These Terms & Conditions (this “Agreement”) govern participation by an AI Filmmaker (“Filmmaker,” “you”) in the CLOWD filmmaker program, an ad-supported channel operated by Curt Doty Company LLC (“CLOWD”) on the RAD TV platform. By submitting Content to CLOWD or accepting a scheduled airing, Filmmaker agrees to be bound by this Agreement.

1. Definitions

•      "Content" means any film, series, or other audiovisual work submitted by Filmmaker for scheduling and airing on CLOWD, including works that are substantially AI-generated or AI-assisted.

•      "Gross Ad Revenue" means all advertising revenue actually collected from ads aired during CLOWD's programming, before any deductions.

•      "Filmmaker Pool" means the 40% share of Gross Ad Revenue allocated for even distribution among Active Filmmakers, as described in Section 5.

•      "Active Filmmaker" means a Filmmaker whose Content aired on the CLOWD channel at least once during the applicable Payout Cycle.

•      "Payout Cycle" means the monthly period for which the Filmmaker Pool and payouts are calculated and issued.

2. Eligibility & Onboarding

•      Filmmaker must be at least the age of majority in their jurisdiction, or a duly organized and authorized entity, to participate.

•      Content must be substantially AI-produced or AI-assisted and must meet CLOWD's content guidelines as published or updated from time to time.

•      There is no cost to join the program and no minimum production budget or exclusivity commitment required, unless separately negotiated in writing.

•      CLOWD reserves the right, in their reasonable discretion, to accept, reject, schedule, or remove any Content based on schedule fit, audience considerations, or compliance with content standards.

3. Content Standards

•      Filmmaker represents that Content does not infringe any third party's intellectual property, publicity, or privacy rights.

•      Filmmaker represents that Content does not contain material that is unlawful, defamatory, obscene, or that violates CLOWD's content guidelines.

•      Filmmaker represents that use of any AI tools, models, or training data in producing the Content complies with the applicable licenses and terms of service of those tools, models, and data sources.

•      Upon request, Filmmaker will disclose the AI tools and/or models used to produce submitted Content.

•      CLOWD may remove non-compliant Content at any time; no payout accrues for airings that do not occur as a result of such removal.

•      Full CLOWD Content Guidelines in Section 16.

4. License Grant

Filmmaker grants CLOWD on RAD TV, a non-exclusive, worldwide license to broadcast, transmit, publicly perform, reproduce, and promote the Content on the CLOWD channel and in associated marketing of the channel, for a term of one (1) year from the date the Content is first scheduled to air on CLOWD (the "License Term"), or as reasonably needed thereafter for archival and reporting purposes. Filmmaker retains all underlying ownership and intellectual property rights in the Content. This license does not include any right for RAD or CLOWD to sell, sublicense, or distribute the Content outside of CLOWD/RAD's own distribution without a separate written agreement.

5. Revenue Share

Gross Ad Revenue is split as follows: 30% to RAD as a platform infrastructure fee; 30% retained by CLOWD to fund channel-level operations (scheduling, curation, ad sales, and payout infrastructure); and 40% allocated to the Filmmaker Pool.

The Filmmaker Pool is distributed evenly among all Active Filmmakers for the applicable Payout Cycle: the total Filmmaker Pool is divided by the number of Active Filmmakers, and each Active Filmmaker receives an equal share, regardless of Content volume, audience size, or performance. Because this is a new program, CLOWD and RAD do not guarantee any minimum payout amount to Filmmaker.

No fee is ever charged to Filmmaker to participate in the program, and no deduction is taken from Filmmaker's payout other than as expressly described in this Agreement.

6. Payout Mechanics

•      Payout Cycle: monthly. Books close on the last day of each calendar month; statements issue within five (5) business days; payouts are released within fifteen (15) calendar days of cycle close.

•      Minimum threshold: $25. Balances below this threshold automatically roll forward to the next Payout Cycle.

•      Payments are issued via a third-party mass-payout processor (e.g., Stripe Connect, Tipalti, or PayPal Payouts — to be confirmed) by ACH, direct deposit, or an equivalent method for international Filmmakers.

•      Filmmaker is responsible for providing accurate banking and tax information (e.g., Form W-9 or W-8BEN, as applicable) and is solely responsible for any taxes owed on amounts received.

•      Filmmaker has seven (7) calendar days from statement issuance to dispute a payout calculation before funds are released; disputes raised after release will be reconciled, if valid, in the following Payout Cycle.

7. Reporting & Audit

CLOWD (not Filmmaker) maintains the dashboard and underlying ad-server and viewership data used to operate the CLOWD channel and calculate payouts; Filmmaker does not have access to this dashboard or to any Impression, viewership, or usage-tracking data. Each Payout Cycle, Filmmaker will instead receive a payout statement showing the total Filmmaker Pool, the number of Active Filmmakers, and Filmmaker's resulting payout. Filmmaker may request reasonable supporting data in connection with a good-faith payout dispute raised within the dispute window described in Section 6. RAD and CLOWD may audit information provided by Filmmaker (including rights documentation supporting the representations in Section 3 and Section 10) on reasonable notice.

8. Term & Termination

•      This Agreement is effective upon Filmmaker's acceptance and continues until terminated as provided herein.

•      Either party may terminate for convenience upon 30 days' written notice.

•      CLOWD may suspend or terminate Filmmaker's participation immediately upon a violation of Section 3 (Content Standards), suspected fraud, or material breach of this Agreement.

•      Upon termination, scheduled airings of Filmmaker's Content will cease; any payout accrued for Content aired prior to termination remains payable on the normal Payout Cycle; and the license granted in Section 4 survives solely to the extent necessary for archival and historical reporting purposes.

9. Intellectual Property

Filmmaker retains all right, title, and interest in and to the Content, subject only to the license granted in Section 4. All CLOWD and RAD trademarks, logos, and branding remain the exclusive property of their respective owners; no license to use such marks is granted to Filmmaker except as expressly authorized in writing for promotional purposes related to Filmmaker's participation in the program.

10. Representations & Warranties

•      Filmmaker has full right, power, and authority to grant the license described in Section 4.

•      The Content does not infringe the intellectual property or other rights of any third party and complies with all applicable laws, and with the license terms of any AI tools, models, or training data used in its production.

•      Filmmaker is not prohibited, by law or by any existing contract, from entering into this Agreement.

11. Indemnification

Filmmaker shall indemnify and hold harmless RAD and CLOWD, and their respective officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”), from and against third-party claims, damages, losses, liabilities, costs, and reasonable attorneys’ fees, but only to the extent directly caused by a material breach by Filmmaker of Filmmaker’s representations or warranties under this Agreement that has been finally determined by a court of competent jurisdiction or agreed to in a written settlement approved by Filmmaker.

RAD or CLOWD, as applicable, shall provide Filmmaker with prompt written notice of any claim for which indemnification is sought. Any failure or delay in providing such notice shall relieve Filmmaker of its indemnification obligations to the extent Filmmaker is materially prejudiced by such failure or delay.

Filmmaker shall have the right, at Filmmaker’s election and expense, to assume and control the defense of any claim subject to indemnification using counsel of Filmmaker’s choosing, subject to the Indemnified Party’s reasonable objection based upon an actual conflict of interest or counsel’s material lack of qualifications. The Indemnified Party shall reasonably cooperate with Filmmaker in the defense, at Filmmaker’s expense.

Filmmaker shall not settle any claim in a manner that admits wrongdoing or liability by, imposes any monetary or non-monetary obligation upon, or otherwise materially adversely affects an Indemnified Party without that Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

Filmmaker shall have no indemnification obligation to the extent a claim, loss, or liability results from (a) any modification of the Content by RAD, CLOWD, or an Indemnified Party without Filmmaker’s authorization; (b) any use, exhibition, distribution, promotion, or other exploitation of the Content outside the scope of the rights expressly granted under this Agreement; or (c) the negligence, willful misconduct, or breach of this Agreement by an Indemnified Party.

Except in the case of Filmmaker’s fraud, willful or intentional misconduct, or infringement or misappropriation of a third party’s intellectual property rights undertaken with Filmmaker’s actual knowledge that such conduct constituted infringement or misappropriation, Filmmaker’s aggregate liability under this Section 11 shall be subject to the limitation of liability set forth in Section 12. For purposes of this Section, “actual knowledge” shall not include constructive, imputed, or “should have known” knowledge.

12. Limitation of Liability

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenues, or lost business opportunities, arising out of or relating to this Agreement, regardless of the legal theory asserted and even if advised of the possibility of such damages.

Except for liability arising from a party’s fraud, willful or intentional misconduct, or infringement or misappropriation of a third party’s intellectual property rights undertaken with that party’s actual knowledge that such conduct constituted infringement or misappropriation, each party’s aggregate liability arising out of or relating to this Agreement, including Filmmaker’s indemnification obligations under Section 11, shall not exceed the total amounts paid or payable to Filmmaker under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

13. Confidentiality

Payout statements made available to Filmmaker are provided solely for Filmmaker's own use in tracking their own participation in the program and may not be publicly disclosed or shared in a manner that implies data belonging to other Filmmakers, which Filmmaker will not have access to in any event.

14. Modifications

CLOWD may update this Agreement from time to time upon 30 days' notice to Filmmaker. Continued participation in the program after the effective date of an update constitutes acceptance of the revised terms. Material adverse changes to the revenue share described in Section 5 will not take effect with respect to Content already scheduled until the notice period has elapsed.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of New Mexico, USA, without regard to conflict-of-laws principles. Any dispute arising out of this Agreement will first be addressed through good-faith negotiation between the parties and, if unresolved, through binding arbitration.

16. CLOWD Content Guidelines

Your (or your Team’s) Video Submission must adhere to these guidelines (collectively, the “CLOWD Guidelines” or “Channel Guidelines):

-Is original to the Individual Entrant or the Team submitting the Video Submission and was not created by another individual (or Team). 

-A majority of the visual shots must be created using AI Assistance Tools. This does not preclude entries from using photographs, video or other images not generated with AI (collectively, “Live-Action Shots”) as references and models for shots created using AI Assistance Tools. Video Submissions may be a combination of AI visual shots generated entirely by AI Assistance Tools, Live-Action Shots, and AI visual shots based on live-action reference photography and/or video; however, the majority of visual shots must be created using AI Assistance Tools. In no case shall a Video Submission be mostly Live-Action Shots or mostly Live-Action Shots that include AI generated elements within the shot. 

-Does not contain content that violates or infringes another’s rights, including but not limited to, privacy, publicity, copyright, trademark, trade secret, trade dress, patent, or any other intellectual property rights. No public figure’s likeness may be used without their prior written permission or the prior written permission of their authorized representative.

-Does not disparage (i) the Organization, (ii) any CLOWD employee, (iii) any individual, corporation, partnership, organization, or other entity that provides financial, material, or in-kind support to the channel in exchange for agreed-upon benefits, acknowledgments, or promotional opportunities, including any employees, representatives, agents, directors, and officers of such individual or entity (each a “Sponsor”) or (iv) any other person or party affiliated with the promotion and administration of the channel, including any employees, or such parties’ products or services.

-Does not contain material that is pornographic, defamatory, slanderous or libelous, or that depicts animal cruelty of any kind.

-Does not promote discrimination against or contempt for other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, serious disease, or any other protected class.

-Subtitles
All non-English language entries must include a version with English subtitles and one “Clean’ version, no subtitles.

-By posting the Video Submission and participating in the Channel, you (and your Team) agree to indemnify and hold the channel Parties harmless from any and all claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert’s fees) arising out of or relating to any breach by you (or your Team) of any of the foregoing representations and warranties.

-Ownership of and rights to your Video Submission 
For the limited purpose of promoting the Content and the CLOWD channel, CLOWD may use reasonable excerpts, trailers, clips and thumbnails from the Content and may make non-material technical and formatting adjustments, including cropping, resizing, reformatting and adding captions or CLOWD/RAD branding. CLOWD may not materially alter the Content, create derivative works based on the Content, sublicense or transfer rights in the Content, or authorize third-party use of the Content without Filmmaker’s prior written approval.

-Subject to the rights and licenses conveyed herein, you (and your Team) shall retain sole and exclusive right, title and interest in and to your Video Submission and all intellectual property rights thereto.

-Each entrant Individual or is solely responsible for all federal, state, local, provincial/territorial, or other applicable taxes associated with the payouts. Each Entrant also agrees to provide Organization with a valid social security number, W-9 or any other information Organization may require in connection with applicable tax reporting or withholding requirements or other laws or regulations. 

Deliverables:

·       Deliver a 4k version of your film, with credits attached at the end.

·       Deliver 2 thumbnails,

o   Landscape at 1920 x 1080, 144 ppi.

o   Portrait at 1080 x 1350, 72 ppi.

·       List Title and Director’s name

·       Optional Deliverable. A :30 second spot, with textless end tag or a 2 1/2 min. Trailer with textless endtag.

·       Deliver via Dropbox or Google Drive

17. Miscellaneous

This Agreement constitutes the entire agreement between Filmmaker and CLOWD with respect to its subject matter. If any provision is held unenforceable, the remaining provisions will continue in full force. No waiver of any provision will be deemed a further or continuing waiver. CLOWD may assign this Agreement to an affiliate or successor; Filmmaker may not assign this Agreement without prior written consent. Notices under this Agreement should be sent to:

Curt Doty

624 Paseo de la Cuma #3

Santa Fe, NM 87501 USA

Updated August 12, 2026