iPitch.tv Creator Terms of Service Agreement
Effective August 12, 2015
I, on behalf of myself and/or my employer, as applicable, will be submitting to IPitch.TV, LLC. (“IPitch.TV”) certain intellectual property with the hope that it may be reviewed by entertainment industry executives (each a “Company”) using the IPitch.TV database (the “Service”). I agree that the following terms and conditions in this Creator User Agreement (“User Agreement”) apply to this submission:
Authority. I represent that I have authority to enter into this User Agreement, and to disclose and submit all ideas, descriptions, details, audio, video, documents and other intellectual property (collectively, “Materials”) that I submit to IPitch.TV and the Service.
License. I hereby grant IPitch.TV the irrevocable license to use, reproduce, display, publicly perform, and distribute the Materials for the purpose of operating the Service.
Recurring Fees. I agree that the Service is a paid service offered by IPitch.TV, and that a recurring nonrefundable fee (“Fee”) will be charged to my credit card on file with Paypal based upon the billing cycle I have selected. I understand that my active membership allows me to publish a single pitch of Materials on the Service. I agree that I may request a change to the size of the billing cycle at any time, but the changes will not take effect until the end of the current billing cycle. I agree to maintain a valid payment method on file with my payment processor (i.e., Paypal.com) until this Submission Agreement is terminated. I understand that IPitch.TV reserves the right to change the Fee upon 30 days notice by posting it on the Service, and that my continued use of the Service after posting constitutes my agreement to the new Fee. For sake of clarity, there are no refunds under any circumstances.
Membership Cancellation: I understand that I may discontinue a recurring subscription only via the procedure provided by PayPal.com. I understand and agree that it is my responsibility to cancel any recurring membership subscription. Regardless of when I request cancellation, my account will remain in full active standing through the remainder of the current paid full membership period with no pro-rated refunds.
Additional Pitch Fees: For each additional pitch of Materials I wish to publish on the Service, I will be charged a one-time additional pitch fee to my credit card on file with Paypal. The current amount of the additional pitch fee is posted on the Service.
Charge-backs and Unauthorized Payment Disputes: I agree to not falsely contest a recurring charge authorized above with my payment processor as being “unauthorized,” and agree that, in addition to the amount of the reversed charge, I will be obligated to pay a $25.00 “charge-back reversal fee” for each such falsely contested charge. I further agree to pay for the costs of any collection efforts engaged by IPitch.TV, including attorney’s fees. If I believe that a charge is incorrect, I agree to first contact IPitch.TV at firstname.lastname@example.org for assistance.
Protection of Intellectual Property. Certain Materials may be protected under US or foreign intellectual property laws, and it is my own responsibility to seek protection by registering those materials with the US Copyright Office, the Writers Guild of America, and/or CreatorsVault.com at my own discretion. I understand that Companies will be accessing the Service for the purpose of reviewing Materials.
No Obligation. I agree that IPitch.TV has no obligation to me in any respect with regard to such Material being “optioned” or “sold” to any third party, and that any negotiations involved with Companies for the use of my Materials will be done so without the direct involvement of IPitch.TV. I also understand that IPitch.TV is one of many sources and tools used by its Companies for scouting projects and I am in no way guaranteed that any or all Companies will choose to review my Materials. I understand that any interest or review of my Materials is of a subjective nature, and that each Company can “pass” or choose not to review my Materials for any reason. I agree that any discussion I may have with any Company as a result of submitting materials to the Service does not constitute any agreement, expressed or implied, until such time as an agreement is legally and formally created. I acknowledge that IPitch.TV has no obligation to compensate me under any circumstances in connection with the Service.
Similar Materials. I agree that the Service may receive many independently-created submissions that may be similar to the Materials. I further agree that IPitch.TV, Companies, and their employees and representatives retain the right to develop and produce projects of similar theme, subject, format, or nature, and any request or review of Materials does not suggest or imply any agreement or obligation with respect to such Materials.
No Representation, Exclusivity or Non-Exclusive Agreements: I understand and agree that IPitch.TV is not a talent or literary agency, or any other form of agency for representation or brokering of my projects, and owes me no fiduciary duties. I agree that I have no exclusive or non-exclusive agreement with IPitch.TV as agent or representative of my work submitted. I understand that IPitch.TV does not make any specific solicitation to any third party regarding any content of any Material listed in the Service. I further agree that IPitch.TV does not represent me as an individual or any of my projects in any capacity.
Preservation and Deletion of Materials: I understand that IPitch.TV is not responsible for preserving all or any portion of the Materials, and that I should maintain a copy at all times. IPitch.TV has no responsibility to archive any Materials. I may request removal of the Materials from visibility by Companies; however, the Materials may remain archived for use by me at a future date.
Representation and Warranty. I hereby represent and warrant that: (1) all Materials were individually created and/or solely owned by me, or jointly created and co-owned, and no other person, firm or corporation has any right, title or interest therein or thereto; (2) I have full right to submit the Materials to the Service upon all of the terms and conditions stated herein; (3) the description of the Materials is accurate and complete; and (4) the Materials do not contain viruses, Trojan Horses or other malicious code. I understand that IPitch.TV abides by its DMCA policy.
IPitch.TV Code of Conduct: I understand and agree to abide by the IPitch.TV Code of Conduct, which is necessary to attract and maintain the involvement of Companies who participate in the Service. I understand that IPitch.TV will only allow me to communicate with Companies that select the “Contact Creator” option, and only through the Service’s messaging function. I will not make any unsolicited inquiry to a Company via any communication channel regarding any project submitted to IPitch.TV unless requested to do so by IPitch.TV or Company. Moreover, even after direct contact is approved and initiated, I will immediately cease subsequent contact via any communication channel upon the Company’s request. I agree that my failure to abide by the IPitch.TV Code of Conduct will result in immediate termination of my access to the Service without any refund.
No Warranties: 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 or affiliates represent or warrant that any functions contained in this website will be uninterrupted or error-free, that defects will be corrected, that data or activity records will be maintained, 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, 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.
Indemnification and Limitation of Liability. I agree to, and shall, defend, indemnify 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) my performance under this User Agreement and/or use of the Service, (b) any breach or alleged breach of any of the representations, warranties, undertakings or agreements made by me under this User Agreement; (c) any intellectual property infringement or breach of confidentiality claims; and (d) the gross negligence, recklessness and/or intentional misconduct of me or in connection with this User Agreement. I shall bear full responsibility for the defense (including any settlements); provided, however, that (i) I shall keep IPitch.TV informed of, and consult with IPitch.TV in connection with the progress of such litigation or settlement; and (ii) I 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 my expense. Additionally, to the extent that IPitch.TV is compelled or requested to provide evidence in connection with any dispute between myself and any third party (including but not limited to any Company), I agree 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. IN NO EVENT SHALL THE TOTAL LIABILITY OF IPITCH.TV OR ANY OF ITS SHAREHOLDERS, MEMBERS, EMPLOYEES, OFFICERS, LICENSORS OR SUPPLIERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY ME TO IPITCH.TV, IF ANY, FOR ACCESSING THE SERVICE DURING THE PRIOR 6 MONTHS.
Right to Publicity & Promotion: 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, with any Company that I attain as a result of using the iPitch.TV service. IPitch.TV retains the right to disclose the identities or 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.
Termination. Either party has the right to terminate this User Agreement at any time for any or no reason, 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 Right to Publicity and Promotion section, shall survive termination. Further, IPitch.TV may terminate the Service entirely in its sole discretion.
Assignment. This User Agreement may be assigned by IPitch.TV without notice. This User Agreement may not be assigned by me 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. This User Agreement 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 I 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 this User Agreement 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 this User Agreement 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 this User Agreement 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. This User Agreement 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.
I hereby state that I have read and understand this agreement and that no oral representations of any kind have been made to me and that this agreement states our entire understanding. I acknowledge that but for my agreement to the above terms and conditions, IPitch.TV would not accede to any request to receive and consider the Material which I am submitting to IPitch.TV
I confirm I have reviewed, understand and agree to IPitch.TV Creator User Agreement and that the terms and conditions of such shall govern me and my use of the Service provided by IPitch.TV, including but not limited to i) any submission by me as a Creator or ii) any review of the materials of others contained herein.