Terms of Service
Effective date: August 26, 2026
1. Introduction and Acceptance of Terms
These Terms of Service ("Terms") constitute a legal agreement between you and Place SRL ("Place," "we," or "us") governing your use of place.com (the "Site") and any related products, applications, software, and services we make available (together, the "Services").
By accessing or using the Site or any of the Services, you:
confirm that you have read and understood these Terms;
agree to be bound by these Terms;
commit to comply with all applicable laws and regulations; and
agree to our Privacy Policy.
You may accept these Terms on your own behalf as an individual, or on behalf of a company or other legal entity. If you accept on behalf of an entity, you represent that you have the authority to bind that entity, and "you" and "your" refer to that entity throughout these Terms. By using the Services, you represent that you meet these requirements.
We may update these Terms from time to time. For material changes, we will give you at least thirty (30) days' advance notice by email or through the Services before the new version takes effect, unless a shorter notice period is required by law or needed to address a security or legal risk. If you accept the changes before the notice period ends (for example, by clicking to accept them within the Services), the updated Terms take effect on the date of your acceptance. Otherwise, your continued use of the Services after the effective date of the changes means you accept the updated Terms.
2. Definitions
When we use the following words in these Terms, this is what we mean:
"Booking” means the commitment made by an Exhibitor through the Services to screen a specific film. The Exhibitor sets the showtimes for the Booking at its discretion, but must screen the film in full, within the Release Window and at ticket prices within the range set by the Filmmaker.
"Cinema Server" means a secure computer system installed at an Exhibitor's venue that stores and plays back digital films for theatrical projection. Each Cinema Server has a unique public certificate that identifies it for the purpose of receiving encrypted content.
"Cinephile" means an individual who uses the Services as a social creative network to build their creative profile, share their work, connect with peers and Filmmakers, and discover and purchase tickets to Screenings.
"Customer Data" means any content, files, text, images, videos, messages, DCP Files, DKDMs, or other data that you upload, submit, host, or generate through the Services. Customer Data does not include technical telemetry, logs, or performance data generated by your use of the Services.
"DCP File" (Digital Cinema Package) means the standard set of digital files used to store and deliver a film's audio, image, and subtitle content for theatrical projection. Filmmakers are responsible for creating and uploading their own DCP File through the Services.
"DCP File Storage" means our hosting of Encrypted DCP Files uploaded by Filmmakers, on infrastructure provided by our storage Infrastructure Provider. We apply reasonable security measures but do not warrant that no unauthorized access will occur.
"DCP File Transfer" means the delivery of the appropriate DCP File, either the Original File or a Version File, to a specific Exhibitor's Cinema Server for a booked Screening.
"DKDM" (Distribution Key Delivery Message) means the master cryptographic key held by the Filmmaker of an Encrypted DCP File, from which individual KDMs can be generated.
"Dubbing Generation" means the creation of a dubbed audio track for a film in a language other than the one in the Original File. Dubbing Generation is performed by third-party Infrastructure Providers when requested by an Exhibitor, and produces a Version File that Place delivers to that Exhibitor.
"Encrypted DCP File" means a DCP File that has been protected with cryptographic keys so that it can only be played back on a Cinema Server that has been issued a valid KDM. Place requires Filmmakers to upload Encrypted DCP Files.
"Exhibitor" means a cinema, theater, or other venue operator that uses the Services to receive curated film pipelines, make Bookings, and receive DCP Files and KDMs for playback.
"Filmmaker" means an individual or entity that uses the Services to upload film content, set distribution details, and connect with Exhibitors and Cinephiles.
"Infrastructure Providers" means the third-party companies that support the operation of the Services, including our storage provider, payment processor, cinema management system integration partners, KDM generation partners, subtitle partners, and dubbing partners. We do not fully control these providers and are not responsible for their acts or omissions except as required by law.
"KDM" (Key Delivery Message) means a cryptographic key issued to a specific Cinema Server that unlocks playback of an Encrypted DCP File for a defined Release Window.
"KDM Generation" means the process of issuing a KDM for a specific Cinema Server and Release Window, using the Filmmaker's DKDM. Place carries out this process, whether directly or through Infrastructure Providers, on the Filmmaker's behalf.
"Original File" means the DCP File as originally uploaded by a Filmmaker to the Services, before any modification by Place. Where an Exhibitor requests additional subtitles or dubbing, Place delivers a Version File to that Exhibitor instead of the Original File.
"Platform" means our software platform, accessible through the Site, that lets Filmmakers upload their films for us to distribute to cinemas worldwide, Exhibitors discover and book films for Screening, and Cinephiles build their creative profiles, share their work, connect with peers and Filmmakers, and purchase tickets to Screenings.
"Release Window" means the specific timeline, including dates, times, and time zone, during which an Exhibitor is authorized to screen a Filmmaker's film.
"Screening" means an individual scheduled playback of a film at an Exhibitor's venue under a Booking.
"Subtitle Generation" means the creation of additional subtitle tracks for a film, beyond those included by the Filmmaker in the Original File. Subtitle Generation is performed by third-party Infrastructure Providers when requested by an Exhibitor, and produces a Version File that Place delivers to that Exhibitor.
"Version File" means a DCP File that Place has updated with additional subtitles or dubbing requested by an Exhibitor, and that is delivered to that Exhibitor in place of the Original File.
3. Description of Services
Core Service Features and Functionality
Place operates the Platform, a film distribution platform that connects Filmmakers, Exhibitors, and Cinephiles for the purpose of bringing more films to cinemas. Through the Services, we:
match films uploaded by Filmmakers with Exhibitors whose film criteria those films meet, and present those films to Exhibitors as a curated pipeline;
enable Filmmakers to build the brand around each of their films and, through it, grow the audience for their current and upcoming work;
provide Cinephiles with a social creative network where they can build their creative profile, share their work, connect with peers and Filmmakers, and discover and purchase tickets to Screenings;
deliver DCP Files and KDMs to Exhibitors' Cinema Servers for booked Screenings, within the Release Windows set by Filmmakers;
process payments between Cinephiles, Exhibitors, and Filmmakers through our Infrastructure Providers;
protect Customer Data uploaded to the Platform against unauthorized copying, duplication, or misuse by others, and remove any content that infringes the copyright, trademark, or other intellectual property rights of any person, whether inside or outside the Platform; and
arrange the generation of additional subtitle and dubbing tracks for films through specialized third-party providers, at the request of Exhibitors.
While Place operates the distribution infrastructure that carries films from Filmmakers to Exhibitors, Place is not a traditional film distributor. We do not acquire distribution rights to any film, and we do not select which films are booked by any Exhibitor. Those decisions are made by Exhibitors through the Services.
Technical Requirements and Compatibility
To use the Services, you must have a compatible device connected to the internet, and you are responsible for the cost of that device, any required software, and your internet connection. It is your responsibility to check the compatibility requirements set out in our documentation and to keep your device and software up to date so the Services function properly.
The specific requirements depend on how you use the Services:
If you are a Cinephile, you need a supported version of iOS or Android to use our mobile application, or a supported web browser to use our website, as specified from time to time in our documentation.
If you are a Filmmaker, you need a supported web browser and an internet connection stable enough to upload large DCP Files. Any DCP File and DKDM you upload must be in the format we specify from time to time in our documentation.
If you are an Exhibitor, you need a supported web browser, an internet connection, a Cinema Server capable of receiving and playing back DCP Files delivered by Place, and the public certificate for that Cinema Server, as specified from time to time in our documentation.
Service Availability and Maintenance
We provide the Services using a combination of our own technology and Infrastructure Providers. Because we do not fully control these providers, we cannot guarantee that the Services will be uninterrupted, secure, or error-free. You understand and agree that interruptions, delays, or errors may occur, and that we will not be responsible for issues caused by our Infrastructure Providers or by events beyond our reasonable control, including force majeure events.
We use commercially reasonable efforts to keep the Services available. We may perform scheduled maintenance from time to time, and we will use reasonable efforts to give you advance notice through the Services or by email before doing so. We may also perform emergency maintenance without prior notice where necessary to address a security, legal, or operational risk.
Geographic Availability
The Services are available worldwide, except that you may not access or use the Services if you are located in, ordinarily resident in, or acting on behalf of a person or entity located in a country or territory subject to comprehensive economic sanctions or embargoes (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or if you appear on, or are owned or controlled by a party on, any applicable restricted-party or denied-party list.
Certain features of the Services, in particular Bookings, ticket purchases, and payments, depend on the coverage of our payment processor and other Infrastructure Providers, and may not be available in every country where the Services are otherwise accessible. The current list of supported countries for these features is available in our documentation and may be updated from time to time.
Integration Capabilities and Third-Party Service Terms
The Services rely on and integrate with third-party providers, which we refer to in these Terms as Infrastructure Providers. Our current Infrastructure Providers include:
Amazon Web Services (AWS), for the hosting and storage of DCP Files and other Customer Data;
Iyuno, for Subtitle Generation and Dubbing Generation;
Mangopay, for the processing of payments between Cinephiles, Exhibitors, and Filmmakers.
By using the Services, you agree that:
your Customer Data and other information may be transmitted to, processed by, and stored by our Infrastructure Providers as necessary to deliver the Services;
your use of certain features may be subject to the applicable terms of the relevant Infrastructure Provider (for example, Mangopay's own terms and conditions apply to your use of payment features), and you agree to comply with those terms;
we are not responsible for how Infrastructure Providers handle data under their own terms, or for any acts or omissions of Infrastructure Providers, except as required by law.
The availability, performance, and security of the Services depend in part on our Infrastructure Providers, as further described in the Service Availability and Maintenance section above.
Place may add, remove, or replace any Infrastructure Provider at any time. If we do so, we will update these Terms accordingly and notify you in accordance with Section 1.
4. User Eligibility and Responsibilities
Your Account
Minimum Age
To use the Services as a Cinephile, you must be at least 16 years old, or the age of majority in your jurisdiction. If you are under 16, you must have your parent or legal guardian's permission to use the Services. To use the Services as a Filmmaker or an Exhibitor, you must be at least 18 years old, or the age of majority in your jurisdiction.
Creation
To use the Services, you must create an account and provide certain information, such as your email address and a password. You agree to keep that information accurate, current, and complete, to update it promptly if it changes, and to allow us to use it to communicate with you about the Services. Notices we send using the contact information associated with your account satisfy any requirement to provide you with legal notice.
Account Security
You are responsible for maintaining the security of your account and for keeping your password confidential. You must not share your account credentials with any other person, or allow anyone else to access or use your account.
You are responsible for all activity that occurs under your account until you notify us that your credentials have been lost, stolen, or otherwise compromised. To notify us, contact evelynne@place.com. After we receive your notification, we will suspend the account and work with you to restore access, and you will not be responsible for activity occurring under the account after we receive your notification, unless that activity results from your own negligence.
Given the sensitivity of unreleased film content and payment transactions handled through the Services, we recommend that Filmmakers and Exhibitors enable two-factor authentication and any other security features we make available.
Organization Accounts
If you register or sign in using an email address belonging to your employer or another organization, we may treat your account as managed by that organization. Managed account administrators may access, manage, retain, suspend, or terminate the account and its contents, including any associated Customer Data. We will notify you when we treat your account as managed, or rely on the organization to do so where it has agreed to.
Usernames
If you create a username on the Platform, you acknowledge and agree that we reserve the right, at our sole discretion, to reclaim, reassign, or terminate any username at any time and for any reason, including but not limited to:
usernames that are inappropriate, offensive, or otherwise violate these Terms;
usernames that impersonate or could be confused with official Place pages, features, or routes (such as "home", "search", "settings", or similar);
usernames that impersonate another company, brand, or individual.
You have no proprietary or ongoing rights to any specific username, and reclamation of a username does not entitle you to a refund or any other compensation.
Responsibilities
Exhibitor Responsibilities
If you are an Exhibitor, in addition to any other obligations set out in these Terms, you agree to the following:
Booking confirmation window. Once you select a film through the Services with the intent to book it, you have twenty-four (24) hours to confirm the Booking. If you do not confirm within that period, the film returns to the general pipeline and you must select it again to initiate a new Booking flow.
Bookings are binding. Once you confirm a Booking, that Booking is final and cannot be cancelled by you, for any reason, including changes in your programming, scheduling, or availability.
Minimum Screening commitment. Once you confirm a Booking, you must run at least five (5) Screenings of the film. These Screenings do not need to be scheduled on consecutive days, but each must fall within the Release Window set by the Filmmaker.
Re-Booking. After you have completed the minimum five (5) Screenings under a Booking, you may make a new Booking for the same film. Each new Booking is subject to the same rules, including a new DCP File Transfer and new KDM Generation.
Compliance with Booking parameters. You must screen the film in accordance with the Booking as defined in Section 2, including screening the film in full, within the Release Window, and at ticket prices within the range set by the Filmmaker.
Filmmaker Responsibilities
If you are a Filmmaker, when you upload a film to the Services, you represent and warrant that:
Rights. You own or control all intellectual property rights in the film, including copyright in the script, direction, cinematography, music, sound, and performances, and you have obtained all necessary licenses, consents, and releases from any third party whose rights are used in the film (including performers, composers, and rights holders in any pre-existing material).
Technical validity. The DCP File and DKDM you upload are valid, correctly formatted, and function as required to enable playback on an Exhibitor's Cinema Server following KDM Generation.
Accuracy of film information. The information you provide about the film, including title, credits, running time, language, target audience, ticket price range, and Release Window, is accurate and complete.
Legal compliance. The film and its content comply with applicable law, do not infringe the intellectual property, privacy, or other rights of any third party, and do not contain content prohibited under these Terms.
You are responsible for any breach of these warranties, and you agree to indemnify Place against any claim arising from such a breach.
License Rights
Our Ownership
Place and its licensors own all rights, title, and interest in and to the Services, including the Platform, the Site, and all underlying software, infrastructure, technology, matching algorithms, interfaces, and tools, together with all improvements, modifications, and derivative works of the foregoing. Except for the limited licenses granted to you under these Terms, all rights in the Services are reserved by Place.
Your Ownership of Customer Data
As between you and Place, you own your Customer Data. This includes the films Filmmakers upload, the profile content and posts Cinephiles create, and the venue information Exhibitors provide. Nothing in these Terms transfers ownership of your Customer Data to Place.
License You Grant to Place
To operate the Services, we need permission from you to use your Customer Data in specific ways. By using the Services, you grant Place a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, modify, and display your Customer Data solely as necessary to provide the Services to you and to other users, as follows:
Filmmakers. You grant Place the license to store your DCP Files and DKDMs, to generate KDMs on your behalf, to arrange for Subtitle Generation and Dubbing Generation on request of an Exhibitor and to create Version Files as a result, to transfer DCP Files (whether Original Files or Version Files) to authorized Exhibitors, and to display information about your film to Exhibitors and Cinephiles for the purpose of promotion and Bookings, in each case within the Release Windows you set.
Cinephiles. You grant Place the license to display your profile, posts, messages, and other content to other users of the Services in accordance with your privacy and sharing settings, and to moderate that content in accordance with these Terms.
Exhibitors. You grant Place the license to display your venue information, Screening schedules, and ticket availability to Cinephiles for the purpose of ticket discovery and purchase.
Where your Customer Data includes personal data, our handling of that personal data is described in our Privacy Policy, which governs and prevails over this sub-clause to the extent of any conflict.
Duration of the License
The license you grant to Place lasts as long as your Customer Data is available on the Services. If you delete Customer Data or your account is terminated, the license ends, except that Place may retain backup or archival copies of your Customer Data for a reasonable period thereafter to comply with legal obligations or to protect the legitimate interests of Place and other users.
Feedback
If you provide Place with suggestions, ideas, or other feedback about the Services, you agree that Place may use that feedback for any purpose without restriction or compensation to you.
Prohibited Activities
The following activities are prohibited on the Services. You agree not to, and not to allow others to:
copy, modify, distribute, sell, lease, sublicense, or otherwise exploit the Services or any content or technology owned by Place, except as expressly permitted in these Terms;
resell, provide, or make the Services available to any third party on a service bureau or time-sharing basis;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, matching logic, algorithms, or other technology underlying the Services;
bypass or disable any security, usage, or access controls, including the cryptographic protections applied to Encrypted DCP Files, DKDMs, and KDMs;
attempt to decrypt, extract, copy, redistribute, or otherwise make available any Encrypted DCP File, DKDM, KDM, Original File, or Version File outside the intended playback flow on an authorized Cinema Server;
as an Exhibitor, screen a film in breach of any Booking;
publish, disseminate, or otherwise disclose information about a Filmmaker's unreleased film obtained through the Services, without the Filmmaker's authorization;
use automated tools (such as bots, scrapers, or crawlers) to access or interact with the Services without our written permission;
upload, transmit, or distribute malicious code, viruses, or other harmful content through the Services;
overload, disrupt, or interfere with the normal operation of the Services;
use the Services to harass, defame, impersonate, or otherwise harm others;
upload or publish content that infringes the copyright, trademark, or other intellectual property rights of any person;
upload or publish deceptive media, including manipulated audio, video, or images misrepresented as authentic, or synthetic depictions of real persons created or shared without their consent;
publish, share, or expose the private information of any other person, including addresses, phone numbers, financial account details, or government identifiers, without that person's consent;
create profiles or accounts that impersonate other companies, brands, or individuals, or that reproduce the names, logos, or identity of existing businesses or digital services;
resell tickets purchased through the Services above face value, or transfer tickets through channels other than the Services;
use the Services in violation of applicable laws, regulations, export controls, or sanctions;
use our name, logos, or other trademarks in connection with any product or service other than the Services, or in any way that implies our affiliation, endorsement, or sponsorship without our express permission; or
use the Services or any Customer Data accessed through the Services to develop, train, or improve a product or service that competes with Place.
5. Pricing, Payment, and Termination
Pricing
Cinephiles
Use of the Services as a Cinephile is free of charge. Cinephiles pay only for tickets to Screenings, at the price set by the Exhibitor within the range defined by the Filmmaker.
Filmmakers
Use of the Services as a Filmmaker to build a profile, share work, and connect with peers and Cinephiles is free of charge. To submit a film to be matched with Exhibitors, a Filmmaker must pay a one-time submission fee of USD $100 per film. The submission fee is non-refundable, including where the film is not booked by any Exhibitor. The submission fee excludes applicable taxes, which are the Filmmaker's responsibility.
Exhibitors
Use of the Services as an Exhibitor requires a paid monthly subscription, tiered by the number of screens the Exhibitor operates:
1 screen: USD $60 per month;
2–3 screens: USD $150 per month;
4 or more screens: USD $350 per month.
All subscription tiers provide access to the full Exhibitor product. New Exhibitors are entitled to a fourteen (14) day free trial, which requires a valid payment method at sign-up. If the Exhibitor does not cancel before the trial ends, the first monthly subscription payment is charged automatically on the fifteenth day. Subscriptions are billed in advance on a monthly basis and renew automatically for successive one-month periods unless cancelled through the Exhibitor's account settings before the next renewal date.
Subscription fees are non-refundable except where required by law. All prices exclude applicable taxes, which are the Exhibitor's responsibility. Any amount not paid when due bears interest at 1.5% per month, or the maximum rate permitted by applicable law if lower.
Processing
Currency and Exchange Rates
Filmmakers set film ticket price ranges in their own local currency, and Exhibitors set ticket prices in their own local currency, within the range set by the Filmmaker.
Where prices are displayed to a user in a currency other than the one in which they were set, the conversion is calculated at the exchange rate provided by Mangopay at the time of display. When a Cinephile purchases a ticket, the ticket is sold in the Exhibitor's local currency at the price shown at checkout. When Mangopay releases payouts to a Filmmaker, the Filmmaker's share is converted from the Exhibitor's local currency to the Filmmaker's local currency at the exchange rate provided by Mangopay at the time of the payout.
Exchange rates fluctuate. Place is not responsible for changes in exchange rates between any two points in the pricing, purchase, or payout process.
Payment Processing
All payments through the Services are processed by Mangopay. By making or receiving a payment through the Services, you agree to Mangopay's own terms and conditions, in addition to these Terms. Accepted payment methods are those made available by Mangopay from time to time and displayed at checkout.
Ticket Revenue Split
When a Cinephile purchases a ticket to a Screening, Mangopay allocates the funds at the time of purchase as follows: 10% to Place as commission, 45% to the Filmmaker, and 45% to the Exhibitor. The Filmmaker and Exhibitor shares are held in wallets maintained by Mangopay and released to the Filmmaker and the Exhibitor in accordance with Mangopay's payout terms.
Invoices and Records
We send Exhibitors a monthly invoice for their subscription, and Filmmakers a receipt for each film submission fee, based on the records of Mangopay. You agree that Mangopay's records, calculations, and decisions about payments, invoicing, and account balances are authoritative and, absent an obvious error, final and binding.
Taxes
You are responsible for all transaction taxes, including sales, use, VAT, and GST, and any duties or government charges, that apply to your use of the Services, other than taxes based on our net income. Where tax is not already included in the price, it is added and shown at checkout and on your invoice.
We calculate tax based on the information you provide, including your billing address and any tax registration number, and the rate in force at the time of the charge. You agree to keep that information accurate and current, and you remain responsible for any tax, interest, or penalties resulting from information that is incorrect or incomplete. Tax rates and rules change over time and differ by location; any change applies automatically to charges arising on or after it takes effect and is not a change to our prices.
If you use the Services as a business, you agree to provide a valid VAT, GST, or equivalent registration number where one applies. If you are exempt from any tax, you must give us valid documentation before the relevant charge; exemptions apply only from the date we accept it, not retrospectively.
Termination
Term
These Terms begin when you first accept them or start using the Services, and continue until terminated in accordance with this section.
Your Right to Terminate
You may terminate your account and stop using the Services at any time through your account settings.
If you are an Exhibitor, terminating your account cancels your subscription. Your subscription remains active until the end of the then-current monthly billing period, after which it will not renew, and you will retain access to the Exhibitor Services until that date.
If you are an Exhibitor with a Booking that has not yet completed, terminating your account does not release you from your obligations under that Booking. Bookings remain binding as set out in Section 4, and you must complete the minimum Screenings for any confirmed Booking before the end of the applicable Release Window.
Our Right to Terminate or Suspend
We may terminate your account or access to the Services for convenience by giving you reasonable advance notice. We may also suspend or terminate your account or access to the Services immediately, without prior notice, if we reasonably believe you have materially breached these Terms, engaged in fraudulent, abusive, or unlawful activity, failed to pay any amount when due, or where we must do so to comply with law or to address a security risk.
Suspension or termination does not limit any other remedies available to us, and you remain responsible for all fees and charges incurred up to the effective date of suspension or termination.
Effect of Termination
On termination, your right to access the Services ends. Any pending payouts owed to you from the Ticket Revenue Split described above will be released in accordance with Mangopay's payout terms, less any amounts you owe to Place. Except where required by applicable law, all fees paid to Place are non-refundable, including any unused portion of an Exhibitor subscription. Nothing in this section limits any statutory refund, cancellation, or withdrawal rights you may have as a consumer.
6. Disclaimers, Liability, and Legal Terms
Disclaimers of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PLACE AND ITS LICENSORS AND INFRASTRUCTURE PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES OR ANY RESULTS YOU MAY OBTAIN. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL CODE.
Without limiting the above, Place makes the following specific disclaimers:
Place does not guarantee that any Cinephile will obtain creative work, employment, or professional opportunities through the Services. Cinephiles use the Services for networking and profile-building at their own risk and effort.
Place does not guarantee that any Filmmaker will successfully build an audience for their films through the Services. Audience-building is the Filmmaker's own responsibility; what Place provides is the distribution and outreach infrastructure, including targeted geographic outreach through our algorithm, not the outcome.
Place is not a talent agency and does not represent Filmmakers, Cinephiles, or any other user in any commercial, contractual, or professional capacity.
Place is not responsible for the design, execution, or effectiveness of any marketing campaign run by a Filmmaker in connection with their film. The quality and outcomes of Filmmaker marketing efforts are the Filmmaker's own responsibility.
Place may add further disclaimers to this sub-clause from time to time, in accordance with the update process described in Section 1.
Indemnification
You agree to indemnify, defend, and hold harmless Place, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:
your breach of these Terms;
your violation of any applicable law or regulation;
your violation of the terms of any Infrastructure Provider, including Mangopay, Amazon Web Services, and Iyuno;
any Customer Data you upload, submit, or generate through the Services, including claims of intellectual property infringement, defamation, privacy violation, or violation of any other third-party right;
if you are a Filmmaker, any claim that a film you upload infringes the copyright, trademark, or other rights of any person, or that you did not have the authority to upload the film;
if you are an Exhibitor, any claim arising from your Screening of a film, including regulatory violations, licensing failures, or breach of local exhibition rules applicable to your venue.
Place reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Place's defense of that matter.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, PLACE AND ITS LICENSORS, INFRASTRUCTURE PROVIDERS, AFFILIATES, AND OFFICERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF PLACE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, PLACE WILL NOT BE LIABLE FOR:
ANY DOWNTIME, FAILURES, DELAYS, OR OTHER ISSUES CAUSED BY INFRASTRUCTURE PROVIDERS OR OTHER THIRD PARTIES;
ANY FAILED, LATE, OR INCORRECT KDM GENERATION, DCP FILE TRANSFER, OR SUBTITLE OR DUBBING GENERATION, INCLUDING WHERE A SCREENING FAILS TO OCCUR AS A RESULT;
ANY ACT OR OMISSION BY YOU, ANY OTHER USER, OR ANYONE USING YOUR ACCOUNT;
ANY LOSS OF, DAMAGE TO, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA, INCLUDING ENCRYPTED DCP FILES AND DKDMS, EXCEPT TO THE EXTENT CAUSED BY PLACE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN NO EVENT WILL PLACE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE AMOUNT YOU PAID TO PLACE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
Governing Law and Dispute Resolution
These Terms, and any dispute or claim arising out of or relating to them, the Services, or your use of the Services, are governed by and construed in accordance with the laws of Romania, without regard to its conflict of law principles.
You agree that the competent courts of Bucharest, Romania have exclusive jurisdiction over all disputes and claims arising out of or relating to these Terms or the Services, and you consent to the personal jurisdiction of those courts. This does not affect any mandatory right you may have as a consumer under the laws of your country of residence to bring proceedings in, or benefit from the protections of, the courts of that country.
Any dispute with Place must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.
Miscellaneous
Survival
The provisions of these Terms relating to intellectual property, license rights, disclaimers, limitations of liability, indemnification, governing law, and any other terms that by their nature should survive, will continue in effect after termination of your account or these Terms.
Publicity Rights
If you are a Filmmaker or an Exhibitor, you grant Place a non-exclusive, worldwide, royalty-free license to use your name, logo, and trademarks ("Marks") to identify you as a user of the Services on our website, in customer lists, pitch materials, investor presentations, and other marketing and promotional materials.
You may revoke this license at any time by giving Place written notice. After we receive your notice, we will make commercially reasonable efforts to stop using your Marks in new materials, but we are not required to recall or destroy materials already in use.
You represent and warrant that you have all necessary rights to grant this license and that our use of your Marks as permitted here will not infringe any third-party rights.
Feedback
If you provide Place with any feedback, suggestions, ideas, or other information relating to the Services or our business ("Feedback"), you agree that Place may use, copy, modify, distribute, publish, or otherwise exploit that Feedback for any purpose, in any form, and through any medium, without restriction or compensation to you. You also agree that Place has no obligation to keep Feedback confidential.
Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.
Assignment
You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without Place's prior written consent. Place may assign, delegate, or transfer these Terms, in whole or in part, without restriction.
Entire Agreement
These Terms are the entire agreement between you and Place regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, relating to the Services.
Waiver
Place's failure to enforce any provision of these Terms is not a waiver of Place's right to do so later.
Export Controls and Sanctions
You must comply with all applicable export control and sanctions laws, including those of the European Union, the United States, and the United Kingdom. You may not use the Services if you are located in, ordinarily resident in, or acting on behalf of a person or entity located in, a country or territory subject to comprehensive embargoes or sanctions, or if you are listed on, or owned or controlled by a party listed on, any applicable restricted-party or denied-party list. You may not use the Services for any purpose prohibited by these laws, or make them available to any person subject to such restrictions. You represent that you are not subject to these restrictions.