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Member terms and conditions PLEASE READ THESE terms and conditions CAREFULLY. 1.Definitions. Capitalized words used herein have the following meanings: a.“Acceptance” means the Company’s acceptance of a Short meeting the requirements of Paragraph 6. b.“Annual Contests” means annual contests run by the Company pursuant to Paragraph 8. c.“Applicable Member” means the Member submitting the applicable Short in question. d.“Member” means a person that accepts the terms and conditions hereof by clicking “I Accept Membership” below. e.“Company” means Filmaka, LLC. f.“Contests” means Periodic Contests and Annual Contests, collectively. g.“Delivery Guidelines” means the Delivery Guidelines for Shorts that are submitted for the final round of the Periodic Contests or for the Annual Contests, which guidelines are available on the Company’s website. h.“Exclusive Rights” has the meaning set forth in Paragraph 9(b). i.“Jury” means a panel of up to five appointed by the Company for each Contest from a pool of fifteen industry professionals selected by the Company from time to time. j.“Premium Shorts” means Shorts that are (i) semi-finalists for any Periodic Contests and the Shorts submitted for the final round of such Contests, (ii) special Jury prize winners, runners-up or winners of any Periodic Contests, (iii) runners-up or winners of any Annual Contests, or (ii) acquired by the Company pursuant to Paragraph 9(c). k.“Rights” has the meaning set forth in Paragraph 9. l.Shorts” means the short films (between one minute and three minutes in length) for which the Company runs Contests. m.“Terms and Conditions” means these Member Terms and Conditions. n.“Periodic Contests” means contests run by the Company periodically for Shorts based on a particular theme designated by the Company. 2.Members. Each Member shall have the following rights and privileges with respect to the Company. a.To view and vote on the Shorts in each Periodic Contest pursuant to Paragraph 4; and b. Submitting a film to a periodic contest for a fee of $10. 3.Member. Each Member shall have the following rights and privileges with respect to the Company a.To view and vote on the Shorts in each Periodic Contest pursuant to Paragraph 4; c.To submit an unlimited number of additional Shorts for each Periodic Contest for a submission fee of $10 per Short. 4.Voting Requirements. In order to cast a valid vote for any Periodic Contest, you must (a) vote on five Shorts and (b) rank them from 1-5, with 5 being the best. Members may not vote for Shorts they have submitted. 5.Submission Requirements. In order to validly submit a Short for any Contest, it must meet all of the following conditions for Acceptance, as determined by the Company in its sole and absolute discretion: a.The Short must be based on the theme designated by the Company for that Contest; b.The Short must not contain any content that would be rated more restrictively than “R”; c.You must submit your correct email address; d.For Shorts submitted for the Periodic Contests, you must cast a valid vote for that Contest in accordance with Paragraph 4 (just one valid vote for 5 films regardless of the number of Shorts you submit for that Contest); e.Shorts submitted as finalists for the Periodic Contests or for the Annual Contests must meet the Delivery Requirements; and f.Members that have submitted another Short for a Periodic Contest during the past twelve months must pay the appropriate fee under Paragraph 3(c). 6.Consequence of Invalid Submission. If anyone attempts an invalid submission of a Short for any reason, the Company will have the right, in its sole discretion, to implement one or more of any of the following sanctions: a.Forfeiture of the submission fee or prize money for that submission. b.Rejection or rescission of Acceptance and of the Short’s status as a semi-finalist, runner-up, special Jury prize winner, or winner of any Contest (in which case the remaining Shorts shall move up one place); or c.Termination of the Applicable Member’s status as a Member for repeated or egregious offenses. 7.Periodic Contests. The Company shall hold each Periodic Contest if at least 30 Shorts are submitted for that contest. For each Periodic Contest, Members may submit any number of Shorts pursuant to Paragraph 5 based on the theme announced by the Company.The Members will vote to elect ten semi-finalist Shorts for each Contest, and the Company may choose up to ten additional semi-finalists.The Company shall pay $500 for each semi-finalist Short to the Applicable Members, who may then compete in a final round by submitting a new Short for that Periodic Contest for every Short they submitted that was a semi-finalist for that Periodic Contests. The Company shall pay each Applicable Member $1,000 upon Acceptance of each such new Short. The Jury will choose a 1st place winner (prize: $3,000), a runner-up (prize: $2,000), and one special Jury prize winner (no cash prize) from the semi-finalists. If there is a tie in Jury voting then both the contestants will be selected. 8.Annual Contest. At the end of each calendar year, the winners, the runners-up, and the special Jury prize winner of the Periodic Contests may compete in the Annual Contest by submitting one new Short for every Short they submitted that was a winner or runner-up or special Jury prize winner for the Periodic Contests. The Company shall pay the Applicable Member $500 upon Acceptance of each such new Short. The winner shall be given the opportunity to direct a feature film for the Company on terms and conditions determined by the Company, and Company shall pay the runner-up $5,000.Note: There will be a “Wild Card” competition where one filmmaker will be selected by member voting, one by Filmaka and one by Jury (Selected by One or two Jury members from our Jury pool). These three winners will be allowed to compete in the Annual Competition. 9.Grant of Rights. By uploading a Short, you hereby grant to the Company the following rights (the “Rights”): a.The right to permit such Short to be posted and viewed by third parties on the Company’s website. This right will be exclusive for twelve months from the date of submission to the Company, and the Member will not permit the Short to be shown anywhere else during that time. b.For Premium Shorts, the copyright to the Shorts and all underlying material thereto, including, without limitation, all rights protected under Section 106 of the Copyright Act and the exclusive, perpetual, worldwide right to exploit, sublicense, and assign the Short and all ancillary and derivative rights thereto in all media now known or hereafter devised in any and all languages (the “Exclusive Rights”). c.A twelve-month option (commencing from the date of submission to the Company) to elect to acquire the Exclusive Rights to such Short in consideration for the compensation payable under Paragraph 11, to be exercised by email notice to the Applicable Member. Upon exercise of such option, (i) the Exclusive Rights to such Short shall automatically be transferred to the Company and (ii) the Applicable Member must comply with the Delivery Guidelines for such Short. 10.Compensation. As full consideration for the grant of the Exclusive Rights, the Company will pay the Applicable Member a royalty equal to (a) 50% of “Gross Receipts” (defined below) from such Exclusive Rights minus (b) the sum of (i) all expenses paid by the Company relating to the acquisition, development, production, or distribution of such Exclusive Rights, (ii) interest at 6% on the amount of such expenses from the date incurred to the date of recoupment, and (iii) a distribution fee to the Company equal to 20% of Gross Receipts. “Gross Receipts” shall mean all nonrefundable cash revenues actually received by the Company attributable to the Exclusive Rights, except that (a) only 22% of all video/DVD/VOD or similar revenue received by the Company shall be included in Gross Receipts, and the manufacturing and shipping costs relating to such revenue shall not be deducted, and (b) all membership fees and Short submission fees shall be excluded. In the event that multiple Shorts are distributed as part of a compilation (e.g. we put 10 Shorts on a DVD and sell it to the public), the 22% royalty included in Gross Receipts shall be pro rated among the Applicable Members submitting such Shorts. All payments shall be made sixty days after the end of each calendar quarter (accompanied by an accounting statement setting forth the calculation thereof), unless the total revenues due to you are less than $500, in which case payments shall be made on an annual basis. 11.Your Representations and Warranties. You represent and warrant that you have the full right and authority to grant the Rights and that our exploitation of the Rights will not violate any rights of any persons. 12.Indemnity. You hereby indemnify and hold us harmless if we incur any loss, cost, or expense (including attorneys’ fees), due to any claim by you or any other parties relating to our exploitation of the Rights. 13.No Downloading or Copying. You agree not to download or copy any Shorts, and you will indemnify the Company for any loss, cost, or expense (including attorneys’ fees) if you breach this provision. 14.Notices. All notices shall be in writing and shall be delivered by e-mail to each party’s last known email address. 15.Entire Agreement. These Terms and Conditions and the other items referred to herein represent the complete agreement of the parties relating to the subject matter hereof. 16.Amendment. The Company reserves the right to amend these Terms and Conditions at any time by posting notice thereof on its website. 17.Governing Law. These Terms and Conditions are governed by the laws of California (i.e., without regard to its conflict of law principles). The exclusive location for any litigation relating to these Terms and Conditions shall be in Los Angeles, California. 18.Taxes. By law, the Company is required to withhold 30% of all prize and award money and remit it to the U.S. IRS unless the Member is a U.S. citizen or resident and submits to the Company a signed Form W-9 with the Member's social security number. All prize and award money is fully taxable to U.S. citizens or residents, and any withheld taxes (if no Form W-9 is submitted) will be available as a credit against such tax liability. Foreign persons should check their local tax advisors as to whether the withheld taxes are available as a credit against local taxes. 19.Disclaimer. It is possible that Shorts posted to our website may be downloaded or copied by third parties without our permission, and you waive any claim against us for such actions. 20.Further Actions. You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of these Terms and Conditions. 21.Execution. By clicking the appropriate “I Accept” button below, you are “signing” these Terms and Conditions for all purposes under applicable law, including the United States Copyright Act and the Electronic Signatures and Global and National Commerce Acts.

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