Terms of Service

1 Acceptance of Terms

By accessing or using Watrfall, you agree to comply with and be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

Watrfall is operated by Watrfall Pictures Limited ("Watrfall", "we", "us").

2 Description of Services

Watrfall provides access to participate in the Watrfall ecosystem. Services available to users of the platform may include but are not limited to:

1. Access to the selection process of film and TV projects for acquisition by the platform
2. Access to participate in investment and fractional royalty token ownership for projects acquired by the platform
3. Access to exclusive events, offers, merchandise, and crypto assets
4. Access to participate in the governance of the platform
5. Access to watch and stream content acquired by the platform

Investment, royalty ownership and governance rights are governed by the applicable separate offering documents, agreements and rules. These Terms and changes to platform rules do not create, amend or waive rights under separate agreements or offering documents, which prevail to the extent of any conflict.

3 Eligibility

You must be at least 18 years of age to access or use our services. By using Watrfall, you represent and warrant that you meet this age requirement. Our services are not available to persons located in jurisdictions where participation in token-based investment or governance activities is prohibited or restricted by applicable law. It is your responsibility to ensure that your use of our services complies with all laws applicable in your jurisdiction.

4 User Registration

To access certain features of our services, you may be required to register an account and/or connect a crypto wallet. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You also agree to only connect a crypto wallet that you own or control. You may not create multiple accounts or use automated means to register accounts.

5 User Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

6 Risk Disclosure and No Financial Advice

Nothing on Watrfall constitutes financial, investment, legal, or tax advice. Any information provided on the platform is for informational purposes only. Participation in token-based activities, fractional royalty ownership, and other investment-related features involves significant risk, including the risk of loss of your entire investment. Token values may be highly volatile, and past performance is not indicative of future results. You should consult a qualified financial advisor before making any investment decisions. By participating in any financial features of the platform, you acknowledge that you understand and accept these risks.

7 Participation in the Platform

By participating in Watrfall, you acknowledge and agree to abide by the platform's published community guidelines, voting rules, and governance procedures as updated from time to time. You understand that your participation may involve financial transactions and agree to assume any associated risks.

8 Prohibited Activities

You agree not to:

• Violate any applicable laws or regulations.
• Use our services for any illegal or unauthorized purpose.
• Engage in any conduct that restricts or inhibits any other user from using or enjoying our services.
• Attempt to gain unauthorized access to any part of our services.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Create multiple accounts to circumvent governance processes, voting mechanisms, or content selection processes.
• Use bots, scripts, or other automated means to access or interact with our services without our express written consent.
• Engage in any activity that manipulates token prices or markets associated with the platform.

9 Intellectual Property

The platform and its content and materials, including films, programmes, text, graphics, logos, trademarks, designs, software and databases, are owned by Watrfall or its licensors or other rights holders and are protected by copyright, trademark and other applicable laws. All rights not expressly granted are reserved.

Subject to these Terms and any applicable access conditions, you are granted a limited, non-exclusive, non-transferable, non-sublicensable permission to access and use the platform and view content made available to you for your personal, non-commercial use, except as expressly authorized through the platform or a separate agreement. Access does not transfer ownership of any content or intellectual property.

Except as expressly permitted by the relevant rights holder, these Terms or applicable law, you must not copy, download, record, reproduce, modify, translate, adapt, distribute, sell, license, publicly perform or display, or create derivative works from platform content; scrape or systematically extract content or data; use content to train or develop artificial intelligence models; reverse engineer platform software; circumvent access controls or copy protection; or remove proprietary notices. No permission to use Watrfall's names, logos or trademarks is granted except as necessary for authorized use of the services.

This Section does not restrict your use of your own Submissions or rights expressly granted under a separate agreement. Ownership and permitted use of Submissions are governed by Section 12.

10 Disclaimer of Warranties

To the fullest extent permitted by applicable law, and except as expressly provided in these Terms or a separate agreement, our services and all content and materials made available through them are provided "as is" and "as available", without any representation, warranty or condition of any kind, whether express, implied, statutory or otherwise. Watrfall and its affiliates and licensors disclaim all such representations, warranties and conditions, including merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement and those arising from a course of dealing or usage of trade.

Watrfall does not warrant that the services will meet your requirements, be continuously available, uninterrupted, timely, secure or error-free, or be free of viruses or other harmful components; that defects will be corrected; or that content, information, evaluations or results will be accurate, complete or reliable. Except as expressly agreed, Watrfall does not guarantee any project's selection, funding, production, distribution, commercial success or investment return.

Third-party content, links, services, wallets and networks are not warranted or endorsed merely because they are accessible through the platform. You are responsible for assessing their applicable terms and risks and maintaining appropriate copies of your Submissions. Advice or information obtained through the services does not create any warranty beyond Watrfall's express contractual commitments.

Nothing in this Section excludes mandatory consumer guarantees or other rights that cannot lawfully be excluded, or relieves Watrfall of obligations expressly assumed under these Terms or separate agreements.

11 Limitation of Liability

Subject to the exceptions below and to the fullest extent permitted by applicable law, Watrfall, its affiliates and their respective directors, officers, employees, agents, service providers and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenues, anticipated savings, business opportunities, goodwill, data or use, whether such losses are direct or indirect, arising out of or relating to these Terms or the services.

Subject to the same exceptions, the total aggregate liability of all those persons combined for all claims arising out of or relating to these Terms or the services shall not exceed the total fees you paid to Watrfall for platform services during the twelve (12) months immediately preceding the event giving rise to the claim. Investment principal, purchases of securities or royalty interests, and amounts paid under separate investment or project agreements are not platform service fees. Multiple claims or claimants through you do not increase this cap.

These exclusions and limitations apply whether a claim is based in contract, tort (including negligence), statute or otherwise, even if the possibility of the loss was disclosed or reasonably foreseeable. They apply, without limitation, to claims concerning access interruptions, technical failures, loss or corruption of Submissions or other data, unauthorized access, and third-party content or services. Each person identified above may rely on these protections in respect of its involvement in providing the services.

Nothing in Sections 10 or 11 excludes or limits liability for fraud or wilful misconduct, liability that cannot lawfully be excluded or limited, or any mandatory consumer right or remedy. These Sections do not limit rights, remedies or payment obligations under separate agreements or authorize use of Submissions beyond the permissions granted in Section 12.

12 Submission of Creative Materials

12.1 No Confidential Relationship

By submitting any creative materials, ideas, pitches, scripts, treatments, or other content ("Submissions") to Watrfall, you acknowledge that no confidential, fiduciary, or other special relationship is created between you and Watrfall by virtue of your Submission, except as expressly agreed in a separate written agreement.

12.2 No Obligation

Except as expressly agreed in separate written terms, including terms for any paid evaluation service, Watrfall has no obligation to review, consider, develop, produce, or compensate you for any Submission. Watrfall may, at its sole discretion, decline any Submission without explanation. Payment for evaluation does not guarantee selection, financing or production.

12.3 Independent Development and Similarity

You acknowledge and agree that:

1. Watrfall receives numerous Submissions and also develops projects independently;
2. other Submissions or independently developed projects may be similar or identical to yours in theme, idea, plot, format, or other respects;
3. similarity alone does not entitle you to compensation or credit where the material is independently developed, lawfully obtained from another source, or similar only in unprotected elements; and
4. Watrfall's receipt of or access to your Submission does not, by itself, establish copying or liability.

12.4 Common Ideas

You understand that ideas, concepts, and themes as such are not protected by copyright, although their original expression may be protected. Similarity of ideas alone does not constitute copyright infringement.

12.5 Waiver of Claims

To the extent permitted by applicable law, you waive claims against Watrfall, its affiliates, partners, agents, successors, and assigns based solely on similarities arising from independent development, material lawfully obtained from another source, or unprotected elements. This waiver does not extend to infringement of protected elements of your Submission or breach of a separate written agreement.

12.6 Intellectual Property Ownership

Unless otherwise agreed in a separate written agreement, your Submission remains your intellectual property. Nothing in these Terms transfers ownership of your Submission to Watrfall. However, by submitting, you grant Watrfall a non-exclusive, royalty-free, worldwide license to receive, store, copy, review, evaluate, and internally discuss your Submission, including through personnel, advisers and service providers involved in the review, for the purpose of determining whether to engage further with you. Public display, community circulation or promotional use requires your separate express consent identifying the materials and permitted use.

12.7 Separate Agreement Required

If Watrfall wishes to develop, produce, or use your Submission beyond the permissions granted under Section 12.6, the terms of such use (including compensation, credits, and rights) shall be governed by a separate written agreement. Nothing in these Terms constitutes an agreement to use or compensate you for your Submission.

12.8 Submission Rights

You represent and warrant that you own or control the rights necessary to submit your Submission and grant the permissions above, have obtained all necessary authorizations from co-authors and other rights holders, and that its permitted use does not infringe third-party rights or breach any obligation binding on you. You will indemnify Watrfall against third-party claims, damages and reasonable legal costs resulting from your breach of this warranty, excluding claims arising from use outside the permissions granted. Watrfall will promptly notify you of any claim, allow you a reasonable opportunity to participate in its defence and will not settle it at your expense without your consent, not to be unreasonably withheld.

12.9 Artificial Intelligence

Scripts, treatments, artwork, character and other visual designs, and other underlying creative material in your Submission must be human-authored and not generated by AI. AI assistance in production or post-production is permitted, provided it does not generate or replace that underlying creative material. You must disclose any such assistance that generates or materially alters substantive content, identifying the tools, affected material and human creative contributions. Tools used solely for spelling, grammar or formatting assistance that do not generate substantive creative content need not be disclosed. You must not describe AI-generated material as wholly human-authored. You must retain and, on reasonable request, provide records supporting that disclosure and any applicable usage restrictions. Watrfall may request revisions or decline a Submission if it is not satisfied that the required rights can be obtained and protected. Acceptance does not confirm copyright protection or clearance of third-party rights.

13 Termination

Watrfall reserves the right to suspend or terminate your account and access to the services at any time, with or without notice, for any reason, including but not limited to a violation of these Terms, subject to applicable law. You may terminate your account at any time by contacting us at info@watrfall.com. Upon termination, your right to use the services will immediately cease. Termination does not, by itself, cancel ownership or economic rights under separate agreements. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, and limitations of liability.

14 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or your use of the services shall first be submitted to good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be submitted to binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its then-current rules. The arbitration shall take place in Halifax, Nova Scotia, Canada. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

The mandatory arbitration and class-action waiver above do not apply to consumers. Nothing in these Terms deprives consumers of mandatory protections or access to courts available under applicable law. This Section does not override dispute provisions in separate agreements.

15 Changes to Terms of Service

We reserve the right to modify or revise these Terms of Service at any time. For material changes, we will provide at least fourteen (14) days' notice prior to the changes taking effect, by posting the updated Terms on Watrfall and, where reasonably practicable, by sending a notification to your registered email address or via in-app notification. Your continued use of our services after any such changes constitutes your acceptance of the new Terms of Service, subject to applicable law. Changes will not expand permissions for previously received Submissions or amend rights under separate agreements without the consent required by the applicable agreement or law.

16 Contact Us

If you have any questions or concerns about these Terms of Service, please contact us at info@watrfall.com.

Our Privacy Policy is available at https://watrfall.com/privacy-policy.