The following terms and conditions constitute an agreement between you and Script P.I.M.P. LLC, d/b/a Script Pipeline, a California limited liability company (“Pipeline,” “we” or “us”), sponsor and promoter of Script Development, a unique opportunity for screenwriters to obtain constructive criticism on their scripts and take their work to the next level, (“Script Development,” “Development Workshop,” or “Workshop”). This agreement (the “Agreement”) governs your participation in the Workshop; and in the event you breach any of the provisions herein, Pipeline reserves the right to immediately terminate your participation and retain all associated fees.
1. DEVELPMENT OPTIONS AND FEES
As part of the Workshop we offer the following services (the “Services”), as described on our website,www.scriptpipeline.com (the “Site”) and you may partake in any or all of the Services for the associated fees, as listed on the Site (collectively, the “Fees”), at your election:
- Studio-Style Coverage
- Development Notes
- Treatment / Pitch Notes
- General Review
In connection with your purchased Services, you are entitled to submit to Pipeline one (1) original screenplay or motion picture script (the “Script”) for review and critique by a senior Pipeline analyst. You understand and acknowledge that our evaluation of the Script may be negative or non-complimentary. The Script will not be returned and in no event whatsoever shall Pipeline be liable for the loss or damage of the Script. We reserve the right, but not the obligation to forward the Script to production companies, agents, managers and/or any other parties expressing an interest therein, at our sole discretion. You acknowledge and agree that we shall only forward Scripts of outstanding merit, as determined in our sole discretion. You further agree that should Pipeline ever present the Script to any third party, we will not be serving as your literary agent; rather, we will be acting solely as an intermediary between you and said third party. We expressly waive all responsibilities imposed on agents by law or otherwise typically undertaken by agents, including but not limited to negotiating with any third parties on your behalf. In addition, you may not submit any Script that: (i) infringes, misappropriates or violates the intellectual property, publicity, privacy or other proprietary rights of any third party; (ii) harasses or advocates harassment of a third party; or (iii) which is threatening, obscene, defamatory, libelous, unlawful or promotes or encourages illegal activity.
3. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant the following:
- You are the exclusive owner and sole author of the Script, such that the Script is your original creative work and your submission thereof will not infringe, misappropriate or violate the intellectual property, privacy or other rights of any third party; and/or you have obtained prior written authorization to act on behalf of any co-creators of the Script;
- Neither your execution of this Agreement nor your participation of in the Workshop, including your submission of the Script, will conflict with or violate any term or condition of any other agreement to which you are a party, including but not limited to any union or guild regulation;
- There are no threatened, pending or current claims, actions or lawsuits in connection with the Script and you agree to notify Pipeline immediate upon your notification of any such claims, actions or suits;
- You are submitting the Script voluntarily on a non-confidential basis;
- You ate at least eighteen (18) years of age; and
- You have the right, authority, and capacity to enter into the Agreement, and you agree to abide and be bound the terms and conditions herein.
4. INTELLECTUAL PROPERTY RIGHTS
By accepting your submission of the Script, we in no way grant you any additional rights therein or otherwise expand the scope of your rights under applicable copyright laws. You are solely responsible for protecting your rights in the Script, including without limitation for filing or registering the Script with the Writers Guild of America and/or the United States Copyright Office. You acknowledge and agree that Pipeline and/or any third party to which we may forward the Script may independently access or develop creative concepts and/or works which resemble the Script or incorporate similar concepts, themes, formats, plot lines and characters to those in the Script and that you are not entitled to any compensation and have no rights of any kind in connection therewith. In the event we forward your Script to third parties, we hereby expressly waive any and all liability for any violation of your intellectual property or other rights by any such third party, and you hereby release Pipeline from any and all liabilities arising out of or related to our forwarding of the Script. However, you retain all rights to the Script itself and any material submitted to the Workshop.
You hereby consent to our use of your full name in connection with the Script and/or Workshop via any media now known or later developed, for promotional, marketing or any other purposes we deem appropriate, in our sole discretion. You acknowledge and agree that you will not be entitled to any compensation as a result thereof.
6. INDEPENDENT CONTRACTORS
The relationship between you and Pipeline is one of independent contractors. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE WORKSHOP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE EVENT, INCLUDING THAT IT IS MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. WE DO NOT GUARANTEE YOUR PARTICIPATION IN THE WORKSHOP WILL RESULT IN ANY PROFESSIONAL ADVANCEMENT OR ACHIEVEMENT OR THAT YOU WILL OBTAIN ANY PARTICULAR RESULT FROM PARTICIPATING IN THE WORKSHOP, INCLUDING THAT THE SCRIPT WILL EVER BE PURCHASED OR REQUESTED BY ANYONE AT ANY TIME TO SERVE AS THE BASIS OF A MOTION PICTURE OR OTHERWISE.
8. LIABILITY LIMITATIONS
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE REFUND OF THE REMITTED FEES. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR PARTICIPATION IN THE WORKSHOP, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF ANY FEES YOU REMITTED TO PIPELINE IN CONNECTION WITH WORKSHOP. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATED TO YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE WORKSHOP EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California, without giving effect to the state’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to the Agreement or your participation in the Workshop shall be settled by an arbitrator, within in the County of Los Angeles, State of California, subject to the rules and regulations of the American Arbitration Association then in effect, except that such arbitration shall be handled by a single arbitrator selected in accordance with such rules and regulations. The arbitrator shall be well acquainted with the entertainment business in the County of Los Angeles, and the arbitrator’s decision shall be final and binding. Each party to any arbitration shall bear its own costs, including attorney’s fees. Failure to appear at any arbitration hearing entitles the arbitrator to proceed ex parte. Any and all claims related to the Agreement and/or Workshop must be brought within ninety (90) days of accrual or the period of time prescribed by the applicable statute of limitations, if shorter.
Upon a request by us, you agree to defend, indemnify, and hold harmless Pipeline, our employees, members, agents and affiliates from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to your participation in the Workshop, including but not limited to your submission of the Script, and/or your breach of the Agreement. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of Pipeline’s gross negligence or intentional misconduct.
We may terminate this Agreement immediately upon your breach of any of the terms or conditions hereof or your violation of any other policies posted on our website, www.scriptpipeline.com (the “Site”), as determined in our sole discretion. In such event, we will not render and you are not entitled to receive a refund of any fees or portion thereof paid to Pipeline in connection with the Workshop. Pipeline shall not be liable to you or any third party for any such termination. You may terminate the Agreement at any time by emailing us at: email@example.com; provided however, that voluntary termination shall in no way relieve you of your responsibility to remit payment for all fees associated with your selected
Workshop Services or entitle you to a refund of any other payments remitted to Pipeline. The provisions of Sections 2, 4, 5, 7, 8, 10 and 11 will survive termination.
12. GENERAL PROVISONS
Our failure to enforce any of our rights under this Agreement shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by Pipeline. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between you and us and supersedes all previous written or oral agreements concerning the Workshop.
Both parties may assign their respective rights hereunder at any time, including but not limited to as part of a sale, merger or transfer, but any such assignment shall not relieve the assigning party of its obligations under the Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Script P.I.M.P. LLC © 2014. All rights reserved.
2633 Lincoln Blvd. #701
Santa Monica, CA 90405