TERMS OF USE

1. Introduction

Welcome to Urize Ltd ("Company" or "We" or "Us"). By accessing or using the website www.urize.com, any other country-specific domain, or subdomains thereof, and any related mobile applications (collectively, the "Website" or “Platform”), you agree to comply with and be bound by these Terms of Use ("Terms"). If you do not agree with these Terms, you should not use the Website.

2. Ownership and Operation

Urize Ltd owns and operates the Website. The following Terms of Use govern your access to and use of the Website, including any content, functionality, and services offered on or through the Website.

3. Acceptance of Terms

These Terms of Use ("TOU" or "Agreement") apply to all users of the Website, including users who register for an account, users who use the Services (defined below), users who contribute, upload, transmit, make available, and access content on the Website, and users who simply view the content on the Website (collectively "Users" or "You" or "Your").

4. Overview of the Urize Service

Urize Ltd operates a Media Technology marketplace for Film and TV rights, aimed at streamlining the process of buying, acquiring, and selling Intellectual Property (IP) in emerging markets. Our platform matches projects with talent, financing, and distribution partners within the respective industries. Through the Website, Users ("You") can create profiles, showcase projects, and connect with potential partners to execute their creative visions.

4.1 Service Offerings

4.1.1 Creators' Works

a. Profiles: Creators using the Urize platform have the opportunity to showcase a diverse range of their works through their profiles. These works may include:

b. Projects: Creators can add projects to their profiles, which enhances their digital presence. These projects encompass a variety of works such as:
  • Scripts: Screenplays, teleplays, and scripts for various media formats, each showcasing unique storytelling and creative elements.
  • Story Concepts: Ideas, synopses, and pitches for potential future projects, providing a glimpse into the creator's imagination.
  • Visual Concepts: Visual representations of project ideas, including storyboards, posters, and concept art, bringing concepts to life.
c. Collaboration Opportunities: Creators seeking partners to execute their vision can utilize the platform to connect with potential collaborators, including:

4.1.2 Interested Parties' Exploration

a. Access to Filmmakers:Interested parties, such as TV/film executives, buyers, and investors, gain access to a variety of works before they reach the broader market. These works may include:
b. High-Potential Projects: Interested parties can discover media projects with high potential, offering:
  • Innovation: Projects that break new ground, challenge conventions, and offer fresh perspectives.
  • Unique Storytelling: Works that captivate audiences through compelling narratives, themes, and characters.
  • Market Relevance: Projects aligned with current trends and audience preferences.
c. Early Partnership Opportunities: Interested parties have the chance to partner with emerging talents before they achieve widespread recognition, offering:

4.1.3 Platform Contribution Categories

a. Screenplays:Full-length or short scripts for film and television that form the foundation of visual storytelling.
b. Teleplays: Scripts designed for television shows, series, and episodic content.
c. Story Concepts:Innovative and captivating ideas for potential projects.
d. Visual Concepts: Visual representations, including storyboards, posters, and concept art.

4.1.4 Tools for Project Discovery

We develop tools that help studios and interested parties scout for projects effectively, simplifying the project discovery process for all stakeholders.

4.1.5 Deal Percentage

Urize facilitates collaborations that lead to successful projects. For each deal created on the platform, Urize takes a percentage on a case by case basis, ensuring a sustainable business model.

4.2 User Responsibilities and Interactions

a. Creator Interactions: Creators can explore the platform's features, create profiles, and showcase projects. You can connect with potential partners who resonate with your creative vision. b. Urize's Role: Our platform's primary focus is matching creators with potential partners and offering project scouting tools. We do not guarantee outcomes but provide the platform for collaboration and discovery.

4.3 User Types and Recruitment

Urize serves as a platform where TV/film executives and interested parties can discover and recruit creators to collaborate on projects. Interested parties can recruit creators who align with their project goals and vision.

5. Account Creation and Activity a. Registration: To access the Urize Platform, you must register as a User by providing certain personal information, including but not limited to your full name, username, gender, age, and email address. we will collect specific information as outlined in our Privacy Policy.
b. Eligibility: Users must be at least 13 years of age to create an account on the Website, unless a legal guardian creates an account on their behalf. Contributions by minors will not be incorporated without the execution of the necessary License by their legal guardian. Users under the age of majority in their jurisdiction cannot access Contents categorized as "Adult Genre."
c. Single Account: Creating multiple accounts is prohibited. If multiple accounts are detected, Urize may terminate all accounts without prior notice, and entitlements may be forfeited.

By registering for the Services, you agree:

a. Username: We own and reserve the right to all usernames and passwords created on the Platform
b. Accurate Information: You will provide accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data").
c. Maintenance of Information: You will promptly update the Registration Data to ensure it remains true, accurate, current, and complete.

6. Account Responsibilities

a. Confidentiality of Login Credentials: You are solely responsible for maintaining the confidentiality of your Login Credentials and for all activities conducted using your Login Credentials. You must not allow any third party to use your Login Credentials.
b. Unauthorized Use: In the event of unauthorized use or breach of security involving your Account, you must notify Urize immediately. While Urize is not liable for losses incurred due to unauthorized use, you may be liable for losses incurred by Urize or others due to such unauthorized use.
c. Termination of Unauthorized Use: Urize reserves the right to terminate any username and password that it reasonably believes has been used by an unauthorized third party.
d. No False Identification: You will not create an Account using false identification or information, nor on behalf of someone other than yourself.
e. Prior Bans: You will not establish an Account or use the Services if you have previously been banned from the Platform, unless explicit approval is granted by Urize on a case-by-case basis.

6. Data Privacy and Security

a. Privacy Policy: The use of personal data is governed by our Privacy Policy, which is an integral part of these Terms of Use. By using the Platform, you acknowledge and agree to the terms outlined in the Privacy Policy. b. Data Security: We implement reasonable measures to protect user data and maintain the security of the Platform. However, you understand that no data transmission over the internet is completely secure, and Urize cannot guarantee the security of your data.

7. Authorship and Ownership

a. Original Work: Creators uploading content to the Urize platform affirm that the works are original and not infringing on any third-party rights.
b. User-Owned Content: You retain full ownership of the intellectual property rights to any original Content that You upload, submit, or provide on the Platform. We do not claim ownership over Your Content.
c. Intellectual Property Rights: Creators retain the intellectual property rights to their original works, including screenplays, concepts, projects, and other submitted content.
d. Collaborative Projects: In cases of collaborative efforts, co-authors or contributors must establish clear terms of authorship and ownership before uploading content.
e. License to Use: By uploading or providing Content on the Platform, You grant Us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable license to use and publicly display your Content solely for the purposes of operating, promoting, and improving the Platform.
f. User Content Review and Moderation: Urize reserves the right, but not the obligation, to review, monitor, and moderate user-generated content to ensure compliance with these Terms and the platform's guidelines. We may remove, edit, or block content that violates these Terms or is otherwise deemed inappropriate.

8. Company-Owned Content

a. Platform Content: All materials, designs, logos, trademarks, software, and other content provided by Us on the Platform, excluding User Content, are owned by the Company or its licensors and are protected by applicable intellectual property laws. b. Limited License: We grant You a limited, non-exclusive, non-transferable, revocable license to access and use the Platform Content solely for Your personal, non-commercial use.

9. User Contributions

a. User Contributions License: We do not assert any ownership over Your contributions on the Platform. You retain full ownership of all your contributions, and any intellectual property rights or other proprietary rights associated with them. b. Responsibility: You are solely responsible for the accuracy and legality of Your contributions. You agree to exonerate Us from any and all responsibility and refrain from legal action against Us regarding Your contributions.

10. Prohibited Activities

a. Usage Restrictions: You must not engage in the following activities:

11. Subscription Plans, and Commission

Basic

[Free] - 10% Commission taken from the deal value.

Premium

$290/Year - 10% Commission taken from the deal value.

Platinum

$680/Year - 10% Commission taken from the deal value.

Transparency and Financial Reports:To ensure transparency and accountability, creators have access to comprehensive reports detailing the monetization of their content and corresponding earnings. These reports outline the usage metrics, revenue generated, and any associated deductions, thereby fostering clear communication regarding financial transactions.
Updates and Modifications:Urize reserves the right to modify or update the commission rates and monetization structure as needed. Any changes will be communicated to users through appropriate channels, allowing for informed decision-making.

12. Intellectual Property Protection

a. Copyright Protection:Creators are responsible for ensuring their content is protected by copyright law. Urize does not assume liability for copyright infringement by third parties.
b. Digital Rights Management: Urize employs digital rights management tools to prevent unauthorized copying, distribution, and reproduction of content.
c. Copyright Infringement Claims: If you believe that your copyrighted work has been used on the Platform in a way that constitutes copyright infringement, please provide our designated agent with the following information: a description of the copyrighted work and its location on the Platform, your contact information, a statement of your good-faith belief that the use is not authorized, and a statement under penalty of perjury that the information is accurate and that you are authorized to act on behalf of the copyright owner.
d. Content Removal:Creators have the right to request the removal of their content from the platform at any time. The Company will promptly comply with such requests.
e. Account Termination: Urize reserves the right to terminate accounts in cases of copyright infringement, violation of terms, or other breaches of platform guidelines.

14. Collaboration and Negotiation

a. Collaborative Agreements: Creators engaging in collaborative projects must establish clear terms of collaboration, authorship, and ownership before uploading content. b. Negotiation: Creators, investors, distributors, and other parties can negotiate licensing and collaboration terms through the platform's communication tools.

15. Content Liability

a. User Content Responsibility: All content submitted to the Platform is the sole responsibility of the individual who originated it. b. Release of Liability: By using the Platform, You release Us from any claims, damages, and demands related to disputes between users or between users and any third party arising from the use of the Platform.

16. Modifications and Site Management

a. Modifications: We reserve the right to modify, change, or remove the contents of the Platform, as well as to modify or discontinue parts of the Platform, without notice. We are not liable for any modification or interruption of the Platform.

17. Platform Availability and Downtime

Urize reserves the right to perform maintenance, updates, and upgrades to the Platform. We will endeavor to minimize disruptions, but the Platform may be temporarily unavailable during such activities.

18. Communication and Notifications

By registering on the Platform, you consent to receive emails related to your account, transactions, and updates. You can manage your email preferences in your account settings.

19. Termination and Account Closure

a. Termination by User: You can terminate your account at any time by following the instructions on the Platform. Please note that termination will not affect any ongoing obligations or commitments. b. Termination by Urize: We reserve the right to terminate or suspend your account, without notice, for violations of these Terms, fraudulent activities, or any behavior that we deem harmful to the Platform or other users.

20. Feedback and Suggestions

We welcome your feedback and suggestions for improving the Platform. By submitting feedback, you grant Urize the right to use and incorporate your ideas without any obligation to compensate you.

21. Disclaimer

Urize and its service providers and licensors make no representations about the suitability, reliability, availability, timeliness, security, or accuracy of the Platform or the Content for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. Urize and its service providers and licensors hereby disclaim all warranties and conditions of any kind with regard to the Platform and the Content, including all implied warranties or conditions, title, and non-infringement. No statement or information, whether oral or written, obtained from Urize in any means or fashion will create any warranty not expressly and explicitly set forth in this agreement.

22. Indemnification and Limitation of Liability

Except to the extent prohibited by any Applicable Law, you agree to defend, indemnify, and hold Urize, its subsidiaries, affiliated companies, licensors, employees, agents, and any third-party information providers, harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of: a. your use, misuse, or inability to use the Platform or the Content, b. your violation of these Terms, or c. your violation of Applicable Laws.

To the extent not prohibited by law, in no event shall Urize be liable for any direct, indirect, incidental, special, punitive, exemplary, indirect, consequential, or other types of damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use or inability to use the Platform; any information available on the Platform; however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Urize has been advised of the possibility of such damages. In no event shall Urize’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by you for using the Platform. The foregoing limitations will apply even if the above-stated remedy fails its essential purpose. Urize reserves the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

23. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria. You agree that any dispute, difference, or claim arising out of or in connection with these Terms shall be resolved amicably by both parties within 30 days through negotiations failing which the dispute shall be settled exclusively and finally by Mediation. The language of the mediation shall be English, the venue of the mediation shall be Lagos, Nigeria, and the cost of the mediation proceedings shall be borne by the breaching party as determined by the appointed mediator.

Non-Disclosure Agreement (NDA) for Users on Urize App

1. Introduction

This Non-Disclosure Agreement ("Agreement") is entered into as of date of Account Creation, by and between the Interested Party and the creator ("Creator") using the Urize App. This Agreement governs the disclosure of confidential information by the Creator to potential investors and interested parties facilitated through the Urize platform.

2. Purpose

The Creator desires to have interactions with potential investors and interested parties on the Urize App, and agrees to maintain the confidentiality of any information exchanged with the potential Investor and Interested Party.

3. Confidential Information

"Confidential Information" shall mean any non-public information related to the Interested Party’s and the Creator's projects, including but not limited to intellectual property, business plans, financial data, marketing strategies, and any other proprietary information disclosed during interactions on the Urize App.

4.

Parties Obligations

4.1 Confidentiality:Parties agree to keep all Information received during the course of the discussion on Urize confidential and to take all reasonable precautions to prevent unauthorized disclosure or use. 4.2 Use Limitation: Parties shall not use the Confidential Information for any purpose other than evaluating the potential partnership or investment through the Urize App. 4.3Employees and Third Parties: Parties shall restrict disclosure of the Confidential Information to third parties involved and ensure they are bound by confidentiality obligations similar to those in this Agreement. 4.4 Duration of Confidentiality: The obligations of confidentiality shall continue for a period of five (5) years from the date of disclosure or until such information becomes publicly available through no fault of Urize. 4.5. Parties shall only disclose information on Urize that it has the legal right to disclose, and that such disclosure does not violate any third-party rights.

Limitation of Liability

Parties understands that Urize's role is to facilitate interactions and partnerships. Urize will not be held responsible for the actions of interested parties who have access to the Creator's information.

6.

Exceptions

The obligations of confidentiality do not apply to information that:

6.1 **Is or becomes public knowledge through no fault of either party.

6.2 **Was rightfully known to either Party before disclosure.

6.3 **Is independently developed by either Party without reference to the Confidential Information.

6.4 **Is rightfully obtained from a third party without restrictions on disclosure.

MISCELLANEOUS

Suspension

If you are found to be in breach of these Terms, we reserve the right to suspend your Account and all access to Urize’s Website and App. In addition, we are entitled to suspend the provision of all or part of our services at any time if we are obliged or advised to comply with an order, instruction, or request of any limb of government, or any regulator, court, or other competent authority.

Change of Terms

These Terms may change from time to time, and when they do, we will post the new version of the Terms on the Website and the App and flag it appropriately.

Entire Agreement

Unless otherwise agreed in writing between you and Urize, these Terms constitute the sole agreement between you and Urize for your use and the provision of the Platform/Services and the subject matter hereof, and unless otherwise agreed or incorporated herein, no representations, statements, or inducements, oral or written, not contained in these Terms shall bind either you or Urize.

Severance

If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

Waiver

Failure to insist on the performance of any of the terms will not operate as a waiver of any subsequent default. No waiver by Urize of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. Any waiver of any right or obligation under these Terms shall only be valid if it is in writing and signed by the Party waiving such right.

Assignment

You shall not assign, transfer or novate your rights or obligations hereunder, in whole or in part, without the prior written consent of Urize.

Bindingness

These Terms shall be binding upon and inure to the benefit of each of the parties and the parties' respective successors and permitted assigns. A printed version of these Terms and of any related notice given in electronic form shall be valid and admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

How to Contact Us

In the case of any complaints or notice of dispute or any other notification, please contact us at:

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Email:

Address:

How we may contact you

If we have to contact you, we will do so by telephone or via the email address provided to us by you.