.jpeg)
Membership Agreement
London, updated on 02.02.23
Online Membership Agreement
This Online Membership Agreement, hereinafter referred to as "Agreement," is entered into
and made effective as of this signup date by and between the following parties:
Varcale Capital Management LTD ("Company"), a corporation, incorporated under the laws of Uk and Wales with the registration number 07732786, having its principal place of business at the following
address:
25 Leith Mansions, Grantully Road
W9 1LQ, London, UK
and
all current and future members of the online Coding Community (“Community”) provided by
the Company, specifically you ("Member"), the current individual agreeing to the terms of
this Agreement.
Company and Member may be referred to individually as "Party" and collectively as the
"Parties."
RECITALS:
WHEREAS, Company provides the Community, designed for the following purpose,
elaborated on more fully below: an online web service where individuals can gather and
communicate, network, and participate in online workshop for the purpose of discussing
their projects;
WHEREAS, Member would like to join the Community and acknowledges and agrees to be
bound by the terms and conditions listed herein;
NOW, therefore, in consideration of the promises and covenants contained herein, as well as
other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Parties do agree as follows:
Article 1 - MEMBERSHIP:
This Agreement forms a legally binding agreement between Member and Company and
governs the Member's access and participation in the Community, the Member’s access and
use of the Company's website and any services thereon (collectively the "MembershipServices"). Hereinafter "you" or any third-party pronouns will refer to Member.
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY SIGNING THIS
AGREEMENT THROUGH PAPER OR ELECTRONIC MEANS, YOU AGREE TO BE BOUND AND
ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT
CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS
AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL
ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU
DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE
MEMBERSHIP SERVICES.
Article 2 - MEMBERSHIP SERVICES:
The Membership Services, as part of the Community specifically provided by Company are as
follows:
• Creativity and Financial Report Analysis
• Online workshops/ Network Events/Premiere/Wrap Party/Exhibitions/Fund Raising Events
• Funding for both Development and Equity participation via own resources and/or third parties services
• Advertising and Product Placement Promotion
• Other services related to the bullets above
Article 3 - DISCLAIMERS:
Company hereby expressly disclaims any and all responsibility for the actions, interactions,
conduct, communications or other relationships of any Members through the Membership
Services or otherwise. Company makes no warranties, representations, guarantees, or other
promises or covenants with regard to any Member or their conduct.
Member hereby acknowledges and agrees that Company is not responsible or liable in any
way for Member's interactions with others and that Member's actions and interactions are
Member's sole and exclusive responsibility.
Article 4 - REGISTRATION:
Member may be asked to register to use the Membership Services. Member will choose a
secure password to access the services and provide a personal email address. Member is
responsible for ensuring the continued accuracy, security, and confidentiality of this
information. Providing false or inaccurate information or using the Membership Services to
further fraud or unlawful activity is grounds for immediate termination of this Agreement.
Article 5 - USE:
Member agrees not to use the Membership Services for any unlawful purpose or any
purpose prohibited under this clause. Member agrees not to undertake any action which
may damage the Company in any way.
Member further agrees not to use the Company or Membership Services:
a) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
b) To violate any intellectual property rights of the Company or any third party;
c) To upload or otherwise disseminate any computer viruses or other software that may
damage the property of another;
d) To perpetrate any fraud;
e) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f) To publish or distribute any obscene or defamatory material;
g) To publish or distribute any material that incites violence, hate, or discrimination
towards any group;
h) To unlawfully gather information about others.
Article 6 - FEES:
Company provides the Community to Member the following memberships and fees:
- For Backer/Supporter: £ 500
- For Film Producers: Basic £ 1500 , Standard £ 6000, Premium £12000
- For Corporate Members: Silver £ 2500, Gold £ 5000
- For Investors: Oscar Minimum £ 100000 (Cordelia Cinema Fund Subscription Included)
Prices are excluding VAT
All Fees are charged per annum
Article 7 - RELEASE:
Member hereby releases Company, as well as any of Companys affiliates, licensors,
suppliers, subsidiaries, parents or other legal representatives, from any claims, demands,
damages or other legal action which may arise from Member's dispute with any other
Member.
Article 8 - TERMINATION:
This Membership Agreement shall continue until terminated by either Party. In order for
Member to cancel, the Company’s web page provides functionality to end the membership
in the Community. If 36 months passes without any log in or activity on Member’s
Community account, the membership is cancelled. Company may also terminate the
Member’s membership in the Community at any time for convenience.
This Agreement may also be immediately terminated in the event that there is a breach of
the terms of this Agreement by either Party. This Agreement will also immediately terminate
upon the death of the Member, the liquidation, dissolution or discontinuance of the
Company by the Company in any manner, or the filing of any petition by or against the
Company under federal or state bankruptcy or insolvency laws.
Article 9 - LIMITED LICENSE:
Member acknowledges and agrees that the Company's name, services, and any logos,
designs, text, graphics, software, content, files, materials, and any other intellectual
property rights contained therein, including without limitation, any copyrights, patents,
trademarks, proprietary or other rights arising thereof, are owned by the Company or its
affiliates, licensors, or suppliers.
Member acknowledges and agrees that the source and object code of certain Membership
Services and the format, directories, queries, algorithms, structure, and Company of the
same are the intellectual property, proprietary, and confidential information of Company
and its affiliates, licensors, and suppliers.
Member expressly agrees not to do anything inconsistent with Company's ownership of all
of the intellectual property discussed herein. Member further agrees that there are no
rights, title, or interest in or to any Membership Services, except as stated in this Agreement.
In addition, except as expressly set forth in this Agreement, Member is not conveyed any
right or license by implication, estoppel, or otherwise in or under any patent, trademark,
copyright, or other proprietary rights of Company or any third party.
For any Membership Services which enable Member to use any software, content,
equipment or other physical or non physical materials owned or licensed by Company,
Company grants Member a limited, revocable, non-exclusive, non-sublicensable, nontransferable license to access and use the specific Membership Services, and any related
software, content, equipment or other materials FOR PERSONAL, NON-COMMERCIAL USE
ONLY.
Article 10 - RESTRICTIONS:
Member is prohibited from selling, reselling, or making commercial use of the Membership
Services, unless Member has specifically an executed agreement with Company that
expressly allows for such activity.
Article 11 - THIRD-PARTY SERVICES:
Certain Memberships Services may integrate, be integrated into, or be provided in
connection with third-party websites, services, content, and/or materials ("Third-Party
Services"). Company does not control any Third-Party Services. The Company makes no
claim or representation regarding the third-party services and accepts no responsibility for
the quality, content, nature, or reliability of Third-Party Services. There is no implied
affiliation, endorsement, or adoption by the Company of these Third-Party Services and
Company shall not be responsible for any content provided on or through these Third-Party
Services.
Article 12 - MEMBER CONSENTS:
Member agrees and verifies that all of the information they have given the Company and its
representatives is accurate, up to date, and without the omission of any requested
information. Member agrees and verifies that even if they have omitted any necessary
personal information, whether knowingly or unknowingly, they will hold the Company
harmless against all liability for any damages that may occur to Member or others because
of Member's actions or inactions. Member agrees to notify the Company Membership
Group of any changes or upcoming changes concerning their personal information.
Article 13 - ASSUMPTION OF RISK:
Member agrees and understands that their participation in the Membership Services may
involve risks. These risks may lead to tangible or intangible harm, and Member agrees that
these risks may result not only from their own actions but also from the actions of others.
With the knowledge and understanding of these risks, Member chooses, of their own will
and volition, to continue participating in the Membership Services.
Article 14 - INDEMNIFICATION:
Member agrees to defend and indemnify Company and any of its affiliates (if applicable) and
hold them harmless against any and all legal claims and demands, including reasonable
attorney's fees, which may arise from or relate to Member's use or misuse of the activities,
Member's breach of this Agreement, or Member's conduct or actions. Member agrees that
Company shall be able to select its own legal counsel and may participate in its own defense,
if so desired.
Article 15 - REPRESENTATION:
Member agrees that they may legally consent to and enter into this Agreement.
Article 16 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between the Member and the
Company with respect to any and all use of the Membership Services. This Agreement
supersedes and replaces all prior or contemporaneous agreements or understandings,
written or oral, regarding the Parties' relationship.
Article 17 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of which shall constitute a single
agreement. The Agreement shall be effective as of the date set forth above.
Article 18 - SURVIVAL:
Any provision of this Agreement which by its terms imposes continuing obligations on either
of the parties shall survive termination of this Agreement.
Article 19 - SEVERABILITY:
If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or
competent arbitrator, the remaining parts and subparts will be enforced to the maximum
extent possible. In such condition, the remainder of this Agreement shall continue in full
force.
Article 20 - DISPUTE RESOLUTION:
In case of a dispute between the Parties relating to or arising out of this Agreement, the
Parties shall first attempt to resolve the dispute personally and in good faith. If these
personal resolution attempts fail, the Parties shall then submit the dispute to binding
arbitration.
Any dispute, controversy or claim arising out of or in connection with the Agreement, or the
breach, termination or invalidity thereof, shall be finally settled by arbitration administered
by the Arbitration of London The Rules for Expedited Arbitrations of the Arbitration of institute of London shall apply unless the Institute, taking into account the complexity of the case,
the amount in dispute and other circumstances, determines, in its discretion, that the Rules
of the Arbitration Institute of the London shall apply. In the latter
case, the Institute shall also decide whether the arbitral tribunal shall be composed of one or
three arbitrators. All members of the tribunal shall be appointed by the Institute upon
receipt by the Institute of a request for arbitration submitted with reference to this
Agreement. The arbitral tribunal shall be competent to consolidate the handling of claims
brought under this Agreement or any document entered into in connection with it, with the
application ex analogia of the provisions of the English Code
The place of arbitration shall be London. The arbitration proceedings
shall, unless otherwise agreed, be conducted in English.
The parties undertake and agree that all arbitral proceedings conducted with reference to
this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall
cover all information disclosed in the course of such arbitral proceedings, as well as any
decision or award that is made or declared during the proceedings. Information covered by
this confidentiality undertaking may not, in any form, be disclosed to a third party without
the written consent of the other party. This notwithstanding, a party shall not be prevented
from disclosing such information if required by law or other enactment or by a decision of
any judicial or administrative authority or by stock exchange rules to be disclosed by that
party or to give effect to a decision or award.
Each Party shall pay their own costs and fees. Claims necessitating arbitration under this
section include, but are not limited to: contract claims, tort claims, claims based on national
and state law, and claims based on local laws, ordinances, statutes or regulations.
Intellectual property claims by the Company will not be subject to arbitration and may, as an
exception to this subpart, be litigated. The Parties, in agreement with this subpart of this
Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
Article 21 - GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of UK and Wales without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the country of UK & Wales.
Article 22 - NOTICES:
All notices, requests, consents, claims, demands, waivers and other communications
hereunder (each, a "Notice") shall be in writing and addressed to the parties at the
addresses set forth on the first page of this Agreement. All notices shall be delivered by
email or at the address which the parties may designate to each other, personal delivery,
nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail
(in each case, return receipt requested, postage pre-paid). Except as otherwise provided in
this Agreement, a Notice is effective only if (a) the receiving party has received the Notice
and (b) the party giving the Notice has complied with the requirements of this section.
Article 23 - HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the
provisions themselves and shall not be construed in any way that would limit or otherwise
affect the terms of this Agreement.
IN WITNESS WHEREOF, you the Member accept and enter into this Agreement with the
Company by checking the signup checkbox. Your acceptance of this Agreement will be
timestamped and stored in the Company’s databases.