FAQ

About Us (Frequently Asked Questions)

1) General

2) Membership Features

3) Licensing Application (Submission Form)

4) Optioning Application

5) Non-Membership Features

6) Advertising on Filmbay.com

7) Technical/Legal Issues/Other

8) Terms of Use

9) Contact us

Appendix

1) General

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What is Filmbay?

Filmbay was born of the idea of necessity. Whether you are simply an independent film fan, a beginning or established filmmaker, artist, writer, musician, producer or actor Filmbay has multiple unique networking, showcasing, distribution and communication tools that you can use to promote yourself in a global online film community. Full digital content distribution is available, as well as crowdfunding, optioning, global marketing, PR and Social Media Marketing. We invite all producers, musicians, bands, artists, filmmakers and film creative of the global community to join, let us distribute, or self-distribute their content and communicate, collaborate with each other on our website. Content creators keep all rights to their content and keep up to 95 percent of all net profits.

2) Membership Features

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How can I join Filmbay free?

Click here: JOIN FREE

Is Filmbay free?

Filmbay offers a free registration with limited access to some features. You can register free and upgrade at any time.

What Upgrade Memberships does Filmbay offer?

There are several membership options available, for more information, click here: MEMBERSHIPS

Why should I sign up now for a membership?

As we add additional services, rates will increase over time, as well as selling fees, thus locking into a membership now will secure you the best possible rates available today. Once signed up, we guarantee your rate for the entire duration of your membership, there are no rate increases. Plus, you get all our latest services and new features at no extra cost. Selecting our Platinum Plan membership, we will assist you with your marketing, e-marketing and Social Media Marketing. Filmbay is made by media professionals for media professionals, that is why a membership is required for advanced features. Click here to purchase membership: MEMBERSHIPS

Selling

How can I sell my content on Filmbay?

In order to sell your content you must be licensed by Filmbay. For full details,

Go to 3) for the licensing application form.

Submitted Applications will not be returned. If you are not approved you cannot sell on Filmbay and you do not have to pay any processing fee. The one-time licensing fee only applies if you are approved. All approved sellers automatically receive full Platinum membership features for the duration of their sales activity at Filmbay - This is a special only available to sellers. Filmbay will contact you via email regarding your application - this may take up to 3-4 weeks. Our User Agreement binds all licensees.

Scroll down for the licensing application form.

Once you are approved and have received your license you are ready to sell.

You can select from two options:

Option 1

Sell your content on our site, and fulfill all incoming orders yourself

Option 2

Sell your content on our site, and let Filmbay fulfill all incoming orders.

This option may be your better choice, especially if your content is downloadable.

If you have a physical CD or DVD you want to sell, Filmbay can also fulfill all orders for you, however, if your item sells, there are additional charges due, depending on how you want your item sold to customers. These charges include raw materials, such as DVD-Rs, CD-Rs, jewel cases, Artwork and, of course, shipping & handling, depending on the shipping destinations you select. Digital download is also an option you may want to explore. It reduces aformentioned costs and fees. Streaming availability, distribution on iTunes, Netflix, Amazon Instant Video, Facebook and others are optional. Keep in mind, that we are not a vanity press, thus there are no minimum sales required. We also offer a "split" Option 2: Let Filmbay handle all North American orders (Canada, USA & Mexico), and you handle all other regions to which you decide to ship to. If you are in Europe, located in Belgium, for example, you may find this "split" Option 2 the easiest, since you ship to all European countries of your choice.

Note that Option 2 is mandatory if you are located in the following countries: Belarus, Bulgaria, China, Cuba, Estonia, Ghana, Hungary, Indonesia, Iran, Iraq, Latvia, Lebanon, Libya, Lithuania, Macedonia, Malaysia, Nigeria, North Korea, Pakistan, Philippines, Poland, Romania, Russia, Singapore, Slovak Republic, Sudan, Thailand, Uganda, Ukraine, Vietnam, Yugoslavia.

There are no exceptions to this mandatory feature for these countries.

If you are a producer who would like to offer your content as digital download, please contact us to discuss this option.

Depending on your licensing approval and choice, royalties are paid out to you as seller quarterly or bi-annually. Royalties are awarded by direct deposit (Canada), by wire transfer or international money order. The latter two are available at an additional fee, if you select either of them. See our fee schedule below for more details.

If you select Option 1, you are fully responsible for complete and proper order fulfillment. Use registered mail or reliable shipping service with tracking number to avoid false buyer complaints. If Filmbay receives a buyer complaint, that an item was defective or not received, it will contact the seller and you must send a replacement to the buyer (or proper proof of shipment) - failure to do so will result in an adjusted royalty statement at the end of a quarter, or half-year. We monitor and analyze all buyer complaints - buyers who try to abuse our system are blocked/banned from using our shop. As seller, as well as buyer, you are bound by our user agreement. Filmbay does not offer any credit card refunds / chargeback whatsoever.

How do I know an order is placed?

Every time your content is purchased on Filmbay.com you receive an email with all transaction information, that way you can keep track of all orders.

How are royalties calculated?

Your royalties are calculated, based on what Option Package you are licensed for.

Generally, your amount of sales will determine your final royalties. Note that Filmbay.com encourages you to sell - so the more units you sell the bigger your profit margin gets; the more you sell, the more you earn; details are available upon request. Note: If your film, music or other content already has been released, or you want to rerelease it with Filmbay, and you are the rights holder, you are welcome to sell on Filmbay; contact our Filmbay Sales department for details.

Sample profit margins (2010) (Please contact us for the most recent stats):

Sample selling calculation:

Selling calculation example (based on Option 1): A CD you have priced at $10 a unit. When you sell one unit, the following deductions are made: transaction processing fee %3.15, service fee %1.75

Selling calculation example (based on Option 2a): %3.15 transaction processing fee, %2.95 service fee*

Selling calculation example (based on Option 2b): %3.15 transaction processing fee, %2.45 service fee*

*Additional costs for non-downloadable content are: raw media material, packaging and shipping costs, negotiable with Seller. All sales are final and include all taxes. As seller when deciding on how much you are asking for your content in the shop you must include all relevant taxes in the final sale price. For Canadian Buyers located in Ontario, buying from Filmbay or Filmbay licensed buyers located in Ontario all relevant taxes are already included in the designated shop purchase price. Note, that GST – General Sales Taxes – apply to all sales (HST for Ontario) and must be included in the final sales price. There are no additional hidden or implied fees. For more details please see our user agreement.

Royalty payouts can be made depending on your choice, the fees are:

Outgoing Wire Transfers

$10,000 or less = $32

$10,000.01 to $50,000 = $52

Over $50,000 = $82

Incoming Wire Transfers $12.00

International Money Order = $8 plus mandatory FedEx Fee (varies upon destination), visit FedEx for more details.

Direct Deposit (within Canada) is also available, for current rates consult your bank. Sorry, Western Union Money Transfer is not available.

Applying for a Filmbay License

Licensing Submission Guidelines

The use of our shop is bound by a licensing agreement between producers wishing to sell content in our shop. This agreement (as part of our user agreement) cannot be altered our changed in any form. Filmbay does not allow users to post any content in our shop area. Instead a producer wishing to sell content has to be licensed by Filmbay. The licensing process involves the submission of an application package:

Package Contents

A Producer has to submit two identical copies on CD or DVD of the content desired to be sold on Filmbay. These copies will not be returned.

You Must Own All Rights to Your Content: In order to license your content you must provide releases, contracts and agreements for all elements, including: Actors, All music, Logos, trademarks shown in frame - All clips from other sources. Acceptable Submission Formats are: CD, NTSC DVD, NTSC OR PAL VHS tape. For e-books, digital artwork and other digital content, you must submit it on CD-R or DVD-R. Label Your Tape or Disk on spine and face of VHS or on DVD, include: Content title, Runtime, Producers name, Writers name, Directors name, Cast (complete), Production Year, Country (Where content was produced), Language, Subtitled in, Describe Your Film in 25-Word Synopsis, Screenings (List exact festival name), Awards, Film Type, Genre, Audience.

Rights & Clearances

With your application, you must submit written proof of the following:

Music: Yes, I have the rights to all the music used in my film.

Actors' Agreements: Yes, I have signed agreements from all the actors who appear in my film.

Logos & Trademarks: Yes, I have permission to use all logos, trademarks and copyrighted materials shown in my film.

Producer Contact Information

Name:

Company:

Phone:

Email:

Website:

Address 1:

Address 2:

City:

State/Province/ZIP:

Country:

A signed and dated copy of our licensing agreement and user agreement has to accompany your application.

Unfortunately, we cannot license your content if it contains any unlicensed elements. We may request a notarized letter properly identifying the producer as applicant, verifying all rights clearances and verifying the content you are submitting.

Send your package to:

Filmbay Ltd.

Attn: Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8 5P4

Canada

Packages and all its content will not be returned. It is your responsibility to ensure safe and secure shipment of your package to us - use registered postal mail, or a courier, FedEx for example. Do not send your master: Filmbay assumes no responsibility for lost or damaged packages.

3) Licensing Application (Submission Form)

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Package Contents

A Producer has to submit two identical copies on CD or DVD of the content desired to be sold on Filmbay. These copies will not be returned.

Rights & Clearances

With your application, you must submit written proof of the following:

Music: Yes, I have the rights to all the music used in my film.

Actors' Agreements: Yes, I have signed agreements from all the actors who appear in my film.

Logos & Trademarks: Yes, I have permission to use all logos, trademarks and copyrighted materials shown in my film.

Producer Contact Information

Name:

Company:

Phone:

Email:

Website:

Address 1:

Address 2:

City:

State/Province/ZIP:

Country:

A signed and dated copy of our licensing agreement and user agreement (see Appendix below) has to accompany your application.

Send your package to:

Filmbay Ltd.

Attn: Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

Packages and all its content will not be returned. It is your responsibility to ensure safe and secure shipment of your package to us - use registered postal mail, or a courier, FedEx for example. Filmbay assumes no responsibility for lost or damaged packages.

Licensing Agreement

LICENSING AGREEMENT

BETWEEN the "Producer" ____________________________________________________________________

(Name of person or organization)

(Full mailing address) _______________________________________________________________________

(Phone) _________________________(fax) _____________________(email) ________________________

(Title of content) _____________________________________________________________________________

AND: Filmbay.com ("Filmbay"), a division of Filmbay Ltd.,

2380 Hollybrook Dr. Oakville, ON, Canada L6M 4S8

The Producer guarantees that he or she has copyright to the 'Content' (film, music, book, e-book, manuscript, work of art or other document) by virtue of being the creator and/or license from the copyright owner, and will temporarily transfer copyright to the Content for the duration of this agreement. The Producer is agreeing to hire Filmbay to provide the Filmbay Online Service for independent Producers. This service makes the Content available for retail sales to the public by combining conventional online sales, Internet publicity and retailing. Specific features of this service vary according to the Producers selection between sales option packages offered.

The Producer selects one package:

- the Option 1 - Filmbay on-demand (Fulfill all orders yourself) package for $279 plus GST; applicable fees extra;

- the Option 2a - Filmbay on-demand* (Filmbay fulfills all orders) package for $475 plus GST; applicable fees extra;

Check if applicable, and insert surcharge fee amount:

- the "Option 2b" Filmbay on-demand SPLIT* (Fulfill orders yourself and Filmbay partially fulfills orders) package for $345 plus GST. Specify which regions you want Filmbay to fulfill orders:

- North America

- South America

- Europe

- Africa

- Asia

- Australia

- Specific countries Only (specify):

*Please see Appendix A for more details on Option 2a and 2b packages.

Filmbay will provide such other retail sales services as may be required by the Producer at a mutually agreed price. Filmbay will perform these tasks (both packages):

1. Legal and Administrative: arrange Filmbay internal library cataloguing,

assign unique CIN (Content Identification Number), and legal deposit as

deemed appropriate by Filmbay, unless otherwise directed

by the Producer;

2. Production: Verify all submitted artwork (or recommend adjusting digital images provided, typeset the text and layout the pages into a master file format suitable for prompt retrieval as deemed appropriate by Filmbay and archive the master file for the duration of this agreement;

3. Pricing: determine a single-unit selling cost and minimum retail price to be used by the Producer in establishing the retail price; All sales are final and include all taxes. As seller when deciding on how much you are asking for your content in the shop you must include all relevant taxes in the final sale price. For Canadian Buyers located in Ontario, buying from Filmbay or Filmbay licensed buyers located in Ontario all relevant taxes are already included in the designated shop purchase price. Note, that GST – General Sales Taxes – apply to all sales and must be included in the final sales price. There are no additional hidden or implied fees. For more details please see our user agreement.

4. Printing and order fulfillment: manufacture content on-demand as retail and wholesale orders are received and fulfill orders promptly, with median times of less than 8 days (allow longer for large print runs).

Filmbay will perform this task package:

5. Publicity: With the Producers input, create a Filmbay internal media directory entry; and

6. Announcement to the Filmbay community in its newsletter and other central reference services, as deemed appropriate by Filmbay;

7. Sales: fill orders by customers at Filmbays Internet web order form (Package 2a or 2b only).

8. Accounting of royalties: make royalty payments on a (select one):

- quarterly

- bi-annually

basis to the Producer for each copy of the Content sold, with the royalty for Option 1 package being 70% of the gross margin, for Option 2a package being 40% of the gross margin, for Option 2b package being 50% of the gross margin [retail price, less discounts, less single-copy printing/creation cost];

9. The Producer will perform several tasks, including the

following:

(1.) provide scan-ready original art (or suitable digital scans),

the content as a digital file, plus a mock-up with samples to emulate and specifications for the item's appearance, including size and other factors (Option 2a and 2b only);

(2.) promptly deliver the proof with the application package;

(3.) determine a reasonable retail price in consultation with

Filmbay (for all packages); and

(4.) prepare, in cooperation with Filmbay staff, promotional

text for use at the Filmbay website and in announcements

(for all packages).

10. The Producer agrees:

(1.) to allow Filmbay to distribute promotional copies of

the Content free of charge and free of royalties to the Producer

as Filmbay deems necessary, providing this is at no cost to

the Producer; and

(2.) that Filmbays customer list is private and confidential

and will always remain Filmbays property;

(3.) to assume any and all liability for content and to hold

Filmbay harmless from any liability arising from content of

the Producer; and

(4.) to never send or commission unsolicited emails, i.e. spam.

containing any mention of, or link to, Filmbay and its web-

site.

11. Both Parties agree:

(1.) In the event that a license is issued, Filmbay will inform a producer in writing. By accepting the license, the producer temporarily grants Filmbay the rights related to the copyright of the content material to sell, distribute and promote it on the Filmbay website, as well as additional viral promotion and marketing, at the discretion of Filmbay. The producer understands that the content is distributed non-exclusively, i.e. a producer can sell their content anywhere else, if they wish to do so, but only if this is non-exclusive. A producer already licensed to sell with Filmbay must inform us before entering an exclusive contract with another business entity. A producer may terminate a license with Filmbay at any time, giving at least three months notice. After this period Filmbay shall revoke the license and transfer all rights related to the copyright of the content material back to the producer. In that event, Filmbay will remove all content of the producer. A producer, wishing to sell exclusively with Filmbay, is entitled to and will receive additional royalties derived from Filmbay ad revenues (details available upon request). Another feature available upon request and at the discretion of Filmbay is viral marketing for a producer's content, based on Filmbay's assessment of the content. This feature is available only to producers selling exclusively with Filmbay. Filmbay issues royalties to licensed producers to be allowed either quarterly or bi-annually depending on the choice of a producer. In the event that Filmbay terminates a license, no royalties will be granted. Filmbay may refuse to issue a license at its own discretion. Filmbay also reserves the right to revoke and terminate a license at any time without notice;

(2.) The laws of Ontario, Canada, shall apply and the parties agree to use binding arbitration in Ontario to resolve any irreconcilable dispute between the

parties;

(3.) Filmbay does not warrant the website at www.Filmbay.com being uninterrupted or error-free. Filmbay agrees to use due diligence and reasonable care in maintaining its website;

(4.) Filmbay will not be responsible for loss of or damage to materials submitted by the Producer, including manuscripts, diskettes, DVDs, CDs, artwork and photographs; and

(5.) For the purposes of enabling Filmbay to perform its obligations pursuant to this publishing agreement, the Producer hereby grants to Filmbay the right and license to print and reproduce, distribute and display the Content in paper and

electronic format throughout the world;

(6.) Filmbay may subcontract all or parts of its service to other companies and subsidiaries of Filmbay Ltd.; and

(7.) Please see further regulations concerning your conduct as approved licensee in our user agreement. Filmbay reserves the right to refuse granting a license and revoking a license at any time, at its own discretion.

(8.) Changes to this contract may be necessary from time to time to reflect evolution of Filmbays service to Producers and the Producer will be notified in such an eventuality. Any outstanding royalties may be refused by Filmbay at any time without prior notice at its own discretion. This agreement, which also includes all terms laid out in our User agreement is the full agreement and all its terms. The parties, having read and agreed to the above, sign this document in witness of their agreement:

Effective date: (month, day, year) ____ / ____ / ____

____________________ _____________________

signed by The Producer signed for Filmbay

____________________ _____________________

Witness Witness

If Filmbay grants a license, The Producer makes payment as outlined above in

the package specifications. All payments are due immediately upon date of license granted.

__________________________________________

Note: Please mail all pages of this contract with your complete application package to the following address:

Filmbay Ltd.

Attn: Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

Appendix A

(applies to Option 2a & 2b ONLY)

The production cost depends only on number of content items, not on trim size. You, as Producer, may (but are not required to) buy at the production shop cost, taking advantage of the discounts shown when buying in quantity. There is a handling fee of $15 per order on a Producers order of less than 50 copies. All prices above quoted in United States currency. You may want to explore our digital download and distribution options, with optional streaming features, as stated in 2a). These prices are effective March 1, 2012 and are subject to change without notice. Prices may be adjusted quarterly to reflect changes in our costs. The retail price is set by the Producer.

The following applies to all content (Digital download, Streaming, CD, DVD, e-book, document file et. al.)

Total Content File Size Min. Retail Single-copy 50+ Qty 100+ Qty 250+ Qty 500+ Qty 1000+ Qty

(1 side =1 page) Price print cost 3% off 6% off 9% off 12% off 15% off

under 10 MB USD $8.40 ea cdn$4.00ea 3.88 3.76 3.64 3.52 3.40

10-15 MB $10.50 $5.00 4.85 4.70 4.55 4.40 4.25

16-50 MB $12.60 $6.00 5.82 5.64 5.46 5.28 5.10

51-600 MB $14.70 $7.00 6.79 6.58 6.37 6.16 5.95

601-4800 MB $16.80 $8.00 7.76 7.52 7.28 7.04 6.80

4801- 6000 MB $18.90 $9.00 8.73 8.46 8.19 7.92 7.65

6001 and above (10000MB max) $21.00 $10.00 9.70 9.40 9.10 8.80 8.50

Further discounts are 18% for 1500+ copies; 21% for 2000+ copies; 24% for 2500+ copies; 27% for 3,000+ copies; 30% for 4,000+ copies.

Send completed License Application package to:

Filmbay Ltd.

Attn: Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

4) Optioning Application

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Introduction: What is Optioning and How does it work?

Optioning the rights to a cinematic work, or content in general, is often confusing and only takes place at Major exhibitions, trade shows, or film markets during film festivals. Filmbay has streamlined and simplified the traditional optioning process and added some new features for forthcoming filmmakers and producers, such as the fundraiser.

A seller who wishes to option the rights to their content has to apply for an optioning license (see application form below). The seller submits all required documentation, to verify all rights to the content are cleared and it is ready for optioning. The seller might also act as Producer, or a director/producer, who is trying to raise funds for his or her production.

After receiving a license for optioning, a seller must purchase the appropriate membership in order to have Filmbay place your content up for option on its website based on your seller specifications in your application form. For the duration of your membership, there is no limit on how many items of content you put up for option. Your membership covers this. Note, that you will need to submit an optioning license application for every item you want to put up for optioning. Note, too, only registered members with the appropriate membership are entitled to buy options. Essentially, the optioning, or bidding process works as follows: In accordance with a sellers specifications all pertinent item optioning information is placed on the Filmbay website. This usually includes a product description, synopsis, trailer, sound bite, key production and cast, completion information, the duration of the optioned item (maximum 6 months), the value of a unit, i.e. a profit specification, or desired revenue sharing plan, the amount of units available and the per-unit sales price.

A registered user with the appropriate membership can now purchase units, which results in an email sent to Filmbay. Filmbay then forwards an email to the seller who can then decide, if they want to go ahead with an optioning offer. Throughout the optioning process the seller remains anonymous, properly identified as producer only to Filmbay. A potential buyer may request a screener, or complete copy of the optioned item. Filmbay informs a seller of such a request and the seller can then decide if a screener should be dispatched. If yes, Filmbay will FedEx a copy to the potential buyer, who carries the shipping costs from and back to Filmbay, since the buyer, who agrees to return the item to Filmbay after viewing. The copy may not be screened publicly, duplicated or copied in any way. For privacy protection, the seller remains anonymous until the end of the optioning period, or until the seller decides to stop the optioning process, at any time, at his or her discretion. That way a seller remains in complete control of the optioning process.

The finalization of an optioning deal between a seller and one or more buyers works as follows: Based on the sellers choice of whom he wants to sell to. It is recommended that both seller and buyer consult an entertainment lawyer to represent them, before the optioning process and in this finalization stage. Filmbay will now send out a completion form, based on the optioning details to both parties. The buyer then transfers the full amount of the optioned sales price to Filmbay (wire transfer only). Filmbay notifies the seller of the funds transfer. Now the seller sends the content with the appropriate documentation to the buyer. The buyer and his lawyer review the submitted documentation. If the buyer is not happy with the documentation he may ask the seller for a revised document. Note: Filmbay is not part of the negotiation process in any way. This is up to a sellers and buyers legal representatives. If the buyer is satisfied with the documentation, the buyer has to send a notarized statement to Filmbay, which authorizes the release of the funds to the seller and also fully indemnifies Filmbay from all responsibilities regarding the funds transfer. Upon receipt of the notarized statement Filmbay then releases the funds to the seller (wire transfer only). The buyer and seller pay for their respective wire transfer fees. Filmbay charges a service fee of 2.5% from each individual optioning sale, e.g. if an item is optioned for $10,000 Filmbay deducts $250, resulting in a final transfer to the seller of $9,750. This process is mandatory for all parties and there are no exceptions. Filmbays Legal Department oversees and controls the successful finalization between buyer and seller(s).

How do I sign up to partake in optioning as investor?

Investing in film is generally a challenging task. Having lots of money to spend is not that simple if you want to have a ROI (return on investment). There are many legal and technical obstacles that you may face, so why not collaborate with an experienced producer on Filmbay and invest in a potentially promising script. Maybe you have discovered a neat writer, actor or director on Filmbay who you think could be the next great success, so contact them and get them on board with you. The optioning area at Filmbay offers you a safe & secure way to discover new interesting films – this works like a film market – all online of course. (Optioning is explained above). All you need to do is to purchase the appropriate membership as outlined in our rates section. For the duration of your membership, there is no limit on how often you seek an option deal. So get your dollars ready: search, explore and invest.

What are the benefits of optioning through Filmbay?

With Filmbay optioning you have a sophisticated, safe and secure way of selling and buying the rights to a media property, a.k.a. content. Any veteran producer who has ever sold the worldwide rights to their movie, music or script through a sales agency, knows that they take a big portion of the proceeds from the sale of your film. By eliminating the middleman, sellers and buyers come together in an enticing new environment, with no markets to wait for, or to travel to - a market that is open around the clock. Filmbay optioning is a place where all industry professionals can come together to preview, research, buy, and sell all types of content.

Filmbay understands that as producer you will already have incurred substantial expenses simply getting your product off-the-ground and having to hire an entertainment lawyer, attorney, notary, etc. That is why we offer the lowest possible fee, basically covering our own expenses, since we want to see you a happy customer, and appreciate your recurring business. You may decide that selling your item piece-by-piece on Filmbay may be ideal for you, essentially a direct-to-consumer self-distribution model, or you may prefer to sell your content to another entity; a producer, a network, another distributor, etc. It is all up to you!

Optioning Application Submission Form

The use of our optioning system is bound by a licensing agreement between producers wishing to option content in our optioning area. This agreement (as part of our user agreement) cannot be altered our changed in any form. Filmbay does not allow users to post any content in our optioning area. Instead a producer wishing to option content has to be licensed by Filmbay. The licensing process involves the submission of an application package:

Package Contents

A Producer has to submit two identical copies on CD or DVD of the content desired to be optioned on Filmbay. These copies will not be returned.

You Must Own All Rights to Your Content: In order to license your content you must provide releases, contracts and agreements for all elements, including: Actors, All music, Logos, trademarks shown in frame - All clips from other sources. Acceptable Submission Formats are: CD, NTSC DVD, NTSC OR PAL VHS tape. For e-books, digital artwork and other digital content, you must submit it on CD-R or DVD-R. Label Your Tape or Disk on spine and face of VHS or on DVD, include: Content title, Runtime, Producers name, Writers name, Director's name, Cast (complete), Production Year, Country (Where content was produced), Language, Subtitled in, Describe Your Film in 25-Word Synopsis, Screenings (List exact festival name), Awards, Film Type, Genre, Audience.

Rights & Clearances

With your application, you must submit written proof of the following:

Music: Yes, I have the rights to all the music used in my film.

Actors' Agreements: Yes, I have signed agreements from all the actors who appear in my film.

Logos & Trademarks: Yes, I have permission to use all logos, trademarks and copyrighted materials shown in my film.

Producer Contact Information

Name:

Company:

Phone:

Email:

Website:

Address 1:

Address 2:

City:

State/Province/ZIP:

Country:

A signed and dated copy of our optioning agreement and user agreement (see Appendix below) has to accompany your application.

Send your package to:

Filmbay Ltd.

Attn: Optioning Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

Packages and all its content will not be returned. It is your responsibility to ensure safe and secure shipment of your package to us - use registered postal mail, or a courier, FedEx for example. Filmbay assumes no responsibility for lost or damaged packages.

Optioning Agreement

OPTIONING LICENSING AGREEMENT

BETWEEN the 'Producer' ____________________________________________________________________

(Name of person or organization)

(Full mailing address) _______________________________________________________________________

(Phone) _________________________(fax) _____________________(email) ________________________

(Title of content) _____________________________________________________________________________

AND: Filmbay.com ('Filmbay'), a division of Filmbay Ltd.,

2380 Hollybrook Dr, Oakville, ON, Canada L6M 4S8

The Producer guarantees that he or she has copyright to the 'Content' (film, music, book, e-book, manuscript, work of art or other document) by virtue of being the creator and/or license from the copyright owner, and will temporarily transfer copyright to the Content for the duration of this agreement. The Producer is agreeing to hire Filmbay to provide the Filmbay Optioning Online Service for independent Producers. This service makes the Content available for optioning the rights (some or all) to registered buyers on Filmbay. Specific features of this service vary according to the Producers selection of optioning parameters.

The Producer selects how the content is going to be optioned on Filmbay:

I) LENGTH OF OPTIONING VISIBLE ONLINE (Maximum 6 months): Start Date: End Date:

II) OPTIONING MODE (check one)

a) Manual (Seller selects favorite bid or bids. Project/Content has to be completed).

Purchase single unit / units

Specify unit price: x (specify) and price ($US) per unit

b) Fundraiser (Funds will be held until project is completed).

Purchase single unit / units

Specify unit price: x (specify) and price ($US) per unit

III) BUY-OUT OPTION (select yes or no)

yes: Specify desired buy-out price ($US)

no.

IV) PROPERTY TYPE (check one)

Script

Treatment

Feature Film

Short Film

Music Video

Soundtrack

Music CD

Song

Art / Artwork

Personal Service

Other (please specify)

V) Originating Format (check one)

Any Format

All Theatrical

35mm

S16mm

16mm

70mm

IMAX

CineAlta 24P

Hi-Def

DigiBeta

Beta SP

Beta SX

Computer-Anim.Super 8

Other (please specify)

VI) OPTIONING ITEM DETAILS (specify all)

Title:

Synopsis:

Cast Members:

Producer:

Director:

Writer:

Production Company:

VII) BUDGET (check one)

Any Budget

US$0 to 10,000

US$10,000 - 50,000

US$50,000 - 100,000

US$100,000 - 500,000

US$500,000 - 1M

US$1M - 5M

US$5M - 20M

US$20M and up

N/A

VIII) SUBTITLES (please specify all available Subtitles):

IX) COUNTRY OF ORIGIN (check one or more than one if Co-Production)

Any Country

Argentina

Armenia

Australia

Austria

Belgium

Belize

Bermuda

Botswana

Brazil

Bulgaria

Cambodia

Canada

Caribbean

Chile

China

Colombia

Costa Rica

Croatia

Cyprus

Czech Republic

Denmark

Ecuador

Egypt

Estonia

France

Georgia

Germany

Ghana

Greece

Haiti

Hong Kong

Hungary

Iceland

India

Indonesia

Iran

Iraq

Ireland

Israel

Italy

Japan

Jordan

Kuwait

Laos

Latvia

Lebanon

Lithuania

Luxembourg

Macedonia

Malaysia

Malta

Mexico

Moldova

Nepal

Netherlands

New Zealand

Nigeria

Norway

Pakistan

Palestinian Territory

Paraguay

Philippines

Poland

Portugal

Puerto Rico

Republic of Korea

Romania

Russian Federation

Serbia and Montenegro

Singapore

Slovenia

South Africa

South Pacific Islands

Spain

Sri Lanka

Sweden

Switzerland

Taiwan

Tanzania

Thailand

Tunisia

Turkey

Uganda

Ukraine

United Arab Emirates

United Kingdom

Uruguay

USA

Uzbekistan

Vietnam

N/A

Other (Please specify):

X) GENRE (check one)

Any Genre

Action Adventure

Animation

Animation+LiveAction

Any Genre

Archaeological

Architecture

Art Contemporary

Art History

Aviation

Biblical

Biography

Biopic

Black Comedy

Black Urban

Buddy

Child

Children's Educational

Comedy

Coming of Age

Commercial

Corporate

Crime

Dance

Detective

Diaspora

Diaspora - Afro-Caribbean

Diaspora - Asia

Disaster

Docudrama

Documentary

Drama

Educational

Environmental

Epic

Erotic

Family

Fantasy

Gangster

Gay

Ghost

Gothic

Heist

History

Horror

Instructional

Kung Fu

Legal

Lesbian

Lifestyle

Love Story

Mafia

Martial Arts

Medical

Mockumentary

Murder

Murder Mystery

Music Classical

Music Dance

Music Folk/World

Music Opera

Music Pop

Music Rock

Musical

Mystery

Myth

Natural History

Nautical

Noir

Parody

Period

Philosophy

Police

Political

Promotional

Psychological

Psychological Thriller

Religious

Road

Romance

Romantic Comedy

Saga

Satire

Science Fiction

Short

Spoof

Sport

Spy

Supernatural

Suspense

Technical Manual

Teen

Thriller

Tragedy

Travel

Vampire

Variety Show

Video Art

War

Wedding

Western

N/A

Other (please specify);

XI) AUDIENCE AGE (check one)

Any Age

General, 18 up

Pre-School

7-9 years

10-13 years

14-18 years

19-30 years

31-50 years

51+ years

Adult Only

XII) RUNNING TIME (check one)

0 to 10 mins

10 to 30 mins

30 to 60 mins

60 to 120 mins

Over 120 mins

Other (specify exact time)

XIII) COMPLETION STATUS (check one)

Any Stage

In Production

In Postproduction

Completed

Post or Completed

XIV) WHERE UNSOLD (check one)

All World

Africa

Asia, Far East

Asia, Rest

Australasia

Europe, East

Europe, West

Latin America

Middle East

North America

Scandinavia

Other (please specify)

XV) ADDITIONAL INFORMATION (specify)

Details / Total Number of Episodes:

Contributors:

Additional Comments / Notes:

XVI) Target Media (if applicable)

(Instructions: Please check the box or combination of boxes that describe the medium or media in which your project will be exhibited, displayed or rendered).

All Distribution Media

All Home Video Viewing Devices

DVD

Commercial DVD

Educational DVD

Video Cassette

Commercial Video Cassette

Educational Video Cassette

All Print Media

Commercial Print

Hardcover Commercial Print

Magazine/Periodical Commercial Print

Newspaper Commercial Print

On-package commercial print

Outdoor Advertisement Commercial Print

Paperback Commercial Print

Educational Print

Hardcover Educational Print

Magazine/Periodical Educational Print

Newspaper Educational Print

Paperback Educational Print

Trade Print

Hardcover Trade Print

Magazine/Periodical Trade Print

Newspaper Trade Print

Paperback Trade Print

All Television

Basic Cable

Local Basic Cable

Free TV

Local Free TV

Network TV

Public TV

Pay Per View

Pay TV

Satellite TV

Interactive Viewing Devices

CD-ROM

DVD-ROM

Internet

Non-Theatrical

16MM Non-Theatrical

Airlines

Corporate Non-Broadcast

In-Stadium

Museum Non-Broadcast

Ships

Stage Non-Broadcast

Radio

Free Radio

Satellite Radio

Theatrical

Feature Film

Film Festival

Video On Demand

Internet VOD

Television VOD

All Rights

Master Recording

N/A

Other (please specify)

XVII) Available Usage (check desired, if applicable)

Full Rights

Partial Rights

Video Clip

Still

Audio Clip

Poster as Set Dressing

Character

Title / Name Reference

Element

Script Excerpt

Materials Fee

Project Fee

Master Recording

Synchronization of Master Recording

Number of Runs

1,2,3,4,5,6,other, unlimited

Exclusivity

Non-Exclusive

N/A

Other (please specify)

XVIII) Territories (if applicable)

Instructions (Please check the name or combination of names that describe the territory or territories in which your project will be exhibited, displayed or rendered).

Worldwide

Africa

Central Africa

Burundi

Cameroon

Central African Republic

Democratic Republic of Congo

Rwanda

East Africa

Comoros

Djibouti Republic

Eritrea

Ethiopia

Kenya

Madagascar

Malawi

Mauritius

Mayotte

Mozambique

Reunion

Seychelles

Somalia

Sudan

Tanzania

Uganda

Zambia

North Africa

Algeria

Chad

Libya

Morocco

Tunisia

Southern Africa

Angola

Botswana

Lesotho

Namibia (SW Africa)

Republic of South Africa

Bophuthatswana

Ciskei

Swaziland

Transkei

Venda

Zimbabwe

West Africa

Benin (Dahomey)

Burkina Faso (Upper Volta)

Cape Verde Islands

Equatorial Guinea

Gabon

Gambia

Ghana

Guinea

Guinea-Bissau

Ivory Coast

Liberia

Mali

Niger

Nigeria

Principe

Republic of Congo

Sao Tome

Senegal

Sierra Leone

Togo

Western Sahara

Asia

Asia Region

Hong Kong

India

Indonesia

Japan

Chiba

Fukushima

Ibaraki

Kirgizhia

Miyagi

Nigata

Tochigi

Tokyo

Yamagata

Macao

Peoples Republic of China

Shanghai

Singapore

South Korea

Taiwan (ROC)

Central Asia

Kazakhstan

Kyrgyzstan

Tajikistan

Turkmenistan

Uzbekistan

Far East

Afghanistan

Bangladesh

Bhutan

Brunei

Burma (Myanmar)

Malaysia

Maldives

Mongolia

Nepal

North Korea

Pakistan

Philippines

Sri Lanka (Ceylon)

Thailand

Indochina

Cambodia (Kampuchea)

Laos

Vietnam

Asia Minor

Caucasus Region

Armenia

Azerbaijan

Georgia

Israel

Middle East

Abu Dhabi

Ajman

Bahrain

Dubai

Egypt

Fujairah

Iran

Iraq

Jordan

Kuwait

Lebanon

Oman

Qatar

Ras Al-Khaimah

Saudi Arabia

Sharjah

Syria

Umm al-Quaiwain

United Arab Emirates

Yemen

Turkey

Europe

Eastern Europe

Balkans, The

Albania

Bosnia & Herzegovina

Croatia

Macedonia

Montenegro

Serbia

Yugoslavia

Baltics, The

Estonia

Latvia

Lithuania

Bulgaria

Com. of Ind. States

Belarus

Moldova

Russia

Czech Republic

Hungary

Poland

Romania

Slovakia

Ukraine

Western Europe

Alto Adige

Austria

Benelux

Belgium

French-Speaking Belgium

Luxembourg

French - Speaking Lux.

Netherlands (Holland)

Capo Istra

Cyprus

France

D.O.M.-T.O.M. Territories

Germany

Greece

Crete

Ireland (Eire)

Italy Region

Italy

San Marino

Sardinia

Sicily

Vatican City

Liechtenstein

Malta

Monaco

Monte Carlo

Portugal

Scandinavia

Denmark

Finland

Greenland

Iceland

Norway

Sweden

Spain

Belares Islands

Canary islands

Ceuta

Melilla

Switzerland

French - Speaking Switzerland

German-Speaking Switzerland

Italian-Speaking Switzerland

United Kingdom

Channel Islands

Gibraltar

Great Britain

England

Scotland

Wales

Isle of Man

Northern Ireland

Latin America

Central America

Belize

Costa Rica

El Salvador

Guatemala

Honduras

Nicaragua

Panama

Panama (ex. Canal Zone/1999)

Panama Canal Zone (1999)

Mexico

South America

Argentina

Bolivia

Brazil

Chile

Colombia

Ecuador

French D.O.M. Territory

Fr. Guiana

Paraguay

Peru

Uruguay

Venezuela

North America

Caribbean

Cayman Islands

Cuba

Dominican Republic

Dutch Antilles

Aruba

Bonaire

Curacao

Suriname

French D.O.M. Territories

French Antilles

Guadeloupe

Martinique

St. Barthelemy

Haiti

Leeward Islands

Anguilla

Antigua and Barbuda

St. Christopher

St. Kitts and Nevia

Netherlands Antilles

St. Maartan

Tobago

Trinidad

West Indies (Br. West Indies)

Bahamas

Barbados

Bermuda

Guyana (Br. Guiana)

Jamaica

Winward Islands

Dominica

Grenada

Grenadines

St. Lucia

St. Vincent

French T.O.M. North America

St. Pierre-Miquelon

North America Region

Canada

English Canada

French Canada

Maritime Provinces

New Brunswick

Nova Scotia

Prince Edward Isle.

Quebec Province

United States, Terr., and Poss.

United States of America

Oceania

Australia

Admiralty Islands

Ashmore Islands

Christmas Islands

Nauru

New Britain

New Caledonia

New Hebrides

New Ireland

Norfolk Island

Papua New Guinea

Solomon Islands

French Oceania

French T.O.M. Territories

Fr. Caledonia

Futuna Island

Wallis Island

Island of Clipperton

French Polynesia

Gambier

Marquise

Societe

Tahiti

Toubouai

Tuamotou

New Zealand

Cook Islands

Fiji

Fijian Islands

Kiribatu (Gilbert Islands)

Phoenix Islands

Rarotonga

Samoan Islands

Tokelau Islands

Tonga

Tuvalu (formerly Ellice Island)

N/A

Other (please specify)

XIX) Languages

(Instructions: Please check the box or combination of boxes that describe the language or languages in which your project will be exhibited, displayed or rendered).

All Languages

Afrikaans

Arabic

Basque

Bengali

Bulgarian

Cantonese

Chinese

Croatian

Czech

Danish

Dutch

English

Estonian

Farsi

Finnish

Flemish

French

German

Greek

Hawaiian

Hebrew

Hindi

Hungarian

Icelandic

Indonesian

Italian

Japanese

Kannada

Latvian

Macedonian

Malay

Malayalam

Mandarin

Mongolian

Native American

Nepali

Norwegian

Persian

Philippine

Polish

Portuguese

Romanian

Russian

Serbian

Sign Language

Silent

Slovene

Spanish

Swedish

Swiss

Tagalog

Tamil

Telugu

Thai

Tibetian

Turkish

Yiddish

Yugoslavian

N/A

Other (please specify)

XX) Amount of screeners, demos included for Filmbay to send to potential buyers. If desired by Producer, and pending licensing approval.

XXI) Disclaimer

I am the proper rights holder of the item.

Name:

Title:

Company:

Address:

Email:

Tel:

Fax:

Signature

____________________

PRINT NAME

Filmbay will provide such other retail sales services as may be required by the Producer at a mutually agreed price. Filmbay will perform these tasks:

1. Legal and Administrative: arrange Filmbay internal optioning library cataloguing,

assign unique CIN (Content Identification Number), and legal deposit as deemed appropriate by Filmbay, unless otherwise directed by the Producer;

3. Pricing: determine a single-unit optioning cost and minimum buy-out price to be used by the Producer, if requested by the producer. All sales are final and include all taxes. As producer when deciding on how much you are asking for your content in the optioning area you must include all relevant taxes in the final sale price. For Canadian Buyers located in Ontario, optioning from Filmbay licensed content originating in Ontario all relevant taxes are already included in the designated optioning unit purchase price. Note, that GST – General Sales Taxes – apply to all option sales and must be included in the final option unit sales price. There are no additional hidden or implied fees. For more details please see our user agreement.

4. Optioning and Optioning fulfillment: notify seller within 48 hours of an incoming optioning offer and/or buy-out offer.

Filmbay will perform this task package:

5. Publicity: With the Producers input, create a Filmbay internal media directory entry; and

6. Announcement to the Filmbay community in its newsletter and other central reference services, as deemed appropriate by Filmbay;

7. Oversee the finalization of all optioning procedures, or cancellations by a seller within specified timeframe.

8. Transfer funds to the producer, upon successful optioning to a buyer or buyers.

9. The Producer will perform several tasks, including the

following:

(1.) provide scan-ready original art (or suitable digital scans),

the content as a digital file, plus a mock-up with samples to emulate and specifications for the item's appearance, including size and other factors.

(2.) promptly deliver the proof with the application package;

(3.) determine a reasonable optioning price in consultation with

Filmbay and

(4.) prepare, in cooperation with Filmbay staff, promotional

text for use at the Filmbay website and in announcements.

10. The Producer agrees:

(1.) to allow Filmbay to distribute promotional copies of

the Content free of charge and free of royalties to the Producer

as Filmbay deems necessary, providing this is at no cost to

the Producer; and

(2.) that Filmbays customer list is private and confidential

and will always remain Filmbays property;

(3.) to assume any and all liability for content and to hold

Filmbay harmless from any liability arising from content of

the Producer; and

(4.) to never send or commission unsolicited emails (ÒspamÓ)

containing any mention of, or link to, Filmbay and its web-

site

(5.) to use all Filmbay services at his or her own risk and to fully indemnify Filmbay of all damages, charges that may occur. To agree to the mandatory finalization process as outlined above, i.e. If the buyer is satisfied with the documentation, the buyer has to send a notarized statement to Filmbay, which authorizes the release of the funds to the seller and also fully indemnifies Filmbay from all responsibilities regarding the funds transfer. Upon receipt of the notarized statement Filmbay then releases the funds to the seller (wire transfer only). The buyer and seller pay for their respective wire transfer fees. Filmbay charges a service fee of 2.5% from each individual optioning sale, e.g. if an item is optioned for $10,000 Filmbay deducts $250, resulting in a final transfer to the seller of $9,750. This process is mandatory for all parties and there are no exceptions. Filmbays Legal Department oversees and controls the successful finalization between buyer and seller(s).

(6.) to provide a mutually agreed amount of screeners, or full demos of its content to Filmbay, to be sent out by Filmbay on producers behalf; pending licensing approval. Filmbay will not be held liable for any lost or damaged screeners. Filmbay uses FedEx only. Producer (Seller) selects one of the following:

a) Seller pays for FedEx shipping of Screener/Demo to the potential customer, including return costs

b) Seller pays for FedEx shipping of Screener/Demo to the potential customer, potential customer pays return costs

c) Potential buyer pays for FedEx shipping of Screener/Demo to the potential customer, seller pays return costs

d) Potential buyer pays for FedEx shipping of Screener/Demo to the potential customer, including return costs

e) No screeners are sent out

11. Both Parties agree:

(1.) In the event that a license is issued, Filmbay will inform a producer in writing. By accepting the license, the producer temporarily grants Filmbay all rights related to the copyright of the content material. The producer understands that the content is optioned exclusively on Filmbay. A producer may terminate a license with Filmbay at any time, giving at least three months notice. After this period Filmbay shall revoke the license and transfer all rights related to the copyright of the content material back to the producer. Filmbay may refuse to issue a license at its own discretion. Filmbay also reserves the right to revoke and terminate a license at any time without notice;

(2.) The laws of Ontario, Canada, shall apply and the parties agree to use binding arbitration in Ontario to resolve any irreconcilable dispute between the

parties;

(3.)Filmbay does not warrant the website at www.Filmbay.com being uninterrupted or error-free. Filmbay agrees to use due diligence and reasonable care in maintaining its website;

(4.) Filmbay will not be responsible for loss of or damage to materials submitted by the Producer, including manuscripts, diskettes, DVDs, CDs, artwork and photographs; and

electronic format throughout the world;

(6.) Filmbay may subcontract all or parts of its service to other companies and subsidiaries of Filmbay Ltd.; and

(8.) Changes to this contract may be necessary from time to time to reflect evolution of Filmbays service to Producers and the Producer will be notified in such an eventuality. This agreement, which also includes all terms laid out in our User agreement is the full agreement and all its terms. The parties, having read and agreed to the above, sign this document in witness of their agreement:

Effective date: (month, day, year) ____ / ____ / ____

____________________ _____________________

signed by The Producer signed for Filmbay

____________________ _____________________

Witness Witness

If Filmbay grants a license, The Producer makes payment as outlined above in the package specifications. All payments are due immediately upon date of license granted.

__________________________________________

Note: Please mail all pages of this contract with your complete application package to the following address:

Send completed Optioning License Application package to:

Filmbay Ltd.

Attn: Optioning Licensing

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

5) Non-Membership Features

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I am not a member, what can I do on Filmbay?

As non-member you can browse and buy content in our shop. You can only add and buy content from one seller at a time. Filmbay does not offer any credit card refunds / chargeback whatsoever. You are also bound by our user agreement. Any content you purchase from our shop, be it physical or digital may not be copied, distributed or sold (as buyer you enter a one-time single end-user agreement). All sales are final and include all taxes. For Canadian Buyers located in Ontario, all relevant taxes are already included in the designated shop purchase price. There are no additional hidden or implied fees. For more details please see our user agreement.

Filmbay may decide at its own discretion to not allow and cancel purchases from buyers, if you are located in the following countries: Belarus, Bulgaria, China, Cuba, Estonia, Ghana, Hungary, Indonesia, Iran, Iraq, Latvia, Lebanon, Libya, Lithuania, Macedonia, Malaysia, Nigeria, North Korea, Pakistan, Philippines, Poland, Romania, Russia, Singapore, Slovak Republic, Sudan, Thailand, Uganda, Ukraine, Vietnam, Yugoslavia. You must contact us for more information, if you are from these countries, BEFORE you buy.

Posting Classifieds on Filmbay.com

To Post classifieds on our site, select a membership of your choice, click here: MEMBERSHIPS

Posting Jobs on Filmbay.com

To Post Jobs on our site, select the appropriate membership (Platinum), click here: MEMBERSHIPS

6) Advertising on Filmbay.com

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Filmbay offers advertisers the opportunity to get listed in our Advertising section, with company logo, description, contact information and web link. At an additional fee you can also get listed in the Filmbay World Film Directory, with over 37,000 film, media and Internet companies, published annually and distributed exclusively on Filmbay.com as DVD-ROM.

Standard Prices are as follows:

1 year listing PACK $ 1045

Add extra (one-time) $385 for inclusion on Filmbay World Film Directory

Add extra (one-time) $245 for one ad in our monthly newsletter

2 year listing PACK $ 1625

Add extra (one-time) $345 for inclusion on Filmbay World Film Directory

Add extra (one-time) $215 for one ad in our monthly newsletter

3 year listing PACK (BEST VALUE OFFER) $2145

Add extra (one-time) $285 for inclusion on Filmbay World Film Directory

Add extra (one-time) $175 for one ad in our monthly newsletter

We are currently offering several AD Specials at preferred rates.

All rates are quoted in US$ and include taxes.

If you would like to advertise on Filmbay.com contact us at: sales@Filmbay.com

What is Filmbay Consulting?

Filmbay Consulting is non-membership feature and can be purchased individually. We offer professional services for script development, creative consulting, budgeting, marketing and distribution.

To book or inquire Filmbay consulting, send us an email @sales.

What is the Filmbay Workshop Series?

Filmbay offers different Workshops throughout the GTA (Greater Toronto Area) the majority held in Mississauga/Oakville. The Filmbay workshop

Series is run by industry professionals (writers, actors, directors, producers) and caters to film industry newcomers as well as advanced professionals. On the Filmbay website under Film School you can find out about all workshop details and costs. To register for a workshop of your choice, send us an email @sales.

If you are an industry professional and would like to teach a workshop, please contact us.

7) Legal/Technical/Other issues

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Can you tell me more about technical, legal and other issues?

As bound by our partner bank TD Canada Trust our website is designed for security and safety as well as business transparency - Therefore our site from which we accept Internet Transactions, contains the following:

(a) Your legal name and the name under which you are carrying on business;

Filmbay Ltd.

(b) Customer service contact information including business address, mailing address, telephone number, fax number and electronic mail address;

Our business address is for all inquiries, mailings, including customer service is:

Filmbay Ltd.

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

Ph/Fax: 905-825-1154

info@Filmbay.com

Mississauga, Ontario

Canada

(d) A complete, fair and accurate description of goods and services being offered including any relevant technical or system specifications;

Internet services provided through website for the film community for purposes of communication relating to purchasing or selling films and film options, education relating to intermediate and advanced film making, collaboration relating to the negotiation and completion of film making partnerships, publishing of scientific and academic articles relating to films and film theory, showcasing films and film media, and distribution of films.

(e) Delivery policy including method of delivery;

If not stated otherwise, purchased content shall be delivered electronically. If not stated otherwise, delivery of content commences in form of downloadable information.

(f) Any geographic limitations for the sale of goods and services and any export restrictions if applicable;

Generally, there are no geographic limitations for the sale of goods and services. Note, however, that for our licensing procedures there are limitations - see user agreement for more details.

(g) Return, exchange and refund policies;

Our Non-Return/Exchange Policy

Our 30-day Non-Return/Exchange guarantee means that if your purchased item is defective, you can request a replacement item, within 30 days of the date you received the item. As buyer, you are bound by our user agreement. Filmbay does not offer any credit card refunds / chargeback whatsoever. This policy does not affect your statutory rights.

(h) Country and transaction currency, for example, by indicating that prices are payable in Canadian dollars;

Our country currency is Canada Dollars - CAD

Our transaction currency is United States Dollars - USD

All transactions are in United States Dollars - USD

(i) Consumer data privacy policies;

The information you provide for orders is only used to complete your order and for communication regarding your order. Your privacy is important to us, and your information is protected.

All information members provide us is treated with care in order to offer you a high level of privacy. Filmbay does not sell, rent or otherwise transmit your personal information to third parties. As Filmbay also has community features as part of its services, we encourage users to treat their own and other members privacy with care and respect. As part of some of our services, users can contact each other and communicate with each other. Next to mere communication, Filmbay recommends its members never to utilize their personal information, i.e. do not give out your personal information. We clearly state here that we will never ask you for your username and password and you should NEVER give out your username and password to anyone. There currently is a trend of criminals to go 'phishing' that is to try to obtain a username and password by false emails that look like they have been sent by an official company, firm or institution. Again, NEVER give out your username and password to anyone. If you receive an email that asks for your username and password, please forward it to us immediately for investigation. We may use third party entities to verify a users identity or for security measures. We reserve the right to change this section at anytime at our own discretion. If you have any objections to our privacy policy please do not use our services.

(j) Security capabilities and policy for transmission of Credit Card details;

Our website is consistent with security capabilities and transmission of Credit Card details as deemed appropriate by TD Canada Trust. Our website is SSL encrypted and certified by Comodo. We do not store any credit card information. Powerful SSL encryption software and our secure server network protect all of your transactions. By working with industry leaders such as Comodo and TD CANADA TRUST, we provide guaranteed protection on every order. We guarantee that every transaction you make will be 100% secure.

(k) Complaint handling procedures;

All complaints must be submitted in writing and mailed to:

Filmbay Ltd.

Ombudsman

2380 Hollybrook Dr.

Oakville, ON

L6M 4S8

Canada

(l) Details of any applicable warranties or guarantees;

There are no applicable warranties or guarantees; see our terms of use policy for more details.

(m) The total consideration payable for the goods and services;

All designated prices include all Goods and services taxes.

(n) An updated and accurate itemized list of the price of goods and services to be sold to the Cardholder as well as any shipping, delivery or handling charges, taxes, custom duties, broker fees or insurance costs;

(o) The terms, conditions and method of payment;

All payments must be made in full. Method of payment is by credit card. Shopping at our site is done at your own risk. We do not offer refunds, or charge backs. By using our shop you agree to this. If you do not agree, please do not use our site.

(p) The date when the goods will be delivered or the services are to be commenced;

Upon transaction completion, the delivery of downloadable content is immediate, access to the website for subscribers is provided as is, see user agreement for more details.

(q) A representation of the Visa flag blue, white and gold symbol in full color indicating acceptance of Visa Cards;

(r) For Recurring Transactions, a simple and easily accessible online cancellation procedure; and

We currently do not offer recurring transactions.

(s) Any other information or disclosure that we require and as required by law from time to time in a jurisdiction in which you offer goods or services.

Please see our terms of use policy for more details.

What copyright issues must I consider?

You must own all rights to your content (see license application form and our user agreement, before using our website.

For information on how to copyright your film, feature film, short film, artwork, script, music, etc. it is advisable that you visit the U.S. Copyright Office at:

http://www.copyright.gov/

As bound by our user agreement, a buyer enters a single end-user agreement. More information can be found in our user agreement.

While selling your content on Filmbay, you cannot sell it anywhere else. This is part of the exclusivity we ask for from you. Note that Filmbay can revoke a license at any time without notice - see our user agreement for more details. If, you, or we decide to terminate your license, all rights to your content go back to you.

More information can be found in our user agreement. All Filmbay users are bound by our user agreement.

What technical issues must I consider: How do I upload images, media, and other files?

Depending on your membership (see Rates for details) Filmbay offers you a wide range of features you can select from.

Once you are properly registered, you can:

1) Click on: go to myFilmbay

2) Click on: Manage your media pool

3) Click on: Upload new media item

4) Fill in Title, Description, Keywords and select the Language of your item

5) Click on: next

6) Click on: Browse

7) Select the File you want to upload (the maximum file size is 15MB, depending on your membership plan, 15MB may be your upload maximum, check which file types are accepted)

8) Click on: Upload

9) If successful, it will say: File upload success... Now Click on: complete

10)Done. To get back to your main menu: Click on: go to myFilmbay

Depending on your membership you will now have access to various features, such as Pitch or Showcase, etc. (see Rates for details). The following applies to all other additional functions. Note: You must have items uploaded in your media pool before you can use the other additional functions. For example adding a Pitch:

1) Click on: go to myFilmbay

2) Click on: Add a Pitch

3) Fill in Name, Teaser, Description, pick Start Date (pick Date), pick End Date (pick Date), select Type, add Keywords

4) Click on: next

5) Select media item

6) Click on: complete

7) Done. . To get back to your main menu: Click on: go to myFilmbay

8) Now you can: Look up your Pitch, Click on PITCH or you can make changes, Click on: View/Edit your pitches

If you have any further questions, please contact support (see CONTACT) for our support email address.

8) Terms of Use

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For our terms of use, click here: TERMS OF USE

9) Contact us

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To contact us, click here: CONTACT US

Appendix

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User Agreement

(to be printed out and signed by producer when submitting a selling licensing application)

(to be printed out and signed by producer when submitting an optioning licensing application)

User Agreement

I. Introduction

These are the terms and conditions on which Filmbay makes available its services to members. Our services are available online at our website located at www.Filmbay.com, hereafter referred to as the ÒSiteÓ. Filmbay may add or delete features or services at its discretion. You must read, agree with and accept all terms and conditions outlined in this User Agreement as well as our Privacy Policy contained herein before you are eligible to become a member of Filmbay. Upon registering as a member you agree to use our Site in accordance with all terms and conditions outlined below. If you do not agree to these terms and conditions, do not use or access our services.

Filmbay can modify these terms and conditions and the contents of the Site, at any time, and without prior notice. Earlier versions of the terms and conditions have or will be archived and can be viewed at our archive.

These terms and conditions (including modifications) apply to all users of the Site and do not affect the terms or conditions of any other written or online agreement that you may have with Filmbay regarding any of its products or services.

If you agree with these terms and conditions, please click on the I Agree button at the end of this document in order to proceed to the Site.

II. Our Services

Filmbays services are designed to bring together members of the global independent film community, to showcase, buy and sell their own creative products, whether scripts, films, movies, music, academic works or artwork and so on. Filmbay also offers its users the facility to communicate, collaborate and share their experiences with each other in forums related to film in general.

III. Membership Eligibility

In order to become a member of Filmbay and use the services provided at our Site you must be at least 18 years of age. In addition individuals using this Site must be able to form legally binding contracts under applicable law. The terms of membership also demand that when you complete our Site registration form you provide true, precise and current information about yourself and guarantee to update and keep current your registration information. Filmbay reserves the right to suspend or terminate your membership, should you provide false or inaccurate information about yourself, or should you engage in prohibited activity as outlined below in the Member Conduct section.

IV. Fees

We charge every new member an initial fee that is outlined and specified in our price list. There are no refunds of the initial member fee. We do not charge for all services; however, for a detailed list of what is free and what is not, please view our price list. Before you partake in any activity on our Site you must review and accept the fees that you will be charged. Filmbay reserves the right to make changes to its fees at any time. Fee changes will be posted at the Site at least two weeks in advance.

V. Member Conduct

All members must abide by the rules laid out in this section. What follows are some actions (uploading, posting or otherwise transmitting) that are prohibited on our Site:

1) Using copyrighted material without permission of the owner or Producer.

2) Posting information on the site that is illegal, unlawful, vulgar, obscene, pornographic in nature, exploitative of children, propagandistic, harassing, threatening, tortuous, libelous, ethnically objectionable, invasive of privacy, cruelty to animals, terrorist activity, racist or any information that is deemed as such by Filmbay.

3) Manipulating headers or parts of the Site in order to disguise transmitted content.

4) Content that involves patented, trademarked, copyrighted or trade secret material, without the owners permission, or infringes the owners rights. Filmbay does not control the information or material posted by means of its services and thus does not accept any liability or responsibility whatsoever for it.

5) Information that is subject to a law or a contractual relationship, which prohibits you to transmit it.

6) Engaging in hacking, placing viruses or computer code on the Site.

7) Intentional or unintentional violation of any applicable, local, national or international law.

8) Placing links to other Sites.

9) Impersonation of another person or entity.

10) Use our Site to send unsolicited, or unauthorized advertising, 'spam', or any other form of solicitation.

11) Interfere with the network and servers connected to our Site.

12) Harass us, members of our team, or another member using our services or the Site.

13) Collecting or storing another users or members personal or other data.

14) Installing back doors or giving access to sites that are not on Filmbay.

15) Registering more than one account on Filmbay.

Filmbay reserves the right to remove anything, at any time, posted to its Site that it deems inappropriate, harmful, unlawful or in contravention of the above prohibitions. Members disregarding the conduct outlined above may have their membership suspended or terminated. This applies to all users of our Site.

VI. Privacy

VII. No Warranties or Representations

Filmbay, its employees and suppliers provide our Site and services 'as is' and without any warranties or representations of any nature or kind whatsoever. The user agrees to use the Site at his/her own risk. Filmbay does not warrant any information, content, products or services on or through its Site or any linked web sites, even if it may be false, incorrect or otherwise faulty. Filmbay makes no warranty that the services provided on the Site will meet your expectations or requirements.

VIII. Limitation of Liability

The content of the Site may contain errors or inaccuracies. Filmbay does not guarantee the accuracy, validity or completeness of any information on its Site and is not responsible for disruptions, delays or sever downtime related to its services, including negligence. Your use of the Site is at your own risk. You agree that Filmbay is not liable for any damages, lost profits or any incidental, special or consequential damages that evolve out of or in connection with our Site, services or this user agreement. Regardless of where you, the user, are located, you waive any right to file claims against us based on domestic or international law or any law of another country. You also waive the right to file any claims against second and third party entities associated with us. By using the Site or becoming a member of Filmbay you agree to this limitation. If you disagree, please do not use the Site nor become a member.

IX. Indemnity

By using this Site or becoming a member of Filmbay you agree to indemnify and hold us harmless from any claim or demand, made by any third party due to or arising out of your breach of this User Agreement or any documents it incorporated by reference, or your violation of any law or any rights a third party may have.

X. Legal Compliance, Applicable Law and Jurisdiction

You agree to comply with all applicable regional, domestic and international laws when using our services on our Site. These terms and conditions and any dispute concerning the use of the Site will be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in the Province, without giving effect to any principles of conflict of laws. Any such disputes will be resolved exclusively by a court of competent jurisdiction.

XI. No Resale of Services

You agree not to duplicate, copy, reproduce, sell, resell or misuse any segment of the services or the Site, or access to the services or the Site.

XII. Modifications to the Services

Filmbay reserves the right to modify or discontinue, permanently or temporarily, its services, or any part of them, with or without notice, at any time and from time to time. You, as user, agree that Filmbay will not be held liable to you or to any third party for any discontinuance or suspension of the services or any part of them. This also applies to modifications of the services.

XIII. Termination

You agree that Filmbay may terminate the Filmbay Site, your usage of its services, your password and delete any content within the services, for any reason in its sole discretion. Please note that violation of these terms of use may result in an immediate suspension, or even termination of your membership. You also agree that Filmbay will not be liable to you or any third party for any termination of your access to our services.

XIII. Links

Filmbay may provide users with links to other web sites, not owned by Filmbay, solely for your convenience. Filmbay has no control over such sites and is not responsible for the content and availability of such sites. You agree and acknowledge that Filmbay is not liable or responsible, directly or indirectly, for any loss or damage caused by the user accessing and using content on such sites. As outlined in the member conduct section earlier you may not post any links of any sort to any other sites. This applies to all areas of the Site including, but not limited to chat, newsgroups, user forums and communication tools.

XIV. Framing, Deep-Linking and Tagging

You may not frame, deep-link, enclose or otherwise use in any manner any Filmbay trademark, logo, design, image, page layout, or other information displayed on the Site without the prior written consent of Filmbay. In addition, you may not use a Filmbay trademark, trade name, logo, slogan or product or service name in Meta tags or any other form of hidden text without the prior written consent of Filmbay.

XV. Intellectual Property

The Site and all materials on the Site are protected by copyrights, trademarks and other intellectual property laws and treaties, as well as other applicable laws. Such materials are owned by Filmbay, or they are used with the permission of their owners, unless indicated otherwise. These materials include, but are not limited to, photographs, images, illustrations, text, video and/or audio clips, designs, trademarks, logos, slogans, trade dress and other materials on the Site. Any use of these materials, without the specific written permission of Filmbay, is strictly prohibited. All rights reserved worldwide.

XVI. Licensing

The use of our shop and optioning service is bound by a licensing agreement between producers wishing to sell content in our shop, or option the rights to their content. This agreement cannot be altered our changed in any form. Filmbay does not allow users to post any content in our shop or optioning area. Instead a producer wishing to sell or option content has to be licensed by Filmbay. The licensing process involves the following steps:

a) Information Collection

A Producer has to submit two identical copies on CD or DVD of the content desired to be sold (or optioned) on Filmbay. These copies will not be returned.

You Must Own All Rights to Your Content: In order to license your film you must provide releases, contracts and agreements for all elements, including: Actors, All music, Logos, trademarks shown in frame - All clips from other sources. Acceptable Submission Formats are: CD, NTSC DVD, NTSC OR PAL VHS tape. Label Your Tape or Disk on spine and face of VHS or on DVD, include: Content title, Runtime, Producers name, Writers name, Director's name, Cast (complete), Production Year, Country (Where content was produced), Language, Subtitled in, Describe Your Film in 25-Word Synopsis, Screenings (List exact festival name), Awards, Film Type, Genre, Audience.

Rights & Clearances

With your application, you must submit written proof of the following:

Music: Yes, I have the rights to all the music used in my film.

Actors' Agreements: Yes, I have signed agreements from all the actors who appear in my film.

Logos & Trademarks: Yes, I have permission to use all logos, trademarks and copyrighted materials shown in my film.

Producer Contact Information

Name:

Company:

Phone:

Email:

Website:

Address 1:

Address 2:

City:

State/Province/ZIP:

Country:

A signed copy of this user agreement has to accompany your application.

b) Verification

The verification process involves review of all submitted material by Filmbay, its legal department and legal representatives. This process determines whether or not a producer is eligible for licensing.

c) License issuance

In the event that a license is issued, Filmbay will inform a producer in writing. By accepting the license, the producer temporarily grants Filmbay all rights related to the copyright of the content material. The producer understands that the content is distributed non-exclusively. A producer using our shop may terminate a license with Filmbay at any time, giving at least three months notice. After this period Filmbay shall revoke the license and transfer all rights related to the copyright of the content material back to the producer. A producer using our optioning service may terminate a license with Filmbay giving at least three months notice. After this period Filmbay shall revoke the license and transfer all rights related to the copyright of the content material back to the producer. A producer may not terminate a license while finalization of a concluded optioning process is underway. However, before an optioning process is concluded, i.e. while content is still up for optioning, a producer may cancel his or her content to be optioned on the Filmbay website - Filmbay has to be informed at least 3 days before the optioning process ends. Filmbay will then remove the content up for optioning and transfer all rights related to the copyright of the content material back to the producer. In such an instance the optioning license is automatically revoked, and, should a producer decide to resubmit the content, will have to reapply for a new optioning license. Upon completion of the optioning process, the license issued to a seller by Filmbay is automatically terminated. Filmbay issues royalties to licensed producers to be allowed either quarterly or bi-annually depending on the choice of a producer. In the event that Filmbay terminates a license, no royalties will be granted. Filmbay may refuse to issue a license at its own discretion. Filmbay also reserves the right to revoke and terminate a license at any time without notice.

XVII. Additional Terms

All information contained on this site is not legal advice. If you are in doubt or unclear about anything always consult a legal professional, such as an attorney, or lawyer. If you detect a user in violation of any of our outlined terms above please report them immediately to us. Always use common sense in dealing with other people and handle your private information with care. It is your responsibility to read and understand all the terms and conditions laid out in this user agreement before signing up. By signing up you maintain that you have read, understood and agree to all terms and conditions laid out in this user agreement.

XVIII. Comments or Questions

If you have any comments or questions about these terms of use or the Site, please send an email to us. or write to us. See 7) (b) for details.

Filmbay Ltd.

[Address]

Attention: [Name]

XVIII. Your Contact Information (Optional)

If you wish to receive communications from Filmbay about its services, please provide us with your name and preferred method of contact below. If you provide Filmbay with more than one method of contacting you, Filmbay may send you communications using any one of the methods provided. I have read, understood and agree to all terms set forth in this user agreement:

Name: ___________________________________

Email Address: ___________________________________________

Address: ______________________________________________________

Telephone Number: __________________________

Fax Number: ____________________________

I Agree.

Date:

Signature:

Print Name:

Version 1.0 (November 2012): This user agreement was prepared exclusively for Filmbay.com by Ridout & Maybee LLP – Canadas Intellectual Property And Technology Law Firm.

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