26.12.2018, Москва

Terms of service

hereinafter the «Rules» or the «Contract»
This Contract regulate the relations arising between Zolotukhin Ivan Andreevich, the Individual Entrepreneur acting on the basis of a certificate of state registration as an individual entrepreneur series 66 No. 006496297 (hereinafter the "Contractor") and the person who accepted these rules by paying an invoice in the manner described in the invoice and on Contract terms, (hereinafter referred to as the "Customer"), hereinafter referred to as the "Parties".
Terms and definitions

Work — audiovisual work of any duration and genre.

Festivals — film festivals of any form and duration, held on the territory of any countries of the World, awards, film markets.

Festival Strategy — a written analysis of the Customer's Work festival potential. Work plan is based on the strategy (Number of month, number of festivals)

List of festivals — an online google-table in which the plan and progress of works are recorded. It includes the names of the Festivals, deadlines, dates of the Festivals, the country and city of the Festivals, links to the Festivals websites, the Contractor's comments, the date of delivering (submitting) of the Work to the Festival, screenshots of submissions (letters from Festivals or payment gateways of Festivals), participation cost ( Entree fees) and tracking numbers, Screening Fees and all calculations related to it.

Entry fees — the fees that some Festivals require for submitting audiovisual works to a preselection contest.

Screening fee — license fees paid by some Festivals for a public screening of an audiovisual work.
1. Assurances and confirmations.

1.1. The Parties confirm that they have the rights to enter into this Contract, including the rights to represent the Parties.

1.2. The Customer confirms that he has all the rights to the audiovisual work (hereinafter "Work") specified in the Contract and in the Invoice, necessary to fulfill its obligations described in the Contract.

1.3. In the case of any disputes connected with cl.1.1 and/or 1.2. the Party in respect of which the relevant dispute has arisen shall bear all the costs by itself and also will reimburse the other Party for all documented losses arising from the occurrence of such disputes and will take the necessary steps to ensure that such disputes or disagreements do not affect the implementation of this Contract.
2. Scope of the Contract

2.1. This Contract describes all general agreements between the Parties, their rights, duties and responsibilities arising during the execution of the Contract.

2.2.The Contractor shall provide services, as well as defined in the Invoice accepted by the Customer (hereinafter referred to as the Services) and the Customer shall accept and pay for the Services on time and in the amount specified in the Invoice. The list of Services is also listed on the Contractor's website at: https://festagent.com/ru/agency

2.3. The Contractor has the right to involve third parties without the consent of the Customer.
3. Liabilities of the Parties
3.1. The Contractor shall:

3.1.1. The Contractor shall prepare and submit to the Customer for approval a Festival Strategy by e-mail, (including a written analysis of the Work for the purpose of participating in various Festivals (with examples of Festivals, no more than 10 (ten) examples and work plan).

3.1.2. The Contractor shall create the List of the festivals (or part of the List for two month (in the case the List of the Festivals exceeds 50 (fifty) names and the terms for completion of the work on sending the Work are more than 2 (two) months from the date of accepting of the Contract) within 5 (five working days) from the date of accepting the Contract (If the Customer provide all the materials nessesary for this work). The list of Festivals will be created according to the date, regulation, genre policy, etc., and provided to the Customer for approval, and the Customer can refuse to accept or accept and approve it by email.

3.1.3. The Contractor shall prepare all information about participating conditions in selected Festivals, including the amount of the Entree fee, Work specifications, documents and information requirements set by the organizers of the Festivals, preparation time, Festivals dates and all other necessary actions that need to be carried out in order to participate in the Festivals.

3.1.4. Deliver the copy of the Work to the Festivals coordinated with the Customer and in time specified by the Festivals organizers via electronic services as appointed by the Festivals.With a full set of necessary documents, in proper quality, taking all necessary actions depending on the Customer for the acceptance of the Work for consideration in the pre-selection contest;

3.1.5. Provide the copies of the documents as the confirmation of successful delivery at the Customer's request, i.e. display screenshots.

3.1.6. At the request of the Customer, Festivals with Entree fee may be included in the List of Festivals. Entree fees are not included in the cost of the Contractor's Services and are paid by the Customer in excess of the contract account on the basis of separately issued invoices of the Contractor.(cl 6.1)

3.1.7. Provide a written confirmation (by email) of receipt of the Work and its acceptance for consideration in the contest program from the representatives of the Festival at the Customer's request in case the Festival provides such notification.

3.1.8. After Customer's request the Contractor could render accompanying services for preparation of the Work for participation in the Festivals. In this case Parties shall sign the supplementary agreements with additional fee.

3.1.9. Inform the Customer (by email) of the results of participation of the Work in the contest of the Festival or other notifications related to the festival life of the Work received from the representatives of the Festival.

3.1.10. Provide the Customer with all necessary information in order to go to the venue in case of the Work is added to any program of the Festival.

3.1.11. Not introduce any changes in the Work as well as in the materials attached to it without written consent of the Customer.

3.1.12. The Contractor shall control the results of the selection boards of the festivals unless the selection results of the last festival are known.

3.1.13. The Contractor shall be obliged to perform all actions relating to the creation of the List of Festivals and transfer of the Work's copies to them independently and all expenses for that are covered by the services fee (Entree fee, courier services are not included)

3.2. The Customer shall:

3.2.1. Provide the Contractor with all materials and reliable information about the Work required for participation, within 7 (seven) days prom accepting the Contract, including:

  1. Film MOV APPLE PRORES422HQ, sound WAV 24 bit 48 kHz (with credits and without) as a link. Link should be available for the duration of the Contract.
  2. Synopsis in English;
  3. Screenshots from the Movie in print quality (300 dpi);
  4. Director's photograph in print quality 300 dpi;
  5. Dialogue lists in the Russian and English languages;
  6. Final credits in English;
  7. The Movie's posters and press-kit, trailer, some photos from the backstage (if available);
  8. Director's statement
  9. credits in srt.

3.2.2. Provide by email a correctly completed Questionnaire (Appendix No. 1) no later than 3 (three) business days from the date of accepting the Contract.

3.2.3. Provide other materials required for participation in the Festivals according to the regulation published in open sources in addition to the list specified in cl.3.2.1. within the period specified in the written notification (by email) from the Contractor.

3.2.4. Approve the List of the Festivals (or part of the list) for delivery of the Work prepared by the Contractor for the next reporting period within 3 (three) business days from date of receipt of the written request (by email) of the Contractor. In the case of no response from the Customer within 3 (three) working days, the List is considered approved by the Customer, and services are provided according to the List.

3.2.5. Not make any changes in the list of the Festivals after its approval.

3.2.6. During the whole period of works on sending the Work to the Festivals, not to publish the Work in the Internet for free public access. Incompliance with this requirement does not qualify as violation hereof, though the Customer confirms that it can lead to impossibility of the Work's participation in some Festivals.
In the event that the Customer violates the terms of this clause, despite the fact that the List of Festivals will already be created by the Contractor at the time of the violation, the Customer undertakes to pay the Contractor's services for preparing the List according to the price listed at https://festagent.com/ru/services/promotion

3.2.7. To inform Contractor about any works and activities that can influence the Festival Strategy, List of Festivals and sending, i.e. sending the Work to any Festivals and awards, that are not named in the List agreed with the Contractor, or public performances. (incl. closed screenings), or any agreements with third parties (including the display of the Work, promotion of the Work to Festivals and publishing of the Work in the Internet)
4. Rights of the Parties
4.1. The Contractor may:


4.1.2. Receive any information required to fulfill his obligations hereunder from the Customer and deliver it to the third parties approved by the Customer.

4.1.2. Sign the applications for participation in the Festivals approved by the Customer on the Customer's behalf as well as to certify the information about the Work on the Customer's behalf.

4.1.3. In case of non-delivery or incomplete delivery of the required information, the Contractor may suspend the fulfillment of her obligations until he receives all required materials and information (notifying the Customer in writing of such suspension of obligations).

4.1.4. Request information related to the Work and its festival fate from the representatives of the Festival.

4.1.5. Request additional materials to the Work from the Customer, including the Contracts signed by other authors if they are required for participation in a Festival approved by the Customer but not specified in the main list as per cl. 3.2.1. In this case, the Contractor shall send a written request (by email) to the Customer including the date of the materials delivery.

4.1.6. Refuse to negotiate with the Customer's educational institution in cases where the Festival need any documents from the university. The Customer shall receive all additional materials by himself.

4.1.7. To refuse from performance of works on sending the Work to the festivals, not included into the List approved by the Customer, as well as to the festivals required by the Customer after the written approval of the list by both Parties.

4.1.8. By accepting the terms of this Agreement, the Customer gives the Contractor the right to publish in the open sources, i.e. on the website of the Contractor (www.festagent.com) and in social groups Festagent (facebook / vkontakte / Instagram) advertising information about the Work provided by the Customer, namely: frames from the Work, photo of the director, poster and trailer of the Work, as well as the results of participation of the Work in the Festivals, in order to demonstrate the capabilities of the Contractor and the Customer, if the confidentiality requirement is not specified in the supplementary agreement to this Contract.

4.1.9. To publish on the website of the Contractor an official card of the Work with basic information from the Customer's Questionnaire for additional submission of the Work to the selectors and organizers of the Festivals, as well as to make changes to such information based on information received from the Customer. At the same time, the cost of publications is included in the cost of services for the promotion of Works at the Festivals under this Contract. Publications should not be made in violation of the legislation of the Russian Federation, the rights of third parties. The Contractor does not have the right to publish information in prohibited sources, sources containing inaccurate, defamatory information, sources that adversely affect the image of the Customer, etc.

4.1.10. The Contractor has the right to temporarily suspend the performance of its obligations under the Contract if the Customer delays payment for services in the manner described in Section 6 of this Contract for more than 30 calendar days by sending a written notification to the Customer about the suspension of the provision of services. In the event of the circumstances specified in this cl., the Contractor shall renew the provision of services under the Contract within 24 (twenty four) hours from the date of payment for the services by the Customer.

4.1.11 The Contractor has the right to upload the Work to the website under the domain name vimeo.com on its own closed channel to fulfill its obligations under the Contract.

4.2. The Customer may:

4.2.1. Require documentary evidence of timely transfer of the Work to Festivals if it is technically possible

4.2.2. Require a written confirmation of successful transfer of the Work to the Festival and acceptance of the Work for consideration by the Festival board in case the Festival regulation provides such notification.

4.2.3. Order the Contractor to introduce changes in the Work with the aim of its compliance with the Festival regulations, as well as subtitle the film and pay for these services in addition to the cost of this Contract on the basis of the cost sheet in the appropriate supplementary agreement

4.2.4. Use its author, allied and property rights to the Work to the fullest extent and during the term of the Contract. Moreover, in case of alienation of any rights to the Work before termination of this Contract, the Customer shall notify the Contractor by email..

4.2.5. Require confidentiality in respect of services provided under this Contract, and specify this requirement in an additional agreement to the Contract.
5. Property Rights

5.1. The Customer licenses to the Contractor a non-exclusive right to reproduce and distribute the Work, including export of the Work only within the scope of the activity described in this Contract and within the scope of the requirements specified in the Festival regulations, except as otherwise provided in the supplements hereto and for the term of the Contract's effectiveness. The Contractor has no rights to sublicense the above rights. The provision of these rights is not additionally compensated to the Customer and does not involve payment of any remuneration

5.2. The Customer shall transfer to the Contractor a non-exclusive right to subtitle and translation of the Work if it is included into the list of works hereunder. Moreover, transfer of the specified property rights shall not be additionally compensated to the Customer. The languages and the format of the subtitle of the Work shll be agreed by the Customer in advance.

5.3. All rights to the Work and any works derivative from it belong exclusively to the Customer and in no case the Contractor can get any rights with respect to the Work or derivative works, but for the limited rights to use the Work and/or derivative works for the purposes of this Contract, that are expressly stipulated therein. The Customer receives all rights to the works derivative from the Work from the moment of their creation.

5.4. In case of payment by the Festival of the Screening Fee in the framework of the provision of services under this Contract, the amount of payment, except for all fees, is divided between the Customer and the Contractor in equal shares. The Contractor independently negotiates with the Organizing Committee of the Festival, receives a Screening Fee and transfers part of the fee to a person (50% of the fee) specified by the Customer in a written notification, according to the details specified by the Customer, and in the absence of such notification, the Contractor transfers part of the fee to the Customer.
In the event that the Customer or any other person receives the Screening Fee, he shall, within 3 days from the date of transfer, notify the Contractor by email of providing confirmations (screenshots of the amount and date of transfer), if any, and 50% this amount, with the exception of all commissions, is transferred to the Contractor. The mutual settlements of the parties are counted in the List of Festivals with an indication of the amount of the Screening Fee, the name of the Festival and the recipient of funds
6. Cost of services and payment procedure

6.1. In case the Festival require Entry Fee to accept a submission of the Work, the Contractor shall invoice the Customer for payment of the above Entry Fee. After receipt of payment from the Customer, the Contractor shall pay all the Entry Fee expenses provided for the Festival. For the transfer and payment of the Entry Fee, the Contractor will charge a fee in the amount of 10% of the required amount.

6.2. The Fee of the Contract shall be paid to the Contractor according to the Invoice as follows:

6.2.1. Before the the Services in the amount of the cost for the first and last months of the Services, according to the date and number of Festivals specified in the invoice. The Customer also agrees that in case it is necessary to make several shipments of the Work to the same Festival, including sending two or more parts of the same Work, as well as sending several Customer's Works to the same Festival, each such shipment It is considered a separate Festival in accordance with the terms of this Agreement and the contract account, and is also taken into account when calculating the cost of the Services.

6.2.2. For each subsequent month after the first month of providing services, no later than the commencement of the paid period on the basis of the invoice, sent by the Contractor.

6.3. In case of rendering services in respect of Festivals, the number of which is less than 50 (fifty), the Customer pays for services in the following order:

6.3.1. 70% of the cost of services specified in the Invoice within 5 (five) days from the date of the conclusion of the account-contract and this Agreement and until the start of the provision of services

6.3.2. 30% of the cost of services specified in the invoice agreement, within 5 (five) days from the date of termination of the provision of services.

6.4. In case of early refusal of the Customer from this Agreement, payment for the last month of the provision of services shall be accepted as payment for the last month of the provision of services preceding the moment of termination of this Agreement andcontract account.

6.5. If the Customer has been granted a discount on services, the Customer undertakes to publish news about the participation of Work in festivals, about prizes and in his social networks with reference to the Contractor, and also undertakes to add the logo of the Contractor in the final credits of the Work
7. Responsibility of the Parties

7.1. The Customer bears full responsibility for accuracy of the information provided to the Contractor for use in the course of performance of works under the Contract.

7.2. The Contractor shall be responsible for the timely transfer of a copy of the Work to the Festival's pre-selection competition, as well as taking measures to prevent unauthorized viewing, copying, damage of the copie, ensuring its safety and proper transportation within the framework of the Contract activity and within the term of the Contract, except when it becomes publicly available or from third parties with the orders of the organizing committees of the Festivals.

7.3. The Contractor shall not be liable in case the Work sent to the Festival in accordance with cl. 3.1.1. does not come to the representatives of the Festival in time or does not come for reasons beyond the Contractor's control (due to incorrect operation of the postal service, delay at the customs, etc.). In this case the Contractor must provide the Customer with the needed confirmation documents (tracking number of the Post of Russia and display screenshot).

7.4. The Contractor shall not be liable for the work of the selection boards of the Festivals as well as for the results of the contest selection.

7.5. The Contractor shall not be responsible for errors in the layout of the official printed or electronic catalog of the Festival in the section of information about the Work.

7.6.The Contractor is not responsible for the level of the Festival in the current season, for inconsistencies in the official invitation and at the real event, including the work of the Festival's ticket service and the process of distributing tickets to a particular program session, for the quality of film screening at the Festival and the work of the service engineers / projectionists.

7.7. The Contractor is not responsible for coordinating the process of obtaining a visa for the Customer, the process of buying tickets for any type of transport to the venue of the Festival, for force majeure changes to travel plans by the Customer, being late to show places of the Work, being late to any type of transport, losing contact with the coordinator of the Festival .

7.8. The Customer shall undertake all obligations and expenses related to the additional sending of the copy of the Work to the Festival on the professional medium if the Work is added to the Festival program.
Customer could independently conducts negotiations with representatives of the Festival.

7.9. In case the Contractor, due to his own fault, did not send the work to the Festival from the List, the Contractor undertakes to send the work to a similar Festival that is not included in the List.
8. Force Majeure

8.1. The Parties shall be released from the responsibility for non-fulfillment or improper fulfillment of their obligations hereunder and Appendices hereto if it is caused by the circumstances of insuperable force, including: acts of God, political storms, revolts, military actions and their consequences, as well as any other circumstances not depending on the Parties' control within due limits.

8.2. The circumstances which are beyond the control of the Parties shall be issuance of acts by the governmental and regulatory bodies which make it impossible to fulfill the obligations hereunder by one of the Parties.

8.3. Fulfillment of obligations by the Parties shall be transferred to the duration of the above-mentioned circumstances and their consequences in proportion. The binding condition shall be a written notification of the contracting party hereunder no later than in three days after occurrence of such circumstances that the Party cannot fulfill its contract liabilities.

9. Miscellaneous

9.1. Any information on the Customer's commercial activities received by the Contractor during the execution of the Contract, as well as the content of the Contract, is confidential and cannot be disclosed to third parties without the written consent of the Customer . The Contractor undertakes to keep confidential all commercial information not related to the category of publicly available information that he received from the Customer during the term of the Contract, even if it was not designated as secret or confidential.

9.2. The disputes arising between the Parties in the course of performance of this Contract shall be settled by negotiations. If the consensus between the Parties is not reached, the disputes shall be settled at the Arbitration Court of the City of Moscow.

9.3. The Parties shall be obliged to inform each other of change of addresses specified herein within 7 (seven) business days as of the date of origin of such changes.

9.4. This Contract shall not involve creation of a joint venture, partnership or origin of labor relations between the Parties.

9.5. This Contract shall be regulated only by the laws of the Russian Federation. In case of introduction of alterations in the applicable legislation of the Russian Federation, legal relationships hereunder shall be subject to bringing to correspondence with the altered legislation as of the date of entering into force of the legislative acts bringing these alterations.

9.6. The Parties have agreed that the correspondence to the email addresses is official, and in the event of a dispute, it will be accepted as evidence of fulfillment of the obligations.