Bumbershoot

Terms

Terms for Materials Submission

By submitting your videos, photos, name(s), signage, art, design, labels, logos, music, special effects, images, writings, text, likenesses and/or any other material contained therein, or other creative materials (“Materials”) to One Reel (“One Reel”), its licensees, successors and assigns, for promotion of its annual event, Bumbershoot (“Bumbershoot”), you are accepting all of the terms set forth below and agree to be bound by this Agreement.

One Reel has the right to change, edit, alter or modify the Material in any manner. You will retain ownership of the Materials, but you hereby grant to One Reel an unrestricted, non-exclusive License to the Materials, as further defined in this Agreement. You understand that submissions will not be returned, and that One Reel reserves the right to destroy any submission it may receive from you. One Reel is not responsible for lost, damaged or misdirected submissions at any time.

SECTION I. NON-EXCLUSIVE, WORLDWIDE, ROYALTY FREE LICENSE

License. By submitting your Materials to One Reel in promotion of Bumbershoot, the receipt and sufficiency of good and valuable consideration is hereby acknowledged by you, it is understood that you are granting to One Reel, a non-profit corporation, organized and existing under the laws of the State of Washington, its successors, assigns, and licensees (“One Reel”), a non-exclusive, world-wide, royalty free license (“License”) to publicly display, publicly perform, distribute, and reproduce the Materials, including without limitation the further development of any concepts, stories, ideas or characters contained therein.

Promotional License. You are also giving One Reel a non-exclusive, world-wide, royalty-free license (“Promotional License”) to use excerpts (“Excerpts”) of your Materials and biographical information, in whole or in part, for advertising or promotional purposes, including, without limitation, in any manner and in all media, in any and all versions, whether now known or hereafter devised, in any and all languages throughout the universe and in perpetuity, the right of public display, public performance, reproduction, and distribution in support of Bumbershoot (and any and all works derived therefrom or ancillary thereto), as well as in other on and offline materials, including in promotion, props and/or set decoration merchandising, advertising or publicity therefore.

SECTION II. ORIGINAL IMAGES IN YOUR MATERIALS.

You warrant and represent (“Warranties and Representations”) to One Reel the following:

Unrestricted Right To Grant. You have the legal right and authority to grant the License and Promotional License to One Reel. If you are under the age of eighteen (18), you must have your parent or legal guardian submit your Materials on your behalf.

No Infringement. The rights granted to One Reel under this Agreement, including the public display, public performance, distribution, and reproduction of your Materials on One Reel, will not violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any person or entity and that your Materials will not constitute a libel or defamation of any third party.

Discharge/Payment of Obligations. All of the following have been discharged or paid or will be discharged or paid by you or persons other than One Reel:

Copyright. All claims and rights of the copyright holders, if any, in literary, dramatic, musical or other material, including stories, plays, scripts, scenarios, themes, incidents, plots, characteristics, dialogue, music, words appearing, used or recorded in your Materials.

Contracts. All obligations, of any kind, including, without limitation, those with artists and personnel, including, without limitation, name and likeness releases as well as any others required for the distribution, exhibition, performance or exploitation of your Materials.

Guild/Union/Performing Rights Society-Participation Payments. Any payments required to be made to any performing rights society or to any body or group representing authors, composers, musicians, artists, and other participants in the production of your Materials, publishers or other persons having legal or contractual rights of any kind to participate in the receipts of your Materials or to payments of any kind as a result of the distribution or exhibition of your Materials and any taxes thereon or on the payment thereof.

No Obscene, Illegal or Commercial Material. The content of your Materials must not:

i. Contain materials that are profane, disruptive, unlawful, harmful, threatening, abusive, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable in the discretion of One Reel;

ii. Impersonate any person, including but not limited to, a government official or other public person;

iii. Advertise or solicit sales for any product or service;

iv. Defame or invade the privacy rights of any person, living or deceased;

v. Infringe on any personal or proprietary right of any person or entity;

vi. Contain any trademarks, trade names, logos, or copyrighted material of any person or entity;

vii. Contain any sound, music, or other pre-recorded material that infringes upon the intellectual property rights or similar rights of any person or entity;

viii. Post, transmit, or otherwise make available any personally identifying information about any person (such as phone numbers or addresses), including the entrant;

ix. Contain any alcoholic beverages, tobacco, drug paraphernalia, firearms, or any depiction or representation thereof; or

x. Contain any material which would give rise to criminal or civil liability; which encourages conduct that constitutes a criminal offense; or which encourages or provides instructional information about illegal activities.

xi. Exploit the images of individuals under the age of eighteen (18), or in any other way violate applicable laws and regulations.

Terms of Use Agreement. You have read and agree to abide by the terms herein.

Indemnity. You agree to indemnify and hold harmless One Reel and subsidiary companies, their respective officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach by you of this Agreement, including a breach of any Warranties and Representations made by you in this Agreement.

SECTION III. DISPLAY OF MATERIALS AT SOLE THE DISCRETION OF ONE REEL

One Reel is under no obligation to display, perform, reproduce, or distribute your Materials. One Reel reserves the right to modify, add to, edit or delete some or all of the Materials at anytime without notice. Nothing in these Terms for Materials Submission shall prevent, restrict or otherwise impair One Reel from using your Materials (or portions thereof) at any time in the future.

One Reel has no obligation to notify you of receipt of your Materials, or whether your Materials will be used in support of Bumbershoot, including, without limitation, possible reproduction on the Website. No Individual or entity shall be entitled to any compensation of any kind or nature whatsoever in connection with any Materials or the use of such Materials by One Reel,

One Reel shall have full right and power to edit, translate, dub or alter, separate, mix, combine with other material, reuse and adapt any or all portions or elements of the your Materials in any way and for any purpose whatsoever, at any time, now or in the future, in any media now known or hereafter devised throughout the world in any manner whatsoever and for any purpose.

SECTION IV. DISCLAIMER & LIMITATION OF LIABILITY.

ONE REEL SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH THE SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ONE REEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD EXTEND BEYOND THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

You acknowledge that you have not relied on any statement, representation or promise of One Reel except as expressly stated in this Agreement.

Limitation of Damages. You acknowledge that, in the event of any breach by One Reel or any third party, the damage, if any, caused you thereby will not be irreparable or otherwise sufficient to entitle you to seek injunctive or other equitable relief. You acknowledge that your rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law, and you will have neither the right to rescind or terminate this agreement or any of One Reel’s rights hereunder, nor the right to enjoin the production, exhibition, or other exploitation of the Materials in support of the Bumbershoot event or any television program, motion picture or otherwise, or any subsidiary or allied rights with respect thereto, nor will you have the right to terminate your obligations hereunder by reason of such breach.

SECTION V. MISCELLANEOUS

Physical Media. Materials submitted to One Reel on physical media, regardless of form or format, will not be returned and will become the property of One Reel and may be discarded without notice. One Reel is not responsible for lost, damaged or misdirected submissions at any time.

Choice of Law and Forum. This Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of Washington applicable to contracts entered into and wholly to be performed within said state. You hereby consent to the personal jurisdiction of the State of Washington, acknowledge that venue is proper in any state or Federal court in the State of Washington, agree that any action related to this Agreement must be brought in a state or Federal court in the State of Washington, and waive any objection you may have in the future with respect to any of the foregoing. Notwithstanding the foregoing, One Reel reserves the right to commence an action in your home state in regards to this Agreement.

Severability. If any provision of this Agreement, or application thereof, shall be held invalid by a court of competent jurisdiction, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Use of “You” or “Your.” The words “you” or “your” shall also mean heirs, executors, administrators, successors, legal representatives and permitted assigns.

Printed Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Waiver. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of One Reel.

Reservation of Rights. All right, title and interest not expressly granted by One Reel are hereby expressly reserved by One Reel.

Modifications to Terms/Disqualification. One Reel reserves the right, in its sole and absolute discretion, to modify these Terms and/or to cancel, terminate, modify or suspend all or any part of the Material submission process and to select from among all eligible Materials received by One Reel up until the time of such cancellation, termination, modification or suspension, as applicable, or through any other means, or to choose not to select any participant, in One Reel’s absolute discretion. One Reel reserves the right in its sole discretion to disqualify any Individual that (i) tampers or attempts to tamper with the search process or operations; (ii) violates these Terms; or (iii) acts in an unreasonable or disruptive manner or with intent to annoy, abuse, threaten or harass any other person or entity.