DECENTRALIZED PICTURES FOUNDATION, INC.

TERMS OF SERVICE

DECENTRALIZED PICTURES FOUNDATION, INC.

TERMS OF SERVICE

Last Updated: 5/19/2023

These Terms of Service (“Terms”) apply to your access to and use of the https://decentralized.pictures/ website and all sub domains, proprietary global filmmaking platform built on the public T4L3NT blockchain (the “Platform”), mobile application and other online products and services (collectively, the “Services”) provided by The Decentralized Pictures Foundation, Inc. (“DCP” or “we”). By clicking “I Accept” or by using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19. If you do not agree to these Terms, do not use our Services.

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

Privacy

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Statement https://about.decentralized.pictures/privacy-policy.

Eligibility

You must be at least 18 years of age to use our Services, and you must not have been previously suspended or removed from using our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

User Accounts and Account Security

You will need to register for an account to access some or all of our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, including maintaining the confidentiality of your password, and promptly notify us if you discover or suspect that someone has accessed your account. We assume no responsibility for any loss that you may sustain due to compromise of account credentials due to no fault of DCP or failure to follow or act on any notices or alerts that we may send to you. We reserve the right to reclaim usernames, including, but not limited to, on behalf of businesses or individuals that hold legal claims, including trademark rights, in those usernames. You agree that your account is not transferable and that in the event of your death, incapacity or unavailability, we may terminate any rights to your account or User Content.

User Content

Our Services allow you and other registered users of the Platform (each a “User”) to create, post, store and share content, including, but not limited to, messages, text, photos, videos, project submissions, such as full-length or partial scripts, character or concept sketches, trailers artwork, titles, and other works of authorship, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and DCP.

You grant DCP and its subsidiaries and affiliates, for the purposes of allowing other users of the DCP application to review your User Content for consideration for an award from DCP, a perpetual, nonexclusive, irrevocable, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

Prohibited Conduct and Content

​​By using the DCP application, you agree to follow the Community Guidelines, which may be found here. And which are incorporated by reference into these Terms of Service. In particular, you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. In addition, you will not:

Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

Use or attempt to use another user’s account without authorization from that user and DCP;

Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;

Sell or , resell or commercially use our Services;

Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;

Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;

Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;

Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;

Develop or use any applications that interact with our Services without our prior written consent;

Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

Bypass or ignore instructions contained in our robots.txt file; or

Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

As also provided in our Community Guidelines, you may not create, post, store or share any User Content that:

Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;

Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;

Impersonates, or misrepresents your affiliation with, any person or entity;

Contains any unsolicited promotions, political campaigning, advertising or solicitations;

Contains any private or personal information of a third party without such third party’s consent;

Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content;

In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose DCP or others to any harm or liability of any type; or

Otherwise violates our community standards as set forth in our Community Guidelines.

Enforcement of this Section 5 is solely at DCP's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

DCP Wallet; FILM Credits

As part of the Services, you will have access to and use of a digital wallet that allows you to store DCP’s digital tokens (“FILMCredits”), and to track, transfer and manage FILMCredits (“DCP Wallet”). Your account will be assigned a wallet upon your registration and completion of the KYC process (see Section 7 below regarding the KYC). Wallets on the Platform will be noncustodial wallets using Tor.us and Oath2 to encrypt your private keys.

You will have the option to choose between two types of DCP Wallets: (a) a local DCP Wallet, which allows you to store your own private key, and (b) a cloud-based DCP Wallet, for which DCP will store your private key and encrypt it in our database with your password.

If you elect to use a local DCP Wallet, you (i) will control your own private key, and we will have no responsibility to you with respect thereto, and (ii) acknowledge and agree that if you lose your private key, you will not be able to access your local DCP Wallet, you will lose all FILMCredits stored in your local DCP Wallet, and there is nothing we can do to recover them for you. If you elect to use a cloud-based DCP Wallet, we will control your public and private keys; however, if you forget your password, you will be able to reset it in order to access your private key.

You may use one of the following methods to receive FILMCredits:

I, (x) if you have a Coinbase account, you may transfer authorized tokens from your Coinbase account to our Coinbase account, and we will credit your DCP Wallet with the corresponding number of FILMCredits based on the current exchange rate at the time of crediting;

Y, or (y) you may send authorized tokens from another third-party wallet to our Coinbase account, and we will credit your DCP Wallet with the corresponding number of FILM Credits based on the current exchange rate at the time of crediting. Please see our FAQs https://decentralized.pictures/faq for a current list of authorized tokens.

You may use our credit card payment portal to purchase FILMCredits using fiat currency with your credit card. Please refer to the terms of service of our credit card payment processor, Simplex, here: https://www.simplex.com/terms-of-use You agree that any disputes, complaints, claims or errors relating to credit card transactions to purchase FILMCredits are solely with Simplex and any such disputes, complaints, claims or inquiries regarding credit card transactions will be directed to Simplex and not DCP. DCP hereby disclaims, and you agree to hold DCP harmless, for any losses you may incur or allege and/or any claims or disputes that may arise with respect to any credit card transactions for the purchase of FILMCredits on the DCP website.

DCP will also initially hold a pool of FILMCredits to incentivize early adopters of the Services, which will be distributed based on a “first come, first served” basis. For additional information, please see our FAQs https://decentralized.pictures/faq.

FILMCredit Sales. DCP may, at its sole discretion, offer to sell FILMCredits via the Platform at any time. DCP will set the purchase price for FILM Credits at its sole discretion. Users may purchase FILM Credits directly from the Platform for this price.

FILMCredit Buy-Backs. DCP may, at its sole discretion, offer users at any time to buy-back FILMCredits they own. If DCP elects to offer buy-backs of FILMCredits, this offer will be made to all users and this offer will be to buy-back any and all FILMCredits any user owns. DCP will have sole discretion to set the buy-back price; however, the amount at which DCP will offer to pay users for their FILM Credits will be equal to or lesser than the price at which FILM Credits are sold on the Platform.

DCP does not make any guarantee or other promise as to any results that may be obtained from using the Services. Content contained on or made available through the Site is not intended to and does not constitute legal advice or investment advice and no attorney-client relationship is formed.

Chargeback Policy. ​​You cannot cancel, reverse or change any purchase of FILMCredits marked as complete or pending on the DCP site. No refunds of completed or pending FILMCredit purchases on the DCP site will be given. This includes completed or pending purchases of the the Miner Packs (which include a 1001 FILMCredits, a Film Crew NFT and a Miner badge on the User’s DCP home page) during the BetaNet of the T4L3NT Network which began on December 15th, 2021. For further information regarding credit card chargebacks, please refer to the Terms of Service of our credit card provider, Simplex, provided above.

Platform-Specific Terms

The following section is intended to provide an overview of the Platform. For more specific information on these and other related topics, please see our FAQs https://decentralized.pictures/faq.

KYC Process. In order to register an account on the DCP website, stake, collect or otherwise interact with FILMCredits, You will have to complete our know-your-customer (“KYC”) and anti-money laundering process, which allows you to provide us with additional information in order to verify your identity. If you choose not to go through the KYC process, you acknowledge and agree that your ability to participate in the Services may be limited (e.g., you may not be able to view certain projects, participate as a Moderator, etc.). If you choose to participate in the KYC process, you must provide accurate information and promptly contact us to update this information if it changes, and you represent and warrant that all information provided by you as part of the KYC process is accurate and complete.

Types of Users. There are four primary types of users on the Platform: (a) Submitters, (b) Moderators, (c) Reviewers, and (d) Evaluators. Any user can be one or more types, although certain types of users may require additional qualifications or actions. For example, to become a Moderator, you must have a Reputation Score (defined below) in at least the 75th percentile across all users, undergo a separate KYC process and pay a deposit in FILMCredits.

Submitters: Submitters create original content and submit their projects (“Projects”) for evaluation and review via the Platform. Projects are ideas for a documentary or scripted film, or potentially other media. As discussed more fully herein, Submissions of Projects include, but may not be limited to, full-length and partial feature scripts, look-books, animations, trailers, reference materials, treatments, character sketches and one sheets, completed videos or any other User Content for which a User seeks Review or Evaluation.

Moderators: Moderators are responsible for reviewing project submissions and reviews to ensure compliance with our Community Guidelines and these Terms of Service community standards. Moderators earn a percentage of the Reward Pool (defined below) associated with the projects and reviews they moderate. To become a Moderator, you must have a Reputation Score (defined below) in a certain percentile across all users and pay a deposit in FILMCredits.

For additional information on how to become a Moderator, how Moderators are compensated, the moderation process, and the appeals process for moderation decisions, please see our FAQs https://decentralized.pictures/faq.

Reviewers: Reviewers provide comprehensive written feedback on a project, which can then be “upvoted” by other users.

Evaluators: Evaluators vote on projects on a variety of categories by submitting a numerical score from 0-10.

Submissions. Submitters will submit standard-form descriptive overview of their project along with any additional materials that demonstrate their vision and/or finalized content for review on the Platform. Project submissions must be made in an acceptable format, which includes formats that may be technologically submitted and stored within the DCP system and may be viewed by other Users on the DCP application. As to the content of Submissions, Submitters are permitted to submit any material they wish to present their material to the community, provided that it complies with our Community Guidelines and these Terms of Service. Possible submission materials include, but are not necessarily limited to full-length and partial feature scripts, look-books, animatics, trailers, reference materials, treatments, character sketches and one sheets or completed videos. For the avoidance of doubt, all such project submissions will constitute User Content under these Terms.

Awards and Award Rounds. Periodically on the DCP application, DCP will post awards (“Awards”) of various types for Submitters to make Submissions to vie for these Awards. Awards may be in a number of forms, including, but not limited to, offers of financing, mentorship and guidance from an established filmmaker, production support such as equipment discounts, film school scholarships, etc. As described more fully below, the DCP community will review, evaluate and select the finalist Submissions for each Award offered. The period during which this review and determination takes place is an Award Round. Award Rounds are divided into essentially two phases, the time period during which Users may make Submissions, (the “Submission Period”), and the period during which the community may review and evaluate Submissions, (the “Evaluation Period”)

Submission Fee. Submitters must paystake ​​a submission fee (“Submission Fee”) in FILMCredits for each Project they submit to the Platform during an Award Round., The amount of the Submission Fee will be determined at DCP’s sole discretion and will be set in fiat currency. The Submission Fee in FILMCredits will be the exchange rate from the fiat currency amount of the Submission Fee at the time a Submitter makes their Submission. A portion of the Submission Fee will be allocated to pay Moderators for moderating the Submission. The amount allocated by Moderators shall be determined at DCP’s sole discretion, as necessary to properly encourage Moderation. The majority of the Submission Fee will be allocated to comprise the Reward Pool (“Reward Pool”).which will be placed into a reserve pool to reward Moderators, Evaluators and Reviewers for their work and input (“Reserve Pool”). Submitters can also choose to pay additional FILMCredits as part of their project submission to augment the Reward Pool and encourage more feedback on their project (“Reward Pool”).

Before a project is made available on the Platform, it must go through the moderation process, which involves review and approval or rejection by a Moderator. The Moderation is based on the Community Guidelines and these Terms. Any Submitter who is denied publication of their content on the Platform as a result of the Moderation process can appeal the decision. Please see our FAQs https://decentralized.pictures/faq for more information about the appeals process.

Submissions may only be reviewed during the Evaluation Period. The Evaluation Period will generally begin at the tail end of or after the Submission Period. DCP will set the length of the Evaluation Period at its sole discretion.

Each submitted project will have an evaluation period, which is the time period after a project is approved during which other users can evaluate and review the project (“Evaluation Period”). At the conclusion of the Evaluation Period, the Reward Pool for a Submission will be divided up and distributed to Reviewers of that particular Submission. The minimum Evaluation Period will be 15 days; however, Submitters can extend the Evaluation Period for an additional fee.

Before a project is made available on the Platform, it must go through the moderation process, which involves review and approval or rejection by a Moderator. Any Submitter who is denied publication of their content on the Platform as a result of the Moderation process can appeal the decision. Please see our FAQs https://decentralized.pictures/faq for more information about the appeals process.

Evaluations. Evaluations provide Submitters with a quantitative rating of a project. Evaluations are votes for projects that range from 0 to 10 in single decimal increments either globally or according to specific curation categories, which enable Evaluators to give a more specific rating by limiting the scope of considerations. All evaluation votes are recorded on the blockchain. DCP will set the curation categories for each Evaluation Period for a particular Award Round. Curation categories will be based on the type of film projects that are submitted for a given Award Round. For example, plot will apply to scripted projects but not documentary projects. Examples of curation categories include commercial viability, characters, plot, social impact, and storyline. For a list of all current curation categories, please see our FAQs https://decentralized.pictures/faq. In addition to users of the Platform, members of the DCP Foundation Board of Directors and other industry professionals will have the ability to evaluate projects. DCP reserves the right, at its sole discretion, to revise and amend the manner, criteria and format in which Evaluations are made. DCP’s goal is to obtain the most effective and insightful review and assessment of Projects, and thus may amend Evaluation criteria on this basis.

Reviews. Reviews provide Submitters with qualitative, written assessments of a project that are more comprehensive than an evaluation. These reviews can be “upvoted” by other users if they think the review positively contributes to a project’s overall assessment. Upvoting of Reviews adds more weight to the Reviewers corresponding Evaluation.Moderators check all reviews against our Community Guidelines, these Terms and other community standards before a review is made public on the Platform. In addition to users of the Platform, members of the DCP Foundation Board of Directors and other industry professionals will have the ability to review projects.

Weighted Voting. The Platform uses a weighted voting system where the relative weight of each evaluation or review is subject to several factors, including stake, reputation score, timing and FILMCredit holdings. The algorithm determining the weight each of these factors is given is set forth in The Declaration of Independent Film, the position paper put forth by DCP, provided here. three factors:

Stake (40%): Reviewers and Evaluators can stake FILM CreditsFILM Tokens when they submit reviews or evaluations.

Reputation Score (20%): Votes of Reviewers and Evaluators with a higher Reputation Score will be weighted higher than the votes of users with a lower Reputation Score. See the discussion of Reputation Score below for a fuller explanation of this measure.

FILM CreditToken Holdings (5%): This is a percentage of FILM CreditToken holdings compared to the rest of the Evaluators and Reviewers for the same submissions, taken as the average of the user’s FILM CreditToken holdings during the entire Evaluation Period.

Confidence Score (5%): This is a percentage of FILM CreditToken holdings staked to a project compared to the users FILM CreditToken holdings during the entire Evaluation Period.

Timing Score (10%): This is determined by the timing of the User’s review or evaluation. If a user decides to amend or change their review or evaluation this score will be recalculated.

Stake. The amount of FILMCreditsFILM Tokens staked to an evaluation or review will add to the weight of that evaluation or review and potentially increase the Evaluator or Reviewer’s rewards as well as their Reputation Score. Staked FILMCreditsFILM Tokens are held, or locked-up, until the Evaluation Period is completed, at which point they are released by the rewards smart contract back to the Evaluator or Reviewer. Evaluators and Reviewers may stake FILMCredits to only one Project at a time, and staked tokens cannot be used for other purposes on the DCP application while they are staked, including, for example, to pay a Submission Fee, staking on other Projects, augmenting a Reward Pool, being sold back to the Platform or disposed of in any other way..

Reputation Score. The TAs a general rule, the votes of a User with a higher reputation a User possesses on the Platform (“Reputation Score”) is the biggest factor in determining the overall weight of a User’s vote as compared to other Users’ votes on a given Project. will be weighted higher than the votes of a User with a lower reputation. All new users will start with a Reputation Score of zero (except users who choose to go through the KYC process, who will earn reputation points for doing so), and will increase their Reputation Score by interacting on the Platform. Many factors impact a user’s Reputation Score. A significant factor affecting a User’s Reputation Score , but the primary factor for Evaluators and Reviewers is the User’s past performance in selecting the ultimate winning Submission (i.e., the accuracy of your evaluation or review of a project taking into account other users’ evaluations and reviews). Submitters can also increase their Reputation Score based on their own Project submissions if their P project is positively evaluated or selected for financing. Reputation Score may also be increased by performing well on the film knowledge quizzes, there may be maximum caps set for reputation available to be earned from participating in quizzes. Overall engagement and participation in the Platform also affects Reputation Score. If a User Reviews and Evaluates a large number of Submissions as compared to other Users, this will increase the User’s Reputation Score. For additional information on the specific algorithms and formulas used for determining your Reputation Score, please see our FAQs https://decentralized.pictures/faq.

Rewards. At the conclusion of a Review Period, Evaluators and Reviewers will be rewarded FILMCredits for their Evaluations and Reviews. Rewards come from the Reward Pool for a specific project. The amount of Rewards that each User will receive will be based on the same algorithm referenced above that determines the rankings of the Submissions in the Award Round. Thus, timing, stake, if any, Reputation Score, and FILMCredit holdings as well as upvotes in the case of Reviewers factor into the share of the Reward Pool an Evaluator/Reviewer receives. For more information about the algorithms for determining rewards, please see our FAQs https://decentralized.pictures/faq.

Creative Queries. Users may also solicit specific creative feedback from the community by creating a Reward Pool available to other Users who provide their opinion on a query posed. based on voting, scoring, or other opinions within a set time period. For example, a User can request input on a shooting location for a particular scene or have other Users vote on their preferred trailer or casting choice. The FILMCredits in the Reward Pool offered by the User submitting the Creative Query will be paid out to other Users who provide their votes and opinions. At the end of the set time period, the smart contract holding the Reward Pool will distribute the FILMCreditsFILM Tokens in the Reward Pool to responding participants.

Rewards. Evaluators and Reviewers will be rewarded FILMCredits for their contributions to the evaluation and review process. Rewards come from the Reserve Pool for a specific project. The amount of rewards that each user will receive will depend on their stake, if any, Reputation Score, and FILMCredit holdings as well as upvotes in the case of Reviewers. For more information about the algorithms for determining rewards, please see our FAQs https://decentralized.pictures/faq.

Funding. Submissions that receive the highest ratings from users in a particular competition will be eligible for financing by the fund set up by DCP for such purposes. Users with Submissions eligible for financing will need to enter into a separate agreement with DCP outlining the terms and conditions of such financing. All such financing agreements will be negotiated on a case-by-case basis.

Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by DCP or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to access and use our Services for your own personal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

Trademarks

Decentralized Pictures, T4L3NT Net and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of DCP and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about DCP or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in DCP’s sole discretion. You understand that DCP may treat Feedback as non confidential.

Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of Users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify DCP’s designated agent as follows:

Designated Agent: Michael Musante

Address: 1633 Cosmo St, Los Angeles, CA 90028

E-Mail Address: claims@decentralized.pictures

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to DCP for certain costs and damages.

Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. DCP does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless DCP and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “DCP Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify the DCP Parties of any third-party Claims, cooperate with the DCP Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the DCP Parties will have control of the defense or settlement, at DCP's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and DCP or the other DCP Parties.

Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, DCP does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While DCP attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

You acknowledge that your account data may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, viruses or other harmful materials, protocol changes, Forks (defined below), Internet outages, node outages or failures, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside DCP’s control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Services.

DCP does not own or control the underlying software protocols that govern the operation of FILMCredits. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. DCP is not responsible for operation of the underlying protocols and DCP makes no guarantee of their functionality, security, or availability. The underlying protocols are subject to sudden changes in operating rules ("Fork"), and such forks may materially affect the name, value and function of FILMCredits. In the event of a Fork, DCP may suspend Services and DCP may, in its sole discretion, decide whether or not to support (or cease supporting) the original FILMCredits and the Forked version. You acknowledge and agree that DCP shall have no responsibility or liability whatsoever with respect to Forked, alternative or derivative chains which may emerge from time to time, including but not limited to, unsupported Forked versions of FILM Credits arising from or enabled by same.You acknowledge and agree that DCP assumes absolutely no responsibility whatsoever in respect of an unsupported Forked version of FILMCredits.

DCP does not support any digital currencies or tokens other than FILMCredits. Under no circumstances should you attempt to use your DCP Wallet to store, send, request, or receive digital currencies or tokens in any form that are not FILMCredits. DCP assumes no responsibility or liability in connection with any attempt to use the Services for any digital currency or token that is not a FILMCredit.

Limitation of Liability

To the fullest extent permitted by applicable law, DCP and the other DCP Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if DCP or the other DCP Parties have been advised of the possibility of such damages.

The total liability of DCP and the other DCP Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to use our Services, if any.

The limitations set forth in this Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of DCP or the other DCP Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Release

To the fullest extent permitted by applicable law, you release DCP and the other DCP Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Suspension, Termination, and Cancellation

DCP may: (a) suspend, restrict, or terminate your access to any or all Services, or (b) deactivate or cancel your account if: (i) we are so required by a subpoena, court order, or binding order of a government authority; (ii) use of your account is subject to any pending litigation, investigation, or government proceeding or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity; or (iii) you take any action that we deem as unacceptable use or conduct. DCP may also terminate any project, creative query or review that we deem to be a violation of these Terms.

If DCP suspends or closes your account or terminates your use of the Services for any reason, we will attempt to provide you with notice of our actions unless a court order or other legal process prohibits DCP from providing you with such notice. You acknowledge that DCP’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to DCP’s risk management and security protocols. You agree that DCP is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer or redeem FILMCredits for 90 days after account deactivation or cancellation, unless such transfer or redemption is otherwise (x) prohibited under the law, including but not limited to applicable sanctions programs, (y) prohibited by a subpoena or court order, or (z) prohibited by any limitations imposed on DCP by our service partners. You may cancel your account at any time by withdrawing all balances and contacting customer support at support@decentralized.pictures. You will not be charged for canceling your account.

Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with DCP and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and DCP agree that any dispute arising out of or related to these Terms or our Services is personal to you and DCP and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or DCP seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or DCP seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and DCP waive your rights to a jury and waive your rights to have any dispute arising out of or related to these Terms, our Services or your use of the DCP website resolved in a court. trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against DCP or relating in any way to the Services, you agree to first contact DCP and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to DCP by email at claims@decentralized.pictures or by certified mail addressed to Decentralized Pictures Attn: Claims Dept. 1633 Cosmo St, Los Angeles, CA 90028. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and DCP cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Los Angeles San Francisco, California or may be conducted telephonically or via video conference for disputes alleging damages less than $10,000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and DCP agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, DCP, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and DCP agree that for any arbitration you initiate, you will pay the filing fee and DCP will pay the remaining JAMS fees and costs. For any arbitration initiated by DCP, DCP will pay all JAMS fees and costs. You and DCP agree that the state or federal courts of the State of California and the United States sitting in Los AngelesSan Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and DCP will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 19 by emailing us at opt-out@decentralized.pictures. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.

If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought via out of arbitration, and the remainder of this Section 19 will be enforceable.

Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los AngelesSan Francisco, California.

Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Miscellaneous

The failure of DCP to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You may not assign any rights or licenses granted under these Terms. We reserve the right to assign our rights without restriction, including without limitation to any DCP affiliates or subsidiaries, or to any successor-in-interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to suspension or termination, account cancellation, general use of the Services, disputes with DCP, and general provisions, shall survive the termination or expiration of these Terms. We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, epidemic, strike, or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions. You agree that communications and transactions between us may be conducted electronically.

General Rules & Instructions for Decentralized Pictures Awards

Greetings!

We want to thank you for joining the Decentralized Pictures Foundation, Inc. (“DCP”) Community and participating by submitting film project proposals and/or reviewing and/or participating in other ways on the DCP Application (“DCP App”).

These General Rules & Instructions below apply to all financing and other Awards offered through the DCP App. The Rules & Instructions below are the default rules and instructions for all Awards. Therefore, if differing rules and/or instructions (“Award Specific Rules & Instructions) are provided in the individual description of a particular Award offered on our application, then those particular terms shall control, and those particular terms shall supercede the corresponding Rules & Instructions provided here, but the rest of the Rules & Instructions provided below shall also apply to that Award.

These General Rules & Instructions may be updated from time to time at the sole discretion of DCP. Therefore, you should check back regularly for any updates.

By participating in the DCP website in any manner, including but not limited to, in an Award Round as either a Submitter, Reviewer or both, User is entering into an agreement with DCP to accept and abide by the terms, conditions, rules and instructions contained in these General Rules & Instructions and the Award Specific Rules & Instructions for the given Award Round in which the User participates.

NO PURCHASE OR PAYMENT IS NECESSARY TO ENTER OR WIN AN AWARD ROUND.

Each Award Round is conducted by DCP. An Award Round is a submission and review period during which the DCP community may submit film projects and other community members may review submitted film projects for consideration for a specific award, financing or otherwise, offered by DCP.

Each Award Round is open to any registered user (“User”) on the DCP App, unless otherwise specified in the Award Specific Rules & Instructions. A User is any individual residing anywhere in the world who has completed account registration and has undergone the KYC process on the DCP App. By way of example, Award Specific Rules & Instructions may specify certain demographic eligibility, subject matter or format requirements. All Users who submit film project proposals in an Award Round (“Submitters”) may contend for the Award offered in a given Award Round. Awards may include an offer of financing for the winning film project, a chance to meet with one of our top talent agency partners, mentorship from one of our filmmaker partners, an equipment package at a discount, a scholarship to a film training program etc. This is not an exhaustive list of the types of awards that may be offered on the DCP App.

ELIGIBILITY

In general, each Award Round is open to any User residing anywhere in the world, unless otherwise specified in the Award Specific Rules & Instructions or where prohibited by law.

Employees, officers, directors, contractors and agents (and their immediate families and household members regardless of where they live, or members of the same households (whether related or not) of The Decentralized Pictures Foundation, Inc. and its respective divisions, affiliates, subsidiaries, and agents, (collectively, the “Released Parties”), are not eligible to participate in an Award Round, but may earn FILMCredits by reviewing, participate in daily film knowledge quizzes and participate in all other activities on the DCP App.

Winning projects are not eligible to re-enter in future DCP Award Rounds. However, all other projects that have not won an Award Round may be resubmitted in future DCP Award Rounds.

Void where prohibited or restricted by law.

HOW TO ENTER

The exact period of time (the “Submission Period”) during which film projects may be submitted for each Award Round will be specified in the Award Specific Rules & Instructions for each respective Award Round. Most Submission Periods will last for four weeks, although differing Submission Period lengths may be specified in Award Specific Rules & Instructions. Submitters may only submit a Submission to vie for the particular Award offered in the Award Specific Rules & Instructions during the Submission Period specified therein.

Users who review Submissions are referred herein as “Reviewers”. Any and all Users may be Reviewers and need not submit a Submission to participate in this manner. Reviewers may earn FILMCredits for being Reviewers during an Award Round, participating in film knowledge quizzes and other ways, as described below.

Reviewers may review Submissions beginning at the commencement of the period of review specified in the Award Specific Rules & Instructions (the “Review Period”). Most Review Periods will last for four weeks, although differing Submission Period lengths may be specified in Award Specific Rules & Instructions.

SUBMISSION FEES AND BOUNTIES

In order to make a Submission, Users must pay a submission fee in FILMCredits in the amount specified in the Award Specific Rules & Instructions (the “Submission Fee”). You may, but do not have to, buy FILMCredits to make a Submission.

During the first week after launch of the DCP App or for up to the first 15MM FILM sold, whichever is earlier, FILM will be sold at a price of US$0.25. Upon the end of the first week following launch of the DCP App, or once the allocated number of FILM are sold, pricing will be updated at DCP's sole discretion or based upon a market value, if and when a market emerges.

Currencies that are accepted for purchasing FILMCredits include: USD, or the USD equivalent of Bitcoin, Ethereum, Bitcoin Cash, USDC, DOGE, and Litecoin. DCP may change this at any time at its sole discretion.

You may also pay a Submission Fee with FILMCredits earned by being a Reviewer and/or by participating in other ways on the DCP App, such as by participating in film knowledge quizzes. Users may also send FILMCredits to other Users, and therefore, one User may obtain enough FILMCredits from another User to make a Submission.

In addition to making a Submission, Users may also use FILMCredits they own to stake on their votes on a particular Submission, which adds weight to the User’s vote, (as described more fully below), or augment the size of a Reward Pool (as defined below) of a Submission.

The amount of the Submission Fee will be allocated to comprise the “Reward Pool” of a Submission. The Reward Pool is the sum of FILMCredits that will be rewarded to all Reviewers who have reviewed and voted on the particular Submission for which that Reward Pool applies (as described more fully herein). While the minimum Reward Pool is the amount of the Submission Fee, Submitters may augment their Reward Pool with additional FILMCredits to incentivize additional review of their Submission. Reviewers who especially like a particular Submission may also augment the Reward Pool of that Submission to support that project.

SUBMISSIONS

The particular format of the film project that is eligible to be submitted in a given Award Round, and thereby win the Award, will be specified in each Award Round’s Award Specific Rules & Instructions. The particular types of film formats for which Awards may be offered on the DCP App is unlimited, and DCP will seek to offer Awards for many different types of formats, including, but not limited to, scripted and unscripted, feature and short form, television, virtual reality, and music videos.

Unless otherwise specified in the Award Specific Rules & Instructions, the particular types of materials you may include in a Submission are essentially unlimited, as long they comply with the Terms of Service and Community Rules and do not include any hate speech, pornography or speech that is intended to incite to violence. To enter your materials electronically, you must submit using the online portal on the DCP App.

Unless otherwise specified in the Award Specific Rules & Instructions, all Submissions should, but need not, consist of at least the following. If the Award is for finishing funds, a video sample of your project, which can be up to ten percent of your film, a teaser, trailer, test, sizzle or other sample video as you see fit. All videos uploaded to the site have a maximum size of 1 GB. You may also, if you wish, include in your Submission other supporting materials as you see fit, such as a selfie-style pitch video (all such pitch videos must be 5 minutes or less), storyboards, a written treatment, a full-length screenplay (approximately 80 to 120 pages) or teleplays (hour-long approximately 40 to 70 pages, half-hour approximately 20 to 35, half-hour multi-camera with double-spaced dialogue approximately 50 to 60) in standard industry format for motion picture screenplays and teleplays, written in English. Submitters may also include in their Submission materials a character study or analysis, a case study for documentaries, etc. What you submit is up to you to make the best case to the community for why you should receive the Award.

Do not include or submit any contact information or any unnecessary identifying information, such as home address, on any materials.

Multiple Submissions

Users may make multiple Submissions for different film projects. Each Submission must be for one particular film project, and one film project may only be submitted once for each Award Round. Multiple Submissions can not be made for the same film project. Each Submission requires a separate Submission Fee in FILMCredits in the amount specified in the Award Specific Rules & Instructions.

Co-Writers and Financing Awards Division

Projects authored by multiple parties may be entered into the contest. Only one entry fee is required for such Submissions. However, all projects for which Submissions are made must have proper permissions by all intellectual property owners or interested parties. If it is determined at any time that such permissions have not been obtained for a given Submission, DCP may disqualify that Submission from winning an Award.

Revisions, Reversals, and Resubmissions

In order to run a fair contest for all Users who make Submissions, revisions or missing pages will not be accepted under any circumstances once a Submission has been received by DCP.

Once a Submission has been submitted and the Submission Fee in FILMCredits has been processed, no reversals will be issued.

Ownership and Industry Release

All Users who make Submissions retain all rights to their Submissions.

By making a Submission, you represent and affirm that your Submission is an original creative work, and does not infringe, misappropriate or violate the copyright, trademark or other intellectual rights of any third party. If DCP determines at any time that your Submission is not an original work and does infringe, misappropriate or violate the copyright, trademark or other intellectual rights of any third party, then DCP reserves the right to disqualify your Submission from consideration for an Award.

By making a Submission, you acknowledge and agree that the DCP application receives numerous submissions of ideas, stories and scripts, and that your entry, and the ideas and stories embodied in it, may be similar or identical to other material already received on the DCP application. You also agree that you are not entitled to any compensation or credit for any such other material. We recommend all Submitters to protect their work by filing it with the U.S. Copyright Office or the appropriate similar entity in their relevant jurisdiction.

Judging Winners and Finalists

Submissions will be judged by the entire User community based on votes and reviews received by Users who wish to review and/or vote.

Reviewing and voting may be performed by Users on the DCP application. Additional instructions for reviewing and voting are provided at this address.

The reviewing and voting process will result in at least three (3) finalist Submissions (“Finalists”). The voting and reviewing will be tabulated according to DCP’s proprietary vote weighting algorithm (the “Voting Algorithm”). In plain English, the Voting Algorithm quantifies the weight of each vote based on the particular vote’s importance to the Reviewer community’s decision-making process.

Earning FILMCredits

Users who review and/or vote, i.e. Reviewers will be awarded FILMCredits in the Bounties. The amount of FILMCredits in each Reward Pool awarded to Reviewers will be based on the Reviewer’s voting for that particular Submission according to the allocation algorithm (“Allocation Algorithm”). The Allocation Algorithm uses the same math as used in the Voting Algorithm to determine how FILMCredits are allocated to Reviewers for their voting and written review activity. Put another way, the more weight a given vote receives by the community, the greater the share of the Submission’s FILMCredit Reward Pool the Reviewer will receive.

Release and Limitations of Liability

By participating in an Award Round, either as a Reviewer, Submitter or both, agree to release and hold harmless the Released Parties from and against any claim, damage, cost, fine, expense, obligation, liability, or cause of action of any kind arising out of participation in the Award Round or receipt or use of any Financing Awards or FILMCredits earned, including, but not limited to: (a) any technical errors that may prevent an User from making a Submission; (b) unauthorized human intervention in the Award Round; (c) printing errors; (d) errors in the administration of the Award Round or the processing of Submissions or votes; or (e) injury, death, or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from User’s participation in the Award Round or receipt of any Financing Awards or FILMCredits earned. Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Submissions. Released Parties are not responsible for any problems or technical malfunction of any telephone network or telephone lines, computer online systems, servers, or providers, computer equipment, software, failure of any email or Submission to be received by DCP on account of technical problems, human error or traffic congestion on the Internet or at any application, or any combination thereof, including any injury or damage to User’s or any other person's computer relating to or resulting from participation in the Award Round or downloading any materials or accessing any application relate to the Award Round. In no event shall the Released Parties be liable for attorney’s fees. User waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages.

Notification of Winners, Finalists FILMCredit Earnings

The reviewing and voting process will result in at least three (3) Finalists, as described above. The voting and reviewing will be tabulated according to the Voting Algorithm, as described above.

The winning Submission (the “Winning Submission”) will be selected from the Finalists by DCP.

DCP will select the Winner following the end of the Review Period on or after the date specified in the Award Specific Rules & Instructions.

Financing Awards, Finalist Status and FILMCredits Earned

If the Award is an award for financing, the Submitter(s) of the Winning Submission will receive a non-transferable option to enter with DCP into a financing agreement (the “Financing Agreement”) for the amount of the Award specified in the Award Specific Rules & Instructions (the “Investment”) to finance the completion of the Winning Submission. Pursuant to the Financing Agreement, DCP shall be an equity financier of the Winning Submission with the right to recoup the Investment, plus an additional premium of twenty percent (20%) of the Investment, plus a share of any profits from the sale or distribution of the Winning Submission, if any. The additional terms and conditions of the Financing Agreement will be negotiated in good faith between DCP and the Submitter(s) of the Winning Submission.

Other types of Awards, such as mentorship, discounts for use of post facilities or filming equipment, or meetings with certain talent agency and management company partners of DCP, will be specified in the Award Specific Rules & Regulations.

For Awards that include meetings with talent agency and management company partners of DCP, DCP will set up the recipient with the meeting. DCP, however, makes no promises or guarantees nor any representations as to the success or outcome of such meetings. The meeting may not result in any further connection or business relationship between the talent agency, management company or DCP on the one hand and the recipient User on the other.

Reviewers will receive FILMCredits for reviewing Submissions during an Award Round. FILMCredits earned during an Award Round will be distributed to Reviewers following the completion of the Review period. The amount of FILMCredits a Reviewer earns will be determined by the Allocation Algorithm discussed above.

Additional General Provisions

ADDITIONAL CONDITIONS: By accepting a Financing Award or FILMCredits earned, the Submitter(s) of the Winning Submission and Users who have earned FILMCredits agree to release and hold harmless the Released Parties from and against any claim or cause of action arising out of participation in the Award Round, receipt or use of earned FILMCredits, or receipt or use of the Investment. The Submitter(s) of the Winning Submission and Users who have earned FILMCredits will be responsible for all local, state, and federal taxes associated with the receipt of the Investment, if any. The Submitter(s) of the Winning Submission are solely responsible for all matters relating to the Investment after it is awarded, including but not limited to any tax liability. If the Submitter(s) of the Winning Submission and DCP are unable to negotiate and execute the Financing Agreement, or notification to the Submitter(s) of the Winning Submission is returned as unclaimed or undeliverable, if the Submitter(s) of the Winning Submission cannot be reached or do(es) not comply with the DCP’s notification instructions within three (3) days from the first notification attempt, or if the Submitter(s) of the Winning Submission is/are not in compliance with these General Rules & Instructions or Award Specific Rules & Instructions, then such person(s) may be disqualified and, at DCP’s sole discretion, an alternate Winning Submission may be selected.

By accepting the Investment, where permitted by law, the Submitter(s) of the Winning Submission grant to the Released Parties and those acting pursuant to the authority of DCP and the Released Parties (which grant will be confirmed in writing upon DCP’s request), the right to print, publish, broadcast and use worldwide IN ALL MEDIA AND IN PERPETUITY without limitation at any time their full name, portrait, picture, voice, likeness and/or biographical information for advertising, trade and promotional purposes without further consideration, and without review, approval or notification. IN NO EVENT WILL RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES) ARISING OUT OF PARTICIPATION IN AN AWARD ROUND OR THE ACCEPTANCE, POSSESSION, USE, OR MISUSE OF, OR ANY HARM RESULTING FROM THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF FILMCREDITS OR THE INVESTMENT. By participating in AN AWARD ROUND, Users release and agree to hold harmless the Released Parties from any and all liability for any injuries, death or losses or damages to persons or property AS WELL AS CLAIMS/ACTIONS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY that may arise from participating in the Award Round or its related activities or the acceptance, possession, use or misuse of, or any harm resulting from the acceptance, possession, use or misuse of the Investment or earned FILMCredits. The Submitter(s) of the Winning Submission and the Reviewers also acknowledge that Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation, or guarantee, express or implied, in fact or in law, relative to the Investment or earned FILMCredits.

DISPUTES: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of Users and DCP in connection with an Award Round shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s or jurisdiction’s laws. By participating in an Award Round, User agrees that: (i) any and all disputes, claims, and causes of action arising out of or in connection with an Award Round, shall be resolved individually without resort to any form of class action; (ii) any judicial proceeding shall take place in a federal or state court within the State of California; (iii) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering an Award Round, but in no event will attorney fees be awarded or recoverable; (iv) under no circumstances will User be permitted to obtain awards for, and User hereby waives all rights to seek, punitive, incidental, exemplary, consequential, special damages, lost profits, other damages, and/or any rights to have damages multiplied or otherwise increased; and (v) User’s remedies are limited to a claim for money damages (if any) and he/she waives any right to seek injunctive or equitable relief.

SEVERABILITY: The invalidity or unenforceability of any provision of these General Rules & Instructions or any Award Specific Rules & Instructions will not affect the validity or enforceability of any other provision. If any provision of these General Rules & Instructions or any Award Specific Rules & Instructions is determined to be invalid or otherwise unenforceable, the other provisions will remain in effect and will be construed as if the invalid or unenforceable provision were not contained herein.

MISCELLANEOUS: These General Rules & Instructions and the Award Specific Rules & Instructions contain the full and complete understanding with respect to the respective Award Round to which they apply and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written. The headings herein are for convenience only, do not constitute a part of these General Rules & Instructions or any Award Specific Rules & Instructions, and shall not be deemed to limit or affect any of the provisions hereof. No amendment to, or waiver of, any provision of these General Rules & Instructions or any Award Specific Rules & Instructions shall be effective unless in writing and published by DCP to the DCP application. The waiver by DCP of any provision of these General Rules & Instructions or any Award Specific Rules & Instructions shall not constitute a waiver of any other provision herein. The rights and obligations hereunder may not be assigned by User, whether by operation of law or otherwise, without the prior written consent of DCP, and any attempted assignment in violation of the foregoing shall be null and void. These General Rules & Instructions or any Award Specific Rules & Instructions shall be binding upon, and inure to the benefit of, the permitted successors and assigns of DCP and User.

CONFIDENTIALITY: DCP and User acknowledge that the existence and the terms of these General Rules & Instructions or any Award Specific Rules & Instructions and any oral or written information exchanged between DCP and User in connection with the preparation and performance these General Rules & Instructions or any Award Specific Rules & Instructions are regarded as confidential information. Each shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, or orders of the court or other government authorities; or (c) is required to be disclosed by legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such parties or legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any party shall be deemed disclosure of such confidential information by such party, which party shall be held liable for breach of these General Rules & Instructions or any Award Specific Rules & Instructions. This Section shall survive the termination of these General Rules & Instructions or any Award Specific Rules & Instructions for any reason.

WINNER’S LIST REQUEST: To request the name, city, and state of residence of the Submitter(s) of the Winning Submission, please send a self-addressed, stamped business size envelope to DCP at winnerslist@decentralized.pictures.