AFM Guidelines
GUIDELINES FOR ALL PARTICIPANTS
Notice
The American Film Market ("AFM®") is owned and operated by the Independent Film & Television Alliance ("IFTA®"), a non-profit trade association registered in the State of California. Exhibitors, Buyers, Industry Attendees, Sponsors, Affiliates, Press or any other party who may participate at the AFM or who may otherwise utilize the facilities or services of the AFM or IFTA, including Approved Publication distributors, (“Participant” or “Participants”) and all of Participant’s employees, agents, consultants and guests, agree to abide and be bound by all rules and regulations, AFM Guidelines and written instructions of the AFM (sometimes collectively and individually referred to as the "AFM Market Rules"). As the owner and operator of the AFM, IFTA has the right in its sole discretion to apply and interpret the AFM Market Rules.
Failure to comply with the AFM Market Rules may result in revocation of previously granted badges and/or prohibition of the Participant and/or its Affiliates, employees, agents, consultants and guests from participating at current and future AFM(s). In the event of such revocation, IFTA shall have the absolute right to prohibit entry to the AFM, including Exhibitor's exhibition space. Also, in such event, the Participant shall not be entitled to a refund or rebate of any fees previously paid to the AFM or to IFTA, nor shall IFTA be responsible in any way for any of the costs which the Participant may have incurred in connection with, preparation for, or attendance at the AFM.
All Participants shall be responsible for their costs and fees associated with participating in the AFM, including but not limited to, all fees associated with Exhibitor, Buyer, and Industry Attendee registration and participation, sponsorships, screening fees, costs associated with any type of badges, equipment and furniture rental fees, and any other costs or fees assessed in association with participating at the AFM. If any fees or deposits are paid by a third party or charged to a third party account, it is understood and agreed that the Participant is ultimately responsible for payment of any charges and that IFTA has the right to confirm the identification of any third party payer and its relationship to the Participant. Neither the Participant nor any of its employees or other representatives, or their invitees, shall engage in any activity as an agent, licensor, distributor or otherwise related to the sale or licensing of motion pictures within the AFM, except that those Participants who have registered and paid their fees as an Exhibitor or Sponsor, may participate in the AFM as Exhibitors.
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Temporary Office Space
A Participant, with or without an AFM office, may not retain temporary office space (one month or less) in the City of Santa Monica. IFTA may rescind all rights and privileges of participation and/or exhibition at this and future AFM(s) in the event of such occurrence.
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Buyers Lounge and Filmmakers Lounge
Participants may not use the Buyers Lounge or Filmmakers Lounge to set up displays, distribute materials, reserve tables and/or chairs, or refer to either Lounge as its office location in marketing materials or advertising, print or electronic. The purpose of the Lounges is for Participants to utilize the services offered in each Lounge and to have periodic meetings, and they shall not be used as exhibit or permanent meeting spaces. Use of the Lounges for permitted purposes shall not exceed a daily limit of three (3) hours per Participant.
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Communications Sent by Participant
Any communication sent by Participants within the U.S. with respect to the AFM shall be in compliance with the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act).
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Distribution of Promotional Material
Promotional materials may not be handed out or left in the Hotel hallways, elevator lobbies, bathrooms, or anywhere on Hotel property or in any other designated AFM area, including screening facilities. All such materials will be immediately confiscated and/or removed by AFM Security.
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Badges
AFM Badges must be worn at all times during the AFM. AFM Security will prohibit individuals without an AFM Badge from gaining access to the Exhibitor floors. An AFM Badge allows access to most screenings but does not guarantee access to every screening.If any Participant wears an AFM Badge other than his or her own, AFM Security will confiscate the AFM Badge. Confiscated AFM Badges will not be returned.
No AFM Badge is required for children in strollers who are accompanied by an adult Participant who has his or her own AFM Badge. Participants under the age of sixteen (16) years old will be provided with a complimentary AFM Badge and must be accompanied at all times by an adult Participant who has his or her own AFM Badge. Participants sixteen (16) years old and older must purchase an AFM Badge.
Lost or stolen photo badges must be reported to AFM Security and there may be a 24-hour waiting period before a new AFM Badge is issued. IFTA is not required to issue a replacement AFM Badge. There are no replacements for Day Badges or Visitor Badges.
Counterfeit badges are absolutely prohibited. If any individual is found wearing a counterfeit badge, AFM Security will escort that person off the restricted office floor or out of the theatre and confiscate the badge. Any Participant found to have produced, used, distributed, authorized, sold or in any other way participated in the use of counterfeit badges will be subject to fines or other sanctions, including prohibiting such company, its Affiliates, all its employees, and/or an individual from participating in a current or future AFM(s). In addition, the AFM, including AFM Security, may refer such individuals and organizations to law enforcement authorities in its sole discretion.
No Person at the AFM may conduct business in the name of a barred company. Engaging in business on behalf of a barred Person is a violation of the AFM Market Rules and will result in a revocation of badge privileges for the current AFM and the Person conducting such business may also be individually prohibited from attending future AFMs.
IFTA may revoke previously granted badges and/or prohibit a company, its Affiliates, all its employees, and/or an individual from participating in a current or future AFM(s) for, including but not limited to, the following reasons: (1) Participants who breach the safety and security of the AFM, which includes, but is not limited to, threats to other Participants, AFM staff, Loews Santa Monica Beach Hotel and/or Le Merigot Hotel (“Hotel”) staff, or any Person whatsoever, carrying of weapons, or violations of general security concerns at the AFM; (2) Participants who have been convicted of criminal copyright infringements; (3) Participants who have infringed the intellectual property rights of IFTA or the AFM, including but not limited to, unauthorized use of IFTA’s registered trademarks or copyrights; (4) Participants who violate any Terms of Use found on the IFTA or AFM websites, including these Guidelines and/or the AFM Market Rules; (5) Participants who have outstanding unpaid invoices from a prior AFM(s); (6) Participants who have been barred pursuant to the AFM Guidelines; (7) Participants who do business on behalf of Non-Prevailing Parties and/or Related Entities that have been barred pursuant to the AFM Guidelines; and/or (8) Any other act which IFTA determines, in its sole discretion, may compromise the integrity of the AFM.
In the event of badge revocation, IFTA shall have the absolute right to prohibit entry to the AFM. Also, in such event, the Person shall not be entitled to a refund or rebate of any fees previously paid to the AFM or to IFTA, nor shall the AFM or IFTA be responsible in any way for any of the costs which the company, or such individuals, may have incurred in connection with, preparation for, or attendance at the AFM.
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Indemnification of IFTA
IFTA is not responsible for the activities, performance or failure to perform of any Participant(s); nor is IFTA liable for the actions, inactions or negligence of any third party whatsoever, including but not limited to projectionists, suppliers, utilities, vendors, screening theatres, hotels, transportation and other facilities and/or parties; nor for force majeure events including without limitation, strikes, work stoppage, war or military activities, civil disorders, criminal conduct of others, weather, fire, earthquakes, acts of God or any other events beyond IFTA's control. IFTA shall not be responsible for crimes committed by any party, including but not limited to robbery, assault, battery, fire, water or accident. Should loss by theft occur, cooperation of the Participant is requested by reporting it immediately to the police and AFM Security.
All Participants shall indemnify and hold harmless IFTA, its officers, directors, employees and agents of each of the foregoing from and against any and all claims, damages and liabilities (including reasonable attorneys’ fees) relating to or arising out of any breach or alleged breach of IFTA’s agreements or alleged agreements with third parties. All Participants shall further indemnify and hold harmless IFTA, its Members, officers, directors, employees and agents of each of the foregoing from and against any and all claims, damages and liabilities (including reasonable attorney's fees) relating to or arising out of any request by a Participant for IFTA’s assistance with a Participant’s personal property or rented equipment, including transporting such property or equipment.
All Participants shall further indemnify and hold harmless IFTA, its officers, directors, employees and agents of each of the foregoing from and against any and all claims, damages and liabilities (including reasonable attorney's fees) relating to or arising out of any request by a Participant for IFTA’s assistance with a Participant’s personal property or rented equipment, including transporting such property or equipment.
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Consent by Participant
Each Participant expressly consents to having its name, company information, licenses and/or other contact information disclosed in AFM publications, including the AFM website and in accordance with the terms of the AFM Registration Form. Each Participant further expressly consents to receive via facsimile, e-mail or any other means, information or materials from the AFM, IFTA or the IFTA Foundation. Participant may withdraw its consent at any time by notifying IFTA in writing.
Notices are posted at AFM locations that photography and filming may occur at any time in any area of any AFM location during the AFM. Participant’s presence at any AFM location or event shall be construed as Participant’s express consent to any photography or filming in connection with the AFM, including but not limited to the use and distribution of Participant’s name, voice and likeness. The disclaimer inures only to the benefit of IFTA/AFM and does not constitute consent by IFTA or any Participant to third party filming or filming not done at the direction of IFTA/AFM. IFTA may prohibit third party filming at any AFM location or event at any time during the AFM.
Please see the Privacy Policy at www.americanfilmmarket.com.
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Distribution of Approved Publications
The only publications that may be distributed at the AFM are those that are named in a written Distribution Agreement with IFTA (“Approved Publication”). The right to distribute an Approved Publication may not be sold, assigned or sublicensed to a third party for any reason whatsoever.
All boxes containing an Approved Publication must be separately labeled with the name and date of the Approved Publication. AFM staff will pick up the boxes from the Loews Hotel loading dock and distribute the Approved Publication to the areas designated and agreed upon by the publisher and IFTA in the Distribution Agreement, and, in the case of dailies, to the main lobby entrance. For daily Approved Publications and their special issues, AFM staff will deliver any specified amount to the publisher’s AFM office (if applicable). All out-of-date dailies and any remaining Approved Publications shall be recycled by IFTA at the end of the AFM.
The Approved Publication may contain additional materials (printed, DVDs, etc.) provided that the total of all inserts in a single issue of an Approved Publication does not exceed eight (8) pages and/or one (1) DVD and the materials meet the following requirements: (1) inserted material without its own binding (i.e., not glued or stapled) must be fully contained within the Approved Publication so that it does not extend beyond the edges of the Approved Publication; and (2) inserted material with its own binding (i.e., multiple pages that are glued or stapled) must be adhered to the Approved Publication (i.e., glued or stapled) and must be fully contained within the Approved Publication so that it does not extend beyond the edges of the Approved Publication.
The Approved Publication may not be wrapped in plastic, commonly known as “polybags.”
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ADDITIONAL GUIDELINES FOR BUYERS
Buyer Accreditation
Each Participant attending the AFM as a Buyer must be pre-qualified as an Accredited Buyer and must be:
- An employee of a company which has contracted with one (1) or more IFTA Members for such company to actually distribute in at least one (1) audio-visual medium a total of at least three (3) motion pictures during the three (3) years immediately before the AFM; or
- An employee of a company which has contracted with one (1) or more IFTA Members for such company to actually sub-distribute (i.e. re-license) in at least one (1) audio-visual medium a total of at least three (3) motion pictures during the three (3) years immediately before the AFM.
Buyer Accreditation will not take place during the AFM. To apply for accreditation, the Accreditation Form, available at www.americanfilmmarket.com, must be submitted not later than one (1) month prior to the first day of the AFM.
If a company attends the AFM using an Executive Full Market Attendee Badge and submits the Accreditation Form by January 31st of the following year and qualifies as a Buyer under the AFM Market Rules, the company may request a refund for the difference between the amount paid for the Executive Full Market Attendee Badge and the cost of the Buyer Badge. Buyer Badges are available only to current employees of accredited AFM buying companies.
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ADDITIONAL GUIDELINES FOR EXHIBITORS
Office Allocation
For a company to participate in the first round of office assignments, the Office Request & Exhibition Agreement, along with a US2,000 non-refundable deposit, must be received by Friday, June 15th. Any Exhibitor from the prior AFM that does not submit the Office Request & Exhibition Agreement by this date will automatically lose office allocation priority. Requests for office space received after Friday, June 15th will be addressed in order of receipt and as space permits.
IFTA may allocate offices and/or modify or change an Exhibitor’s office location and/or configuration relative to the needs of the AFM as solely determined by IFTA.
Office assignments will be confirmed via email by Thursday, June 28th. It is the Exhibitor’s responsibility to contact IFTA if office confirmation is not received by Friday, June 29th. Any Exhibitor that rejects an office assignment must respond in writing by Friday, July 6th. If a written response is not received, IFTA will consider the office assignment accepted.
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Eligibility to Screen Films in AFM Theatres
To screen films in AFM theatres, the Office Request & Exhibition Agreement must be received by Friday, July 27th. Exhibitors that do not request offices by this date will not be permitted to screen films. Exhibitors that share an office or participate under a National Umbrella Program must submit their Exhibition Agreement by Friday, July 27th to be eligible. Exhibitors without an office are not eligible to screen films.
IFTA is not responsible for the performance or failure to perform, act or omission with respect to any screening, including but not limited to errors, oversights or negligence, of IFTA/AFM staff, theatre staff and/or vendors, power or equipment failure, picture or sound quality, lost or damaged print/tape, errors uploading a digital file, reels projected out of order, unsupported format, delayed start, noise from any source during the screening or for any other failure, act or omission whatsoever. Subject to the above, in no event shall IFTA be liable for any amount in excess of the amount paid by Exhibitor to screen the film at AFM.
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Exhibitor Services
Included with each Exhibitor registration are four (4) Exhibitor Photo Badges (additional Badges for IFTA Members), signage, access to the password protected Exhibitor section of the AFM website (includes access to the list of registered AFM buyers) and inclusion in all Exhibitor listings.
Exhibitors with offices can receive additional services such as outside telephone lines, additional badges, parking, video equipment, panels, furniture, etc., which are available for additional fees. All information regarding additional services and fees will be sent to exhibiting companies in August and will be available on the AFM website (www.americanfilmmarket.com).
Exhibitor offices are in Hotel rooms, so some hotel furniture is provided free of charge with most offices. Approximate measurements of the office space will be provided, but Exhibitors are advised to take their own measurements if custom displays are to be used.
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Exhibitor Without Office
A company may register as an Exhibitor without office. Included with the registration are four (4) Exhibitor Photo Badges. Additional Exhibitor Badges cannot be purchased. Exhibitors without an office are not eligible to screen at AFM.
Exhibitors with or without an office may not use the Buyers Lounge or Filmmakers Lounge to set up displays, distribute materials, reserve tables and/or chairs, or refer to either Lounge as its office location in marketing materials or advertising, print or electronic. The purpose of the Lounges is for Participants to utilize the services offered in each Lounge and to have periodic meetings, and they shall not be used as exhibit or permanent meeting spaces. Use of the Lounges for permitted purposes shall not exceed a daily limit of three (3) hours per Participant.
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Office Sharing
Two (2) Exhibitors may share a standard office (codes A-F) or meeting room (codes W, X, DR or YR). Office sharing is limited to two (2) Exhibitors per office. The Primary Exhibitor (the Exhibitor assigned the office space) is responsible for the full office payment and proof of insurance coverage. The Exhibitor sharing the office shall submit an Exhibition Agreement and pay its own Exhibition Fee (US$3,500 for non-IFTA Members; US$2,000 for IFTA Members) to the AFM. Once the Primary Exhibitor approves the Agreement to Share in writing to the AFM and the Exhibitor sharing the office has submitted an Exhibition Agreement and Exhibition Fee, the Primary Exhibitor cannot cancel the Agreement to Share. If an office is shared without prior approval, IFTA may, at its sole discretion, close the office and revoke all badges allocated to all companies in the office. In such case, each Exhibitor will forfeit all prior payments relating to its exhibition at the AFM.
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Subsidiaries
An Exhibitor may list one brand, label or wholly owned company (“Subsidiary”) at no charge, provided the Exhibitor owns 100% of the Subsidiary. The Subsidiary will have no other additional benefits (i.e., no free badges). The Subsidiary may be listed with the Exhibitor or separately. If the Exhibitor does not own 100% of the Subsidiary, then the Office Sharing guidelines above will apply.
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Distribution of Promotional Material
Promotional materials may not be handed out or left in the Hotel hallways, elevator lobbies, bathrooms, or anywhere on Hotel property. All such materials will be immediately confiscated and/or removed by AFM Security.
Promotional materials may not be left unattended at the AFM screening facilities. Promotional materials may be distributed inside the screening facility during an Exhibitor’s screening only. An Exhibitor may not distribute from its office(s) any publication from any company not participating as an AFM Exhibitor, Sponsor or Affiliate.
All materials distributed in violation of the AFM Market Rules will be confiscated and/or removed by AFM Security and the costs of such removal will be charged to the Exhibitor.
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Use of Exhibit Space
Overnight sleeping in AFM offices is prohibited.
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Product
No pornographic or "hard core" films may be screened at AFM theatres, shown in offices or otherwise promoted at the AFM. However, such films may be screened or shown in AFM offices if they have been edited for U.S. pay cable standards (i.e. if they would meet (or have met) the standards for HBO or Showtime's programming). An Exhibitor that screens in violation of this AFM Market Rule may have its badges revoked and may be prohibited from attending future AFM(s).
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Exhibitor Badge Eligibility and Restrictions
Exhibitors may provide badges to business colleagues, including employees, consultants, producers, etc. Exhibitors that are Accredited AFM Buyers may request a Buyer Badge for any full-time employee. However, Exhibitors may not provide badges to Buyers from other companies. In such instances, the Exhibitor’s badges may be revoked and the Exhibitor may be prohibited from attending future AFM(s). Exhibitors with a National Umbrella Program may provide badges to full-time employees only.
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Exhibitor Insurance/Exhibitor's Liability
Exhibitor acknowledges that IFTA does not maintain insurance for the benefit of, or coverage for, the Exhibitor, including but not limited to, damage, destruction, or loss of Exhibitor's property. Accordingly, Exhibitor is required to provide to IFTA proof of insurance coverage in the form of a Certificate of Insurance, naming IFTA as an additional insured from Monday, October 29th through Wednesday, November 7thand with a minimum US$1,000,000 per occurrence/US$1,000,000 aggregate combined single limit, bodily injury and property damage. If two Exhibitors share an office, the Primary Exhibitor (the one assigned the office) is responsible for providing proof of insurance. Exhibitor may choose to purchase an insurance package through the AFM's designated insurance broker. Additional insurance including, but not limited to, theft, fire, and liability, if so desired, may be obtained at the Exhibitor's own expense. Neither the Hotel nor IFTA will be responsible for the safety of the Exhibitor against robbery, assault, battery, fire, water, accident or any other cause. Should loss by theft occur, cooperation of the Exhibitor is requested by reporting it immediately to the police and AFM Security.
Exhibitor further agrees to make no claim against IFTA and agrees that IFTA shall not be liable for any reason whatsoever for any injury (including death), loss or damage that may occur to any person nor any loss, theft, damage, or destruction of personal property or goods of the Exhibitor or its employees, agents or representatives; nor for any damage of any nature, including damage to the Exhibitor's business for failure to provide an office or any other reason whatsoever; nor for failure to hold the AFM or portions thereof, as scheduled; nor for any action or omission of IFTA. Exhibitor is solely responsible for its own exhibition material and products and should insure material and products from loss or damage from any cause whatsoever. Exhibitor expressly holds harmless and releases IFTA for any and all claims from such loss, damage or injury. In any event, the liability arising out of any kind of legal claim in connection with the event shall not exceed the fees paid by the Exhibitor.
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Exhibitor Payment, Cancellations and Refunds
All costs are in U.S. Dollars. A US$2,000 non-refundable deposit must be submitted with the Office Request & Exhibition Agreement. If full valid office payment is not received by Friday, July 27th, the office allocation(s) may be cancelled and reassigned.
Cancellations on or before Friday, August 10th are fully refundable less the US$2,000 non-refundable deposit. Cancellations after Friday, August 10th are subject to a cancellation fee of 50% of total amount paid. There are no refunds for cancellations after Friday, August 31st.
IFTA/AFM will not refund or reallocate any fees paid, resell the office or otherwise compensate Exhibitor for any non-refundable fees if Exhibitor is in material breach of the Office Request & Exhibition Agreement by nonpayment or otherwise. In addition, Exhibitor may be required to pay the full office payment per the agreement.
All payments must be in U.S. Dollars and made by check (drawn on a U.S. bank), U.S. Travelers Check, credit card (American Express, MasterCard or VISA) or bank wire transfer.
A returned check or credit card authorization refusal may, at IFTA’s sole discretion, result in a loss of office priority allocation, or the ability to exhibit at the AFM. In such instances, IFTA may require payments by Cashier's Check. A US$100 service charge will be assessed for each returned check.
If any fees or deposits are paid by a third party, or charged to a third party account, it is understood and agreed that the Exhibitor is ultimately responsible for payment of any charges and that IFTA has the right to confirm the identification of any third party payer and its relationship to the Exhibitor. By making such payment, the third party, and where applicable, its employees and other representatives, agrees to fully comply with the AFM Market Rules. The Exhibitor shall indemnify IFTA for any losses suffered in connection with the third party's payment, failure to pay or any actions IFTA undertakes in order to recover payment. IFTA may institute collection procedures against the Exhibitor and/or the third party if the third party does not pay. IFTA may also prohibit any Participant from future AFM(s) for failure to pay an invoice.
All orders must be submitted on the appropriate form and accompanied by payment in full. Orders received without payment will not be processed. Changes and cancellations must also be submitted in writing by the appropriate deadlines.
All fees must be paid in full prior to the AFM. Exhibitors with outstanding balances will not be allowed office access. Any monies due to Exhibitor from the AFM will be refunded by Friday, January 4, 2013. Credit due from any cancelled or unfulfilled orders will not be applied to other orders or fees.
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Barred Companies
Under no circumstances may an Exhibitor badge any Person or Related Entity who (a) has been barred from the AFM or (b) is employed by or (c) is a consultant to a company that has been barred from attendance at this year's AFM. Any individual who was badged at the last AFM by a currently barred company will be presumed to still be in the employ of such barred company. An Exhibitor may badge such an individual only on presentation of bona fide documentary evidence that such individual is no longer employed by the barred company. In accordance with these AFM Guidelines, a list of all barred Non-Prevailing Parties, Related Entities and Persons will be available at www.americanfilmmarket.com at least twenty-one (21) calendar days prior to the AFM and will be updated, if necessary, as changes occur.
Any Exhibitor that badges a Person, Non-Prevailing Party or Related Entity in violation of the AFM Market Rules may be assessed a US$2,000 fine per infringement. In addition, the Exhibitor's badges may be revoked, and the Exhibitor may be prohibited from attending future AFM(s).
Exhibitor acknowledges that if it is barred from the AFM pursuant to the AFM Guidelines and it has not provided the required evidence to remove the barring, Exhibitor will not receive the keys to its office or otherwise be able to access its office and all previously paid office and Exhibitor Fees will be forfeited. If the barring is removed at any time prior to or during the AFM, Exhibitor shall receive all Exhibitor services which are reasonably practicable for IFTA to provide at that time while incurring no additional cost. All Exhibitor services that have expired on or before the barring is removed shall be deemed forfeited and no refunds for such services will be issued. The complete Barring Rules are posted below.
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BARRING RULES
BARRING FROM ATTENDANCE AT AFM FOR FAILURE TO SATISFY AN IFTA ARBITRATION AWARD
This Section of the AFM Guidelines outlines IFTA’s rules regarding Independent Film & Television Alliance Arbitration ("IFTA Arbitration") as it relates to participation at the annual AFM. Any reference to IFTA Arbitration or the Independent Film & Television Alliance Rules for International Arbitration (“IFTA Arbitration Rules”) in these AFM Guidelines shall include those arbitrations conducted under the IFTA Arbitration Rules and/or American Film Marketing Association Rules and/or AFMA Rules, where the matter in controversy relates to an agreement relating to the distribution and/or financing of one or more motion pictures or television programs in a territory other than the home territory of the licensor. IFTA encourages the use of arbitration to resolve disputes between parties in the entertainment industry through the IFTA created and operated Arbitration Tribunal. Neither IFTA nor the AFM is responsible for the outcome or decision of any such arbitration.
A company may, but is not required to, utilize the IFTA Arbitration Rules by incorporating a dispute resolution provision designating the IFTA Arbitration Rules into its license agreements. The IFTA Arbitration Rules are posted on the IFTA website at www.ifta-online.org.
IFTA's Board of Directors has established the AFM as a forum to facilitate the international licensing of films and television programs and to provide a benefit to IFTA's Members, as well as non-IFTA Members.To ensure the integrity of the AFM, IFTA has developed the following procedures for barring attendance at the AFM.
Under this Section, a Non-Prevailing Party failing to satisfy a confirmed IFTA Arbitration award, or any Related Entity thereto, may be barred from attending up to two (2) AFMs. Any Participant who conducts business on behalf of a barred company or individual may also be barred from attending up to two (2) AFMs.
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1. Definitions:
1.1 "Affiliate" means an entity owned or controlled by another company or which entity is owned or controlled by an Affiliate of another company. For purposes of this definition, "owned by" means ownership of shares of stock or other evidence of ownership in an amount exceeding 50%. "Controlled by" means that one company has the authority to determine the business decisions of another entity.
1.2 "IFTA Arbitration" means an arbitration conducted pursuant to the IFTA Rules for International Arbitration, the AFMA Rules for International Arbitration and/or the American Film Marketing Association Rules for International Arbitration and administered by the IFTA Arbitration Tribunal or its predecessors, AFMA Arbitration Tribunal and American Film Marketing Association Arbitration Tribunal, where the matter in controversy relates to an agreement relating to the distribution and/or financing of one or more motion picture or television programs in a territory other than the home territory of the licensor, provided that each party or its Affiliate was a party to the agreement in dispute or agreed in writing to be bound by the arbitration provisions in the agreement in dispute as they relate to these AFM Guidelines; or if it was not a party to the agreement in dispute or so agreed to be bound, then it was assigned such agreement or the right to bring or defend the arbitration, or found to be legally bound by such agreement by a court of competent jurisdiction, and also in such event: (i) was at the time such agreement was entered into a real party in interest or a beneficiary thereto; or (ii) the owner, distributor, sales agent, licensor or licensee of, or held other rights in, or was an Affiliate of, a party holding such other rights in the motion picture, television program, or other property which is the subject of such agreement; or (iii) was the producer, financier, or distributor or an Affiliate of the producer, financier, or distributor of the motion picture, television program or other property which is the subject of such agreement.
1.3 "Buyer" means a Person who registered and attended as a designated "Buyer" at an AFM that occurred no more than three (3) years prior to the commencement of the applicable IFTA Arbitration.
1.4 "Confirmed Award" means an IFTA Arbitration award issued by an IFTA Arbitrator that has been reduced to a final judgment, such that no further appeal is available to any Non-Prevailing Party or Prevailing Party by a court of competent jurisdiction, or otherwise finally adjudicated as a civil judgment in any country that recognizes foreign judgments or arbitral awards.
1.5 "Due Notice" means a written statement demanding that the Non-Prevailing Party satisfy the Confirmed Award which is sent by certified or registered mail, courier, telex, facsimile or email to the address, facsimile number or email address shown for the Non-Prevailing Party in the parties' agreement or to any address which the Prevailing Party has been informed by the Non-Prevailing Party or Related Entity or which is known to be the last known place of business, habitual residence, mailing address, facsimile number or email address of the Non-Prevailing Party or Related Entity. Proof of transmission of the Due Notice to the Non-Prevailing Party or Related Entity and receipt of such transmission shall accompany the Due Notice. The Due Notice must be sent within ninety (90) days from the date of the Prevailing Party’s written application to IFTA seeking to bar the Non-Prevailing Party or Related Entity and shall state that the Prevailing Party will seek to bar the Non-Prevailing Party and/or Related Entity from the AFM pursuant to these Guidelines. If the sender has reasonable grounds to believe that such Due Notice will not reach the recipient Non-Prevailing Party or Related Entity, then Due Notice also shall require publication of the Notice for three (3) consecutive days in a newspaper of general circulation in the community where the recipient lives or maintains its offices, and in an international trade paper of general circulation in the country where the recipient is domiciled. The written statement must be in the native language of the recipient or the language in which negotiations regarding the subject matter of the IFTA Arbitration were conducted.
1.6 "Exhibitor" means a Person who registered and attended as a designated "Exhibitor" at an AFM that occurred no more than three (3) years prior to the commencement of the applicable IFTA Arbitration.
1.7 “IFTA Arbitrator” means a Person who has served as an arbitrator in an IFTA Arbitration.
1.8 "Non-Prevailing Party" means any Person who was a party to an IFTA Arbitration against whom an IFTA Arbitrator rendered an IFTA Arbitration award or any Person who was the assignee or successor to the rights of such Person under an agreement described in Paragraph 1.2 above or any Person against whom a court has rendered a Confirmed Award based upon an underlying IFTA Arbitration award.
1.9 "Notice of Barring" means a written statement from IFTA notifying a Person that it is barred from attending the next AFM. The Notice of Barring shall be sent by certified or registered mail, courier, telex, facsimile or email to the address, facsimile number or email address shown for the Person in the parties' agreement or to any address, facsimile number or email address which the Prevailing Party or IFTA Arbitrator has been informed by the Person or which is known to be the last known place of business, habitual residence, mailing address, facsimile number or email address of the Person.
1.10 “Participant” means any Exhibitor, Buyer, Industry Attendee, Sponsor, Affiliate, Press or any other party who may participate at the AFM or who may otherwise utilize the facilities or services of the AFM or IFTA, including Approved Publication distributors.
1.11 "Person" means any natural person or legal entity.
1.12 "Prevailing Party" means any Person who was a party to an IFTA Arbitration, in whose favor an IFTA Arbitrator rendered an IFTA Arbitration award or any Person who was the assignee or successor to the rights of such Person under an agreement described in Paragraph 1.2 above.
1.13 “Related Entity” means any legal entity which is determined to be substantially related to a Non-Prevailing Party that has been barred pursuant to these Guidelines and which seeks to continue the business of the barred Non-Prevailing Party.
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2. Prevailing Party’s Demand to Bar a Non-Prevailing Party:
If any Prevailing Party has obtained a Confirmed Award in an IFTA Arbitration and the Non-Prevailing Party has not fully satisfied such Confirmed Award, then the Prevailing Party may apply to IFTA to bar the Non-Prevailing Party from attending the AFM in accordance with the following:
2.1 The Prevailing Party must submit to IFTA a written demand containing all information required by the applicable provision(s) of these Guidelines (the “Demand”) requesting that the Non-Prevailing Party be barred from the AFM in accordance with the AFM Guidelines for failure to satisfy a Confirmed Award; and
2.2 A Demand may be submitted any time after a Confirmed Award has been rendered provided that no further appeal is available to any Non-Prevailing Party or Prevailing Party by a court of competent jurisdiction. IFTA will not bar the Non-Prevailing Party from the AFM unless a Demand that meets all of the requirements of Paragraph 2.3 below is received by IFTA at least seventy-five (75) calendar days prior to the start of such AFM. All Demands timely received will be processed in accordance with the AFM Guidelines in effect for the next AFM once published. Demands received earlier than one hundred twenty (120) days from the start of the next AFM shall be processed in the normal course of business, in IFTA’s sole discretion; and
2.3 A Demand must contain: (i) a statement, to the best of the Prevailing Party's knowledge describing the identity of the Non-Prevailing Party and the Non-Prevailing Party's current address, telephone, facsimile and other contact information; (ii) a copy of the final award rendered against the Non-Prevailing Party in the IFTA Arbitration; (iii) a copy of the judicial order making the IFTA Arbitration award a Confirmed Award; (iv) a copy of the Prevailing Party's Due Notice to the Non-Prevailing Party demanding satisfaction of the Confirmed Award, including proof of transmission and receipt of such Due Notice; (v) a statement of the exact amount of and/or conditions of the Confirmed Award as of the date of the Demand; (vi) a statement from an authorized executive or officer of the Prevailing Party or its legal counsel that all of the documents and information submitted to IFTA are true and correct to the best of his or her knowledge (vii) a statement from an authorized executive or officer of the Prevailing Party or its legal counsel that, to the best of his or her knowledge, the judgment is final pursuant to Paragraph 1.4, above and (viii) if the Non-Prevailing Party is located outside of the United States, an international courier account number.
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3. Notice of the Demand from IFTA
In accordance with Paragraph 2 above, IFTA or persons authorized by IFTA will evaluate the Demand for compliance with the AFM Guidelines. Subject to the deadline set forth in Paragraph 2.2 above, any defect in the Demand will cause it to be returned to the Prevailing Party for resubmission in the proper form. Upon determination that a Demand satisfies the applicable AFM Guidelines within the deadline, IFTA will provide the Non-Prevailing Party and, if applicable, any entity which the Prevailing Party claims is a Related Entity, notice of the Demand. Failure to fully satisfy the Confirmed Award may result in the Non-Prevailing Party and, if applicable, any Related Entity being barred from the AFM.
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4. Barring From American Film Market:
If, within ten (10) calendar days of transmission of IFTA's notice of the Demand to the Non-Prevailing Party, IFTA has not received written evidence from the Non-Prevailing Party that it has satisfied the Confirmed Award, then IFTA will send a Notice of Barring to the Non-Prevailing Party stating that the Non-Prevailing Party may not attend the next AFM in any capacity whatsoever. Notwithstanding the Notice of Barring, upon submission at any time to IFTA of irrefutable evidence, in a form satisfactory to IFTA, that such Confirmed Award has been satisfied, IFTA will lift the barring. However, with respect to an Exhibitor, if such evidence is not submitted to IFTA, Exhibitor will not receive the keys to its office or otherwise be able to access its office and all previously paid office and Exhibitor Fees will be forfeited. If the barring is removed at any time prior to or during the AFM, Exhibitor shall receive all Exhibitor services which are reasonably practicable for IFTA to provide at that time while incurring no additional cost. All Exhibitor services that have expired on or before the barring is removed shall be deemed forfeited and no refunds for such services will be issued.
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5. Renewal of Demand:
A Prevailing Party may file a second Demand to Bar a Non-Prevailing Party and/or Related Entity from attending a second AFM upon the satisfaction of the applicable conditions set forth in this Section of the Barring Rules. However, in no case may a Non-Prevailing Party or Related Entity be barred from attending more than two (2) AFMs for failure to satisfy the same Confirmed Award, nor may a Related Entity be barred if the Non-Prevailing Party is no longer barred.
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6. Withdrawal of Demand:
A Prevailing Party may, at any time, withdraw its Demand in writing, even after Notice of Barring has been sent to a Non-Prevailing Party and/or Related Entity and IFTA will lift the barring accordingly. If the withdrawal is made in sufficient time to allow the Non-Prevailing Party and/or Related Entity a reasonable opportunity to attend the AFM, then IFTA will send the Non-Prevailing Party and/or Related Entity a notice that the Demand was withdrawn and the Demand will be treated as null and void. Notwithstanding such withdrawal, if the Non-Prevailing Party and/or Related Entity is an Exhibitor, the provisions of Paragraph 4 above will apply.
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7. Indemnification of IFTA:
As a condition of IFTA sending a notice of a Demand to Bar a Non-Prevailing Party and/or Related Entity, the Prevailing Party agrees to indemnify and hold harmless IFTA and its officers, executives, representatives, employees, volunteers or any other party directly involved in IFTA's implementation of the procedures set forth in the Market Barring Rules from any claims, costs, liabilities, damages, judgments or expenses (including attorneys' fees) which arise in connection with such notice and barring of the Non-Prevailing Party and/or Related Entity, including the publication of barring information. The Prevailing Party's Demand shall constitute the Prevailing Party's agreement to indemnify and hold harmless IFTA.
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8. Publication:
IFTA may in its sole discretion publicize information regarding a barring and/or any decision by IFTA in connection with a Demand or IFTA Arbitration generally.
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BARRING FROM ATTENDANCE AT AFM FOR FAILURE TO PAY IFTA OR IFTA ARBITRATOR FEES
If a Person agrees to use the IFTA Rules for International Arbitration, then the Person must satisfy all of its outstanding financial obligations to IFTA and the IFTA Arbitrator(s) involved upon conclusion of an IFTA Arbitration (e.g. settlement, dismissal, issuance of an award or otherwise closed so that neither IFTA nor any IFTA Arbitrator has jurisdiction over the IFTA Arbitration), provided that any final, non-appealable award issued has not been set aside or vacated by a court of competent jurisdiction.
All such obligations to IFTA and the IFTA Arbitrator(s) must be fully satisfied before a Person, whether Prevailing Party or Non-Prevailing Party, may participate in an AFM. In the case of unpaid obligations to IFTA, whether related to IFTA Arbitration or otherwise, IFTA may bar any Person from such AFM in its sole discretion. Failure to fully satisfy such obligations may result in a Person being barred from the AFM for up to two (2) AFMs.
If an IFTA Arbitrator has not been paid his or her fees by either party upon conclusion of an IFTA Arbitration, then the IFTA Arbitrator may apply to IFTA to bar such Person from attending the AFM in accordance with the AFM Guidelines. An IFTA Arbitrator’s “Request” to bar a Person must contain: (i) a statement, to the best of the IFTA Arbitrator’s knowledge, describing the identity of the Person owing the fees and the Person’s current address, telephone, facsimile and other contact information; (ii) a statement that the IFTA Arbitration has concluded; (iii) a statement that to the best of the IFTA Arbitrator’s knowledge the award, if one was issued, has not been vacated; (iv) a copy of the itemized invoice of fees and the amount owed by the Person; (v) a statement that to the best of the IFTA Arbitrator’s knowledge, the award, if one was issued, is final and not subject to any appeal or motion to vacate; and (vi) a copy of the IFTA Arbitrator’s correspondence to the Person demanding payment of the outstanding fees, and proof of transmission and receipt of such correspondence, which must be sent within thirty (30) days from the date of the Request to bar. IFTA will not bar any Person from the AFM pursuant to this Section of the Barring Rules if such Person was a party to an IFTA Arbitration that was found to be in default for failure to pay an IFTA Arbitrator’s fees. IFTA will not bar any Person from the AFM unless a Request that meets all of the foregoing requirements of this Section is received by IFTA at least seventy-five (75) calendar days prior to the start of such AFM. All Requests timely received will be processed in accordance with the AFM Guidelines in effect for the next AFM.
Upon determination that a Request satisfies the AFM Guidelines, IFTA will send a notice of the Request to the Person. If, within ten (10) calendar days of transmission of IFTA's notice of the Request, IFTA has not received written evidence from the Person that it has satisfied the outstanding IFTA Arbitrator's fees, then IFTA will send a Notice of Barring to the Person stating that the Person may not attend the next AFM in any capacity whatsoever.
Notwithstanding any Notice of Barring, upon submission at any time to IFTA of irrefutable evidence, in a form satisfactory to IFTA, that the outstanding financial obligations have been paid to IFTA or the IFTA Arbitrator, IFTA will lift the barring. However, with respect to an Exhibitor, if such evidence is not submitted to IFTA, Exhibitor will not receive the keys to its office or otherwise be able to access its office and all previously paid office and Exhibitor Fees will be forfeited. If the barring is removed at any time prior to or during the AFM, Exhibitor shall receive all Exhibitor services which are reasonably practicable for IFTA to provide at that time while incurring no additional cost. All Exhibitor services that have expired on or before the barring is removed shall be deemed forfeited and no refunds for such services will be issued.
For questions regarding barring, please contact Kim Tommaselli at ktommaselli@ifta-online.org.
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