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Capitalized terms used in this Agreement without definition shall have the same meaning given to such terms in the Official Rules, which are hereby incorporated into this Agreement by this reference, unless otherwise noted. In this Agreement, the terms "we," "our" "us" or "Project Greenlight" are used to collectively refer to Promoter. The term "you" or "your" means YOU - a person (either as a sole Contestant or as part of a Team) who is seeking to participate in the Contest as either (i) a Reviewer or (ii) a Screenplay Contestant or a Director Contestant by completing the Project Greenlight registration process and agreeing to be bound by this Agreement. In this Agreement, the term "Contestant" shall mean and be used to refer to either a Screenplay Contestant or a Director Contestant, as applicable.
I. CONTEST PARTICIPATION
1. Reviewer Participation Request. You hereby agree and notify us that you wish to participate in the Contest as a Reviewer in accordance with the Official Rules. By becoming a Reviewer, you will be required to (and you hereby agree to) complete at least one (1) written review of a Screenplay Submission or Scene Submission (for ease of reference, "Submission" shall hereinafter be used to interchangeably refer to a Screenplay Submission and/or a Scene Submission) which will be randomly assigned to you by Project Greenlight (each a "Review"). If you do not submit a Review in accordance with the Official Rules, you will not be able to review additional Submissions. You hereby represent, warrant, and agree that any Review submitted by you will be in compliance with the Representations and Warranties set forth in the Official Rules, and in addition thereto, that you will not in any way alter, amend, modify, copy, distribute, or use (other than for purposes of providing your Review) any Submission that you access through the Site.
2. Contestant Participation Request. By making a Submission, you hereby agree and notify us that you wish to compete in the Contest as a Contestant, and are submitting your or your Team's Submission as an entry in the Contest in accordance with the Official Rules. You consent to the storage, display, downloading, copying, reviewing, and coverage of your or your Team's Submission by Project Greenlight, other Contestants, Reviewers, and (in the final rounds) a special Project Greenlight Panel, according to the process set out in the Official Rules. In addition, you will perform all necessary additional steps that may be required for your further participation in the Contest should you be selected to participate in later rounds (such as completing a Filmmaker Video or Top 10 Scene as set forth in the Official Rules). Notwithstanding the previous sentence, you may withdraw from the Contest at any time by following the withdrawal procedures set forth in the Official Rules.
3. Contestant - Required Reviews and Assignments. You hereby agree that, as a condition of participating in or remaining as a participant in the Contest, you (alone or together with your Team, as applicable) will complete written reviews of Submissions made by other Contestants (each a "Review") and complete other assignments (e.g., The Filmmaker Video if you advance to that stage in the Directors Contest) as required in the Official Rules. You hereby represent, warrant, and agree that any Submission, Review and assignment submitted by you or your Team will be in compliance with the Representations and Warranties set forth in the Official Rules, and in addition thereto, that you will not in any way alter, amend, modify, copy, distribute, or use (other than for purposes of providing your Review) any other Contestant's Submission that you access through the Site.
4. Submission Warranties. You hereby represent, warrant, and agree that your or your Team's Submission complies with all of the Submission Requirements as set forth in the Official Rules, including, without limitation, that any Screenplay Submission is your own (and/or your Team's) original, previously unpublished, and previously unproduced work; that it is not based on any other work or anything written or conceived by anyone else; that you and/or your Team own all copyright and other intellectual property rights in and to the Screenplay Submission; that the Screenplay Submission does not infringe on the rights of any third parties; and that the Screenplay Submission does not and will not violate any applicable laws and is not defamatory, libelous, pornographic, or obscene. You hereby represent, warrant, and agree that the Scene Submission submitted by you or your Team complies with all of the Submission Requirements as set forth in the Official Rules, including, without limitation, that any Screenplay Submission is your own (and/or your Team's) original work and that the Submission does not and will not violate any applicable laws and is not defamatory, libelous, pornographic, or obscene.
5. Submission/Review Ownership; License to Project Greenlight. At all times during the Contest Period, as between you and Project Greenlight, you will retain ownership of whatever interest in the Submission's copyright you owned prior to becoming a Contestant; provided that you hereby grant to Project Greenlight the sole and exclusive option to acquire all right, title and interest in and to the Submission throughout the universe and in perpetuity (the Acquisition Option"). The Acquisition Option shall be exercised, if at all, within ninety (90) days after the expiration of the Contest Period (the "Exclusivity Period") upon payment in an amount equal to the Director Grand Prize for any Scene Submission or an amount equal to the Screenplay Grand Prize for any Screenplay Submission, and separate from and independent of the Acquisition Option, you further grant us a worldwide, exclusive, royalty-free license to use the Submission during the Exclusivity Period in accordance with the terms of this Agreement and any other written agreements you sign in connection with the Contest (collectively, the "Other Agreements"). You also grant Project Greenlight a worldwide, exclusive, royalty-free license to use any other material and information submitted by you in the course of registration or otherwise (collectively the "Material") in accordance with the terms of this Agreement and the Other Agreements. Without limiting the foregoing, you hereby grant Project Greenlight the right throughout the Exclusivity Period, and in perpetuity with respect to the Reviews, to do any of the following with respect to your Submission and/or Review(s), in any and all media now known or hereafter devised, all without any payment to you or to any other person or entity:
- encode, digitize and store your Submission, your Reviews, and/or your Material;
- reproduce, distribute, publish, publicly perform, and/or display, digitally perform and/or distribute, transmit, and lioadcast your Submission, your Reviews, and/or your Material;
- add to, subtract from, change, revise, rearrange or otherwise edit your Submission, Reviews, and/or Material for purposes of conforming it to the technical requirements of the Site and/or for legal reasons;
- rank, review, evaluate, and judge your Submission, your Reviews, and/or Material;
- allow Reviewers to create Reviews of your Submission and to publish any such Reviews
- secure any permission or clearances necessary to publicly display the Submission;
- use the Submission, your Reviews, and/or Material, or parts of any of the foregoing, in perpetuity and without regard to the Exclusivity Period, for the purpose of publicizing, advertising or otherwise promoting the Contest, the Site, Project Greenlight, the Film and/or the Project Greenlight Series; and
- if you are selected as the Winning Screenplay Contestant or the Winning Director, create derivative works of the Submission, your Reviews, and/or Material (including, without limitation a feature film and/or television series based on the Submission) pursuant to and in accordance with a separate Grand Prize Winner Agreement.
- You also grant Project Greenlight the right to use your name, likeness, biographical material, User Name, and/or any other indicia of your persona for purposes of publicizing, advertising or otherwise promoting the Contest, the Site, Project Greenlight, the Film and/or the Project Greenlight Series without any payment to you or to any other person or entity.
6. Waiver. You hereby agree that your Submission and Review(s) are not subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any Submissions or Review(s). You hereby waive any and all rights that you may have under any laws or statutes worldwide that concern "moral rights" or "droit moral" in connection with your or your Team's Submission or Review(s). You hereby release, waive any claims with regard to, and hold the Promoter harmless from and against any and all claims of any kind that are or could be asserted with respect to any use, license, sublicense, assignment, reproduction, distribution, creation of derivative works based on, public performances, public display, digital performances, sales, offers, and other uses of any kind of such Submission. Further, you hereby recognize that Project Greenlight (and its constituent members) engage in extensive activities in creating, acquiring, and developing literary, artistic, musical, design, and other materials (including, without limitation, stories, ideas, themes, plots, titles, screenplays, formats, treatments, and other materials) (together, the "Business Acquisitions"). You recognize that other persons, including our own employees, may have submitted to us, or may hereafter originate, submit or make public material and/or ideas that may be competitive with, similar or identical to your Submission in theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of our use of any such similar or identical material that has or may come to us from other sources. By sending us your Submission, and in order to participate in the Contest and use the Site, you hereby agree that (a) your Submission is entered voluntarily and is not in confidence; (b) apart from this Agreement and the Official Rules, and any Other Agreements that may be entered into there is no agreement between us, express or implied, relating to Project Greenlight's use of the Submission; and (c) you will not assert against the Promotion Entities any claim based on plagiarism, infringement, confidential or fiduciary relationship, implied contract, unfair competition, unjust enrichment, or otherwise arising out of any alleged use of the Submission. If, notwithstanding the foregoing release, you attempt to claim that we have used your Submission, or any portion thereof, without consent or authorization, you specifically agree and understand that any such dispute shall be subject to arbitration as set forth in the Official Rules.
7. Further Agreements. If you or your Team advance beyond the initial round of the Contest, or if you are or your Team is selected as the Contest winner, then as a condition of participating further in the Contest, you will be required to execute certain additional agreements that will govern your continued participation in the Contest, including, without limitation, agreements relating to Project Greenlight's additional use of your Submission, Reviews, and Material; if you are selected, you will have the opportunity to review such agreements and either accept or reject them, with the understanding that you must accept the agreements in order to continue your participation in and eligibility for the Contest.
8. Right of Last Refusal. Although we have an exclusive Acquisition Option and a separate and independent license to use your Submission during the Exclusivity Period (which means that, during the Exclusivity Period, we alone have the sole and exclusive right to acquire all rights in and to the Submission, or to otherwise use it as described in this Agreement), Project Greenlight agrees that you can continue to privately show or shop your Submission to other studios, production companies, agents, or anyone else not officially affiliated with Project Greenlight ("Outsiders"). As a condition to the foregoing, if an Outsider expresses interest in purchasing or obtaining any rights in your Submission (or in any work derived from or related to your Submission) during the Exclusivity Period, you hereby grant us a "Right of Last Refusal" (as defined below) with regard to your Submission and the offer. As used herein, the term "Right of Last Refusal" means that if you receive an offer regarding the purchase, acquisition, option, sale, or other disposition of your Submission ("Outside Offer") from an Outsider during the Exclusivity Period, you must notify us, by sending an email to lastrefusal@projectgreenlight.com. Your email should identify you and/or your Team ONLY BY YOUR USER NAME OR TEAM NAME, the title of your Submission, who the Outsider is, the terms of the Outside Offer, and on what date the Outside Offer was made. If you are part of a Team, this notifying email should be sent to us by your Team Captain. We will then have thirty (30) days from the date on which you sent us your notifying email to decide whether Project Greenlight (or any of the Promotion Entities) would like to exercise the Acquisition Option and thereby acquire your Submission, which we shall have the right to do by matching or beating the economic terms of the Outside Offer. We may extend such thirty (30) day period for a consecutive period of thirty (30) additional days by notifying you by email that we require such an extension. Following your notification to us, this Right of Last Refusal may be exercised by any of the Promotion Entities. If we do not contact you within thirty (30) days of your sending us proper notification of your Outside Offer (whether such contact is to exercise our rights or to extend the initial thirty (30) day period for our review), we thereby waive our Right of Last Refusal, and you may enter into an agreement with anyone you choose, provided that you hereby agree that if you accept any Outside Offer, you must notify us in writing of your acceptance of that Offer, and you acknowledge and agree that accepting such an Outside Offer means that you will be automatically disqualified from and will be no longer eligible to participate in the Contest. You hereby agree that, if we decide to acquire your Submission or other material pursuant to this Right of Last Refusal, you will be required to enter into our standard agreement for the acquisition of literary materials, modified as necessary to match or beat the terms of your Outside Offer. You hereby agree (a) to be bound by the terms of this Right of Last Refusal, (b) that you will notify any Outsider of our Right of Last Refusal immediately upon contacting such Outsider, and (c) that you will send us prompt, accurate, and truthful notification as provided herein of any Outside Offer that you receive during the Exclusivity Period. By the way, we'll check to see if the Outside Offer you report is real, so don't abuse the system - it could get you disqualified.
9. Nature of Our Relationship. You hereby acknowledge and agree that the relationship between you, as a Contestant or Reviewer, on the one hand, and us, on the other hand, is not a confidential, fiduciary, or other special relationship, and that your decision to provide your Submission to us for purposes of the Contest does not place us in a position that is any different from the position held by members of the general public with regard to elements of your Submission or other Material that are not legally protectable. You understand and acknowledge that Project Greenlight (including each of the Promotion Entities) has wide access to ideas, stories, screenplays, and other literary materials, and that new ideas are constantly being submitted to it or being developed by those assisting in the creation, maintenance, and publication of the Site. You also acknowledge that many ideas or stories are similar to each other and different ideas and stories often relate to one or more underlying themes. You further agree that Project Greenlight and its affiliates do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of your copyright in and to the Submission.
II. ADDITIONAL GRANT AND RELEASE
You understand that Promoteris producing a television series tentatively entitled "Project Greenlight" (the "Series") and developing a related Internet contest and promotional websites (the "Site") and other related works in various media and formats (collectively, including, but not limited to the Series and the Site, the "Works").
1. To induce Promoter to consider including the Material (as defined below) in the Works, you hereby unconditionally, irrevocably, and perpetually grant to Promoter, its successors, assigns, licensees, agents, and designees:
(a) The right to videotape, film, portray, interview, and photograph you, and to otherwise record and make use of your identity, likeness, name, voice, biographical material and other identification or indicia of your personality, whether actual or simulated (your "Persona"), in any manner Promoter may choose, in any and all media, now known or hereafter devised, throughout the universe and in perpetuity in connection with the Series and the Works and the exploitation thereof and the advertising, publicity, and marketing therefore (or for any other works Promoter may develop or has developed), and for any other purpose whatsoever, including (but not limited to) the production, creation, distribution, public performance, public display, digital performance, transmission, download, streaming, advertising, and promotion of derivative works therefrom; and
(b) All rights of every nature whatsoever that you may have in the Filmmaker or Screenwriter Video, or other contest submission material, including (but not limited to) any embodiment of those materials or your Persona in or on any tapes, films, portrayals, photographs, recordings, and any other item or material produced hereunder (the "Material") for purposes of display, publication and distribution in all media of the Works.
2. You agree that the Works, the Material, and your participation in them may be modified and altered (intentionally or otherwise) in any manner. You understand that the intent of this Grant and Release is to convey to Promoter any and all rights You may have, on a nonexclusive basis, in and to your Persona, to the maximum extent allowable, so that Promoter may use those interests for commercial and other purposes throughout the world without additional approval from or compensation to me.
3. Independent of any consideration accruing to you hereunder, you hereby release Promoter from, and agree not to sue Promoter for, any claim or cause of action, whether known or unknown, for libel, slander, defamation, unfair competition, infringement of copyright, invasion of rights of privacy, publicity or personality or any other claim or cause of action based on or related to the Material , including any claim based upon or relating to the Works or the exercise of any rights referred to in this Agreement.
4. Promoter is not obligated to make any use of the Material or your Persona (including in the Series or on the Site) or to exercise any of the rights granted to Promoter by this Grant and Release.
5. You will (whether during or after your participation in development of the Works) execute such written instruments and do other such acts as may be necessary in the opinion of Promoter to effect an assignment of, register, enforce or otherwise exercise rights with respect to a copyright, trademark or other intellectual property right relating to the Works or the use of your Persona as set forth above. You hereby irrevocably appoint Promoter and any of its officers as your attorney in fact to undertake in your name any and all such acts contemplated by the preceding sentence.
III MISCELLANEOUS
1. Choice of Law; Arbitration. This Agreement along with the Official Rules for and Other Agreements entered into in connection with the Project Greenlight, shall be governed by the laws of the State of California, without regard to its conflicts of law principles. In the event of any dispute arising out of or in connection with the Contest, this Agreement, your Submission, your Reviews or Material, your use of the Site, or your relationship with Project Greenlight, such dispute shall be submitted to arbitration in the County of Los Angeles, State of California, in accordance with the rules and regulations of the American Arbitration Association then in effect, as described in the Official Rules.
2. Entire Agreement. This Agreement, together with the Official Rules and the Other Agreements (all of which are hereby incorporated into this Agreement by this reference), represents the entire understanding between you and Promoter relating to the subject matter hereof, and supersedes any prior agreements (except for the Official Rules and the Other Agreements) between you and Promoter on this subject matter. If any term or provision of this Agreement conflicts with the Official Rules, the Official Rules shall govern. You hereby agree that you have read, understand, and agree to all of the terms and conditions in this Participation Agreement and that you are by bound by the terms of this Agreement, the Official Rules, and the Other Agreements throughout your participation in the Contest and forever afterward. You hereby agree to sign a written copy of this Agreement upon our request.
3. Certification. You hereby certify that all of the answers and information that you have provided in this registration process are true, accurate, and complete, and that you have read and will comply with the Official Rules, this Agreement, the Terms of Use, and the Privacy Policy in conjunction with your registration, participation in the Contest, and interactions with Project Greenlight. You intend that your acceptance of this Agreement and participation in the Contest shall each constitute your legally binding signature and acceptance of this Agreement and the Other Agreements.
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