Talentville, Inc. ("TVI", "we", "us" and "our") has created the internet web site www.Talentville.com ("Site") for the purpose of creating an online community of individuals dedicated to the creative arts. It is composed of various features, content, screens, designs, functions, advertising and third party links ("Content"), uploaded original creative works including screenplays, teleplays, stage plays, books and short stories, along with their respective titles, synopses and author’s notes ("Submissions"), comments, reviews and message board postings ("Member Content"), personal correspondence between two or more individuals ("Emails") and other privately maintained and restricted documents ("Snippets").
This agreement ("Submission Agreement") is a legally binding agreement between TVI and you, whether you are a registered member ("Member", or "Resident"), an approved industry professional ("Industry Member") or an unregistered visitor ("Guest"), collectively known as users ("Users").
As an integral part of the Site, Submissions are encrypted and stored in a secure, password protected database (the "Library") administered and maintained by TVI and other authorized entities contracted by TVI to develop, maintain and host the Site ("Technology Partners"). These submissions can only be accessed or otherwise read, printed or downloaded by TVI, authorized Users and Technology Partners specifically bound by TVI to protect the confidentiality and security of all Submissions.
Prior to uploading any Submissions to the Library, you agree to fully and unconditionally agree to be bound by the terms and conditions of this Submission Agreement. If you do not agree to the following terms and conditions, do not upload any Submissions to Library. Uploading any Submissions will constitute consent that you have read and fully agree to the terms contained herein.
For a Submission to qualify for inclusion in the Library, you must agree to the following:
That you are the author of the Submission or that you have legal permission from the author of the Submission to upload the submission to the Library and the Site.
That the Submission is an original creative work that does not infringe on the copyright or intellectual property of any person or entity.
That you own the rights to the Submission free and clear of any third party interests.
That you are voluntarily uploading the Submission with the full knowledge that other Users may be able to view the Submission and that TVI will be held harmless from any unlawful or infringing actions of any Users.
As part of the Submission upload process, TVI has provided Viewing Controls that you may use to restrict the ability of other Users to view your Submission in part or in whole. Prior to uploading any Submission, you acknowledge that you understand the purpose of these controls and agree that this facility is the primary security measure you have to restrict the public reading, printing and downloading of your submission.
TVI retains the right to alter or change the look, functionality or inclusion of these Viewing Controls at any time, however TVI and you agree mutually that Submissions uploaded prior to any such change shall be maintained with the settings indicated at the time of upload.
By uploading a Submission to the Library, you grant the following rights to TVI with regards to that Submission:
You acknowledge that the Site includes both a Library and a peer review and rating system ("Review Facility"), which is provided in order to provide feedback and opinions of other members which may or may not be favorable. In addition, reviews entered via the Review Facility are publicly viewable by all Users and may not aid in the marketing, option or sale of said Submission. In purchasing reviews or uploading a Submission to the Library, you agree to hold TVI harmless for the comments, opinions, reviews and ratings given by other Users. TVI agrees to investigate all claims of abuse of the Review Facility, including but not limited to the use of obscene language or defamation, plagiarized reviews and unfair reviews or ratings not submitted in good faith. TVI reserves the right to edit or delete any unacceptable review at its sole discretion.
You acknowledge that the mathematical formula that TVI uses to rate and rank submissions is confidential to TVI and constitutes a valuable TVI trade secret, and you agree that TVI has no obligation to disclose its rating and ranking system to you or any other User. You agree to accept the ranking formula and to allow the viewing of your score and site ranking as a condition of uploading a Submission to the Library and purchasing reviews of said Submission. TVI’s only obligation to you with respect to ratings and rankings is that we agree to utilize the same formula for all Submissions impartially and without individual consideration.
TVI retains the right to view, print or download, in whole and in their entirety, all Submissions uploaded to the Library without exception and regardless of the Viewing Controls indicated by you. This access is retained for the purpose of evaluating legality, potential infringement, dispute resolution (copyright and intellectual property rights, among others) and evaluation for representation, awards, prizes and other internal or promotional purposes. TVI agrees to maintain the privacy, confidentiality and security of all Submissions and will not share or otherwise distribute Submissions to any third party in any way that exceeds the Viewing Controls set by you without your express consent.
TVI may develop exclusive or non-exclusive relationships with talent agencies, management companies, production companies, producers, publishers and other related businesses ("Partners") for the purposes of promoting the submissions of our Users. You agree that, if contacted by TVI or one of its Partners, you will negotiate in good faith for the purpose of securing either an option on or sale of a Submission or for the purposes of representing you in a professional manner to the motion picture, television, theatrical or publishing industries.
You agree to inform TVI via email of any professional relationships that you develop as a result of TVI or related activities within 30 days from commencement of such relationship. This shall include representation by a talent agency or a management firm, the sale or an option on an uploaded Submission or the employment to write or create new creative works for hire by an entertainment or publishing company. You also agree that TVI has the right to promote, announce and divulge this relationship for any purpose, including for the promotion of the site, via any media sources at its discretion.
You agree that any agreement between you and any individual or organization to you are introduced through the Site shall be solely on the terms negotiated by you and the other entity and shall be done at your own risk.
TVI agrees to take reasonable efforts to individually screen and verify all Industry Members prior to their access to the Site or the Library. We also agree to occasionally and randomly contact these Industry Members to verify their continuing credentials and intentions. You acknowledge, however, that no process of verification is perfect, and it is your sole responsibility to conduct your own research and independently verify the credentials and intentions of any Industry Member who contacts you regarding your submissions or other original works.
You acknowledge that TVI and its Industry Members receive numerous creative works from a wide variety of sources and that many stories and ideas are similar and often relate to one or more common underlying themes. In consideration of this fact, you acknowledge that TVI and its Industry Members may have had access to or may have independently created materials and works which may be have a similar or identical theme, plot, idea or other element to various Submissions, and the viewing of any Submission by TVI or an Industry Member does not oblige such party in any way to the author of that Submission should they independently discover or develop a similar creative work. You further agree that TVI and its affiliates do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of your copyright or other rights in your Submissions or Member Content.
The forgoing notwithstanding, you understand that all Industry Members, prior to being granted access to the Site, have agreed to the terms attached here in respect of the Submissions and their use of the Site.
In addition, you acknowledge that some Industry Members may require you to sign a separate release form prior to their agreement to view or consider any of your creative work, and that any such agreement is entered into separate from this Agreement and constitutes an agreement that is solely between yourself and the interested Industry Member. TVI shall have no responsibility or liability in relation thereto.
You hereby acknowledge that you are familiar with Section 1542 of the Civil Code of the State of California, which section reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You hereby waive and relinquish any and all rights and benefits which you have or may have under Section 1542 of the Civil Code to the full extent that you lawfully may waive and relinquish any and all such rights and benefits.
TVI retains the right, but not the obligation, to maintain a digital copy of all Submissions and Snippets, and to maintain a printed or photocopy of same, even after such time as the Submission or Snippet is deleted by the User or the User’s membership at the Site is terminated by either party. Such retained documents shall be kept solely for archival and other legal purposes and not distributed or shared with any third party.
You acknowledge that TVI retains the right to preserve, in perpetuity, an audit trail including time and date stamps, of any and all activity by Users and Guests, including but not limited to Submission Uploads, Submission Viewings and the use of any Site Content. This information will be kept for the purposes of resolving disputes between Users, establishing timelines of User activity for legal purposes and for statistical analysis by TVI for the purpose of modifying or improving the site.
TVI, at its sole discretion, may allow you to inspect or otherwise view audit information directly related to your Submissions or Snippets, however we will only share such information with other individuals or entities as required by law, in the course of a dispute or other legal action or with your express consent.
THE INFORMATION ON THIS SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. TVI DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY THIRD PARTY USE OF YOUR LITERARY MATERIAL NOR SHALL WE BE LIABLE FOR OUR PUBLICATION OR YOUR VIEWING OF, EXPOSURE TO, OR ANY ACCESS TO ANY LITERARY OR OTHER MATERIAL CONTAINED ANYWHERE ON THE SITE, INCLUDING SUBMISSIONS. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.
UNDER NO CIRCUMSTANCES WILL TVI BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You agree to indemnify, defend and hold TVI and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, that may be asserted against or incurred by us at any time in connection with our use of your Submissions or Member Content, including without limitation those arising from any breach or alleged breach of the warranties and promises given by you herein. (MAKE SAME CHANGES TO TOU)
You agree that the laws of the State of California, without regard to conflicts of laws provisions, will govern this Agreement and any dispute that may arise between you and TVI, its employees, agents or affiliates. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
Any dispute concerning this Agreement, including, without limitation, the validity or effect of this Agreement shall be litigated in the County of Los Angeles, State of California. Both parties consent to the jurisdiction and venue of such courts, and agree not to initiate any action against the other elsewhere. At our sole election, any such dispute may be submitted to arbitration in the County of Los Angeles, State of California in accordance with the rules and regulations of the American Arbitration Association then in effect, provided that said arbitration shall be heard before a single arbitrator, selected pursuant to said rules and regulations. The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and shall be final and binding. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover from the losing party, in addition to all other relief to which it may be entitled, its costs and expenses, including, without limitation, actual attorneys' fees and the costs of expert witnesses. In the event of any dispute concerning this Agreement, your sole remedy shall be to seek damages and in no event shall you be entitled to seek injunctive or other equitable relief or undertake any legal efforts to restrict the use of the Content or Submission.