Translation pending. The English-language source is shown below until a reviewed translation is available.

DRAFT, pending counsel review. This document is an internal draft prepared on 2026-04-26 by the engineering team. It has NOT been reviewed by external legal counsel. Do not rely on it for legal advice. Effective date is a placeholder pending sign-off. Apostle Pty Ltd makes no representation that this draft satisfies any specific jurisdictional requirement until counsel-reviewed.

PYLON Filmmaker Distribution Agreement

Revision date: 2026-04-26 (draft v0.1.0) Counterparties: Apostle Pty Ltd (NSW Australia) and the Creator Term: 2-year initial, auto-renewing for 12-month periods

Parties
Background and recitals
Definitions
Grant of licence
Creator retentions
Editorial discretion
Term and renewal
Ninety-day exit right
Auto-reversion
Compensation
Reporting and audit rights
Creator representations and warranties
PYLON representations and warranties
Indemnification
Liability caps
Confidentiality
Editorial guardrail
Tax matters
DMCA compliance
Reversion mechanics
Survival
Dispute resolution
Notices
Miscellaneous
Schedules A–D
Contact and version history

1. Parties

This Filmmaker Distribution Agreement (the "Agreement") is entered into by:

Apostle Pty Ltd ([ACN: TBD]; [ABN: TBD]), a company incorporated under the laws of New South Wales, Australia, with its registered office at [REGISTERED ADDRESS: TBD], operating the PYLON streaming service at https://pylon.video (the "Distributor" or "PYLON"); and
[Creator Legal Name], of [Creator Address], being the natural person or legal entity identified in the executed signature block (the "Creator").

Each a "Party" and together the "Parties".

2. Background and recitals

A. PYLON operates a curated streaming-video-on-demand ("SVOD") and free-ad-supported-television ("FAST") service for short-form AI-assisted and live-action narrative film, accessible at https://pylon.video and via partner FAST surfaces.

B. The Creator owns or has the right to license a film or films described in Schedule A (each a "Title") and wishes to make each Title available on the PYLON service on the terms set out in this Agreement.

C. PYLON wishes to license each Title from the Creator on a non-exclusive basis for the Authorised Territories during the Term, in exchange for the Compensation described in this Agreement.

D. Both Parties acknowledge that PYLON's editorial policy, AI-content policy, and Acceptable Use Policy (each available at /legal/editorial-policy, /legal/ai-disclosure-policy, and /legal/acceptable-use-policy) form binding context for this Agreement.

3. Definitions

In this Agreement, capitalised terms have the meaning given below:

Approved Use, any use of a Title or its associated marketing assets that is consistent with the licence grants in clause 4 and the Editorial Guardrail in clause 17.
Authorised Territories, worldwide, excluding any territory the Creator notifies PYLON of in writing under Schedule A as a withheld holdback territory at signature (a "Holdback Territory").
Cut, the final, locked, master deliverable of a Title as delivered by Creator to PYLON via /studio/upload, including any subsequent locked replacement masters approved by PYLON.
Editorial Guardrail, the editorial criteria published at pylon.video/editorial-policy, including the six-criterion scorecard (narrative coherence, visual craft, human creative contribution, brand safety, AI-slop indicators inverted, and originality), and §11.7 of the PYLON internal Product Requirements Document (the "PRD §11.7 Boundary").
Effective Date, the date the Creator electronically accepts this Agreement at /studio/onboarding or the date a counter-signed copy is delivered to both Parties, whichever is earlier.
FAST, free-ad-supported-television channels, including PYLON's owned FAST channel and any third-party FAST partner surface to which PYLON has delivered or attempted to deliver a Title.
Net Pool, for any calendar month, the aggregate of (i) PYLON's net SVOD subscriber revenue attributable to the platform, plus (ii) PYLON's net FAST advertising revenue attributable to the platform, minus (iii) PYLON's distribution fee at the rate set out in Schedule A (45%), minus (iv) refunds, chargebacks, fraud reversals, and card-network fees, minus (v) bad debt actually written off, all as determined under PYLON's standard accounting practices.
Pool, the global cross-Title pool of qualifying watch-time used to compute each Creator's Pro-Rata Share for the relevant calendar month.
Pro-Rata Share, for any Title, in any calendar month, the proportion equal to the qualifying Watch-time of that Title divided by the total qualifying Watch-time of all Titles included in the Pool for that month, multiplied by the Net Pool, multiplied by 55%.
Provenance Materials, the AI-tooling disclosure, source-asset licence chain, talent consent records, music clearance evidence, and human-creative-contribution statement that the Creator submits with each Title under PYLON's AI-content policy and editorial intake workflow.
Reversion Event, the occurrence of any auto-reversion trigger defined in clause 9 or any Creator termination right validly exercised under clause 8.
Source Materials, the original assets (footage, plates, audio stems, generated frames, source models, prompt logs where applicable, music masters, dialogue stems, subtitle and caption files) used in the production of the Cut.
Title, each film identified in Schedule A and any PYLON-approved supplementary content (trailers, featurettes, marketing clips ≤ 30 seconds) supplied by the Creator under this Agreement.
Watch-time, the duration in seconds of premium SVOD viewing events recorded by PYLON's view-events pipeline (which excludes buffering, pre-roll skips, and the first 5 seconds of any session per PYLON's standard qualifying-view definition), aggregated by Title.

Capitalised terms used but not defined in this clause have the meanings given elsewhere in the Agreement.

4. Grant of licence

4.1 Licence grant

Subject to the terms of this Agreement, the Creator grants to PYLON, for the Term and within the Authorised Territories, a non-exclusive, royalty-bearing, sublicensable (only to PYLON's hosting, CDN, FAST, captioning, accessibility, payment, and operational vendors as reasonably necessary), assignable (only to a successor in interest of the PYLON business) licence to:

(a) SVOD streaming. Encode, host, transmit, and stream each Title to authenticated PYLON subscribers via the PYLON web, mobile, and connected-device applications.
(b) FAST distribution. Encode, host, transmit, and stream each Title via PYLON's owned FAST channel and any third-party FAST partner surface to which PYLON delivers Titles, including ad-insertion in accordance with PYLON's FAST monetisation policy.
(c) Marketing clips. Create and distribute marketing clips of up to 30 seconds in duration on PYLON-owned and partner social channels. PYLON shall not distribute the entire Title via free-public social surfaces except where the Title's duration is itself ≤ 30 seconds, in which case the Creator must approve the full-clip use in advance via /studio per Title.
(d) Subtitles and dubs. Create and distribute subtitles, closed captions, audio descriptions, and (where approved by Creator in writing or via /studio toggle) dubbed audio tracks. Creator approval for dubs may not be unreasonably withheld where PYLON commits to industry-standard quality.
(e) Translations. Translate any text component of the Title (titles, intertitles, on-screen text) for the purpose of subtitles, metadata, marketing copy, and platform discovery. PYLON shall preserve Creator-approved translations of the Title's title and director credit where Creator supplies them.
(f) Accessibility. Generate audio descriptions, sign-language inserts where contracted by PYLON, and other accessibility enhancements consistent with WCAG 2.1 AA and the Australian Disability Discrimination Act 1992.
(g) Marketing and platform. Use the Title's name, key art, Creator's professional name and likeness for promotional and editorial purposes connected to the PYLON service.

4.2 Format

PYLON may transcode, re-encode, and store the Title in any format required for distribution on PYLON or partner surfaces, including adaptive-bitrate ladders, HDR-to-SDR mappings, and DRM-wrapped masters.

4.3 Reservation

All rights not expressly granted in this clause 4 are reserved to the Creator. The licence is non-exclusive, meaning Creator may license the same Title to any other distributor, festival, FAST channel, or platform without PYLON's consent, subject only to clause 5.4 (theatrical notice).

5. Creator retentions

The Creator retains, in all instances:

5.1 Intellectual property

All copyright, neighbouring rights, moral rights (to the extent moral rights are recognised and not waived), trade marks, and other intellectual-property rights in and to the Title and Source Materials.

5.2 Festival rights

Festival, juried-competition, and academic-screening rights, with no PYLON consent required. Creator may submit the Title to any festival worldwide during the Term.

5.3 Theatrical rights

Theatrical and theatrical-equivalent (cinema, repertory, drive-in, event-venue) exhibition rights. Creator shall give PYLON 14 calendar days' written notice before announcing any wide-release theatrical window in the Authorised Territories, solely so PYLON may coordinate marketing, PYLON's prior consent is not required.

5.4 Physical media

DVD, Blu-ray, UHD-Blu-ray, USB, and any other physical-media distribution rights.

5.5 NFT and token rights

All non-fungible-token, fungible-token, on-chain provenance, and any blockchain-based monetisation rights are reserved to the Creator. PYLON shall not mint, issue, fractionalise, or facilitate trading of any on-chain representation of the Title without a separate written agreement.

5.6 Merchandise

All merchandise, novelty, apparel, soundtrack-album, sheet-music, print-publishing, and physical-collectible rights.

5.7 Other

Any right not granted under clause 4 is retained.

6. Editorial discretion

PYLON may, in its sole editorial discretion, decline to surface, feature, recommend, or actively promote any Title at any time on the PYLON service without that decision constituting:

(i) a material breach of this Agreement;
(ii) a Reversion Event under clause 9; or
(iii) a basis for damages or specific performance.

PYLON must, however, continue to make any unreverted Title available for playback by any subscriber who has the Title's URL or finds it via search, unless removal is required under the Editorial Guardrail (clause 17), the DMCA (clause 19), or applicable law.

7. Term and renewal

7.1 Initial term

The initial term of this Agreement is 24 months beginning on the Effective Date (the "Initial Term").

7.2 Auto-renewal

At the end of the Initial Term and each subsequent Renewal Term, the Agreement automatically renews for an additional 12-month period (each a "Renewal Term") unless either Party gives written notice of non-renewal at least 60 days before the then-current Term expires.

7.3 Effect of non-renewal

On non-renewal expiry, all rights granted under clause 4 cease and PYLON shall remove the Title from active distribution within 30 days following the expiry date. Outstanding earnings continue to accrue and remain payable per clauses 10–11.

8. Ninety-day exit right

8.1 Right to exit

The Creator may unilaterally terminate this Agreement, with respect to any or all of the Creator's Titles, at any time after the first 90 calendar days following the Effective Date, but only if PYLON is in material breach of this Agreement and the breach has not been cured within 30 days of written notice to PYLON specifying the breach.

8.2 Material breach defined

For the purposes of this clause 8, "material breach" means:

(a) failure to pay any undisputed Compensation under clause 10 within the cure period in clause 8.1;
(b) wilful misuse of the Title outside the Approved Use;
(c) failure to take down a Title in response to a valid DMCA notice or take-down direction by competent authority;
(d) breach of clause 16 (confidentiality) that causes material harm to the Creator; or
(e) any other breach that materially affects the Creator's ability to realise the economic benefit of this Agreement.

PYLON's decision to deprioritise, decline to feature, decline to renew, or remove a Title under the Editorial Guardrail does not constitute material breach.

8.3 Effect of exit

A Creator exit under this clause 8 takes effect 30 days after the cure period expires uncured. On the effective date, all rights revert per clause 20.

9. Auto-reversion

9.1 Six-month inactivity rule

If PYLON has not actively distributed a Title for six (6) consecutive calendar months, all rights to that Title automatically revert to the Creator. For the purposes of this clause, "actively distributed" means at least one of the following events has occurred during the relevant six-month window:

(a) the Title has been delivered to, or attempted in good faith to be delivered to, PYLON's owned FAST channel or a third-party FAST partner (evidenced by an entry in PYLON's monthly FAST attribution report); or
(b) the Title has been served at least one premium SVOD view event recorded by PYLON's view-events pipeline.

PYLON's auto-reversion cron evaluates titles for the fifth-month FAST distribution attempt and triggers reversion if no such attempt is on file by the sixth-month checkpoint.

9.2 Twelve-month nonpayment rule

If PYLON has failed to pay an undisputed Compensation amount of more than US$50 to the Creator for twelve (12) consecutive calendar months, all rights to all of the Creator's Titles automatically revert to the Creator. "Undisputed" means an amount that PYLON has accrued and reported on a monthly statement and has not flagged as held pending investigation, dispute, regulatory or sanctions hold, or audit.

[FOUNDER REVIEW · 2026-04-26] The auto-reversion cron at apps/api/src/cron/auto-reversion.ts enforces the 6-month no-FAST and 12-month no-premium-views rules but does NOT enforce the 12-month nonpayment rule described in §9.2. Today this clause is operationally a manual-claim path: a creator can invoke it via /studio/dmca (or by emailing [email protected]), and PYLON's payouts team verifies via the payouts_ledger table. Founder must decide before publication: (a) implement the cron rule and remove this notice, OR (b) reword §9.2 to describe the manual-claim mechanism explicitly. Do NOT publish without resolving.

9.3 Twelve-month no-views rule (PRD parity)

If a Title has been published for at least 12 months and has received zero premium view events in the trailing 30 days, the Title auto-reverts. This rule operates in parallel with clause 9.2 and is enforced by PYLON's auto-reversion cron at the 12-month checkpoint.

9.4 Advance notice

At least 30 days before any auto-reversion under clauses 9.1–9.3 takes effect, PYLON shall send the Creator a written notice (email to the address on file in /studio plus an in-platform notification) identifying the Title, the rule under which reversion is pending, and the expected reversion date.

PYLON's auto-reversion cron is configured to enqueue this advance notice automatically; failure of the automated notice does not waive the Creator's reversion right but extends the effective reversion date by the number of days the notice was late.

9.5 Cure window

Between the advance notice and the effective reversion date, PYLON may cure the underlying trigger (e.g. by attempting in good faith to deliver the Title to a FAST partner, by serving qualifying view events, or by paying past-due Compensation). On valid cure, the auto-reversion does not fire and PYLON shall confirm the cure to the Creator in writing.

9.6 Suspended creators

If the Creator is suspended under PYLON's repeat-infringer policy (clause 19) at the time an auto-reversion would otherwise fire, the auto-reversion is paused until the suspension is resolved, after which the underlying clauses resume operation.

9.7 Exclusions (force majeure, legal hold, mutual pause)

The auto-reversion clocks under this clause 9 do not run during:

(a) any period in which PYLON is prevented from distributing the Title by force majeure (clause 24.4);
(b) any period in which the Title is subject to a legal-hold, sanctions, or DMCA-related takedown that PYLON has notified the Creator of in writing; or
(c) any period of mutual pause agreed in writing between the Parties.

10. Compensation

10.1 Pool model

PYLON pays the Creator a Pro-Rata Share of the Net Pool each month, as defined in clause 3. The Pro-Rata Share is 55% of the Title's qualifying Watch-time-weighted slice of the Net Pool.

10.2 Worked example (illustrative only)

Suppose for the month of [Example Month]:

Net Pool (after fees, refunds, chargebacks, and 45% PYLON distribution fee) = US$100,000.
Total qualifying Watch-time across all Titles = 1,000,000 minutes.
Title's qualifying Watch-time = 5,000 minutes.

Title's slice = (5,000 / 1,000,000) × $100,000 = $500. Creator's share at 55% = $275. The remaining 45% of slice is retained by PYLON and reflects platform overhead.

10.3 Distribution fee

PYLON's distribution fee is 45% of gross attributable revenue. The fee is deducted from gross to compute Net Pool. The fee is not a service charge to the Creator and is not separately invoiced.

10.4 Minimum guarantee (where applicable)

For Titles invited or curated by PYLON under festival or curator programmes, PYLON may offer a minimum guarantee (an "MG"). MG terms are set out in a separate Minimum Guarantee Addendum to this Agreement and are governed by /legal/minimum-guarantee-addendum. An MG is a recoupable advance against the Creator's Pro-Rata Share, not a separate fee.

10.5 Payout cadence

PYLON pays Compensation monthly, on or about the 1st calendar day of each month, for the Watch-time aggregated in the prior calendar month, in United States dollars (USD) via Stripe Connect to the Creator's connected payout account.

10.6 Minimum payout threshold

The minimum payout threshold is US$25.00. Amounts below the threshold carry forward and are aggregated into the next eligible month's payout. Carried-forward balances do not expire.

10.7 Supported payout countries

The Creator must onboard via Stripe Connect Express in a country supported by Stripe Connect (currently 40+ countries; see Schedule B and /legal/payout-terms). Creators whose country of residence is not on the supported list may apply for manual-wire override at PYLON's discretion via /studio/payouts/setup.

10.8 Currency and FX

All Compensation is denominated and paid in USD. The Creator bears any FX risk and bank conversion cost on receipt; Stripe Connect's FX settlement terms apply per Stripe's published rates.

10.9 Right of set-off

PYLON may set off undisputed amounts owed by the Creator to PYLON (including overpayments, MG recoupment, fraud-reversal share, or indemnity obligations under clause 14) against amounts owed by PYLON to the Creator under this clause 10.

11. Reporting and audit rights

11.1 Monthly statement

PYLON publishes a monthly Creator statement at /studio/earnings showing:

Watch-time per Title for the period;
Net Pool size and PYLON distribution fee;
Pro-Rata calculation for each Title;
Gross Compensation, deductions, and Net Compensation paid;
Carry-forward balance.

11.2 Audit right

The Creator may, on 60 days' prior written notice, audit PYLON's revenue, Watch-time aggregation, and Compensation calculation applicable to the Creator's Titles, once per calendar year, at the Creator's expense. Audits must be performed by an independent chartered or certified accountant, scoped to the prior 12 months, and conducted at PYLON's offices or remotely as PYLON elects, during PYLON's business hours, with reasonable confidentiality undertakings.

If the audit discloses an underpayment of more than 5% of the audited period's total Compensation to the Creator, PYLON shall:

(a) pay the underpayment within 30 days of audit completion; and
(b) reimburse the Creator's reasonable, documented audit fees up to US$5,000.

11.3 Statement disputes

The Creator must raise any dispute with a monthly statement within 30 days of publication via /studio/earnings/dispute or by email to [email protected]. Statements not disputed within 30 days are deemed accepted, subject to the audit right in clause 11.2.

12. Creator representations and warranties

The Creator represents and warrants to PYLON, on the Effective Date and on each upload of a Title or replacement master:

12.1 Authority

The Creator has full power and authority to enter into and perform this Agreement, and signature by the named signatory binds the Creator.

12.2 Ownership and clearances

The Creator represents and warrants that the Creator owns, or has validly licensed in writing, all rights necessary for PYLON to exploit the Title in every territory in which PYLON distributes (worldwide unless expressly excluded in Schedule A). Without limiting the generality of the foregoing, the Creator has obtained and can produce, on PYLON's request and within five (5) business days, documentary evidence of:

(a) authorship, copyright, and underlying work rights, including any adaptation, screenplay, score, or treatment rights;
(b) written, signed releases from every identifiable person depicted in the Title (whether on-screen, in voice-over, or in AI-generated likeness), in the form set out in or substantively equivalent to /legal/talent-likeness-release;
(c) fully cleared music rights for every cue, comprising both the musical composition (publishing/sync) and the master recording, with grants explicitly covering subscription video on demand (SVOD) streaming, advertising-supported streaming, clip and excerpt use in marketing, and the territorial scope required by clause 12.2 above (cross-reference /legal/music-sync-clearance);
(d) sample, archive, stock-footage, and source-asset clearances, including any generative-AI training-input assets;
(e) location, personal-property, and trade-mark releases where required.

12.3 AI-provenance attestation

The Provenance Materials submitted with each Title are accurate and complete, and the Creator's AI-provenance attestation (/legal/ai-provenance-attestation) is true, complete, and not misleading by omission on signature and remains true throughout the Term. Any material change in AI-tooling, human-creative contribution, or source-asset chain must be disclosed in writing to PYLON within 14 days. Any false, incomplete, or misleading AI disclosure is a material breach of this Agreement.

12.3A Continuous representations

The representations and warranties in this clause 12 are continuous: they are made by the Creator at the Effective Date, on each upload of a Title or replacement master, on each renewal of distribution, and shall be deemed repeated throughout the Term. The Creator shall notify PYLON in writing within 72 hours of becoming aware of any fact or circumstance that would cause any representation or warranty in this clause 12 to be untrue, incomplete, or misleading.

12.4 No misleading or unlawful content

The Title:

(a) does not infringe any third-party intellectual-property right, privacy right, publicity right, contract right, or moral right;
(b) does not contain defamatory, hateful, obscene, or unlawful content under the laws of the Authorised Territories;
(c) does not depict any identifiable real person without documented consent from that person (or their estate if deceased), including AI-generated likeness where any identifiable real person is depicted;
(d) does not include sexualised content involving minors;
(e) does not violate the AU Online Safety Act 2021 or the US COPPA; and
(f) is of a nature that ads can be served against it under PYLON's brand-safety standard described in the Editorial Guardrail.

12.5 Industry-standard compliance

To the extent applicable to the Creator's production, the Creator has complied with industry-standard talent-clearance and compensation practices (e.g. SAG-AFTRA-equivalent, MPAA-equivalent, AU MEAA), and all on-screen and key off-screen contributors have been compensated to the extent contractually required.

12.6 No injunction

There is no pending or threatened claim, injunction, or proceeding that would prevent or impair the licence granted under clause 4.

12.7 Cooperation

The Creator shall cooperate in good faith with PYLON's legal, editorial, and trust-and-safety processes, including responses to DMCA notices under clause 19.

13. PYLON representations and warranties

PYLON represents and warrants to the Creator:

13.1 Operation

PYLON shall operate the PYLON service in accordance with the published Terms of Service, Acceptable Use Policy, and Privacy Policy.

13.2 Timely payouts

PYLON shall pay Compensation on the cadence described in clause 10.5, subject to the threshold in clause 10.6 and the dispute and audit processes in clause 11.

13.3 Security

PYLON maintains reasonable administrative, technical, and physical safeguards over Creator data and Source Materials, consistent with the PYLON Privacy Policy.

13.4 No exclusivity assertion

PYLON shall not assert exclusivity over any Title in any Authorised Territory beyond the non-exclusive grant in clause 4.

14. Indemnification

14.1 Creator indemnity

The Creator shall defend, indemnify, and hold harmless PYLON, Apostle Pty Ltd, and each of their officers, directors, employees, agents, contractors, sub-licensees, distribution partners, and successors-in-interest (each, an Indemnified Party) from and against any and all claim, demand, action, suit, proceeding, investigation, judgment, settlement, cost, expense, fee (including legal fees on a solicitor-and-own-client basis), penalty, fine, or damage of any kind, whether direct, indirect, statutory, or otherwise, arising directly or indirectly from any of the following:

(a) any breach or alleged breach of any representation or warranty in clause 12;
(b) any third-party claim that the Title, any Source Material, or any element thereof infringes, misappropriates, or otherwise violates any copyright, trade mark, patent, trade secret, right of publicity, right of privacy, moral right, contract right, or any other right of any person or entity;
(c) any failure to obtain, or any defect in, talent, likeness, music (composition or master), sample, archive, source-asset, location, or property clearances required under clause 12.2, whether or not the Creator was aware of the failure or defect;
(d) any failure to disclose, or any false, incomplete, or misleading statement in, the AI-provenance attestation under clause 12.3, including any third-party claim arising from undisclosed or misrepresented use of generative AI, training-data inputs, or AI-generated likeness;
(e) any take-down, content-moderation, platform-removal, or re-encoding cost incurred by PYLON in good faith in response to a clearance, infringement, or AI-disclosure issue affecting the Title;
(f) any act or omission of the Creator, the Creator's employees, contractors, or agents, in connection with the Title or this Agreement; and
(g) any breach by the Creator of any law, regulation, or order applicable to the Title.

14.1A Uncapped, surviving, ongoing

The Creator's indemnity in clause 14.1:

(i) is uncapped and expressly overrides the liability cap in clause 15.1, the excluded-damages limitation in clause 15.3, and any other limitation of liability in this Agreement;
(ii) survives termination, expiry, or rescission of this Agreement for an indefinite period;
(iii) applies to claims whether brought before or after the Title's removal from the PYLON service; and
(iv) is in addition to, and not in substitution for, any other remedy available to PYLON at law or in equity.

14.1B PYLON's right to assume defence

PYLON has the right (but not the obligation), at any time and in its sole discretion, to assume control of the defence and settlement of any claim subject to clause 14.1, at the Creator's expense, with counsel of PYLON's choosing. The Creator shall cooperate fully with PYLON's defence (including providing documents, witnesses, and clearance evidence on reasonable notice). The Creator shall not settle, compromise, or admit liability in respect of any claim implicating an Indemnified Party without PYLON's prior written consent (which shall not be unreasonably withheld). PYLON may settle any claim in which it has assumed defence, provided the settlement includes a full release of the Indemnified Party.

14.2 PYLON indemnity

PYLON shall defend, indemnify, and hold harmless the Creator from and against any third-party claim arising from PYLON's use of the Title outside the licence granted in clause 4 (e.g. uses not authorised by clause 4, unrelated platform misuse, infringement of a Creator trade mark used outside Approved Use). PYLON's indemnity does not extend to any claim arising from Source Materials, the Title's content itself, the Creator's clearances (or absence thereof), or the Creator's AI-provenance attestation, all of which remain the sole responsibility of the Creator under clause 14.1.

14.3 Procedure

Subject to clause 14.1B (which governs claims under clause 14.1), the party seeking indemnity shall:

(a) give prompt written notice of the claim;
(b) tender control of the defence and settlement to the indemnifying party (with reasonable consultation rights for the indemnified party); and
(c) cooperate at the indemnifying party's expense.

The indemnifying party shall not settle a claim that imposes any non-monetary obligation on the indemnified party, or any admission of liability, without the indemnified party's prior written consent (not to be unreasonably withheld).

15. Liability caps

15.1 Creator's liability

The Creator's aggregate liability to PYLON under this Agreement is capped at the total Compensation paid by PYLON to the Creator under this Agreement in the 12 months immediately preceding the event giving rise to liability, except that the cap does not apply to:

(a) the Creator's indemnity obligations in clause 14.1;
(b) the Creator's breach of clause 12 (representations and warranties) where the breach involves fraud, intentional misrepresentation, or wilful misconduct;
(c) infringement of PYLON's intellectual property by the Creator outside the licence; or
(d) breach of confidentiality under clause 16.

15.2 PYLON's liability

PYLON's aggregate liability to the Creator under this Agreement is capped at the total Compensation paid to the Creator in the 12 months immediately preceding the event giving rise to liability, except that the cap does not apply to PYLON's indemnity obligations in clause 14.2 or PYLON's wilful misconduct.

15.3 Excluded damages

To the maximum extent permitted by applicable law, neither Party is liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profits damages, even if advised of the possibility of such damages.

15.4 Australian Consumer Law

Nothing in this clause 15 limits or excludes any non-excludable guarantees, rights, or remedies available to the Creator (where the Creator is acting other than as a business and is therefore a "consumer" under the Australian Consumer Law (Sch 2 of the Competition and Consumer Act 2010 (Cth))) under the Australian Consumer Law.

16. Confidentiality

Each Party shall keep confidential, and use only for the purposes of this Agreement, the other Party's:

(a) pricing, terms, and per-Title compensation rates;
(b) traffic, watch-time, and audience data not aggregated or anonymised;
(c) audit and dispute communications under clause 11; and
(d) any other information identified as confidential at disclosure or that a reasonable person would understand to be confidential.

Confidentiality obligations do not apply to information that:

(i) is or becomes publicly known through no breach by the receiving Party;
(ii) was rightfully known by the receiving Party before disclosure;
(iii) is independently developed; or
(iv) is required to be disclosed by law, court order, or regulatory authority (with prompt notice to the disclosing Party where practicable).

Each Party may share confidential information with its professional advisers and prospective acquirers/investors under equivalent confidentiality obligations.

17. Editorial guardrail

The Creator acknowledges and agrees that PYLON may, without constituting a Reversion Event under clause 9 and without breach of this Agreement, remove, restrict, deprioritise, demonetise, age-restrict, or block discovery of any Title that, in PYLON's good-faith editorial judgment, fails the Editorial Guardrail. The Editorial Guardrail includes:

(a) the six-criterion editorial scorecard (clause 3, "Editorial Guardrail" definition);
(b) PRD §11.7 prohibited categories: deepfakes of identifiable real persons without consent, sexualised content involving minors, hate speech, calls to violence, content in violation of the AU Online Safety Act 2021 or US COPPA;
(c) AI-content disclosure failures or substantively false provenance attestations;
(d) brand-safety violations precluding ad service;
(e) content found to be subject to a valid third-party legal claim, pending resolution.

PYLON's removal of a Title under this clause 17 pauses any auto-reversion clock per clause 9.7 and is not a basis for Creator exit under clause 8.

18. Tax matters

18.1 Tax responsibility

Each Party is responsible for its own taxes arising from this Agreement. Compensation is calculated on a gross-of-Creator-tax basis; the Creator is responsible for any tax (income, GST, VAT, sales tax, withholding) on receipts.

18.2 Tax forms

The Creator shall provide PYLON with a properly completed:

(a) W-9 if a US tax resident; or
(b) W-8BEN or W-8BEN-E (or successor form) if a non-US tax resident,

within 30 days of the Effective Date, refreshed every three years or sooner if the Creator's tax status changes. The Creator is responsible for the accuracy of every form.

18.3 Australian GST

If the Creator is registered (or required to be registered) for Australian Goods and Services Tax (GST), the Creator shall provide an ABN and tax invoice each month; PYLON shall pay GST in addition to Compensation where applicable, recoverable per Australian GST law.

18.4 Withholding

PYLON may withhold tax from Compensation as required by applicable law. Any amount withheld and properly remitted to a tax authority is treated as paid to the Creator for the purposes of this Agreement.

18.5 Indemnity

The Creator indemnifies PYLON against any tax, penalty, or interest PYLON is required to pay or withhold as a result of the Creator's inaccurate tax form or failure to provide one.

19. DMCA compliance and repeat-infringer policy

19.1 DMCA takedown

If PYLON receives a DMCA notice (or equivalent foreign notice) identifying a Title, PYLON may take down the Title pending resolution. PYLON shall:

(a) notify the Creator within 24 hours of takedown;
(b) provide a copy of the notice or sufficient information for the Creator to file a counter-notice; and
(c) reinstate the Title if a counter-notice is filed and the notifying party does not commence court action within the period required by 17 U.S.C. § 512(g)(2)(C), or the equivalent foreign process.

19.2 Creator response

The Creator must respond to a DMCA notice on the Title within 72 hours of PYLON's notification, including either:

(a) filing a counter-notice (where the Creator believes the takedown is in error); or
(b) confirming that the Title should remain offline.

Failure to respond within 72 hours may result in the Title being treated as withdrawn under clause 19.3.

19.3 Repeat-infringer policy

PYLON terminates Creators with three or more substantiated DMCA strikes in a rolling 12-month window, per the PYLON repeat-infringer policy at pylon.video/dmca. Termination under this policy is treated as a Creator-side material breach.

20. Reversion mechanics

On any Reversion Event under clause 8 or clause 9:

20.1 Notice

PYLON shall send written confirmation of reversion to the Creator within 7 days of the effective reversion date.

20.2 Cessation of distribution

Within 30 days of the effective reversion date, PYLON shall:

(a) remove the Title from the PYLON service and from any FAST partner surface;
(b) cease creating new marketing clips of the Title;
(c) sub-licence revocation to all PYLON vendors holding the Title; and
(d) confirm deletion of the Title's master from PYLON storage, except for back-ups retained per PYLON's retention schedule (which expire automatically per the Privacy Policy).

20.3 Existing marketing assets

Marketing clips, key art, and metadata distributed before the reversion may persist on third-party social platforms. PYLON has no obligation to recall third-party copies but shall not actively promote or boost any new use after reversion.

20.4 Mutual release

On consummation of reversion (i.e. the Title removed and final payment made), the Parties release each other from claims arising from this Agreement with respect to the reverted Title, except for claims that survive under clause 21.

21. Survival

The following clauses survive any termination, expiry, or reversion of this Agreement, in whole or in part: clauses 3 (definitions), 12 (reps and warranties, for the period of any applicable statute of limitations), 14 (indemnification), 15 (liability caps), 16 (confidentiality), 18 (tax, for any open period), 19 (DMCA obligations relating to acts during the Term), 21 (survival), 22 (dispute resolution), 23 (notices), and 24 (miscellaneous).

22. Dispute resolution

22.1 Informal resolution

The Parties shall first attempt to resolve any dispute by good-faith negotiation between authorised representatives within 30 days of one Party giving written notice of dispute to the other.

22.2 Governing law

This Agreement is governed by, and shall be construed in accordance with, the laws of New South Wales, Australia, without regard to its conflict-of-laws principles.

22.3 Forum

The Parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia, for any dispute that the Parties cannot resolve under clause 22.1, except that:

(a) the Creator may (at its election) bring small-claims proceedings in the courts of the Creator's place of residence, where such courts have jurisdiction over consumer-style disputes; and
(b) PYLON may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidentiality, or operational integrity.

22.4 Arbitration (optional)

The Parties may, by mutual written agreement, refer a dispute to binding arbitration under the rules of the Australian Centre for International Commercial Arbitration (ACICA), seated in Sydney, language English, single arbitrator, on a confidential basis.

22.5 Australian Consumer Law

Nothing in this clause 22 limits any non-excludable Creator right under the Australian Consumer Law.

23. Notices

Notices under this Agreement must be in writing and sent to:

PYLON / Apostle Pty Ltd: [email protected] (with copy to <mark class="legal-tbd">[REGISTERED ADDRESS: TBD]</mark>).
Creator: the email address on file in /studio profile (with copy to the postal address on file).

A Party may update its notice address by updating the relevant profile field or by giving 7 days' written notice.

24. Miscellaneous

24.1 Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

24.2 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except that PYLON may assign on a change of control or sale of substantially all of the PYLON business, subject to the assignee's written assumption of obligations.

24.3 Entire agreement

This Agreement (including the Schedules and any executed Addenda) constitutes the entire agreement between the Parties on its subject matter and supersedes any prior agreement on the same subject.

24.4 Force majeure

Neither Party is liable for failure to perform (other than payment obligations under clause 10) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, strike, internet or vendor outage of significant duration, or governmental action. The affected Party shall give prompt notice and use reasonable efforts to resume performance.

24.5 No waiver

A waiver of any provision is effective only if in writing and signed by the waiving Party, and a single waiver does not waive any other or subsequent breach.

24.6 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder remains in full force and effect, and the invalid provision is reformed to the minimum extent necessary to be enforceable.

24.7 Counterparts and electronic signature

This Agreement may be executed in counterparts, including by electronic signature (e.g. acceptance click-through at /studio/onboarding), which together constitute a single agreement.

Schedule A, Compensation Schedule (per Title)

Field	Value
Title (working)	[Title]
Slug	[slug]
Master delivery date	[TBD]
Authorised Territories	Worldwide except: [Holdback Territories, if any]
Pro-Rata Share	55%
Per-Title Pro-Rata override	[None / X%]
PYLON distribution fee	45%
Per-Title distribution-fee override	[None / X%]
Minimum guarantee	[None / see Minimum Guarantee Addendum]
Marketing-clip approval (full Title ≤ 30s)	[Approved / Per-clip approval required]
Dub approval	[General approval / Per-language approval]

Default rates (where Schedule A is silent): Pro-Rata Share = 55%; Distribution Fee = 45%.

Schedule B, Supported Payout Countries

The following countries are supported for Stripe Connect Express onboarding as at the Effective Date (subject to update, the authoritative list lives at packages/payments/src/connect-countries.ts in the PYLON repository):

Europe (EU + EEA + UK + Gibraltar), Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom.

Americas, Brazil, Canada, Mexico, United States.

Asia-Pacific, Australia, Hong Kong, Japan, Malaysia, New Zealand, Singapore, Thailand.

Gulf, United Arab Emirates.

Creators in countries not listed above may apply for the manual-wire override path; see /legal/payout-terms.

Schedule C, Reps and Warranties Annex

This Schedule C extends and clarifies the Creator's representations and warranties in clause 12. It is non-exhaustive and does not narrow the core warranties.

Originality. The Title is an original work or a properly licensed derivative.
Provenance. Every AI tool used in production is disclosed in the Provenance Materials with a date and an indication of role (generation, retouch, voice, music).
Music licence chain. Every cue is cleared at composition + master level for SVOD streaming + clip use (≤ 30s) + festival use.
Talent consents. Every identifiable on-screen talent has signed a release on the template at /legal/talent-likeness-release or an equivalent.
No injunction. No third-party injunction or pending claim prevents any of the licence grants in clause 4.

Schedule D, Editorial Guidelines Summary

This Schedule D summarises the Editorial Guardrail (clause 17) and is provided for reference only. The authoritative version is published at pylon.video/editorial-policy.

PYLON publishes against a 6-criterion scorecard (each scored 1–5, publish threshold 22/30):

Narrative coherence, does it tell a story?
Visual craft, composition, colour, motion quality, AI-artefact rate.
Human creative contribution, visible selection, arrangement, and iteration by a human creator.
Brand safety, ads can run against it; no slurs, hate, targeted harassment, or non-consenting real-person likenesses.
AI-slop indicators (inverted), does NOT exhibit faceless automation, meme remix, compilation farm, misleading-trailer cuts, or infinite-zoom B-roll.
Originality, adds something to the AI-film canon, not a derivative.

PYLON will not publish:

Prompt galleries, tool-chain breakdowns, or generation logs.
Content featuring identifiable real persons without documented consent.
Hate speech, calls to violence, or sexualised content involving minors.
Content in violation of the AU Online Safety Act 2021 or US COPPA.
Content whose AI provenance cannot be substantiated.

Contact

Filmmaker support: [email protected]
Payouts: [email protected]
Legal: [email protected]
Designated DMCA Agent: [email protected] (USCO designation pending, see pylon.video/dmca)

Version history

Version	Date	Author	Notes
0.1.0-draft	2026-04-26	engineering	Initial draft, pending counsel