FILMMAKERS CONDITIONS

Summary of Filmmakers Conditions. As a Filmmaker on IndieMaverick you must commit to keeping each of your film projects on the IndieMaverick site for at least 12 months.

1. Your Film budget, which must be decided when you register your Film Project, can be up to USD 1.5 million.

2. You must pay USD 25.00 to register each Film Project. The first 100 Filmmakers to register Films on the site will have their registration fee waived.

3. As an IndieMaverick Filmmaker you’ll enjoy total artistic freedom - it’s your film. The Filmmaker’s producing commitment is to produce a film of any genre and of at least 60 minutes duration.

4. Once a Filmmaker has officially reached their Target he/she is obliged to fulfill the producing commitment with IndieMaverick. An IndieMaverick.net rep will contact the filmmakers (for films with budget under USD50,000) or meet with them (for budgets over USD50,000) to ensure the Filmmaker is not fraudulent and to assess if they can make the film for the budget they have requested.

5. Once IndieMaverick is satisfied that the Filmmaker is not fraudulent and has the necessary skills to produce the Film, one third of the total budget will be released to the Filmmaker to commence pre-production. Once the production spend reaches the one-third budget allocated, IndieMaverick will assess the level of activity completed by the Filmmaker and make a decision on releasing the second one-third of the budget for production. Once the production spend reaches two thirds budget allocated, IndieMaverick will assess the level of activity completed by the Filmmaker and make a decision on releasing the final one-third of the budget for production.

6. Filmmakers must keep an on-line diary to keep investors up to date on how the film is progressing.

7. Filmmakers must include an IndieMaverick title card on the film.

8. Once your film has been completed, you will grant IndieMaverick a non-exclusive license to make the film available for download from the www.IndieMaverick.net website.

9. IndieMaverick will take 30% of download profits and Filmmakers and Investors will receive the other 70% of the download profits.

10. Your budget must include the production and distribution costs for one DVD copy of the film for every Investor. Potentially your budget divided by 25. Investors will pay for postage.

11. You must deliver these DVD’s to Indie Maverick who will then forward them to investors.

12. The net revenues from general distribution of the film will be split between the Filmmaker and his/her/their Investors in the ratio: 30% to the Filmmaker and 70% to the Investors.

13. Every Filmmaker on IndieMaverick.net is responsible for his/her own Profile Page. IndieMaverick has the right to shut down any Profile Page at any time, without further explanation.

14. As a Filmmaker wanting to participate in the program, you must agree with the Production Agreement and the Distribution Agreement now, but they will only be in effect once you have reached your Target.

15. Every investor who invests over 1% of the films budget will receive a credit at the end of the film under the heading, “Special thanks to”

16. These points are just a summary. As a Filmmaker on IndieMaverick you must read, understand and comply with the full version of the agreement.

FULL VERSION

Terms and conditions for participation of the Filmmaker, in the IndieMaverick program

IndieMaverick operates the website www.IndieMaverick.net. This portal allows Filmmakers to publish a pitch for their film(s) and offers Investors the opportunity to discover these Filmmakers and their film projects.

When a Filmmaker’s Target has been reached, meaning the total amount of Investor funds received is equal to the Target set by the Filmmaker and pending an assessment of the Filmmaker’s capacity to produce the Film, IndieMaverick will then release this budget in three phases allowing the Filmmaker to produce their film.

After the film has been completed the Filmmaker will be entitled to 30% of all net general distribution revenues. The Investors will be entitled to share the remaining 70% of all net revenues. The share of these revenues for the Investors will be split pro rata according to the number of Points in the Film that each Investor has purchased.

After the film has been completed IndieMaverick will be entitled to 30% of download profits generated from IndieMaverick.net and the Filmmakers and Investors will be entitled to the other 70% of the download profits.

The IndieMaverick program is a worldwide online program for use by Filmmakers and Investors of any nationality. It is IndieMaverick’s obligation to include the following agreement which you must read and accept before continuing.

1. Definitions

Agreement & Registration: the moment at which the Filmmaker has indicated his/her acceptance to the Agreements and he/she has formally registered for the IndieMaverick program by submitting the Registration Form and paying the Film Registration Fee.

The Agreements: the Conditions of use, the Privacy Policy, these Terms & Conditions, the Production Agreement and the Distribution Agreement.

Privacy Policy: the privacy policy that is applicable to the Conditions, as referred to in Section 12.1.

Filmmaker: the artist or group of artists which own the film pitch for which the film finance is being raised.

IndieMaverick: the company under St Kitts and Nevis law IndieMaverick AG.

Visitor: every visitor of the IndieMaverick website with the internet address www.IndieMaverick.net or thereto related webpages, including the Filmmaker’s webpage and the Download Portal.

Investor: a registered user who wants to buy Points of USD 1.00 in one or more Filmmaker projects and has indicated his/her acceptance to the Investor Conditions.

Point: a declaration of faith in a Filmmaker’s success, and the transfer of the amount of USD 1.00 to obtain the limited edition DVD of the Filmmaker who has reached the Target and a share of any profit derived from the Film.

Target: the total amount of money in US dollars which the Filmmaker is seeking in order to produce their film, up to a maximum of USD 1.5 million.

Film: a motion picture work with intended duration to be greater than 60 minutes to be produced by the Filmmaker using money raised pursuant to the Agreements.

Pitch the information and material uploaded to the IndieMaverick website by the Filmmakers for the purposes of providing information to the Investors about the Filmmaker’s Film. The Pitch material could include treatments, scripts, biographies and links to streaming videos.

Reproduction: a copy of one or more Films as impressed on a Master, or parts thereof, for the purposes of Exploitation, in the form of CD-ROM, CD-Video, DVD, VHS, HD-DVD, Blu-Ray, UMD and any other sound and/or image and/or information carrier according to presently known like, but not limited to the Internet and/or other online distribution methods and mobile communication like UMTS, and yet unknown techniques for recording and reproduction thereof.

Exploitation: all communication to the public and reproduction of Films in all manners or forms now known or hereafter invented, including the sale, delivery or otherwise bringing onto the market of Reproductions of the Film in whatsoever form including lease and rental to the public and distribution, electronically or otherwise, by the Internet or other online distribution or by means of mobile communication like UMTS, broadcast or rebroadcast via cable, satellite, telephone, radio and television, presently known or yet unknown, or making the Film public in any other way whatsoever, including the import, offer and stocking of such Reproductions.

Download Portal: an IndieMaverick webpage, listing the Filmmakers and the Films they have produced via IndieMaverick. Visitors can download the Films on this webpage.

Net Revenues: the revenues received by IndieMaverick as a result of Exploitation and third party deals, reduced by all thereto related costs and taxes.

Filmmaker Overview: personal page of the Filmmaker. This page is only accessible by the Filmmaker with a password and login. From this page Filmmakers can change their profile, upload Film pitch, which could include treatments, scripts and links to streaming videos.

Filmmaker Profile: page of the Filmmaker accessible by the users of IndieMaverick.

Filmmaker Balance: overview of the earnings of a Filmmaker on IndieMaverick

Film Registration Fee: the fee payable by the Filmmaker to IndieMaverick in order to list one Film pitch on the IndieMaverick website. The Fee amount is currently USD 25.00. The Film Registration Fee will be waived by IndieMaverick for the first one hundred Filmmakers to apply after the site is officially launched.

2. Subject matter of the agreement

This agreement applies to all activities of the Filmmaker on the IndieMaverick website, especially to the Profile page he/she uses to attract Investors in order to reach the Target. After reaching the Target IndieMaverick and the Filmmaker, have to complete and sign the Production Agreement and Distribution Agreement. Before joining the IndieMaverick program the Filmmaker must read and accept these Agreements.

The parties’ rights and obligations from this agreement are linked to the general terms and conditions of use and the privacy policy.

3. Term

3.1 The Conditions shall remain in full force and effect while the Filmmaker participates in the IndieMaverick program, in accordance with the Conditions and the Agreements. However, termination of the participation of the Filmmaker will leave the licensing or transfer of rights to IndieMaverick unaffected. Besides, conditions which should survive termination of the participation of the Filmmaker on the basis of their nature, shall remain in full force and effect.

3.2 Changes of these terms and conditions of use are specially indicated on the website and notified in writing, by e-mail, to registered users of IndieMaverick. In case the user does not object to such changes within two weeks after receipt of the notification, they are deemed to have been accepted. In case of a change of the general terms and conditions, the user is separately notified on the right of objection and the legal consequences of non-objection.

3.3 Any general terms and conditions of the Filmmaker or any other general and/or special terms and conditions shall not apply or are hereby expressly rejected.

3.4 If the Filmmaker consists of more than one individual, the applicant confirms, that she / he will fill in the registration form in the name and in full authority of and for all the individual members. The individual members shall then furthermore include one contact person of these individuals on the Registration Form, followed by the names of the individual members.

4. Personal details, Filmmaker

4.1 The Filmmaker must reach the age of 18 to participate in the IndieMaverick program. IndieMaverick is at its sole discretion entitled to request for further information or documents related thereto. The Filmmaker shall provide IndieMaverick with this information after receiving such a request.

4.2 The Filmmaker warrants that the participation of the Filmmaker in the IndieMaverick program does not violate any applicable law or regulation and indemnifies and holds IndieMaverick harmless for any claims or damages resulting thereof.

4.3 The Filmmaker shall fill in and submit the Registration Form truthfully and accurately at all times. IndieMaverick is at its sole discretion entitled, but not obliged, to verify the information filled in at the Registration Form.

4.4 IndieMaverick is not responsible or liable for any incorrect, inaccurate or unlawful information and/or actions and consequences following thereof in relation to the Filmmaker’s age and other personal details and information provided by the Filmmaker at the Registration Form.

5. Filmmaker’s rights before the Target

After Agreement and Registration and before achieving the Target the Filmmaker will have the following rights:

5.1 The Filmmaker will create his/her own profile page, which will be based on the format of IndieMaverick’s standard profile page for Filmmakers. On this profile page the Filmmaker will include his/her biography, including photographs, text, logos, links to video streaming sites which include material produced by the Filmmaker and other information and details with the purpose to promote the Filmmaker. The Filmmaker is not entitled to include (paid) commercial Banners or advertisements of third parties on his/her profile page. Creation of the profile page shall take place in accordance with the Profile page Policy as defined in Section 8.

5.2 The Filmmaker is not entitled to withdraw from the IndieMaverick program for the first twelve months after Registration. After the first twelve months, The Filmmaker is entitled to withdraw from the IndieMaverick program at any time. If the Filmmaker wants to withdraw, the Filmmaker will inform IndieMaverick immediately in writing by sending an e-mail to info@IndieMaverick.net.

5.3 The Filmmaker will have total career freedom and is entitled to enter into agreements with film distribution companies, managers or agents in accordance with the agreements.

6. Filmmaker’s rights after reaching the Target

6.1 After reaching the Target, IndieMaverick will make an assessment of the Filmmaker’s capability and intent to produce the Film. This assessment will be made in person for Films with budgets over USD 50,000 or via phone for Films with budgets up to USD 50,000.

6.2 Once IndieMaverick is satisfied that the Filmmaker has the capacity and genuine intent to produce the Film, one third of the total budget will be released to the Filmmaker to commence pre-production.

6.3 Throughout the production process, the Filmmaker is required to maintain an up-to-date diary on the IndeiMaverick.net website of how the production is progressing.

6.4 Once the Filmmaker has spent the first one-third budget allocated, IndieMaverick will asses the level of activity completed by the Filmmaker and make a decision on releasing the second one-third of the budget for production.

6.5 Once the Filmmaker has spent the second one-third budget allocated, IndieMaverick will asses the level of activity completed by the Filmmaker and make a decision on releasing the final one-third of the budget for production.

6.6 With a view to protecting investors at all times, if at any stage before or during the production process Indie Maverick decides to terminate a film or not to release the entire or remaining budget monies to the filmmaker due to his/her being found to be fraudulent or lacking the capacity and genuine intent to complete the film, Indie Maverick will contact all investors and make their monies available for withdrawal from their Indie Maverick Investor Accounts. The amount returned to Investors would be their initial investment minus any percentage of the investment that may have already been spent by a fraudulent filmmaker.

6.7 The Filmmaker will have total career freedom and is entitled to enter into agreements with film distribution companies, managers or agents in accordance with the agreements.

6.8 After the film has been completed the Filmmaker will be entitled to 30% of all net general distribution revenues and the Investors will be entitled to share the remaining 70% of all net revenues, in perpetuity. The share of these revenues for the Investors will be split pro rata according to the number of Points in the Film that each Investor has purchased,

6.9 After the film has been completed IndieMaverick will be entitled to 30% of download profits generated from IndieMaverick.net and the Filmmakers and Investors will be entitled to the other 70% of the download profits, in perpetuity.

6.10 Remunerations due to the Filmmaker on the basis of this Section are credited to Filmmaker Balance on IndieMaverick at the end of each calendar quarter. An overview of all revenues is available on the Filmmaker Overview page.

6.11 At all times, under the condition that the Filmmaker Balance has a value of more than $1, a Filmmaker can withdraw money from his/her Filmmaker balance and transfer it to his/her own bank account or credit card. A Filmmaker can withdraw money by clicking on the 'Pay Out' button on his Filmmaker Overview Page. The costs for a withdrawal are $1 for each withdrawal. The money will be transferred within four weeks after the request.

6.12 The parties agree all payments will be made in USD.

7. Filmmakers’ Duties after reaching the Target

7.1 The Filmmaker must include an IndieMaverick title card at the front of the Film which shall read “Financed through Indiemaverick.net”.

7.2 The Filmmaker must produce one Limited Edition DVD copy of the Film for each of the Investors.

7.3 Taxes, Interest and/or IRS Penalties. It is hereby acknowledged by the Filmmaker that the Filmmaker shall be fully responsible for any and all taxes, interest and penalties arising from receipt by the Filmmaker of any remuneration from IndieMaverick. In addition to the general indemnification granted elsewhere by the Filmmaker to IndieMaverick, the Filmmaker hereby agrees to indemnify and hold IndieMaverick, its officers, directors, shareholders, predecessors, successors-in-interest, employees, agents, subsidiaries and affiliates, harmless from any demands, any withholding tax on capital, loss, liability claims or expenses (including attorneys' fees), made against IndieMaverick by any third party due to, or arising out of or in connection with, Filmmaker's uses of the Site.

7.4 The Filmmaker may be required to pay bank or financial institution charges for any financial transaction between the Filmmaker and IndieMaverick. These costs will be dependent on the payment mechanism employed by IndieMaverick.

7.5 After achieving the Target, the Filmmaker is not entitled to withdraw from the IndieMaverick program and the obligations, including producing obligations, under Section 7.6, unless as a result of force majeure. IndieMaverick is solely entitled to decide whether the Filmmaker may withdraw from his/her obligations, or whether the producing activity can and will be postponed, without liability for IndieMaverick.

7.6 After achieving the Target, the Filmmaker shall cooperate with and sign all documents necessary – particularly the Production Agreement and the Distribution Agreement to realize or formalize the Agreements and the Assignment the exploitation, reproduction and publishing rights thereof.

7.7 The Filmmaker shall refrain from producing Films containing excessively racist, violent, harassing, insulting, incorrect, discriminatory, hurtful or otherwise wrongful or unlawful content. If the Filmmaker violates his/her obligations under this Section, IndieMaverick is entitled to refuse to release the production funding and return the production funding to the Investors and terminate the participation of the Filmmaker in the IndieMaverick program, without liability of IndieMaverick.

7.8 The Filmmaker must include in the film an end credit for every investor who invests over 1% of the films budget, which will read, “Special thanks to”.

8. Profile page Policy

8.1 To be able to include the Biography and Pitch as described in Section 5.1 on his/her profile page on the webpage www.IndieMaverick.net, IndieMaverick will provide the Filmmaker with a password. This password will be strictly personal and confidential. The Filmmaker is solely responsible to maintain the confidentiality of the password. The Filmmaker shall not disclose the password to third parties, nor will he/she provide third parties access to the webpage with the purpose to include or change information on the webpage.

8.2 The Filmmaker is solely responsible for the contents of his/her profile page. The Filmmaker shall refrain from any photographs or text containing excessive nudity, pornographic, racist, violent, harassing or otherwise wrongful or unlawful content. The Filmmaker shall also refrain from any insulting, incorrect, discriminatory, hurtful or otherwise wrongful or unlawful remarks. IndieMaverick is entitled to remove specific photographs or texts contrary to this Section at all times, without liability.

8.4 The Filmmaker shall inform IndieMaverick immediately if he/she suspects any unauthorized use or access of the password.

8.5 The Filmmaker is not entitled to include (paid) commercial Banners or advertisements of third parties on his/her webpage, neither before or after the Target is achieved.

9. Protection of intellectual property

9.1 The Filmmaker agrees not to infringe the intellectual and industrial property in relation to brands, tradenames, trademarks, copyrights of IndieMaverick, and notably the program and the website, and not to distribute, modify, reproduce or use in another way the brands, designs and copyrights. All the brands and trademarks that are possibly protected by third parties and are mentioned on the Internet offer are unrestrictedly subject to the provisions of the labeling and property laws in force.

9.2 All rights related to the Film, including intellectual and industrial property rights like copy- and neighbouring rights, will belong to the Filmmaker.

9.3 Notwithstanding the rights of the Filmmaker under Section 9.2, IndieMaverick is entitled to have the Film included on the Filmmaker’s profile page in such a way that Visitors are able to take notice of the Film through streaming. As far as needed, the Filmmaker herewith explicitly grants IndieMaverick unrestricted permission to include the Film on the Filmmaker’s profile page for the intended purposes.

9.5 Online publishing rights related to the Film shall be vested in IndieMaverick, in accordance with the terms and conditions of the Distribution Agreement. This shall be on a non-exclusive basis.

9.6 The Filmmaker herewith grants IndieMaverick free and unrestricted permission to use his/her name, Filmmaker name, portrait, biography and all other relevant personal details, in relation to the IndieMaverick program and the promotion of the IndieMaverick program. This permission will end if and as soon as the Filmmaker withdraws from the IndieMaverick program, subject to the withdrawal conditions. If the Target is achieved and the Film is produced, IndieMaverick will have unrestricted entitlement to use the name, Filmmaker name, portrait, biography and all other relevant personal details of the Filmmaker for free, for the non-exclusive exploitation of the Film, in the widest sense, worldwide and for an indefinite period.

10. Guarantees, warranties and indemnifications

10.1 The Filmmaker shall act in such a way that he/she will not violate the Agreements in any way.

10.2 The Filmmaker guarantees that he/she is fully entitled to produce the Film indemnifies and holds IndieMaverick harmless for all claims related thereto.

10.3 The Filmmaker guarantees that he/she is fully entitled to enter into the Agreements and indemnifies and holds IndieMaverick harmless against all third party claims related thereto.

10.4 The Filmmaker shall not violate Section 7.4 and 8.2 and indemnifies and holds IndieMaverick harmless against all third party claims related thereto.

10.5 Each party indemnifies the other party against all claims of third parties as a result of gross negligence or intent by the indemnifying party with respect to the performance of any activities under the Conditions and/or the Agreements.

10.6 IndieMaverick is not responsible or liable for non-accessibility of the IndieMaverick website (www.IndieMaverick.net) or thereto related webpages, such as the Filmmaker’s webpage, for whatever reason.

11. Liability

11.1 Parties are liable towards each other for damages which are the result of imputable failures to comply with the Conditions, notwithstanding their other rights, and subject to the terms of the Conditions.

11.2 Parties’ liability on account of imputable failure to comply with the Conditions shall only arise if the claiming party immediately and validly notifies the other party in writing of his/her defaults and sets that party a reasonable period of time to remedy the failure and that party, after this period, still imputably fails to comply with his/her obligations.

12. Privacy Policy

12.1 The Privacy Policy of IndieMaverick will be applicable. This Privacy Policy is incorporated into the Conditions by this reference thereto.

13. Termination

13.1 After the 12 month fixed term and before the Target is achieved the Filmmaker is entitled to withdraw from the IndieMaverick program and therefore terminate the Conditions and/or the Agreements at any moment for whatever reason, subject to Section 5.2.

13.2 IndieMaverick may terminate the participation of the Filmmaker in the IndieMaverick program with immediate effect without notice of default or judicial intervention being required and without any further legal liability towards the Filmmaker in the following situations, and not limited thereto: if the Filmmaker or his/her statutory representative(s) has not filled in the Registration Form truthfully; if the Filmmaker’s profile page contains any photographs or texts contrary to Section 8.3. Before termination IndieMaverick will at its sole discretion decide whether specific photographs or text can be removed to avoid termination, without liability of IndieMaverick; if the Filmmaker has been given notice of default and remains in default after having been provided with a reasonable term to fulfill his/her obligations; for urgent cause, in accordance with the relevant statutory provisions.

13.3 Termination of the participation of the Filmmaker in the IndieMaverick program will leave the licensing or transfer of rights to IndieMaverick unaffected.

14. Force Majeure

14.1 Neither of the parties shall be liable for any delay or non-compliance with his/her obligations under the Conditions if he/she is unable to comply as a result of force majeure.

14.2 Parties will inform each other immediately in writing in case of force majeure which effects the IndieMaverick program or the Filmmaker’s participation therein. If the situation of force majeure has lasted for more than 30 (thirty) days, parties shall consult whether the force majeure is expected to be terminated within a reasonable period. If there is no such expectation, parties are entitled to terminate the Conditions and/or the Agreements in accordance with the applicable legislation and regulations, without liability.

15. Applicable law and jurisdiction

15.1 When the Filmmaker is an entrepreneur, the provisions of these general terms and conditions are subject to material St Kitts and Nevis law excluding UN purchasing law. When the Filmmaker is a consumer, agreements including these general terms and conditions are subject to St Kitts and Nevis law as far as this does not conflict with binding legal provisions, and notably provisions of the law on consumers’ protection.

15.2 When the Filmmaker is a merchant in the sense of the Commercial Code, a legal person of public right, or a Federal Special Fund, IndieMaverick’s head office shall be the exclusive place of jurisdiction for all claims arising from the use of the website. The same applies to persons who do not have a general place of jurisdiction in St Kitts and Nevis or persons who, after conclusion of the agreement, have moved their habitual residence or abode to outside of St Kitts and Nevis or whose habitual residence or abode is not known when legal proceedings are instituted.

16. Additional terms

16.1 Should individual provisions of these conditions of use be or become void or ineffective and/or conflict with legal provisions, then this will not affect the validity of any other conditions of use. The ineffective provisions shall be replaced by the parties to this agreement by provisions that best meet the economic purpose of the ineffective provisions in a legally effective way. This shall correspondingly apply to any missing provisions.