Terms of Service
Learn how we collect, use, and protect your personal information with full transparency and care.
Eligibility, Authority, And Acceptance
1. Eligibility
You must be at least eighteen (18) years old and legally capable of entering into binding contracts to use the Platform.
2. Authority
If you access or use the Platform on behalf of a company, production entity, or other organization, you represent and warrant that you have full authority to bind such entity to these Terms.
3. Acceptance
Your access to or use of the Platform constitutes acceptance of these Terms and any policies or guidelines incorporated by reference. DenSyte's Privacy Policy is incorporated by reference into these Terms of Service and forms an integral part hereof.
Definition
For purposes of these Terms:
1. Producer
means a User who submits Blind Requests, reviews Submissions, licenses footage, or otherwise acquires audiovisual content through the Platform.
2. Cinematographer
means a User who sends Submissions, creates Custom Footage, or licenses Stock Footage through the Platform.
3. Blind Request
means a footage request submitted by a Producer in which identifying information is intentionally withheld.
4. Submission
means a response submitted by a Cinematographer to a Blind Request.
5. Custom Footage
means footage created specifically in response to a Blind Request.
6. Stock Footage
means pre-existing footage offered for license on the Platform.
7. Footage
means the footage licensed to the Producer by the Cinematographer, either Custom Footage or Stock Footage, as applicable.
8. License
means the limited, exclusive or non-exclusive (as expressly stated in the applicable Transaction), perpetual or term-limited (as specified), royalty-free license granted by the Cinematographer to the Producer to use the applicable Footage.
9. Transaction
means any agreement, license, or arrangement formed between a Producer and a Cinematographer via the Platform.
10. Production or Project
means a single, identifiable audiovisual work or body of related audiovisual works produced as part of the same program, film, episode, series, season, or branded content initiative, including all associated edits, versions, cutdowns, trailers, teasers, and language versions thereof, and the reasonable promotion, publicity, marketing, and advertising directly related to such work.
11. Platform Fee
means the fee retained by DenSyte, currently twenty percent (20%) of the Transaction amount.
12. Confidential Information
means all non-public information disclosed through the Platform, including Blind Requests.
13. Generative AI Tools
means any so-called artificial intelligence, machine learning, or generative systems capable of creating or materially assisting in the creation of audiovisual content. For the avoidance of doubt, this does not include technical, non-generative AI tools incorporated into industry standard hardware and software.
Role of the Platform
1. Marketplace-Only
The Platform is a neutral online marketplace that enables Producers and Cinematographers to discover one another and transact directly. DenSyte does not create, produce, direct, finance, commission, or own any of the footage on the Platform.
2. No Agency or Employment
Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between DenSyte and any User.
3. No Party to Transactions
DenSyte is not a party to any Transaction between Users and disclaims all responsibility arising from such Transactions.
4. No Control Over Footage or Conduct
DenSyte does not control, supervise, or guarantee the quality, legality, or suitability of any Footage, Submission, or User conduct. All legal clearances for any Footage are the responsibility of the Users.
Account Registration and Security
1. Registration
Users must register an account to access certain Platform features.
2. Accuracy of Information
You agree to provide accurate, complete, and current information and to update such information as necessary.
3. Account Security
You are solely responsible for maintaining the confidentiality of your credentials and for all activity under your account.
4. Suspension and Termination
DenSyte may suspend or terminate accounts for violations of these Terms, suspected misconduct, or risk to the Platform.
Blind Requests and Confidentiality
1. Purpose of Blind Requests
Blind Requests are designed to protect Producer identities and sensitive production information including titles and other identifying features.
2. Confidential Information
All information disclosed through Blind Requests, Submission, and related communications constitutes Confidential Information.
3. Confidentiality Obligations
Each User agrees to:- Use Confidential Information solely for purposes of evaluating or performing a Transaction;
- Not disclose Confidential Information to any third party;
- Not attempt to identify, contact, or solicit the other party outside the Platform.
License Issuance and Footage Delivery
1. Transaction Workflow
The Platform operates pursuant to the following order of operations, which all Users acknowledge and agree governs each Transaction:
First, either
- A Producer submits a Blind Request for Custom Footage; one or more Cinematographers send Submissions in response; and the Producer selects a Submission and agrees to the applicable pricing and License scope;
- OR a Producer selects Stock Footage on the Platform and agrees to license it pursuant to the terms offered;
THEN:
- The Producer submits full payment for the applicable License fee through the Platform;
- Upon confirmation of full payment, DenSyte facilitates issuance of an invoice and delivery of the License and non-watermarked footage.
For the avoidance of doubt, no License is granted and no rights are conveyed until full payment of the License fee has been successfully processed.
2. Issuance of Invoice
Upon receipt of full payment from the Producer, DenSyte shall, solely as an administrative convenience and not as a contracting party, issue or make available to the Producer an invoice from the Cinematographer.
Such invoice shall:
- Identify the Cinematographer as the licensor
- Identify the Producer as the licensee
- Reflect the applicable License fee
- Reflect the applicable License fee
- Incorporate by reference the License granted pursuant to these Terms and/or the applicable Transaction terms.
DenSyte does not assume any responsibility or liability for the contents of such invoice and does not become a party to the License by issuing or transmitting it.
3. Grant of License
Unless otherwise expressly agreed in writing through the Platform, the License:
- is granted only upon full payment of the applicable License fee;
- permits use of the Footage in a single production or project, and in all media and territories;
- does not transfer ownership of the Footage or underlying intellectual property;
- does not permit resale, sublicensing, or standalone distribution of the Footage as stock footage or similar content;
- is subject to the representations, warranties, limitations and other terms set forth in these Terms.
All rights not expressly granted in the License are reserved by the Cinematographer.
4. Delivery of Footage
Upon issuance of the invoice and License, DenSyte shall make available to the Producer a non-watermarked digital download of the footage covered by the applicable License.
DenSyte facilitates such delivery solely as a platform service and does not:
- modify the footage
- verify technical specifications
- warrant fitness for a particular purpose
- assume responsibility for the footage's suitability or legal clearance.
5. No Conditional Rights
Producers acknowledge and agree that:
- Watermarked previews, samples, or low-resolution files do not grant any usage rights
- No rights attach prior to full payment of the applicable License fee
- Any use of Footage prior to issuance of the License constitutes unauthorized use
Platform Neutrality
DenSyte:- does not grant the License
- does not own or control the Footage
- does not warrant the scope or sufficiency of the License for any particular use
- is not responsible for any dispute regarding the License scope, permitted uses, or infringement.
Any dispute concerning the License or use of the Footage is strictly between the Producer and the Cinematographer.
Recordkeeping
The Platform may retain records of: payment confirmation; issued invoices; License terms applicable to a Transaction; and delivery confirmation, solely for administrative, compliance, and dispute-resolution purposes.
Representations, Warranties, and Indemnities
1. Representations and Warranties of Cinematographers
Cinematographers represent and warrant that:
- They own or control all rights in the Footage
- The Footage is original and does not infringe upon or violate the copyrights, trademarks, patents or other proprietary rights of any other party
- All necessary consents, permissions and/or licenses have been obtained for the Footage from all third parties, including, if applicable, individuals, locations, musicians, performers, guilds, unions or other collective bargaining units, copyright owners and any other third party with any interest in the Footage
- All moral rights to the Footage have been waived to the maximum extent permitted by law
- They have full authority to grant the applicable licenses
- No Generative AI Tools were used at any stage of creation
- All Footage is the product of human authorship
- No synthetic, generated, or Generative AI Tools-assisted content is included
- Any Footage that includes wildlife was captured using ethical wildlife filmmaking practices
- Any Footage that includes wildlife was captured using ethical wildlife filmmaking practices.
2. Representations and Warranties of Producers
Producers represent and warrant that:
- The Footage shall be used solely in the production or for the permitted purposes as set forth in the License.
- Producer shall not permit the Footage to be made available to or to be used by any other party at any time or in any manner other than as provided for in the License.
3. Indemnification
Cinematographers agree to indemnify, defend, and hold harmless Producers and DenSyte from any claims arising from a breach of the above representations and warranties. Producers agree to indemnify, defend, and hold harmless Cinematographers and DenSyte from any claims arising from a breach of the above representations and warranties.
Fees, Payments and Payouts
1. Platform Fee
DenSyte retains a twenty percent (20%) Platform Fee from each Transaction.
2. Payment Processing
Payments are processed by third-party payment processors and use of such third-party payment processors shall be subject to their respective terms. DenSyte makes no representations or warranties, and expressly disclaims all implied warranties and conditions with respect to such third-party payment processors. DenSyte will not be liable to any User for any damage, cost, loss, expense or liability suffered or incurred by any User as a result of its use or inability to use (i) any third-party payment processor, or (ii) the Platform, to the extent that damage, cost, loss, expense or liability relates to or results from the User's use or inability to use any third-party payment processor. To the greatest extent possible, DenSyte will pass along to the User the benefit of any warranty provided to DenSyte by the licensor of any third-party payment processor.
3. Payment of Cinematographers
Subject to successful receipt of funds from the Producer and any applicable holding, verification, or dispute periods, DenSyte shall promptly remit to the applicable Cinematographer the portion of the Transaction amount payable to such Cinematographer within a commercially reasonable timeframe following confirmation of full payment by the Producer.
Cinematographers acknowledge and agree that:
- payout timing may be affected by third-party payment processor requirements, fraud-prevention reviews, chargeback risk, or compliance obligations.
- DenSyte does not control the timing of funds once released to a third-party payment processor.
- DenSyte shall not be deemed in breach of these Terms for delays that are outside its reasonable control.
For clarity, DenSyte shall not unreasonably withhold or delay payment absent a good-faith basis, including suspected violation of these Terms, dispute, chargeback, or legal obligation.
4. Authorization
Users authorize DenSyte to deduct fees and distribute funds accordingly.
5. Chargebacks
Users remain responsible for chargebacks, reversals, and disputes.
Non-Circumvention and Platform Protection
Platform Exclusivity
Users may not complete or attempt to complete any Transaction outside the Platform.
No Solicitation
Users may not solicit contact information, payments, or services outside the Platform.
Enforcement
Violations may result in termination, withholding of funds, and legal action.
Survival
Non-circumvention obligations survive for twenty-four (24) months from the time any User is deemed to have ceased using the Platform.
Intellectual Property
1. Platform IP
All Platform software, trademarks, and content are owned by DenSyte.
2. User Content License
Users grant DenSyte a limited, non-exclusive license to host and display content, including the Footage, solely to operate the Platform.
Termination
1. By User
Users may terminate their accounts at any time.
2. By DenSyte
DenSyte may terminate or suspend any User's accounts and access at its sole discretion, with or without prior notice or liability to such User.
3. Effect
Termination does not relieve accrued obligations.
Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
Limitation of Liability
Except as explicitly provided herein, densyte shall not be liable to any user, producer, cinematographer, or any other person or entity for any punitive, special, indirect, exemplary, consequential or incidental damages, lost profits or, any other damages, costs or losses arising out of or related to the license, your or any of your representatives' use or exploitation of content, the website or the content information, any services provided by us or the results from the use thereof or otherwise, even if we have been advised of the possibility of such damages, costs or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
In no event shall densyte's aggregate liability arising out of or relating to these terms, the platform, or any transaction exceed the total platform fees paid by the applicable user to densyte in the twelve (12) months preceding the event giving rise to the claim.
Dispute Resolution
1. Governing Law
These Terms are governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the parties hereto expressly attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.
2. Arbitration
All disputes or controversies that may arise out of or relate to these Terms, or any alleged breach thereof, will be settled by a single arbitrator in accordance with the Rules of the Vancouver International Arbitration Centre (VanAC), whose decision will be final and binding upon the parties. The place of any such arbitration shall be Vancouver, British Columbia.
