information; or (e) required to
be disclosed by law or by lawful order by a governmental authority.
You agree to provide Transaction terms, contracts, and other
relevant information to the inDplay Service to complete Transactions
initiated using or resulting from use of the inDplay Service.
inDplay agrees to hold all information in confidence, and will not
disclose any of such information to any third party (other than its
employees, agents, consultants, subsidiaries or other affiliates who
need to know such information and who are subject to similar
obligations of confidentiality as set forth in this paragraph),
unless instructed to do so by a court of law or with express written
permission from both You and the other party to the Transaction.
Furthermore, inDplay will only use such information to the extent
necessary to collect its Service Fees as outlined below in Section
11 (Fees and Payments) and as otherwise required to perform the
Service.
6. Your Representations and Warranties. You represent
and warrant to inDplay that:
(A) You possess the legal right and ability to enter into this
Agreement;
(B) You are 18 years of age or above;
(C) You represent that Your electronic signature as represented on
this Service and however made and affixed to contracts and
agreements (both between You and inDplay or between You and other
inDplay members) is Your binding commitment to honor and adhere
strictly to the terms of these contracts and agreements as though
they had been made and signed by You in person, You further agree to
the personal jurisdiction of courts and laws described in Section 21
(Applicable Laws) and You additionally agree that these laws do
govern interpretation and enforcement of these contracts and
agreements;
(D) Your Authorized Content and Source Information is true and
correct to the best of Your knowledge and, furthermore, You accept
strict responsibility for the accuracy and integrity of any factual
assertions You make in connection with Your Authorized Content or
Source Information;
(E) Your Authorized Content and Source Information in connection
with the Service is:
(i) Your original and novel work and no other persons have any
rights therein or the and/or You have all necessary rights,
licenses,consents,or other approvals to grant the licenses herein
(evidenced by documentation that inDplay may review at its request
pursuant to its confidentiality obligations in Section 5
(Confidentiality) above);
(ii)not in the public domai
(iii) and not and will not infringe on or misappropriate any
copyrights, trademarks, trade secrets, patents,other intellectual
property rights, privacy rights, publicity rights,or any other
proprietary or personal rights of any person or entity;
(F) any and all Authorized Content shall be free and clear from any
liens, encumbrances, or any restrictions that will prevent or hinder
inDplay from fully performing the Service and its rights and
obligations hereunder, and shall not subject inDplay to any costs,
claims, or liabilities of any kind or nature, including without
limitation claims of any unions or collective bargaining
associations with respect to the work or performances of any guild
members or union members included therein or thereupon, and claims
of any copyright-holders or other rights-holders with respect to the
subject material; and
(G) You acknowledge that inDplay receives many ideas, scripts and
projects and that there is a possibility that some of these are
similar or identical to Your Authorized Content, and that
inDplay's use of other material containing elements similar to
or identical with those contained in Your Authorized Content shall
not obligate inDplay to negotiate with You or entitle You to any
compensation. You agree that no fiduciary relationship is
established between You and inDplay as a result of Your submission
of Authorized Content to inDplay hereunder. You understand that
submission of Authorized Content and Source Information is not made
in confidence and shall not be held in confidence by inDplay, with
the exception of Transaction information as more fully described in
Section 5 (Confidentiality) above. You acknowledge that inDplay has
no obligations to You except as explicitly set forth herein, and
that no other obligations exist or shall exist.
7. Identities. inDplay reserves the right to check,
from time to time, the accuracy of Your identity, and any other
information You supplied. However, inDplay cannot and does not
guarantee the listed identity of any Service user, or the accuracy
of any information listed by any user. Since inDplay may be unable
to authenticate all information provided by all members or users, it
is Your sole responsibility to conduct Your own due diligence
inquiry to confirm the identity or identities, and/or age or ages,
of those with whom You intend to communicate or conduct any
business.
8. Disclaimer of Warranties and Limitation of Liability.
The inDplay Service provides a forum for the viewing and accessing
of Authorized Content and Source Information. inDplay encourages You
and all members or users to communicate between yourselves as to the
exact specifications and features of Authorized Content, before any
Transaction regarding any Authorized Content is complete. inDplay
bears no responsibility for effecting these due diligence inquiries
for You or any other user. inDplay is not in any way responsible for
the Authorized Content or information or other material posted using
the Service. inDplay makes no warranty or representation herein to
You or to any other user that any rights relating to any Authorized
Content or Source Information are actually free and clear for
purchase, optioning, licensing or other use, and that a user will
actually complete a Transaction. Neither the quality of Authorized
Content nor the integrity of rights with respect thereto shall be
deemed to be guaranteed by inDplay. YOU AGREE THAT YOU WILL NOT HOLD
INDPLAY RESPONSIBLE FOR OTHER USER'S ACTIONS OR INACTIONS,
INCLUDING WITH RESPECT TO THE MATERIALS AND INFORMATION THEY POST ON
OR SUBMIT TO THE SERVICE. THE SERVICE AND THE MATERIALS IT CONTAINS
ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. INDPLAY
EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, REGARDING THE SECURITY, RELIABILITY, AND
PERFORMANCE OF THE SERVICE AND ANY WARRANTY OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE
THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO
EVENT SHALL INDPLAY OR ANY OF ITS PRINCIPALS, OWNERS, PARENTS,
SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, ATTORNEYS, JOINT VENTURERS, CONTRACTORS,
CONSULTANTS, SUPPLIERS AND OTHER AFFILIATES, BE LIABLE FOR ANY
DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE
DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS
OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, WHETHER
IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM OR
RELATING TO USE OF OR ACCESS TO THE INDPLAY SERVICE AND ANY PROPOSED
TRANSACTION (SUCH AS MOTION PICTURE RIGHTS AGREEMENTS) IN CONNECTION
THEREWITH, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE
AND THE MATERIAL IT CONTAINS AT YOUR OWN DISCRETION AND RISK AND
THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR AUTHORIZED CONTENT, AND
FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD AND ANY MATERIAL AVAILABLE VIA THE SERVICE
(DIRECTLY OR INDIRECTLY). NOTWITHSTANDING THE FOREGOING, IF INDPLAY
IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL
BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID US IN
THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE
LIABILITY, OR (B) ONE HUNDRED DOLLARS (U.S. $100).
9. Strict Buyer Responsibility. You understand,
acknowledge, and agree that the strict rule and policy of inDplay is
"caveat emptor" (that is, "let the buyer beware," i.e., the buyer
buys at its own risk). inDplay offers absolutely no opinion or
warranties whatsoever as to whether or not any of the Authorized
Content is actually owned and/or controlled by those persons or
entities that have listed them (the "Listing Parties"),
or as to the quality or nature of the Authorized Content. Therefore,
inDplay offers You absolutely no warranty or representation in any
such regard. It is in theory possible, for example, that a Listing
Party: (A) might list a prospective license or option for a proposed
territory that might already be owned or controlled by another party
different from themselves; (B) might otherwise incorrectly list
Authorized Content on the Service that such Listing Party does not
fully own or control; and/or (C) may fail to consummate a
Transaction even if required to do so. inDplay cannot prevent
instances such as these from occurring, and You bear all risk and
responsibility with respect to consequences to You of any such
incidents occurring. inDplay can facilitate a Transaction, but
inDplay will not itself be a party to any such Transaction or
proposed Transaction, or a guarantor thereof. You agree that
inDplay's collection of Service Fees related to its Service
does not make inDplay a party to the Transaction. You are solely
responsible for: (i) carrying out Your own due diligence,
investigation, and other research to determine whether or not You
deem the Authorized Content to be truly free and clear for purchase,
license, optioning, or other proposed economic activity; (ii)
securing the assistance of Your attorney(s) and/or other advisor(s)
or counsel in such regard; and (iii) negotiating with a Seller (as
defined below in Section 11 (Fees and Payments)) as may be required
to consummate any Transaction. inDplay offers You no legal or other
advice and bears none of the risk with respect to any failure of You
to do so; or any of the other risks which, as You understand,
acknowledge, and agree, are inherent in the speculative business of
entertainment.
10. Membership Types. inDplay provides two membership
types the "Premium" and "PRO". All
inDplay members are initially Premium members and inDplay offers on
the Service a web application for particular members who will be
active Buyers to upgrade to PRO membership. If You are a Buyer
interested in PRO membership, please contact us via the web page at
http://www.indplay.com/pro
or send an email to bd@indplay.com.
11. Fees and Payments. While there is no charge to
submit Authorized Content or Source Information or Rights
Information on the Service, inDplay will if You are a Seller
charge You a fee for providing the Service (the "Service Fee")
in the following instances:
(a) when You complete a Transaction through the Service (which You
will use Your best efforts to do), or
(b) if Buyer and You became aware of each other as a result of any
use of the Service or communicate in any way using the Service, You
agree to pay inDplay the Service Fee for any Transaction completed
with the same Buyer for any film, television, music and/or
multimedia content related to Your Authorized Content or Source
Information or Rights Information that You submitted to the Service,
regardless of whether or not the Transaction is completed through
the Service, within 2 years after the initial date of communication
via the Service. For clarity, If a Transaction occurs between You
(as Seller) and a Buyer from any manner of use of the Service, then
You agree to pay inDplay the Service Fee.
The Service Fee will be nine percent (9%) of all amounts paid by
Buyer to Seller pursuant to a Transaction and as the Seller, You
covenant and agree that inDplay is entitled to and will be paid the
Service Fees whenever Buyer makes a payment to You for the duration
of the contract or agreement authorizing the Transaction. Your
breach of this covenant will constitute a breach of this Agreement,
and You will reimburse inDplay for all of its costs and expenses
related to the collection of such Service Fees.
As a Seller, You agree to notify inDplay in writing or via the
Service within fourteen (14) days of the completion of any
Transactions described in Section 11(b) above. If You fail to
inform inDplay of any such Transaction, and inDplay discovers that
You have completed such Transaction, the Service Fee will be
increased to twenty percent (20%) of all amounts payable by Buyer to
Seller pursuant to such Transaction, and You agree to reimburse
inDplay for all of its costs and expenses related to the collection
of such Service Fees.
As the Seller, Your Service Fees payments are due to inDplay net
thirty (30) days from the date on which Buyer makes a payment to You
under a Transaction. Payment of the Service Fees due to inDplay will
be made by You to inDplay when the Buyer makes payment to You. For
payments received by inDplay after the due date, the lower amount of
a one and a half percent (1.5%) interest or the maximum permitted by
law will be charged to You monthly on the amount outstanding past
due balance until the full amount is paid. Payments will be credited
first against collection fees (if any), then interest, then the
oldest amount due. inDplay reserves the right to audit or have
audited Your records to verify correct payments. You agree
notwithstanding anything to the contrary in your Transaction
contracts that both You and Buyer are permitted to give Transaction
and payment information to inDplay to support inDplay Transaction
record keeping and collection of Service Fees. Audits will be made
during normal business hours at inDplay's expense (except in
the event that any such audit reveals that You have underpaid
inDplay by five (5%) or more, in which case the entire cost of such
audit shall be paid by You) and with Your cooperation. inDplay
reserves the right to impose additional fees for the Services at any
time. Prior to introducing any new fee structures or membership
types, You will be notified via email about changes to the inDplay
Service and given the opportunity to modify or terminate Your
membership.
12. Price and Other Manipulations. You agree not to
misuse, interfere with, or abuse the Service, or other members or
users, with respect to price of Authorized Content, member listings,
or any other matter; and in the event of any dispute concerning such
matters, inDplay's determination shall be final, conclusive and
binding. Specifically, You agree not to manipulate, or otherwise
unlawfully or wrongfully use, prices or any other information
relating to any listing of Authorized Content, licensing contract or
other activity relating to the Service by, for example, listing
lower contract offer prices in the inDplay Service than actually
being negotiated, making false offers, or engaging in any online
activity that may interfere with an Authorized Content listing or
any proposed Transaction (including without limitation "hacking" the
Service or using another User&paos;s identity).
13. No Offensive Authorized Content or Pornography. You
agree that any and all material You cause to be listed on or
otherwise transmitted to the Service: (A) shall violate no laws; (B)
shall not be pornographic; and (C) shall not be otherwise
objectionable, defamatory, libelous, or offensive with respect to
applicable standards, customs, or practices. If there is any dispute
in any of these regards, the determination made by inDplay shall be
final, conclusive, and binding. Notwithstanding the foregoing, the
listing of any material on the Service, including without limitation
Authorized Content or Source Information, shall not be deemed a
warranty, representation, covenant or other indication by inDplay
that such material is compliant with any law, standard, custom or
practice. inDplay is not liable or otherwise responsible for the
content of any such material. inDplay reserves the right from time
to time to make and revise guidelines relating to the listing of
material and the content of such material using the Service. inDplay
may remove material from the Service at any time.
14. No Responsibility for Loss. It is Your strict
responsibility to retain copies of all Authorized Content, or other
materials, and ensure that You absolutely keep Your original copy of
any such material safe throughout the process of listing or
otherwise uploading or transmitting material to the Service and
thereafter. inDplay recommends that You back up all Your materials,
as inDplay is not responsible for doing that for You. inDplay shall
not be responsible for any loss of or damage to Authorized Content,
or other materials, or any copies thereof, for whatever reason and
under whatever circumstances.
15. Uploading and Technological Problems. A user can
elect to download a trailer or other Authorized Content, if a Seller
chooses to upload and post such Authorized Content to the Service.
If You upload or otherwise post any Authorized Content on or to the
Service or otherwise transmit the Authorized Content in connection
with the inDplay Service, You do so at Your own sole and exclusive
risk, including without limitation, the risk that Your Authorized
Content will be "stolen" or otherwise abused or misused. inDplay
does not guarantee that the technology used for the Service will in
fact be compatible with all computer systems. inDplay bears no
liability or other responsibility for any incompatibility of
software or computer systems, or any other technological failure.
inDplay does not guarantee uninterrupted or secure access to the
inDplay Service. The inDplay Service may be interrupted by factors
outside of the control of inDplay. inDplay makes no warranty or
representation that any Authorized Content, element thereof, or
other content, will actually be accessible or view-able by a user,
or will actually be marketable.
16. Viruses. You represent, warrant and agree that any
Authorized Content or other materials You furnish to inDplay or
upload to the Service hereunder, and the media on which they are
contained, shall contain no computer code, instructions or other
matter which may: (A) harm, disrupt, damage, disable, or interfere
with the Service or inDplay's or its affiliates use of their
computer or telecommunications facilities for their purposes; (B)
harm the interest or property of other inDplay members or users; or
(C) perform functions which are not an appropriate part of the
functionality of such computer programs, documentation, or other
materials and whose result is to disrupt the use or operation of
such computer programs, documentation or other materials. inDplay
cannot warrant or represent to You or any user or other party that
the Service will operate and continue to operate in a virus-free
fashion, and it is Your responsibility to maintain such "firewalls",
anti-virus or other protection systems which You may deem necessary
or appropriate for Your protection.
17. User Status Not Transferable. You cannot sell or
otherwise transfer Your user name or account name or offer it to
another person or entity under any circumstances. Any such
endeavored sales or transfers shall be void immediately and shall,
in inDplay's sole discretion and at inDplay's election,
lead to suspension, discontinuation, or cancellation of the subject
user account. Furthermore, all parties agree that inDplay shall be
entitled to receive compensation from the violating party in an
amount sufficient to cover any and all financial damages due to the
transfer of user or account names.
18. Indemnity. You hereby release, defend, indemnify,
discharge, and hold inDplay and its principals, owners, parents,
subsidiaries, officers, directors, shareholders, employees,
representatives, agents, attorneys, joint venturers, contractors,
consultants, suppliers, customers, and other affiliates (the
"Indemnified Person(s)") harmless from and against any and all
claims, liability, suit, proceeding, demand or action, and any
damages, losses costs (including reasonable attorneys" fees and
other legal costs), expenses, or settlement awards incurred in
connection therewith, brought against any Indemnified Person(s)
arising out of, or related to (i) Your Authorized Content or any
other material furnished to inDplay or uploaded to the Service by
You or for You with Your authorization, (ii) any use thereof, (iii)
Your use of the Service and any materials of other users, (iv) any
agreement or dispute that You have with one or more other members or
users of the Service; and/or (v) Your breach of any term of this
Agreement, including without limitation:
(A) Any claim that Your Authorized Content or any other material
furnished to inDplay or uploaded to the Service by You infringes,
misappropriates or violates any copyright, trademark, trade secret,
privacy, publicity or other intellectual property or proprietary
right of any person;
(B) Any claim of libel, defamation, fraud, misrepresentation or
other similar claim in connection with Your Authorized Content or
any other material furnished to inDplay or uploaded to the Service
by You;
(C) Any claim based on any breach or claimed breach by You, any user
or other third-party of any agreement or understanding to which You
have entered in connection with the Service;
(D) Any claim based on any incident or incidents of theft or piracy
of any Authorized Content, or any element thereof (including,
without limitation, as may relate to any materials, screeners,
trailers, screenplays, and information);
(E) Any claim based on any incidents or reported incidents wherein
any Authorized Content, or element thereof, or other electronic
media or material is lost or stolen from the Service;
(F) Any claim based on the conduct of any user, buyer, seller,
listing party, escrow service, or any other third-party, including
without limitation any misrepresentation or other inaccurate
information communicated by any user; To the extent that California
law may apply, for the purpose of Your release set forth herein
above, You, upon such release becoming effective, shall be deemed to
have expressly, knowingly, and intentionally waived for You and Your
affiliates including Your legal successors and assigns, the benefits
and rights of section 1542 of the California Civil Code, which
states as follows: "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." California
Civil Code 1542. You acknowledge that You have received independent
legal advice from Your attorney(s), or else have been directed to
seek such advice herein, with respect to waiving the provisions of
California Civil Code 1542; and You acknowledge that this waiver is
a material inducement to and consideration for inDplay to enter into
this Agreement. You likewise shall be deemed to have waived the
benefits of any statute, rule or doctrine, or common law principle
of any jurisdiction whatsoever of similar effect to section 1542 of
the California Civil Code.
19. Termination; Withdrawal of Content; Discontinuance of
Service.19. Termination; Withdrawal of Content; Discontinuance
of Service. Either party may terminate this Agreement immediately
upon written notice to the other party if the other party files a
petition for bankruptcy, becomes insolvent, or makes an assignment
for the benefit of its creditors, or a receiver is appointed for the
other party or its business. You may terminate this Agreement upon
thirty (30) days prior written notice, however, You will still be
bound by the terms listed in Section 11 (Fees and Payments) as well
as the other surviving clauses listed in Section 25 (Survival). You
may ask to withdraw Your Authorized Content or Source Information
from public display in the Site by providing inDplay with a written
request as set forth in Section 23 (Notices). inDplay will use
commercially reasonable efforts to remove Your Authorized Content
from public display on the Site within thirty (30) days from receipt
of notice of termination or withdrawal and in a manner consistent
with the terms of Section 2 (License).
20. Privacy and Information Rights. You agree that
inDplay may collect and use both personally identifiable and
non-personally identifiable information that You provide to inDplay
when You register for the Service or otherwise use the Site or
Service (including but not limited to contact and billing
information) in accordance with the Privacy Policy located at
http://www.inDplay.com/privacy.html, which is incorporated
herein by reference.
21. Applicable Laws. 21. Applicable Laws. You hereby
warrant, represent, agree and covenant that You will comply with all
applicable laws of Your respective countries and other
jurisdictions, as well as those other laws which may apply to You as
a result, or which are otherwise related to any economic or other
activity in connection with the inDplay Service. You agree that You
shall not utilize the inDplay Service in a manner which violates any
law. The use of the inDplay Service is subject to all applicable
laws, including without limitation, regulation by agencies of the
U.S. government, including the U.S. Department of Commerce, which
prohibit export or diversion of certain products and technology to
certain countries. You understand and acknowledge that the
Authorized Content is subject in all respects to such United States
laws and regulations as shall from time to time govern the license
and delivery of technology and products abroad by persons subject to
the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation,
and the Export Administration Regulations issued by the Department
of Commerce, International Trade Administration, Bureau of Industry
and Security. It is Your responsibility to ensure Your own
compliance with all applicable laws. inDplay is not responsible for
the laws of any country or other jurisdiction which might prevent,
interfere with, impair, or otherwise adversely affect any economic
activity relating to the inDplay Service, including without
limitation any applicable laws which might cancel or render void a
sale, option, or license, or otherwise make such Transaction more
expensive than originally contemplated by some or all of the parties
or intended parties thereto.
23. Notices. Unless provided for to the contrary in
this Agreement (see paragraph regarding "The Digital Millennium
Copyright Act of 1998 " in section 2 of this document), any and
all notices or other communications or deliveries required or
permitted to be made under this Agreement shall be sent (a) if to
You, at the electronic mail address You provide during registration
for the Service, and (b) if to InDplay, must be sent by U.S.
certified mail to:
Attn: Legal Dept, inDplay, Inc. P.O. Box 2698, Venice, CA 90294 USA,
Notice shall be deemed received (i) upon receipt when delivered
personally, (ii) upon written verification of receipt from overnight
courier, (iii) upon verification of receipt of registered or
certified mail (iv) upon verification of receipt via facsimile,
provided that such notice is also sent simultaneously via first
class mail, or (v) by electronic mail when sent by InDplay only.
Contact information shall be updated as necessary to ensure that
each party has current information regarding all such contacts.
24. General. You shall not and shall not have the right
to assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, by operation of law or otherwise, this
Agreement or any of Your rights or obligations under this Agreement
without the prior written consent of inDplay. Any purported
assignment, sale, transfer, delegation or other disposition by You,
except as permitted herein, shall be null and void. inDplay shall be
entitled to assign, sell, transfer, delegate or otherwise dispose
of, whether voluntarily or involuntarily, by operation of law or
otherwise, this Agreement and any of its licenses, rights or
obligations thereof. The relationship between InDplay and You is not
one of a legal partnership relationship, but is one of independent
contractors with respect to each other, and there is no affiliation
to one another other than the use of the inDplay as an exchange of
information for the purposes of listing and endeavoring to buy,
sell, license, option, or engage in other economic activity with
respect to Authorized Content. The words "You" or "Your" shall also
mean heirs, executors, administrators, successors, legal
representatives and permitted assigns. This Agreement does not
affect any right that either party would have had, or shall have,
independent of the Agreement including rights relating to Authorized
Content under applicable law, including but not limited to copyright
law. Neither party shall be liable for failing or delaying
performance of its obligations resulting from any condition beyond
its reasonable control, including but not limited to, governmental
action, acts of terrorism, earthquake, fire, flood or other acts of
God, labor conditions, power failures, and Internet or other network
disturbances. Headings contained herein are for reference only and
shall not be given any legal effect. If any provision of this
Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and remain
enforceable between the parties. The failure of either party to
insist upon or enforce performance or to act in the event of a
breach of this Agreement by the other shall not be deemed a waiver
of such breach or a waiver of future breaches or relinquishment of
the first party's right to assert or rely upon the provision,
right, or remedy in that or any other instance; rather the
provision, right, or remedy shall be and remain in full force and
effect. This Agreement may be signed in counterparts, each of which
shall be deemed an original, but all of which taken together shall
constitute one and the same agreement. A facsimile or equivalent
electronic "Adobe PDF" upon receipt may be deemed an original for
all purposes. This Agreement, and with respect to Buyers the inDplay
PRO Buyer Supplemental Membership Agreement, sets forth the entire
understanding and agreement between the parties with respect to the
subject matter hereof. This Agreement is to be construed in
accordance with and governed by the internal laws of the State of
California (without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and
duties of the parties), and any disputes arising herefrom shall be
determined by a court of competent jurisdiction in Los Angeles
County, California (or such other venue which inDplay may elect as
appropriate, in its sole discretion), and You hereby submit to the
personal jurisdiction thereof. The parties specifically exclude from
application to the Agreement the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act. Should legal action arise
concerning this Agreement, the prevailing party shall be entitled to
recover all reasonable attorneys' fees and related costs, in
addition to any other relief which may be awarded by any court or
other tribunal of competent jurisdiction. In the event of any
contradiction between the terms of this Agreement and the terms of
the User Agreement or Privacy Policy, the terms and conditions of
this Agreement shall prevail.
25 Survival: The provisions of the introductory
paragraph and Sections 2, 4, 5, 6, 7, 8, 9, 11, 14, 17, 18, 19, 21,
23, 24 and 25 shall survive any expiration or termination of this
Agreement.
inDplay
PRO Buyer Supplemental Membership Agreement
This inDplay PRO Buyer Supplemental
Membership Agreement (the "PRO Supplemental Agreement") is
made by and between inDplay, Inc ("inDplay"), a California
corporation with its business address at 3000 Bridge Parkway, Suite
200-201, Redwood Shores, CA 94065, and the professional buyer ("You",
or "Your", or the "PRO Buyer") as identified in the
signature block at the end of this PRO Supplemental Agreement.
inDplay and You are collectively referred to as the "Parties".
This PRO Supplemental Agreement includes
supplemental terms to Your inDplay Membership Agreement that You
have entered into online on the Site. The terms of Your inDplay
Membership Agreement are hereby incorporated by reference, and all
capitalized terms not otherwise defined herein shall have the
meanings given to them in Your inDplay Membership Agreement.
1.Obligations of an
inDplay Pro Buyer. As a Buyer, You are given expanded
access to the Service, including the ability to see the "avails"
offered by Sellers make offers to Sellers, receive counter-offers
from Sellers, complete Transactions, manage Your rights and
contracts, and manage Your payments pursuant to Transactions. In
exchange for expanded access to the Service, You agree to:
1.1
Use Your best efforts to complete Your
Transactions with Sellers through the Service, and not bypass the
Service or help Sellers circumvent the Service or Sellers'
obligations to pay inDplay the Service Fees.
1.2
Notify inDplay within fourteen (14) days
of completing Transactions which are not completed through the
Service.
1.3
Make all payments owed to Seller as a
result of Your Transactions on each payment event or payment due
date, along with providing to the inDplay Service at the same time
as to Seller the reports on all payments made, payment obligations
and schedule of payment due-dates related to Your Transactions, as
described in greater detail in Section 11 (Fees and Payments) of
Your inDplay Membership Agreement. In Section 11 (Fees and
Payments) of the inDplay Membership Agreement You and Seller have
agreed that you are both allowed to provide such reports to
inDplay.
1.4
Respond within thirty (30) days to
requests from inDplay for information, including but not limited
to, information about Sellers with whom You have communicated via
the Service, whether or not You have completed any Transactions
related to Authorized Content with such Sellers regardless of
whether or not such Transactions were completed through the
Service and any Transaction terms, contracts, and other relevant
information to the Service relating to any Transactions. inDplay
agrees to make such requests no more than once per calendar
quarter.
2. Term and Termination.
2.1
Subject to Section 2.2 below, this PRO
Supplemental Agreement shall take effect on the date last signed
below and shall expire or terminate when Your inDplay Membership
Agreement expires or terminates, provided however, that the terms
of Section 1 shall survive until the final payment of the last
Transaction in which You are a party.
2.2
Either Party may terminate this PRO
Supplemental Agreement for any reason effective upon thirty (30)
day written notice to the other Party stating the terminating
Party's intention to terminate. However, termination of this PRO
Supplemental Agreement does not terminate your inDplay Membership
Agreement.
3.Buyer Service Fees.
As additional consideration for expanded access to the Service, You
agree to pay inDplay the certain fees (the "Buyer Fees") as
specified here:
3.1
Buyer Fee
Amount:
inDplay Service does not charge Buyer Transaction fees Other Fees
WAIVED
until June 30, 2008
3.2
inDplay reserves the right to impose
additional fees for use of the Service at any time. Prior to
introducing any new fee structures or membership types, You will
be notified via email about changes to the Service and given at
least thirty (30) days to modify or terminate Your PRO
Supplemental Agreement.
3.3
Nothing herein waives any Service Fees
due inDplay under the inDplay Membership Agreement.
4.General Provisions. This
PRO Supplemental Agreement shall not be assigned except in
connection with any permitted assignment of Your inDplay Membership
Agreement (in which case the Parties agree that this PRO
Supplemental Agreement shall be assigned along with Your inDplay
Membership Agreement). Your inDplay Membership Agreement and this
PRO Supplemental Agreement sets forth the entire understanding and
agreement between the Parties with respect to the subject matter
hereof and supersede all prior discussions, agreements, and
understandings of every kind and nature between them. No amendments
to this PRO Supplemental Agreement shall be effective unless made in
writing and executed by duly authorized representatives of inDplay
and You. This PRO Supplemental Agreement may be fully executed in
two (2) original counterparts, each of which shall be deemed an
original. In the event of conflicting provisions between Your
inDplay Membership Agreement and this inDplay PRO Supplemental
Agreement, this inDplay PRO Supplemental Agreement shall govern.
Nothing in this PRO Supplemental Agreement alters, diminishes,
waives or terminates the Parties' rights, obligations and remedies
under Your inDplay Membership Agreement.
IN WITNESS WHEREOF, each of the Parties
hereto has caused this PRO Supplemental Agreement to be executed on
its behalf by its duly authorized representative.
Pro Buyer:
inDplay, Inc.
3000 Bridge Parkway, Suite 200 - 201
Redwood Shores, CA 94065
USA
By:
By:
Name: Richard Parenteau
Name:
Title: VP Operations
Title:
Date:
Date:
close
Copyright inDplay, Inc. 2005-2006. All rights reserved. inDplay and the inDplay logo are service marks of inDplay.
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