DIVINE SPIRIT NETWORK/SACRED ROSE PRODUCTIONS

TERMS OF AGREEMENT

By clicking “I Agree”, emailing your statement of agreement, providing your credit card information, or by signing an agreement on this page or other, or otherwise enrolling, electronically, verbally, or otherwise, in the course, program or service, you (“Client”) are entering into a legally binding agreement with Divine Spirit Network, Sacred Rose Productions, LLC or any other named entity owned in part or whole by Orgena Rose (“Company”), according to the following terms and conditions:
COMPANY’S SERVICES. Upon execution of this Agreement, electronically, verbally, written or otherwise, the Company agrees to render services related to production, promotion, advertising, education, seminar, consulting, coaching, and/or business coaching (the “Program”). The terms of this Agreement shall be binding for any further goods/services supplied by Company to Client. Parties agree that the Program is in the nature of production, promotion, coaching or education. The scope of services rendered by Company pursuant to this contract shall be solely limited to those contained therein and provided for on Company’s website as part of the Program. Company reserves the right to substitute services equal to or comparable to the Program for Client if the need arises.

COMPENSATION. Client agrees to compensate Company according to the payment schedule set forth on Company’s website, verbally or via email, or Payment Schedule and the payment plan selected by Client (the “Fee”) or otherwise noted in the agreement. By completing the application, signing below or giving your credit or debit card information, you authorize the Company to charge your credit or debit card or cash your check, as payment for your participation in the program.

DELINQUENT PAYMENT POLICY. Any outstanding payments are due, in full, within 7 days of the first declined payment. Email notifications of incomplete payments will be delivered, providing detailed steps to bring the account into balance. Once the account is brought current, no further declined payments are permitted. Should requests for payment receive no response or accounts remain overdue 7 days after the first declined payment, access to program benefits will be suspended or company shall charge a 5% (five-percent) or $35 late penalty whichever is greater to all balances that are not paid in a timely manner by Client. Access to the program and services will be reinstated if payment is made in full prior to the next installment date. By the time of the next scheduled payment (30 days from the last scheduled installment), should the account still be overdue and the client has not contacted the support team, the entire account will be turned over to collections. Accounts that reach suspension for the third time (as per Outstanding Payments above) will be turned over to collections. Clients whose accounts are referred to collections will be permanently suspended from all program benefits and unable to enroll in any future programs. Please know we do not implement this lightly. We take the client relationship to heart and know that payment and commitment are closely connected. It reflects respect and a transformation that begins upon saying yes to the enrollment. Investing and paying are part of the growth that our clients invest in.

REFUNDS. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee. If client cancels participation of the program for any reason whatsoever, Client will receive no refund after 30 Days. Payments already rendered for booked coaching or services are non-refundable, and the deposit for a coaching program or package is non-refundable – no matter if the Client uses and participates in her/his sessions or not or drops a session without a timely cancellation.

CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with credit card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s credit card(s) for any unpaid charges on the dates set forth herein. If client uses a multiple-payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any charge backs to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.

NO RESALE OF SERVICES PERMITTED. Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program, Course or Services. This agreement is not transferrable or assignable without the Company’s prior written consent.

NO TRANSFER OF INTELLECTUAL PROPERTY. Company’s copyrighted and original materials shall be provided to the Client for his/her individual use only and a single-user license. Client shall not be authorized to use any of Company’s intellectual property for Client’s business purposes. Client shall not be authorized to share, copy, disclose, distribute, or otherwise disseminate or compete with any materials received from Company electronically or otherwise without the prior written consent of the Company. All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of the Company. No license to sell or distribute Company’s materials is granted or implied.

LIMITATION OF LIABILITY. By using Company’s services and enrolling in the Program, Client releases Company, it officers, employers, directors, and related entities from any and all damages that may result from anything and everything. The Program is only an educational/coaching service being provided. Client accepts any and all risks, foreseeable or non-foreseeable, arising from such transactions. Regardless of the previous paragraph, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the lesser of: (a) the total fees Client paid to Company in the one month prior to the action giving rise to the liability, and (b) $1000. All claims against Company must be lodged with the entity having jurisdiction within 100 days of the date of the first claim or otherwise be forfeited forever. Client agrees that Company will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrollment in the Program. Client agrees that use of Company’s services is at Client’s own risk.

DISCLAIMER OF GUARANTEE. Client accepts and agrees that she/he is 100% responsible for her/his progress and results from the Program. Client accepts and agrees that she/he is the one vital element to the Program’s success and that Company cannot control Client. Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Company and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same results.

CLIENT RULES. To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients. Client agrees to abide by any Course Rules/Regulations presented by Company. The failure to abide by client rules shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fee.

PRIVATE COACHING/SESSION APPOINTMENT POLICY. The length of a Private Coaching session is normally 60 minutes but depends on the program chosen or otherwise agreed-upon with the Client. There is additional time necessary for filling out the focus and conclusion forms before and after a session or coaching, which can take up to 30 min. The Client is responsible for scheduling appointments, and to take care of receiving all the booked sessions and appointments. This happens through a designating scheduling website/software and/or with the help of the assistant. Appointments can be postponed or cancelled by the clients up to 12 hrs before the beginning of the session via scheduling website or email to the assistant. The postponed or cancelled appointment by the client must be rescheduled and made-up within the next 30 days expire and are not refundable. The deferral or cancellation of coaching appointments should be kept to a minimum and be reserved for real and true emergencies and scheduling conflicts. If a client doesn’t show or misses one or several sessions without a previous verbal or written deferral or cancellation in accordance with the above stated rules, the appointment and coaching session expires and is forfeit, and will not be refunded. If the facilitator postpones or cancels an appointment it will be made up at another time. Additional claims, notably for reimbursements or to claim damages will not be accepted.

USE OF COURSE/PROGRAM MATERIALS. Client consents to recordings being made of courses and the Program. Company reserves the right to use, at its sole discretion, course materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client. Client consents to its name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client.

NO SUBSTITUTE FOR MEDICAL TREATMENT. Client agrees to be mindful of his/her own well-being during the course/program and seek medical treatment (including, but not limited to psychotherapy), if needed. Company does not provide medical, therapy, or psychotherapy services. Company is not responsible for any decisions made by Client as a result of the coaching and any consequences thereof. Company’s programs, courses, coaching and services are not therapy in a curative or medical sense. Each participant/client assumes full responsibility for himself before, during and after the coaching. The client confirms with his application and enrollment simultaneously that s/he feels mentally and physically healthy and is able to participate in the coaching sessions. The client is responsible for the application and implementation of the obtained work, forms, directions, information, tips, tools, strategies, and processes as well as for the results made possible by his own decisions and the implementation of that which s/he received and learned during the coaching.

TERMINATION. In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable. Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client. In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company’s services.

CONFIDENTIALITY. The term “Confidential Information” shall mean information which is not generally known to the public relating to the Client’s business or personal affairs. Company agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with Client, during discussion with Client, the coaching session with Company, or otherwise, without the written consent of Client. Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Client also agrees to keep all information obtained throughout the course, service, program or other of the Company in the strictest confidence and shall use best efforts to safeguard the Company’s Confidential Information at all times. Client agrees not to alone or in association with others use the Confidential Information to (i) solicit, or facilitate any organization with which you are associated in soliciting, any employee, affiliate or customer of ours to alter his, her or its relationship with us; (ii) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which you are associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by or under contract with us at any time during the term of this Agreement (provided, that this clause (ii) shall not apply to any individual whose employment or contractual relationship with us was terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee, or business relation of ours; induce or attempt to induce, any such person or entity to cease doing business with us; or in any way interfere with the relationship between any such person or entity and us. Client shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.

NON-DISPARAGEMENT. Client agrees that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. Client agree that it would be impossible, impractical or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover damages sustained by reason of each such breach, without prejudice to Company’s right to also seek injunctive or other equitable relief. In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private to disparage the other.

INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Contract and any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement shall be controlling.

CHOICE OF LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of California, Los Angeles County, pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.

SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

SEVERABILITY. If any of the provisions contained in this Agreement, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.

OTHER TERMS. Upon execution by clicking “I agree,” or emailing a statement of agreement, or signing, or giving a verbal agreement, or supplying credit card or other payment information, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of

THIS AGREEMENT. A facsimile, electronic, or e-mailed executed copy of this Agreement, with or without a written or electronic signature or statement, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

PRODUCTION ​ AND​  DEVELOPMENT​  ​ AGREEMENT​

This agreement (“Agreement”), effective as of the date of the verbal, written, payment transaction (the “Effective Date”), is entered into by and between Divine Spirit Network with an address at 1901 Avenue of the Stars, 2nd Fl. Los Angeles, CA 90067 and Sacred Rose Productions (herein known as COMPANY),in conjunction with the (ARTIST) , if applicaple (collectively  “Artists”) (COMPANY and Artists shall be referred to herein as the “Parties”, where appropriate), in connection with the development, production, distribution and/or other exploitation of a potential television series (“Series”) including without limitation any pilot created in connection therewith (“Pilot”), to be based on a proposal developed by COMPANY in conjunction with Artists, featuring TALENT and such other characters as described in the treatment attached to “Schedule A” hereto (“Talent”) as the star talent associated with the concept known as “Series Name” (the “Proposal”). In consideration of COMPANY’s and Artists’ efforts to develop and obtain financing from network/cable/production entities/distributors and/or other financiers and sponsors (each, a “Financier” or “Network”) for the further development, production, distribution and/or exploitation (collectively the “Creation”) of the Series, the Parties agree as follows:

1. The Development Period

1.1. Commencing on the Effective Date, and continuing through for one year from effective date (the “Development Period”) COMPANY will use its reasonable and continuing good faith efforts to obtain financing and/or a financing commitment for the Creation of the Series. During the Development Period, COMPANY, in conjunction with Artists, will develop a Proposal and a presentation (the “Pitch”) for meetings with Financiers.

1.2. The Parties acknowledge that COMPANY’s representatives, Entertainment Company, and Representation Company (“Representation”), will represent COMPANY and COMPANY’s obligations under this Agreement with regard to any and all aspects of the Series, including but not limited to setting up and leading Pitch meetings and negotiations with financiers.

1.3. COMPANY shall have the exclusive right to shop the Proposal and set up Pitch meetings regarding the Proposals during the Development Period. COMPANY shall inform Artists of all Pitch meetings it may attend during the Development Period and Artists may have the option at COMPANY’s discretion to attend and participate in such meetings either in person or via a phone conference. Artists shall make themselves reasonably available to attend and participate in Pitch meetings at COMPANY’s reasonable request.

1.4.  Prior to the expiration of the Development Period, if COMPANY is in meaningful negotiations with Financier(s) in connection with the Proposals (e.g., where Financier(s) have made bona fide written offers for the Proposal and COMPANY is actively responding, amending or agreeing to the terms of the offers), COMPANY will have the right, but not the obligation, to extend the Development Period for the period of negotiation, but no longer than three (3) months, by sending written notice to Artists prior to the expiration of the initial  Development Period pursuant to Paragraph 1.1 above and   such written notice shall explain the basis of the meaningful negotiations including, but not limited to, identifying the parties involved in such negotiations. COMPANY shall keep Artists informed of all material terms regarding proposed arrangements with Financiers regarding the Proposal, if any. COMPANY will disseminate such material information on a prompt basis when requested by Artists or their representatives (including, but not limited to, providing Artists with complete and true copies of all sections of agreements this shall mean all information that pertains to the Artists’ rights under this Agreement and all terms and conditions of this Agreement.

2. Creation of the Series or Movie

During the Development Period (and thereafter if a deal is made with a Financier), COMPANY will have the exclusive right to represent the Series (including any television spin-off, sequel or prequel (spin-off is defined as a new television production which has any characters, Talent, locations and/or unique elements in a COMPANY Proposal or in the materials regarding the “Series Name”, whether in documentary, docu-drama, docu-soap or fictional-situational genre/format) as producers/executive producers. COMPANY agrees that Artists shall be attached to the Series so long as COMPANY is attached (including any television spin-off, sequel or prequel and derivative works and all ancillary rights to the Series, including, but not limited to, the exhibition of the Series in any other medium where now known or hereinafter discovered). Artists’ particular deal points concerning spin-offs and sequels will be negotiated in good faith with COMPANY at the inception of such opportunity. For the sake of clarity, History Channel’s “Cajun Pawn Stars” is a spin-off from History Channel’s “Pawn Stars,” and Science Channel’s “Oddities” is a derivative of “Pawn Stars.” Furthermore a derivative work as it relates to this Agreement is any work that may be materially similar to the concept but does not utilize locations or characters who may have appeared in the Pilot or Series.

2.1 In the event that a Financier agrees to finance the further development of the Series in the form of a development deal, Pilot or Series order in the form of a specific order of episodes, COMPANY and Artists will have full and complete approval over their respective services, the terms of their respective agreements for such services and shall have access to all  information about the Series (including materials, documents and other related information), and neither Party will have the right to proceed with the Creation of the Series until the other Party has given its full and complete approval to the terms of its respective agreement; it being agreed by both Parties that neither Party will unreasonably withhold its approval so as to frustrate the Creation of the Series.

2.2 If the Series (or any Pilot(s)) is produced, subject to any and all guild, union, Network and/or other Financier requirements, restrictions, standards, practices and/or approvals and customary exclusions, the parties will be attached to, and will receive credit (commensurate with their respective services) in connection with the Series in the following capacities: ARTISTS: If more than one will always listed in alphabetical order in terms of placement, but with no guarantee of duration or separation on individual end-cards) will receive each an Executive Producer credit in a sequential position on a shared card after additional COMPANY designated personnel. COMPANY shall use its commercially best efforts to obtain such credits for Artists, however, should Network not approve Executive Producer Credits for Artists, COMPANY shall provide for alternate means of crediting Artists for their contribution to the Pilot or Series to be no less than a producer credit in a form that is acceptable to Artists and congruent with COMPANY’s existing credited personnel, whose acceptance shall not be unreasonably withheld. COMPANY will receive a production company credit in connection with the

Series in first position. Furthermore, subject to Network approval based solely on its determination that it will not grant any, it is understood that ARTISTS shall receive an origination credit. Notwithstanding the foregoing, it is understood that COMPANY shall present a re-edited version of the “pitch-tape,” congruent with the quality and consistency that COMPANY deems necessary to pitch an unscripted television property to potential Financiers and Networks. Such re-edit shall require COMPANY to become materially involved with the Talent (as defined below) and “produce” a relevant pitch. Based on this additional work COMPANY may elect to assign COMPANY designated personnel to share such credit with ARTISTS. For the sake of clarity, ARTISTS shall not be entitled to any further credit from COMPANY or the Network.  However, COMPANY agrees to review and consider ARTISTS’ experience in production on the Series while in production in accordance with television industry customs and practices in relation to such role.

2.3 As between COMPANY and Artists, all business and creative decisions in connection with the Series in association with other parties regarding a network, production or financier deal shall be made by COMPANY and any approval rights accorded to the Parties hereto by a Financier will be exercised solely by COMPANY.

2.4 The Parties acknowledge and agree that ARTISTS, additional COMPANY designated personnel, and COMPANY shall be part owners and Co-Creators and thus attached as the Executive Producers, with regard to any Series, that derives from the Series’ Proposal or theme for the life of such Series(s), if any. Their duties, compensation and any other terms of their agreements shall be negotiated (with a third party Financier) in good faith and shall be in keeping with prevailing industry standards for such roles and the parties’ quotes for similar productions.

2.5 If a Series is produced by an outside network, COMPANY shall have a minimum of eight (8) consecutive, dependent, exclusive and irrevocable options (each a “Series Option”) to engage Artists to render development and production services for all episodes of the Series produced. If COMPANY, in its sole discretion, elects to exercise any Series Option, such option(s) shall be exercised in writing based on a schedule that has the same terms as the agreement between COMPANY and the Financier. Such options shall be subject to extensions for default, disability and force majeure as set forth in the provisions of the agreement between COMPANY and the Financier. In the event that Financier’s agreement imposes greater obligations upon Artist, directly or through COMPANY, such greater obligations shall control the terms hereof, provided that any granting of additional rights in any media beyond those granted in this Agreement contained in the options shall cause the parties hereto to negotiate in good faith additional compensation for such rights.

2.6 It is agreed that Artists shall pay a total collective fee of Fifty Thousand United States Dollars ($12,000, $25,000, $50,000 – $100,000 USD) per three, six, nine or twelve (12) 30-minute episodes respectively (“Fee”) to COMPANY during the Development, Pilot and the initial production cycle of 12 months. This can be divided into a Deposit and  monthly installments as agreed to be paid on the 1st of each month. Before any episodes are released and aired, at least 50% of this fee must be paid and full. In the case of the procurement and execution of an agreement with an Network or Financier, it is agreed that Artists shall be paid a total minimum fee of two Thousand United States Dollars ($2,000 USD) each per one  30 minute episode (“Fee”) from COMPANY during the Pilot and the initial cycle, which shall be defined upon COMPANY and Financier’s agreement. Artists shall have the right to direct such payments to be made to them individually or to a group designee by the COMPANY as directed by the Artists. The Fee shall increase, on a cumulative basis congruent with COMPANY’s increases from the applicable Financier or Network, for each subsequent season of the Series. Should Network green-light a certain thirty (30) minute episodes, the Artists’ Fees shall be prorated accordingly. The fee for Artists shall be payable on the same schedule as which COMPANY receives payments from the financier. For the sake of clarity, COMPANY will keep all savings associated with producing the project. If Artists procure sponsors for their show or COMPANY, after the initial investment fee has been received, they will be entitled to 50% of all sponsorships in association with their project and 20% of all sponsorships the network procures. Sponsorship packets, information and links will be provided for payments to be made on a monthly basis.

2.7 Modified Adjusted Gross Receipts (MAGR) will be defined as any revenues received by COMPANY from the exploitation of the Series or any derivative projects thereof in any media including but not limited to videogram, short form programming, merchandising and publishing. Revenues generated will be paid out 50% to COMPANY and 50% to Artists. COMPANY shall account to Artists for MAGR on a calendar quarterly basis until one year following the initial telecast of the last episode of the Series and thereafter on a semi-annual basis for three years and on an annual basis thereafter, each statement (and payment if any MAGR is due) to be issued within 45 days following the close of the applicable accounting period. Artists shall have the right to inspect and copy COMPANY’s books and records relating to the Series and the MAGR upon ten days’ prior written notice to COMPANY and not more than once per year.

Artists shall bear the cost of any such audit unless the audit reveals an underpayment of more than 5% for the period subject to audit, in which case COMPANY shall reimburse Artists for the costs incurred by Artists in connection with such audit, in addition to any unpaid amounts, and interest at prime rate thereon. Representation shall seek a package commission to be split 50/50 between both agencies, provided such commission is not deducted from Artists’s portion of MAGR. MAGR for purposes herein shall be defined, calculated, and paid the same for Artists as for COMPANY, without any deductions from MAGR reported and paid to COMPANY from a network. COMPANY shall provide Artists with copies of all statements and documents furnished by a Financier pertaining to the Series, including but not limited to all initial drafts and final agreements between COMPANY and a Financier. Artists acknowledge that they shall not have the right to approve agreements with Financiers.

2.8 Artist’s represent and warrant that they have the ability to enter into this Agreement free of any liens and/or encumbrances, and that they are effectively assigning all rights, title and interest to the Proposal (as well as all results and proceeds in connection therewith) only to the extent and for the term outlined in this Agreement, as well as the associated Talent as described and outlined in Schedule A to COMPANY. Furthermore, Artists shall assign all Talent to COMPANY and in working with COMPANY shall extend the terms of that agreement to expire at the earliest on the termination date of this Agreement, providing Talent shall be exclusive in the non-scripted television genre as a series regular for all U.S. television and digital media, and in merchandising specifically for the Series (in-character, it being acknowledged that Talent will be appearing as himself and is not playing a fictional character, and as such Talent’s name and other personal attributes, as they appear in the Pilot and/or Series, may be used in connection with such merchandising), and commercial tie-ins, provided they are not an endorsement of any product or service not related to the Series. Any net proceeds from the exploitation of said rights will be divided and have the right to exploit publishing or merchandising rights pertaining to the Series. Talent’s exclusivity hereunder shall automatically terminate upon the earlier of the expiration of any Series Option which Producer fails to exercise by the applicable Series Option date, or the initial telecast of the last episode of the final Series Year for which COMPANY had a Series Option. As between Artists and COMPANY, COMPANY or its assignees shall be solely responsible for payment of any fees to Talent and other production participants according to industry standard terms.

2.9 COMPANY acknowledges that if Artists have created footage of and relating to Talent (“Footage”) that is Artists’ sole property. Artists grant COMPANY an exclusive license during the Development Period to use the Footage in Proposals and Pitches. If an agreement is executed with a Financier for a Series, Artists shall assign all of the footage to COMPANY for non-restrictive use in the Series.

2.10 Artists acknowledge and agree that the consideration listed herein is full consideration for the Artists and even if Artists is engaged or volunteers to work in any capacity on the Series. It is understood that the Artists’ capacity on the Series currently is understood to be that of a Consultant. Subject to the terms of this Agreement, COMPANY shall allow Artists to provide reasonable creative input into the show, it being understood that COMPANY has full creative control.

3. After the Development Period

At the end of the Development Period, Artists shall be entitled to develop, render services for and authorize the use of Talent’s name and likeness on behalf of other audiovisual media, whether web-based, mobile or otherwise. However, if a Financier contacted by COMPANY or Representation agrees to finance the further Creation of the Series based on the specific Pitch and using Artists or Talent as the star talent within 12 months of the end of the Development Period, and COMPANY is not involved in the production of the Series as described herein, then Artists shall pay COMPANY ten percent (10%) of all monies received by it in connection with the Series. Further, if, within 12 months of the end of the Development Period COMPANY attempts to produce or enters into any agreement for the production, creation or distribution of the Series, then the Artists shall be attached to the Series and all terms and conditions of this Agreement shall apply to COMPANY and Artists. For clarity, if the Development Period terminates and no agreement has been executed with a Financier for the production of a Series, all rights granted by Artists hereunder shall revert completely to each of them, and the parties shall have no further obligations to one another, other than those contained in Sections 3, 4, 5, and 6 hereunder. The Materials as defined below shall be assigned to Artists without any liens or encumbrances.

4. Materials

The parties agree that, the Proposals and all other materials created under this Agreement (the “Materials”) shall be considered works for hire for COMPANY for use in a television program or any other audiovisual media during the Development Period and any extensions thereafter. If it is determined that any of the Materials are not works for hire, then this Agreement shall be deemed a current assignment to COMPANY for exclusive use with Artists, of all rights, title, and interest in and to the Materials, including, but not limited to, the worldwide copyrights and moral rights in the Materials and all ancillary and subsidiary rights in the Materials during the Development Period and any extensions therafter. COMPANY agrees that it shall use the Materials solely for purposes of developing, pitching and producing the Series with Artists. If a Series is not ordered during the Development Period, COMPANY shall have an irrevocable license to use the Materials towards the Creation of a Series with Artists,, provided that the terms of Section 3 shall apply.

5. Representations and Warranties

Artists warrant and represent that Artists have the full right and authority to enter into and fully perform this Agreement, that all rights in and to his/its contributions to the Proposals and any other Materials are solely owned and controlled by Artists, and that Artists’ contribution to the Proposals, the Materials or the Series do not and will not violate or infringe upon the rights of any person or entity. Artists will indemnify, defend and hold harmless COMPANY from any third-party claims and/or costs incurred by COMPANY arising out of a breach of Artists’ representations and warranties hereunder, provided such claims are not covered by COMPANY’s indemnification obligations hereunder. COMPANY represents and warrants that it, through its duly authorized agents and representatives, has the full right and authority to enter into and to fully perform the terms and obligations under this Agreement, that all rights in and to its contributions to the Proposals and any other Materials are solely owned and controlled by COMPANY, and contributions to the Proposals, the Materials or the Series do not and will not violate or infringe upon the rights of any person or entity. COMPANY shall indemnify, defend and hold harmless Artists from any claims and/or costs incurred, including, but not limited to reasonable outside attorneys’ fees incurred by Artists arising out of a breach of COMPANY’s breach of this Agreement and any representations and warranties hereunder, or the development, production, and exploitation of a Series or derivatives thereof, provided such claims are not covered by Artists’ indemnification obligations hereunder. COMPANY shall obtain and add Artists as additional named insured to any commercial liability and/or errors & omissions policies obtained in connection with this Agreement. COMPANY warrants and represents that it shall maintain complete and accurate records and documentation regarding all matters pertaining to this Agreement as they relate to Artists’ participation in back-end MAGR and episodic fee and any other rights of Artists under this Agreement. Artists represent and warrant that, both during this Agreement and after its expiration or termination, Artists shall keep strictly confidential all financial and creative matters relating to the Series, COMPANY, Financier, or any of their parents, affiliates or subsidiaries, which have not been published or publicly announced, including but not limited to the compensation of personnel and performers, union or guild requirements, production budgets, story ideas, story content, works in progress, confidential or exclusive information, story leads and  tips (the “Confidential Information”); provided however, that Artists may divulge the Confidential Information to those parties and to the extent required by a valid governmental order or regulation, and further that Artists may divulge the contents of this Agreement to Artist’s lawyers, accountants and other business representatives. Without limiting the foregoing, Artists shall not appropriate any of the Confidential Information for Artist’s own gain or that of any third party. COMPANY represents and warrants that, both during this Agreement and after its expiration or termination, COMPANY shall keep strictly confidential all financial and creative matters relating to the Series, Artists, Financier, or any of their parents, affiliates or subsidiaries, which have not been published or publicly announced, including but not limited to the compensation of personnel and performers, union or guild requirements, production budgets, story ideas, story content, works in progress, confidential or exclusive information, story leads and tips (the “Confidential  Information”); provided however, that COMPANY may divulge the Confidential Information to those parties and to the extent required by a valid governmental order or regulation, and further that COMPANY may divulge the contents of this Agreement to Artist’s lawyers, accountants and other business representatives. Without limiting the foregoing, COMPANY shall not appropriate any of the Confidential Information for COMPANY’s own gain or that of any third party.

6. Breach

If either Party should breach any of the terms of this Agreement, including, without limitation, any failure or refusal to faithfully and completely perform each and every material covenant hereunder, upon the receipt of prior written notice from the non-breaching Party, and upon thirty days failure to cure said breach, the non-breaching Party shall be entitled to terminate this Agreement and shall suspend any and all of its obligations hereunder. A waiver of breach of any provision hereof shall not be deemed a waiver of any subsequent breach, whether of a similar or dissimilar nature, and shall not affect the non-breaching Party’s right to enforce such term or provision, or to exercise any right or remedy in the event of any other default. Artists’ rights and remedies in the event of any breach of this Agreement by COMPANY will be limited to the right, if any, to recover money damages in an action at law, and in no event will Artists be entitled by reason of any such breach to seek injunctive or other equitable relief or to enjoin or restrain the production, distribution, exhibition, advertising or any other means of exploitation of the Series/Creation of the Series or any subsidiary or ancillary rights in connection therewith. With the exception of Artists’ violation of Section 1.3, 1.4, COMPANY’s rights and remedies in the event of any breach of this Agreement by Artists or a claim by COMPANY in connection with this Agreement, will be limited to the right, if any, to recover money damages in an action at law, and in no event will COMPANY be entitled by reason of any such breach or claim to seek injunctive or other equitable relief or to enjoin or restrain the production, distribution, exhibition, advertising or any other means of exploitation of the Series/Creation of the Series or any subsidiary or ancillary rights in connection therewith.

7. Miscellaneous

7.1. This Agreement will be construed, interpreted and governed by the laws of the State of California applicable to contracts entirely made and originated therein.

7.2. This Agreement shall not be construed as creating a partnership between the Parties. It is specifically understood that Artists are acting hereunder as independent contractors.

7.3. This Agreement contains the entire understanding of the parties, and may be amended or modified only in writing as executed by both parties herein. For the sake of clarity, this Agreement shall supersede any prior or contemporaneous agreements between any of the Parties with regard to the subject matter hereto.

7.4. This agreement in A facsimile, electronic, or e-mailed executed copy of this Agreement, with or without a written or electronic signature or statement, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

DISTRIBUTION AGREEMENT

This document is a legally binding agreement (“Agreement”) between you and Divine Spirit Network, LLC, a California company (“Divine Spirit Network”), that governs your use of Divine Spirit Network social entertainment streaming service, including our software and streaming applications, our social discovery and sharing tools, and our collection of content, accessed via the Divine Spirit Network site located at www.DivineSpiritNetwork.com, via Divine Spirit Network applications on connected devices, or via third-party sites such as Facebook (collectively, the “Service”). 

1. Contract Formation 

Please read this Agreement carefully. By accessing or using the Service, you agree to be bound by the terms of this Agreement and all terms incorporated by reference. If you do not agree to all of these terms and conditions, you may not use the Service. If you are using the Service on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify you and Divine Spirit Network for violations of this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement you or any entity may have with Divine Spirit Network or its subsidiaries or affiliates. 

2. Changes 

Divine Spirit Network reserves the right to modify this Agreement or any other policies or guidelines of the Service at any time and in its sole discretion. Any changes will be effective immediately upon posting of revisions to www.DivineSpiritNetwork.com, and you waive any right you may have to receive specific notice of such modifications. Your continued use of the Service following the posting of modifications confirms your acceptance of such modifications, though we may at our discretion notify you of material changes and ask you to re-accept this Agreement. If at any time you no longer agree to the current Terms of Use, you must stop using the Service. 

3. Services 

Divine Spirit Network is a television network and social entertainment streaming service that provides a curated collection of video and audio works within an online environment that enables you to explore, discover, watch, and share some of the best videos from around the world. We syndicate all video content on OTT and Smart TV Devices, all over the world and our goal is to get your content featured as many places as possible. You acknowledge and agree that, as part of our ordinary course of business, our order fulfillment and request processing may include sharing your Divine Spirit Network activity stream (movies watched, or rated, as well as other content like articles, reviews, or commentary that you may experience or create yourself) through Facebook and other social media platforms, once you have connected your Divine Spirit Network account with such platforms. 

4. Account Information 

You agree to provide accurate, current, and complete information about you as may be requested by any login or registration forms within the Service (“Registration Data”); to maintain the security of your password and identification; to maintain the accuracy and currency of your Registration Data; and to accept all risks of unauthorized access to the Registration Data and any other information you may provide to Divine Spirit Network. If you provide us a credit card account for a subscription under our Subscriber Services Agreement or for any other reason, you represent and warrant that you are authorized to use and have fees charged to the credit card number you provide to us. 

5. Copyright 

Unless otherwise indicated, the Service and all content and materials on the Site, including, but not limited to, films, trailers, audiovisual works, designs, text, graphics, pictures, information, data, software, sound files, logos of Divine Spirit Network or its partners, other files, and the selection and arrangement thereof (collectively, “Materials”) are the proprietary property of Divine Spirit Network or its licensors, partners, or users, and are protected by U.S. and international copyright laws, for the sole purpose of distribution. Divine Spirit Network does not require exclusivity and upon canceling the distribution relationship with Divine Spirit Network, you retain all rights to content uploaded on DSN. 

6. License 

DSN allows you a limited, non-exclusive, non-transferrable, revocable license to make personal, non-commercial use of the Service and to receive by on-line delivery the Materials made available through the Service. You acknowledge that the Service and Materials may vary over time and depending on the geographic location from which you access the Materials, and recognize that Divine Spirit Network may change the Service and Materials at any time, without notice. 

You may access and use the Site and electronically copy (except where prohibited without a license) or print to hard copy portions of the Materials (except Third Party Content) for your informational, non-commercial, and personal use only. 

Unless explicitly stated, nothing in this Agreement will be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. 

7. License Limitations and Restrictions 

Except as otherwise expressly permitted, your license does not permit (i) resale or commercial use of the Service or Materials; (ii) distribution, public performance, or public display of the Service or Materials; (iii) modifying or otherwise making any derivative use of any portion of the Service or Materials; (iv) downloading (other than page caching) any portion of the Service or Materials; or (v) any use of the Service or Materials for other than their intended purpose. 

You agree not to modify, translate, or create derivative works of any Materials, except as may be permitted and enabled within the Service. You agree not to sell, assign, sublicense, rent, lease, loan, provide, distributor, or otherwise transfer any Materials. Specifically, you agree not to reproduce or copy any film, or to remove or alter any trademark, logo, copyright, or other proprietary notices associated with any film. You also agree not to cause or permit any other party to do any of these things. 

Any use of the Service or Materials other than as specifically authorized in this Agreement, without prior written permission of Divine Spirit Network, is strictly prohibited and will terminate the license granted in this Agreement. Such unauthorized use may also violate copyright, trademark, telecommunications, and other applicable laws. 

8. User Content and Interactive Areas 

The Service includes review and comment areas, forums, message boards, profile information, and other similar areas, both on the Divine Spirit Network site and on Facebook and other social networks (collectively, “Interactive Areas”), in which you or other users may create, post, link, store, or otherwise make available opinions, questions, data, information, text, items, content, or other materials (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. 

By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce that content. If you post User Content, unless we indicate otherwise, you grant Divine Spirit Network and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content throughout the world in any media on or in connection with the Service, and, if they choose, to use the name you submit in connection with such content. You retain any ownership interest in User Content that you may have under copyright and other intellectual property laws, and may terminate Divine Spirit Network’ license to your User Content by removing the User Content from Divine Spirit Network. 

You agree not to post, upload to, transmit, distribute, store, create, or otherwise publish any of the following: 

• User Content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, fraudulent, or otherwise objectionable material (as determined in Divine Spirit Network’ reasonable discretion) 
• User Content that constitutes, encourages, or provides instructions for a criminal offense, violates the rights of any party, or would otherwise create liability 
• User Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity 
• Unsolicited promotions, political campaigning, advertising, or solicitations 
• Private information of any third party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers, account numbers, or similar information 
• Viruses, corrupted data, or other harmful, disruptive, or destructive files 

As a provider of interactive services, Divine Spirit Network is not liable for any statements, representations, User Content, or third-party content provided on the Service and in any Interactive Area, including but not limited to mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. Although Divine Spirit Network has no obligation to screen, edit, or monitor any User Content posted to any Interactive Area, Divine Spirit Network reserves the right, at its absolute discretion, to remove, screen, or edit any User Content at any time, for any reason, without notice. 

9. Hyperlinks and Third Party Content 

Divine Spirit Network provides third-party content on the Service, including links to Web pages, as a service to those interested in this information. Divine Spirit Network provides these links and information as a convenience. Divine Spirit Network makes no representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of such information, or any third-party sites or services accessible via hyperlink from the Service. Divine Spirit Network is not responsible or liable in any manner for such third-party content or links, and undertakes no responsibility to update or review such material. When you leave the Divine Spirit Network Service, you should be aware that our terms and policies no longer govern. Users who access such third- party content or links do so at their own risk. 

Divine Spirit Network may run advertisements and promotions from third parties, or provide information about or links to third-party products or services. Your business dealings with such third parties, and any associated terms, conditions, warranties, or representations are solely between you and that party. Divine Spirit Network is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or the presence of such advertisers or information within the Service. 

10. Privacy Policy 

Please refer to our Privacy Policy for information on how Divine Spirit Network collects, uses and discloses personally identifiable information from its users. 

11. Enforcement 

Enforcement of the rules set forth in this Agreement is solely at Divine Spirit Network’ discretion. Our failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Service will not contain content that is prohibited by these rules. Any use of the Service, including Interactive Areas, in violation of this Agreement may result in, among other things, termination or suspension of your rights to use the Service. 

12. Trademarks 

Divine Spirit Network’ name, logo, and any other service name or slogan contained in the Service are trademarks of Divine Spirit Network or its affiliates, suppliers, or licensors, and may not be copied, imitated or used, in whole or in part, including in metatags or hidden text, without the prior written permission of Divine Spirit Network or the applicable trademark holder. 

13.Indemnification 

You agree, at your sole expense, to defend, indemnify and hold Divine Spirit Network, its directors, employees, and agents, harmless from and against any and all actual or threatened suits, actions, proceedings, claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest, and disbursements) caused by, arising out of, resulting from, attributable to, or in any way incidental to: (i) your use of the Service, the Materials, or the Interactive Areas; (ii) your conduct; (iii) your violation of this Agreement or the rights of any third party; or (iv) any User Content. 

14. Disclaimer 

Unless otherwise expressly set forth in writing, the Service, the Materials, User Content, and any other services or material made available to you through the Service are provided on an As Is and As-Available basis, with no representation or warranty of any kind. Divine Spirit Network does not warrant that any such materials are free of viruses or other harmful components, and makes no representation or warranty with respect to availability, reliability, or security, except as stated expressly in this Agreement or our Privacy Policy. Divine Spirit Network expressly disclaims any warranty of merchantability, fitness, or suitability for any purpose, whether or not Divine Spirit Network knew or should have known of such purpose. Divine Spirit Network does not represent that the Service or Materials are accurate, complete, reliable, current, or error-free. 

15. Limitation of Liability 

In no event will Divine Spirit Network be liable to you or to any third party for loss of revenue, loss of profits, or any special, indirect, incidental, exemplary, or consequential damages of any kind arising out of or in connection with the Service, Materials, User Content, third-party materials, your conduct, or the conduct of any other users, or arising out of any reliance by any user on information obtained from us, mistakes, omissions, interruptions, defects, viruses, delays in operation, or unauthorized access to Divine Spirit Network records, programs, or services, regardless of the form of action, even if Divine Spirit Network has been advised of or is aware of the possibility of such damages. 

In no event will our total cumulative liability to you or any third party arising out of or in connection with any of the foregoing exceed the aggregate of the net amounts paid by you to Divine Spirit Network. 

Divine Spirit Network is in no way responsible for any claims, comments or information that you disseminate regarding reach, visibility, views, distribution, guarantees or anything else, in any form of media or communication, that falls outside of our current Media Kit and statistics. Please note some distribution is subject to network approval and distribution partners can change at any time without notice. 

16. Repeat Infringer Policy 

In accordance with the Digital Millennium Copyright Act and other applicable laws, Divine Spirit Network has adopted a policy to terminate, in appropriate circumstances and at Divine Spirit Network sole discretion, members or subscribers who are deemed to be repeat infringers. Divine Spirit Network may also at its sole discretion limit access or terminate accounts of any person who infringes any intellectual property right, regardless of repeat infringement. 

17. Copyright Complaints 

If you believe that anything on the Service infringes upon any copyright which you own or control, you may file a notification of such infringement with support@DivineSpiritNetwork.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that material or activity is infringing, you will be liable for any damages including, but not limited to, costs and attorneys’ fees incurred by us or the alleged infringer, as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. 

18. Applicable Law and Venue 

This Agreement shall be governed and construed in accordance with the laws of the State of California without resort to its conflict of law provisions. You agree that any dispute, controversy, or claim arising out of or relating to this Agreement will be filed only in the state or federal courts located in Los Angeles County, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Site Terms. 

19. Termination 

Divine Spirit Network reserves the right, without notice and in its sole discretion, to terminate your license to use the Service or Materials, and to block or prevent your future access and use. As a channel partner, if you wish to cancel your DSN subscription we require a 30 day written notice on any monthly subscriptions packages. For yearly distribution contracts we do not offer any refunds of any sort for unused time on the platform. Channel partners with a recurring yearly payment must submit a cancelation in writing 30 days prior to the renewal for any subsequent years. Failure to provide written notice within 30 days of any billing cycle does not warrant any refund under any circumstance whatsoever. 

20. Severability 

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. 

21. Pay-Per-View Clients 

As a Pay-Per-View client with Divine Spirit Network, the content creator has the ability to set the pricing for each item. Divine Spirit Network will pay 80% of the net proceeds on all content sales on the 15th of each calendar month for the month prior via PayPal or direct bank payment (Zelle). Net sales is defined by the total amount of the sale minus $1.00 for the distribution network and 3.5% of transaction for credit card processing fees. Sales for each month are determined on the last day of the month at 11:59pmEST.* Distribution platforms such as ROKU, Apple TV and others may take an additional transaction fee which will be deducted from the net commissions. 

PRODUCER CERTIFICATE

THIS PRODUCER CERTIFICATE, WHEN ACKNOWLEDGED AND ACCEPTED BY YOU EITHER VIA DIGITAL SIGNATURE OR AFTER YOU CLICK “I AGREE,” ON OUR SUBMISSION FORM WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU (AS “OWNER” OF THE CONTENT IN QUESTION) AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR A FILMMAKER, STUDIO, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE FILMMAKER, STUDIO, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISERS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE
ON WHICH YOU CLICK THE “I AGREE” BUTTON ON THE SUBMISSION PAGE.

As “Owner” of the Picture you herein Submit to DSN, you hereby acknowledge and
affirm that:
1. You have sole and full power and authority to execute the Distribution Agreement.
2. There are no current or outstanding claims, liens, encumbrances, limitations, or restrictions or rights of any nature in or to the Picture or its contents which might impair or interfere with the rights of DSN.
3. No defects exist in the chain-of-title to the Picture which would adversely affect any of DSNʼs rights. You have obtained all personal releases and other rights necessary to permit DSN to exploit the Picture, including without limitation rights to the underlying
literary rights and so called “life rights.”
4. You have obtained all necessary synchronization, public performance, master use and other rights necessary for use of musical compositions or recordings embodied in the Picture, and all royalties or fees payable under such licenses have been and will be fully paid by you.
5. You have paid all production costs, including, without limitation, all salaries, royalties, license fees, service charges and laboratory costs, and no such costs are currently outstanding.

6. You are, were, and shall be in full compliance with all applicable state and federal laws, as well as all regulations and requirements of any applicable union or guild.
7. You have obtained written authorization from all persons or entities whose names voices, photographs, likenesses, works, services and materials appear in the Picture or in still images or clips provided by you for use in connection with the advertising, promotion, and other exploitation of the Picture.
8. The Picture, and exploitation of the Picture, will not violate or infringe upon any right or interest of any party, including without limitation the trademark, trade name, copyright, literary, dramatic, music, civil or property right, or right of privacy, or constitute libel, slander, defamation, invasion of privacy or unfair competition.
9. The credits contained in the Picture, as well as lists of credit, approval, publicity and advertising obligations and other related materials delivered to DSN by you are complete and accurate, and contain all relevant instructions for crediting any personʼs name, likeness or photograph in advertising, publicity or exploitation of the Picture.
10. The Picture has been validly registered for copyright and is not in the public domain. The Picture as delivered will contain all proper copyright notices required or permitted for protection of the Picture under the U.S. Copyright Act and the Universal Copyright Convention.
By signing your digital signature or clicking “Submit” on the DSN Submission page and submitting Picture to DSN, you (“Owner”) hereby acknowledge all of the above. You further acknowledges that clicking Submit shall serve as your official signature on this document.

SUBMISSION GUIDELINES

You may ONLY submit original content for which you own or have all necessary legal rights and/or permissions to enter into our Distribution.

You MUST also fill-out the Submission Form in it’s entirety, including all Run time, Rating, Host, Guests/Actor, Producer, and Director information — and pay your distribution registration and channel set-up fee.

Furthermore,
● Your content must not be considered “adult” or X-rated
● Your content cannot contain embedded advertisements
● Your content must be submitted in mp4 or mov format
● You must include a movie “poster” graphic in jpg or png format
● Full length films MUST include a trailer
● You MUST submit your film via our Submission Form, no exceptions
● You may submit more than one film or TV episode at a time as ONE link
● You must agree to our Distribution Agreement and acknowledge our Producer Certificate.
If you have any questions about submitting your content to DSN, send us an email at info@divinespiritnetwork.com.