INVESTOR TERMS AND CONDITIONS

1. Definitions:

The terms listed below will have the following meaning:

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.

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 Filmmaker or group of Filmmakers 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 $XX 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 USD25.00. The Film Registration Fee will be waived by IndieMaverick for the first one hundred Filmmakers to apply.

Investor Overview Investor’s page accessible by other users. Gives an overview of the Investor’s acquired parts and can be used to make comments and send personal messages.

Investor Profile: Investor’s page accessible by other users. Gives an overview of the Investor’s acquired parts and can be used to make comments and send personal messages.

Investor Balance: Amount of dollars available to the Investor to either buy items on www. IndieMaverick.net (e.g. Points, CDs etc) or to withdraw from www.IndieMaverick.net and transfer back to his/her own bank account or credit card.

Intellectual property: Patents, copyrights, trademarks, industrial designs and trade secrets.

The subject matter of this agreement is the use of the Investor Overview and Profile Page of the website www.IndieMaverick.net by the Investor.

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

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

3.1 The Investor is entitled to use the Investor Overview and Profile Page on the website www.IndieMaverick.net and all the contents of the website in compliance of the terms and conditions of use. IndieMaverick will not charge the Investor for such use.

3.2 The Investor decides whether he/she will purchase one or more Points in one or several Film Pitches which are published on the website. The value of a Point is USD 1.00. The Investor is entitled to purchase any number of Points, up to the required budget of a particular project/pitch and/or a maximum of USD 1.5 million.

3.3. Up until the point at which the Target for a Film has been reached, an Investor can either withdraw his/her Point(s) or transfer it to another Filmmaker.

3.4 After the film has been completed the producers will produce a limited edition DVD of the Film. The Investor will receive a copy of this limited edition DVD or a download of the film. Investors must pay for the postage of the DVD if they wish for it to be mailed to their address.

3.5 After the film has been completed the Filmmaker will be entitled to 30% of all net revenues and 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.

3.6 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.

3.7 The Investor has the right on aforementioned revenues for the life of the Film.

3.8 Remunerations due to the Investor on the basis of this section are credited to Investors Balance on IndieMaverick at the end of each calendar quarter. An overview of all revenues is available on the Investor Overview page.

3.9 At all times, under the condition that the Investor Balance has a value of more than $1.00, An Investor can withdraw money from his/her Investor Balance and transfer it back to his/her own bank account or credit card. An Investor can withdraw money by clicking on the ‘Pay Out’ button on his Investor Overview page. The money will be transferred within four weeks after the request.

3.10 Taxes, Interest and/or IRS Penalties. It is hereby acknowledged by the Investor that the Investor shall be fully responsible for any and all taxes, interest and penalties arising from receipt by Investor of any remuneration from IndieMaverick. In addition to the general indemnification granted elsewhere by Investor to IndieMaverick, Investor 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, Investor’s uses of the Site.

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

3.12 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”.

4.1 The Investor agrees to fill in the registration form completely and truthfully.

4.2 The Investor is only entitled to register when he/she has accepted the terms of use and the privacy policy. The Investor warrants that he/she is authorised to conclude this agreement and indemnifies IndieMaverick against all claims of third parties resulting from the lack of such authorisation.

4.3 The Investor agrees to answer and to document any questions IndieMaverick may have in relation to registration issues.

4.4 The Investor agrees to immediately pay the amount of 1 USD to IndieMaverick when purchasing a Point. Payment can be made by Paypal.

4.5 The Investor herewith agrees to handle the payment transfer via an Internet payment system.

5.1 IndieMaverick agrees to administer separately from IndieMaverick’s assets any payments received from the Investor until the Target has been reached. IndieMaverick shall appoint a trustee for administrating the money until reaching the Target.

5.2 After the Target has been reached for a specific Film Pitch, IndieMaverick alone is authorised to distribute the production funding back to the Filmmaker.

5.3 All rights in the Film, including intellectual and commercial property rights as well as master and copying rights and comparable rights are the Filmmaker’s rights exclusively.

5.4 IndieMaverick shall keep strictly confidential any data concerning the Investor that is marked as confidential. Besides, the supplementary provisions of the privacy policy shall apply.

5.5 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.

6.1 The Investor agrees not to infringe the intellectual property in relation to brands, trade names, trade marks, 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.

6.2 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 labelling and property laws in force.

7.1 The Investor may terminate this agreement and withdraw their monies only before a project’s budget has been raised.

7.2 IndieMaverick may terminate this agreement without notice or warning In case the Investor has not truthfully filled in the registration form, In case the Investor is in default despite of a warning and does not remedy the fault within an appropriate period of time, And for important reasons, especially in case of an infringement of the agreement or the conditions of use.

7.3 Should the agreement be terminated before reaching of the Target, the Investor is entitled to repayment of the amount that the Investor has paid for one or several Filmmakers, less the costs incurred for each individual Point.

7.4 Investors have to keep their account active to receive their income. Payments to the Investor are made according to Clause 3.9.

8.1 Either party warrants to indemnify the other party against third party claims that are brought forward as a result of grossly negligent or intentional misrepresentations by the warranting party in relation to any service promises under this agreement or the conditions of use.

8.2 IndieMaverick is not liable for the non-accessibility of the IndieMaverick website (www.IndieMaverick.net) or associated websites such as the Filmmaker’s website or third party video streaming websites, irrespective of the reasons of such non-accessibility.

8.3 Furthermore the parties agree that, in connection with the production of the DVD, IndieMaverick is not liable for delays or non-compliance with its obligations in case of an Act of God or as a result of an infringement of the law by the Filmmaker or by third parties unless the production was delayed or not realised on the grounds of a grossly negligent or intentional act by IndieMaverick.

9.1 All the declarations transmitted in connection with the use of the website must be made in writing. This may be done by sending an e-mail.

9.2 When the Investor is an entrepreneur, the provisions of this agreement are subject to material St Kitts and Nevis law excluding UN purchasing law. When the Investor is a consumer, agreements including this agreement 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.

9.3 When the Investor 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 this agreement. 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.

10.1 Should individual provisions of this agreement 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.