1st Annual

The Constellation Online Film Festival

October 01, 2011 to December 31, 2011

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International
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15 East 62nd Street
New York NY 10065
USA
Phone: 212 981 2638
festival@constellation.tv
http://festival.constellation.tv

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Official Selections
The Constellation Film Festival accepts films of any length under 120 minutes, across all genres, to compete for the Constellation Grand Prize of $10,000.

MISSION & OBJECTIVE

The Constellation Online Film Festival is the first exclusively online festival on the Constellation.tv platform. Our mission is to provide a platform that will allow new films to reach the widest possible global audience, and simultaneously earn real revenue for the filmmaking teams.

WHAT DOES IT TAKE?

Unlike most festivals, The Constellation Online Film Festival prioritizes and rewards two strengths: a film's quality and appeal to a ticket-buying audience, and the filmmaking team's ability to spread the word and market their film. The only judge is your audience.

WINNER TAKES ALL

The Constellation Grand Prize of $10,000 will be awarded to the film that amasses the highest score over the course of the festival. A film's score will be determined by multiplying the total number of tickets sold by the average score that the film receives per view, as rated by each individual audience member while they are watching your film in Constellation's virtual online movie theaters. The strategy to win is to submit a film that your audience will love, and encourage as many people as possible to buy tickets and watch it. All filmmaking teams will receive 60% of all ticket sales revenue, per the Terms and Conditions and License Agreement.

COMPETITION

Each film's running score will be displayed next to the title throughout the festival, so filmmaking teams can see where they stand in the competition for the Constellation Grand Prize.


ABOUT THE FESTIVAL

WHAT IS CONSTELLATION.TV?

Constellation.tv is the world's first online movie theater. Constellation screens films at discrete showtimes for live, global, ticket-buying audiences. Many films are hosted by VIPs, such as actors, directors, and other notables. Constellation.tv's main site (www.constellation.tv) will be going live at some point later this summer. In the meantime, you can check our facebook page (facebook.com/ConstellationTV, or twitter.com/ConstellationTV) for updates about where to enjoy the Constellation.tv experience.

FESTIVAL INFORMATION

Festival entries will be accepted from June 25 through September 1, 2011. The WAB late deadline is September 15, 2011.

We will review all submissions, and we accept films of all lengths under 120 minutes. If you think you can convince people to see your film and they'll enjoy it, then this festival is for you, no matter what kind of movie you've made (though if we think it's pornographic or obscene, we will not accept it, per the Terms and Conditions).

Accepted entries will be notified by email no later than September 20, 2011.

Starting at 12am on October 1, 2011, users from around the globe will be able to purchase tickets and attend screenings in Constellation's virtual online movie theaters of the Official Selections of the very first Constellation Online Film Festival!

Each film will be exhibited 12 times per day, at times indicated on its own page hosted on the constellation.tv domain, accessible via festival.constellation.tv. Many screenings will be hosted by the films' directors, actors, and other notables associated with the films.

Ticket-buyers will be asked to rate the films on a scale of 1 to 5 via our one-click voting system inside the virtual theaters.

Each film's score will be determined by multiplying the total number of viewers of each film by that film's average rating. The running scores will be displayed next to each film on the festival.constellation.tv page during the festival.

At the end of the screening period, at 12am on January 1, 2012, the votes will be tallied, and each film given a final score. The film with the highest score will be awarded the $10,000 Constellation Film Festival Grand Prize. Winner takes all!

All films accepted as Official Selections will receive 60% of the ticket sales to their films, per the terms of the Terms and Conditions and Festival License Agreement displayed in this application.

Filmmaking teams are encouraged to spread the word as widely as possible, and to fill the theaters as best they can. The more tickets sold, the higher a film's score, the more revenue back to the filmmaker, the more likely a film is to win the Grand Prize.

Questions? Concerns? Need help? Please email the Festival Coordinator at festival@constellation.tv.

We're looking forward to your submissions!

ORGANIZERS

Dahlia Graham; James Lawler

GENERAL RULES

All entrants must agree to the Terms & Conditions, including the License Agreement, at the time of submission in order to qualify for entry. If you do not agree to the Terms & Conditions, do not submit your film for consideration.

TERMS AND CONDITIONS

TERMS AND CONDITIONS
1. The following Terms and Conditions govern your participation, subject to acceptance of your film by Constellation Holdings, LLC (“Constellation”), in The Constellation Online Film Festival (the "Festival"). By clicking “Agree” below and submitting content to Constellation via Withoutabox.com, you are agreeing to these Terms and Conditions. If you do not wish to participate in the Festival and do not wish to be bound by the following Terms and Conditions, do not click “Agree” and do not submit your film to the Festival.
2. Submissions and Selection and Eligibility Criteria
2.1 Each film submitted to the Festival by you (each “Submission”), including without limitation all audiovisual content, application information, metadata, credits, copyright notices, and all information and related forms uploaded or submitted via Withoutabox.com will be reviewed by Constellation as a candidate for entry into the Festival.
2.2 Constellation will have the absolute right to reject or accept any Submission for any reason whatsoever, whether stated or unstated and whether or not such reason is referred to in these Terms and Conditions or elsewhere. Constellation need not provide you or any other entity with any explanation whatsoever as to why a Submission was accepted or rejected.
2.3 Without limiting Constellation's rights under paragraph 2.2, in order for your Submission to be considered for entry into the Festival, you and/or your Submission must meet ALL of the following criteria (the "Eligibility Criteria"):
• Your Submission, including all required information, must be received by Constellation between 12:01 AM GMT on June 25, 2011 and 11:59 PM GMT on September 15, 2011 (the "Submission Period"). The Submission Period may be extended according to Paragraph 3.2.
• Your Submission must not contain any material which, in Constellation’s sole discretion, is pornographic or obscene;
• You must not place or purport to place any geographical limitations on Constellation's distribution of your Submission;
• You must not be an employee of Constellation or any other entity connected with the creation and administration of the Festival, or in any such employee's immediate family; and
• Your Submission must conform to the criteria for eligibility described in the Withoutabox.com application for submissions to the Festival.
• Your Submission, if not produced in the English language, must be subtitled with English language subtitles. All written submission materials must be in English.
• You must accept BOTH these Terms and Conditions and the Constellation Festival License, in each case by clicking “Agree” at the bottom of the document.

2.4 There is no limit to the number of Submissions you may make to the Festival, but Constellation makes no warranty, representation or guarantee that ANY Submission will be accepted as a Festival Entry.
2.5 Regardless of whether or not any Submission meets the Eligibility Criteria described in Paragraph 2.3, or whether or not such Submission is accepted as a Festival Entry into the Festival, Constellation will have the right to exploit such Submission according to the terms of the Constellation Festival License. By clicking “Agree” below and uploading your Submission, you license your Submission to Constellation according to the terms of the Constellation Festival License.
2.6 You represent, warrant and undertake that you have obtained appropriate Release Forms from each individual who appears in, or makes any contribution to your Submission and you agree to provide such Contributor Release Forms to Constellation upon Constellation's request. If you fail to provide any Release Form(s) within ten (10) days of Constellation's request to do so, Constellation reserves the right to disqualify your Submission and/or remove your Submission from the Platform.
2.7 Constellation may require you at any time on request to provide evidence to verify to Constellation's reasonable satisfaction that the information you provided in your Submission is true and correct to the best of your knowledge and/or that you or your Submission meets any relevant Eligibility Criteria. If, following such a request, you fail to provide evidence of such matters to satisfy Constellation, (in its sole discretion), Constellation reserves the right to disqualify your Submission and/or remove your Submission from the Platform.
3. The Festival
3.1 A Submission will be entered into the Festival if only if it meets all of the Eligibility Criteria described in Paragraph 2.3 AND it is approved by Constellation in Constellation’s sole discretion.
A Submission which is accepted by Constellation into the Festival in accordance with the foregoing shall be referred to in these Terms and Conditions as a "Festival Entry".
3.2 Constellation reserves the right at its sole discretion to extend the Submission Period. Any such extension shall be specified on the Constellation Online Film Festival website.
3.3 Constellation will inform you by e-mail whether or not your Submission has been accepted as a Festival Entry. Your Submission will cease to be a Festival Entry if you are subsequently disqualified in accordance with these Terms and Conditions.
3.4 Each Festival Entry will be displayed within an area of the Constellation.tv website (“Festival Website”) dedicated to the Festival from the later of (i) the date it is accepted by Constellation or (ii) the start of the “Screening Period”. The Screening Period shall commence and end on dates to be announced by Constellation on the Constellation Online Film Festival website. During the Screening Period, users of the Platform will be able to purchase tickets to watch and vote for each Festival Entry on a schedule to be determined by Constellation. Each user of the Platform is only permitted a single vote, on a scale of 1 to 5, for each Festival Entry. Constellation reserves the right at its sole discretion to extend the Screening Period. Any such extension shall be specified on the Festival Website.
4. Awards
4.1 All Festival Entries will be eligible for The Constellation Online Film Festival Grand Prize (“Grand Prize”), which will be awarded to one Festival Entry. If you are the Grand Prize winner, you will receive a cash prize of ten thousand US dollars ($10,000.00). The winner of the Grand Prize will be determined by multiplying the number of tickets sold for each Festival Entry by the average score given to that Festival Entry by each viewer. For example, if 1,000 tickets are purchased to a Festival Entry during the Screening Period, and the average recorded score is 3.5, that Festival Entry will receive a score of 3,500. The winner will be determined within 2 weeks of the conclusion of the Voting Period. The winner of the Grand Prize will be notified by email and subsequently will be announced by Constellation on the Festival Website.
4.2 Constellation shall communicate on the Festival Website any further information on Awards and Award-winner announcements.
4.3 You are entitled to vote in the Festival, but you may not vote for any individual Festival Entry more than once per day. If Constellation has a reasonable suspicion that you have voted for any individual Festival Entry submitted by you more than once per day, Constellation reserves the right to disqualify you and your Submission from the Festival.
4.4 If Constellation believes that, as a result of any act by you or by a third party acting on your behalf (including without limitation the use of any automated system, software or computer program developed to simulate human voting in the Constellation screening rooms), voting, streaming or viewing data relating to Your Festival Entry (or any other entry) is being altered or affected so as to attempt to influence the awarding of the Grand Prize, then Constellation reserves the right to disqualify you and your Submission(s) from the Festival.
4.5 If Your Submission is disqualified from the Festival, that Submission shall not be eligible for any of the Awards and it shall be removed from the Festival Website. However, any disqualification of your Submission(s) from the Festival will not affect Constellation’s right to exploit your Submission(s) according to the terms of the Constellation Festival License.
4.6 Notwithstanding the foregoing, Constellation reserves the right in its sole discretion to withdraw any or all Award(s) in the event that there are fewer than twenty-five (25) Festival Entries.
5. License
You hereby license all content submitted to Constellation according to the terms of the Constellation Festival License.
6. Publicity
You agree to take part in reasonable Festival publicity (during the Festival Period and thereafter) requested by Constellation and agree that you may be filmed, photographed or otherwise recorded by Constellation or other third parties for this purpose. You agree that your name, image, likeness, voice and statements may be published throughout the world in any medium now known or hereafter devised in connection with your participation in the Festival and/or in the exercise of the advertising, publicity and marketing rights granted to Constellation pursuant to these Terms and Conditions.
7. Notices
All notices and demands of any kind that either you or Constellation may be required or desire to serve upon the other party under the terms of this Agreement shall be in writing and addressed as follows:


To Licensee: Constellation Holdings, LLC
15 East 62nd Street
New York NY 10065



To You: Your Address, as submitted via Withoutabox.com.

The addresses to which notices and demands shall be delivered or sent may be changed from time to time by notice served to the above addresses.

8. Waiver and Indemnity
By submitting content to Constellation, you agree, to the extent permitted by law, to indemnify and hold Constellation, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your participation in the Festival, or any action taken by Constellation as part of its investigation of a suspected violation of this Agreement or the Constellation Festival License or as a result of Constellation’s finding or decision that a violation of this agreement or the Constellation Festival License has occurred. This means that you cannot sue or recover damages from Constellation, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to disqualify any Submission or Festival Entry, or to take any other action during the investigation of a suspected violation or as a result of Constellation’s conclusion that a violation of this agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement.

9. General Provisions

(a) This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect thereto. No claim of waiver, modification, or consent with respect to any provision of this Agreement shall be made against either party except on the basis of a written instrument executed by or on behalf of such party.

(b) This Agreement is to be governed by and construed in accordance with the law of the State of New York.

(c) The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect; if any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Constellation’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Constellation will not be responsible for failures to fulfill any obligations due to causes beyond its control.

(d) This Agreement will inure to the benefit of the respective permitted successors and assigns of the parties hereto and the Indemnified Parties hereunder and their successors, assigns or representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto will be binding upon their respective successors and assigns; but neither this Agreement nor any of the rights or obligations hereunder shall be assignable by any party (except to affiliates of such party) without the prior written consent of the others, which may be given or withheld in such parties’ absolute discretion.


LICENSE AGREEMENT
The following license agreement (this “Agreement”) grants Constellation Holdings, LLC (“Licensee” or “Constellation”) certain rights to exploit your film. By clicking “Agree” below and submitting your film via Withoutabox.com, you (“Licensor” or “you”) are licensing that content to Constellation according to the terms herein. If you do not wish to license your film to Constellation and do not wish to be bound by the following terms, do not click “Agree” and do not upload content to Withoutabox.com.

WHEREAS You are the owner of certain rights in the audiovisual content that is comprised of a work that you are submitting to Constellation via Withoutabox.com (the “Licensed Content”).

WHEREAS Constellation owns and operates a proprietary internet-based film exhibition platform and software (collectively, the “Platform”) through which users purchase tickets and view streaming audiovisual content on a variety of devices, including computers, cellular phones, and other mobile communication devices;

WHEREAS You desire to grant Constellation the right to exploit the Licensed Content via Constellation’s Platform both as part of the Constellation Online Film Festival (the “Festival”) and as a part of Constellation’s normal, non-festival business;

NOW THEREFORE, the parties hereby agree as follows:

1. Content.
The audiovisual work comprising the Licensed Content is your submission, including without limitation all audiovisual content, to the Festival.

2. Term.
The term (the “Term”) of this Agreement will begin on the day the Licensed Content is submitted by you, (the “Submission Date”) and will continue for eighteen (18) months thereafter, unless Constellation is notified in writing that you wish to terminate this agreement, in which case Constellation shall have thirty (30) days to cease exploitation of the Licensed Content. Notwithstanding the foregoing, you shall have no right to terminate this agreement prior to the conclusion of the Festival.

3. Grant of Rights.
You grant the following rights to Constellation:

(a) The right during the Term to distribute, transmit, publicly display and perform, stream, copy, reformat and/or convert (as reasonably necessary to enable distribution via the Platform), and broadcast the Licensed Content, throughout the universe, via the Platform, to any device or receiver, whether now known or hereafter devised, which is capable of running the Platform, including, without limitation, computers, televisions, cellular phones, mobile communication devices, PDAs, digital cable receivers, satellite receivers and similar devices (the “Pay per Stream Right”).

(b) The right to use any title(s), trademark(s) or service mark(s) by which the Licensed Content is known for the purpose of promoting the Licensed Content on the Platform, and/or for promoting the Platform itself;

(c) The right to use the names, likenesses, voices, biographical material, or recorded audio or video of any individuals whose performances are embodied in the Licensed Content, for the purpose of promoting the Licensed Content on the Platform, and/or for promoting the Platform itself;

(d) The right to use any media materials that you may provide, including without limitation poster, trailer and still photographs, to promote the Licensed Content on the Platform, and/or for promoting the Platform itself;

(e) The right to use all application information, metadata, credits, and all other information and related forms uploaded or submitted by you via Withoutabox.com;

4. Ticket Prices

(a) During the Festival, tickets will be sold to screenings of each Festival Entry at prices to be determined by Licensee in Licensee’s sole discretion. In no event will any tickets to any Festival Entries be sold for less than $2.99 USD.

(b) After the conclusion of the Festival, Constellation will, in its sole discretion, have the right to determine a schedule of ticket prices (the “Price Schedule”) for each Work in the Licensed Content.


5. Revenue Sharing

(a) In exchange for the rights granted herein, Constellation will pay you an amount (“Your Share”) equal to sixty percent (60%) of Total Ticket Sales (defined below) received by Constellation from the Licensed Content’s exhibition on the Platform during the Term.
(b) In certain cases, Constellation, at its sole discretion, may secure a person such as a major actor, director, or other notable individual to host a screening (a “VIP Hosted Screening”). For a VIP Hosted Screening, Your Share will be equal to fifty percent (50%) of Total Ticket Sales (defined below) received by Constellation for such VIP Hosted Screening.
(c) For the purposes of this agreement, “Total Ticket Sales” shall be defined as the dollar amount of all tickets purchased to view, stream, or broadcast the Licensed Content through the Platform, minus all credit card processing, currency exchange, and bank transaction fees of any kind. Your Share will be distributed on a monthly basis and will be accompanied by a statement (the “Monthly Accounting Statement”).
6. Format
In the event that, in Constellation’s sole discretion, additional formatting or conversion of the Licensed Content is required for the purpose of exploiting the Licensed Content on the Platform, Constellation may incur such formatting or data conversion costs, at Constellation’s sole cost and expense.

7. Warranties Made by You
You hereby represent and warrant to Constellation that:

(a) You own, control or have a right to sub-license all rights granted to Constellation hereunder (including any rights that are component parts of the Licensed Content or any part thereof, such as, without limitation, story rights, synchronization rights, and digital performance rights in sound recordings, etc.) and you have the absolute right, power and authority to enter into this Agreement, and to grant to Constellation all rights, licenses and privileges hereunder;

(b) No exercise of any rights granted to Constellation hereunder will violate or infringe the proprietary rights, right to privacy, civil rights, or any other right whatsoever, including without limitation trademark, trade name, contract, or copyrights of any person or entity;

(c) You will not at any time during the Term or any extension thereof sell, assign or grant to any other person or entity any rights, licenses or privileges that would violate, encumber, interfere with or materially affect the rights granted to Constellation hereunder;

(d) You will, at its sole cost and expense, take all reasonable steps to protect all copyrights and other rights pertaining to the Licensed Content and shall initiate such action and proceedings as may be reasonably required to prevent any unauthorized or infringing use by third parties of the Licensed Content or any part thereof;

(e) You shall execute or cause to be executed all further documents, including without limitation all copyright and trademark license agreements, as Constellation may reasonably require to effectuate the purpose and intent of this Agreement;

(f) You hereby warrant that there is no litigation, pending or threatened, which may materially affect the rights granted to Constellation hereunder;

(g) The copyrights of the Licensed Content and all literary, dramatic and musical material upon which the Licensed Content is based or which are contained in the Licensed Content will be valid and subsisting during the Term and any extension thereof and Licensor shall take all reasonable steps to secure, register, renew and extend all such copyrights as may be necessary;

(h) Constellation may exercise all rights granted to it hereunder without any payment by Constellation EXCEPT the revenue sharing expressly described in Paragraph 5 of this Agreement. You acknowledge and agrees that your Share shall be full and final consideration for the rights granted to Constellation hereunder. Notwithstanding the foregoing, all rights granted to Constellation hereunder are and will be free and clear of liens and restrictions of any kind and all royalties, license fees and other fees required to be paid in connection with the exercise of Constellation’s rights hereunder, including without limitation exploitation of the Licensed Content, will be paid by Licensor.

8. Warranties Made by Constellation
Constellation hereby represents and warrants that it shall keep true, complete and accurate books of account and records showing the monies received from its exploitation of the rights granted hereunder.

9. Indemnification
You will defend, indemnify and hold harmless Constellation, its principals and affiliates, from and against any and all losses, liabilities, damages, expenses (including attorney's fees and costs), actions or proceedings arising directly or indirectly out of (i) the exploitation of Constellation’s rights under this agreement, or (ii) the breach of any representation or warranty made to benefit Constellation under this Agreement or otherwise during the Term. Further, Constellation shall have the right to withhold any monies payable to you, your successors and assigns, or any related person or entity (whether or not named hereunder) to offset any obligations of you to Constellation pursuant to the previous sentence. This indemnification will survive the expiration or termination of the Term of this Agreement.


10. Notices
All notices and demands of any kind that either you or Constellation may be required or desire to serve upon each other under the terms of this Agreement shall be in writing and addressed as follows:

To Constellation: Constellation Holdings, LLC
15 East 62nd Street
New York NY 10065



To You: Your address, as submitted via Withoutabox.com

The addresses to which notices and demands shall be delivered or sent may be changed from time to time by notice served to the above addresses.

11. General Provisions

(a) This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect thereto. No claim of waiver, modification, or consent with respect to any provision of this Agreement shall be made against either party except on the basis of a written instrument executed by or on behalf of such party.

(b) This Agreement is to be governed by and construed in accordance with the laws of the State of New York.

(c) The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect; in the event any provision is stricken, the parties will negotiate in good faith to replace the stricken provision with a new provision reflecting a comparable allocation of burdens and benefits.

(d) This Agreement will inure to the benefit of the respective permitted successors and assigns of the parties hereto and the Indemnified Parties hereunder and their successors, assigns or representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto will be binding upon their respective successors and assigns; but neither this Agreement nor any of the rights or obligations hereunder shall be assignable by any party (except to affiliates of such party) without the prior written consent of the others, which may be given or withheld in such parties’ absolute discretion.