Dark Matter

  Media

© 2018 by Dark Matter Media LLC

 
where creatives control

Account Agreement

 

PLEASE READ CAREFULLY - THIS IS A BINDING CONTRACT

 

This Dark Matter Account Agreement (“Agreement”) is a binding agreement between Dark Matter Media LLC (“Dark Matter”, “we” or “us”), which operates darkmattermedia.com and the Dark Matter screenplay competition submission platform (collectively, the “Website”) and you or, if applicable, the company or other legal entity you represent (“you”). This Agreement incorporates by reference: the Privacy Notice posted on darkmattermedia.com; the Conditions of Use posted on darkmattermedia.com; and other policies, conditions, rules and procedures that we post and update on the Website over time. In addition, if you upload scripts, movies, shows and certain other content to the Website you will be subject to the terms of the Submission & Mutual Option Agreement posted on darkmattermedia.com (the current version of the Submission & Option Agreement is available here). Any submission agreement, including the Submission & Option Agreement, you accept is referred to as a “Submission & Option Agreement”. You accept the terms of this Agreement by visiting the Website, clicking to confirm acceptance or by creating a membership account on the Website. 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 may not create an account.

 

1. Amendments to this Agreement

The Website will change over time. As it does, we’ll need to modify the terms of this Agreement. Unless we otherwise note at the time of posting, changes to this Agreement will be effective immediately upon posting. You accept changes by using the Website after we have posted changes or, if we provide you a means of indicating your acceptance online, by clicking to confirm acceptance.

 

2. Account Creation

2.1. Opening an account gives you access to features of the Website you wouldn’t otherwise have access to, such as the ability to upload content, post reviews and comments, participate in forums and vote in the Dark Matter screenplay competition and other competitions the Website may host from time to time.

2.2. To open an account, you must be at least 18 years old or the legal age of majority in the jurisdiction in which you reside.

2.3. When creating and updating your account, you must provide accurate and complete information. You must also keep your contact information accurate and up-to-date. You may not use a false name or a name, username or password you are not authorized to use. You may not use someone else’s account. You may not use a false e-mail address, impersonate any person or entity, or otherwise misrepresent the origin of any review, comment, forum post, screenplay, movie or other content or communication. We may remove or reclaim a username you select if we believe the name you have chosen creates confusion with someone else or is otherwise inappropriate.

2.4. You are responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for losses caused by any unauthorized use of your account.

2.5. We may suspend or terminate your account or your participation on the Website, including without limitation your participation in any Dark Matter screenplay competition or other competition hosted by the Website, at any time. You acknowledge that if we do so, you may be prevented from accessing communications and content on the Website. If we terminate your account, you must stop using all the Website accounts and you will not create any new accounts.

 

3. Licenses from You to the Website

3.1. If you upload scripts, movies, shows, videos and content to the Website for review using the submission tools found on darkmattermedia.com you will be subject to the terms of the Submission & Option Agreement. For other content that you submit, such as reviews, forum posts, proposals, information about yourself and/or your works, and comments (“Other Materials”), you grant us and our affiliates the following rights: a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the Other Materials in any media for the term of copyright in the Other Materials. This license includes the right to use and display your name and the name that you submit in connection with the Other Materials (if different) on and in connection with the Website.

3.2. You represent and warrant that you own or otherwise control all of the rights to Other Materials. The rights you grant us under this Agreement are in addition to and don’t limit rights we have under law. If you are outside the United States, you consent to having your personal data transferred to and processed in the United States.

 

4. Content and Communications

4.1. All of your Other Materials are subject to the darkmattermedia.com Privacy Notice and may not:

4.1.1. be illegal, obscene, infringing, invasive of privacy or other rights of any person, defamatory, in violation of any policies posted on the Website, in violation of any agreements with third parties or otherwise injurious to third parties;

4.1.2. threaten, harass or intimidate any user; or

4.1.3. contain software viruses, political campaigning, commercial solicitations, chain letters, mass mailings, or any form of “spam.”

4.2. While we don’t currently have limits on the frequency of communications you send or receive or on the amount of storage space you use on the Website, we may introduce them in the future.

4.3. We have no obligation to make any content available on the Website or to otherwise use it in any way. If we make any content available on the Website, we may remove it at any time in our sole discretion.

4.4. You agree to comply with all applicable laws in connection with your use of the Website.

 

5. Control of Services

We have discretion over the design and operation of the Website and all services we offer. We may modify or discontinue the Website or any service we provide at any time in our sole discretion.

 

6. Indemnification

You will indemnify and hold harmless us, our licensees, our sublicenses, our distributors, our producers, any party to which we assign any of our rights under this Agreement or any Submission & Option Agreement, and our and their affiliates and successors, and each of their directors, officers, members, shareholders, employees, associates, agents, and representatives (the “the Website Parties”) from and against any losses, damages, liability, claims, costs, judgments and expenses (including, without limitation, reasonable outside attorneys’ fees) incurred by reason of any claim arising in connection with any breach or alleged breach of your obligations, representations, or warranties under this Agreement or any Submission & Option Agreement or other agreement you enter into with any of the Website Parties on the Website (collectively, the “Website Agreement”). This means that, among other things, you may be required to pay for the cost of counsel to defend the Website Parties and to pay for damages awarded in a court of law against the Website Parties, any amounts payable to settle any claim or proceeding, and any costs associated with the resolution of any claim or proceeding.

 

7. User Generated Content

You acknowledge that the Website will include screenplays, movies, shows, reviews, forum posts, comments, messages and other content submitted by you and other users of the Website (“User Generated Content”). The Website Parties are not responsible in any way for any User Generated Content and you hereby irrevocably waive any claim and any legal or equitable rights or remedies you may have against any the Website Party with respect to User Generated Content, including, without limitation, any claim for copyright infringement. If you have, or believe that you have, any legal or equitable claim related to any User Generated Content, your sole remedy is to assert your claim directly against the Website participant who submitted the User Generated Content.

 

8. Term and Termination

We may terminate this Agreement at any time without notice. You may terminate at any time by giving us notice of termination in accordance with this Agreement and discontinuing your use of the Website. Termination of this Agreement will not affect or discharge any other agreement you have entered into with us or our affiliates or any rights you have granted to us through the Website, including without limitation pursuant to the Submission & Option Agreement. All provisions of this Agreement survive termination of this Agreement unless specifically stated otherwise.

 

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

darkmattermedia.com AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH darkmattermedia.com ARE PROVIDED BY THE Website ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DARK MATTER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF darkmattermedia.com OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH darkmattermedia.com, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU HEREBY WAIVE ALL CLAIMS AGAINST THE Website TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF darkmattermedia.com, FROM THIS AGREEMENT OR ANY Website AGREEMENT, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH darkmattermedia.com, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. LAWS IN CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU HEREBY WAIVE ALL CLAIMS TO DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR ANY WEBSITE AGREEMENT, WHETHER IN CONTRACT OR TORT, IN EXCESS OF $50 AND THE ENTIRE LIABILITY OF ALL Website PARTIES TO YOU FOR SUCH DAMAGES WILL NOT EXCEED $50.

 

10. No Rescission or Injunctive Relief

All rights granted to the Website under this Agreement or any the Website Agreement are irrevocably vested. No breach by the Website of this Agreement or any the Website Agreement will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to your content or any other works produced pursuant to the rights granted under this Agreement or any the Website Agreement or their exploitation. If the rights granted to the Website under this Agreement or any the Website Agreement should revert to you under any copyright law or similar law, and if you are at any time thereafter prepared to enter into an agreement with a third party for the license, exercise or other disposition of all or any of those rights, you will, before entering into the agreement, give the Website notice of the proposed terms (and all modifications of the terms) and the party involved. In each case, the Website will then have 10 business days in which to elect to acquire the rights involved on the terms contained in the notice.

 

11. Disputes

Any dispute or claim between you and the Website relating in any way to this Agreement, any Website Agreement, your visit to the Site or properties contributed to, developed on or distributed by or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to our website at legal@dark-matter-media.com. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Allegheny County, PA. The Website and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the Website and you each waive any right to a jury trial. You and the Website also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

 

12. Applicable Law

By visiting the Site, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and the Website.

 

13. Feedback and Other Content

If you provide suggestions, ideas, comments, reviews, proposals, or other feedback to us (whether written, verbal or in any other format or manner) in connection with the Website (“Feedback”), we are free to use your Feedback in any manner without restriction and without compensating you. You acknowledge that we, on our own or through third parties, are developing and have received (and will in the future develop and receive) content of all variety, including screenplays, stories, proposals, movies, characters, ideas, or concepts that may be similar to content you provide, or may have similar storylines, characters, plot developments or other similarities to content you provide and that you will not have any rights with respect to the similar content or be entitled to any compensation with respect to the similar content. You forever release the Website Parties from any claims based on any such similar content.

 

14. Waiver

Our failure to enforce your strict performance of any provision of this Agreement or any the Website Agreement will not constitute a waiver of our right to subsequently enforce the provision or any other provision of this Agreement or any the Website Agreement.

 

15. Notice

All notices sent by you with respect to this Agreement or any the Website Agreement should be sent by e mail to the following address: legal@dark-matter-media.com

 

We may send notices to you by sending an email to the email address you supply when registering for an account, by posting a notice on the Website or by contacting you at any other addresses, phone numbers or email addresses you provide to us.

 

16. Complete Agreement; Enforceability

This Agreement and any the Website Agreement constitute the entire understanding between you and the Website related to the Website. If any provision of this Agreement or any the Website Agreement is found to be invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any other provision.

 

17. Electronic Signatures

YOU ACKNOWLEDGE THAT YOUR ACCEPTANCE OF THIS AND ANY OTHER darkmattermedia.com AGREEMENT BY ELECTRONIC MEANS CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE AGREEMENT.

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