TERMS AND CONDITIONS FOR SUBMISSIONS TO MACROCOSM ENTERTAINMENT (”MACROCOSM”)
PLEASE REVIEW THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR SUBMISSION. IF YOU CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, PLEASE INDICATE YOUR CONSENT BY CLICKING THE “I ACCEPT” BUTTON BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT ACCEPT" BUTTON BELOW. DO NOT SUBMIT ANYTHING TO MACROCOSM IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
MACROCOSM HAS NO OBLIGATION TO REVIEW YOUR SUBMISSION OR ANY OTHER MATERIALS SUBMITTED BY YOU TO MACROCOSM. MACROCOSM RESERVES THE RIGHT TO REJECT, BLOCK, ALTER OR REMOVE YOUR SUBMISSION OR ANY OTHER MATERIALS SUBMITTED BY YOU AT ANY TIME AND IN ITS SOLE DISCRETION. MACROCOSM IN NO WAY GUARANTEES THAT YOUR SUBMISSION OR ANY PART THEREOF WILL BE REVIEWED, SELECTED OR OTHERWISE USED BY MACROCOSM IN ANY WAY. YOU UNDERSTAND THAT MACROCOSM WOULD REFUSE TO ACCEPT OR OTHERWISE EVALUATE YOUR SUBMISSION IN THE ABSENCE OF YOUR ACCEPTANCE OF EACH AND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
YOU MAY ONLY ENTER A SUBMISSION IF YOU ARE OVER THE AGE OF 18 OR THE APPLICABLE AGE OF MAJORITY IN YOUR PLACE OF RESIDENCE. IF YOU ARE NOT AT LEAST 18 YEARS OF AGE (OR THE AGE OF MAJORITY IN YOUR PLACE OF RESIDENCE) YOU MAY NOT ENTER OR OTHERWISE MAKE ANY SUBMISSIONS ON the MACROCOSM WEBSITE (THE “SITE”).
GUIDELINES FOR SUBMISSIONS AND REPRESENTATIONS
Submissions: The term "Submission" means any materials or information submitted by you including without limitation, your name, likeness, treatments, outlines, scripts, books, videos, photographs, recordings, writings, statements, audio materials, audiovisual materials, ideas, music, performances, samples, dubbing, lyrics, graphics, marks and images.
1. REPRESENTATIONS AND WARRANTIES: You represent and warrant that:(a) your Submission is your original work; (b) your Submission does not infringe upon any copyright, trademark, right of privacy or publicity or other intellectual property, proprietary or other right of any third party; (c) you have the exclusive, unconditional right and authority to submit and convey your Submission upon the terms and conditions set forth herein and that no third party is entitled to any payment or other consideration as a condition to the use or exploitation of your Submission; and (d) you have retained at least one (1) copy of your Submission and release MACROCOSM from any and all liability for loss or other damage to any copy thereof submitted hereunder. If your Submission contains any material or element that is not solely owned by you or which is subject to the rights of any third party, you have obtained any and all releases, consents and licenses necessary or appropriate to permit use and exploitation of your Submission by MACROCOSM in the manner set forth in these terms and conditions without additional compensation;(c) does not incorporate or contain any material or element created by any person under the age of majority in such person’s state of residence; (d) does not contain anything that is libelous, defamatory, indecent or obscene or which may or may appear to, impersonate any third party; and (e) does not and will not violate any applicable law, statute, ordinance, rule or regulation.
2. GRANT OF RIGHTS TO MACROCOSM: You understand that you will not be paid any money for entering into this Agreement, submitting your Submission or granting any rights to MACROCOSM.
(a) Immediately upon your Submission to MACROCOSM, you agree that MACROCOSM shall have the perpetual, irrevocable, non-exclusive, worldwide right and license to publicly and privately perform, display, use, copy, exhibit, produce, reproduce, distribute, publish, web cast, pod-cast, broadcast, transmit, route, circulate, store, stream, cache, archive, categorize, edit, alter and otherwise modify, synchronize with any other material, and otherwise use and exploit your Submission by any and all means, and in any and all media, now known or hereafter devised, your Submission and excerpt and extract all or any portion thereof in connection with any of the foregoing, all without further notice or consent from or payment to you. You irrevocably waive any and all so-called “droits moral” or “moral rights of authors” arising out of or in connection with your Submission or any use thereof. MACROCOSM shall have all rights hereunder whether or not your material is used by MACROCOSM.
(b) You acknowledge that the consideration to you for entering into this Agreement and granting the rights granted to MACROCOSM hereunder is, among other things, the possibility that MACROCOSM or its designees will review or use your Submission. You will not receive any further compensation of any kind. Your Submission will not be acknowledged or returned. You acknowledge that your Submission is completely voluntary, is not made in confidence and that there is and will be no fiduciary or confidential relationship between you and MACROCOSM as a result of your submission to MACROCOSM or otherwise.
(c) In addition to any other right or remedy available to MACROCOSM, MACROCOSM has the right to remove the Submission from the Site or refuse to include the Submission on the Site for any reason, and may suspend or terminate your access to the Site or refuse to grant you access to any current or future use of the Site or any MACROCOSM or related site with or without warning if MACROCOSM , in its sole discretion, believes you have: (i) violated or tried to violate the rights of MACROCOSM ; or (ii) violated or tried to violate or acted inconsistently with this Agreement or any of the Terms of Service governing the Site. MACROCOSM has no obligation to inform you of any decision to post, remove or not post your Submission.
(d) You agree that MACROCOSM and its designees, successors, licensees and assigns shall have the non-exclusive right, in perpetuity, throughout the universe, to use your voice, actions, likeness, name, appearance, performance, biographical material and any other information contained in your Submission (collectively, "Personal Elements") whether or not as edited, altered, fictionalized or modified by MACROCOSM, by any and all means, and in any and all media, now known or hereafter devised, in or in connection with your Submission and the exercise of any of the rights granted to MACROCOSM hereunder. You agree that MACROCOSM and its licensees may use all or any part of your Personal Elements, and may make any changes that MACROCOSM may deem necessary, including altering, fictionalizing or modifying them regardless of whether or not you are recognizable.
3. OTHER SUBMISSIONS: You recognize that other persons, including MACROCOSM's own employees, may have submitted to MACROCOSM or others, or made public, or may in the future originate, submit or make public, material that is similar or identical to your Submission and that you will not be entitled to any compensation or other consideration because of any use or exploitation of such similar or identical material. Nothing in this Agreement, or the submission of the Submission, shall be deemed to place you in any different position than any other member of the public with respect to the Submission.
(a) You agree to indemnify, defend and hold harmless MACROCOSM, its parent, subsidiaries and affiliates and their respective directors, officers, owners, managers, employees, agents and other representatives, and their respective successors, licensees and assigns (collectively, "Indemnified Person(s)") from and against any and all claims, liability, loss, cost and expense (including reasonable legal fees, damage awards, and settlement amounts) arising out of, or related to, your Submission or your breach of any of your representations and warranties contained in, or any other term or condition of, this Agreement. MACROCOSM shall have the right to control the defense of any third party claim with respect to which the foregoing indemnity obligation applies, with counsel of its choice. No settlement of any claim which may have an adverse effect on MACROCOSM shall be entered into without MACROCOSM ’s prior written consent.
(b) You agree that, within ten (10) calendar days after obtaining any knowledge of any such claim, you shall deliver detailed written notice thereof, by certified or registered mail, to MACROCOSM at: 12400 Ventura Blvd., Suite 101, Studio City CA 91604, attention: Script Submission. If and to the extent that you believe that you have any claim against MACROCOSM arising out of or in connection with this Agreement or your Submission, you further agree to deliver detailed written notice thereof to MACROCOSM at said address and that, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, YOU MUST COMMENCE A FORMAL ARBITRATION PROCEEDING AGAINST MACROCOSM ASSERTING ANY AND ALL CLAIMS THAT YOU MAY HAVE WITHIN SIX (6) MONTHS AFTER THE FIRST DATE UPON WHICH YOU BELIEVE THAT YOU HAVE ANY SUCH CLAIM AND THAT YOUR FAILURE TO DO SO SHALL BE DEEMED YOUR IRREVOCABLE AND UNCONDITIONAL WAIVER OF ANY AND ALL RIGHTS AND REMEDIES THAT YOU MIGHT HAVE WITH RESPECT TO ANY AND ALL SUCH CLAIMS.
5. ARBITRATION: PLEASE READ CAREFULLY. UNDER THIS PARAGRAPH YOU ARE GIVING UP YOUR LEGAL RIGHTS TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH YOUR SUBMISSION OR THIS AGREEMENT. You agree to submit to JAMS any claim or controversy arising out of or in connection with this Agreement to confidential binding arbitration in Los Angeles, California, to be conclusively determined by arbitration before a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”). The arbitrator shall be a lawyer with at least ten (10) years practical experience, or a former California State or Federal Court judge experienced, in entertainment law matters who shall be selected in accordance with the Rules. The construction, validity, interpretation and enforceability of this Agreement shall be governed by the laws of the State of California without giving effect to any choice of law or conflict of law rules. All arbitration proceedings, including documents filed in the course of such proceedings, and the fact that the arbitration is being conducted, shall be confidential. The arbitrator's decision shall be controlled by the terms of this Agreement. Judgment upon the award may be entered in any court having competent. You may commence an action at law in a court having competent jurisdiction for the sole purpose of enforcing an arbitration award. Notwithstanding the foregoing, you acknowledge that MACROCOSM may: (a) seek injunctive or other equitable relief from a court to enforce the provisions of this paragraph, and (b) bring an action to enforce the decision of the arbitrator before any court having competent jurisdiction.
6. OTHER MATTERS: This Agreement constitutes the entire understanding of the parties hereto with respect to its subject matter and supersedes any and all other prior or contemporaneous agreements, representations and warranties, oral or written, expressed or implied. MACROCOSM may amend this Agreement at any time upon written notice to you (including, but not limited to, by posting any such amendment on the Site where it is accessible to you), which amendment shall be effective as to any Submission after the date of such notice. This Agreement is binding on you and your heirs, administrators, successors, licensees and assigns. The invalidity of any provision of this Agreement will not affect any remaining provision. If any provision of this Agreement or any document incorporated by reference herein is found by an arbitrator to be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect. You may not assign any of your rights, or delegate any of your obligations, under this Agreement except as approved in writing by MACROCOSM and any unauthorized, purported assignment will be null and void. MACROCOSM and its successors, licensees and assigns, have the unlimited rights to assign and re-assign this Agreement, and any and all of the rights granted hereunder, to any party. You shall execute and deliver any and all documents (after being afforded a reasonable opportunity to review them) and do any and all other acts as may be reasonably required by MACROCOSM to further evidence or effectuate the rights of MACROCOSM as provided for in this Agreement. You hereby appoint MACROCOSM as your attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full powers of substitution and delegation, but only to execute any and all such documents and instruments, and perform such acts, which you fail to execute, deliver or take as herein provided. MACROCOSM will promptly furnish to you a copy of each such document or instrument that MACROCOSM executes on your behalf.
BY CLICKING THE “I ACCEPT” BUTTON BELOW OR OTHERWISE PROVIDING ANY SUBMISSION TO MACROCOSM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. YOU FURTHER CERTIFY AND CONFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR PLACE OF RESIDENCE.