Executive Pitch Session Participation Agreement
Stage 32, LLC, the operator of Stage 32® welcomes you to Happy Writers®. This Executive Pitch Session Participation Agreement (“Agreement”) comprises the terms and conditions pertaining to Your participation in one or more pitch sessions hosted by Stage 32, LLC. The parties to this Agreement are you, the undersigned person (“You”), and Stage 32, LLC (“Company”). As used in this Agreement, the terms “Us” and “Our” are used interchangeably to refer to the Company 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 by You and the Company (collectively referred to as “Parties”) hereby agree to all of the preceding and all the following:
1. Definitions
“Fee” shall be the monetary compensation that shall be payable to You for Your participation in one or more Pitch Session(s) as the Session Pro and the Pro Perspective Video.
“Indemnified Parties” shall mean the Company, the Company's licensors (including without limitation, Black and Blue, LLC), and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, members, and users, and all of the foregoing parties’ respective, successors, successors in interest, heirs and assigns.
“Moderator” shall mean Stage 32® or Happy Writers® staff or another independent party with whom the Company has arranged to act as the Moderator for the Session(s).
“Pitch” and “pitch” shall mean a Presenter’s promotion or offering of the sale or licensing of one or more scripts, treatments or story ideas. A “Pitch” or “pitch” is not, and may not be used, treated, or interpreted, by the Presenter, Pro or Moderator as, an audition or a means to procure employment or talent representation, of any kind.
“Pitch Session” and “Session” shall interchangeably mean a live pitching session of no more than eight (8) minutes with You and a Presenter conducted via Skype® or other videoconferencing means, or via written means, whereby the Presenter will be provided with an opportunity to make a Pitch to You.
“Presenter” shall mean the person who will be providing the Pitch to You.
“Pro” shall mean You.
“Pro Perspective Video” shall mean a video recording of You answering a small number of general topic questions regarding entertainment industry arts, sciences and/or business matters that have been provided by one or more Presenters that participated in one or more of the Scheduled Sessions.
“Released Parties” shall mean the Company, the Company's licensors (including, without limitation Black and Blue, LLC), and the Company's and the Company's licensor's respective directors, officers, members, principals, employees, contractors, suppliers, advertisers, affiliates, agents, attorneys, and all of the foregoing parties' respective, successors, successors in interest, heirs and assigns, and the Moderator.
“Scheduled Session” shall mean a Pitch Session that has been scheduled by the Company to occur on a specific date and at a specific time, by prior arrangement with You, and which has been confirmed with You telephonically or by email at least twenty-four hours prior to the date of the Session.
“Service” and “Services” shall mean the services provided by the Company in relation to the Session(s), including without limitation, scheduling the Session(s), providing You and the Presenter(s) with the means to communicate during the Session(s), arranging for the Moderator’s participation in the Session(s), and the creation and distribution of the Pro Perspective Video(s).
“Website” shall mean the website at which the social forum known as “Stage 32®” is accessible at or through with a splash page accessible at http://www.stage32.com.
2. Intended Independent Contractor Relationship. It is the express intention of the Parties that Presenter shall at all times be an independent contractor. Presenter acknowledges that Presenter and not Stage 32 shall be responsible for Presenter’s worker's compensation, federal, state and payroll taxes, unemployment taxes, and other assessments, taxes and liabilities to the fullest extent permitted by law. The Parties also expressly intend that Presenter shall not be an employee, servant, or agent of Stage 32. Neither Party is, or shall be, a joint venturer, partner, or agent of the other, and neither shall make any representations, or hold itself out, to the contrary.
3. Session Participation Agreement. In exchange for payment of the Fee, You hereby agree to timely attend and participate in the Scheduled Session(s) in accordance with the terms of this Agreement. You also agree to timely attend the recording of the Pro Perspective Video(s) at a mutually agreed upon date and time. You also hereby grant the Company permission to record You, Your image, and Your voice to create, the Pro Perspective Video(s) associated with the Scheduled Session(s). You also agree to abide by the Session and Pro Perspective Video Participation Guidelines and other terms set forth in this Agreement. You hereby represent and warrant that You have the full right and authority to participate in the Scheduled Session(s) and to make the Pro Perspective Video(s) in accordance with this Agreement.
4. You Will Be Responsible For What You Say And Do. You agree that You will at all times be solely responsible for Your participation in the Scheduled Session(s) and Your other use of the Service, including, without limitation Your participation in the creation of the Pro Perspective Video(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 Presenter, 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, and fully indemnify, all of the Released Parties for, and in regard to, any and all damages, 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 and You agree not sue or bring any action against any Released Party in regard or relating to any such communications or content. You acknowledge that all communications by the Moderator are not the opinions of, or any kind of explicit or implicit communications from, or by, the Company or any of its agents. You expressly agree that neither the Company nor any of its licensors or other Released Parties shall be held responsible or liable in any way for any communications or other actions or omissions by the Moderator.
5. Session and Pro Perspective Video Participation Guidelines. You agree to use and participate in each Scheduled Session in accordance with the following guidelines:
(i) You may not to record any Session or circumvent any security-related or anti-recording system, function or feature associated with a Session or Website.
(ii) Each Session must be strictly kept to a maximum of 8 minutes.
(iii) Video conference Sessions will be effectuated via Skype® or another videoconferencing service selected by the Company. You agree to use a computer properly enabled to run Skype ® or such another videoconferencing service selected by the Company. You also acknowledge that You must use such technology on Your computer to effectuate Your participation in the Session(s).
(iv) As the Pro, You are expected to be candid and straightforward with each Presenter, and at all times engage with each Presenter courteously and professionally.
(v) If You require that the Presenter execute a release or other agreement prior to a Session, and You would like Us to present such document to the Presenter for execution prior to the Session, please provide us with the document at least three business days prior to the scheduled Session for which it is to be used.
(vi) Pro Perspective Videos will be distributed to the Participants of the Scheduled Sessions with which the Pro Perspective Videos are associated. Because of this, You may not make any references to or about any specific Presenters in Your responses to questions presented by the Presenters.
(vii) You warrant that Your participation in one or more Sessions, and Your participation in the making of the Pro Perspective Video will not defame, libel or slander any person or entity or infringe or violate any right of any person or entity. You warrant and agree that You will fully indemnify the Indemnified Parties for any and all damages resulting from any claim of infringement or violation of rights arising from Your actions in association with Your participation in one or more Sessions and/or the Pro Perspective Video.
6. No Company Obligation To Monitor Any Session. You expressly acknowledge and expressly agree that the Company, the Stage 32® trademark licensor (Black and Blue, LLC), and their respective agents, licensees, successors and assigns, 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 such policing, monitoring, control, or limitation of, communications in regard to the Session or otherwise in regard to the Service.
7. Limited License To Transmit And Use Sessions And Pro Perspective Videos In Which You Participate. You hereby grant to the Company and its Stage 32® trademark licensor, a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license (“Transmission License”) to broadcast, stream and transmit the Session to Session participants (including without limitation, You, the Presenter, and the Moderator), and to such other persons designated by the Company for technical support and quality control, and to use Your name, likeness and voice depicted or otherwise included in, or associated with, the Session (collectively “Transmission Rights”). You acknowledge and agree that the Transmission Rights include, without limitation, the grant of all rights required for the Company 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 Company to provide technical support, and for Service quality evaluation and control. The Company 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, for maintenance of quality control, and for archival purposes. You also hereby grant to the Company permission and authorization to transmit or otherwise distribute copies of recordings of the Pro Perspective Video(s) that You appear in to the Presenters that participated in the Scheduled Sessions associated with Pro Perspective Video(s), and to such other persons designated by the Company for technical support and quality control. You also hereby grant the Company the right to store one or a limited number of copies of such recordings of the Pro Perspective Video for archival purposes. The Company will not have any rights to publicly distribute the Pro Perspective Video(s) except to the Participants of the associated Session(s) as indicated above.
8. No Endorsement, Promotion Or Instruction By Company. You expressly acknowledge and agree that neither the Company nor any of its licensors, including without limitation, the Stage 32® trademark licensor, shall at any time have any obligation to endorse or promote You or any works or other content associated with You. You also acknowledge that neither the Moderator nor the Company shall be obligated to provide any instructional, coaching or representational services to the Presenter.
9. Cancellation. You acknowledge and agree that if the Event or a Session is postponed, suspended or cancelled for any reason, Company shall have no resulting liability to You.
10. Use Of The Service Is At Your Own Risk. The Service is provided by the Company AS IS. You acknowledge and agree that Your participation in one or more Sessions and the creation of each Pro Perspective Video is at Your sole risk. You hereby agree that all parts of the Service are provided without warranties of any kind, including, without limitation, warranties regarding the availability, accuracy, or content of materials, information, product or services, or warranties of merchantability, fitness for a particular purpose, title, or non-infringement of any patent rights or other rights, and Company 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., You make to the Presenter, Moderator, other Session participants, and/or Company or its agents shall at all times be at Your own and sole risk and neither Company nor any of the Released Parties shall be liable in any way for any consequence(s) resulting from any such disclosures. Company 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. You 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 Company's liability 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.
11. Limit Of Liability. You agree that any and compensation pertaining to any and all liability that might be attributable to the Company and/or one or more other Released Parties that directly or indirectly results from, arises under, or is otherwise related to, Your use of Service, including, without limitation, any 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 omissions by the Presenter and/or Moderator, any and all breaches of contract, negligence, infringement of intellectual property rights, and any and all other causes of action, shall be strictly limited to the amount of $500.00. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OTHER RELEASED PARTY BE LIABLE FOR ANY DAMAGES TO YOU OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO RECOVER DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF ANY OF THE SERVICE PROVIDED BY COMPANY AND/OR ITS AGENTS, AND/OR ARISING OUT OF THE USE OF THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE 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.
12. Express Liability Waiver and Release. You acknowledge and agree that Company is not, and shall not be held, responsible or liable for any communication or other content that is directly or indirectly transmitted, posted, provided or otherwise made available to You, any and all Presenters, any Moderator or any other person providing any kind of communication directly or indirectly to You by or through the Service, including without limitation, in, or 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 bring any legal, equitable or other action of any kind against the Company or any other any Released Party in regard to any and all claims, damage, costs, and expenses of every kind, including without limitation, attorneys fees, resulting from, arising from, arising under, or otherwise related in any way to, (i) one or more Sessions, (ii) Your participation in the creation of the Pro Perspective Video(s), (iii) Your use of the Service, or (iv) any use of Your content in association with, or related to, one or more Sessions, or any other parts of the Service. You acknowledge and agree that the foregoing release and agreement to not to take any action or file any claim against the Company and all other Released Parties shall pertain to any and all injuries, losses, and damages of every kind, including compensatory, direct, incidental, consequential, punitive, and/or other damages, and any of the foregoing resulting or arising from (a) comments, opinions, advice and other communications and subsequent actions and inactions by the 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 or omissions, including without limitation, future actions and omissions, by any third-party(ies), including, without limitation, any Presenter, etc., (d) any and all occurrences of one or more force majeure events, or (e) any cancellation, termination, suspension or material modification of the operation of a Session, or the Service in whole or in part. You further expressly and knowingly release and discharge the 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 have or may ever claim to have.
13. Waiver of Section 1542. 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 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 SETTLEMENT WITH THE DEBTOR. You hereby expressly waive any and all rights under Section 1542 and all similar rights under any other federal or state statutes or laws of similar effect with respect to releases.
14. Indemnification. You agree to fully indemnify all the Indemnified Parties for and in regard to any and all damages and expenses, including without limitation, attorneys' fees, directly, indirectly and/or consequentially resulting from Your participation in one or more Sessions, and in regard to Your participation in the making of the Pro Perspective Video.
15. Dispute Resolution. You expressly acknowledge and agree that, notwithstanding any statute or law to the contrary, any and all claims and causes of action against Company 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, or any claims relating to any Pro Perspective Video 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 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 after thirty (30) days, shall be referred to and determined by binding arbitration in Los Angeles, California, in accordance with the Commercial Rules of the American Arbitration Association.
16. Mutually Drafted Agreement. For purposes of construction and interpretation of this Agreement, both You and the Company 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 You sign this Agreement, please contact the Company at 23233 N. Pima Rd., Suite 113-148, Scottsdale, AZ 85255. You hereby expressly acknowledge that Company has provided You with an opportunity to propose modifications to, and otherwise negotiate, this Agreement. You also hereby expressly acknowledge and agree that this Agreement is not a contract of adhesion and that as a material inducement for Company to enter into this Agreement with You, You hereby agree that You will not make any claim or support any action with respect to any claim that this Agreement constitutes, in whole or in part, a contract of adhesion or is unfair or unconscionable in any way.
17. 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 Company, or to any features or functions available on, in, at, through, or in association with, or in any other way relating to, the Services, shall all be governed by and construed under the laws of the State of California and the United States. All provisions of this Agreement and all matters or controversies of any kind arising out of, or related to this Agreement 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 intended by the Parties. 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. The failure by the Company, any of the Stage 32® licensors’, or any of the foregoing parties’ assignees or successors, to enforce any of the specific provisions of this Agreement shall not comprise 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 Company or You to create or constitute a joint or collaborative venture or partnership of any kind between You and the Company, or You and any Presenter 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 Company. This Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors 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.