IMGN Software Ltd. (“IMGN“, “us“, “our“, or “we“), a company incorporated in the State of Israel with Company No. 516370897, has developed a cloud-based service that facilitates film production processes by automating part of the process and by providing user-friendly management tools to oversee the production throughout all its stages (“Solution“). These Terms of Service (“Terms“) govern your access to and use of the Solution and the services available thereon (“Services“). Our Privacy Notice, available at https://imgn.ai/privacy (“Privacy Notice“) governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means an individual using the Services.
Please read these Terms carefully. By clicking on the button marked “I agree” you signify your assent to these Terms. Changes may be made to these Terms from time to time and your continued use of the Services following any changes to these Terms signifies your assent to the amended Terms. If you do not agree to any of these Terms, please do not click the button marked “I agree” and do not use the Services.
If you are registering on behalf of any entity or company, such as a production company or studio, (“Company“) you represent that you are authorized to enter into, and bind the Company to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company. The right to access the Services is revoked where these Terms or use of the Services is prohibited.
1.1. Subject to these Terms, IMGN allows you to access and use the Solution and Services on a non-exclusive basis for the Company’s internal business purposes.
1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Solution and/or Services.
1.3. If you are registering on behalf of a Company, you further represent and warrant that (a) when we process Personal Data of the Company’s end users on its behalf for the purpose provision of the Services, the Company will at all times be considered the data Controller (as defined in the GDPR, defined below) and shall be responsible for compliance with its obligations as such under applicable law including the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR“) and any other applicable data protection laws. IMGN shall act solely as a data Processor (as defined in the GDPR) on the Company’s behalf, all in accordance with the Data Processing Agreement (“DPA“), available at https://imgn.ai/dpa, which is incorporated herein by reference; (b) the Company has and shall maintain throughout the term of these Terms and the DPA all necessary legal bases required under applicable law in order to provide Personal Data to IMGN and allow IMGN to provide its Services as a Processor; where consent serves as the legal basis, the Company shall obtain such consent before providing IMGN with the data; (c) the Company shall not provide any Special Categories of Data (as defined in the GDPR) and/or any data or information subject to special regulatory or statutory protection regimes (including but not limited to data regarding children, financial and health data).
1.4. Pre-Production Stage. Users may upload the production’s screenplay to the Solution. The Solution scans the screenplay, identifies relevant information necessary for the pre-production stage, and organizes the details of a scene in an easy-to-manage format. The Solution details the location, props, actors, relevant crew, and support staff for each scene and sets up a filming schedule. The Solution also assesses how much each scene is expected to cost. Once an initial call sheet is produced, users can adjust the details, save different versions, compare between different call sheet models, and export versions as worksheets. Users can view the call sheet by scene, date, location, or task. For example, all makeup tasks or all construction tasks can be viewed alone in a single tab. Once a call sheet is finalized, the Solution will email all personnel with the production details relevant to them.
1.5. Production Stage. Users can continually update a production’s call sheet using the Solution. The Company can monitor a production’s progress in real-time. Users can also draft and submit daily reports at the end of each filming day.
2.1. A user may be designated as either an “Administrator,” “Manager,” or a “Member.” Initial registration of a Company account must be completed by an Administrator. Following the initial setup of a Company account, the Administrator may add additional users to the account and designate them as either Managers or Members. Depending on the categorization of your user account and the settings set by the Administrator, different services may be available to you. We will send you initial login credentials to the email address the Administrator provides to us. When logging in for the first time, you will be asked to change your password. To complete the registration process, you must provide all (additional) registration information that we request. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services. If you are an Administrator, you represent and warrant that you have the full right and power to provide IMGN with any Personal Data of a third party and that you are fully and solely responsible for providing IMGN with email addresses only related to personnel connected with your Company.
2.2. IMGN may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of users a Company may register, at its sole discretion, all subject to applicable law.
2.3. You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, IMGN will not be liable for any losses or damage arising from unauthorized use of your account or password. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.
3.1. You acknowledge and agree that IMGN may suspend or terminate your account at any time by providing three (3) days prior notice. In addition, upon the occurrence of any of the following events, IMGN may suspend or terminate your account immediately and may take any other corrective actions it deems appropriate: (i) violation of the letter or spirit of these Terms, (ii) behavior that is fraudulent, harassing, abusive, illegal or harmful to other users, third parties, or the business interests of IMGN, or (iii) if applicable, failure to make payment in accordance with the terms specified herein, including chargebacks. If the Terms entered between the Company and IMGN for the provision of Services are no longer in effect, all user accounts associated with the Company account will be terminated automatically. If your account is terminated, you may not rejoin IMGN again without express permission. IMGN may modify or discontinue the Services for all users at any time, provided, however, that such changes will not apply to outstanding projects without the provision of a prorated refund. Upon termination of your account, you shall not have any further access to any content or materials that may be available through your account.
3.2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
3.3. You may request termination of your IMGN account at any time and for any reason by sending an email to firstname.lastname@example.org. Following such request, IMGN shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
4.1. IMGN currently offers its Services free of charge, however, IMGN reserves the right to charge a fee for use of the Services at a later date at its sole discretion. We shall only charge a fee for the Services after notifying you in advance of the change.
4.2. If you are charged a fee for the use of our Services, you agree to pay IMGN the fees as agreed between the parties in writing. You will be asked to provide customary billing information such as name, billing address, and credit card information either to IMGN or its third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided, either directly by IMGN or indirectly, via a third-party online payment processor or by one of the payment methods described in the Services. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that third party’s service and that third party’s Personal Data collection practices. Please review such terms and conditions and privacy policies before using such services.
4.3. Where applicable, Taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.
4.4. Please note that IMGN may impose or deduct foreign currency processing costs on or from any payments or payouts by IMGN in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.
5.1. IMGN allows you and other users associated with your Company’s account to provide certain types of content through the Services, including scripts, pictures, reports, comments, amendments, feedback, and any modifications or derivatives of the foregoing (“User Content“)
5.2. User Content comes from a variety of sources. You understand that IMGN is not responsible for the accuracy, usefulness, safety, appropriateness, or infringement of any intellectual property rights of or relating to the User Content. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
5.3. IMGN DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY USER CONTENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE USER CONTENT. IMGN DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO IMGN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
6.1. IMGN has no obligation to accept, display, or maintain any User Content. Moreover, IMGN reserves the right to remove and permanently delete any User Content provided by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you provide by way of the Services. You represent and warrant that any User Content that you provide (i) complies with applicable law; (ii) does not infringe or violate any third party intellectual property rights, privacy or publicity rights, or moral or other rights; and (iii) that you have all necessary rights, licenses, consents, and authorities required under applicable law to provide such User Content.
6.2. Without limiting the foregoing, you agree that you will not transmit, submit, upload, or otherwise provide any User Content or act in any way that (i) restricts or inhibits the use of the Services; (ii) violates the legal rights of others; (iii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iv) is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (v) does not comply with all applicable laws, rules and regulations; (vi) contains material we determine to be offensive, including that which promotes, hate, violence, or discrimination; (vii) constitutes harassment or threat; (viii) contains obscene material; and/or (ix) contains any virus, worm, trojan horse, or other harmful or disruptive components.
6.3. IMGN may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided, however, that IMGN reserves the right to treat User Content as content stored at the direction of users for which IMGN will not exercise editorial control except when violations are directly brought to IMGN’s attention.
6.4. It is possible for others to obtain Personal Data about you through your use of the Solution, including through any User Content that you make available through your account or Personal Data associated with your account. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details, location, or your job title) for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Solution or through any User Content by any user or any third party. By making any information available through the Solution, you acknowledge that you understand and have agreed to such risks.
8.1. IMGN or its licensors, as the case may be, have all right, title and interest in the Solution, Services, and any content thereon (excluding User Content), including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit, or otherwise use the content of the Solution for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Solution if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting you any right to use any trademark, service mark, logo, or trade name of IMGN or any third party. If you provide IMGN with any feedback regarding any content on the Solution and/or regarding the Services, IMGN may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
8.2. You or the Company have all rights, title, and interest in the User Content you submit. By submitting or posting any User Content, you grant IMGN and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, alter, and/or decompile such User Content solely for the purpose of provision of the Services.
9.1. IMGN refuses to use and will remove any User Content that infringes the rights of any third party when properly notified of such infringement, pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA“). IMGN may do so at its sole discretion and without prior notice to users at any time. IMGN shall terminate the accounts of repeat infringers in appropriate circumstances.
9.2. You are in the best position to judge whether User Content is in violation of the intellectual property or personal rights of any third party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
9.3. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed or that access to it be blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you to send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at email@example.com.
10.1. All information and content posted on the Solution are for informational purposes only and IMGN provides no guarantees with respect thereto. Your use of the Services is at your sole discretion and risk. The Solution, Services, and content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that the Solution and/or Services will be of good quality or useful for your needs.
10.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SOLUTION AND/OR THE SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOLUTION AND/OR SERVICES; (II) THAT THE SOLUTION OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SOLUTION AND/OR SERVICES.
10.3. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
10.4. You acknowledge and agree that IMGN is not a data retention service. You therefore must create backups of your data, and IMGN shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
11.1. Without derogating from any of the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any materials or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Solution. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s property, including mobile device or computer, resulting from the conduct of any users of the Solution, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data, provided by you or on your behalf. You hereby represent and warrant that you are solely responsible for any. All data provided to IMGN, including any incorrect data and you shall assume any and all liability for any consequences of the provision of such incorrect data to us.
11.2. IN NO EVENT SHALL IMGN OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOLUTION, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SOLUTION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT IMGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO IMGN FOR THE USE OF THE SERVICES, THEN IMGN SHALL NOT HAVE ANY LIABILITY TOWARD YOU.
Last updated: June 2022