THIS AGREEMENT GIVES US RIGHTS IN CONTENT YOU CONTRIBUTE TO SUNSET PICTURES.

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PLEASE READ IT CAREFULLY.

 

This Agreement is a binding agreement between the Sunset Pictures Company / SCA, Inc. ("Sunset", "we" or "us") and you or, if applicable, the individual, company or other legal entity you represent ("you"). It sets forth our rights in any screenplay, video or other content that you contribute to the Sunset Pictures crowd sourced movie and episodic series development service ("Sunset Pictures") using a content contribution tool we provide on Sunset Pictures ("Content"). "Content" does not include and this Agreement does not cover comments and reviews you contribute to Sunset Pictures or other materials you contribute by any means other than use of a content contribution tool we provide on Sunset Pictures (any such reviews, comments and other materials, "Other Materials"). Our rights to use Other Materials are set forth in the Sunset Pictures Account Agreement (the "Account Agreement"), which also contains limitations of liability, governing law and other provisions relevant to all of your activities on Sunset Pictures, including your activities under this Agreement.

 

We've structured this Agreement to include a main agreement and an Option Agreement attached as Addendum A ("Option Agreement"), which follows the format of traditional motion picture option agreements in the U.S. movie and television industry. We've done this so that the Option Agreement can stand on its own and can be assigned to a studio or production company that wants to produce a movie or episodic series based on your contribution. We realize that this structure makes the Agreement longer and gives you more to review, but we expect that having the Option Agreement in a format familiar to studios will make it easier for us to get your property produced. The option you grant us under the Option Agreement is referred to in this Agreement as the "Option."

 

1. Acceptance.

You accept the terms of this Agreement by clicking to confirm acceptance or by contributing Content to Sunset Pictures. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you must not confirm acceptance and you may not contribute Content to Sunset Pictures.

 

2. Purpose of Agreement and Important Transfers of Rights.

In this Agreement, you grant us extensive rights to use, modify and distribute Content in exchange for possible exposure on Sunset Pictures. Given the importance of the rights you grant to us under this Agreement, you should read it carefully and make sure that you fully understand and agree to its terms before contributing Content to Sunset Pictures. The specific rights you grant to us depend on whether your Content is an "Original Property" or a "Revision" and, if it is an Original Property, whether you submit it to us for private review as a "Private Review Original Property" or for public review as a "Public Review Original Property":

 

- An "Original Property" is content, like an original screenplay, that is wholly new to Sunset Pictures when it is contributed and is not based on any content already on Sunset Pictures at the time it is contributed. Original Properties form the basis for "Projects" on Sunset Pictures. An Original Property can be based on or contain elements of a public domain work, but that work must be public domain in all countries, worldwide and only your original contributions (like new dialogue you create) will be considered your Original Property, not any element from the public domain work. An Original Property you contribute to Sunset Pictures includes all elements of Content you later contribute to Sunset Pictures based on the Original Property, that are original to you and are wholly new to Sunset Pictures when you contribute them.

 

- A "Revision" is any content contributed to Sunset Pictures that is not an Original Property, such as content contributed to Sunset Pictures that is based on or is a revision of an Original Property, like a movie you've created based on an original screenplay someone else contributed as an Original Property or a script you've written for an episode in a series, where the idea for the original series was contributed by someone else as an Original Property. At the risk of stating the obvious, a revision to a Revision is a Revision. However, elements of Content you contribute to your own Original Property that are original to you and wholly new to Sunset Pictures when you contribute them become part of your Original Property and do not constitute Revisions.

 

- A "Private Review Original Property" is an Original Property you submit to us for private review using a tool we provide to you on Sunset Pictures for doing so. Private Review Original Properties are not publically displayed on Sunset Pictures. Private Review Original Properties can become Public Review Original Properties as provided immediately below.

 

- A "Public Review Original Property" is: (i) an Original Property you submit to us for public review on Sunset Pictures using a tool we provide to you on Sunset Pictures for doing so; (ii) a Private Review Original Property with respect to which we extend or exercise the Option, in accordance with the terms of the Option Agreement; and (iii) a Private Review Original Property that you convert into a Public Review Original using a tool we provide on Sunset Pictures for doing so.

 

If your Content is an Original Property, you grant us a limited set of rights to use the Original Property, as provided below, and also grant us an option to acquire all rights to the Original Property through exercise of the Option.

 

If your Content is a Revision, you grant us all rights to the Revision forever and you retain no rights to the Revision.

 

The reason for the difference in rights we obtain in Original Properties and rights we obtain in Revisions is that there is only one Original Property for each Project on Sunset Pictures but there's no limit to the number of Revisions for each Project, and it would just be too complicated to divide up rights between contributors of Revisions.

 

3. Authority to Enter Into this Agreement.

In order for Sunset Pictures to function well, it's crucial that you have the right to enter into this Agreement and to grant us all of the rights described in this Agreement:

 

3.1 You represent and warrant that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online (without exchange of paper), have the full right, power and authority to enter into and comply with your obligations under this Agreement and are not a national or legal permanent resident of any of the following countries: Burma, Cuba, Iran, North Korea, Sudan, or Syria.

 

3.2 You acknowledge that your activities on Sunset Pictures, including those under this Agreement, are subject to the terms of the Account Agreement and you represent and warrant that you are in compliance with the terms of the Account Agreement.

 

3.3. If you contribute an Original Property to Sunset Pictures, you represent and warrant that you are legally entitled to do so because:

 

3.3.1 you are the sole author or creator of the Original Property (for example, you are contributing an original screenplay you have written completely on your own); or

 

3.3.2 you are the sole holder of rights in the Original Property because all rights in the Original Property have been assigned or transferred to you (for example, you are contributing a movie you created and all talent who helped you create the movie assigned all their rights to you); or

 

3.3.3 you are one of two or more co-creators of an Original Property (for instance, a co-written screenplay, or an episodic series for which you wrote the script and someone else prepared character designs) that you and your co-creators own together (a "Co-Created Property") and all of the other co-owners have opened their own Sunset Pictures accounts and have entered, or will enter, into the Development Agreement to contribute the Original Property to Sunset Pictures using the mechanism we provide for doing so on Sunset Pictures.

 

3.4 If you contribute a Revision to Sunset Pictures, you represent and warrant that you are legally entitled to do so because:

 

3.4.1 you are the sole author or creator of all portions of the Revision other than content already available on Sunset Pictures as part of the Original Property or Revision you are revising at the time of your contribution (for example, you are contributing a revised screenplay that you prepared entirely on your own based on an Original Property available from Sunset Pictures); or

 

3.4.2 you are the sole holder of rights in all portions of the Revision other than Content already available on Sunset Pictures at the time of your contribution because all those rights in the Revision have been assigned or transferred to you (e.g., you are contributing a movie that you created based on an Original Property and all talent who helped you create the movie assigned all their rights to you); or

 

3.4.3 you are one of two or more co-creators of a Co-Created Property and all of the other co-owners have opened their own Sunset Pictures accounts and have entered, or will enter, into the Development Agreement to contribute the Revision using the mechanism we provide for doing so on Sunset Pictures.

 

3.5 If your Content is a Co-Created Property:

 

3.5.1 You represent and warrant that you have used the mechanism that we've provided for contributing Co-Created Properties and have identified all other co-owners of the Original Property using the mechanism. (Note that the mechanism is for screenplays and certain other Content for which we choose to provide the mechanism, but not for movies. In order to contribute a movie, you must hold all rights in the movie yourself.);

 

3.5.2 You and the co-owners of the Co-Created Property will each be fully and individually responsible for all obligations set forth in this Agreement and all representations and warranties in this Agreement, just as you would be under this Agreement if you held all rights in the Co-Created Property entirely by yourself. In legal terms, you and the co-owners are jointly and severally liable; and

 

3.5.3 If we owe any compensation under this Agreement or the Option Agreement with respect to the Co-Created Property, we will pay the compensation only once and will split the compensation evenly between you and the other co-owners of the Original Property identified using the mechanism we've provided (as opposed to paying the full compensation to each of you). For example, if we decide to pay US$10,000 under the Option Agreement to extend our option on the Co-Created Property, we will divide the US$10,000 and pay an equal portion of it out to you and each co-owner.

 

4. Representations, Warranties and Covenants. You further represent and warrant the following with respect to any Original Property you contribute and all portions of a Revision you contribute (other than content already available on Sunset Pictures as part of the Original Property or Revision you are revising at the time of your contribution):

 

4.1 you have obtained all rights of publicity to any cast members or other individuals appearing in your Content;

 

4.2 you have obtained all rights necessary to use any music in your Content and are in compliance with all licenses to use the music in your Content;

 

4.3 you have obtained all rights necessary to use the locations or premises in your Content;

 

4.4 you have obtained all rights necessary to use any images or footage recognizable in your Content and are in compliance with all licenses to use such images and footage;

 

4.5 neither your Content nor the exercise of the rights you grant in this Agreement will infringe or violate any copyrights, contract rights, rights of privacy or other rights of any person or defame any person;

 

4.6 if your Content is based in whole or in part on the life of any real person, you will identify that during the upload process using the means we provide for doing so;

 

4.7 our exercise of the rights you grant under this Agreement will not give rise to any obligation to pay you or any third party any royalty or other payment other than the payments that we expressly agree to provide to you under Sections 9 and 15 of this Agreement or under the Option Agreement;

 

4.8 if your Content is appropriate only for viewers 17 and older, you will identify the Content as "17+" during the upload process;

 

4.9 your Content is free and clear of any pending or threatened litigation; and

 

4.10 your Content complies with this Agreement, the Conditions of Use posted on Sunset Pictures ("Conditions of Use") and the Participation Guidelines posted on Sunset Pictures ("Participation Guidelines"), as well as theOfficial Rules posted on Sunset Pictures governing any contest in which you enter the Content ("Official Rules").

 

5. Execution of Further Agreements.

Protection of rights sometimes requires formal filings of paper documents and it may be helpful to us to have physical signed versions of this Agreement, the Option Agreement or other documents. To help us with that, you agree to sign and deliver to us any further documents we may request to confirm your grant of rights, following any instructions we provide for notarization or other formal confirmation of your signature ("Additional Documents"). Examples of Additional Documents you agree to provide are a Short Form Option for Original Properties and a Short Form Assignment for Revisions and Original Properties, each in the forms attached to the Option Agreement below. If you do not complete and return Additional Documents within 5 business days after our request, you agree that we can sign the Additional Documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the Additional Documents and record the Additional Documents in the U.S. Copyright Office or elsewhere. In legal terms, your appointment is a power coupled with an interest.

 

6. Grant of Rights from You to Sunset for Original Properties.

 

6.1. Private Review Original Properties. The following provisions apply to any Original Property you submit to Sunset Pictures as a Private Review Original Property:

 

6.1.1. Review and Option Consideration Period. Your submission will be subject to review by us during a review and Option consideration period (the "Private Review Option Consideration Period"). The Private Review Option Consideration Period will start on the date you first submit your Original Property, even if your submission is incomplete for some reason (for instance if the submission tool we provide requires that you submit more than one item of Content in order to start a Project and you haven't yet submitted all items (e.g., if we ask you to submit a pilot episode and a series "mini-bible" in order to submit an episodic series and you haven't yet submitted the mini-bible)) and will continue for a period of 45 days after your submission is complete in all respects (including full compliance with requirements for submission of a Co-Created Original Property) (the "Submission Completion Date"). The Private Review Option Consideration Period will be extended (if it has not yet ended) or be renewed (if it has ended) should you (or any Co-Creator, if your Original Property is a Co-Created Original Property) submit a revision to your Original Property after the Submission Completion Date using a mechanism we provide for doing so on Sunset Pictures. The period of the extension or renewal will be 45 days from the Submission Completion Date for the revision.

6.1.2. Our Rights During the Private Review Option Consideration Period. During the Private Review Option Consideration Period, you grant us the right to: (a) review and consider your Original Property for purposes of determining whether to either extend the Option or exercise the Option (as permitted under the Option Agreement) and, in connection therewith, share the Original Property with our subcontractors engaged in review and, together with our subcontractors, annotate, edit and revise your Original Property; and (b) prepare a description of your Original Property and include it (or any description that you provide) and, if we choose to do so, the title of your Original Property, in a game or other functionality on or off Sunset Pictures that solicits audience feedback, for example by including it in the "Premise Wars" game we currently present on Sunset Pictures.

 

6.2. Public Review Original Properties. The following provisions apply to any Public Review Original Property:

 

6.2.1. Review and Option Consideration Period and Community Development Period. Your submission will start two periods: a review and Option consideration period (the "Public Review Option Consideration Period") and a community development period (the "Community Development Period"). Both periods will start on the date you first submit your Original Property, even if your submission is incomplete for some reason (for instance if the submission tool we provide requires that you submit more than one item of Content in order to start a Project and you haven't yet submitted all items (e.g., if we ask you to submit a pilot episode and a series "mini-bible" in order to submit an episodic series and you haven't yet submitted the mini-bible)) and will continue for a period of 45 days after the Submission Completion Date. The initial 45 day Public Review Option Consideration Period will be extended (if it has not yet ended) or be renewed (if it has ended) should you (or any Co-Creator, if your Original Property is a Co-Created Original Property) submit a revision to your Original Property after the Submission Completion Date using a mechanism we provide for doing so on Sunset Pictures, or if any third party submits a Revision to your Original Property at any time during which your Original Property remains available for community development on Sunset Pictures. The period of the extension or renewal of the Public Review Option Consideration Period will be 45 days from the Submission Completion Date for the revision you or a Co-Creator submit or for the Revision the third party submits, as applicable. After the initial 45 day Public Review Option Consideration Period, unless we have extended or exercised the Option, you may choose to either leave your Original Property up and available for further community development on Sunset Pictures (although we may choose to remove it at any time) or to remove it from further community development on Sunset Pictures. The Community Development Period will continue unless and until either you have removed it from further community development on Sunset Pictures using a tool we have provided to you to do so, or we have chosen to remove it.

 

6.2.2. Our Rights to Extend or Exercise the Option During the Public Review Option Consideration Period.We may extend the Option or exercise the Option at any time during the Public Review Option Consideration Period, in accordance with the terms of the Option Agreement.

 

6.2.3. Our Rights to Create New Works During the Community Development Period. During the Community Development Period, you grant us a worldwide, royalty-free, non-terminable, sub-licensable, transferable right, to copy, use, edit, add to, modify and otherwise alter your Original Property to create, develop and produce derivative works based on the Original Property in the form of treatments, screenplays, writer's pitches, trailers, videos and other written, audio or audiovisual works (each a "Derivative Work").

 

6.2.4. Our Rights to Distribute Your Original Property and Derivative Works During the Community Development Period. During the Community Development Period, you grant us a worldwide, royalty-free (except as specifically provided in Sections 9 and 15 below), non-terminable, sub-licensable, transferable right to:

 

a. copy, transfer, stream, make available for download and otherwise distribute your Original Property and all Derivative Works on Sunset Pictures, on SunsetFilmEntertainment.com, and on any distribution service branded Sunset or operated by Sunset or its affiliates, including, without limitation, on studios. SunsetFilmEntertainment.com and via any other website, application, widget, or online point of presence through which Sunset Pictures or SunsetFilmEntertainment.com may be made available, in any and all media, formats and modes now known or later invented, including, without limitation, via all online and digital formats, and to condense, reformat, edit, translate, add subtitles, audio and credits to and make other distribution-related modifications to your Original Property and Derivative Works as we desire to facilitate such distribution. Notwithstanding the forgoing, we agree that, unless we exercise the Option, you do not grant us a right to sell or rent your Original Property or Derivative Works for a fee on an á la carte video on demand service, such as Sunset Instant Video (although you do give us the right to include your Original Property and Derivative Works in an ad supported digital video service as well as in a subscription based video on demand service, such Sunset Prime Instant Video, and in an á la carte rental or sell through video on demand service, as long as we do not charge a fee for the rental or sale);

 

b. conduct test screenings of the Public Review Original Property and all Derivative Works created during the Onsite Period in theaters, but only if we don't charge admission and we conduct the screenings for purposes of evaluating responses to the Public Review Original Property or any Derivative Work;

 

c. make, publish and distribute physical comic books based on your Public Review Original Property and any Derivative Works, but only without charge and only for purposes of evaluating consumer response to your Public Review Original Property; and

 

d. prepare a description of your Public Review Original Property and include it (or any description that you provide) and, if we choose to do so, the title of your Public Review Original Property, in a game or other functionality on or off Sunset Pictures that solicits audience feedback, for example by including it in the "Premise Wars" game we currently present on Sunset Pictures.

 

6.2.5. Our Rights to Distribute Clips From Your Original Property and Derivative Works During and After the Community Development Period. During and after the Community Development Period, you grant us a worldwide, royalty-free (except as specifically provided in Sections 9 and 15 below), non-terminable, sub-licensable, transferable, right, for the term of applicable copyright, to make clips from the Original Property and Derivative Works of up to 10 minutes in length and distribute the clips in all media and formats, now known or later invented.

 

6.3. Non-Derived Elements. You acknowledge that Revisions may include elements that are Derivative Works of an Original Property and elements that are not, such as elements that are original to the creator of the Revision or are derived from or based on another source property ("Non-Derived Elements"). As between you and us, we will solely own all rights in the Non-Derived Elements and have the complete and unfettered right to exploit them in any way we see fit.

 

6.4. Limitations on Your Rights During any Private Review Option Consideration Period and any Community Development Period.

 

6.4.1. During any Private Review Option Consideration Period, you agree not to use your Original Property or license or otherwise transfer rights in your Original Property in any way except in accordance with the following reservation of rights: You may personally revise your Original Property and personally produce Derivative Works from your Original Property, but you agree that each of those revisions and Derivative Works become part of your Original Property (the "New Content Creation Rights").

 

6.4.2. During any Community Development Period, you agree not to use your Original Property or license or otherwise transfer rights in your Original Property in any way except by exercising the New Content Creation Rights or doing the following:

 

a. Trailers. You may create a video trailer for your Original Property of up to six minutes in length or a video of up to six minutes in length in which you "pitch" your Original Property (which we encourage you to do), and we authorize you to distribute the trailer or pitch wherever you like, unless and until we ask you to stop doing so, provided you include a link that takes viewers interested in your Original Property to the Sunset Pictures page for the Original Property.

 

b. Festivals and Contests. You may enter a script, movie, show or other video you contribute as an Original Property into a festival or other contest so long as you do not, in doing so, give up any rights to the Original Property that conflict with the rights you grant to us in this Agreement. You should carefully review the rules for all contests and competitions in which you plan to submit Original Properties to ensure they do not conflict with any of your obligations in this Agreement.

 

6.5. Grant of Rights from Sunset to You in Revisions. If we don't exercise our Option, we grant to you a non-exclusive right, after the date on which you remove your Public Review Original Property from Sunset Pictures using a tool we provide you to do so, to use any new ideas, characters, plot lines, story concepts and dialogue included in Revisions to your Public Review Original Property, but solely for purposes of creating, distributing, producing and releasing movies or shows based on your Public Review Original Property or otherwise exploiting your Public Review Original Property. We grant this license to you only to the extent of the rights we have (we cannot grant any rights that may be held by any other Sunset Pictures participant)and without any warranties or any assurances of any kind. In legal terms, our grant of rights to you is on a "quit claim" basis, and you irrevocably and forever waive any legal claim against us that you may have under any theory of law in any territory with respect to your use of any Revision. If you exercise your rights to use Revisions based on your Public Review Original Property, your exercise will be subject to the following obligation: If you sublicense the rights we grant you in Revisions to any third party, you must advise that third party of the basis on which you have the rights (i.e., on a quit claim basis from Sunset Pictures).

 

7. Grant of Rights from You to Sunset for Revisions and Other Content. You irrevocably assign to us all right, title, and interest in and to your Revision worldwide for the term of copyright protection in your Revision. You acknowledge that your assignment gives us the exclusive right to use your Revision in any manner we choose, worldwide, during the entire term of copyright protection accorded to your Revision, in all formats and all media now known or later invented and to permit third parties to make any use of your Revision we deem appropriate, on and off of Sunset Pictures, and leaves you with no right to use the Revision. If you contribute Content that does not qualify as an Original Property or as a Revision, you grant us the same exclusive rights to that Content as you would grant to us if the Content qualified as a Revision.

 

8. Right of Publicity. If you contribute a Public Review Original Property or a Revision, you grant to us the right to use your name, biographical information, photograph, video or likeness and the names, biographical information, photographs, videos and likenesses of all individuals that appear or are credited in that Content, worldwide and in any manner and medium now or hereafter devised, for any purpose in connection with your participation in Sunset Pictures or the display, use, or exploitation of your Content, without additional compensation, notification or permission.

 

9. Consideration; Rental and Lending Rights. You agree that the consideration provided for in this Agreement is full and adequate compensation for any right to which you may be or become entitled to with respect to your Content (including any rental or lending rights to your Content and other products derived from your Content). In addition, if you are submitting your Content for review in any contest offered by us, you acknowledge that you are not in any way relying on the contest as consideration for your submission of Content. If any specific compensation is legally required with respect to rental, lending or other rights, you agree that your grant of rights in this Agreement is nevertheless fully effective and we will pay you the minimum compensation legally required, or, at our request, you will negotiate in good faith with us to determine the compensation legally required. We will credit any amounts we pay you against any specific payments legally required to the extent permitted.

 

10. Waiver of Moral Rights. To the full extent allowed under any applicable law, you hereby irrevocably waive any moral rights in any Content that you contribute. You also agree not to assert any moral rights in any Content against Sunset. The waiver and obligations made by you under this paragraph are made for the benefit of Sunset, its licensees, its sublicensees, its distributors, its producers, any parties to which Sunset assigns any of its rights hereunder, and its and their affiliates and any other user of Sunset Pictures. If, under any applicable law, the above waiver or assignment of moral rights is not effective, you acknowledge that once you put your Content on Sunset Pictures, it will be available to be freely revised, edited and modified by us or any other Sunset Pictures participants without any credit obligation, that you intend for your Content to be used in this way, and that this form of use will not be contrary to your moral rights.

 

11. Effect of Removal. You acknowledge that, to the extent we provide you a tool to remove your Original Property from Sunset Pictures, that tool will serve to remove your Original Property project page from Sunset Pictures, but will not ensure that elements of your Original Property that may have been incorporated into Revisions, Derivative Works and other properties submitted to Sunset Pictures will also be removed from Sunset Pictures. Also, removal of your Original Property from Sunset Pictures will be subject to any rights that we have in your Original Property that continue after the Community Development Period.

 

12. Similar Content. Given the open nature of Sunset Pictures, Sunset Pictures participants may develop and contribute scripts, movies, shows and videos that are similar to each other. In order to prevent legal claims that could be disruptive to Sunset Pictures participants and impede the ability of Sunset Pictures scripts, movies, shows and videos to be developed and released, you agree to irrevocably and forever waive any legal claim you may have under any theory of law in any territory, including, without limitation, copyright infringement or breach of implied in fact contract (idea submission), that your rights were infringed due to any similarity between your Content and any other content that is or may become available on Sunset Pictures, unless there is substantial similarity of protectable expression under United States copyright law between your Content and the other content and the other content includes a verbatim copy of a material portion of your script or other written material, if your Content is a script or other written material, or a re-use of a material portion of footage from your movie, show or other video if your Content is a movie, show or other video. Note that the Account Agreement includes additional waivers of claims related to Content that apply to the Sunset Parties, as defined in Section 22.3 below.

 

13. No Obligation to Make Available or Use. We have no obligation to make any Content available on Sunset Pictures or to otherwise use it in any way. If we make any Content available on Sunset Pictures or otherwise commence exploitation, we may remove it from Sunset Pictures and cease further exploitation at any time in our sole discretion.

 

14. Classifying Content. When you contribute Content, we will ask you to classify the Content as either an Original Property or a Revision. You agree to classify your Content correctly. When you classify any Content that you contribute as a Revision, your Content will be deemed a Revision for all purposes under this Agreement. When you classify your Content as an Original Property, your classification will not be determinative and your Content will only be deemed an Original Property if it is, in fact, an Original Property. We reserve the right to indicate the correct classification for Content but have no obligation to review or correct classification of content and our failure to notify you of your misclassification will not constitute our agreement that you have correctly classified your content. You waive any claims against us based on incorrect classification of Content by you or any other Sunset Pictures participant.

 

15. Compensation. Except as specifically provided in Section 9 above, you will have no right to compensation in connection with the exploitation of rights you grant under this Agreement unless your Content is an Original Property and we exercise the Option, in which case you will be entitled to the payments set forth in the Option Agreement.

 

16. No Limitation of Rights. Nothing in this Agreement in any way limits any fair use or other right Sunset may have to use the Content in the absence of this Agreement.

 

17. Cumulative Rights. All rights you grant under this Agreement are cumulative and we may exercise or refrain from exercising any one or more of them separately from, simultaneously and/or in connection with any other rights you grant us or with any rights we obtain from other sources. In addition, if any assignment or grant of exclusive rights you make to us is deemed invalid or to be less than exclusive, we will, nonetheless, have a non-exclusive license to use the Content as authorized in this Agreement to the fullest extent permissible under law.

 

18. Publicity Restriction. You agree not to issue or authorize any press releases, public announcements or other publicity in connection with this Agreement without our prior written consent, except as authorized on Sunset Pictures or in incidental remarks in personal publicity.

 

19. No Guild Jurisdiction. Sunset is not a signatory to any agreement with a collective bargaining organization, including, without limitation, the Writers Guild of America Minimum Basic Agreement or the Directors Guild of America Basic Agreement, and none of the activity conducted in connection with this Agreement is subject to the jurisdiction of any collective bargaining organization.

 

20. Credit Determinations. We may provide credit guidance to Sunset Pictures participants, but we are not responsible for any credits assigned by Sunset Pictures participants in connection with their creation and submission of Original Properties or Revisions. The Option Agreement sets forth our obligations with respect to providing credits for Original Properties that we acquire by exercising the Option. Other than as set forth in the Option Agreement, we and any party to whom we assign or transfer rights you grant to us under this Agreement may accord credits or determine not to accord credits as we determine or it deems appropriate, in our or its sole discretion, and you forever waive any claim against any party, including, but not limited to any guild or other credit determination organization that may be involved in determining credits in connection with any exploitation of the rights you grant under this Agreement. Without limiting any other rights and remedies of Sunset or any such parties, you agree that, should you bring a claim based on credit determination notwithstanding the waiver in the proceeding sentence, that the party against whom you bring the claim will be entitled to recover reasonable attorneys' fees and costs of defense from you.

 

21. Confidentiality. You agree that any non-public information related to your Content that we communicate to you is confidential and that you will restrict the communication of the information to your employees and business associates who (a) have a legitimate business need to know the data, and (b) are subject to a duty not to disclose the information. You may, however, disclose information as required to comply with applicable law provided that you: (x) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy, (y) disclose only the information required to be disclosed, and (z) use reasonable efforts to obtain confidential treatment for any information you disclose.

 

22. Miscellaneous

 

22.1. Affiliates. All rights you grant to us may be exercised by us or by any of our affiliates, subcontractors or sublicensees.

 

22.2. Assignment. We may assign any or all of our rights or obligations under this Agreement to any party, and the assignment will be deemed a novation under law forever releasing Sunset from any and all obligations and liabilities under this Agreement. Without limiting the assignability of any other provision in this Agreement, Sunset is entitled to separately assign the Option Agreement to any third party.

 

22.3. No Responsibility for Third-Party Actions. You acknowledge that, once uploaded to Sunset Pictures, your Public Review Original Property or Revision is freely available for download without copy protection and is fully available for revision by other users of the Sunset Pictures. In no event will Sunset or any of its licensees, its sublicensees, its distributors, its producers, any party to which it assigns any of its rights hereunder, or its or their affiliates, successors or assigns, or any of their directors, officers, members, shareholders, employees, associates, agents or representatives (collectively, the "Sunset Parties") be responsible for any reproduction, display, modification, or use of your Content or any portion thereof by you or any third party.

 

22.4. Set-off. We may, in our sole discretion, set-off or withhold any amounts payable to you hereunder against (a) any amounts payable by you to us under this Agreement, or (b) any royalties owed to any third parties with respect to the exercise of the rights you grant under this Agreement.

 

22.5. Responsibility for Taxes. All taxes associated with any payment to you under this Agreement are your sole responsibility. All payments to you are subject to the express requirement that you submit to us all documents requested by us to permit compliance with all applicable state, federal, local and foreign (including provincial) tax reporting and withholding requirements. You are responsible for ensuring that the tax documents submitted to us comply with all applicable tax laws and requirements.

 

22.6. No Rescission or Injunctive Relief. All rights granted to us under this Agreement are irrevocably vested (including, without limitation, for the full term of copyright protection everywhere in the world and any renewals thereof). No breach by us will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to the Content or any other works created pursuant to the rights granted hereunder or their exploitation, and you acknowledge that your remedy of money damages is adequate.

 

22.7. Remedies and Interpretation. All remedies will be cumulative and pursuit of any one will not waive any other. Captions and headings are for convenience only and will not be used to construe meaning.