This Services Agreement («Agreement») contains terms and conditions that apply to the NeoFlix Services («Services»). «We», «Us» and «NeoFlix» means NeoFlix, whose parent company is Magic Rock, Inc. and «you» means the person or legal entity accepting this Agreement.

Election to use the service is deem valid only when you:

• agree to the terms and conditions in this Agreement.
• register for an account at our website, the homepage of which is at www.Neoflix.com (together with any successor or replacement website, the «Site») by providing your real name, address, phone number, e-mail address and other required information.
• are a representative of your firm authorized to enter into contracts or individually have the right to distribute the work. Minors are not allowed to enter into this agreement.

1. Intellectual property ownership declaration. By signing this agreement, you declare that you own all right, title and interest in and to the content, including all patent, copyright, trademark, service mark, mask work, trade secret or other intellectual property or proprietary right therein for each Title submitted to NeoFlix. In the event you receive notice from a third party challenging your ownership of any licenses or rights aforementioned to a Title, you shall immediately notify us of such a claim. It will be at our sole discretion whether to keep or remove the Title in question from our service. If we decide to remove the title, repositioning of the Title back into the service is not guaranteed. Any fees paid or pre-paid will be prorated. Any revenues generated from the sale will be withheld until a binding settlement or judgment is reached between you and the claimant, and specific instructions regarding dispersing funds.
2. Grant of Limited License. In order to offer the complete service to you, we will need, and you agree to grant NeoFlix, a limited-use license which allows us to use, host, and render available trailer clips, your film's name, your personal or stage name, digital images, and other materials in conjunction to your project. This limited license is used solely to help you market and sell your merchandise, and will be terminated when you cancel the service. At the same time, NeoFlix will grant you a limited license to use our name, logo, and website URL in your sales and marketing material. This limited license will be in effect as long as your account remains in good standing.
3. Initial Activation Accepting or Rejecting Titles and Merchandise; Inventory Transfer. Your account is deemed active at the time we notify you by mail, e-mail, or fax that it is active. Generally, we will accept all titles with an official Motion Pictures Academy of Arts ( MPAA) rating. Although we do accept most content, we may, in our sole discretion and at any time, reject or remove a title or refuse to list any title or its trailers from our site and our affiliates'. In the event we reject your title at the outset, we will refund your signup fee in full. In the event we reject your title after the first month of service, we will refund any monthly services charges plus a proration of the setup fee. Inventory delivery and return expenses will not be refunded or reimbursed.
4. Payment for Services. You acknowledge that NeoFlix is a for-fee service, and that your agreement to use the service obligates you to pay the charges indicated by the pricing plan indicated on our site or in any correspondence we send you by mail, fax, or electronic mail. These charges may include a monthly service fee, as well as a per-transactional fee for every order we process for you. Monthly services fees, if any, will be automatically charged to a credit card that you will maintain current in our files. By acknowledging this agreement, you are also giving NeoFlix a pre-authorization to charge the monthly fee on the first day of each month. Per-transactional fees will be incurred at the time of a completed sale. Completed sale is defined as the combination of processing an approved credit card charge and mailing of the product to the purchaser. The per-transaction fees charged by NeoFlix will be deducted from monies collected from each order processed.
5. Remittances to You. We will reconcile accounts twice a month by totaling all revenues generated from sale of your products and subtracting any and all applicable per transaction fees, and remit the proceeds to you in approximately seven to ten business days via a check by mail, electronic wiring, or any other methods offered by us at the time. A report explaining the number of orders, the fees deducted, and the sum total to you will be included. If we receive an order by a federal, state, or local tax authority to collect and pay applicable custom or sales taxes on your behalf, then we will also deduct those amounts from the remittances we send to you.
6. Refunds, Reversals and Charge-Backs. In the event a purchaser returns a product, or if the credit card transaction was fraudulent, or otherwise makes the credit card charge un-collectable, we will make an adjustment to payments made to you equal to the order, minus all taxes (including transaction taxes), shipping and handling charges, and any promotional offers or rebates that may apply.
7. Inventory. For any products you sell through the NeoFlix service, the inventory delivery to our designated warehouse is at your expense. You will at all times retain legal ownership to this inventory. At cancellation of the service, all balance will be returned at your expense.
8. Order Processing. If unforeseen events (such as computer down, power outage, etc.) delay the order processing, we will process the order during the following business day. Clients must be in good account standing for orders to be processed. If there is an issue with a client's account, we may choose to hold processing until such issues are clarified.
9. Customer Returns and Replacements. We will determine how to handle customer returns of products, which may include, placing the returned product back into inventory and reselling it to another customer, or destroying the product if it is damaged, and adjusting your inventory accordingly. For replacements in the case of non-received or damaged products, you agree to bear the cost of re-shipping non-received products to customers, including the cost of the product, fulfillment, and postage.
10. Taxes. You will be responsible for determining and paying any and all federal, state, and local taxes you may owe on the sales processed through our services. Our remittances to you will include all applicable transaction taxes. You may also supply us with a valid tax invoice separately stating such transaction taxes are not to be collected. In return, we will provide you with any applicable exemption certificate acceptable to the relevant taxing authority that we possess, in which case you will not collect the transaction taxes covered by such certificate. If any other taxes withholdings (for example, international withholding taxes) are required on any revenues generated by the orders processed by us, we will deduct such taxes from the amount otherwise owed and pay them directly to the appropriate taxing authority.
11. Service Interruption. We will endeavor to maintain our service uptime interruption-free as much as possible. Occasionally there will be service interruptions due to factors beyond our control that are inherent to computer systems, software, Internet communication, electrical supply, and other systems we depend on to bring you the service. From time- to-time, we may need to interrupt the service in order to perform regularly schedule maintenances or make upgrades to the system. NeoFlix will not be responsible any lost sales or presumed lost sales during these service interruptions.
12. Insurance. You agree to obtain necessary insurance to cover all inventory housed at NeoFlix or its fulfillment partners. NeoFlix will not cover this inventory in case of loss or destruction. Clients are recommended to obtain additional coverage under their own business policies for the replacement cost of products.
13. Use of NeoFlix Logo and Trademarks. As long as you are a customer in good standing, and this Agreement is in force, you are granted a limited license to use the NeoFlix logo and trade name on your website and marketing materials to indicate your association with NeoFlix. This limited license will be revoked when you cancel the Service, or at our own discretion, we may change the terms of this license, or change the logo and trademark, by providing you a notice via mail, e-mail, or fax. You agree that upon receiving this notice and within fifteen days, you will remove or replace the NeoFlix name and logo, or otherwise specified in the notice with some new we provide or to remove completely.
14. Indemnification. You agree to indemnify, defend and hold NeoFlix and our affiliates (and the respective employees, directors and representatives of each) harmless from and against any and all third party claims, judgments, damages and expenses (including without limitation reasonable attorneys' fees) arising out of any breach or alleged breach by you of this Agreement.
15. No guarantee of success. NeoFlix does not guarantee any success or predictable outcome of your project by using our services.
16. Amendment to this agreement and notice of changes. We reserve the right to change the terms and conditions contained in this Agreement or any policies or guidelines governing the Services, at any time and in our sole discretion. Any changes will be effective upon posting of the revisions on the Site. If you do not agree to any changes to this agreement, please do not continue to use the services of this site.
17. Termination. You may terminate this Agreement at any time by giving written notice to NeoFlix, and we may terminate this Agreement at any time by giving written notice to you at your last known mailing or e- mail address. Upon termination, you will pay us whatever fees were incurred prior to the date of the termination. If we terminate this Agreement for any reason other than because of a breach of this Agreement by you, we will refund a prorated amount of your setup and monthly fees. Also upon termination, we may fulfill any customer orders pending as of the date of termination.
18. Privacy Policy. Your information -- NeoFlix maintains a standard policy to not sell our customers' or our customer's customer (buyers of customer's products) information to third parties. We will provide customer information to a partner in order to fulfill our obligation under this Agreement, such as to a credit card company to process a transaction or an address verifier for mailing. Your customer's information--information about the purchasers of your DVDs and products will be available to you. You agree to use this information for your marketing information only, and not to use this information or cause this information to be used for solicitation by any third parties. Violation of this clause will cause your account to be suspended immediately. The entire privacy policy can be found on the Site. The privacy policy may be updated or changed at our discretion, and will be deemed effective at the time amendments are placed on the site. It is the filmmaker's responsibility to periodically review the privacy policy for any chanegs.
19. Governing Law; Jurisdiction. The laws of the State of California shall govern this Agreement. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in Los Angeles, California, administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
20. Miscellaneous. We may sublicense the rights granted to us hereunder to our affiliates or to any third party designated or engaged by us and acting on our behalf for purposes of fulfilling our obligations under this Agreement; provided, however, that we will remain ultimately liable for compliance with this Agreement. You may not assign any of your rights or obligations under this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Any waivers granted hereunder are effective only if recorded in writing and signed by the party granting such waiver. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the remaining provisions shall be deemed valid and remain in full force. In the event of a sale by NeoFlix, or a substantial transfer of assets, rights, and/or ownership to a third party, the terms of the Agreement will be remain in force, and the Agreement itself may be transferred as an asset of any sale.