Lavion Standard Distribution Agreement

1. Parties and definitions

This Standard Distribution Agreement (the “Agreement”) is between Lavion (“Lavion”) and the filmmaker or rights holder signing below (“Filmmaker”). “Title” means each film, series, mini-series, episode and delivery accepted under this Agreement. “Qualified Stream” has the meaning in clause 6.

2. Non-exclusive license and term

Filmmaker grants Lavion a non-exclusive license to host, promote, stream and make the Title available through the selected Film Market channel, Lavion+ channel, or both, worldwide. The term is 12 months from acceptance and renews automatically for successive 12-month terms unless either party gives 30 days’ written notice before renewal.

3. Delivery specifications

Filmmaker will provide an H.264/AAC MP4 master, preferably 1080p, subtitle/caption files where available, 16:9 poster art, and accurate metadata and credits. Filmmaker is responsible for keeping delivery materials complete and accurate.

4. Option A — Film Market

Filmmaker sets the buy and rent prices. For every Film Market sale price (buy or rent), Lavion retains 20% and Filmmaker receives 80%. The split is calculated on the gross sale price; payment-processor fees are borne by Lavion out of its 20% share. Lavion provides monthly statements and pays amounts due within 45 days after month end, once the balance due is at least $25. Smaller balances carry forward.

5. Option B — Lavion+

Lavion pays a flat $0.01 per Qualified Stream. DRAFT RATE — pending confirmation by Gozie Santino/Lavion. Lavion may adjust the rate on 30 days’ written notice; changes apply prospectively and never retroactively. Monthly statements and the same $25 minimum and 45-day payment timing in clause 4 apply.

6. Qualified Streams and Option C

A Qualified Stream is a Lavion+ member’s watch of a Lavion+-eligible Title for at least 50% of its runtime, capped at 20 minutes (threshold: the lesser of half the runtime or 20 minutes). Series are evaluated per episode. A stream counts once per member per Title or episode in each rolling 24-hour period. Free-tier views and Film Market purchases or rentals do not qualify. Option C means both Film Market and Lavion+ availability, with each channel’s terms above applying independently.

7. Rights and warranties

Filmmaker warrants they control the rights needed to grant this license, that the Title does not infringe third-party rights, and that music, likeness, location and other clearances are secured. Filmmaker will identify any restrictions in writing. Errors and omissions insurance is optional unless separately agreed.

8. Content standards

Filmmaker will provide lawful content and accurate ratings and metadata. Lavion may decline or remove content that violates law, these terms, or reasonable platform standards.

9. Reporting and audit

Lavion will make statements available monthly. On reasonable written notice, Filmmaker may review relevant records once per year through an independent auditor bound to confidentiality. Any material discrepancy will be corrected promptly.

10. Takedown and termination

Either party may terminate this Agreement on 30 days’ written notice. Lavion may promptly suspend access where needed to address a legal claim or urgent rights concern. Accrued payment obligations survive termination.

11. Intellectual property and credits

Filmmaker retains ownership of the Title and grants only the license described here. Lavion may use supplied artwork, title, excerpts and metadata to promote the Title and service during the term. Lavion will use reasonable efforts to display supplied creator credits.

12. Indemnity

Each party is responsible for its own breach, negligence and misconduct. Filmmaker will address third-party claims arising from a breach of the rights warranties above, subject to prompt notice and reasonable cooperation.

13. Limitation of liability

To the extent permitted by law, neither party is liable for indirect or consequential losses. Each party’s aggregate liability under this Agreement is limited to amounts paid or payable in the preceding 12 months, except for fraud, willful misconduct, confidentiality breaches, or obligations that cannot legally be limited.

14. Confidentiality

Each party will protect non-public business, account and payment information received from the other and use it only to perform this Agreement, except where disclosure is required by law.

15. Governing law and general terms

Governing law/jurisdiction to be confirmed. This Agreement is the complete understanding about distribution of the Title; amendments must be in writing. If one provision is unenforceable, the remaining provisions continue.

16. Signatures

Lavion: ______________________________   Date: __________

Filmmaker / rights holder: ______________________________   Date: __________

Name and title: _________________________________________