The following terms and conditions contained in this agreement shall govern the submission of scripts and other materials (the “Material”) to the Bloodlist (the “Bloodlist” or “you”) via the Bloodlist Website (“Website”). For good and valuable consideration, the receipt and sufficiency of which I acknowledge, by submitting my Material through the Website, I hereby irrevocably agree as follows:
1. Representations and Warranties: I represent and warrant that I am the sole author and owner of the Material (or I am a member of a team of writers who is the sole author and owner of the Material), and that I have the full power and authority to submit the Material to you on the terms hereof without the consent of any other party. I further represent and warrant that the Material is wholly original and does not infringe upon any rights whatsoever of any third party or entity, including, without limitation, rights of copyright, privacy, trademark or otherwise.
2. Submission/Review of Material: I acknowledge and agree that the only obligation undertaken by you in consideration of my submission is to accept the Material for potential review, and that you have the full discretion to review it or not review it, as is consistent with your normal practices. No other obligation or duty on your part shall arise from or be implied by this submission of the Material, and I acknowledge and agree that my submission of the Material to you does not guarantee placement on the The Bloodlist Website or on the annual list released each year by The Bloodlist. Furthermore, I hereby acknowledge and agree that my submission of Material to the Bloodlist via the Website shall not constitute a submission to any affiliate or related entity of Bloodlist, or any officers, employees, clients, agents, licensees, successors and assigns thereof (collectively, the “Related Entities”). Except as otherwise set forth herein, any reference hereafter to “you” shall be deemed to include the Related Entities.
3. Selection of Material. In the event that you have interest in the Material, I acknowledge that you may contact me to provide further information regarding myself and/or the Material, which I agree to provide to you upon such request. Furthermore, I hereby grant you a worldwide, non-exclusive, perpetual, royalty-free license to display the Material on the Bloodlist website, provided that it shall be in your sole discretion whether or not to actually display the Material on the Website. You agree that you shall notify me in writing (e-mail shall constitute a writing for the purposes hereof) in the event of such a decision to display the Material on the Website, provided that the inadvertent failure to do so shall not constitute a breach hereof by you.
4. Similar Material. I recognize that you have access to and/or may create or have created materials and ideas, which may be similar or identical to the Material in theme, idea, plot, format or other respects. I agree that I will not be entitled to any compensation because of the use of any such similar or identical material which may have been independently created by you or may have come to you from any other independent source. Furthermore, l agree that nothing contained herein shall derogate from any rights you have as a member of the general public.
5. Indemnification. I agree to indemnify and hold you and your related and affiliated entities, and each of their respective officers, employees, agents, licensees, successors and assigns harmless with respect to any costs, expenses and damages (including attorney’s fees) incurred by you by reason of any breach of any of my representations, warranties and/or agreements contained herein.
6. Arbitration: If there is any dispute arising out of this agreement including a dispute about the validity, operation, meaning or breach hereof, the dispute between us (the “Dispute”) shall be submitted to final and binding arbitration, which shall constitute the sole dispute resolution mechanism hereunder and I irrevocably waive any rights to seek other relief at law or equity. The arbitration shall be controlled by the terms hereof, on an individual and not class basis only, and any award favorable to me shall be limited to the fixing of compensation for your use of the submitted material, which shall bear a reasonable relation to compensation normally paid by you to persons of my present stature and experience for your use of similar material. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow California law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages.
The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any California state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement of any arbitration award shall be entitled to an award of all costs, fees and expenses, including reasonable outside attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.
Without limiting the generality of the foregoing, I understand that I waive any and all right to a trial, to seek an injunction or to any other relief other than as expressly provided for in this section.
7. Miscellaneous. This agreement shall be governed by the laws of California without regard to conflict of laws provisions that would apply other law. This agreement represents the complete agreement between me and you regarding the Material and my submission and supersedes all prior or contemporaneous negotiations, agreements, representations or undertakings.
I INDICATE MY AGREEMENT HERETO BY CLICKING THE “SUBMIT” BUTTON ON THE SITE.
