Last updated, 23-05-2023
These terms and conditions create a contract between you as a USER and WHITE RABBIT (the “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
The Terms & Conditions were entered into between the USER and WHITE RABBIT upon the USER clicking AGREE on the checkbox provided for this purpose in the FILM access interface, with the following purposes and
conditions:
WHITE RABBIT has developed a SOLUTION allowing the USER to watch
FILMS online legally in exchange for a one-off financial payment.
The PARTIES have come together to establish a framework for their
relationship and in particular to organize the technical and financial terms of delivery and use of the SOLUTION.
NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.
Definitions
“AGREEMENT” shall mean all the terms of these general conditions of use between WHITE RABBIT and the USER and the Appendixs.
“CHAIN OF TITLE” shall mean all assignments of rights to the FILMS or PROMOITONAL ELEMENTS made with the RIGHT HOLDER or any third PARTY.
“DOCUMENTATION” shall mean any and all documentation attached to the SOLUTION.
“WHITE RABBIT” shall mean the company WHITE RABBIT with TAX ID number 30-1319089 located at 470 Ramona StreetPalo Alto, CA 94301 US.
“FILM” shall mean a film incorporated to the SOLUTION by a RIGHT HOLDER and for which the STREAMING RIGHTS have been granted to WHITE RABBIT
“FILMS” shall mean the films accessible through the SOLUTION whose STREAMING RIGHTS are exclusively held by a RIGHTS HOLDER.
“DOCUMENTATION” shall mean any and all documentation attached to the SOLUTION.
“TRANSACTIONS” shall mean any transaction carried out by a USER in exchange for access to a FILM.
“USER” shall mean you, as a viewer of the FILMS who has made a TRANSACTION.
White Rabbit Services
WHITE RABBIT agrees to provide access to the SOLUTION as set forth in Appendix A to the USER. Except in a case of a maintenance, the SERVICES
are provided immediately after the completion of the TRANSACTION by the USER.
WHITE RABBIT shall use its best efforts to ensure that the SOLUTION is accessible and effective for the USER.
The USER is hereby informed and accepts that the SOLUTION may not be accessible in the event of maintenance, updating or resolution of a technical problem, without WHITE RABBIT being liable for this.
Transactions
In return for the WHITE RABBIT SERVICES, and more specifically for access to one FILM, the USER will make a TRANSACTION of X€.
The TRANSACTION is made after the USER has chosen the FILM he wishes to watch. The payment of the price can be done by Paypal, Apple Pay, Google Pay, or by credit card.
The USER expressly agrees to waive his right of withdrawal of 14 days prior to payment. The USER expressly agrees to waive his right of withdrawal of 14 days prior to payment.
Intellectual Property
4.1 Streaming Rights
No STREAMING RIGHTS are conferred on the USER as a result of his TRANSACTION. THE TRANSACTION only gives the right to watch a
FILM.
4.2 Promotional Elements
No rights to the PROMOTIONAL ELEMENTS shall accrue to the USER as a result of a TRANSACTION.
4.3 Solution
The PARTIES acknowledge and agree SOLUTION, and attached DOCUMENTATION, are protected by all applicable copyright laws and international treaties.
All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the SOLUTION and to the
DOCUMENTATION, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and
information, are exclusively owned by WHITE RABBIT.
WHITE RABBIT grants to USER a non-exclusive license to use the SOLUTION and attached DOCUMENTATION for the purpose of the hereby
AGREEMENT and for the term as stated in 16. TERM AND TERMINATION.
4.4 White Rabbit Brand
USER agrees that any and all use of WHITE RABBIT BRAND is subject to the prior approval from WHITE RABBIT in writing.
4.5 Chain of Title
WHITE RABBIT certifies and warranties the USER to be one of the rights holders or licensees of the FILMS and PROMOTIONAL ELEMENTS, and to hold the STREAMING RIGHTS on it.
Amendments
This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and permitted assigns.
The provisions of this AGREEMENT shall constitute the entire agreement between the parties and supersedes any and all previous and contemporaneous written and oral agreements and communications relating to the subject matter hereto between the parties. This AGREEMENT may be modified only by written agreement, signed by the parties.
No breach or violation
The PARTIES acknowledge and agree that if it becomes illegal or impossible for reasons outside the WHITE RABBIT's control to carry out any of
the provisions hereof, it shall incur no liability as a consequence thereof, for as long as this situation continues and during such a period it shall have no responsibility for the validity, effectiveness or enforceability hereof provided
that WHITE RABBIT gives notice to USER of the aforesaid situation and keeps him regularly updated as to the status of events.
Force Majeure
Any failure by either of the PARTIES to perform any obligation hereunder resulting from an event of "Force Majeure" shall not be deemed to constitute a breach but, if such failure continues for more than 2 (two) weeks, this AGREEMENT may be terminated by notice in writing effective 5 (five) days from the receipt of such notice. An event of Force Majeure shall mean a failure to perform an obligation hereunder caused by any fire, earthquake, flood, extreme weather condition, epidemic disease, pandemic disease,
accident, explosion, casualty, strike, lockout, riot, civil disturbance, act of public enemy (including terrorist or paramilitary organizations), embargo,
war, act of God, any municipal or state ordinance or law, any legally constituted authority, whether municipal or state or by the issuance of any
executive or judicial order or any other event beyond the reasonable control of the PARTY required to perform.
Warranties
Each of the PARTIES hereby warrants, represents and undertakes with and to each ether that:
i. it has full power and authority to enter into this AGREEMENT and to provide the SERVICES as described hereunder;
ii. it will pay all amounts payable in respect of the SERVICES for which it is
responsible;
iii. to the best of its knowledge and belief, having made all due and diligent enquiry, there are no claims, liens or encumbrances of any nature affecting
the Films or preventing WHITE RABBIT to provide the SERVICES;
iv. the FILMS/ PROMOTIONAL ELEMENTS and all allied and ancillary rights therein do not violate or infringe any copyright, patent, trademark, trade name or contract, property or personal rights or right of privacy or other right of any person or constitute an act of unfair competition.
Personal Data
Within the framework of the delivery of the SERVICES and more generally for the formation and execution of this AGREEMENT, WHITE RABBIT is required to process the PERSONAL DATA of the USER. All information relating to the processing of such PERSONAL DATA is set out in the USER Privacy Policy (accessible via the URL: www.whiterabbit.one/privacy)
Term and termination
This AGREEMENT shall be in effect for a period of 1 (one) year from the date set forth above (“initial term”). This AGREEMENT shall automatically renew for an unlimited number of one-year terms (the “Renewal Terms”) unless a
written notice of non-renewal is provided by either PARTY thirty (30) days’ prior to the expiration of the Initial term or any Renewal Terms.
This AGREEMENT may be terminated (i) if a PARTY defaults in the performance of any covenant or condition set forth in this AGREEMENT, and if such default is not cured within thirty (30) days after notice from the non-
defaulting PARTY, (ii) if a PARTY is subjected to a voluntary or an involuntary arrangement, composition, bankruptcy or other insolvency proceeding or (iii) by operation of law, (iv) if the SERVICES here under violate any law, rule or
regulation.
Change of terms
WHITE RABBIT may change this AGREEMENT as allowed by applicable law. This may include changing, adding, or removing terms in response to legal, business, competitive environment or other reasons as deemed necessary. Any changes will be notified in advance by a minimum of thirty (30) days
advance notice.
Law and dispute settlement
The relationship between the USER and WHITE RABBIT is subject to French law. In the event of a dispute between the parties, and after unsuccessful attempts at amicable resolution, the USER may refer the matter to the competent consumer mediator whose contact details are :
Association des médiateurs européens (AME
CONSO)
197 Boulevard Saint Germain, Paris, 75007,
France
administratif@mediationconso-ame.com
http://www.mediationconso-ame.com
+33 (0)953010269
In the event of unsuccessful mediation, all disputes that may arise between WHITE RABBIT and the USER will be under the exclusive jurisdiction of the courts of Paris, to which jurisdiction is expressly granted, even in the event of multiple defendants or warranty claims.
Last updated, 23-05-2023
These terms and conditions create a contract between you as an Influencer and White Rabbit (the “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
The Terms & Conditions were entered into between the INFLUENCER and WHITE RABBIT upon the INFLUENCER clicking AGREE on the Influencer Dashboard, with the following purposes and conditions:
WHITE RABBIT has developed an online FILM distribution SOLUTION offering INFLUENCER the possibility of sharing access to these FILMS with USER in exchange for a commission for each transaction made.
The PARTIES have come together to establish a framework for their
relationship and in particular to organize the technical and financial terms of
delivery and use of the SOLUTION.
NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.
Definitions
“AGREEMENT” shall mean all the terms of these general conditions of use between WHITE RABBIT and the INFLUENCER and the Appendixs.
“CHAIN OF TITLE” shall mean all assignments of rights to the FILMS made with the RIGHT HOLDER or any third PARTY.
“DOCUMENTATION” shall mean any and all documentation attached to the SOLUTION.
“WHITE RABBIT” shall mean the company with VAT number 30-1319089 located at 470 Ramona Street, Palo Alto, CA 94301 US.
“WHITE RABBIT BRAND” shall mean any and all WHITE RABBIT's logo and/or registered trademarks.
“FILMS” shall mean the films accessible through the SOLUTION whose STREAMING RIGHTS are exclusively held by RIGHTS HOLDER.
“I&L REGULATION” shall mean the regulations in force applicable to the processing of personal data and, in particular, French Law No. 78-17 of 6
January 1978 on data processing, as amended by Regulation (EU) No. 2016/679 of the European Parliament and Council of 27 April 2016 (“GDPR”)
applicable as from 25 May 2018, as well as any regulations supplementing, amending or replacing the latter.
“INFLUENCER” shall mean you, as a person who holds a SOCIAL MEDIA ACCOUNT and who shares posts with links to stream FILMS from the
LIBRARY.
“LIBRARY” shall mean all FILMS accessible through the SOLUTION.
“PARTIES” shall mean WHITE RABBIT and INFLUENCER represented collectively.
“PARTY” shall mean WHITE RABBIT or INFLUENCER represented separately.
“PERSONAL DATA” shall mean any information relating to a natural person identified or identifiable in a direct or indirect way.
“RIGHTS HOLDER” shall mean any and all rights holder which holds the STREAMING RIGHTS to the FILMS.
“SERVICES” shall mean any services provided by WHITE RABBIT to the INFLUENCER under the hereby AGREEMENT, as specifically described in
2. WHITE RABBIT SERVICES.
“SOCIAL MEDIA ACCOUNT” Designates the INFLUENCER's accounts on all social networks.
“SOLUTION” The software technology developed by WHITE RABBIT and as defined in Appendix A that enables the provision of SERVICES to an
INFLUENCER.
“STREAMING RIGHTS” shall mean all rights assigned for the exploitation and monetization of a RIGHT HOLDER's FILMS as specified in 5.1 STREAMING RIGHTS.
“TRANSACTIONS” shall mean any transaction carried out by a USER in exchange for access to a FILM having clicked on the link shared by the
INFLUENCER on its SOCIAL MEDIA ACCOUNT.
“USER” shall mean any viewer of the FILMS who has made a TRANSACTION via the links shared by the INFLUENCER on his SOCIAL MEDIA ACCOUNT.
White Rabbit Services
WHITE RABBIT agrees to provide access to the SOLUTION as set forth in Appendix A to the INFLUENCER.
WHITE RABBIT shall use its best efforts to ensure that the SOLUTION is accessible and effective for the INFLUENCER.
The INFLUENCER is hereby informed and accepts that the SOLUTION may not be accessible in the event of maintenance, updating or resolution of a
technical problem, without WHITE RABBIT being liable for this.
WHITE RABBIT undertakes to maintain complete and accurate records of all TRANSACTIONS regarding the FILMS throughout the TERM and will provide direct access for INFLUENCER to such statements.
Influencer obligations
The INFLUENCER undertakes not to carry out any activity that could compete directly or indirectly with WHITE RABBIT.
The INFLUENCER may aggregate or compile the data received from WHITE RABBIT into a database nor join with a third PARTY to formulate a
database which competes with the SERVICES provided by WHITE RABBIT.
The INFLUENCER undertakes to not include on posts of his SOCIAL MEDIA ACCOUNT any porn video and/or porn film, any offensive and/or inappropriate content, any advertisement before any stream of the FILMS, and any virus. Any default to comply this stipulation is a motive for termination of the AGREEMENT by WHITE RABBIT under the terms of below 17. TERM AND TERMINATION.
White Rabbit fee and influencer fee
WHITE RABBIT will be entitled to retain 10% from any TRANSACTION, excluding credit card fee, VAT and green gas applicable to such transactions, in counterpart of the performance of the SERVICES.
The RIGHT HOLDER shall receive 70% of all TRANSACTION, excluding credit card charges, VAT and green gas applicable to such transactions, in return for the exploitation of its FILMS.
The INFLUENCER will be entitled to retain 20% of any TRANSACTION generated by its shared links on its SOCIAL MEDIA ACCOUNT, excluding credit card charges, VAT and green gas applicable to these transactions.
Intellectual property
5.1 Streaming rights
In compliance with the CHAIN OF TITLE, WHITE RABBIT transfers to the INFLUENCER on a non-exclusive basis the right to share the FILMS on its SOCIAL MEDIA ACCOUNT solely via the link generated by the SOLUTION.These rights are assigned for the duration of the AGREEMENT as provided in 16. TERM AND TERMINATION.
However, the duration of the transfer of rights may be reduced at the RIGHT HOLDER's discretion, without WHITE RABBIT being liable for this.
5.2 Solution
The PARTIES acknowledge and agree SOLUTION, and attached DOCUMENTATION, are protected by all applicable copyright laws and international treaties.
All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the SOLUTION and to the DOCUMENTATION, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and
information, are exclusively owned by WHITE RABBIT.
WHITE RABBIT grants to INFLUENCER a non-exclusive license to use the SOLUTION and attached DOCUMENTATION for the purpose of the hereby AGREEMENT and for the term as stated in 16. TERM AND TERMINATION.
5.3 White Rabbit Brand
INFLUENCER agrees that any and all use of WHITE RABBIT BRAND is subject to the prior approval from WHITE RABBIT in writing.
Confidentiality
The PARTIES acknowledge that during the TERM, they may receive information from the other PARTY that is proprietary and confidential. Each
PARTY will identify any such information by labeling it as “Confidential” at or near the time of disclosure. The PARTY receiving confidential information from the other will: (a) maintain the confidentiality of such information with the same degree of care, and no less than reasonable care, as it uses for its own proprietary and confidential information, (b) limit access to such confidential information to those employees and outside contractors who have the need for such information and are under a duty of confidentiality
to that PARTY, (c) not disclose the confidential information directly or indirectly to any other person or entity, and (d) will not use the confidential information for any purpose other than performance of its business under this AGREEMENT. Confidential and proprietary information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by a PARTY, (ii) becomes available on a non-confidential basis from a source other than a PARTY that is entitled to disclose such information, (iii) or is required by court or similar order to be disclosed provided that a PARTY to whom the confidential or proprietary information belongs shall be given reasonable notice from the other PARTY so as to have time to seek a protective order or similar remedy prior to the disclosure of such information.
Relationship of the parties
The PARTIES will perform their obligations hereunder as independent contractors. Nothing contained in this AGREEMENT will be deemed to create any association, partnership, joint venture, or relationship of principal and agent. The PARTIES will perform their obligations hereunder in a professional and business-like manner.
Any term or condition not provided into this AGREEMENT including the Appendix A shall not be opposable to WHITE RABBIT.
Any error and/or omission between this AGREEMENT and/or any other agreement or information, shall never be the WHITE RABBIT’s responsibility.
No solicitation
Each PARTY agrees that it shall not hire or solicit for employment the employees of the other PARTY during the term of this AGREEMENT or for a period of one (1) year after the termination of this AGREEMENT, without the written consent of the other PARTY.
Amendments
This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their respective successors and permitted assigns.
The provisions of this AGREEMENT shall constitute the entire agreement between the parties and supersedes any and all previous and contemporaneous written and oral agreements and communications relating to the subject matter hereto between the parties. This AGREEMENT may be modified only by written agreement, signed by the parties.
No breach or violation
Each PARTY warrants that the execution, delivery and performance of this AGREEMENT and the consummation of the transactions contemplated
hereby will not result, directly or indirectly, in a breach of: (a) any term, condition or provision of or constitute a default under its certificate of
incorporation or by laws of such PARTY, or any contract other agreement or instrument to which the PARTY is a PARTY or by which the PARTY is bound or affected, or (b) any law, statute or regulation or any injunction, order, award, judgment, decree of any government agency or authority or court to which the PARTY or its assets are subject. Each PARTY warrants that it
has the financial capacity to perform and continue to perform its obligations under this AGREEMENT. No legal proceedings have been threatened or brought against a PARTY that could threaten performance of this AGREEMENT and entering into this AGREEMENT is not prohibited by any contract, applicable law, governmental regulation, or order by any court of competent jurisdiction.
The PARTIES acknowledge and agree that if it becomes illegal or impossible for reasons outside the WHITE RABBIT's control to carry out any of
the provisions hereof, it shall incur no liability as a consequence thereof, for as long as this situation continues and during such a period it shall have no responsibility for the validity, effectiveness or enforceability hereof provided
that WHITE RABBIT gives notice to INFLUENCER of the aforesaid situation and keeps him regularly updated as to the status of events.
Publicity
The PARTIES and their respective representatives shall use their best efforts to coordinate the substance of any public comment, statement or communication by any of them with respect to this AGREEMENT and the transactions contemplated hereby, and the terms, conditions or other aspects thereof (unless as such PARTY is advised by its counsel that it is required to make any such comment, statement or communication by applicable law or by a court or governmental mandate, in which case the PARTY so advised shall provide as much notice of such as is reasonably possible to the other PARTY), and shall obtain the consent of the other PARTY to any such proposed comment, statement or communication sufficiently prior to the release thereof for the other PARTY to be able to comment on the substance thereof and on the necessity for making such comment, statement or communication.
No assignment
Neither PARTY may not sell, assign, sublicense, transfer, nor otherwise convey any of its rights, duties or obligations under this AGREEMENT without the prior written consent of the other PARTY. Any attempted sale, assignment, sublicense, transfer, or conveyance in violation of this stipulation shall be void.
Force majeure
Any failure by either of the PARTIES to perform any obligation hereunder resulting from an event of "Force Majeure" shall not be deemed to
constitute a breach but, if such failure continues for more than 2 (two) weeks, this AGREEMENT may be terminated by notice in writing effective 5
(five) days from the receipt of such notice. An event of Force Majeure shall mean a failure to perform an obligation hereunder caused by any fire, earthquake, flood, extreme weather condition, epidemic disease, pandemic disease, accident, explosion, casualty, strike, lockout, riot, civil disturbance, act of public enemy (including terrorist or paramilitary organizations), embargo, war, act of God, any municipal or state ordinance or law, any legally constituted authority, whether municipal or state or by the issuance of any executive or judicial order or any other event beyond the reasonable control of the PARTY required to perform.
Warranties
Each of the PARTIES hereby warrants, represents and undertakes with and to each ether that:
i. it has full power and authority to enter into this AGREEMENT and to provide the SERVICES as described hereunder;
ii. it will pay all amounts payable in respect of the SERVICES for which it is
responsible;
iii. to the best of its knowledge and belief, having made all due and diligent enquiry, there are no claims, liens or encumbrances of any nature affecting
the Films or preventing WHITE RABBIT to provide the SERVICES;
iv. the FILMS and all allied and ancillary rights therein do not violate or infringe any copyright, patent, trademark, trade name or contract, property or personal rights or right of privacy or other right of any person or constitute an act of unfair competition.
Personal data
15.1. INFLUENCER PERSONAL DATA
Within the framework of the delivery of the SERVICES and more generally for the formation and execution of this AGREEMENT, WHITE RABBIT is required to process the PERSONAL DATA of the INFLUENCER. All information relating to the processing of such PERSONAL DATA is set out in the INFLUENCER Privacy Policy (accessible via the URL: www.whiterabbit.one/privacy).
15.2. SUBCONTRACTING
As part of the operation of the FILMS via the SOLUTION, the INFLUENCER is required to process the USER's PERSONAL DATA on behalf of WHITE RABBIT. In this respect, the INFLUENCER is a subcontractor and WHITE RABBIT is responsible for processing.
In accordance with Article 28 of the GDPR, the PARTIES have agreed on their relationship in the context of subcontracting in Appendix B.
Term and termination
This AGREEMENT shall be in effect for a period of 1 (one) year from the date set forth above (“initial term”). This AGREEMENT shall automatically renew for an unlimited number of one-year terms (the “Renewal Terms”) unless a
written notice of non-renewal is provided by either PARTY thirty (30) days’ prior to the expiration of the Initial term or any Renewal Terms.
This AGREEMENT may be terminated (i) if a PARTY defaults in the performance of any covenant or condition set forth in this AGREEMENT, and if such default is not cured within thirty (30) days after notice from the non-
defaulting PARTY, (ii) if a PARTY is subjected to a voluntary or an involuntary arrangement, composition, bankruptcy or other insolvency proceeding or (iii) by operation of law, (iv) if the SERVICES here under violate any law, rule or
regulation.
Change of terms
WHITE RABBIT may change this AGREEMENT as allowed by applicable law. This may include changing, adding, or removing terms in response to legal, business, competitive environment or other reasons as deemed necessary. Any changes will be notified in advance by a minimum of thirty (30) days
advance notice.
