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CONTESTANT PARTICIPATION AGREEMENT By registering with or submitting your screenplay to greenlight, you agree to be legally bound by this greenlight Participation Agreement ("Agreement"), along with the Official Rules, the greenlight Terms of Service, and the greenlight Privacy Policy (together, the "Other Agreements"). Please read through each of these agreements, because when you click to register at the end of this registration you are agreeing to abide by the terms of all of them. In fact, it's so important that you read the Official Rules that we insist that you read them before filling out the rest of your registration, if you haven't done so already. You can read each of the agreements by clicking on the links above. By clicking on the button below to proceed with the rest of your registration, you acknowledge that you have read and agree to the Official Rules in their entirety. In this Agreement, the terms "we," "our" "us" or "greenlight" refer to us -- Project Greenlight, which includes all of the Contest Entities (as that term is defined in the Official Rules, which are hereby incorporated by this reference into this Agreement) and each of their respective partners and affiliates. The term "you" or "your" means YOU - a person (either as a Sole Writer or as part of a Team) who is seeking to enter the Contest as a Contestant by completing the greenlight registration process and agreeing to be bound by this Agreement. Capitalized terms in this Agreement have the same meaning given to those same terms in the Official Rules, unless otherwise noted. In this Agreement, the term "Writer" means either a Sole Contestant or a Team Member writer. Participation Request. You hereby agree and notify greenlight that you wish to compete in the Contest as a Contestant. If you are a Writer, you further agree and notify greenlight that you 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 greenlight, the Reviewers, and (in the final rounds) a special greenlight Panel, according to the process set forth 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 further participate (such as completing a biographical video, a short filmed scene from your Submission, and so forth), provided that you may withdraw from the Contest at any time by following the withdrawal procedures set forth in the Official Rules. No purchase is necessary to enter or to win the Contest. Required Reviews. You hereby agree that you (alone or together with your Team, as applicable) will complete at least three (3) Reviews of Submissions entered by other Contestants, which will be randomly assigned to you by greenlight ("Reviews"). You hereby represent, warrant, and agree that any Review submitted by your or your Team will be in compliance with the Reviewer's Warranties, as set forth in the Official Rules, including, without limitation, 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 may access through the Site, and that you will not under any circumstances infringe any Contestant's or other third party's intellectual property or other legal rights in connection with any Submission or in any other manner. Any such infringing use shall be grounds for disqualification, and may subject you to civil or criminal liability under federal and/or state law. Submission Warranties. You hereby represent, warrant, and agree that the Submission submitted by your or your Team complies with all of the Submission Requirements as set forth in the Official Rules, including, without limitation, that the Submission is your own (and/or your Team Writers') 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 Writers own all copyright and other intellectual property rights in and to the Submission; that the Submission does not infringe on the rights of any other individuals or companies; and that the Submission does not and will not violate any applicable laws and is not defamatory, libelous, pornographic, or obscene. Submission Ownership; License to greenlight. At all times during the Contest, as between you and greenlight, you will retain ownership of whatever interest in the Submission's copyright you owned prior to becoming a Contestant ("Copyright Interest"); provided that you hereby grant to greenlight a worldwide, exclusive, license (with the right to sublicense through multiple tiers), during the Contest Period and for ninety (90) days thereafter (the "Exclusivity Period"), in and to your Copyright Interest to use the Submission as described in this Agreement and in the Other Agreements. You also grant to greenlight a worldwide, exclusive, license to use any material and information submitted by you in the course of registration (collectively the "Material") to use as described in this Agreement and in the Other Agreements. The licenses granted above shall include (but are not limited to) a license to greenlight to do any of the following, in all media whether now known or hereafter developed, all without any payment to you:
You also grant to greenlight the right to use your name, likeness, biographical material, and/or any other indicia of your persona for purposes of promoting the Contest and the greenlight services without any payment to you or to any other persons or companies. Waiver. 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. You hereby agree that your Submission is 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. Further, by sending us your Submission, you release, waive any claims with regard to, and hold harmless greenlight (and its business partners, affiliates, sponsors, officers, directors, agents, employees, and any parent companies) from and against any and all claims of any kind that are or could be asserted with respect to any use, license, sublicense (through multiple tiers), assignment, reproduction, distribution (through multiple tiers), creation of derivative works of, public performances, public display, digital performances, sales, offers, and other uses of any kind of such Unsolicited Submissions in any media now known or hereafter developed, for any purpose whatsoever. You hereby recognize that 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 and agree that Business Acquisitions which we may hereafter use may have originated with or may have been acquired from our own employees or other sources and may duplicate, parallel, or resemble your Submission. Therefore, 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, there is no agreement between us, express or implied, relating to greenlight's use of the Submission; and (c) you will not assert against greenlight (or any of its members' respective partners, affiliates, sponsors, officers, directors, agents, employees, and any parent companies) any claim based on plagiarism, infringement, confidential or fiduciary relationship, implied contract, unfair competition, unjust enrichment, or otherwise arising out of any alleged use by greenlight 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. 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, you will be required as a condition of further participation in the Contest to execute certain additional agreements that will govern your continued participation in the Contest, including, without limitation, agreements relating to greenlight's additional use of your Submission, Reviews, and Material; you will have the opportunity to review such agreements and either accept or reject them if you are selected, with the understanding that you must accept the agreements in order to continue your participation in and eligibility for the Contest. Early License Termination. If you withdraw or are disqualified from the Contest, we will use our reasonable efforts to remove your Submission from the greenlight database and Site as soon as commercially feasible after either our receipt of your notice of withdrawal (provided that such notice is in accordance with our directions and/or any requirements set forth in this Agreement and the Other Agreements), or our notification to you of disqualification, as applicable. Upon our removal of your Submission, our license in your Submission shall terminate, and you will be free to do what you want with it, provided that you comply with your obligation to give us a Right of Last Refusal with regard to any Outsider Offer (as described below). However, if we have incorporated any portion of your Submission or Material into our printed advertising or promotional materials prior to your withdrawal or disqualification, you hereby grant us the right to continue to use such Submission and/or Material throughout the Exclusivity Period. Right of Last Refusal. Although we have an exclusive license to use your Submission during the Exclusivity Period (which means that, during the Exclusivity Period, we alone have the rights to publish the Submission or use it to create a film, video, or television series, or to otherwise use it as described in this Agreement), there is one exception to our exclusivity: greenlight hereby agrees that you can continue to show or shop your Submission to other studios, production companies, agents, or anyone else not officially affiliated with greenlight ("Outsiders"), on the following condition: 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 Contest Term, you hereby grant us a Right of Last Refusal with regard to your Submission and the offer. For purposes of the Contest and this Agreement, "Right of Last Refusal" means that if you receive an offer regarding the purchase, acquisition, option, sale, or other disposition of your Submission ("Offer") from an Outsider during the Exclusivity Period, you hereby agree to notify us, by sending an email to lastrefusal@projectgreenlight.com. Your email should identify you and/or your Team ONLY BY YOUR HANDLE OR TEAM NAME, the title of your Submission, who the Outsider is, what Offer the Outsider has made, and on what date the Offer was made. We will then have thirty (30) days from the date on which you sent us your notifying email to decide whether greenlight (or any of its partners, affiliates, or co-sponsors, including, without limitation, the Contest Entities) would like to acquire your Submission, which we shall have the right to do by matching or beating the economic terms of the Outsider Offer. Following your notification to us, this Right of First Refusal may be exercised by any of the Contest Entities or any other greenlight partner, affiliate, or co-sponsor. If you are part of a Team, this notifying email should be sent to us by your Team Captain. If we do not contact you within thirty (30) days of your sending us proper notification of your Outsider Offer (whether such contact is to exercise our rights or to extend the thirty (30) day period for our review, which we may extend automatically by notifying you by email that we require such an extension, such extension to last for an additional thirty (30) days will begin to run immediately following the expiration of the first thirty (30) day period), 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 Outsider Offer, you must notify us in writing of your acceptance of that Offer, and that accepting such an Outsider Offer means that you will be automatically disqualified 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 acquisition of literary materials, modified as necessary to match or beat the terms of your Outsider 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 Outsider Offer that you receive during the Contest Term. By the way, we'll check to see if the Offer you report is real, so don't abuse the system - it could get you disqualified. Nature of Our Relationship. You hereby acknowledge and agree that the relationship between you, as a Contestant and/or writer of a Submission, and us, is not a confidential, fiduciary, or other special relationship, and that your providing your Submission to us for purposes of the Contest does not place us in a different position than a member of the general public with regard to elements of your Submission or other Material that are not legally protectable. You understand and acknowledge that greenlight (including each of the Contest Entities and their partners, affiliates and sponsors) 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 and often different ideas and stories relate to one or more underlying themes. You further agree that the 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 for the Submission. Arbitration. 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 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. 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 us relating to the subject matter herein, and supersedes any prior agreements (except for the Official Rules and the Other Agreements) between us 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 as we've just presented them to you, 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. (Remember, if you want to read this whole Agreement again, you can do so by clicking here.) Certification. I hereby certify that all of the answers and information that I have provided in this registration process are true, accurate, and complete, and that I have read and will comply with the Official Rules, this Agreement, the Terms of Service, and the Privacy Policy in conjunction with my registration, participation in the Contest, and interactions with greenlight. I further certify that, as of September 25, 2000, I am at least 18 years old, and that I am a legal resident of the United States (excluding Puerto Rico and all other territories), and that I meet all of the Eligibility Requirements. I intend that my initials below, and the submission of my registration to greenlight, shall each constitute my legally binding signature and acceptance of this Agreement and the Other Agreements.
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