CLIMAX AWARDS STANDARD AGREEMENT
The undersigned ("I," "me," "my," or "myself") is submitting to CLIMAX Awards, a.k.a. Climax Festival Internacional de Cinema Independiente ("Organizer") [an audiovisual project which could range from a film, to a series episodic, to a written (unproduced) screenplay, to a podcast or documentary, to a music video or ad/commercial/the project entitled] (the "Audiovisual Project") for consideration for the CLIMAX Awards (the "Festival"). By submitting the Audiovisual Project, I hereby acknowledge and agree to the following terms and conditions set forth in this CLIMAX Awards Agreement ("Agreement"):
1. I represent and warrant to Organizer that I am at least eighteen (18) years of age and that I am duly authorized, on behalf of myself and all other persons or entities who have ownership rights, licenses, or interests in or relating to the Audiovisual Project (collectively, the "Project Owners"), to enter into, and to grant the rights and make the representations, warranties, and other obligations under, this Agreement.
2. I further represent and warrant, on behalf of myself and the Audiovisual Project Owners, that:
(a) the exhibition of the Audiovisual Project in the Festival, by any and all technologies and means of delivery whether now or hereafter known or devised, will not violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, or other intellectual property right, any right against defamation, or any right of publicity or privacy;
(b) the Audiovisual Project is free and clear of any pending or threatened litigation, arbitration, or other adversarial claim or proceeding;
(c) in connection with Organizer's exercise of any rights granted to Organizer herein, all necessary licenses and consents have been and will be obtained, all license fees, clearance fees, and other obligations of any kind have been and will be timely paid in full, and the Festival-Related Parties (defined below) will incur no obligations to make any payment to any third party; and
(d) there is no and will not be any license, lien, security interest, or other encumbrance in or to the Audiovisual Project, and there is no and will not be any license or contractual or other obligation, that could conflict or interfere with any of the rights or licenses granted to Organizer hereunder.
3. I understand and acknowledge, on behalf of myself and the Project Owners, that:
(a) the Audiovisual Project is being submitted voluntarily and without promise or inducement;
(b) no fiduciary or confidential relationship or obligation of secrecy: (i) now exists between Organizer, on the one hand, and me or the Project Owners, on the other hand; or (ii) is intended or established between Organizer, on the one hand, and me or the Project Owners, on the other hand, by my submission, or Organizer's receipt, review, or acceptance, of the Audiovisual Project for inclusion in the Festival;
(c) no obligation or duty of any kind is assumed by or may be implied against Organizer, including without limitation any obligation or duty to accept the Audiovisual Project for inclusion in the Festival, exhibit the Audiovisual Project in the Festival, acknowledge the Audiovisual Project submission, make any kind or type of payment or provide other compensation for inclusion of the Audiovisual Project in the Festival, or return any Audiovisual Project materials; and
(d) Organizer has made no claims, representations, or guarantees, and has provided no assurances, regarding Organizer's review process for selecting the projects for inclusion in the Festival, and submission of the Audiovisual Project neither imposes nor creates any obligation or responsibility on the part of Organizer, the Festival, or any Festival-Related Parties (as defined below) to provide me, the Project Owners, or any other Audiovisual Project-related parties with comments, feedback, or other information concerning Organizer's review process.
4. If the Audiovisual Project is accepted by Organizer for inclusion in and exhibition at the Festival, I hereby grant to Organizer, the Festival, and any Festival-Related Parties (defined below), on behalf of myself and each of the Project Owners, the irrevocable, nonexclusive rights to:
(a) exhibit the Audiovisual Project at the Festival for an unlimited number of runs throughout the duration of the Festival; and
(b) use the Audiovisual Project and any elements thereof, including without limitation clips, stills, titles, and the names, likenesses, and biographical information of all individuals associated with the Audiovisual Project, to advertise, promote, and publicize the Festival, the Organizer, and the Audiovisual Project 's exhibition at the Festival.
5. To the fullest extent permitted by applicable law, I, on behalf of myself, the Project Owners, and all other Audiovisual Project-related parties, hereby jointly and severally irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now or hereafter known in any jurisdiction throughout the world (collectively, "Claims") arising directly or indirectly from Organizer's exercise of the rights granted under this Agreement, including without limitation the submission, review, exhibition, advertising, and promotion of the Audiovisual Project, and any failure to exhibit the Audiovisual Project, and covenant not to make or bring any such Claims against Organizer or the Festival, together with each of their parents, subsidiaries, affiliates, successors, officers, directors, employees, attorneys, agents, and representatives (collectively, "Festival-Related Parties"), and forever release and discharge Festival-Related Parties from liability under such Claims.
6. I agree, on behalf of myself and the Project Owners, to indemnify and hold harmless Festival-Related Parties, from and against any and all Claims arising from or relating to the Audiovisual Project or Organizer's exercise of the rights granted under this Agreement, or arising from or relating to any breach or alleged breach of any representations, warranties, covenants, or obligations made by me or the Project Owners to Organizer, the Festival, or any Festival-Related Parties, including without limitation any express or implied representations, warranties, covenants, or obligations in this Agreement.
7. Without limiting the other provisions of this Agreement, I acknowledge and agree, on behalf of myself, the Project Owners, and all other Audiovisual Project-related parties, that if any Claims are asserted, or any action, arbitration or other proceeding is brought or commenced, in violation of the agreements set forth herein, and in the further event that an arbitrator or other tribunal permits such Claims to proceed despite the waiver set forth in Section 5, the sole and maximum remedy that could be awarded to any person or entity will be a refund of the submission fee paid to submit the Audiovisual Project to Organizer for consideration for the Festival. Without limiting the generality of the immediately preceding sentence, in no event will any other remedies be available to me, the Project Owners, or any other Audiovisual Project-related parties.
8. Standard Terms.
(a) This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(b) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision, in any other jurisdiction.
(c) This Agreement and all matters arising out of or relating to this Agreement[, including tort and statutory claims] are governed by the laws of Spain][,] [(including [its statutes of limitations] [and] the European Union (EU) Legislation,] without giving effect to any conflict of law provisions thereof [that would result in the application of the laws of a different jurisdiction]. Without limiting the other provisions of this Agreement, [the parties [shall/may] institute any and all controversies, claims, and disputes concerning the Audiovisual Project, the Festival, or arising out of or relating to this Agreement, including without limitation any Claims (collectively, "Disputes") in the federal or state courts in each case located in Malaga, Spain, and each party irrevocably submits to the [exclusive] jurisdiction of such courts in any Disputes./any and all controversies, claims, and disputes concerning the Audiovisual Project, the Festival, or arising out of or relating to this Agreement, including without limitation any Claims (collectively, "Disputes") will be resolved according to the procedures set forth in this Section 8(c), which will be the sole dispute resolution mechanism hereunder. Any and all Disputes must be submitted to final and binding arbitration (the "Arbitration") pursuant to the substantive and procedural provisions of the Federal Arbitration Act. The Arbitration must, except as modified herein, be initiated and conducted at the Malaga office of Judicial Arbitration and Mediation Services or its successor ("JAMS") according to the applicable arbitration rules and procedures, including the optional appeal procedure, in effect at the time the request for Arbitration is made (the "Arbitration Rules"). The arbitrator shall follow EU substantive law and the Federal Rules of Evidence in adjudicating Disputes. The Arbitration will be conducted in Malaga County, Spain before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel will be former or retired judges or justices with experience in matters involving the entertainment industry. The parties agree that the costs of the Arbitration will be shared pro rata to the extent permitted by law; provided that the arbitrator will have discretion to award the prevailing party its [reasonable/actual] attorneys' fees and costs from the non-prevailing party. The arbitrator's determination (or the appeal panel under the optional appeal procedure, if applicable) will be final, binding, and non-appealable. The arbitrator will provide a detailed written statement of decision, which will be part of the Arbitration award and admissible in any judicial proceeding to confirm, correct, enforce, or vacate the award. If either party refuses to perform any or all of its obligations under the final Arbitration award (following appeal, if applicable) within 365 days after the issuance of the final award, then the other party may enforce the final award in any court of competent jurisdiction in Malaga County, Spain. The party seeking enforcement will be entitled to an award of all costs, fees, and expenses, including attorneys' fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. The parties shall maintain the confidential nature of the Arbitration and the award, except as may be: (i) necessary to prepare for or conduct the Arbitration; (ii) necessary in connection with a court application for a preliminary remedy or a judicial challenge to an award or its enforcement; or (iii) required by law or judicial decision. Any Disputes or portion thereof, or any claim for a particular form of relief not otherwise precluded by this Agreement, that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Malaga County, Spain.]
I ACKNOWLEDGE THAT: (A) ORGANIZER RECOMMENDS THAT I, AND I HAVE HAD THE OPPORTUNITY TO, SEEK THE ADVICE OF INDEPENDENT COUNSEL BEFORE SIGNING THIS AGREEMENT; AND (B) I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT.
