Creator and Organizer Terms

In short

• Paid features open in stages. This document applies to each paid feature from the moment the Service offers it with a price and a checkout.
• You sell, and we collect the payment as your Limited Payment Collection Agent. Flitt pays your Seller's Share to your own bank account, so we never hold your money.
• Describe every Listing honestly, deliver what you sell and hold every right you need.
• Your refund policy may be more generous than the Refund Floor, never stricter. We may refund Buyers for you and recover the money.
• You pay a Platform Fee of 2.5% of each Order and handle your own taxes. Payouts are held only as section 10 allows.

1. Scope and how these terms apply

Paid features open in stages. This document applies to each paid feature from the moment the Service offers it with a price and a checkout. Where it describes Seller checks, Listings, Payouts and statements, it describes how they will work from that moment.

These terms are your selling contract with SPHERE.ART LLC when you sell through the Service as a Creator, an Organizer or a Festival.

These terms apply together with the other Legal Documents and, on selling, take priority over the Terms of Service, as the Terms of Service, section 1 "About these Terms", provides. Festivals also follow the Festival Submission Terms on festival matters.

When you sell, you act for your trade, business or profession, so the consumer rights described in the Terms of Service, section 3 "Who can use the Service", do not cover your selling. The law of Georgia governs these terms, and disputes go to the competent courts of Georgia, as set out in the Terms of Service, section 14 "Complaints, disputes and governing law".

2. Becoming a Seller and verification

Who can sell. Only a person aged 18 or older, or a registered business such as a company or a registered individual entrepreneur, can be a Seller. If you sell for an Organization, you confirm your authority to bind it, and the Organization is the Seller (see the Terms of Service, section 3 "Who can use the Service").

Sphere Plan. Selling requires an active Sphere Plan, which includes the first 2 months free (Payment Policy, section 7 "Sphere Plans and other Sphere Paid Services"). Until the Service offers the plan with a checkout, selling is open without it. If your plan ends, your Listings stop taking new Orders until you renew it. Buyers keep the access they have already paid for, and you keep receiving Payouts for past Orders.

Acceptance. You accept these terms before your first Listing goes live, and we record the version and the time of your acceptance (Electronic Agreements and Signatures, section 9 "Accepting the Legal Documents").

Verification. Before your first Listing goes live, you give us these details and keep them up to date:

• your legal name or company name, and your legal form;
• your registration number or, for an individual, your personal or passport number;
• your address (for a business, its legal address), country, email address and phone number;
• a bank account in your own name, or in the name of the Organization that sells;
• your tax status, including your tax number and any VAT registration;
• for an Organization, proof that the person acting for it has authority.

We check these details, alone or with the Payment Processor, Flitt, which may run its own checks, ask you for documents and decide which bank accounts and countries it can pay to. We share your details with it for these checks and screen Sellers against sanctions lists (Legal Compliance Policy, section 2 "Sanctions and export controls"). No Listing goes live and no Payout is made before the checks are complete.

A Verification badge confirms only what we checked, on the date we checked it. If a check fails or your details are wrong, outdated or missing, we may refuse you as a Seller or pause your Listings (section 13).

3. Our role as your limited payment collection agent

Appointment. You appoint SPHERE.ART LLC as your Limited Payment Collection Agent to accept Buyers' payments for your Listings through the Payment Processor, make Refunds of them and handle Chargebacks about them, under these terms. You also appoint us to receive, for you, Buyers' withdrawal statements, refund requests and Complaints about your Orders; a statement that reaches us counts as reaching you. Every Buyer accepts this rule in the Purchases, Cancellations and Refunds, section 2 "Who you buy from": "When you buy from a Seller, the Seller is the party you contract with. Sphere Cinema collects your payment as the Seller's Limited Payment Collection Agent, and paying Sphere Cinema counts as paying the Seller."

Payment to us is payment to you. Once the Payment Processor confirms a Buyer's payment, the Buyer has paid you in full, even if your Seller's Share has not yet reached you. Honour every confirmed Order as if the Buyer had paid you directly.

Split payments. The Payment Processor splits each payment at the moment of payment and pays your Seller's Share (what remains of the Order total after the Platform Fee and any tax under section 9) to your verified bank account. Sphere Cinema holds no Seller money and pays no Payout from its own funds; the full payment flow is in the Payment Policy, section 4 "How payments for Third-Party Sales work".

Limits. We act for you only to collect payments for your Listings, receive Buyers' statements, make Refunds under the Purchases, Cancellations and Refunds, handle Chargebacks under the Payment Policy, section 10 "Chargebacks and payment disputes", and recover amounts under section 10 of these terms. We never become the Seller or a party to your contract with the Buyer, and we cannot make promises to Buyers, sign contracts or take payments for you outside the Service. You remain responsible for your Listings and for delivering every Order. Your name and country appear on each Listing and in the purchase steps.

Duration. The appointment lasts while you have Listings and, for each paid Order, until everything due on it is settled. We offer Third-Party Sales only while our agreement with the Payment Processor allows them, and you follow the rules of the Payment Processor and the card schemes that we pass on to you.

4. What you may sell and what a Listing must say

What you may sell. You may sell Rentals and Purchases of Films, Fan Subscriptions, Tickets to Screenings and other film events (online or in person) and, for Festivals, Submission Fees under the Festival Submission Terms. You may not sell anything barred by the Legal Compliance Policy, section 4 "Prohibited business activities", or by the Community Guidelines, and you take payment for a Listing only through checkout.

What a Listing must say. Before the Buyer pays, each Listing states:

• for a Film: title, year, running time, synopsis, the version offered, languages and subtitles, picture quality, age label, whether it is a Rental or a Purchase, the Rental window, the countries where it can be watched and, as the Service shows them, the devices it plays on;
• for a Fan Subscription: the Films included, any promise of new Films, the billing period and the price per period;
• for a Ticket: the event and its programme, date, start time and time zone, duration, venue address or how to join online, accessibility information, any age limit and what the Ticket includes;
• your legal name or company name, legal form, country, address and contact email;
• your refund policy (section 8) and the price.

Keep every Listing accurate. A change applies only to later Orders, unless it favours Buyers who have already paid.

Review before sale. We review each new Listing, and each Film labelled 18+, before it goes on sale, and we may refuse it or ask you to change it. Our review checks the Listing against these terms and confirms nothing about your rights.

Order of Listings. The Catalog lists the most recently added Films first; its filters narrow the list without reordering it. Search lists Films by how closely their titles match the words searched. Nobody can pay to change this order; if we introduce Promotion, we label it as advertising and update this section first.

Prices. Each Listing shows one total price that includes all taxes and the Platform Fee, with no surcharge for a payment method, no separate booking or service fee and no pre-ticked paid extra. Currencies and the rule for prices offered to Buyers in Georgia are in the Payment Policy, section 3 "Prices, currencies and taxes".

5. Rights and clearances

Your promise. You promise that you hold, and will keep while any Buyer is owed access under section 6, every right and consent needed to offer what you sell in the countries, media and forms of access in your Listing, including:

• the rights in the Film and in the works it uses, such as the screenplay and source material;
• music rights: synchronisation, use of the recordings and, for Screenings, public performance;
• releases from performers and crew, and contracts that give you the rights in their contributions;
• the consent of every person who can be recognised in the Film or your Listing materials by image, voice or name;
• licences for archive footage and other third-party material, and permission for trademarks where needed;
• for a Screening, the right to show the Film at that place and time.

Offer Purchases only if your rights cover at least 12 months from each Order, and Rentals only for windows your rights cover.

Authors' remuneration. Under the Law of Georgia on Copyright and Related Rights, authors keep a right, which cannot be waived, to remuneration for some uses of their works, often collected by collecting societies. Any such remuneration due on your sales is yours to pay.

Proof and disputes. When we ask, give us copies of the documents that prove your rights, such as the chain of title, licences and releases. If someone challenges your rights, we may pause the Listing: it then takes no new Orders, and Buyers who have paid keep their access. If Content is removed under Copyright and IP Complaints, Buyers who lose access are refunded under the Refund Floor, and you repay those Refunds under section 10.

6. The licence you give us for selling

Grant. For each item you list, you grant SPHERE.ART LLC a non-exclusive, royalty-free licence:

1. to store, copy, encode, transcode and reformat the Film and your Listing materials in order to deliver them;
2. to stream the Film to Buyers who hold access through an Order, and to you and the people you authorise;
3. to show the Listing and the trailer, stills, artwork, credits and other details you provide, in the Service and in our own promotion of the Listing and the Service, such as our emails and our pages on social networks.

We may grant sublicences to our hosting, storage, encoding and video delivery providers, as far as their work for us needs.

Territory. The countries you set in the Listing, or the whole world if you set none.

Term. The licence starts when you publish the Listing and lasts while it is live. Afterwards it continues only as far as needed for access already sold:

• each Rental, until its Rental window ends;
• each Purchase, for at least 12 months from its Order;
• each paid Fan Subscription period, until it ends;
• each online Screening, until it ends.

Buyers keep that access if you stop selling or close your Account. It ends earlier only where the law, a court order or the procedure in Copyright and IP Complaints requires, and the Refund Floor then protects the Buyers.

Your Film stays intact. We do not cut or edit your Film, and technical changes for streaming leave its content unchanged.

7. Delivering what you sell

Films. Upload each Film in a format the Service accepts and keep it playable as listed: through every Rental window, and for each Purchase while the Film stays in the Catalog and for at least 12 months from the Order (see the Delivery Policy, section 3 "Access periods, devices and regions").

Fan Subscriptions. Keep offering what your Listing promised for every paid period. Billing and cancellation follow the Payment Policy, section 8 "Recurring payments".

Screenings. Hold every Screening as listed. Online, upload the Film in good time and test it first. In person, arrange the venue, licences and permits, keep the event safe, sell no more Tickets than the place holds, give accurate accessibility information, check ages for Films labelled 18+ and admit every holder of a valid Ticket.

Confirmed Orders. Honour every confirmed Order at the price paid and on the Listing terms in force when it was placed, unless it is cancelled for an obvious price error under the Payment Policy, section 3 "Prices, currencies and taxes".

Access problems. Fix at once any problem on your side, such as a broken file. Access not restored within 48 hours of a Buyer's report leads to a full Refund under the Delivery Policy, section 5 "If access fails".

8. Your refund policy and cancellations

Your refund policy. Each Listing shows your refund policy before payment. It must meet the Purchases, Cancellations and Refunds, sections 9 "Refund Floor for purchases from Sellers" and 11 "Seller refund policies". Answer every refund request from a Buyer within 5 working days from the day it reached you or us. You also accept Refunds made under a Consumer's Withdrawal Right and, as a Festival, the withdrawal Refund that the Purchases, Cancellations and Refunds, section 7 "When the right to withdraw does not apply or ends early" gives every Submitter.

How refunds are paid. Refunds go only through the Payment Processor, to the Buyer's original payment method. Do not refund in cash or by your own transfer. A voucher or other goodwill extra never replaces a Refund that the Refund Floor or your policy requires.

Cancelling or moving a Screening. If you cannot hold a Screening as listed:

1. tell us at once at support@sphere.art, or use the Service where it offers that step;
2. tell the Ticket holders straight away what has changed and what happens next;
3. if you move it, set a new date within 90 days of the original date;
4. let Refunds run under the Purchases, Cancellations and Refunds, section 10 "Cancelled, moved or changed Screenings and festivals".

Steps 2 and 4 also apply to a material change, such as a switch between online and in person, a new venue, or dropping the main Film or an announced guest.

Refunds we make for you. We may refund a Buyer for you in the cases in the Purchases, Cancellations and Refunds, section 13 "Refunds we make for a Seller". You repay those Refunds under section 10.

9. Fees, Payouts and taxes

Platform Fee. For each Order you pay the Platform Fee of 2.5% of the Order total, included in the price and deducted from the Order total at the moment of payment. The Payment Processor's acquiring fee is not part of it and is deducted from the Order total separately; the full rule is in the Payment Policy, section 5 "Platform Fee".

Payouts. The Payment Processor pays your Seller's Share for each calendar month to your verified bank account by the 15th day of the following month, unless a Payout Hold applies under section 10. Details are in the Payment Policy, section 6 "Payouts to Sellers".

Invoices. Each month we send you an invoice for the Platform Fees and an itemised statement of your Orders, Refunds, Chargebacks and Payout Holds (see the Payment Policy, section 11 "Invoices and tax documents").

Taxes. You work out, charge, declare and pay every tax on your sales and register where the law requires. Your prices include your VAT where VAT applies.

• Where the law requires tax to be withheld from amounts due to you, it is deducted by us or the Payment Processor, paid to the tax authority and shown in your statement.
• Where tax law makes Sphere Cinema liable for tax on one of your sales (for example, VAT on electronic services sold to Consumers in the European Union), that tax is taken from the price before your Seller's Share is calculated.
• We account for our own taxes on the Platform Fee.

Give us the tax information that we or the Payment Processor need for reporting. Until you do, we may pause new Listings.

10. Amounts you owe us, set-off and Payout Holds

What you owe. You owe us:

• the Seller's Share of each Refund of your Orders that the Payment Processor has not already taken back from you;
• for each lost Chargeback, the Seller's Share of the Order and any chargeback fee charged to us, under the Payment Policy, section 10 "Chargebacks and payment disputes";
• card scheme fines caused by your Listings or your conduct;
• any other sum due under these terms, including under section 12.

Recovery. We deduct what you owe from your Seller's Share of later Orders at the moment of payment, where the Payment Processor supports this, or we invoice you and you pay within 14 days. We set off only amounts that arise from your own selling, and your itemised statement shows each one. If an invoice stays unpaid, we may claim the debt with any interest the law allows.

Payout Holds. A Payout Hold means that the Payment Processor pays your Seller's Share later than usual; Sphere Cinema never holds the money. Payout Holds apply only where the Payment Processor supports delayed settlement, and only in these cases:

• Event hold. The Seller's Share of Ticket sales is paid 5 working days after the Screening or event. For a Festival's first edition in the Service, the Seller's Share of Submission Fees is paid 5 working days after that edition ends.
• Risk hold. If Refund requests, Complaints or Chargebacks about your Orders reach an unusual level, if there are signs of fraud or breach, or if your Verification fails or lapses, we may have part or all of the Seller's Share of the affected Orders held for at most 120 days from each Order.
• Processor reserve. If the Payment Processor or a card scheme requires a reserve on Orders of your Listings, the matching part of your Seller's Share is held on the terms and for the period it sets, and we tell you those terms.

We tell you when a hold starts, what it covers, why and when we expect it to end, and your statement itemises what was held and released. Held money is released in full when the reason ends, or used for Refunds and Chargebacks on the Orders it was held for. None of it is forfeited as a penalty.

A freeze ordered by law or by an authority, for example under sanctions, is not limited by this section (see the Legal Compliance Policy, section 2 "Sanctions and export controls").

11. Buyer data and messages to Buyers

What you receive. For Ticket Orders, each Buyer's name and email address. For Submissions, the data listed in the Festival Submission Terms, section 5 "Submitting a Film". For Rentals, Purchases and Fan Subscriptions, only totals, with no names or contact details.

Your duties. You are an independent Controller of the Buyer data you receive (see the Privacy Policy, section 1 "Who is responsible for your data"). You must:

• use it only to fulfil and support the Order and to meet your legal duties;
• protect it against loss and unauthorised access, and share it only with service providers who need it and are bound to confidentiality;
• never sell it or add it to other lists;
• delete it when you no longer need it, unless the law requires you to keep it;
• send marketing only to Buyers who gave you their prior consent, and stop when they withdraw it;
• answer Buyers' requests about their data as data protection law requires;
• tell us at privacy@sphere.art within 48 hours of learning that such data was lost or accessed without authority.

Messages to Buyers. Use Buyers' contact details for messages about their Orders and, as allowed above, for marketing. Messages must be lawful, follow the Community Guidelines and never ask for payment outside checkout. If Buyers complain about your messages, we may limit your messaging.

12. Your responsibility and ours

Your indemnity. You compensate SPHERE.ART LLC for the losses, fines and reasonable costs, including legal costs, that claims by others cause us, as far as those claims arise from:

• a false or misleading Listing, or an Order you did not deliver;
• a claim that your Film, Listing materials or Screening infringe someone's rights, such as copyright, trademarks, image, voice, name or privacy;
• injury, damage or loss at your Screenings and events, or caused by them;
• your messages to Buyers or your use of Buyer data;
• taxes on your sales;
• your breach of these terms or of the law.

This does not cover claims caused by our own breach, negligence or wilful misconduct. We tell you promptly about any claim covered by this indemnity and let you take part in its defence.

Amounts we pay Buyers. If consumer law makes us pay a Buyer because of your Listing or a failure to deliver, you repay us under section 10.

Buyer Complaints. We may ask for your response to a Buyer's Complaint about your Order, which we handle under the Purchases, Cancellations and Refunds, section 14 "Complaints".

Our liability. Our liability to you as a Seller follows the Terms of Service, section 13 "Liability", including the cap that applies to Sellers and its exceptions. We promise no level of sales, views or income.

13. Suspension and ending your selling

Grounds. We may pause a Listing, stop new sales, apply a risk hold under section 10, or suspend or end your selling if:

• you break these terms, the Community Guidelines or the Legal Compliance Policy;
• your Verification fails or lapses, or you do not give us information that we or the Payment Processor need;
• you or your Organization match a sanctions list;
• there are signs of fraud, money laundering or sales unrelated to your Listings;
• Chargebacks are above 1% of your Orders in a calendar month;
• the Payment Processor refuses or stops processing payments for you or your Listings;
• Buyers make repeated valid Complaints, or you repeatedly cancel Screenings or fail to deliver;
• an invoice under section 10 stays unpaid;
• a court or an authority orders it.

Procedure. Each measure is proportionate. We give reasons, and you may appeal, under the Community Guidelines, sections 9 "Decisions and reasons" and 10 "Appeals".

Ending when you have broken no rule. You may stop selling at any time by withdrawing your Listings, as long as you deliver what you have already sold. We may also end your selling when you have broken no rule. We then give you a statement of our reasons and at least 30 days' notice (see the Terms of Service, section 12 "Suspension, termination and ending the Service").

Effects. When your selling is suspended or ends, your Listings take no new Orders, confirmed Orders are honoured or refunded, and Buyers keep the access they have paid for (section 6). Amounts you owe, Payout Holds and Chargebacks on past Orders stay in place until settled, and sections 5, 6, 10, 11 and 12 continue to apply as far as needed, also after you close your Account.

14. Changes and contact

We may update this document. We tell you about material changes by email and in the Service at least 14 days before they take effect, and at least 30 days before for changes to Seller fees, Payouts or selling rules, as set out in the Terms of Service, section 15 "Changes to the Service and the Legal Documents". Earlier versions of this document are available on request at legal@sphere.art.

A change never affects Orders already placed, and you may stop selling before a change you do not accept takes effect.

Contact us at support@sphere.art about selling, Orders, Payouts and Refunds, at privacy@sphere.art about data incidents and Buyer data, and at legal@sphere.art for formal legal notices. Our company details are on the Company Details page.