FILMTRADE PROVIDER TERMS OF SERVICE AGREEMENT

1. ACCEPTANCE OF TERMS

1.1. FilmTrade Platform.

FilmTrade LLC ("FilmTrade") operates a technology platform that enables users to view, buy, and rent streaming on-demand audiovisual content (“Content”) directly from filmmakers and other rights holders (“Providers”).

Providers may choose to enable users to obtain Content access rights via either, or both, of two methods:

  1. A direct, digital-only transaction on the FilmTrade website (“Digital Transaction”)

  2. Obtaining a connected physical item (“Connected Merch”) such as a “Tap to Watch” card, as further described in Section 4.2

1.2 Agreement.

By providing Content to FilmTrade to host on its platform, you agree to be bound by these Terms of Service ("Terms") and these Terms accordingly create a contract between you and FilmTrade (“Agreement”).

If you do not agree to these Terms, you may not use any features of the Service that are limited to Providers.

1.3 Updates to the Agreement.

We may update these Terms from time to time as provided for in Section 9.

2. ELIGIBILITY

2.1 Age Requirements.

You must be at least 18 years old or the applicable age of majority in your jurisdiction, whichever is greater, to be a Provider.

2.2 Organizational Entities.

If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

3. CONTENT OWNERSHIP & RIGHTS

3.1 Ownership.

Provider retains all ownership rights to the Content. No transfer of copyright or intellectual property occurs through this Agreement.

3.2 License.

Provider grants FilmTrade a limited, non-exclusive license to host, reproduce, stream and otherwise distribute the Content for personal, non-commercial viewing, according to the parameters set by Provider under Section 4.1 for Digital Transactions, and according to the Item Parameters agreed under Section 4.2 for Connected Merch.

FilmTrade may use Content for internal deployments that require individual user authentication to access, which will be limited to FilmTrade employees and contractors under the control and direction of FilmTrade, and to Provider.

3.3 Ability to Grant License.

Provider represents and warrants that Provider possesses the necessary legal rights to grant this license.

Without limiting the foregoing, Provider has not sold, licensed, or otherwise conferred to another party exclusive rights to Transactional Video On Demand (“TVOD”) or the equivalent.

3.4 Indemnification.

Provider agrees to indemnify, defend, and hold harmless FilmTrade, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) Provider's breach of any warranties or representations made in this Agreement; (b) any claim that Content infringes or violates any intellectual property rights, privacy rights, publicity rights, or other rights of any third party; (c) Provider's violation of any applicable laws or regulations; and (d) Provider’s sale, marketing, or distribution of Connected Merch, including any failure to make the disclosures required by Section 4.4.

4. CONTENT MANAGEMENT AND MONETIZATION

4.1 Provider has sole discretion to set and change the parameters of Digital Transactions for their own Content including:

  1. Any date(s) on which the ability for users to make Digital Transactions begins or ends (“Purchase Window(s)”)

  2. Any date(s) on which Content access begins or ends (“Availability Window(s)”)

  3. Territories where Digital Transactions may take place

  4. Price for any Digital Transactions (including “Rent” vs. “Buy” price)

  5. Bundled offerings

  6. Promotional periods and discount offerings

4.2 FilmTrade manufactures and programs Connected Merch only against an order placed by Provider and accepted by FilmTrade in writing, which may be placed via the Ordering Portal (orders.filmtrade.org) or by email, and where email correspondence may confirm or clarify additional order parameters (“Merch Order”). 

Each Merch Order will specify, for each batch of Connected Merch (together, the “Item Parameters”):

(a) the Content to which each item is linked;

(b) the quantity of items;

(c) for items that have limited plays: the number of plays loaded on each item, and whether and at what price an item may be reloaded;

(d) for items that transfer a code to one or more Accounts that have tapped, enabling each them to make a Digital Transaction: the relevant parameters for said Digital Transaction;

(e) any period(s) during which the item gives access to the Content (Availability Window(s)) and/or the ability to make Digital Transactions (Purchase Window(s)); and

(f) any other limitation on access that Provider requires and that FilmTrade has confirmed it is able to implement.

Where a Merch Order does not specify an end date for the Availability Window, the item has none.

4.3 An item is “Issued Connected Merch” once it has been programmed, linked to Content, and delivered to Provider or to a third party at Provider’s direction. Each copy or play of the Content that is loaded on Issued Connected Merch when it is issued, or that is later added to it by a completed Digital Transaction, is an “Issued Copy”. Accepting or using an Issued Copy is not a Digital Transaction, whenever it occurs.

Provider may not later revoke, shorten, or restrict the access rights conveyed by Issued Connected Merch, including any Issued Copy; Provider may request FilmTrade add new Content or rights later (and any added Content shall fall under the terms of this Agreement). Nothing in this Section limits FilmTrade’s rights under Section 5.2 or its ability to comply with applicable law.

4.4 Unless a Merch Order states otherwise, Provider is the seller of Connected Merch to the public and is responsible for its pricing, marketing, and sale. FilmTrade’s responsibility to holders of Connected Merch is limited to providing access to the Content in accordance with the Item Parameters and FilmTrade’s Terms of Service for users.

Before or at the time Provider sells or otherwise distributes Connected Merch, Provider will clearly and conspicuously tell the purchaser or recipient:

(a) every limitation in the Item Parameters, including any limit on the number of plays, any Availability Window(s), any Purchase Window(s), and whether any reload or further copy must be paid for; and

(b) that viewing requires an internet connection and use of the FilmTrade Service, and is subject to FilmTrade’s Terms of Service for users.

Provider will require any reseller or distributor it supplies to make the same disclosures. Provider will not make any statement about Connected Merch that is inconsistent with its Item Parameters or with FilmTrade’s Terms of Service for users. On request, FilmTrade will supply standard disclosure wording for each Item Parameter, and FilmTrade may display the Item Parameters to any person who taps an item.

4.5 Provider may update or remove Content metadata, marketing materials, and the Content itself, subject to Sections 4.8 and 4.11.

4.6 Provider may make the Content unavailable for further Digital Transactions at any time without penalty, subject to Sections 4.8 and 4.11.

4.7 Provider may exercise its rights under Sections 4.1, 4.5, and 4.6 by written request to the following address:

filmmaker_support@filmtrade.org

FilmTrade will endeavor to implement Provider’s requests within 24 hours of receipt, and no later than 5 business days after receipt.

4.8 FilmTrade retains the right to retain archival copies of the superseded or removed Content metadata, marketing materials, and the Content itself, and to host, reproduce, and stream them, solely for the purpose of fulfilling obligations to users who: 

(a) obtained access to the Content via Digital Transaction before FilmTrade implements such change or removal; or 

(b) hold Issued Connected Merch or an Issued Copy, to the extent its Item Parameters provide for access, whether the Issued Copy is accepted before or after such change or removal. 

This limited license does not permit FilmTrade to sell or rent the former, unmodified Content to new customers after Provider’s applicable modification or removal.

4.9 FilmTrade agrees not to alter, edit, or modify the Content without Provider's express written permission.

4.10 Revenue share and payment terms for Digital Transactions are set forth in Revenue Share and Payments Addendum.

4.11 If Provider updates or removes Content under Section 4.5, makes Content unavailable under Section 4.6, or this Agreement terminates:

(a) FilmTrade may continue to give access to the Content conveyed by Issued Connected Merch (including Issued Copies) in accordance with their Item Parameters, and to the Content from completed Digital Transactions in accordance with their parameters at the time of sale;

(b) FilmTrade will stop processing new Digital Transactions, including those available via Issued Connected Merch, within the period that applies to other Digital Transactions under Section 4.7 or Section 8.2; and

(c) FilmTrade will not manufacture new Connected Merch linked to the Content, except to replace a defective item of Issued Connected Merch with an item carrying the same Item Parameters, where the defective item is deactivated.

5. CONTENT STANDARDS

5.1 Provider agrees not to upload, distribute, or make available through FilmTrade any Content that:

  1. Is illegal under applicable law;

  2. Infringes upon or violates the intellectual property rights of any third party;

  3. Contains child sexual abuse material or exploitative content involving minors;

  4. Promotes terrorism, violence, or hatred against individuals or groups;

  5. Contains malware, viruses, or other harmful computer code;

  6. Violates any person's right to privacy or publicity; or

  7. Is obscene, defamatory, libelous, threatening, or harassing.

5.2 FilmTrade reserves the right to refuse to distribute or remove any Content that FilmTrade reasonably believes violates these Content Standards. FilmTrade will notify Provider promptly of any such refusal or removal, and may retain an internal copy of Content for the purposes of fulfilling other obligations under the law, resolving disputes, and enforcing our agreements.

5.3 Repeated violations of these Content Standards may result in termination of this Agreement.

5.4 DMCA Compliance

FilmTrade complies with the Digital Millennium Copyright Act.

5.4.1 Reporting Copyright Infringement

If you believe that your copyrighted work has been used or displayed on FilmTrade in a way that constitutes copyright infringement, please provide us with a written notification that includes the following information:

  1. Your full legal name and contact information, including your email address and phone number.

  2. A clear description of the copyrighted work that you claim has been infringed.

  3. Specific identification of the allegedly infringing material on FilmTrade, including the URL or other identifying information.

  4. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

  5. A statement that the information in your notification is true and accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

  6. Your electronic or physical signature.

Please send this notification to our designated Copyright Agent at: dmca@filmtrade.org

5.4.2 Counter-Notification

If you believe that your Content was removed or access to it was disabled by mistake or misidentification, you may send a counter-notification to our Copyright Agent. Your counter-notification must include the following information:

  1. Your full legal name and contact information, including your email address and phone number.

  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.

  4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which FilmTrade may be found, and that you will accept service of process from the person who provided the original notification of infringement or an agent of such person.

  5. Your electronic or physical signature.

5.4.3 Policy for Repeat Infringers

FilmTrade has a policy of terminating, in appropriate circumstances, the Accounts of Providers who are repeat infringers of copyright, but may also terminate after a single instance of infringement if, in FilmTrade’s judgement, the infringement was willful.

6. DATA & REPORTING

6.1 Upon Provider’s request, FilmTrade shall supply Provider with a data analytics report with respect to their Content, including but not limited to:

  1. Number and length of Content views

  2. Number of unique page visits and unique NFC-reading devices (such as smartphones) tapped to Connected Merch

  3. Number and date of Digital Transactions

6.2 FilmTrade cannot currently guarantee a specific turnaround time from request to delivery of Content analytics, but plans to launch a Provider dashboard where analytics will then be available to Provider in a self-service manner, and where the analytics data will be updated at least daily.

7. TECHNICAL REQUIREMENTS

7.1 Content must include all required assets and meet FilmTrade's technical specifications.

7.2 FilmTrade provides transcoding and other technical support for content preparation.

8. TERM & TERMINATION

8.1 This Agreement remains in effect until terminated by either party.

8.2 Upon termination, FilmTrade will cease Digital Transactions for the Provider’s Content within five business days.

8.3 Upon termination by either party, FilmTrade retains the right to retain copies of the Provider’s Content, and to host, reproduce, and stream them, solely for the purposes of:

(a) fulfilling obligations to customers who obtained their access rights to the Content by Digital Transaction before FilmTrade ceases Digital Transactions under Section 8.2

(b) fulfilling obligations to customers who have Content access rights by way of Issued Connected Merch (including Issued Copies)

(c) fulfilling other obligations under the law, resolving disputes, and enforcing our agreements

This limited license does not permit FilmTrade to continue to process Digital Transactions for the Content after the period specified in Section 8.2, and it does not permit FilmTrade to manufacture new Connected Merch linked to access rights for the Content, other than replacement items under Section 4.11.

8.4 The following Sections will survive termination of this Agreement: Sections 3.4, 4.3, 4.4, 4.8-4.11, 8, 10-13.

9. MODIFICATIONS TO AGREEMENT

9.1 FilmTrade may update these terms from time to time and will notify Provider in writing, sent to Provider's email address on file. Updated terms become effective upon the stated effective date included with the change notification.

9.2 If Provider does not agree to the modified terms, Provider may terminate this Agreement prior to the effective date of the new terms without penalty, by written notice to filmmaker_support@filmtrade.org.

9.3 Provider's continued use of FilmTrade after the effective date of any modified terms constitutes acceptance of such terms.

10. GOVERNING LAW

10.1 This Agreement shall be governed by the laws of the State of Washington, without regard to conflict of law provisions. Any dispute or claim relating in any way to your use of the Service shall be adjudicated in the state or federal courts in King County, Washington, and you consent to exclusive jurisdiction and venue in these courts. We each waive any right to a jury trial.

11. LIMITATION OF LIABILITY

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FILMTRADE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF USE, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF FILMTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

11.2 FILMTRADE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID TO FILMTRADE BY PROVIDER FOR CONNECTED MERCH AND LINKED SERVICES, PLUS THE TOTAL REVENUE FROM PROVIDER’S DIGITAL TRANSACTIONS LESS PROVIDER’S REVENUE SHARE, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) FIVE HUNDRED DOLLARS ($500 USD).

11.3 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

11.4 FilmTrade and you agree that we have entered into this Agreement in reliance on the terms of this Section and these terms form an essential basis of the bargain between us.

12. DISCLAIMERS OF WARRANTIES

12.1 THE FILMTRADE SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE FILMTRADE SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. FILMTRADE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE FILMTRADE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FILMTRADE SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, FILMTRADE READY DEVICES, AND FILMTRADE SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

12.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL FILMTRADE, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

12.3. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

13. MISCELLANEOUS

13.1 Assignment.

We may assign our Agreement with you to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the applicable FilmTrade Service.

13.2 Force Majeure.

The FilmTrade Service may not be available for streaming or downloading at any time as a result of events beyond our reasonable control, including, but not limited to: (i) power or server outages; (ii) acts or failures of any kind by third parties such as network providers (iii) war, riots, strikes, or social unrest; and/or (iv) any other events or factors beyond our reasonable control. While we will make reasonable efforts to notify you in advance, we will not be held liable should such events occur.

13.3. Electronic Communication.

We will send you information relating to your account (e.g., payment authorizations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form only. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

13.4 Survival.

If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

Last updated: Oct 8, 2026