Effective August 12, 2015
I, on behalf of myself and the entity identified as my employer during the registration process, (collectively “Company”), agree that these IPitch.TV Industry Executive Member Terms of Service (“TOS”) constitute a written and binding agreement between myself, as an individual, and Company, on the one hand, and IPitch.tv, LLC (“IPitch.TV”), on the other hand, and shall govern your access to the IPitch.TV service (the “Service”).
Authority. By entering into this agreement, I represent that I am a current executive at Company, and as part of my job duties I have the right and obligation to source and scout new material as a representative of the Company, and to legally bind the Company to these TOS. Company and I agree that IPitch.TV and various creators of intellectual property using the Service will be relying on this material representation in exposing the Company to confidential material as set forth below.
Confidentiality. Company agrees that by using the Service, Company may be given access to various ideas, descriptions, details, audio, video, documents and other intellectual property constituting confidential information (“Confidential Information” or “Material”) created and/or owned by third-party entities (each a "Creator"), and that all such Material will be proprietary and confidential information that belongs solely to the respective Creator. Company agrees that it will not disclose, utilize or otherwise exploit any of the Confidential Information in any way except as explicitly set forth herein.
No License. Company agrees that any discussions that the Company and Creator may have with respect to the Material shall not constitute any agreement, express or implied, as to any contractual relationship with the Creator or any license to use the Material unless and until a bona-fide written agreement is executed between Creator and Company.
Contact Rules. Company agrees that by selecting "Contact Creator" for any project, that the Creator may communicate with Company via the Service’s messaging function to discuss the Materials. Either party has the right to cease all communications with the other party at any time. Company agrees to abide by the IPitch.TV Code of Conduct, and agrees to promptly report to IPitch.TV any Creator who makes an unsolicited inquiry to Company regarding a project in violation of the IPitch.TV Code of Conduct.
Publicity & Promotion. Company agrees that IPitch.TV may use Company’s name (or my own name if no entity is involved) in any advertising of its services to disclose Company’s use of the Service, including on relevant sections of the Service such as the list of registered Companies for view by potential users of the Service. This information may be published to the World Wide Web and potentially indexed by search engines. I understand and agree that IPitch.TV retains the right to publicize and promote any partnership, agreement, option, sale, development deal, acquisition, either formal or informal, between any Creator and Company, that directly or indirectly results from the use of the Service. IPitch.TV retains the right to disclose the identities of all parties involved, and general project details for use in promoting the interests and brand of IPitch.TV, by use of any and all forms of media whether now known or hereafter devised.
Indemnification and Limitation of Liability. Company agrees to, and shall, indemnify, defend and hold harmless IPitch.TV and its directors, shareholders, officers, agents, employees, investors, representatives, successors and assigns, and any related entities, from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys’ fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly, (a) Company’s performance under these TOS and/or use of the Service, (b) any breach or alleged breach of any of the representations, warranties, undertakings or agreements made by Company under these TOS; (c) any intellectual property infringement or breach of confidentiality claims; and (d) the gross negligence, recklessness and/or intentional misconduct of Company or any of its subcontractors in connection with these TOS. Company shall bear full responsibility for the defense (including any settlements); provided, however, that (i) Company shall keep IPitch.TV informed of, and consult with IPitch.TV in connection with the progress of such litigation or settlement; and (ii) Company shall not have any right, without IPitch.TV’s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of IPitch.TV. IPitch.TV shall have the right to employ counsel of its own choosing at Company’s expense. Additionally, to the extent that IPitch.TV is compelled or requested to provide evidence in connection with any dispute between Company and any third party (including but not limited to any Creator), Company agrees to reimburse IPitch.TV for the actual cost of compliance, including any attorney’s fees.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) IPITCH.TV, AND ITS DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, AGENTS, EMPLOYEES, INVESTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND ANY RELATED ENTITIES, WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHICH TERM INCLUDES, BUT IS NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THIS AGREEMENT OR OPERATION OF THE SERVICE, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF THE LEGAL THEORY, WHETHER A THEORY OF CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.
No Warranty. IPitch.TV makes no representation or warranty about the accuracy of any contact information provided to the Service, any conduct by a Creator, or the ownership or, or lack of intellectual property infringement by, any Materials provided to and via the Service. I agree the Services, products and materials on or from this website or otherwise from IPitch.TV are provided "As Is" and without representations or warranties of any kind, either express or implied. IPitch.TV disclaims all warranties to the maximum extent of the law, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. Neither IPitch.TV nor any of our respective licensors, executive members, or affiliates represent or warrant that any functions contained in this website will be uninterrupted or error-free, that defects will be corrected, or that the website or the server that makes them available are free of viruses or other harmful components. Neither IPitch.TV nor any of our respective licensors, executive members, or affiliates warrant or make any representations regarding the use or the results of the use of the services, products or materials in this site in terms of their correctness, accuracy, reliability, or otherwise.
Termination. Either party has the right to terminate these TOS at any time, provided that the sections that by their nature logically survive termination (including but not limited to Indemnification and Limitation of Liability section), as well as the Publicity and Promotion section, shall survive termination. Further, IPitch.TV may terminate the Service entirely in its sole discretion.
Assignment. These TOS may be assigned by IPitch.TV without notice. These TOS may not be assigned by Company without the written prior written consent of IPitch.TV.
ARBITRATION AND ATTORNEY’S FEES. The parties hereby agree to submit any dispute or controversy arising out of or relating to this Agreement to binding arbitration to be held exclusively in Los Angeles, California, before a single arbitrator under the then-current Commercial Rules of the American Arbitration Association (the “AAA Rules”). In addition to the powers conferred by the AAA Rules, the arbitrator shall have authority to order such other discovery as he or she deems appropriate for a full and fair hearing of the case. The arbitrator’s decision shall be final and binding and the award so rendered may be filed in any court having jurisdiction. The losing party will bear all expenses (including reasonable attorney’s fees) in connection with arbitration conducted hereunder. EACH PARTY ACKNOWLEDGES THAT THE TERMS OF THIS SECTION CONSTITUTES A WAIVER OF SUCH PARTY’S RIGHT TO A JURY TRIAL IN ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Governing Law. These TOS shall be construed under the internal laws of the State of California and the United States, without regard to its choice of law provisions.
No Class Action Matters. Disputes will be litigated only on an individual basis and will not be consolidated with any other proceeding that involves any claim or controversy of any other party.
Injunctive Relief. In no event will you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with IPitch.TV or with the distribution, operation, development, or performance of the Service.
Waiver and Severability. No waiver of any provision of these TOS by IPitch.TV shall be effective except pursuant to a written instrument signed by IPitch.TV, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. If any of the provisions of these TOS shall be found by a court of competent jurisdiction to be void as going beyond what is reasonable under the circumstances for the protection of the interests of the party seeking to enforce such provision, but would be valid if part of the wording thereof were deleted or the time periods (if any) thereof were reduced or the range of activities or area dealt with thereby reduced in scope, such provision shall apply with such modifications as may be necessary to make it valid and effective. In the event that any provision of these TOS should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Independent Contractor; No Agency. These TOS shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties. Except as expressly agreed by the parties in writing, the parties shall not have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.
Company confirms that it has reviewed, understands and agrees to the IPitch.TV Executive Member Terms of Service and that the terms and conditions of such shall govern Company and my use of the Service provided by IPitch.TV.