Terms and Conditions

Theatrical Licence Terms & Conditions

As of 7th March, 2011

THIS THEATRICAL LICENCE AGREEMENT is between you (“the Ambassador”) and Dogwoof located at Unit 211, Hatton Square Business Centre, 16 Baldwins Gardens, London EC1N 7RJ (the “Company”).

1. Definitions and Interpretation

1.1 In this Theatrical Licence Agreement (“Licence”), the following definitions apply, unless the context requires otherwise:

• Ambassador means the individual or entity that intends to exhibit a Dogwoof film in accordance with this Licence.

• Ambassador Application Form means Dogwoof’s standard Ambassador Application Form, whether in hard copy or the online form, to be completed by Ambassador setting out details of the Screening Venue which is necessary to open an account to make Film bookings in accordance with this Licence, a copy of which is available by registering as an Ambassador. http://goodwithfilm.com/ambassadors/apply/

• Ambassador Guide means the Dogwoof document titled “Ambassador Guide” (as amended from time to time) which sets out details of the Ambassador Programme http://goodwithfilm.com/library/ambassadors/Ambassadors_guide.pdf

• Ambassador Online Portal means the secure online area where Ambassadors can complete the online Event Booking Form to book events, order Screening Copies and other applications as outlined in the Ambassador Guide and can be accessed by signing in and clicking on ‘Ambassador’s Area’ from www.goodwithfilm.com

• Commercial Returns means the revenues or total revenue received from the ticket sales for the film screenings.

• Commercial Screening means a screening where a charge can be made for attendance at the screening and promotion of the screening both within and outside of the Screening Venue is permitted.

• Film means the motion picture or other programmes to be screened in accordance with this Licence.

• Dogwoof means Dogwoof Limited with company number GB04742829 and with its registered office at Unit 211, Hatton Square Business Centre, 16 Baldwins Gardens, London EC1N 7RJ.

• Event Booking Form means the online booking form Ambassador’s must complete in order to obtain a Licence to screen a Dogwoof Film

• Licence Period means the day or days or the period specified in the online Event Booking Form

• Promotion Terms & Conditions means the terms and conditions contained in the Ambassador Guide governing the promotion of screenings, as may be amended from time to time.

• Dogwoof is willing to grant you a theatrical license to screen the film only if you accept all of the terms and conditions contained in this license agreement. Please read the terms and conditions carefully. By clicking “Accept” you are agreeing to comply with and be bound by the following terms and conditions of use.

• Screening Copy means the DVD upon which the Film is contained or any other film format supplied by Dogwoof.

• Screening Venue means the venue where the screening of the Film is to take place (as set out in the online Event Booking Form).

• Territory means the United Kingdom (meaning England, Wales, Scotland and Northern Ireland), the Isle of Man, the Channel Islands and Eire.

1.2 In this Licence:

• (a) References to statutes or statutory provisions include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinate legislation made under them;

• (b) The headings shall not affect interpretation. References to Conditions are to conditions of this Licence.

2. Request and Confirmation

2.1 Ambassador can first register their interest or apply online via www.goodwithfilm.com. Applicants must complete and submit their application form before being contacted by Dogwoof within one working day.

2.2 Dogwoof shall review the application and decide, at Dogwoof’s sole discretion, whether or not to accept Ambassador’s application. Dogwoof reserves the right, at its absolute discretion, to reject Ambassador’s application to open an account without disclosing the reasons for such a rejection.

2.3 Once Ambassador’s application has been accepted, Dogwoof will confirm Ambassador status allowing access to the Ambassador Online Portal. Here the Ambassador can submit their online Event Booking Form to screen the film.

2.4 No variations to this Licence shall be binding unless agreed in writing between Dogwoof and Ambassador.

3. Delivery

3.1 Ambassador shall include in the Ambassador Area the exact address to which Ambassador will require the Screening Copy to be delivered.

3.2 Once the Event Booking has been confirmed, Dogwoof will send the required Screening Copy for the requested Film to the Despatch Address via the Royal Mail’s Special Delivery Service (or such other delivery service as Dogwoof deems appropriate). Dogwoof will not be responsible or liable in any way if Materials go missing.

3.3 Royal Mail can only deliver to Ambassador’s attended premises during normal business hours. Costs incurred by Ambassador arising from the use of any other form of carriage than as set out in this Condition 3.3 in returning the Screening Copy will be borne solely by Ambassador.

3.4 Ambassador shall check the Screening Copy in their entirety immediately upon receipt. Any damage to or defects must be reported to Dogwoof before the first intended screening or damage and defects will be deemed to have been caused by the Ambassador and Dogwoof may not be able to transport a replacement in time for the intended screening date.

3.5 Upon completion of the screening of the Film, Ambassador shall immediately return the Screening Copy to Dogwoof (by placing the material in the self-addressed return envelope) via the Royal Mail’s Special Delivery Service (or such other delivery service as Dogwoof notifies Ambassador in writing as being appropriate) by using the prepaid envelope enclosed. Ambassador shall keep a copy of the Royal Mail tracking number provided for such return delivery and advise Dogwoof of such tracking number upon Dogwoof’s request to enable Dogwoof to track the movements of the Screening Copy in case of loss. Provision of such tracking number shall be Ambassador’s sole proof that Ambassador has returned the Screening Copy. Screening Copies must be returned in their own Dogwoof supplied prepaid envelope with an individual tracking number.

4. Licence

4.1 Subject to the terms and conditions of this Licence, Dogwoof grants to Ambassador the non-exclusive right and licence under copyright for Ambassador to exhibit the Film in the Territory only and at the Screening Venue stated in the Event Booking Form during the applicable Licence Period.

4.2 The Films made available by Dogwoof will be motion pictures or other programmes owned by third parties and the Licence shall be subject at all times to the specific terms and conditions of Dogwoof’s distribution agreement with such third parties.

4.3 The Licence does not permit screening to the general public or screening of the Film otherwise than in its entirety including without limitation credit titles, trade marks and censorship certificate.

4.4 The Licence provided is for a Commercial Screening, Ambassador shall be permitted to promote the Film. Any such promotion must be in accordance with the Promotion Terms & Conditions. Upon request by Dogwoof and at Dogwoof’s sole discretion, Ambassador must alter or remove any promotional material as communicated by Dogwoof to Ambassador.

4.5 Dogwoof encourages Ambassador’s to attract local sponsorship. Goods, services, organisations or events endorsed or promoted in connection with screening of the Film by Ambassador must have prior written approval by Dogwoof.

4.6 No cutting, editing, alteration, adaptation or copying of any Film shall be permitted.

4.7 The Ambassador is entirely responsible for obtaining and paying for any licences required in relation to exhibition of the Film(s) in the venue including without limitation local government licences, public entertainment licences, all health and safety requirements, public liability insurance and licences from collecting societies such as the Performing Rights Society and PPL (or its equivalent in other jurisdictions).

5. Charges and Payment

5.1 The Ambassador must sell 50 tickets at their decided ticket price at least a week prior to their screening date. If this is not achieved, Dogwoof will cancel the event and refund all ticket purchases.

5.2 Dogwoof takes a share per ticket sold as follows:

From the first 50 ticket sales (tickets 1-50), Dogwoof retains £3.00 per ticket. From the second 50 ticket sales (tickets 51-100), Dogwoof retains £2.00 per ticket From any further ticket sales (tickets 101 +), Dogwoof retains £1.00 per ticket

5.3 All tickets must be sold using the Dogwoof centralised ticketing system (“Ticketing System”) as outlined in the Ambassador Guide.

5.4 Ticket sales will cease 2 hours prior to the event, if the maximum tickets have not been sold.

5.5 On completion of the Screening, Ambassador shall receive a statement deducting Dogwoof’s share of ticket sales, delivery charge and any other fees due from the Commercial Returns. The remainder shall be paid to the Ambassador within seven days on receipt of Ambassador’s confirmation and bank details. The payment due to the Ambassador (“Ambassador Returns”) shall be made via BACS.

5.6 Ambassadors may obtain a VAT receipt on request.

5.7 Ambassador is responsible for all royalties, licence fees and other payments due in respect of the performing rights in any music and the mechanical reproduction of any recordings in the Film exhibited by Ambassador (including without limitation to the UK’s Performing Rights Society and PPL).

5.8 Ambassador shall upon Dogwoof’s request provide Dogwoof and Dogwoof’s authorised agent with access to the Screening Venues. Ambassador shall upon Dogwoof’s request provide Dogwoof with evidence necessary to verify the number of customer admissions and/or admission charges to a Film screening. If Ambassador has incorrectly stated the venue capacity on the Event Booking Form, then in addition to any other rights and remedies Dogwoof may have, Dogwoof may invoice Ambassador for the under reported amount which shall be paid by Ambassador within one (1) week of Ambassador’s receipt of Dogwoof’s invoice for such sums.

5.9 The Ambassador may cancel the booking of a Film by submitting written notice to Dogwoof via email or post at least five (5) working days prior to the playdate stated in the online Event Booking Form (“Cancellation Date”) upon payment of a fee of fifty pounds sterling (GBP 50.00) plus VAT.

5.10 Should the total of tickets sold number less than 50, Dogwoof’s ticket revenue share will increase in order to cover a minimum admin cost of £150. This £150 will be retained foremost and the standard tiered split will apply thereafter. The event cannot go ahead unless Dogwoof’s admin fee (£150) is covered by the Ambassador.

5.11 It is the responsibility of the Ambassador to disclose their revenues made from the Programme to Inland Revenue, whether an individual or organisation, regardless of the amount of profit taken from their ticket sales.

6. Equipment

Ambassador shall ensure that the equipment for film presentation and sound reproduction used for the screening of the Film is in good and efficient working order.

7. Excluded Rights

Nothing contained in this Licence or a Confirmation shall be construed as a licence to copy any Film, to issue copies of any Film to the public, to rent or lend any Film to the public, to communicate any Film to the public (including without limitation by way of broadcast or making available by electronic transmission) or to perform, show or play any Film in public other than in accordance with the terms expressly set out in this Licence or a Confirmation.

8. Termination

8.1 Dogwoof may terminate the Licence with immediate effect by notice in writing to Ambassador if (a) Ambassador is in material breach of any of Ambassador’s obligations in this Licence or (b) the copyright owner of a Film licensed by a Dogwoof withdraws the screening rights. 8.2 Dogwoof’s rights under Condition 8.1(a) are without prejudice to any other rights Dogwoof may have hereunder or at law in relation to termination of a Confirmation including without limitation any right to damages.

8.3 Upon termination of the Licence, all Screening Copies will be immediately returned to Dogwoof and all sums due under the Licence (including without limitation the Licence Fee) will become immediately payable and Condition 5.7 will apply from such payment due date.

9. Warranties

9.1 We warrant to you that the relevant copyright owners in the Film(s) have authorised us to grant the nonexclusive licence set out in this Contract.

9.2 We warrant to you that any Screening Copies we deliver to you will be in a good condition(fair wear and tear excepted) and fit for the purpose of theatrical exhibition. If is not then providedwe follow the procedure for replacement Prints set out in Clause 3.4 above then we will have no further liability.

9.3 Except as expressly stated in these terms, all warranties, all conditions, and all intellectual property licences (whether implied by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by law.

10. Miscellaneous

10.1 Except as required by law, both Dogwoof and Ambassador shall procure that all confidential information disclosed by one to the other in accordance with this Licence shall remain confidential and shall not be disclosed to any third party. Neither party will publish nor permit to be published any information about their relationship, unless that information has first been approved for publication by the other. Dogwoof and Ambassador shall comply with all applicable laws, regulations and directives relating to data protection.

10.2 If either Dogwoof or Ambassador is prevented from performance of its obligations under this Licence beyond its reasonable control the other may terminate the order formed by the Licence immediately on service of written notice upon the party so prevented in which case neither Dogwoof nor Ambassador shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.

10.3 No forbearance or delay by either Dogwoof or Ambassador in enforcing its respective rights under this Licence or at law or in equity by statute or otherwise will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

10.4 Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever (including but not limited to any damages) whether directly or indirectly caused to or incurred by that other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure Event.

10.5 You shall indemnify, keep fully indemnified and hold us harmless against all claims costs proceedings, demands, damages and/or liabilities including all reasonable legal costs in defending the proceedings arising as a result of any breach or non- performance or nonobservance of the warranties or other agreements and obligations on your part herein contained or implied by law.

10.6 Each Licence and the documents referred to in it constitute the entire agreement and understanding of Dogwoof and Ambassador in respect of the Event Booking and supersede any previous agreement between them.

10.7 This Contract shall be interpreted under and performed in accordance with and governed by English Law. Dogwoof and Ambassador submit to the non-exclusive jurisdiction of the English courts in respect of any disputes arising under this Licence.