Welcome to Matrixx Internet Distribution

Distribution Agreement
With Automatically Parsed Royalties™ by Email
V. 05/12/03 Informational Only




Entity Type:
Company:
Entity or Rep's Name:
Title of Show:
Log-line of Show:
Genre of Show:
Copyright Owner of Show:



Terms of Distribution

1. PARTIES: This Agreement is by and between Matrixx Entertainment Corporation ("MEC") d/b/a Matrixx Internet Distribution ("MID") and the Copyright owner, or authorized agent for the above specified Entity Type ("Licensee," "Producer" or collectivlely "Parties") who represents and warrants that s/he has the authority to enter into this Agreement in connection with the above specified motion picture, ("Show").


2. RIGHTS GRANTED: Licensee grants MID the non-exclusive right to distribute the Show over the Internet by any means available now, or devised in the future. Licensee further acknowledges with consent that there is no time-limit placed upon each Show downloaded as Moviegoers are, in essence, purchasing, not renting Show.


3. TERRITORY: The territory authorized for distribution shall be the World and Universe, as such applies to the delivery of the Show over the Internet ("Territory") .


4. SHOW LENGTH: The running time of the Show in minutes is:

1 to 15
16 to 30
31 to 45
46 to 60
61 to 75
76 to 90
91 to 105
106 to 120
121 to 135


 5. DATA-RATE: MID agrees to place Licensee's Show on the Internet at a data-rate suitable for Low, Medium or High Bandwidth as indicated by the boxes checked below ("Bandwidth Parameters"). Low Bandwidth shall mean a data-rate of 56 - 100 Kbps, Medium Bandwidth shall mean a data-rate of 200 - 350 Kbps and High Bandwidth shall mean a data-rate of 400 - 700 Kbps. MID reserves the right to reasonably re-defined Bandwidth Parameters, including CODECs, as technology changes or improves.

Check each data-rate (kbps) desired:

Low
Medium
High


6. CHOICE OF EXHIBITION WEBSITE: MID will exhibit Licensees' Show at the appropriate site for which it qualifies as follows:

www.independentproduction.tv
www.homevideo.net
www.pay-per-view.com
www.videoarchives.tv
www.mainlinenews.tv


7. ROYALTIES: MID will instantly deliver 100% of the gross proceeds ("Gross Proceeds") for each download/portal, as and when it occurs, directly to Licensee. Such payment will be made in the form of a credit card authorization voucher for the amount of the downloaded Show or a direct deposit into a merchant account owned by Licensee. Licensee is hereby authorized to submit the credit card data to his or her merchant account and receive 100% of all Gross Proceed sums authorized, less any bank processing fees, provided Licensee agrees and warrants that any credit card number(s) s/he may receive, or come in contact with, shall be treated as confidential information and processed only by Licensee, or agent thereof, as authorized herein and in accordance with commonly accepted merchant account policies.

a) From the sums actually collected ("Adjusted Gross"), Licensee hereby agrees to remit 25% to Matrixx Internet Distribution ("Distribution Fee") by the end of each quarter of the calendar year.

b) MID may, at its discretion, extend a grace period, but retains the right to terminate distribution or exhibition services until any and all outstanding Fees owed by Licensee are brought current.

c) Licensee, in its sole discretion, may elect to have MID process all credit card transactions and remit 75% of the Gross Proceeds, less any bank processing fees, upon the same terms set forth above.


8. UPLOADING & HOSTING FEES: In the event Licensee desires to have the Show hosted by MID, it agrees to pay a one-time uploading fee ("Uploading Fee") from the below chart as such corresponds to the length of the Show in minutes as set forth above. The monthly hosting fee thereafter is ONE QUARTER (25%) of the Uploading Fee (herinafter referred to as "Hosting Fee"). Example: One-time Uploading Fee for a 90-minute feature at medium bandwidth is $100 with a monthly Hosting Fee of $25 per month therafter. The Uploading Fee includes the first month's Hosting Fee.

Length in Minutes Low Medium High
1 - 15 $30 $50 $70
16 - 30 $40 $60 $80
31 - 45 $50 $70 $90
46 - 60 $60 $80 $100
61 - 75 $70 $90 $110
76 - 90 $80 $100 $120
91 - 105 $90 $110 $130
106 - 120 $100 $120 $140
121 - 135 $110 $130 $150


9. DISPLAY FEES: By filling in the below text box with a URL, Licensee indicates that it does not need hosting but desires to just have the Show's URL displayed at the appropriate portal on a year-to-year basis. Licensee hereby agrees to pay an annual display fee equal to a flat $75.00 per year ("Display Fee") due upon execution of this Agreement and upon each anniversary of the commencement of same. The URL for Licensee's Show is


10. PROMOTIONAL DISCOUNTS: Promotional discounts are available in the event Producer posts the words to the effect: "Copies of this show are available on-demand at www._______________" prominently at the end of each TV Show, cable Show or feature-length Picture which has a circulation of at least 300,000. Contact MID to make special arrangements for this discount.


11. TERM: The term of this Agreement, for payment calculation purposes, shall start on the day a) a duly executed copy of this Agreement is received and accepted by MID, b) all relevant Fees as set forth herein have been received and c) a workable copy of the Show has been received and uploaded to the Internet ("Commencement Date"). This Agreement shall run on a month-to-month basis unless terminated or modified, in writing, by the Parties ("Term").


12. DISCLOSURES: Please disclose any of the following that apply to you:

I am affiliated with an AFMA company
I am affiliated with an MPAA or MPA company
I do not reside in the United States

I have submitted the following show(s) to MID in the past:

The Show has been sold or released in the following Media and Territories prior:

The Show was released in those Media and Territories at the following date(s):


13. DELIVERY REQUIREMENTS: Licensee agrees to deliver the Show on MiniDV, Super VHS, VHS or on CD as AVI or WMV files along with an executed copy of this Distribution Agreement and the proper Fees as set forth herein to the following address.

Matrixx Internet Distribution
223 W. Lancaster Avenue.
Devon, PA 19333
Attention: Dan Kingsley

a) After MID has uploaded the Show to the Internet, the Master will be returned to Licensee provided same requests such be returned in writing and pays for the mailing costs as reasonably determined by MID.


14. PIRACY: Licensee and MID acknowledge that marketing the Show over the Internet may result in copyright infringement and/or piracy and accordingly, the Parties shall indemnify and hold each other harmless in the event of such occurrence. MID will use its best efforts to prevent piracy, however the Parties hereto acknowledge that there is no effective way to completely prevent it.


15. ACCOUNTING & AUDIT RIGHTS: All Parties to the Gross Proceeds transaction will receive, by email, a duplicate receipt indicating what movie was downloaded, when, the price paid and all credit card data. Licensee hereby agrees, and warrants, that any credit card number(s) s/he may receive, or come in contact with, shall be treated as confidential information and processed only by Licensee, or agent thereof, as authorized herein and in accordance with commonly accepted merchant account policies. The Parties hereto grant each other audit rights for all financial transactions relating to the Show at times mutually convenient.

I have a Merchant Account
I do NOT have a Merchant Account
I plan on getting a Merchant Account


16. ADVERTISING OF EXHIBITION WEBSITES: Although MID cannot guarantee how many people will visit our exhibition websites, we can represent that, as time goes on, we will be making various deals whereby actively running TV shows will carry our website URLs. As more shows are added, and as more films are available, the traffic will increase. We are currently exposing VideoArchives.TV and PAY-PER-VIEW.com to about 300,000 per week on a financial show that we carry, however this is subject to change.


17. ADVERTISING: Producer agrees to submit advertising copy desired in connection with the Show's Exhibition Website presentation(s) with the understanding that MID may use all or part of same as space permits and may edit copy as appropriate.


18. BINDING CONTRACT: Submitting this Agreement over the Internet, whether filled out in full or in part, shall be binding upon the Parties hereto as well as their successors, representatives and assigns. MID may at any time request in writing an executed hard copy of this Agreement and Licensee hereby agrees to send such within 10 business days from receipt of such request. This Agreement supersedes and replaces any former agreements whether expressed or implied, between the Parties hereto as such pertain to the subject matter hereof. Before submitting this Agreement, Licensee agrees to printed out at least two fully-filled out hard copies.


Totay's Date:


Target Upload Date:
(allow 2 weeks)


How did you hear about us?

Referal Details:
Fill this out with some specific details
about how you were referred and deduct $2 from your initial order



Credit Card Information:

Your Name

Company (if applicable)

Cardholder Billing Street Address

City

State or Province

Zip or Postal Code

Country

Email Address

Phone

Exact Name on Credit Card

VISA
MasterCard
American Express
Discover
Will Send Check


Credit Card Number:

Exp Date:

Run Duration:

Amount Authorized

In consideration for the benefits or royalties described herein, Licensee agrees with and accepts the Terms of Distribution above, Warrants as true and correct all information submitted hereby and authorizes the processing of this credit card order on a recurring basis for the Amount Authorized so long as MID continues to provide distribution/hosting services.


If for any reason this form does not work, please email your order with a copy of this Distribution Agreement.











tm & © 1996 - 2007 by Matrixx Entertainment Corporation ("MEC") d\b\a Matrixx Internet Distribution ("MID")
ALL RIGHTS RESERVED
The terms and phrases "Home Video Network," "Pay-per-view.com," "Movies-on-Demand," "Automatically Parced Royalties," "Email Parsed Royalties," "The World's First Internet Distribution Company for Video-on-Demand™ as well as this "Distribution Agreement" (06/01/02) and the business process described and used herewith, are trademarks of MEC, a Delaware corporation. This business process and Distribution Agreement may not be copied, in full or in part, or used without express written permission from the copyright owner.

© 1996 - 2007 Matrixx Entertainment Corporation ("MEC")
The structure, layout, functionality and buttons (including, but not limited to, those labled as "Bandwidth," "Compression," Frame Rate," Max Filesize," "Colors," "Sound," "Advertising Level," "Language," "Download Time," "Start Screening at") along with the buttons option contents (as found on the left- and right-hand frames menus of the Home Video Network and Pay-per-view.com menus) constitute a proprietary business methodology/plan and common law service marks owned by MEC.

MID was founded on February 15, 1996.