Pitch Event License and Terms of Use

Transcription

1 Pitch Event License and Terms of Use The Producers Guild of America Women s Impact Network ( PGA WIN ), an affiliate of the Producers Guild of America Foundation (the PGA Foundation ) and a national committee of the Producers Guild of America (collectively with PGA WIN and the PGA Foundation, the PGA, Us, We, etc.) welcomes you to the Stage 32 Pitch Event (the Event ), hosted by Stage 32, LLC, the operator of Stage 32 (collectively, Stage 32 ). The Event is a live social networking opportunity for motion picture production professionals. Your agreement to all of the terms and conditions of this agreement ("Agreement") is required before you, the undersigned person ( You ), can participate in the Event and use the services provided by the PGA and/or Stage 32 in association with the Event. The parties to this Agreement are You and the PGA. As used in this Agreement, the terms "We", "Us", "Our" and variants thereof are used interchangeably to refer to the PGA and variants of the word "You" ("Your", etc., and I at the end of this Agreement) are used interchangeably to refer to You. For good and valuable consideration, the amount, sufficiency, and receipt of which is hereby acknowledged, You and the PGA (collectively referred to as "Parties") hereby agree to all of the preceding and all the following: 1. Definitions "Indemnified Parties" shall mean the PGA, and the PGA s respective directors, officers, members, principals, employees, staff, volunteers, contractors, suppliers, advertisers, affiliates, agents, attorneys, and users, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns. "Moderator" shall mean the moderator designated by Stage 32. "Pro" shall mean the entertainment industry executive, manager or agent to whom You provide Your pitch. "Released Parties" and Released Party shall mean the PGA and the PGA s respective directors, officers, members, principals, employees, staff, volunteers, contractors, suppliers, advertisers, affiliates, agents, attorneys, and users, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns. "Session" shall mean a live pitching session with the Pro conducted in person or via Skype or other videoconferencing means whereby You will be provided with an opportunity to make a pitch to a Pro moderated by a Moderator. "Service" and "Services" shall interchangeably mean the services provided to You that are described in paragraph 2 below, and any other services generally provided by the PGA and/or Stage 32 to attendees of the Event or to You personally at the PGA s or Stage 32 s election. Without limiting the foregoing, the terms "Service" and "Services" shall include all aspects of the Event, including but not limited to, the Session, and any and all products, software and services offered by the PGA and/or Stage 32 in association with the Event. "Website" shall mean the website and forum known as "Stage 32 " accessible at or through and any and all future versions thereof, including without limitation, versions that may be owned and/or operated by one or more entities other than Stage 32, LLC. 2. License. The PGA hereby grants You a limited and revocable single user non-exclusive license to attend and participate in the Event and receive and use such other parts of the Service provided to attendees of the Event ( License ). The License shall include, without limitation, a non-exclusive, limited and revocable license to participate in one or more Sessions that You have purchased or have been invited to attend. You acknowledge and agree that all of Your participation in the Event, including without limitation, Your participation in one or more Session(s), shall be for personal and non-commercial purposes only. You further acknowledge and agree that the PGA and/or Stage 32 is only providing You with the following limited services in association with each Session: (i) An opportunity to participate in the Session, and (ii) access to the Page 1 of 10

2 information provided by the Moderator and the Pro in the Session. You understand and agree that the Services listed above are the only Services the PGA and/or Stage 32 is obligated to provide to You in regard to the Session(s) You have purchased or been invited to attend, and that the PGA shall at no time be responsible or liable in any way regarding any communication or content provided to You by the PGA, Stage 32, the Moderator, or the Pro. You acknowledge and agree that Stage 32, the Pro, and the Moderator are independent parties and that the PGA does not endorse or control what is said, offered, promised or otherwise communicated by Stage 32, the Pro, or the Moderator. 3. PGA Involvement. Without limiting the indemnification provisions and limitations of liability set forth in this Agreement, You acknowledge and agree that it is currently contemplated that the PGA s provision of Services shall be limited to inviting PGA members and You, a non-pga member, to attend the Event at each of the members and Your sole risk and discretion, assisting with the welcome and sign-up for the Event, and moderating the opening seminar panel. 4. Additional Documents. Stage 32 and/or the Pro will require You to execute an agreement limiting Stage 32 s and/or the Pro s liability associated with (i) Your pitch to the Pro and/or Stage 32, (ii) materials You submit to the Pro and/or Stage 32 (e.g., a script, ideas, etc.), (iii) other matters pertaining to the Session or the subject of Your pitch. You acknowledge and agree that if You elect not to execute such agreement(s) presented by Stage 32 and/or the Pro (which may be forwarded to You by Stage 32), Stage 32 and/or the Pro may, at either entity s discretion, elect not to participate in the Session. You acknowledge and agree that if Stage 32 and/or the Pro elect not to participate in the Session because You have decided not to execute the aforementioned agreement provided by Stage 32 and/or the Pro, or for any other reason, the Session may be cancelled without PGA liability of any kind. Stage 32 or the PGA may, at either entity s discretion, however, issue You a refund of the Session fee paid by You or provide You with credit that may be used to pay for a future Session. 5. License Limitations And Participation Restrictions. The Service, including without limitation, the Event and each of the Sessions You purchase or attend, are provided by the PGA, Stage 32, the Pro, and/or the Moderator to You AS IS and Your participation in the Event and/or in one or more Sessions is voluntary and at Your sole risk. You shall at all times be solely responsible for Your use of the Service, including, without limitation Your participation in the Session(s). You agree that You shall, therefore, be at all times fully responsible for all of Your acts, omissions, communications, and content You provide through, and otherwise in association with, the Service, including without limitation such communications and content You provide to the PGA, Stage 32, the Pro, and/or the Moderator, including without limitation, any and all disclosures, idea sharing, and other communications. Without limiting the other indemnification provisions in this Agreement, You agree to hold harmless, not sue or bring any action against, and fully indemnify, the PGA and all of the Released Parties for, and in regard to, any and all damages, costs and/or expenses, and for all other consequences resulting in any way from Your communications and/or providing of content through, or otherwise in association with, the use of the Service. You acknowledge that Your participation in a Session will expose You to comments, criticism and other communications from the PGA, Stage 32, the Pro, and/or the Moderator. You acknowledge that any and all communications from the PGA, Stage 32, the Pro, and/or the Moderator are not the opinions of, or any kind of explicit or implicit communications from, or by, the PGA or the Released Parties. You expressly agree that neither the PGA nor the Released Parties shall be held responsible or liable in any way for any of the opinions, commentary, advice, other communications, or other actions or omissions by the PGA, Stage 32, the Pro, and/or the Moderator, or any subsequent actions or omissions of any kind by the PGA, Stage 32, the Pro, and/or the Moderator or any of their agents, contractors, or affiliates or persons or entities otherwise under their respective control at any time in the future. You further acknowledge that You may be exposed to information that is inaccurate, offensive, indecent, and/or objectionable to You. You voluntarily and expressly agree to waive and hold harmless, and hereby do waive and hold harmless, the PGA and the Released Parties, and You voluntarily and expressly waive, and agree not to assert, any and all legal and equitable rights and remedies You have or may acquire in the future against the PGA and/or the Released Parties, in regard to actions, omissions, inactions, and/or communications by the Page 2 of 10

3 PGA, Stage 32, the Pro, and/or the Moderator, or any of their respective agents, contractors, or affiliates or persons or entities otherwise under their respective control to the fullest extent permitted by applicable law. Without limiting the foregoing, and for purposes of clarity, You expressly agree that should any dispute ever occur between You and the PGA or between You and Stage 32, the Pro, and/or the Moderator regarding the content of Your pitch or any other content shared with the PGA, Stage 32, the Pro, and/or the Moderator, You expressly agree not to bring any action of any kind against the PGA and/or any other Released Party, or join or otherwise involve the PGA and/or any other Released Party in any way in any such dispute. You acknowledge and agree that You may only access, view, listen to, download, and/or receive materials available at, in, or through, the Service in accordance with this Agreement and/or the instructions provided to you by the PGA, Stage 32, the Pro, and/or the Moderator in association with the Event. You may not record any Session or circumvent, disable or otherwise interfere with any security-related or anti-recording system, function or feature associated with a Session or the Website. You may not re-publish or provide any parts of any Sessions, any communications with the PGA, Stage 32, or any Pro or Moderator through or using the Service, or any content associated with the Service provided to any other person or entity without express prior written authorization by the PGA and Stage 32. You agree that Your participation in any Session, and the Event in general, shall at all times be subject to, and in compliance with, all applicable laws and regulations, and all rules and guidelines provided by the PGA and Stage 32. You expressly warrant that Your participation in the Event, including without limitation, Your participation in one or more Sessions, shall not infringe or violate the rights of any person or entity. You hereby acknowledge that You must abide by these terms and conditions or any access to or use of any of the Service, including but not limited to the online portion of the Service, by You will not be authorized. You acknowledge that the unauthorized access of Stage 32 s and/or the PGA s computers and databases in excess of the authorization expressly granted by the PGA in this Agreement may violate state, federal and foreign laws. 6. Prohibited Uses Of The Service. You agree that all of the following are prohibited uses of the Service, including without limitation, at the Sessions portion of the Service provided by the PGA and/or Stage 32: (i) any use that infringes or will likely result in the infringement of any person's or entity's intellectual property rights, including, without limitation, any person's or entity's copyrights, trademark rights, trade secret rights, patent rights, rights pertaining to the use of any name, likeness, voice or persona, or any person s moral rights; (ii) any use that infringes or violates, or will likely result in the infringement or violation of, any person's or entity's other property rights, privacy rights, or contractual rights; (iii) using the Service to duplicate, perform, distribute, publish, transmit, create derivative works of, or otherwise use any content or other materials to which You do not own all of the necessary legal rights; (iv) making or providing any misrepresentation regarding the ownership, source, character or description of any of Your content or any other materials or information You provide through the direct or indirect use of the Service; (v) using the Service in bad faith and/or for any purpose not consistent with this Agreement or the purpose of the Event; and (vi) any use of the Service if You are under the age of eighteen (18) years. 7. Session Participation Guidelines. You agree to use and participate in each Session in accordance with the following guidelines: (i) You shall at all times act professionally and be courteous, and You shall not use the Service to engage in any harassing, abusive, disruptive or offensive behavior, or to engage in any communication that is or would likely be libelous, slanderous, abusive, defamatory, racist, obscene or offensive. If You are unprofessional, discourteous or otherwise harass agents or affiliates of the PGA and/or Stage 32 or the Pro, the Moderator and/or any other participant in the Event, then the PGA, Stage 32, the Pro, and/or the Moderator may terminate the Session and You may be immediately disqualified from any further participation in a Session and/or removed from the Event. (ii) You shall not engage in any activity that infringes, misappropriates or otherwise violates any person's or entity's rights, legal or otherwise. (iii) You shall only provide truthful and accurate information about Yourself to the PGA, Stage 32, the Pro and the Moderator. (iv) You shall not impersonate, or falsely claim an affiliation with, any person or entity. Page 3 of 10

4 (v) You shall not try to contact the Pro or the Moderator after the Session UNLESS You are specifically asked to by the PGA, Stage 32, and/or the Pro. (vi) Each Session must be strictly kept to a maximum of 8 minutes. The PGA and/or Stage 32 shall set appointments in 10 minute increments, thus, after 8 minutes, no matter where You are in Your pitch, the Session must end. Please allow 5-10 minutes after Your allotted time in case of any unforeseen conflicts. (vii) Virtual pitches, if any, will be effectuated via Skype or another videoconferencing service or licensed technology provided by Stage 32. (viii) If You are pitching a script, You shall not ask anyone if they want to read Your script after the Session. After all the Sessions scheduled for the Pro for the Event for which Your Session is scheduled are completed, the Pro will inform the PGA and/or Stage 32 as to which script(s) or other materials provided by You he or she wishes to read, if any. If Your script or other submitted material is selected by the Pro, the PGA and/or Stage 32 will contact You and ask that You forward the subject script or other material to Us or Stage 32 for forwarding to the Pro. The PGA shall at no time be obligated to read the script and/ or other materials provided by You, and You agree not to raise any claim against the PGA or any other Released Party involving access to Your script and/or the other material provided by You. You expressly acknowledge and agree that any and all scripts and other materials provided to the PGA and/or Stage 32 for transmission to the Pro shall not in any manner limit Your releases and indemnifications set forth in this Agreement. You understand and acknowledge that this means that Your agreement to hold harmless the PGA and all other Released Parties, and to indemnify the PGA and all other Indemnified Parties, from and against any and all claims, damages or costs whatsoever pertaining to the Service shall apply to all matters regarding Your script and/or any other materials that You may provide, such that the PGA and the Released Parties shall not be held responsible or liable for any claims that you have, or may have in the future, with respect to your script and/or any other materials that You may provide. 8. No PGA Obligation To Monitor Any Session. You understand and expressly acknowledge and agree that the PGA and the Released Parties assume no responsibility for, expressly disclaim any obligation to, and shall have no duty or obligation of any kind to engage in, or effectuate, any policing, monitoring, control, evaluation, or limitation of, communications in regard to the Session or otherwise in regard to the Service, and shall also not have any obligation at any time to monitor any of Your other use of, or any other person's use of, the Service or any communications associated therewith. 9. Limited License To Transmit Your Session. You hereby grant to the PGA and the Released Parties a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license ( Transmission License ) whereby You hereby grant permission and authorization to Us to broadcast, stream and otherwise transmit to the Session participants (including, without limitation, You, Stage 32, the Pro, and/or the Moderator), and to such other persons designated by the PGA and/or Stage 32 for technical support and quality control, by any and all means now known or hereinafter invented, all of the Session, including without limitation, all of Your participation in the Session, including without limitation, the materials that you submit in connection with the Event, Your name, likeness and voice depicted or otherwise included in, or associated with, the Session and/or any other uses of the Service (collectively Transmission Rights ). You acknowledge and agree that the Transmission Rights include, without limitation, the grant of all rights required for the PGA and its designees to make ephemeral audio and video recordings of You and Your participation in the Session as is necessary or convenient to effectuate the transmission of the Session to the Session participants, to enable the PGA to provide technical support, and for Service quality evaluation and control. The PGA will not store or reproduce any audio or video recording of Your participation in the Session except as is required or convenient to effectuate the transmission of the Session to the Session participants as contemplated by the Transmission License and as otherwise contemplated by this paragraph. Without limiting the foregoing, You hereby also authorize the PGA to create ephemeral and non-ephemeral recordings of the Session solely for the purposes of PGA training, and for quality evaluation and control of Services. Page 4 of 10

5 10. No Endorsement Or Promotion By the PGA. You understand and expressly acknowledge and agree that the PGA shall not, at any time, have any obligation to endorse or promote You or anything associated with You, Your company, or any of Your content. 11. Purchases. The Session Fee for the Event is currently $50.00 USD per Session if you register before November 1, 2015 and $ USD per Session if you register on or after November 1, You understand and expressly acknowledge and agree that the PGA is not responsible for the collection of Session Fees or other fees related to the Event. You understand and expressly agree that You shall hold harmless the PGA and all other Released Parties, and indemnify the PGA and all other Indemnified Parties, from and against any and all claims, damages or costs whatsoever arising from or pertaining to any payment dispute that you may have now or in the future with respect to the Event. 12. Cancellation. You acknowledge and agree that if the Event or a Session is postponed, suspended or cancelled for any reason, You acknowledge and agree that the PGA and the Released Parties shall have no resulting liability, and NO REFUND or CREDIT shall be due or payable to You. You also acknowledge and agree that if for any reason the foregoing provision should be deemed invalid for any reason, You agree to release, and You hereby do release, the PGA and the Released Parties from any and all liability and claims that result from all liability for such suspension, cancellation or postponement. 13. Use Of The Service Is Voluntary And At Your Own Risk. You hereby agree that all use of the Service is voluntary and at Your sole risk and all parts of the Service are provided without warranties of any kind, including, without limitation, warranties regarding the confidentiality, or lack thereof, of the materials or any other information that you provide in connection with the Event, the availability, accuracy, or content of materials, information, product or services, or warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and the PGA expressly disclaims all such warranties. You acknowledge and agree that any and all disclosures, including without limitation, story ideas, treatments, scripts, production concepts, casting suggestions, etc., that You make to the Pro, the Moderator, Stage 32, other Session participants, if any, and/or the PGA or the Released Parties, shall at all times be voluntary and at Your own and sole risk and neither the PGA nor any of the Released Parties shall be liable in any way for any consequence(s) resulting from any such disclosures. The PGA does not warrant that the functionality of the Session and/or the Website will be uninterrupted or error-free, or that any discovered defects will be corrected. The disclaimer of warranties set forth in this paragraph constitutes an essential part of this Agreement. Some states and countries do not allow exclusions of an implied warranty. Regardless of whether such limitation or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement is ultimately determined to apply to You, You understand, and expressly acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability set forth in this paragraph and elsewhere in this Agreement shall be construed as broadly as is permissible under applicable law and that the Parties shall do any and all things reasonably necessary to insure that the limitations of liability set forth in this paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, to change the applicable choice of laws applicable for dispute resolution regarding matters involving the liability of the PGA and/or the Released Parties to an applicable choice of laws that does not limit the applicability of the terms set forth in this paragraph and other limitations of liability set forth elsewhere in this Agreement. 14. Limit Of Liability. Notwithstanding, and without limiting, the limitations of liability above, You also agree that as a material condition to Your obtaining the License to access and use the Service, You agree that any and all compensation pertaining to any and all liability that might be attributable to the PGA and/or to one or more of the Released Parties that directly or indirectly results from, arises under, or is otherwise related to, Your use of the Service, including, without limitation, any action, failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, infringement, or unauthorized access to, alteration of, or other use of content, including without limitation content You provide (including without limitation, for example, scripts, treatments, ideas, etc.), any and all acts and/or omissions by the PGA, Stage 32, the Pro and/or the Moderator, any and all breaches of contract, Page 5 of 10

6 negligence, infringement of intellectual property rights, and any and all causes of action whatsoever, shall be strictly limited to the amount of the applicable Session Fee(s) paid by You, if any. Some states do not allow some or all of the limitation or exclusion of liability contemplated in this paragraph. Regardless of whether such non-allowance or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement should apply to You, You understand, and expressly acknowledge and agree that it is the express intent of the Parties hereto that the limitations of liability, including without limitation, the liquidated damages provisions set forth in this paragraph and elsewhere in this Agreement, shall be construed to be as broad as is permissible under applicable law. You further understand, and expressly acknowledge and agree that the Parties shall do any and all things reasonably required to insure that the limitations of liability and liquidated damages provisions set forth in this paragraph and elsewhere in this Agreement are valid, effective and applicable as intended, including, without limitation, if necessary, changing by mutual agreement, which is hereby provided by the Parties, the choice of law that is applicable for dispute resolution regarding matters involving liability and/or damages (such as liquidated damages and other limitations of liability) to the laws of a jurisdiction that does not limit the applicability or scope of those provisions as contemplated by this Agreement. YOU UNDERSTAND AND EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PGA OR ANY OTHER RELEASED PARTY BE LIABLE FOR ANY DAMAGES OR COSTS TO YOU OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS OR FOR ANY DAMAGES OR COSTS TO OTHERS DUE TO YOUR ACTIONS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) RELATING TO OR ARISING OUT OF ANY OF THE SERVICES PROVIDED BY THE PGA, STAGE 32, THE PRO, AND/OR THE MODERATOR, AND/OR ANY OF THEIR RESPECTIVE AGENTS, CONTRACTORS OR AFFILIATES AND/OR ARISING OUT OF THE USE OF THE SERVICE, EVEN IF THE PGA AND/OR THE RELEASED PARTIES HAVE BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE FOREGOING SENTENCE, AND OTHER LIMITATIONS OF LIABILITY IN THIS AGREEMENT REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION. 15. Express Liability Waiver and Release. You acknowledge and agree that the PGA and the Released Parties are not, and shall not be held, responsible or liable for the quality, appropriateness, accuracy, truthfulness or legality of any communication or other content that is directly or indirectly transmitted, posted, provided, received, or otherwise made available to You and/or any other Event participant, the PGA, Stage 32, any Pro, any Moderator, any speaker, any presenter or any other person providing any kind of communication directly or indirectly to You by or through the Service, including without limitation, in association with one or more Sessions. You hereby expressly agree that You agree to, and hereby do fully release, hold harmless, and covenant never to bring any legal, equitable or other action of any kind against the PGA or any other any Released Party in regard to any and all claims, damages, costs, injuries, losses, debts, obligations, fees, liabilities, demands, and expenses of every kind, including without limitation, attorneys fees, whether known, unknown, foreseen, unforeseen, patent, or latent, which You own or hold, have owned or held, or may in the future own or hold, including but not limited to those resulting from, arising from, arising under, or otherwise related in any way to: (i) one or more Sessions, (ii) Your attendance at or participation in the Event, (iii) Your use of the Service, (iv) Your payment for the Service, if any, (v) any use of Your content in association with, or related to, one or more Sessions, the Event, or any other parts of the Service provided by the PGA, Stage 32, the Pro, and/or the Moderator, including without limitation, use pertaining to Your presentation or providing of one or more or Your scripts, ideas, etc., (vi) any of Your use of the Website, and/or (vii) any breach of any of Your Page 6 of 10

7 warranties and/or other obligations set forth in this Agreement, including without limitation, any and all other claims by any person(s) and/or entity(ies) against the PGA and/or any of the Released Parties directly or indirectly regarding any content that You disclose or otherwise provide to Stage 32, the Pro and/or the Moderator, upload to the Website, and/or provide to the PGA and/or any of the Released Parties. Without limiting the foregoing, to the maximum extent permitted by law, You understand and expressly acknowledge and agree that the foregoing release and agreement not to take any action or file any claim against the PGA and all other Released Parties shall pertain to any and all injuries, losses, and damages of any kind, including compensatory, direct, incidental, consequential, punitive, and/or other damages, and any of the foregoing resulting or arising from, without limitation (a) comments, opinions, advice and/or other communications and/or subsequent actions and/or inactions by the PGA, Stage 32, and/or any Pro and/or any Moderator, (b) transmission, or failure to transmit, any part of the Session, for any reason, including but not limited to, negligence, human, or technical error, (c) actions and/or omissions, including without limitation, future actions and/or omissions, by any third-party(ies), including, without limitation the PGA, Stage 32 and/or any Pro, any Moderator, any presenter, etc., (d) any and all occurrences of one or more force majeure events, and/or (e) any cancellation, termination, suspension or material modification of the operation of the Event, a Session, or the Service in whole or in part. You further understand and expressly and knowingly release and discharge the PGA and all Released Parties from all actions, causes of action, suits, debts, agreements, promises, liabilities, demands, damages, losses and claims, known and unknown, of any and every kind whatsoever that You may now have or may ever claim to have after the signing of this Agreement. You understand and expressly agree that if any party initiates any such legal action on behalf of You or any party initiates such legal action on behalf of itself because the party has acquired a right to bring such action from You, or because of Your acts or omissions, You shall be liable for, and pay for, any and all damages, losses, liabilities, costs, penalties, and expenses, including without limitation attorneys' and experts' fees and costs, incurred in connection with such action. You understand and expressly acknowledge and agree that the waivers and releases of liability, and the promise not to bring any action against the PGA and/or any Released Party set forth in this paragraph are material inducements for the PGA to provide You with the opportunity to receive the Service contemplated by this Agreement, and that, but for such material inducements, the PGA would not have extended such offer to You or entered into this Agreement with You. You acknowledge and expressly agree that the obligations set forth in this paragraph shall also apply to any and all claims, damages and costs of any and every kind resulting from or otherwise arising under or related to any breach of warranty or other obligation set forth in any other agreement You enter into with the PGA and/or any Released Party. 16. Waiver of Section With respect to the several releases of liability set forth in this Agreement, You hereby acknowledge that You have been advised by Your attorney regarding, or that You otherwise understand the consequences of, entering into the general release and discharge of all known and unknown claims as set forth in this Agreement, and that You are familiar with the provisions of Section 1542 of the California Code, which currently provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. You hereby understand and expressly waive any and all rights or benefits provided under Section 1542 and any and all similar rights or benefits under any other federal or state statutes or laws of similar effect with respect to all releases set forth in this Agreement, and You understand and acknowledge the significance and consequence of such specific waiver of Section 1542 of the California Code. Notwithstanding the foregoing, however, nothing herein shall be construed or operate to limit any obligation, duty, warranty or other responsibility set forth in this Agreement, in any way. 17. Indemnification. You agree that You shall be personally liable for any and all breaches of this Agreement by You. To the fullest extent permitted by applicable law, You also agree to fully indemnify all the Indemnified Parties for and in regard to any and all damages, costs, and expenses, including attorneys' fees, directly, indirectly and/or consequentially resulting from, without limitation (i) any breach of this Agreement by Page 7 of 10

8 You, including from any breach of any warranty, covenant or obligation; (ii) any claims that You have infringed or any violations by You of any rights of any person or entity, including, but not limited to, any copyrights, trademark rights, name, likeness or voice rights, privacy rights, property rights, contract rights, and or any other rights; (iii) any claims of libel, slander, defamation or false light, (iv) any violation of any regulation or law; (v) any unauthorized use of any parts of the Website, Session or Event or content provided by another person or entity; (vi) any misrepresentation by You, (vii) any dispute of any kind between You and the PGA, between You and Stage 32, between You and the Pro, between You and the Moderator, and/or between You and any other presenter or participant or person affiliated with the Event, and/or (viii) any unauthorized use of the Service. The foregoing indemnification shall cover and apply to, without limitation, any and all damages resulting from any attempted or actual unauthorized, accessing, downloading, viewing, copying or distribution of the Website or any content at, in, on or associated therewith, in whole or in part, by You, alone, or with, or under the authority of, any other person(s) or entity(ies). You further understand and hereby expressly agree that You will fully indemnify all Indemnified Parties in regard to all damages, expenses and costs of any and every kind, including attorneys fees, resulting from, arising from, arising under, or otherwise related to Sessions You participate in, Your attendance at the Event, Your use of the Service, Your use of the Website, any use of Your content related to the foregoing, and/or any breach of any of Your warranties and/or other obligations set forth in this Agreement. 18. Permission To Communicate With You. You hereby expressly authorize, permit and request notices, advertisements, and other communications of any and all kinds to be sent to You from the PGA and the Released Parties, to Your address(es) and other contact points that You provide to the PGA. You understand and expressly agree that the PGA and the Released Parties shall not be under any obligation or restriction regarding the sharing, renting, licensing and/or sale of Your information to third-parties. You agree that Your request, authorization and permission to the PGA and the Released Parties to send You materials and communications shall continue to be in effect unless and until You notify the PGA via that You wish to have Your address deleted from the PGA s list, in which case, You understand and expressly acknowledge and agree that the PGA shall be obligated only to delete Your address from its list and not from the list(s) of any third-parties that have acquired Your information during the time that You have granted the PGA and the Released Parties the right to share Your address with other parties, regardless of how or when such other parties obtained Your information directly or indirectly from or through the PGA or Released Parties. At any time, You may opt out of future advertisement and promotional ings and cancel Your receipt of s, except for business communication and/or relationship s, from the PGA by clicking the unsubscribe link at the bottom of an advertisement sent to You by the PGA or by sending an cancellation request to Brian Liscek at bliscek@producersguild.org. Notwithstanding the foregoing, You agree that the PGA and the Released Parties may at all times, to the fullest extent of the law, continue to communicate with You by regarding any and all business transactions You have entered into with the PGA or the Released Parties. 19. Dispute Resolution. You understand and expressly acknowledge and agree that, notwithstanding any statute or law to the contrary, any and all claims and causes of action against the PGA or any of the other Released Parties arising out of, arising under, or related in any way to, this Agreement, the Service, including without limitation, any claims or causes of action pertaining to any Session or the Website must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action shall be forever barred. You further understand and expressly agree to (i) not ever file any action or otherwise raise any claim intended to be so barred by this paragraph, or by other paragraphs as set forth in this Agreement, and (ii) indemnify the Indemnified Parties for any and all costs, expenses and damages, including without limitation, all attorneys fees associated with any party bringing any such action or claim intended to be barred as indicated above. You agree that any and all disputes or controversies of any kind, including but not limited to any performance, duty, obligation or liability arising under or related to this Agreement, which are not first resolved informally by good faith attempts by the Parties within thirty (30) days, shall thereafter be referred to and determined by binding arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any Page 8 of 10

9 court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbitration panel with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States of America (subject to the change of choice of laws provisions of this Agreement). Notwithstanding the foregoing, any and all disputes, which the Parties cannot informally resolve, regarding the scope of issues or matter within the jurisdiction of the arbitrator, shall be resolved by a separate dispute resolution process whereby the PGA in the PGA s sole discretion shall elect the dispute to be resolved by either (1) a municipal or superior court of competent jurisdiction in Los Angeles, California or (2) a panel of three (3) new arbitrators. 20. Mutually Drafted; Negotiation Option; Not A Contract Of Adhesion. For purposes of construction and interpretation of this Agreement, both You and the PGA shall be deemed to have mutually drafted this Agreement and all parts thereof. If You would like to negotiate other terms or propose any modifications of this Agreement before providing Your signature on this Agreement, please contact Susie Casero, Director of Arbitrations and Legal Affairs at the PGA at scasero@producersguild.org. You understand and hereby expressly acknowledge that the PGA has provided You with an opportunity to propose modifications to, and otherwise negotiate, this Agreement. You also understand and hereby expressly acknowledge and agree that this Agreement is not a contract of adhesion and that, as a material inducement for PGA to enter into this Agreement with You, You hereby agree that You will not make any claim or support any action based upon the claim that this Agreement constitutes, in whole or in part, a contract of adhesion or is unfair or unconscionable in any way. 21. Miscellaneous. This Agreement supersedes all prior written and oral understandings, writings and representations, including without limitation, those, if any, involving one or more other parties. This Agreement and all disputes or controversies of any kind arising out of, arising under, or related to this Agreement, and/or arising out of, or arising under, or related to, any of the Services provided by the PGA, Stage 32, the Pro, and/or the Moderator, or to any features or functions available on, in, at, through, or in association with, or in any other way relating to, the Services and/or the Event, shall all be governed by and construed under the laws of the State of California and the United States, as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The choice of law provisions shall apply regardless of Your country of origin or from where You access the Service. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You further agree that notwithstanding any judicially or statutorily created choice of law rule that would otherwise require the application of the law of some other jurisdiction, all provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement or the rights or liabilities of the Parties hereto shall be governed solely by the substantive statutory and common law of the state of California. Notwithstanding the foregoing, the choice of laws provisions in this paragraph shall be subject to change to the extent the choice of laws must be changed to those of a jurisdiction allowing for the validity and effectiveness of the limitations of liability and liquidated damages provisions of this Agreement as contemplated and expressly agreed to and intended by the Parties. The venue for all legal disputes, controversies, and actions of any and every kind arising under or related to this Agreement shall be Los Angeles, California. Notwithstanding, and without limiting, Your express agreement to submit any and all disputes or controversies of any kind to binding arbitration, as set forth in paragraph 19, above, in case of any litigation requiring or involving any filing of a lawsuit with a court, such litigation shall be, depending on the subject matter of the dispute, under the jurisdiction of either the Municipal Court of Los Angeles, California, the Superior Court of the County of Los Angeles or the United States District Court for the Central District of California, Western Division. You hereby expressly consent and stipulate to the jurisdiction of the Courts of the State of California and the United States District Court, Central District of California, Western Division. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. You hereby acknowledge and affirm that You are sufficiently fluent in the English language to fully understand all of the provisions of this Agreement. The Parties agree that in the event that this Agreement is translated for any reason, in the event of any ambiguities or disputes resulting from such translation(s), the English version of this Agreement shall control and govern in all Page 9 of 10

10 situations. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and all other portions of this Agreement shall remain in full force and effect (i.e., if any part of this Agreement is unlawful, void or otherwise unenforceable, only that part will be deemed severable and severed, and such severance will not affect the validity and enforceability of any and all the remaining provisions). The failure by the PGA or any of the Released Parties, to enforce any of the specific provisions of this Agreement shall not constitute a waiver of, or preclude or prevent any later, further, or other, enforcement of such provision(s), or any other provision(s), and shall not waive, preclude, prevent or diminish the exercise of any other right hereunder. Nothing in this Agreement is intended by the PGA or You to create or constitute a joint or collaborative venture or partnership of any kind between You and the PGA and/or any Released Party, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and the PGA and/or any Released Party. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors, heirs, and assigns. I HEREBY ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND THAT I FULLY UNDERSTAND AND AGREE TO ALL ITS TERMS. Signature Printed Name Date Mailing Address Page 10 of 10