PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ENTERINGA COMPETITION AND SUBMITTING YOUR SHORT FILM FOR CONSIDERATION,YOU ARE GRANTING CERTAIN RIGHTS IN YOUR SHORT FILM TO FILMAKA LLC AS SPECIFICALLY SET FORTHIN THESE TERMS AND CONDITIONS.
Last Modified June 20, 2017
- 1. Definitions
- 2. Submission Requirements
- 3. Periodic Competitions and Prizes
- 4. Free Form Competitions and Prizes
- 5. Final Competitions and Prizes
- 6. Voting Rules
- 7. Grant of Rights
- 8. Royalty
- 9. Invalid Submissions
- 10. Competition Restrictions
- 11. Your Representations and Warranties
- 12. Indemnity
- 13. No Downloading or Copying
- 14. Notices
- 15. Entire Agreement
- 16. Amendment
- 17. Governing Law
- 18. Taxes
- 19. Disclaimer
- 20. Further Actions
- 20. Disqualification
- 21. Execution
Capitalized words used here in have the following meanings:
"Acceptance" means Filmaka's acceptance of a Short meeting the requirements of Paragraph 2.
"App" means Filmaka's online entertainment application for devices.
"Competitions" means Periodic Competitions, Free Form Competitions Final Competitions, collectively.
"Competition Terms and Conditions" means these Terms and Conditions.
"Delivery Rules" means the Delivery Rules for Shorts that are submitted for the
Periodic Competitions or for the Final Competition, which Delivery Rulesare availableon the Site.
"Film" means one or more films up to twenty (20) minutes in length and not more than 1GB, and not previously submitted for a Free Form Competition.
"Film", "Short" and "Shorts" shall be collectively used here in as "Short".
"Filmaka "means Filmaka LLC.
"Final Competitions" means the Final Competitions run by Filmaka pursuant to Paragraph 5.
"Free Form Competitions" mean the Free Form Competitions run by Filmaka pursuant to Paragraph 4.
"Jury" means a panel of jurors appointed by Filmaka for each Competition from a
pool of industry professionals selected by Filmaka from time to time.
"License Period" means a period of time commencing from the date of your submission to Filmaka of your Short and ending on the date which is one (1) yearafter the final date for submission of Shorts for the Competition for which your Short was submitted (the "License Period").
"Member" means an individual who has validly joined the membership of Filmaka as determined by Filmaka in its sole discretion.
"Periodic Competitions" means the Periodic Competitions run by Filmaka pursuant to Paragraph 3.
"Registered User" means a user who has a registered account for the Site.
"Rights" has the meaning set forth in Paragraph 7.
"Short" or "Shorts" means one or more short films (between three (3) minutes and five (5) minutes in length) for which Filmaka runs Periodic and Final Competitions.
"Short", "Shorts" and "Film" shall be collectively used herein as "Short".
"Site" means Filmaka's online entertainment service website.
2. Submission Requirements
In order to validly submit a Short for any Competition, the Short must meet all of the following conditions for Acceptance, as determined by Filmaka in its sole and absolute discretion:
You must be a Member.
The Short must be based on the theme or topic designated by Filmakafor that Competition.
The Short must not contain any content that would be rated more restrictively than "R".
You must submit your correct name and email address.
You must accept these Terms and Conditions.
You must enter a valid electronic signature.
You must meet the Delivery Rules which are deemed to be a part of these Terms and Conditions and are incorporated herein by reference.
You must be of legal age in the jurisdiction in which you live.
You must provide appropriate banking documentation, as determined byFilmaka.
3. Periodic Competitions and Prizes
Filmaka will periodically provide a competition theme or topic, for example, "Stuck in Traffic".
The Member creates a Short about that topic and uploads it within the time frame specified by Filmaka.
Thirteen (13) Shorts will be selected per Periodic Competition cycle as follows: Six (6) Shorts by Members who submitted Shorts and voted for Shorts in the applicable Periodic Competition, Two (2) Shorts by Members who did not submit Shorts but voted for Shorts in the applicable Periodic Competition, Two (2) Shorts by Registered Users who voted for Shorts in the applicable Period Competition, and Six (6) Shorts by executives of Filmaka.
All Thirteen (13) selected Shorts will be sent to the Jury who will select the three (3) top winners of the applicable Periodic Competition.
The First place prize is Two Thousand Five Hundred Dollars ($2,500).
The Second place prize is One Thousand Five Hundred Dollars ($1,500).
The Third place prize is Seven Hundred Fifty Dollars ($750).
All three (3) prize winners of each Periodic Competition (thirty three  prize winners total) shall have the right to enter a new Short into a Final Competition pursuant to Paragraph 5 below, along with no more than four (4) winners from the Free Form Competition and no more than four (4) other entries selected by executives of Filmaka.
4. Free Form Competitions and Prizes
Every six (6) months or at the end of one hundred (100) Short submissions by Members, whichever is sooner, Filmaka will invite Members to submit a Film of any genre other than documentary. Executives of Filmaka will select two (2) winners. The prize is the right to enter a new Short into a Final Competition pursuant to Paragraph 5 below.
5. Final Competitions and Prizes
At the end of twelve (12) Periodic Competitions,three (3) prize winners of each Periodic Competition (thirty-three  prize winners total) shall have the right to enter a new Short into a Final Competition, along with no more than four (4) winners from the Free Form Competitions, and no more than four (4) other entries selected by executives of Filmaka.
For each Final Competition, Filmaka provides a competition topic or theme, for example, "The Affair.
The prize winners of the Periodic Competitions, the winners of the Free Form Competitions, and the members whose entries were selected by executives of Filmaka, will each create a Short about that topic and upload it within the time frame specified by Filmaka.
One (1) prize winner of the applicable Final Competition will be chosen byall Members who submitted a Short in the Periodic Competitions occurring during the previous twelve (12) competitions (excluding any Members who submitted a Short for the applicable Final Competition) the Jury, and Filmaka executives, to make a feature film produced by Filmaka in conjunction with Riverstone Pictures Ltd.
6. Voting Rules
Voting Rules for Periodic Competitions For Members and Registered Users Voting begins two (2) days after the Periodic Competition closes and stays open for seven (7) days.
Votes can be changed before the seven (7) day period expires; after this period all votes are final.
For each Short which a Member submits in a Competition, a Member is permitted tocast five (5) votes in a five (5) star ranking system in such Competition either on the Site or through the App, with five (5) stars awarded to the Member's first choice and one (1) star awarded to the Member's fifthchoice.
A Member may not vote for Shorts the Member has submitted.
IN ADDITION, IFTHE MEMBER DOES NOT VOTE FOR FIVE (5) SHORTS DURING THE SEVEN (7) DAY PERIOD, THE MEMBER'S SUBMITTED SHORT WILL BE DISQUALIFIED.
A Member who does not submit a Short in a Competition is permitted to cast three (3)votes in a five (5) star ranking system in such Competition either on the Site or through the App, with five (5) stars awarded to the Member's first choice and one (1) star awarded to the Member's third choice.
A Registered User is permitted to cast one (1) vote through the App only.
7. Grant of Rights
By uploading a Short for any Competition, for good and valuable consideration (which of which you hereby acknowledge) you hereby grant to Filmaka the following rights (the "Rights"):
An exclusive license for the License Period of all rights in the Short and all underlying material thereto, including, without limitation, the exclusive, 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") including the right to permit such Short to be posted and viewed by third parties on the Site or elsewhere.
A twelve-month option (the "Option") commencing from the date which is the final date for submission of Shorts for the Competition for which your Short was submitted (the "Option Period") to acquire the Exclusive Rights, including without limitation all rights protected under Section 106 of the Copyright Act, to such Short in consideration for the compensation, if any, payable under Paragraph 7.
THIS OPTION SHALL BE DEEMED TO HAVE BEEN TIMELY EXERCISED BY FILMAKA UNLESS FILMAKA SENDS AN EMAIL NOTICE TO YOU PRIOR TO THE EXPIRATION OF THE OPTION PERIOD NOTIFYING YOU OF FILMAKA'S DECISION NOT TO EXERCISE THE OPTION.
The right in perpetuity to use your name, address, voice, statements, biography, photograph, image and other likenesses without any further consideration, in any medium, including, without limitation, in still photos, film, video, television, radio and the internet, and in any publicity carried out by Filmaka or any of its related entities, insurers, promotions companies and service providers, unless prohibited by law.
During the License Period and in perpetuity if the Option is exercised, the right to change, add to, take from, translate, reformat or reprocess the Short in any manner Filmaka may in its sole discretion determine.
To the fullest extent allowable under any applicable law, you hereby irrevocably waive or assign to Filmaka your so-called "moral rights" or "droit moral.
" If under any applicable law the above waiver or assignment of "moral rights" or "droit moral" is not effective, you agree to exercise such rights reasonably and in a way that will not have a material adverse affect upon any other individual or upon Filmaka's exploitation of the Short.
Filmaka shall automatically own the Exclusive rights to any Short submitted by a Member who wins a Competition, regardless of whether the Member places first, second or third.
In the event that Filmaka receives any revenue in connection with your submitted Short pursuant to Paragraph 2 and your grant of Rights pursuant to Paragraph 7, Filmaka shall pay you a royalty equalto fifty percent (50%) of "Gross Receipts" (defined below) from such Rights minusthe sum of:
All expenses paid by Filmaka relating to the acquisition,development, production, or distribution of such Rights.
Interest at six percent (6%)on the amount of such expenses from the date incurred to the date of recoupment, and (c) a distribution fee to Filmaka equal to thirty five percent (35%) of Gross Receipts.
"Gross Receipts" means all nonrefundable cash revenues actually received by Filmaka(if any) attributable to the Rights, except that:
Only twenty two percent (22%) of all video/DVD/VOD or similar revenue received by Filmaka shall be included in Gross Receipts, and the manufacturing and shipping costs relating to such revenue shall not be deducted.
All membership fees shall be excluded.
The revenue Filmaka receives from advertising shall not be included in Gross Receipts unless such advertising revenue is specifically related to and generated by our exploitation of the Rights.
In the event that multiple Shorts are distributed as part of a compilation (e.g. Filmaka puts ten (10) Shorts on a DVD and sells it to the public), the twenty two percent (22%) royalty included in Gross Receipts shall be pro-rated among those submitting such Shorts.
All payments shall be made sixty (60) days after the end of each calendar quarter(accompanied by an accounting statement setting forth the calculation thereof), unless the total revenues due to a Member are less than Five Hundred Dollars ($500), in which case payments shall be made on an annual basis.
In the event that a Member enters into an agreement with a party other than Filmaka pursuant to which the Member engaged to perform services on a series or other production based upon the Rights, you and Filmaka agree that the terms of Paragraph 8.a. shall not apply to such exploitation of the Rights, but that the terms of Paragraph 8.a. shallcontinue to apply with respect to any other exploitation of the Rights.
9. Invalid Submissions
If a submission of a Short is invalid for anyreason, Filmaka will have the right, in its sole discretion, to implement one or moreof any of the following sanctions: for feiture of the submission fee or prize money for that submission; rejection or rescission of Acceptance and of the Short's status as a prize winner of any Competition (inwhich case the remaining Shorts shall move up one place); or refusal to accept future submissions.
10. Competition Restrictions
Filmaka reserves the right to cancel a Competition in the event that Filmaka determines, in its sole discretion, that there are an insufficient number of entries submitted for a Competition.
Filmaka reserves the right to restrict the right to vote in a Competition to those entering the Competition.
With respect to a winning Short, no prize or award money will be awarded without submission of a technically acceptable master, delivery materials, and appropriate tax and banking documentationas determined by Filmaka in its sole discretion.
11. Your Representations and Warranties
You represent and warrant that you have thefull right and authority to grant the Rights and that the exploitation of the Rights will notviolate any rights of any persons.
You hereby indemnify and holdus harmless if weincurs any loss, cost, orexpense (including attorneys' fees), due to any claim by you or any other parties relatingto any exploitation of the Rights.
13. No Downloading or Copying
You agree not to download or copy any Shorts, andyou will indemnify Filmaka for any loss,cost, or expense (including attorneys' fees) if you breach this provision.
All notices shall be in writing and shall be delivered by e-mail to eachparty'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 here of.
Filmaka reserves the right to amend these Terms and Conditions at any time by posting notice thereof on the Site.
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 anylitigation relating to these Terms and Conditions shall be the courts located in LosAngeles, California and you expressly consent to the jurisdiction of such courts.
By law, Filmaka is required to withhold (i) thirty percent (30%) of all prizeand award money and remit it to the U.S. IRS unless the Member is a U.S. citizen orresident and submits to Filmaka a signed Form W-9 with the Member's social security number and (ii) seven percent (7%) of all prize and award money and remit it to the California Franchise Tax Board. All Members should check with their local tax advisors as to whether any withheld taxes are available as a credit against local taxes. If the Member does not submit to Filmaka a signed Form W-9, it must submit to Filmaka, prior to payment of the prize and award money, the appropriate W-8 to confirm the Member's foreign tax status.
It is possible that Shorts posted to the Site may bedownloaded or copied by third parties without our permission, and you waive any claimagainst Filmaka for such actions.
Filmaka is not responsible for telecommunications, network, electronic, technical or computer failures of any kind orfor lost, stolen, misdirected, mutilated, damaged, garbled, delayed, misdirected,incorrectly addressed, undeliverable, destroyed, late, incomplete or illegible submissions, including: any hardware or software failures of any kind; lost or unavailable network connections; failed, incomplete or garbled computer, telephone or satellite transmissions; incorrect, inaccurate transcription or loss of submission information; typographical or system errors; any viruses transmitted to computers of Members via the internet; problems or technical malfunctions of any telephone network or lines, computer online systems, servers, providers or computer equipment; or technical problems or traffic congestion on the internet or any combination there of; or for any technical or human errors associated with the Competition.
Entries that are generated by a script, macro or other automated means and/or otherwise not in compliance with these rules will be disqualified. Filmaka shall have the sole and absolute discretion to determine if a submission is in compliance with these Terms and Conditions.
Filmaka is not responsible for typographical or other errors in the offering or administration of this Competition, including but not limited to errors in advertising, the Terms and Conditions, the Delivery Rules, the selection and announcement of winners or the distribution of any prize.
Filmaka shall not be responsible for any injury or damage to a Member's or any other person's computer related to or resulting from participating in the Competition, or downloading any material for the Competition which may limit a Member's ability to participate.
Filmaka may disqualify anyone from participating in the Competition or winning a prize, if in its sole discretion, it determines that such person is attempting to undermine the legitimate operation of the Competition by cheating, hacking, deception or other unfair practices or intending to annoy, abuse, threaten or harass any other Members or Filmaka's representatives.
Filmaka reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Competition at any time should virus, bugs, unauthorized human intervention, or other causes beyond the control of Filmaka corrupt or adversely affect the administration, security, fairness, integrity or proper operation of the Competition.
ANY ATTEMPT BY A MEMBER TO DELIBERATELY DAMAGE THE SITE FILMAKAOR UNDERMINE THE LEGITIMATE OPERATION OF THE COMPETITION MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, FILMAKA RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH MEMBER TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
Filmakashall have the sole right to disqualify anyone for violation of these Terms and Conditions or any applicable laws relating to the Competition, or tampering with any element of this Competition, and to resolve all disputes in its sole discretion.
The Terms and Conditions, as set forth herein, are not subject to amendment or counter-offer, except as set forth herein.
In no event shall Filmaka, its parents, partners, and affiliated companies, their respective agents, employees, directors, officers and legal advisors and any other companies or entities participating in the design, administration or fulfillment of this Competition, be liable for personal injuries, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Competition or acceptance of or use or inability to use a prize or parts thereof, including, without limitation, claims, suits, injuries, losses and damages related to personal injuries, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light (whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty, or other theory.
20. Further Actions
Member agrees to execute any and all documents and take any other actions reasonably required to effectuate the purposes of these Terms and Conditions.You appoint us attorney-in-fact for such purposes (it being acknowledged that such appointment is irrevocable and coupled with an interest) with full power of substitution and delegation if you fail to do so within five (5) business days of our written request.
ALL COMPETITIONSARE VOID WHERE PROHIBITED BY LAW.
Persons included in either of the following categories are not eligibleto participate or win a prize:
Persons who are employees or agents of Filmaka or its parent companies, affiliates, subsidiaries, advertising or promotion agencies, and their immediate families (spouse, parents, children and siblings and their respective spouses) and individuals living in the same household of such persons; and
Persons who are engaged in the development of, production of, distribution of materials of, or selection of Members for, and/or the winners for, any Competition.
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 CommerceActs.