Killer/Massify Productions LLC Terms of Submission

Killer/Massify Productions LLC ("K/MP") is creating a series of short films by working with users of massify.com (individually, the "Projects", collectively the "Projects"). Each Project has a series of elements including selecting a filmmaker, developing, casting, and producing documenting the creation of the short film (the "Film" or "Video"). The details of this process, which may be modified from time to time, including schedules and submission requirements, are explained on the Project website found at www.massify.com/killerfilms. By submitting any material to any K/MP Project, you agree that you have read, understood, and accepted these terms (the "Terms of Submission").

1. Ownership of Intellectual Property

You hereby grant K/MP an exclusive license in and to each Submission, including, but not limited to, the Pitches, Script Samples, Sample Videos, Auditions, and any other submission materials (collectively, the "Materials") and any and all content contained in the Materials therein, provided that each such exclusive license shall terminate 60 days after the announcement of the Selected Submission (as defined below) for the Project, other than the exclusive license granted in and to each Selected Submission, which exclusive license shall remain in full force and effect in perpetuity. Further, during the 60 day period commencing on the announcement of the Selected Submission, K/MP shall have the exclusive right to negotiate with the Users to acquire the production and distribution rights in and to any or all Submissions not selected. For the duration of any license granted hereunder by You to K/MP, you shall refrain from, and shall do nothing to cause, initiate or further, any action that would impair K/MP's rights in and to such license. After the expiration of the aforementioned 60 day window, and provided K/MP has not concluded an agreement with you for the production and distribution rights to Your Submission, K/MP's exclusive license shall expire, and all rights in and to Your Submission shall revert to You in full, without lien or encumbrance, provided that materials that remain on massify.com shall remain subject to the massify.com Terms of Service. Nothwithstanding the generality of the foregoing, You further agree that any and all Submissions to the Program may not be used as a basis for a lawsuit, claim and/or cause of action against K/MP, Massify, or Killer Films.

2. Selection of Submissions

During the Project, K/MP will from time to time select submissions ("Selected Submissions"), which submissions and their Users ("Selected Users") shall be incorporated into the Project subject to the terms and conditions of this Agreement and the terms and conditions of any other agreement entered into by the Selected Users and the Company in connection with the Project. This selection process will reflect the input of community ratings of each submission as well as the judgment of a panel of industry (as applicable to the Project) professionals whose composition will be decided by K/MP. An explanation of the submission process can be found and www.massify.com/killerfilms. Any and all such selections shall be made in the sole discretion of K/MP.

3. Duties

User agrees that should their submission becomes a Selected Submission (such users the "Filmmaker"), and in exchange for the consideration outlined below, that they will work directly with K/MP to develop the script, secure cast and crew for the production using massify.com, direct the production, edit the Film, and otherwise perform services that are reasonably necessary to the successful completion of the Film. The Filmmaker will also be available for interviews and other press availabilities in support of the Project and/or the Film. The Filmmaker will work with K/MP to develop the budget and staff the Project accordingly, and K/MP shall retain right of approval in all matters relating to budget, personnel, and content. Principal photography will commence within 8 weeks of the selection of a Filmmaker, and the Filmmaker must be available in New York, New York during the time of principal photography, as well as preceding and after principal photography as may be reasonably necessary. Principal photography is expected to last between 1 and 3 days, and K/MP will work with the Filmmaker to find dates that are mutually agreeable. Filmmaker shall be responsible for delivering a rough cut of the Film within 4 weeks of the completion of principal photography, and a final cut of the Film within 6 weeks of the completion of principal photography. Notwithstanding anything to the contrary contained herein, Filmmaker agrees that K/MP may, in its sole discretion, require Filmmaker to execute a definitive agreement (the "Definitive Agreement") with K/MP setting forth the terms and conditions of Filmmaker's duties and the compensation due to Filmmaker in connection therewith, provided that the terms and conditions of such Definitive Agreement are reasonably satisfactory to both parties. In the event of a conflict between the terms and conditions of the Definitive Agreement and the terms and conditions hereunder, the terms and conditions of the Definitive Agreement shall govern.

4. Consideration

By submitting, you agree that the following is good and valuable consideration for the exclusive license you are granting and the duties you agree to perform if you are chosen as the Filmmaker.

i) Backend

K/MP will allocate 30% of Net Proceeds (as defined herein) (the "Talent Backend") from each individual Film to certain of the cast and crew of that film as described more fully herein. Net proceeds are defined as revenues from the Film net of 120% of Total Investment, where Total Investment is the sum of the negative cost of production including production budget and production services fees, expenses associated with revenue generation (e.g. ad sales expense), distribution expenses, advertising and promotional expenses, festival entry expenses, and other expenses incurred directly or indirectly in the production, distribution, and promotion of the Film. Backend participants will receive a confidential annual statement of the revenues and expenses associated with each Film for 2 years after it is released, after which time statements will be issued annually in years in which the revenue received since the prior annual statement exceeds $5,000. Participants expressly waive their rights to an audit, except to the extent that total revenues for a Film exceed $50,000, in which case they may audit at their expense, which expense will be recoverable to a maximum of the extent of any under-reporting of revenues that may be found. The Talent Backend shall be allocated among the cast and crew as described in the following table. To the extent that the allocations sum to a number other than 100% (either greater or smaller), the allocation shall be grossed up/down pro rata in proportion to the percentages described below. For example, if there were only the Filmmaker and one lead actor, they would collectively recieve 100% of the Talent Backend, with the filmmaker receiving [30/(30+8)]*100 = 79 percent and the actor receiving [8/(30+8)]*100 = 21 percent.

ii) Credits

The Filmmaker and key actors as determined by the Filmmaker and K/MP shall receive credit in the main titles at the beginning of the Film, unless the main titles shall be at the end of the Film, in which case those credits will be at the end of the Film. All cast and crew will receive credits pursuant to their roles on all positive prints of the Film. Location of these credits shall be at the sole discretion of K/MP.

5. Deviations

By submitting, in the event that such submission is selected as the Selected Submission, Users acknowledge that events during the production of the Project Film may require K/MP to deviate substantially from the Selected Submission and the characters, features, and storyline set forth therein (collectively, a "Deviation"). Users expressly consent to any such Deviation and waive any and all claims against K/MP in connection with or arising out of such Deviation.

6. Eligibility

Any Registered User who is a legal resident of the fifty United States or the District of Columbia and who has reached the age of majority in their state of residence at the time of entry may submit to the project. By submitting to the Project, You agree that you meet these eligibility requirements.

7. Content Restrictions

All Materials must be the original work of the User, must not have been previously published and must not infringe the copyright, trademark, privacy, publicity or other intellectual property rights of any person or entity. Materials may not contain any material or elements not owned by User or which is subject to any third party rights, unless permission has been obtained. User agrees to indemnify K/MP against any and all claims of infringement from any third party for any use by K/MP of any Materials submitted by User. Users shall be responsible for obtaining, and all Selected Users will be required to submit, written releases from any individual appearing in any Materials submitted granting to User the right to use his or her name, likeness and performance under these Terms of Submission. In the event that any person appearing in any Materials is a minor, the release must be obtained from such person's parent or legal guardian. K/MP reserves the right to request proof of such release in a form acceptable to K/MP from any User at any time during or after the Project, and to disqualify any User at any time who is unable to provide such proof. Users may not be, nor may User work with parties in conjunction with their Materials, who are under any contractual relationship, including but not limited to guild and/or union memberships, that may prohibit them from participating fully in this Project, or from allowing K/MP to use royalty-free, the Materials worldwide in all media in perpetuity.

K/MP reserves the right in its sole and unfettered discretion to disqualify any Submission and/or to remove any Materials from the Site that it believes violate or potentially violates any of the foregoing requirements or otherwise fails to comply with any provision of these Terms of Submission or the terms of service for the Site. The decision of K/MP on this and all matters pertaining to the Project shall be final and binding. In the event of a dispute regarding the identity of the person submitting materials, the User will be deemed the person who registers at the Project Site on the basis of the identity of the registered user of the email account supplied at registration. Selected Users will be required to execute and return all required documentation within the time periods specified by K/MP or they may be replaced and not receive any Consideration. K/MP reserve the right to conduct background checks on all potential Selected Users prior to providing Consideration. K/MP also reserves the right, in its sole and absolute discretion, to disqualify any individual who has been charged with or convicted of a felony or misdemeanor, is delinquent on child support, spousal support, tax payments or any other government ordered payment, has or is suspected of failing to comply with any provision of the Terms of Submission or Terms of Use governing the Project Site, including, but not limited to, having made any false statements in connection with his/her participation in the Project. Should it be determined that a Selected User has made a false statement in any document required by K/MP, K/MP reserve the right to disqualify the Selected User and to require the return of any Consideration that may have been awarded. If a potential Selected User is disqualified for any reason or if any selection notification is returned as undeliverable, K/MP reserve the right to select another User.

8. General Conditions

Selected Users grant permission (except where prohibited by law) to use Selected User names, hometowns, likenesses, photographs, and Materials submitted for advertising, promotion and publicity in connection with the Project and/or Film in any and all media now or hereafter devised throughout the world in perpetuity without additional compensation, notification or permission. K/MP, their respective parents, affiliates, subsidiaries, agents and employees are released from all liability for any damage or loss arising from participation in this Project or from the awarding, acceptance or use of the consideration. No responsibility is assumed for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete or delayed submissions. K/MP is not responsible for technical malfunctions of electronic equipment, computer online systems, servers or providers, computer hardware or software failure, phone lines, failure of any entry to be received by K/MP on account of technical problems, traffic congestion on the internet or the website or for any other technical, human or other problems or errors, including telecommunication, miscommunication or failure and failed lost, delayed, incomplete, garbled or misdirected communications or for other errors or malfunctions of any kind whether network, printing, typographical, human or otherwise relating to or in connection with the Project. K/MP reserves the right to modify, suspend, or terminate the Project in the event it becomes infected by a computer virus or is otherwise technically impaired and to cancel or suspend the Project in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, integrity, or proper play of the Project, including without limitation, earthquake, flood, fire, national disaster, act of God, labor controversy, civil disturbance, disruption of public markets, terrorism or other conflict. In the event of termination or cancellation, K/MP may in its discretion determine the Selected Submissions using all non-suspect eligible entries received up to time of cancellation using the judging procedure outlined above. In the event of a dispute regarding entries received from multiple users having the same email account, the authorized subscriber of the mail account at the time of entry will be deemed to be the User. Authorized subscriber is the natural person who is assigned the email address by the Internet Service Provider, online Service Provider or other organization responsible for assigning email addresses. K/MP reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the submission or rating process or the operation of this Project or the Project Site or acting with intent to annoy, abuse, threaten, or harass any other User, K/MP or to otherwise be acting in violation of these Submission Terms. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE THE PROJECT SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROJECT IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE K/MP RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW AND TO DISQUALIFY SUCH PERSON FROM THE PROJECT AND SITE. K/MP reserves the right, without liability of any kind to any User, to suspend, cancel, modify, limit or not complete production and/or distribution of the Film for reasons of commercial impracticability, events beyond its control, including without limitation, earthquake, flood, fire, national disaster, act of God, labor controversy, civil disturbance, disruption of public markets, terrorism or other conflict, or for any other valid reason. Except where prohibited by law, as a condition of participation in the Project You agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with this Project or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by state or federal courts situated in the State of New York, County of New York; (2) any and all claims, judgments, and award shall be limited to actual out of pocket costs incurred but in no event attorneys fees; (3) no punitive incidental, special, consequential or other damages, including without limitation, lost profits may be awarded; (4) Entrant hereby waives all rights to claim special damages and all rights to have such damages multiplied or increased; (5) Entrant hereby waives all rights to seek injunctive relief against any party, including without limitation, K/MP or any other Entrant, in connection with the Project or Video; (6) Entrant agrees to hold harmless and indemnify K/MP and their respective parents, affiliates, subsidiaries, agents and employees, for any claims, losses, damages and expenses, including reasonable attorney's fees, incurred by K/MP and arising from Entrant's participation in the Project and/or Video, including without limitation Entrant's violation of the copyrights, trademarks, or other intellectual property or other rights of any person or entity and (7) Entrant shall be responsible for the payment of any and all taxes imposed on Entrant by any state of federal authority in connection with the Project. All issues, questions and disputes concerning the validity, interpretation and enforceability of these Official Rules shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed entirely therein.

9. Privacy Policy

By participating in the Project, all Entrants agree that K/MP shall have the right to use all personal information provided to K/MP in accordance with Massify LLC's Privacy Policy posted on the Project Site.