By Using the services of TaleFlick Inc. (“TaleFlick”) I hereby agree to the following:
I understand that this Producers Agreement (“Agreement”) governs my use of TaleFlick for purposes of considering works posted and/or curated on Taleflick (“Material”) or the purpose of future option, purchase and/or development.
1. In this Agreement:
i. “TaleFlick” means TaleFlick Inc., its parent corporation, subsidiaries and any other persons or entities controlled by, controlling or under common control with TaleFlick, Inc., either directly or indirectly.
ii. “I,” “me,” “my,” or “producer” refers to each person who has agreed to the terms this Agreement.
iii. “Material” means the written documents identified above and any concept or idea associated therewith.
iv. “Owner” means the author and/or rights holder of any Material.
2. Acceptance: By clicking to confirm acceptance and/or by reviewing any Material posted to TaleFlick, I hereby confirm acceptance to the terms of this Agreement.
3. I hereby represent and warrant that I am a professional currently working in the radio, television, motion picture, digital, advertising or other related media.
4. I agree that my use of Taleflick shall be solely for the purpose of evaluating the value of Material for option or purchase in order to further develop the Material into an Audiovisual production (each a “Production”).
5. I agree that I will not contact any Owner without first contacting TaleFlick and agreeing to its terms in writing, including, without limitation that TaleFlick shall receive an amount equal to five percent (5%) of the gross purchase price of any Material including any bonus payments and an amount equal to two and one-half percent (2.5%) of the net profits derived from any Production based on any Material that I option and/or purchase, with the same definition of net profits that I receive.
6. I further agree that if I contact any Owner in violation of paragraph 5 above that I will cause TaleFlick to suffer a loss in revenue based on its business model and that I will be liable to TaleFlick for damages including TaleFlick’s outside attorneys’ fees.
7. I am at least eighteen (18) years old. I am legally competent to enter into this Agreement.
8. Except as otherwise provided herein, I hereby release TaleFlick and its affiliates, employees, representatives and advisors (collectively, the “TaleFlick Representatives”) from any and all claims, demands and liabilities that may arise in relation to my use of any Material. Furthermore, I shall indemnify and hold TaleFlick and the TaleFlick Representatives harmless from and against any liabilities, losses, claims, demands, costs or expenses (including, without limitation, reasonable attorneys’ fees and court costs) incurred at any time in connection with my use of any Material or in connection with any breach or alleged breach of any of the representations, warranties or agreements contained herein, including without limitation any liability for lost profits or any special, consequential or incidental damages by any party claiming against it (including without limitation damages for lost reputation, loss of credit, or value of credit). TaleFlick shall have no obligation to pay for any of my losses or costs, including without limitation my attorneys’ costs or fees, incurred in any action related to the Material. In the event of any dispute concerning the Material or this Agreement, my sole remedy shall be to seek damages (subject to the limitations above), and in no event shall I be entitled to seek injunctive or other equitable relief or undertake any legal efforts or restrict TaleFlick’s right to use any Material.
9. TaleFlick makes no warranty, guarantee or promise regarding any Material or the availability of the rights contained therein. TaleFlick strongly encourages Producer to conduct its own investigation into the chain of title to any Material Producer wishes to option or purchase.
10. I must give TaleFlick written notice by certified or registered mail at TaleFlick’s address, which is 17328 Ventura Blvd, Suite 136, Encino, California, 91316, USA, (or at such other address as TaleFlick may direct) of any claim arising in connection with this Agreement or my option and/or purchase of any Material within the period of time prescribed by the applicable statute of limitations, but in no event more than ten calendar days after I acquire knowledge of such claim, or if it be sooner, within ten calendar days after I acquire knowledge of facts sufficient to put me on notice of any such claim. My failure to give TaleFlick written notice will be deemed an irrevocable waiver of any rights that I might otherwise have with respect to any such claim.
11. I agree that any controversy or claim arising out of or relating to this Agreement or any breach of it (“Dispute”) or otherwise in connection with the Material, shall be settled by expedited arbitration according to the rules then prevailing of JAMS, unless the parties are able to arrive at a mutually satisfactory resolution of any such controversy by agreement. The arbitrator shall have the powers with respect to discovery of a Judge of the Superior Court of the State of California pursuant to California Code of Civil Procedure Sections 22016 et seq. The arbitrator(s) shall set forth in writing their findings of fact and conclusions of law and shall render their award based thereon. Upon application by either party to a court for an order confirming, modifying or vacating the award, the court shall have the power to review (a) whether the findings of fact rendered by the arbitrator(s) are supported by substantial evidence and (b) whether, as a matter of law based on such findings of fact, the award should be confirmed, modified or vacated. Upon such determination judgment shall be entered in favor of either party consistent therewith.
12. I agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between TaleFlick and me.
13. TaleFlick may assign its rights under this Agreement, in whole or in part, in any manner and to any person, corporation or entity that it shall determine.
14. This Agreement is complete in its entirety, and I have read and understood it. No statements or representations have been made to me, orally or in writing, except those stated in this Agreement. This Agreement may only be modified by a written agreement signed by TaleFlick and myself. If any provision of this Agreement is deemed void or unenforceable, such provision shall be omitted, and this Agreement with such provision omitted shall remain in full force and effect.
I understand that this Agreement establishes important legal rights and obligations. I have read this Agreement carefully and by continuing to use this site I acknowledge that I understand its terms and agree to those terms.