Partnership Agreement

1. Parties and Background

This Agreement is entered into between Cinema on the Fly Pty Ltd (ACN 169316563) of Gold Coast, Queensland, Australia, trading as Cinefly (Cinefly, we, us), and the partner identified in the Signature Block (Partner, you).

Cinefly operates a collaborative storytelling platform that codifies film and narrative into software — Storyboards, Director Guides, Co-Creation, Collaboration and Ripple — and a verified Marketplace where Creators, Experts and Agencies are matched with brand, government, sports, tourism and enterprise clients.

You wish to join the Cinefly Marketplace as a partner. We wish to list you, route opportunities to you, promote your work, and process payments to you on the terms set out below.

This Agreement governs that relationship. The specific commercial terms attached to your partner class are set out in Schedule A (for Creators) and Schedule B (for Experts). The class that applies to you is the one identified in the Signature Block.

2. Definitions

In this Agreement, capitalised terms have the meanings below. Other terms have the meanings given to them where they first appear.

"Acceptance" means written confirmation by the Client (or by Cinefly on the Client's behalf, where applicable) that a Deliverable meets the agreed criteria, or deemed acceptance under clause 8.4.

"Annual Contract Value" means the total contracted Client fees payable in the first twelve (12) months of the Client engagement, exclusive of GST and similar transaction taxes.

"Appendix" means the Appendix to this Agreement setting out the detailed Track A and Track B referral-fee documentation referred to in clause 9A.

"Cinefly Platform" means the Cinefly website, applications, APIs, Deep Story workflow, Marketplace and related services made available to you and to Clients.

"Client" means any party that engages your services through the Cinefly Platform, including brands, agencies, tourism boards, sports federations, government bodies, and SMBs.

"Client Account" means a Client's tenant on the Cinefly Platform, which you may be invited to operate within via a Seat.

"Confidential Information" means all non-public information of either party, including the Cinefly Platform's architecture, roadmaps, Client data, performance data, commercial terms, pricing, and unreleased Storyboard templates.

"Creator" means a partner whose role is performative and audience-facing — filmmakers, storytellers, directors, DOPs, producers, influencers.

"Deliverables" means the work product you supply under this Agreement, including Storyboards, raw and edited video, Director Guides, methodology documents, and other items defined in the applicable Schedule or in a Statement of Work.

"Expert" means a partner whose role is methodology-facing rather than performative — subject-matter experts, advisors and specialists who design Storyboard frameworks for others to execute.

"Marketplace" means the public-facing catalogue on the Cinefly Platform where partner profiles, Storyboard templates and service packages are listed and made discoverable.

"Marketplace Template" means a Storyboard, Director Guide framework or methodology you publish on the Marketplace for purchase by Clients.

"Marquee Project" means a named, multi-month program coordinated by Cinefly or its partners (for example, "Gold Coast in a Day", athlete personal-brand series), which you may opt into.

"Net Receipts" means the gross fees received by Cinefly from a Client in respect of a Partner Transaction, less payment processing fees, taxes payable by Cinefly to a third party, refunds and chargebacks. For the avoidance of doubt, GST collected from Clients and remitted to the ATO is not a deduction from Net Receipts; it flows through separately and does not reduce either party's share.

"Partner Transaction" means any transaction processed through the Cinefly Platform in which you are entitled to payment, including Marketplace template sales, service package purchases, Direct Brand Engagement work, and Marquee Project participation.

"Schedule" means Schedule A (Creator-Specific Terms) and/or Schedule B (Expert-Specific Terms), as applicable to your partner class.

"Seat" means an access grant purchased by a Client that lets you operate inside the Client Account with defined permissions.

"Storyboard" means the structured shot-by-shot creative framework — including Director Guides and capture metadata — that drives content creation on the Cinefly Platform.

"Trust Layer" means Cinefly's content provenance system: device signature, GPS, sensor timing, contributor identity verification, and audit trail captured at the moment of recording.

3. Partner Class and Engagement

3.1 Class. You are engaged as a Creator, an Expert, or both, as identified in the Signature Block. The terms applicable to each class are in the corresponding Schedule and form part of this Agreement.

3.2 Non-exclusive. This Agreement is non-exclusive. You may work with other platforms, agencies and clients outside Cinefly, except where a specific Statement of Work or Marquee Project participation document expressly requires exclusivity for a defined scope and period.

3.3 Routing, not allocation. Cinefly will route opportunities to you where your stated interests, verticals and locations match incoming briefs. We do not guarantee a minimum volume of work. Acceptance of any specific opportunity is at your discretion.

3.4 How work is engaged. A Client engages you by one of the following mechanisms:

• Direct Brand Engagement — a Client invites you onto their Client Account and purchases a Seat, after which you operate inside that account on agreed packages and rates.
• Marketplace purchase — a Client buys a service package or a Marketplace Template you have listed.
• Marquee Project — you opt in to a Cinefly-coordinated program on terms set out in a separate participation document.
• Flyer (Brief) — a Client distributes a brief through the Deep Story workflow, which you may accept, decline or request clarification on.

3.5 Statements of Work. Where the scope, deliverables, timing or fee for a specific engagement are not captured in the Marketplace listing or a Schedule, the parties will record them in a Statement of Work referencing this Agreement. A Statement of Work prevails over the body of this Agreement to the extent of any inconsistency for that engagement only.

3.6 Cinefly-initiated project engagement. Where Cinefly requests your involvement in a Client engagement that you did not introduce, the scope, deliverables and rate for that engagement will be agreed in writing before work commences. Where no written rate agreement is reached prior to commencement, your engagement will be billed at the Default Rate recorded in the Signature Block at clause 21.4. You are not obliged to accept any Cinefly-initiated engagement; acceptance is at your discretion.

4. Term and Termination

4.1 Term. This Agreement starts on the date of the last signature in the Signature Block and continues until terminated under this clause 4.

4.2 Termination for convenience. Either party may terminate this Agreement on thirty (30) days' written notice, provided that any in-flight Partner Transaction, Statement of Work or Marquee Project participation completes on its original terms unless the parties agree otherwise.

4.3 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party (a) commits a material breach that is not remedied within fourteen (14) days of written notice, (b) becomes insolvent or enters external administration, or (c) engages in conduct that brings the other party into material disrepute.

4.4 Suspension, restriction, deactivation and reinstatement. Cinefly may take one or more of the following actions only in accordance with this clause: (a) temporarily suspend your Marketplace listing; (b) restrict your ability to receive new opportunities; (c) restrict or remove your access to a specific Client Account or Seat; (d) deactivate your Marketplace profile; or (e) terminate this Agreement under clause 4.3.

• (a) Grounds. Cinefly may take action under this clause where it reasonably believes that (i) you are in breach of clause 6, 11, 12 or 13, (ii) a Trust Layer integrity issue requires investigation, (iii) a Client has raised a credible safety, quality, privacy, confidentiality or conduct concern, (iv) a Client mandates a specific access restriction, (v) action is necessary to comply with law, (vi) there has been fraud, dishonesty or serious misconduct, or (vii) there is a material risk to a Client, contributor, minor, vulnerable person, the public, Cinefly or the Cinefly Platform.
• (b) Preliminary notice. Except where immediate action is reasonably necessary to prevent harm, comply with law, preserve the integrity of an investigation, protect Confidential Information, protect a Client Account, or address serious misconduct, Cinefly will give you written notice of the proposed action, the reason for it, a summary of the information reasonably relied on (subject to confidentiality), and the action (if any) required to avoid or resolve it.
• (c) Response and support. You may respond in writing within five (5) business days. You may nominate a representative or support person to assist you. Cinefly will consider your response in good faith before making a final decision.
• (d) Proportionality. Cinefly will use the least restrictive action reasonably available having regard to the seriousness of the issue, the risk involved, Client requirements, Platform integrity and whether the concern can be resolved by correction, warning, training, restriction to a specific Client Account, or other lesser measure.
• (e) Final decision. Cinefly will provide a written decision, with reasons, within ten (10) business days of receiving your written response, or within twenty (20) business days of the suspension notice if no response is received.
• (f) Review. You may request internal review of a decision to deactivate your Marketplace profile or terminate your access to new opportunities within ten (10) business days of the decision. Where reasonably practicable, the review will be conducted by a person not directly involved in the original decision.
• (g) Reinstatement. Cinefly will promptly reinstate access where the grounds are resolved or, after consideration, not made out. Where Cinefly decides to terminate rather than reinstate, clause 4.3 applies.
• (h) Effect during action. In-flight Partner Transactions continue to settle on their original terms, subject to lawful withholding for genuine disputes, chargebacks, fraud, Trust Layer integrity issues or Client non-payment under clause 9. New opportunities are paused. Cinefly will not charge commission on new work that is not performed or paid because it is paused under this clause; commission remains payable on completed Partner Transactions that settle under this Agreement.

4.5 Effect of termination. On termination: (a) your Marketplace listing will be deactivated; (b) Client Account access via Seats will be revoked, subject to a reasonable handover period; (c) we will pay you all amounts owed for completed Partner Transactions in the next payment cycle; (d) clauses 9A (Referral Fees, in respect of introductions registered before termination), 10 (IP), 12 (Confidentiality), 13 (Data), 16–18 (Warranties, Indemnities, Liability), 19 (Disputes), and any other clause intended to survive, survive termination.

4.6 Listed templates after termination. Marketplace Templates you have published and that have been purchased by a Client before termination remain licensed to that Client on the terms of their purchase. Future listings will be withdrawn unless the parties agree a wind-down arrangement.

5. Cinefly's Commitments

We commit to back you actively, not passively. Specifically:

5.1 Profile and Marketplace listing. We will publish your verified profile on the Cinefly Marketplace, including your bio, reel, specialisations, ripple history and available packages, and make you discoverable to Clients filtering by vertical, niche, language and market.

5.2 Active promotion. We will feature you in our showcase activities across our owned channels (LinkedIn, Instagram, TikTok, YouTube, Facebook and our newsletter), subject to the mutual promotion principles in clause 14. Promotion is an ordinary part of how the Marketplace works, not an additional service we charge for.

5.3 Active matching. When briefs arrive that align with your interests, verticals and locations, we will route them to you ahead of unaligned partners. Matching is best-efforts and does not constitute a guarantee of work.

5.4 Platform access and tools. We will provide you access to the Cinefly Platform, including Deep Story workflow, Storyboard tooling, AI-assisted curation (Seer), Director Guides, project file export, and Trust Layer infrastructure, on the standard terms applicable to partners of your class.

5.5 Direct support. We will provide reasonable onboarding, technical and commercial support during business hours. Where a Marquee Project requires it, we will provide named producer support.

5.6 Payment processing. We will collect Client payments through a PCI-DSS compliant payment provider, calculate your share under the applicable Schedule, and remit it to you on the cycle described in clause 9.

6. Partner's Commitments

In return, you commit to:

6.1 Quality of work. Deliver work to a professional standard consistent with your portfolio, your stated specialisations, and any Storyboard, Director Guide or Statement of Work that applies to a specific engagement.

6.2 Identity and information. Complete identity verification at onboarding, keep your profile, contact details and tax information current, and tell us promptly if any of it changes.

6.3 Conduct. Conduct yourself professionally on-platform and in your dealings with Clients and their audiences. Do not engage in conduct that could bring Cinefly or a Client into material disrepute, and comply with all laws applicable to the work you perform.

6.4 Trust and consent standards. Comply with the trust, consent and content standards in clause 11. Do not bypass, falsify or undermine the Trust Layer.

6.5 No off-platform circumvention. Where a Client first engages you through the Cinefly Marketplace, a Cinefly-routed brief, a Cinefly-introduced opportunity or a Client Account Seat, you must conduct that specific engagement, and any renewal, extension or substantially similar follow-on engagement for the same Client brief, campaign, program, brand account or substantially similar deliverables, through the Cinefly Platform for twelve (12) months from the date of first engagement. This clause is limited to preventing circumvention of Cinefly-introduced or Cinefly-enabled opportunities. It does not prevent you from: (a) working for the Client outside the Platform on unrelated services, unrelated scopes or pre-existing relationships; (b) continuing work you can reasonably demonstrate was already active or materially under discussion before the Cinefly introduction; (c) accepting work from the Client after the twelve-month period; or (d) requesting Cinefly's written consent to conduct a specific engagement off-platform, which Cinefly will not unreasonably withhold where its legitimate platform, Client, payment, confidentiality and referral interests are protected. Cinefly will not treat a general brand relationship, social connection or unrelated prior contact as a Cinefly-introduced opportunity unless Cinefly materially facilitated the relevant brief, Client Account, Marketplace purchase or commercial opportunity.

6.6 Promotion (opt-in). We hope, but do not require, that you will help promote Cinefly through cross-posts, shoutouts and participation in creator stories. Paid work is always paid. Promotion is opt-in and governed by clause 14.

6.7 Feedback. Share candid feedback on the platform, the Marketplace and the routing experience. Cinefly is early; your input shapes how it is built.

7. Insurance, Permits and Compliance

Because your work may involve shoots, public locations, minors, drones, government clients and enterprise procurement, you must carry appropriate cover and clearances. This clause sets the floor; specific engagements may require more.

7.1 When insurance applies. You are not required to hold the baseline insurance described in this clause merely to create or maintain a Marketplace profile. However, before accepting any engagement to which the relevant insurance applies, you must hold and maintain the cover required by this clause or by the applicable Statement of Work, whichever is higher.

7.2 Required insurance. You will hold, at your own cost, the insurances appropriate to the services you provide. As a minimum baseline:

• (a) Creators undertaking shoots: public liability cover appropriate to the shoots you undertake (taking into account location, scale, talent and equipment); equipment cover for your own gear; and professional indemnity cover where you provide creative direction or methodology.
• (b) Experts providing advisory or methodology services: professional indemnity cover appropriate to the scope, value and risk of your advisory work.
• (c) All partners: workers' compensation as required by your jurisdiction for any personnel you engage, and any other cover legally required for the activities you carry out.

7.3 Permits and approvals. You are responsible for obtaining the permits, licences and approvals required for your work, including:

• location and filming permits (council, venue, private property);
• CASA accreditation and operating approvals for any drone capture;
• Working with Children Checks (or jurisdictional equivalent) where shoots involve minors;
• traffic-management and public-area approvals where required;
• clearances for music, talent, brands, trademarks and locations not supplied by Cinefly or the Client.

7.4 Evidence. Cinefly may request evidence of insurance and permits before an engagement begins, and at reasonable intervals during the term. You will provide certificates of currency promptly on request. Failure to provide evidence may result in suspension under clause 4.4 until the issue is resolved.

7.5 Higher limits. Specific Statements of Work, Marquee Projects or Client requirements may impose higher limits, broader cover, named-insured arrangements or particular endorsements. Where those apply, they are recorded in the relevant engagement document and prevail over the baseline in clause 7.2.

7.6 Compliance with law. You will comply with all laws applicable to the performance of your services, including work health and safety law, advertising standards, sponsored-content disclosure rules (including AANA, ACCC and overseas equivalents), anti-discrimination law, and any sector-specific regulation that applies to a Client's industry (for example, financial services or therapeutic goods).

8. Deliverables: Submission, Revision and Acceptance

This clause sets the process by which Deliverables are submitted, revised, accepted and paid. It applies to every engagement unless a Statement of Work expressly varies it.

8.1 Submission. You will submit each Deliverable through the Cinefly Platform in the format and to the criteria recorded in the Storyboard, Director Guide, Marketplace listing, Flyer (Brief) or Statement of Work that governs the engagement (the Agreed Criteria).

8.2 Revision rounds. Unless a Statement of Work provides otherwise:

• (a) two (2) rounds of revision are included in each Deliverable's price;
• (b) revision requests must be specific, must reference the Agreed Criteria, and must be raised in writing within five (5) business days of submission;
• (c) revisions outside the Agreed Criteria, or beyond the included rounds, are out-of-scope and chargeable at your usual rate or as separately agreed.

8.3 Rejection. The Client may reject a Deliverable only on the ground that it materially fails to meet the Agreed Criteria. Subjective preference, or a request that would change scope, is treated as a revision request under clause 8.2.

8.4 Deemed acceptance. A Deliverable is deemed accepted if:

• (a) the Client confirms Acceptance in writing;
• (b) the Client publishes, distributes or otherwise uses the Deliverable for the purpose for which it was commissioned; or
• (c) ten (10) business days pass after submission (or re-submission following a revision round) without the Client raising specific written revision requests in accordance with clause 8.2.

8.5 Payment trigger. Payment for a Deliverable is triggered on Acceptance (whether actual or deemed) and is remitted on the next payment cycle under clause 9.4. For retainer arrangements, payment follows the retainer cycle and Acceptance applies to the scoped deliverables within that cycle.

8.6 Disputes about Deliverables. If a Deliverable is disputed in good faith, Cinefly will mediate between you and the Client and may hold the disputed amount pending resolution. If the dispute is not resolved within fifteen (15) business days, clause 19 (Dispute Resolution) applies. Cinefly will not act as arbiter of creative subjectivity; we will, however, apply the Agreed Criteria objectively.

8.7 Cancellation, rescheduling and kill fees. Production and advisory work involves real cost commitments. The following defaults apply, and any Statement of Work may tighten or vary them:

• (a) Cancellation by Client. If a Client cancels an accepted engagement, the cancellation fee scales with notice: more than fourteen (14) days' written notice before the scheduled start, no cancellation fee; seven to fourteen (7–14) days, 50% of the agreed fee; less than seven (7) days, 100% of the agreed fee.
• (b) Rescheduling. A Client may reschedule an engagement once without fee on at least seven (7) days' written notice. A second reschedule, or any reschedule on shorter notice, is treated as a cancellation under clause 8.7(a) followed by a new engagement.
• (c) Kill fees on retainer. If a Client cancels a retainer mid-cycle, the kill fee is 50% of the current cycle fee, plus payment in full for any work already accepted within the cycle.
• (d) Approved expenses. Non-refundable costs already incurred by you with the Client's prior written approval (for example, travel, location holds, crew deposits, talent fees, equipment hire) are reimbursable in full, unless the cancellation is caused by your breach.
• (e) Force majeure. If an engagement is cancelled or rescheduled because of an event outside both parties' reasonable control (severe weather, illness, government direction, venue closure), no cancellation fee applies. Approved expenses are shared as the parties reasonably agree, having regard to who is best placed to bear or recover each cost.
• (f) Cancellation by you. If you cancel an accepted engagement other than for force majeure or material Client breach, you are responsible for the Client's reasonable direct costs of finding a replacement, capped at the agreed fee. Cinefly will assist with re-routing where practicable.

8.8 Costs and Client-imposed requirements. Where a Client requires approvals, insurance extensions, permits or compliance steps beyond the baselines in clauses 7 and 11 (for example, named-insured endorsements, additional police or working-with-children checks, traffic management, specific cultural protocols, or financial-services or therapeutic-goods compliance), the Statement of Work will specify whether those costs are included in your fee or reimbursed separately. Where the Statement of Work is silent, costs that materially exceed the baseline are reimbursable on production of reasonable evidence.

9. Revenue, Fees and Payment

9.1 How your share is calculated. Your share of each Partner Transaction is calculated as a percentage of Net Receipts, with the percentage and any class-specific mechanics set out in the applicable Schedule. The default split for Creator Partner Transactions is 70% to you, 30% to Cinefly. Expert Partner Transaction mechanics are set out in Schedule B and may differ by transaction type (retainer, template royalty, methodology licence, advisory fee).

9.2 Pricing transparency. You set your own prices on packages and templates you list. The Marketplace shows Clients a single, all-inclusive price; Cinefly's commission is not displayed as a separate line item to the Client, but is disclosed to you in your dashboard for every transaction.

9.3 No recoupment. No stacked fees. No tiered cuts. The split applied to a Partner Transaction is the only deduction. Cinefly does not recoup costs from your share before paying, does not layer platform fees on top of your share, and does not raise the Cinefly percentage as you earn more.

9.4 Payment cycle. Payments are processed monthly in arrears. We will remit your share for a calendar month within fifteen (15) business days of the end of that month, subject to clearance of the underlying Client payment, Acceptance of the relevant Deliverable, and resolution of any disputed amount. Client credit risk — partner protection. For each Partner Transaction, where the underlying Client payment has not cleared within sixty (60) business days of Acceptance, Cinefly will: (a) for amounts up to AUD 5,000 per partner per calendar month, remit your share regardless of Client payment status and pursue the Client debt at Cinefly's cost; and (b) for amounts above that threshold, notify you in writing of the delay and, on your request, assign to you Cinefly's right to pursue the unpaid amount, less Cinefly's commission.

9.5 Currency and bank fees. Default currency is Australian Dollars (AUD) unless the Schedule or a Statement of Work specifies otherwise. Bank transfer fees on the receiving side are payable by you.

9.6 Taxes. You are responsible for all taxes (including GST or its equivalent in your jurisdiction) on the amounts paid to you. Where required, you will provide a valid tax invoice or equivalent. If you are GST-registered in Australia, Cinefly will issue a Recipient Created Tax Invoice or accept your invoice on a per-cycle basis, by agreement.

9.7 Refunds and chargebacks. A refund or chargeback is legitimate for the purposes of this clause if it arises from (a) a Client cancellation in accordance with the agreed terms, (b) a successful chargeback by the Client's payment provider, (c) a material failure of the Deliverable to meet the Agreed Criteria (assessed under clause 8), or (d) a refund mandated by law. The corresponding amount will be deducted from your next payment cycle (or invoiced back to you if no future cycle exists). You may dispute the legitimacy of a refund or chargeback under clause 19; Cinefly will not unreasonably refuse to reverse a deduction where the dispute is upheld.

9.8 Audit. Your dashboard provides full transaction history, gross amount, commission applied, and net amount remitted. If you reasonably believe an amount is incorrect, you may raise a query within sixty (60) days of the relevant payment; Cinefly will investigate in good faith and correct any error in the next cycle.

9A. Referral Fees

This Section sets the framework for partner-introduced Client engagements. Detailed Track A and Track B documentation is set out in the Appendix.

9A.1 Referral eligibility. Where you directly introduce a prospective Client to Cinefly that results in a new subscription, activation or managed service, you are entitled to a referral fee calculated on the first-year Annual Contract Value (ACV) of that Client engagement under one of the two tracks set out in clauses 9A.2 and 9A.3. This clause applies equally to Creator and Expert partners.

9A.2 Track A — Referral and qualification support (10%). Where you contribute through introduction, qualification and validation of the prospective Client — including supporting the business case during any pilot phase — but do not lead the commercial close, a referral fee of 10% of the first-year ACV applies. The full scope of obligations and entitlements under Track A is set out in clauses A.3 of the Appendix.

9A.3 Track B — Lead seller (20%). Where you lead the full sales cycle, including the pilot and project implementation alongside Cinefly's delivery, a referral fee of 20% of the first-year ACV applies. "Lead the full sales cycle" is defined in clause A.4.2 of the Appendix and requires written confirmation of the Track at registration.

9A.4 Registration of introductions. To protect your referral entitlement, introductions must be registered in writing to Cinefly within five (5) business days of the introduction being made, using the registration process set out in clause A.5 of the Appendix. The registration must nominate the applicable Track (A or B). Cinefly will acknowledge each registration in writing within three (3) business days, confirming the Track applied. Where no Track is nominated at registration, Track A applies as the default. Referral fees are not payable in respect of introductions that were not registered before the Client's engagement commences.

9A.5 Renewal continuity. Where your ongoing collaboration remains directly linked to your introduction and active participation in the engagement (as further described in clause A.8 of the Appendix), a renewal referral fee of 5% of the subsequent year's ACV may apply for up to twenty-four (24) months from the date of first contract execution, by mutual written agreement of both parties prior to each renewal.

9A.6 Survival on termination. Termination of this Agreement does not extinguish your entitlements to referral fees under this clause 9A where the relevant introduction was registered under clause 9A.4 and the Client engagement was actively progressing before the termination date. Clause 9A survives termination for that purpose.

9A.7 Conflicts and overlapping referrals. The conflict-resolution mechanism for overlapping introductions, introducer-deliverer splits, and competitive conflicts is set out in clause A.6 of the Appendix.

9A.8 Interaction with clause 6.5. The relationship between a partner-introduced engagement under this clause and the on-platform obligation in clause 6.5 is governed by clause A.7 of the Appendix. The referral entitlement under this clause is in addition to, and not in lieu of, any service fees earned under clause 9 and the applicable Schedule.

10. Intellectual Property

10.1 Your underlying IP. You retain ownership of all intellectual property you bring to, or create independently of, the Cinefly Platform, including your prior portfolio, your creative methodology, your style and your personal brand.

10.2 Cinefly's underlying IP. Cinefly retains ownership of the Cinefly Platform and all underlying IP, including the patented capture-side method, Seer, Storyboard architecture, Director Guide framework, Trust Layer, brand and software.

10.3 Deliverables produced for Clients. Unless a Statement of Work specifies otherwise, IP in Deliverables produced for a specific Client follows the standard Client terms: the Client receives a worldwide, perpetual, royalty-free licence to use the Deliverables for the agreed purpose, and you retain ownership of the underlying creative work and may reuse non-confidential elements in your portfolio and showreel. Where a Client requires assignment, exclusivity, or paid-media rights, those must be expressly stated in the Statement of Work and separately consented to by you; additional fees may apply.

10.4 Marketplace Template licence. For each Marketplace Template you publish:

• (a) Grant to Cinefly. You grant Cinefly a non-exclusive, worldwide licence to host, display, distribute, sell and sublicense the Template to Clients on the Marketplace, in accordance with this Agreement, the listing terms you set, and the price you set.
• (b) Standard Client licence. Unless your listing specifies a higher tier, each purchasing Client receives a non-exclusive, perpetual licence to use the Template within the Cinefly Platform for a single brand or business unit, with the right to (i) execute the Storyboard, including modifying shot count, Director Guides and metadata for the Client's own campaign use; (ii) share the Template internally within the Client's organisation; and (iii) keep finished content produced under the Template after their Cinefly subscription ends.
• (c) Standard licence excludes. Without a higher tier or your separate written consent, the Client may not (i) use the Template across multiple brands, business units, or Client accounts; (ii) resell, sublicense or distribute the Template or any substantially derivative framework; (iii) export the Template framework for use outside the Cinefly Platform; or (iv) remove your authorship attribution.
• (d) Tiered listings. Where Cinefly makes higher-tier Template licences available (for example, multi-brand or agency-resale tiers), the additional rights and the price differential will be displayed on your listing for your decision before they become live.
• (e) Reservation. All rights not expressly granted are reserved by you. You may continue to use the underlying methodology in your own practice off-Platform, and remain free to teach, write and speak about it.
• (f) Substantially derivative framework — meaning. For the purposes of this clause, a substantially derivative framework means a template, Storyboard, methodology or workflow that reproduces the structure, sequence, prompts, Director Guides or distinctive methodology of the Marketplace Template in a way that would reasonably substitute for purchasing it.

10.5 Platform data and AI training. Data generated through your use of the Cinefly Platform is categorised as follows; rights attach by category, not in bulk:

• (a) Aggregated platform metadata. Engagement metrics, ripple statistics, content classification labels, capture metadata, and performance signals, in aggregated and de-identified form, are owned by Cinefly. We may use them to operate, improve and train the Cinefly Platform and its models (including Cameron, Seer and successors).
• (b) Deliverables (raw and finished content). The video files, audio, images, scripts and other creative output you produce are not used by Cinefly to train models that generate competing creative content. We may use Deliverables to operate the Platform (storage, delivery, curation, ranking) and to promote you and the Platform under clause 14, but not as training data for generative-content models without your separate written consent.
• (c) Personal information. Personal information of contributors, audiences and Clients is governed by clause 13 (Data and Privacy) and applicable privacy law, not by this clause.
• (d) Client Confidential Information. Client briefs, strategies, budgets and Client-supplied content remain the Client's Confidential Information under clause 12, and are not used for cross-Client training, benchmarking or product development without that Client's consent.
• (e) Insights back to you. Cinefly will surface to you the analytics, recommendations and audience insights relevant to your own work and network through standard Platform features.

10.6 Licence to use your name and image. You grant Cinefly a non-exclusive, royalty-free licence to use your name, likeness, profile imagery, bio and reel for the purpose of operating the Marketplace, promoting you under clause 5.2, and promoting the Cinefly Platform under clause 14, for the term of this Agreement and twelve (12) months thereafter. You may revoke this licence on thirty (30) days' written notice, in which case we will remove your profile and reasonable historical promotional materials within that period.

10.7 Moral rights. You consent, to the extent permitted by law, to acts that may otherwise infringe your moral rights in Deliverables, but only for the following practical purposes:

• (a) technical adaptation, including format conversion, resizing, frame-rate conform, and compression for delivery across devices and channels;
• (b) editorial assembly within a Storyboard or campaign, including trimming, sequencing and combining your contribution with other contributors' content;
• (c) platform display, including thumbnails, previews and surfacing within Marketplace and Client dashboards;
• (d) campaign adaptation by the Client reasonably necessary for delivery across agreed channels, limited to the scope and purpose stated in the applicable Statement of Work or Storyboard;
• (e) standard credit conventions used on the Cinefly Platform.

Where you specifically request attribution, or a restriction on a particular Deliverable, Cinefly will use reasonable efforts to honour that request through Platform conventions and to communicate it to the Client.

11. Trust, Verification and Content Standards

11.1 Trust Layer integrity. You will use the Cinefly Platform in a way that preserves the integrity of the Trust Layer. You will not submit content captured by a different account holder as your own, falsify device or capture metadata, use synthetic or AI-generated footage in place of device-captured footage where the Deliverable is represented as device-captured, or otherwise circumvent verification.

11.2 Consent. You will obtain or rely on the Cinefly-provided consent flow for every individual appearing in or contributing to content you upload or curate. Where an individual is under 18, you will not bypass the platform's guardian consent routing.

11.3 Cultural and category guardrails. You will comply with platform-level guardrails, including Indigenous Cultural and Intellectual Property (ICIP) protocols for Australian Indigenous content, child-safety guardrails, and brand-fit constraints attached to a specific engagement.

11.4 Prohibited content. You will not upload, design, direct or distribute through the Cinefly Platform content that is unlawful, defamatory, harassing, sexually explicit, that promotes self-harm or violence, or that infringes a third party's intellectual property or privacy rights.

11.5 AI-generated content disclosure. If a Deliverable incorporates AI-generated elements, you will disclose this to Cinefly and to the Client. The Trust Layer represents that a real human captured real footage; AI-generated content cannot be passed off as human-captured. Failure to disclose AI-generated content constitutes a material breach for the purposes of clause 4.3 and may result in immediate suspension under clause 4.4 pending investigation.

12. Confidentiality

12.1 Mutual obligation. Each party will hold the other's Confidential Information in confidence, use it only for the purpose of this Agreement, and protect it with at least the same degree of care it uses for its own confidential information.

12.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is independently developed without reference to the other party's information, or is disclosed under compulsion of law (provided the receiving party gives reasonable advance notice where lawful).

12.3 Client confidentiality. Information about a Client, its Client Account, its audience, its campaign briefs and its performance data is the Client's Confidential Information and is governed by Cinefly's data and tenancy isolation arrangements. You will not disclose it to any third party, including other Clients or other partners.

12.4 Duration. The obligations in this clause 12 survive termination of this Agreement for a period of five (5) years in respect of general Confidential Information, and indefinitely in respect of trade secrets, personal information, and Client data.

13. Data and Privacy

13.1 Hosting and posture. Cinefly hosts partner and content data in Australia (AWS Sydney region) under a SOC 2 posture and applies multi-tenant isolation between Client Accounts. You will not attempt to access data outside the tenants and Seats granted to you.

13.2 Personal information. Each party will comply with applicable privacy laws (including, in Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles) in relation to personal information accessed via the Cinefly Platform.

13.3 Notification. You will notify Cinefly without undue delay of any actual or reasonably suspected unauthorised access, loss or disclosure of personal information or Confidential Information arising from your use of the Cinefly Platform.

14. Mutual Promotion

Promotion under this Agreement runs in both directions. The intent is reciprocity, not obligation.

14.1 What Cinefly will do. Showcase posts, profile features, brief routing, and inclusion in creator stories, all as part of how the Marketplace works.

14.2 What we hope you'll do. Where it feels genuine, share Cinefly with your audience — cross-posts, shoutouts, behind-the-scenes content. We will make it easy by supplying assets, hashtags and copy on request.

14.3 Approval of materials. Each party may review and reasonably approve promotional materials that prominently feature the other party before they go live. Approval will not be unreasonably withheld or delayed and will be deemed given if no written objection is raised within five (5) business days of the request. Approval will not be withheld except on reasonable grounds relating to accuracy, representation or legal compliance.

14.4 Paid work is always paid. Promotion does not substitute for paid work. Where we ask you to participate in a paid Storyboard, Marquee Project, or shoot, the engagement is paid on the relevant terms.

15. Independent Contractor Relationship

15.1 Status. Nothing in this Agreement creates an employment relationship, partnership, joint venture or agency between you and Cinefly. You are an independent contractor.

15.2 Your independence. You retain control over:

• (a) which opportunities you accept and decline;
• (b) when, where and how you perform accepted work, subject only to deadlines and the brief agreed for each engagement;
• (c) the equipment, tools, software and creative methods you use, except where a specific engagement reasonably requires use of the Cinefly Platform;
• (d) whether to engage subcontractors, subject to clauses 11 and 12, to your continuing responsibility for the Deliverables, and to clause 15.6 below for any subcontractor access to Cinefly Platform resources;
• (e) the prices and packages you list on the Marketplace.

15.3 Your responsibilities. You are responsible for your own tax, superannuation, leave entitlements, insurance (clause 7), equipment, business expenses and working arrangements. You may not bind Cinefly to any obligation without our express written authority.

15.4 Non-exclusivity by default. This Agreement does not require you to work exclusively with Cinefly. You may work with other platforms, agencies and clients, subject only to clause 6.5 and any project-specific exclusivity expressly agreed in a Statement of Work.

15.5 Marquee Projects — separate document and mandatory review. For each Marquee Project (involving extended engagement, typically three months or longer, Cinefly-coordinated logistics, named producer support, or supplied creative direction), Cinefly will complete a documented contractor-status review before the Project begins. The review will consider control, integration, exclusivity, duration, economic dependence, equipment, pricing, substitution, payment model and supervision. Where the review identifies material employment-style indicators, Cinefly will either amend the Project structure to preserve contractor independence, or use a different engagement model (such as a fixed-term services agreement appropriate to the scope). The parties will execute a separate Marquee Project participation document for each Project that either (a) expressly preserves the independence factors in clauses 15.2 and 15.7 for the duration of the Project, or (b) restructures the engagement consistently with the review outcome. The parties will review the Project structure against the Fair Work Act 2009 (Cth) factors for distinguishing contractors from employees, including the multi-factor test. This clause exists to ensure that highly integrated programs do not inadvertently create an employment-style relationship.

15.6 Subcontractor access controls. Subcontractors may not access a Client Account, confidential Client materials, Seats, the Trust Layer, or other Cinefly Platform resources unless Cinefly has approved them and they have been onboarded through the applicable identity verification, agreement acceptance, and consent processes. You remain responsible for all subcontractor acts and omissions, and for ensuring subcontractors comply with this Agreement to the extent applicable to their work.

15.7 Practical Independence Indicators. To reinforce the contractual independence factors in clause 15.2, the parties acknowledge that the following practical indicators apply to your engagement under this Agreement and any Statement of Work or Marquee Project participation document, except where expressly varied for that engagement in writing:

• (a) you supply your own equipment, tools, software and creative methods (the Cinefly Platform is an integration surface, not a substitute for your independent creative practice);
• (b) you control your own working hours, location and schedule, subject only to agreed delivery deadlines;
• (c) you have an unconditional right to refuse any brief, opportunity or Statement of Work offered by Cinefly or a Client;
• (d) you may, and are expected to, work for other platforms and clients during the term of this Agreement;
• (e) you hold your own insurance (see clause 7) and bear your own business expenses, tax obligations and superannuation;
• (f) you are not paid for time spent training, attending optional Cinefly events, or developing your Marketplace profile.

15.8 Operational independence. Cinefly's platform standards, Marketplace eligibility requirements, Trust Layer requirements, consent flows, quality criteria and Client-specific delivery requirements are intended to protect Clients, contributors, platform integrity and legal compliance. They do not give Cinefly a right to direct the manner in which you conduct your independent business, choose your creative methods, manage your time, price your services, accept work, decline work, work for others, or determine the personnel you use, except to the limited extent expressly required for platform access, Client confidentiality, Trust Layer integrity, safety, consent, legal compliance or the agreed criteria for a specific engagement.

16. Warranties

Each party warrants that it has the right and authority to enter into this Agreement and to perform its obligations under it. In addition:

16.1 Your warranties. You warrant that (a) you have the right to grant the licences in clause 10 and to upload the content you submit; (b) your Deliverables and content do not infringe the rights of any third party (including IP, privacy, publicity and moral rights); (c) you have obtained all consents required for individuals appearing in your content; (d) you will comply with all laws applicable to your work, including consumer law, advertising standards, and disclosure rules for sponsored content; and (e) information you provide for your Marketplace profile is true and not misleading.

16.2 Cinefly's warranties. We warrant that the Cinefly Platform will be operated with reasonable skill and care. To the extent permitted by law, we exclude all other express or implied warranties in respect of the Cinefly Platform, including warranties of uninterrupted availability, fitness for a particular purpose and merchantability.

16.3 Consumer guarantees. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or equivalent legislation that cannot lawfully be excluded, restricted or modified.

17. Indemnities

17.1 Your indemnity. You will indemnify Cinefly against third-party claims, losses, damages and reasonable legal costs arising from (a) a breach of clause 11 (Trust, Verification and Content Standards) or clause 16.1 (Your Warranties); (b) infringement of third-party rights by your Deliverables; or (c) any wilful or fraudulent act or omission by you.

17.2 Cinefly's indemnity. Cinefly will indemnify you against third-party claims that the Cinefly Platform, as supplied by us and used in accordance with this Agreement, infringes that third party's intellectual property rights, excluding claims arising from your content, your Deliverables, or your combination of the Platform with anything not supplied by Cinefly.

17.3 Process. The indemnified party will promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement imposes obligations on the indemnified party without consent), and cooperate at the indemnifying party's reasonable cost.

18. Limitation of Liability

18.1 Excluded losses. To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, including loss of profit, loss of revenue, loss of goodwill, or loss of data, whether in contract, tort, statute or otherwise.

18.2 Cap. Subject to clause 18.3 and to the extent permitted by law, each party's aggregate liability under or in connection with this Agreement is capped at the total amounts paid or payable by Cinefly to you (or, in Cinefly's case, retained as commission from your Partner Transactions) in the twelve (12) months preceding the event giving rise to the claim. This cap applies on an aggregate basis to all claims arising from the same event or series of related events.

18.3 Carve-outs. The cap in clause 18.2 does not apply to: (a) either party's obligation to pay undisputed amounts due under this Agreement; (b) your indemnity under clause 17.1(b) or (c); (c) breaches of clause 12 (Confidentiality); (d) breaches of clause 11.1 (Trust Layer integrity); (e) fraud, wilful misconduct or intentional breach; or (f) liability that cannot lawfully be capped.

19. Dispute Resolution

19.1 Good-faith resolution. If a dispute arises, the parties will first try to resolve it through good-faith discussion between senior representatives within fifteen (15) business days of written notice of the dispute.

19.2 Mediation. If discussion does not resolve the dispute, the parties will refer it to mediation administered by the Resolution Institute (or another mutually agreed mediator) before commencing proceedings, except where urgent injunctive relief is required.

19.3 International / high-value arbitration option. Disputes above AUD 250,000 involving a party domiciled outside Australia may, by written agreement of both parties, be referred to arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Rules. The seat of arbitration is Sydney; the language is English; the tribunal will be one (1) arbitrator unless the parties agree otherwise.

19.4 Governing law and jurisdiction. This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them.

20. General Provisions

20.1 Order of precedence. If there is any inconsistency between documents that govern the parties' relationship, they take precedence in the following order, from highest to lowest:

• (a) the applicable Statement of Work or Marquee Project participation document for the engagement in question;
• (b) the Appendix (Referral Fee Track documentation) in respect of matters governed by clause 9A;
• (c) the Marketplace listing terms (including price, scope and licence tier) accepted by the Client at the point of purchase;
• (d) the applicable Schedule (Schedule A for Creators, Schedule B for Experts);
• (e) the body of this Agreement;
• (f) Cinefly's standard Platform operational terms in force from time to time.

20.2 Assignment. You may not assign or novate this Agreement without Cinefly's prior written consent. Cinefly may assign or novate this Agreement to a related body corporate or successor in connection with a corporate restructure or sale of business, with notice to you.

20.3 Notices. Notices must be in writing and sent to the email address recorded in the Signature Block (or as updated by written notice). Notices to Cinefly should be sent to legal@cinefly.io. Notices are deemed received on transmission, unless transmission occurs outside business hours, in which case they are deemed received at 9.00am the next business day in the recipient's location.

20.4 Platform updates and variation. Cinefly may update the operational, technical and commercial terms of the Cinefly Platform from time to time. For minor operational or technical updates (including UI changes, workflow improvements, security updates and dashboard changes) that do not materially affect your rights or obligations, Cinefly may make the change on reasonable notice or, where necessary for security or legal compliance, immediately. For changes that materially affect your rights or obligations — including Marketplace listing standards, trust-and-safety procedures, suspension or deactivation processes, payment-cycle mechanics, commission rates in clause 9 or the applicable Schedule, referral-fee structure under clause 9A, or mandatory platform workflows — Cinefly will give you at least thirty (30) calendar days' written notice before the change takes effect. If you do not accept a material change, you may terminate this Agreement under clause 4.2 before the change takes effect, and any in-flight Partner Transactions will continue on the terms that applied when they were accepted unless the parties agree otherwise.

20.5 Waiver. A failure or delay by either party to exercise a right is not a waiver of that right. A waiver must be in writing to be effective.

20.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in force, and the invalid provision will be read down to the minimum extent necessary.

20.7 Entire agreement. This Agreement (including the applicable Schedule, any Statement of Work, and the Appendix) is the entire agreement between the parties about its subject matter and supersedes any prior understanding or representation.

20.8 Counterparts and electronic signature. This Agreement may be signed in counterparts and executed by electronic signature. Each counterpart is an original; together they form one document.

21. Signature Block

By signing below, each party agrees to be bound by this Agreement, the applicable Schedule(s), and any Statement of Work referencing this Agreement.

21.1 Partner Class (tick all that apply): Creator — Schedule A applies. Expert — Schedule B applies.

21.2 Cinefly. Entity: Cinema on the Fly Pty Ltd. Recorded at signature: Signatory, Title, Date, Signature, Email.

21.3 Partner. Recorded at signature: Legal Name (Individual or Entity), Trading Name (if different), ABN/ACN/Tax ID, Country of Residence/Incorporation, Signatory, Title, Signature, Date, Email (for notices), Phone, Address, GST-Registered? (Y/N).

21.4 Default Rate (for Cinefly-initiated engagements under clause 3.6). Where Cinefly requests your involvement in a Client engagement that you did not introduce, and no written rate is agreed before work commences, your engagement will be billed at the Default Rate recorded at signature (Default Hourly Rate, Default Daily Rate, Default Project Minimum, Applies From date, all AUD ex-GST). You may update this rate from time to time by written notice to Cinefly.

Schedule A — Creator-Specific Terms

This Schedule applies to partners onboarded to the Cinefly Marketplace as Creators (the talent layer — filmmakers, storytellers, directors, DOPs, producers, influencers). It forms part of, and is read with, the Partnership Agreement.

A1 Creator services

As a Creator, you may offer one or more of the following service packages, alone or combined into a Full Production package, at prices you set:

• Design — Storyboards, creative briefs, shot structures, Director Guides, visual treatments.
• Shoot — content capture aligned to a Storyboard or Flyer (Brief).
• Edit — post-production using project files exported from the Platform (open-source and proprietary formats), with finished video re-uploaded for review and release.
• Market — campaign collateral, distribution and social content across Client channels.

A2 Qualification

Creators are qualified for full Marketplace listing once they have (i) completed identity verification, (ii) accepted this Agreement, (iii) authored at least five (5) Storyboards on the Platform, and (iv) uploaded at least five (5) videos on the Platform. Cinefly Film Team conducts the initial portfolio assessment. Cinefly may, in its discretion, accept a Creator for early Direct Brand Engagement work before full qualification.

These qualification standards are Marketplace eligibility criteria only. They do not create an obligation to perform work, attend shifts or events, accept briefs, meet response times, or undertake unpaid work for Cinefly. You may complete qualification at your own pace and on your own terms.

A3 Three paths to monetisation

(a) Direct Brand Engagement (live). A Client invites you onto their Client Account, purchases a Seat, and engages you on packages and pricing you set. You may work per project or on a monthly retainer.

(b) Marketplace template sales (coming). You publish Marketplace Templates at prices you set. Each purchase pays you under clause A4 and is licensed under clause 10.4 of the Agreement.

(c) Marquee Projects (coming). You opt in to named programs (for example, "Gold Coast in a Day" or athlete personal-brand series) on terms set out in a separate participation document, which will follow the structure described in clause 15.5 of the Agreement.

A4 Revenue split for Creators

Default split: 70% to you, 30% to Cinefly. Applied to Net Receipts on every Marketplace sale, every service package purchase processed through the Platform, every Direct Brand Engagement transaction, and every Marquee Project participation fee, unless a Marquee Project participation document specifies different mechanics for that project.

The split is single-tier. It does not change based on volume, seniority or vertical.

A5 Profile content

Your Creator profile will include your name, avatar, bio, specialisations, portfolio samples, ratings and reviews, ripple history, and available service packages and prices. You may update your profile, portfolio links and availability at any time, subject to applicable Marketplace listing standards.

A6 Important: Perpetual licence disclosure

A7 Indicative pricing guidance (non-binding)

The following are illustrative price points observed in early Creator engagements. You are free to price above or below these levels. They are provided as orientation only and are not part of the binding commercial terms.

• Direct Brand Engagement retainer: AUD 200–800 per month for a Storyboard plus a defined number of edits or shoots.
• One-off Storyboard design: AUD 250–1,500 depending on complexity and vertical.
• Marketplace template list price (when launched): AUD 49–499 for single-brand licence; multi-brand and agency tiers, when offered, will be priced separately.

A8 Schedule A acceptance

By signing below, the parties accept the Creator-specific terms in Schedule A.

Schedule B — Expert-Specific Terms

This Schedule applies to partners onboarded to the Cinefly Marketplace as Experts (the framework layer — subject-matter experts, advisors, specialists). It forms part of, and is read with, the Partnership Agreement.

Experts direct rather than perform. You translate methodology and category authority into Storyboard frameworks and advisory engagements that others execute at scale.

B1 Expert services

As an Expert, you may offer any combination of the following:

• Storyboard methodology design — authoring Marketplace Templates and Director Guide frameworks that codify your domain expertise (for example, behavioural science applied to employee storytelling, cultural protocols for destination work, sports performance frameworks).
• Advisory engagements — discrete advisory work for a Client running a Cinefly programme, billed by the hour, day, or retainer.
• Programme oversight — named subject-matter authority on a Cinefly programme or Marquee Project, including review, curation and credibility lending.
• Speaking and content — keynotes, expert interviews and contributions to Cinefly's Storylines or learning content, where you opt in and are paid on agreed terms.

B2 Qualification

Experts are qualified for Marketplace listing once they have (i) completed identity verification, (ii) accepted this Agreement, (iii) had their credentials, publications and prior work reviewed and accepted by Cinefly, and (iv) completed a Cinefly Storyboard orientation. Cinefly may, in its discretion, accept an Expert for advisory work or methodology authoring before full Marketplace listing.

The Storyboard orientation is provided for platform familiarity, safety, quality and legal compliance purposes only. It is not employment training and does not constitute a requirement to perform unpaid services or maintain minimum availability.

B3 Three commercial mechanics

(a) Advisory fees. You set an hourly, daily or retainer rate for advisory engagements. The Net Receipts split is 70% to you, 30% to Cinefly for engagements sourced and processed through the Cinefly Platform.

(b) Storyboard methodology royalty. For Marketplace Templates and methodology frameworks you author, the Net Receipts split is 70% to you, 30% to Cinefly on each Client purchase. Where a Template is offered on a per-use subscription basis (planned), the same split applies to recurring receipts. Tiered licences (multi-brand, agency-resale) are governed by clause 10.4(d) of the Agreement.

(c) Programme oversight fees. For named subject-matter authority on a Cinefly programme or Marquee Project, the parties will agree a fixed engagement fee in a Statement of Work or Marquee Project participation document. Cinefly's commission may be retained against the gross programme budget rather than your share, where this is explicitly stated in the engagement document.

B4 Methodology licence

Where you author a Marketplace Template that Cinefly lists, the licence in clause 10.4 of the Agreement applies, including the standard Client licence (single-brand use, internal sharing) and the carve-outs against multi-brand use, resale and export. You may, separately, use the underlying methodology in your own practice off-platform, and remain free to teach, write and speak about it.

B5 Attribution and credibility

Expert listings emphasise credentials and authority. Cinefly will display the credentials you supply, link your published work where appropriate, and attribute you as the author on Storyboard frameworks you originate. You may request, and we will reasonably accommodate, restrictions on how your name and credentials appear on specific Client engagements where there is a legitimate professional reason.

B6 Conflicts and independence

Where your advisory work for a Client could be reasonably perceived as a conflict of interest with another engagement (Client, vertical or programme), you will disclose the potential conflict to Cinefly before accepting the engagement. Cinefly will not require you to take work that compromises your professional independence.

B7 Important: Perpetual licence disclosure

B8 Indicative pricing guidance (non-binding)

The following are illustrative ranges only and form no part of the binding commercial terms:

• Advisory: AUD 250–1,200 per hour, or AUD 1,500–7,500 per day, depending on domain and seniority.
• Marketplace Template list price (single-brand licence): AUD 250–4,000 depending on scope and vertical specificity; multi-brand and agency tiers priced separately.
• Programme oversight: AUD 5,000–50,000+ per programme, depending on scale and duration.

B9 Schedule B acceptance

By signing below, the parties accept the Expert-specific terms in Schedule B.

Appendix — Referral Fee Track Documentation

This Appendix sets out the detailed operational requirements, deliverables and entitlements for the two referral tracks introduced in clause 9A of the Agreement. It forms part of, and is read with, the Partnership Agreement and is incorporated by reference into clauses 9A.1, 9A.2, 9A.3, 9A.4, 9A.5, 9A.7 and 9A.8.

A.1 Purpose

This Appendix governs the relationship between Cinefly and any Partner (Creator or Expert) who introduces a prospective Client. It defines the two tracks under which a referral fee is payable, the scope of each track, the registration process, the conflict-resolution mechanism, and the interaction with other clauses of the Agreement.

A.2 Track election

A Partner electing to introduce a prospective Client to Cinefly under clause 9A must nominate the applicable Track (A or B) at the time of registration under clause A.5. The nomination must be confirmed in writing by Cinefly within three (3) business days. Where no Track is nominated at registration, Track A applies by default. The agreed Track may only be varied by subsequent written agreement of both parties.

A.3 Track A — Referral and qualification support (10% fee)

A.3.1 Scope. Track A applies where the Partner contributes through introduction, qualification and validation of the prospective Client, but does not lead the commercial close or pilot delivery. The Partner's involvement extends through the early stages of the engagement (identification, qualification, validation, and pilot business-case support) and ceases on commercial agreement.

A.3.2 Partner obligations. Under Track A, the Partner will:

• (a) make a warm introduction to a qualified decision-maker at the prospective Client;
• (b) participate in initial scoping conversations as reasonably required by Cinefly;
• (c) provide background context on the Client's business, decision-makers and known constraints;
• (d) support the business case during the pilot phase if invited by Cinefly;
• (e) keep Cinefly informed of any material developments in the Partner's relationship with the Client.

A.3.3 Partner deliverables. No formal deliverables are required beyond the introduction itself and the participation described in A.3.2.

A.3.4 Entitlement. The Partner is entitled to ten percent (10%) of the first-year Annual Contract Value of the Client engagement, payable on Cinefly's receipt of the Client's payments under the engagement, on the schedule set out in clause A.9.

A.4 Track B — Lead seller (20% fee)

A.4.1 Scope. Track B applies where the Partner leads the full sales cycle, including the pilot and project implementation, alongside Cinefly's delivery team.

A.4.2 "Lead the full sales cycle" — meaning. For the purposes of this Appendix and clause 9A.3, lead the full sales cycle means the Partner is materially responsible for each of the following stages:

• Stage 1 — sourcing and qualifying the opportunity;
• Stage 2 — presenting Cinefly's offering, scoping the engagement, and shaping the pricing;
• Stage 3 — managing the commercial negotiation and contract close;
• Stage 4 — overseeing the pilot delivery alongside Cinefly's delivery team;
• Stage 5 — supporting expansion or scaling of the engagement post-pilot.

The Partner need not be the sole decision-maker at any stage but must be the named lead on Cinefly's side of the engagement and must be materially involved at each of the five stages above.

A.4.3 Partner obligations. Under Track B, the Partner will:

• (a) act as the named lead contact for the Client throughout the sales cycle and pilot;
• (b) attend material sales meetings, demos and contract negotiations with Cinefly;
• (c) ensure Cinefly is briefed on relevant Client developments throughout the engagement;
• (d) provide written status updates as agreed in the engagement plan (typically fortnightly during active pilot delivery);
• (e) act in good faith and in a manner consistent with the agreed engagement plan and Cinefly's legitimate commercial interests.

For the avoidance of doubt, Track B participation is opportunity-specific, non-exclusive, separately elected by the Partner, and does not require the Partner to maintain general availability, meet sales quotas, follow prescribed hours, or accept future sales opportunities. Track B does not create an agency, employment or fiduciary relationship between the Partner and Cinefly.

A.4.4 Partner deliverables. Under Track B, the Partner will provide:

• (a) a short written engagement plan (typically one page) within five (5) business days of Track B confirmation;
• (b) periodic written status updates as agreed in the engagement plan;
• (c) a written handover note at the conclusion of the pilot phase, summarising the engagement's status and next steps.

A.4.5 Entitlement. The Partner is entitled to twenty percent (20%) of the first-year Annual Contract Value of the Client engagement, payable on Cinefly's receipt of the Client's payments under the engagement, on the schedule set out in clause A.9.

A.5 Registration mechanics

A.5.1 Registration. The Partner must register the introduction in writing to referrals@cinefly.io within five (5) business days of the introduction being made. The registration must include:

• (a) the prospective Client's name and the Partner's contact at the Client;
• (b) the nature of the Partner's existing relationship with the Client (if any);
• (c) the Track the Partner is nominating (A or B);
• (d) any conflict considerations (see A.6).

A.5.2 Acknowledgement. Cinefly will acknowledge each registration in writing within three (3) business days, confirming receipt and the Track applied. Cinefly's acknowledgement is the operative document for the purposes of clause 9A.4.

A.5.3 No registration — no entitlement. Introductions that are not registered under A.5.1 before the Client engagement commences carry no referral fee entitlement, regardless of subsequent contribution by the Partner.

A.6 Conflict resolution

A.6.1 Multiple partners. Where two or more Partners independently introduce the same prospective Client, the first registered introduction under A.5.1 takes precedence, except where the registering Partner agrees in writing to share or assign the entitlement.

A.6.2 Introducer-deliverer split. Where a Partner introduces a Client under this Appendix and a different Partner delivers the engagement under the Agreement, the introducing Partner's referral entitlement under 9A is unaffected by the deliverer's separate compensation under clause 9 and the applicable Schedule. Both partners may earn under their respective entitlements.

A.6.3 Competitive conflicts. Where a Partner introduces a Client whose engagement would reasonably be expected to compete with another Partner's existing Client work, Cinefly will discuss the conflict in good faith with both Partners before progressing. Cinefly may decline the introduction, accept it with specific conditions, or sequence the engagements to manage the conflict.

A.7 Interaction with clause 6.5 (No off-platform diversion)

A.7.1 Partner introduces and delivers (on-platform). Where a Partner introduces a Client under this Appendix and subsequently performs services for that Client through the Cinefly Platform, clause 6.5 applies to those services. The referral entitlement under 9A is in addition to, and not in lieu of, any service fees earned under clause 9 and the applicable Schedule.

A.7.2 Partner introduces but wishes to deliver off-platform. Where a Partner introduces a Client under this Appendix and subsequently wishes to perform services for that Client off-platform, the Partner must obtain Cinefly's prior written consent. The referral entitlement under 9A may be reduced, deferred or forfeited in such cases, by agreement at the time consent is given.

A.8 Renewal continuity (clause 9A.5)

The 5% renewal referral fee in clause 9A.5 applies where the Partner's ongoing collaboration remains directly linked to the introduction and active participation. For the purposes of this Appendix, this means the Partner continues to (a) maintain the Client relationship as a named contact, (b) attend periodic check-ins (at least quarterly), and (c) support expansion or renewal conversations as reasonably requested. The renewal fee requires mutual written agreement at each renewal cycle and is payable for a maximum of twenty-four (24) months from the date of first contract execution.

A.9 Payment schedule

Referral fees under this Appendix are paid in the Partner's monthly payment cycle under clause 9.4 of the Agreement, calculated on Cinefly's actual receipts from the Client. Where the Client pays in instalments, the referral fee is paid proportionally on each instalment received. The Partner's dashboard will display referral fees separately from Partner Transaction fees.

A.10 Termination survival

Clauses 9A and this Appendix survive termination of the Agreement in respect of introductions that were registered under A.5 before the termination date and where the Client engagement was actively progressing at that date. "Actively progressing" means at or beyond Stage 2 in the case of Track B, or at or beyond initial qualification in the case of Track A.

A.11 Disputes about Track or entitlement

Disputes regarding Track classification, entitlement amount, or interaction with other clauses of the Agreement will be resolved under clause 19. Cinefly will not unreasonably refuse to revise Track classification where the Partner's actual contribution materially exceeds the Track originally registered, provided the upward revision is documented in writing before the relevant Client engagement closes.

A.12 Appendix acceptance

This Appendix forms part of the Partnership Agreement and is signed by reference to the main Agreement Signature Block. By signing the Agreement, the parties accept the terms of this Appendix.