TERMS OF SERVICE AGREEMENT

 

IMPORTANT! PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SERVICE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, AND YOUR INDEMNITY TO US, AND THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE. Access to and use of this website, service or other application (collectively the "Service" as defined below) is provided by ASM Media, Inc. ("ASM Media", "us" or "we") subject to the following terms (the "Terms" or "Agreement"):

 

1. PRIMARY DEFINITIONS

 

"Service" or "Services" means any and all use of the Internet-related services provided by or through the Site(s), including without limitation registering with the Site(s), subscribing to the Site(s), uploading or viewing content on the SYS Select screenplay database, use of the premium screenwriting leads, us of online coaching and mentoring service, taking online courses through the Site(s), use of the email and fax blast service, participation in the writer's group(s), and/or use of a Site's bulletin board(s).

 

"Sites" means SellingYourScreenplay.com, SYSSelect.com, and their affiliated, related, and/or derivative websites, domain names, and IP addresses.

 

"Content" means any and all information, data, material, text, images, video, audio, and software provided by or through Site(s).

 

"User Material" means any content or data uploaded or otherwise transmitted to the Site(s) by a User including, without limitation, any story, script, screenplay, teleplay, bible, treatment, synopsis, or the like.

 

"User," "Users" or "you" means any person who accesses or uses the Site(s), any Service or Content.

 

2. ACCEPTANCE OF THE TERMS/AGREEMENT

 

This Service is designed for and targeted to Adults. It is intended solely and exclusively for Users who are at least 18 years of age or older. In order to use and access the features and services provided by this Service you must be 18 years of age or older (or whatever the applicable age of majority (legal adulthood) is where you are located). If you are not an adult please stop and discontinue your use of this Service. If for any reason you do not agree with all of the terms and conditions contained in this Agreement, including this Service's Privacy Policy, you are required to immediately discontinue using the Service, Content and the Site(s). We reserve the right to change the terms of this Agreement or to change, modify or otherwise alter any features of this Service at any time and for any purpose without notice. You should visit this page regularly and review this Agreement for the current terms of this Agreement, since your continued access or use of the Service will be deemed as an irrevocable acceptance of any such changes, modifications or alterations. Certain areas and/or elements of this Service as well as certain Content may be subject to additional terms and conditions, which you should read carefully before making any use of those areas and/or elements. Any such terms will not vary or replace the terms of this Agreement regarding any use of this Service, unless otherwise expressly stated. By using any Service and/or Content available on or through the Site(s), you represent that you are a resident of the U.S., that you are a legal adult, that you meet all other eligibility and residency requirements, and that you are fully able and legally competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and you accept and agree to be abide by and be legally bound by, and comply with, all of the terms and conditions of this Agreement, including without limitation, the following:

 

(a) the Digital Millennium Copyright Act statement, which can be found here: https://www.sysselect.com/sys-select-dmca-statement.php; and

 

(b) the SellingYourScreenplay.com and SYSSelect.com Privacy Policy, which can be found here: https://www.sysselect.com/sys-select-privacy-policy.php

 

(c) if you upload User Material then you agree to all the terms and conditions of ASM Media's Standard Release which can be found here: https://www.sysselect.com/sys-select-release-form.php

 

(d) the remaining terms and conditions set forth below:

3. REGISTRATION

 

In accessing Site(s), Service, Content, or certain of the resources on the Service, you may be asked to provide registration details including without limitation a valid e-mail address, date of birth and your full name. It is a condition of use of this Service that all the details you may provide will be correct, current, and complete. If ASM Media believes the details are not correct, current, or complete, we have the right to refuse you access to the Service or any of its resources.

 

4. COPYRIGHTS, TRADEMARKS AND INTELLECTUAL PROPERTY

 

The Service and all materials incorporated on or into this Service (including but not limited to text, photographs, graphics, video and audio content) are protected by copyrights, patents, trade secrets or other proprietary rights under laws of the United States and other countries. Some of the titles, characters, logos or other images incorporated by ASM Media on or into this Service are protected or may hereafter become protected as registered or unregistered trademarks, trade names and/or service marks ("Trademarks") owned by ASM Media. Except as expressly authorized by ASM Media, you may not copy, reproduce, sell, distribute, disseminate, transmit, publicly display, publish, modify, adapt, edit or otherwise exploit any content for any purposes, by any means or in any media other than printing or downloading. Without limiting the foregoing, you may print, download or copy certain content for your personal, non-commercial use ONLY, provided that you must keep intact all copyright, trademark, service mark and other proprietary rights notices contained in or accompanying such content; and when expressly authorized by ASM Media. The systematic retrieval of any content to create or compile, directly or indirectly, a collection, compilation, database or directory without the prior written permission of ASM Media is strictly prohibited. In addition, use of any content for any purpose not expressly permitted in this Policy is prohibited.

 

All other trademarks are the property of their respective owners. Use of the Trademarks of ASM Media or of any other party is not authorized in any manner other than as incorporated into this Service.

INFRINGEMENT NOTICE: If you believe that any content appearing on this Service has been copied in a way that constitutes copyright infringement under the laws of the U.S, please forward the following information to the Copyright Agent named below:

 

*         Your name, address, telephone number, and email address; a description of the copyrighted work that you claim has been infringed;

*         The exact URL or a description of where the alleged infringing material is located;

*         A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

*         An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

*         A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

ASM Media, Inc.

5737 Kanan Dr., Suite 485

Agoura Hills, CA 91301

Email: info@sellingyourscreenplay.com

 

Please note that while ASM Media seeks to preserve any and all exemptions from liability that may be available under the copyright law, this is not a stipulation that ASM Media is a service provider as defined in 17 USC section 512c or elsewhere in the law.

 

5. RESTRICTIONS ON USE OF MATERIALS

 

(A) You may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of this Service, except that you may access and display material and all other content displayed on this Service for non-commercial, personal, entertainment use on a single computer or device only. Without limiting the generality of the foregoing, you may not distribute any part of this Service over any network, including a local area network, nor sell or offer it for sale. In addition, these files may not be used to construct any kind of database. Any authorization to copy material granted by ASM Media in any part of this Service for any reason is restricted to making a single copy for non-commercial, personal, entertainment use and is subject to your keeping intact all copyright and other proprietary notices. Using any material on any other website or networked computer environment is prohibited. Also, decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software on this Service into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited.

 

(B) ASM Media respects the intellectual property rights of others and asks users of this Service to do the same.

 

6. DISCLAIMER OR WARRANTIES

 

YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. THIS SERVICE AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THIS SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ASM MEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ASM MEDIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SERVICE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT ASM MEDIA'S WEBSITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ASM MEDIA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THIS SERVICE OR ANY SITES LINKED TO THIS SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ASM MEDIA MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THIS SERVICE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASM MEDIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THIS SERVICE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

7. LIMITATION OF LIABILITY

 

ASM MEDIA DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGES WHETHER DIRECT, INDIRECT, PUNATIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, STATUTORY DAMAGES, LOSS OF DATA OR INFORMATION OF ANY KIND, OR LOSS OF BUSINESS, GOODWILL OR OPPORTUNITY) DIRECTLY OR INDIRECTLY RESULTING FROM, OR ARISING OUT OF ANY USE OF, OR INABILITY TO USE, THE SITE(S), THIS SERVICE OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THIS SERVICE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ASM MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT ASM MEDIA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. YOU ACKNOWLEDGE AND AGREE THAT, IN ANY EVENT,ASM MEDIA'S AND ITS SUBCONTRACTOR'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO YOUR USE OF OR INABILITY TO USE ANY SERVICE OR CONTENT SHALL NOT EXCEED THE AMOUNT OF US$25.00 OR ITS EQUIVALENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS HEREUNDER.

 

8. SUBMISSION AND POSTINGS

 

(A) ASM Media does not accept unsolicited submissions of concepts, creative ideas, suggestions, stories, or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by ASM Media personnel or representatives might seem to others to be similar to the submitted concepts, creative ideas, suggestions, stories or other potential content. Therefore, please do not send ASM Media any unsolicited submissions; they will be discarded without review.

 

(B) From time to time, areas on this Service may allow Users to upload User Material to the Site(s) or may expressly request submissions of concepts, creative ideas, suggestions, stories, or other potential content from you ("Invited Submissions"). Where this is the case, please carefully read any specific rules or other terms and conditions which appear elsewhere on this Service to govern User Material and Invited Submissions, including, without limitation, the Digital Millennium Copyright Act statement, SellingYourScreenplay.com and SYSSelect.com Privacy Policy, ASM Media's Standard Release form ("Additional Terms") which are incorporated into this Agreement by reference, since they will affect your legal rights. If no such Additional Terms govern the Invited Submissions, then this Agreement will apply in full to any Invited Submissions you make. Please also be aware that any Invited Submissions you may make will not be acknowledged and the act of providing Invited Submissions does not create a fiduciary or other special relationship between you and ASM Media, or any of its affiliates, agents, licensees, successors or assigns or place ASM Media or any of its affiliates, agents, licensees, successors or assigns in a position that is any different from the position held by members of the general public. You acknowledge and agree that neither ASM Media nor any of its affiliates, agents, licensees, successors or assigns has now, or shall have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to the infringement or protection of any copyright in and to your Invited Submissions, and that ASM Media and its affiliates, agents, licensees, successors or assigns are not responsible for the loss, deletion, failure to store or misdelivery of any Invited Submissions.

 

(C) To the extent that use of the Service now or in the future provides you or other users an opportunity to post and exchange information, content, ideas and opinions ("Postings"), be advised that ASM Media does not screen, edit, or review Postings prior to their appearance on the Service or elsewhere, and Postings do not necessarily reflect the views of ASM Media. To the fullest extent permitted by applicable laws, ASM Media excludes all responsibility and liability for any Postings or for any losses or expenses resulting from their use and/or appearance on the Service or elsewhere. You hereby represent and warrant that you have all necessary rights in and to any Postings you provide and all material, content and information they contain and that such Postings shall not infringe any proprietary right, intellectual property right or other rights of third parties.

 

(D) In any event, no material you send to us will be treated as confidential.

 

9. RULES OF CONDUCT

 

(A) Please act responsibly when using this Service. You may only use this Service and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through this Service. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a third party claims that material you have contributed to the Service is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted (other than by ASM Media) or privately transmitted on or through this Service are the sole responsibility of the sender, not ASM Media, and that you are responsible for all material you upload, post or otherwise transmit to or through the Service.

 

(B) ASM Media requires that you do not submit any Invited Submissions or Postings or otherwise make available on this Service any content, or act in a way, which in our opinion:

*         libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;

*         seeks to exploit or harm children;

*         infringes any intellectual property or other right of any entity or person, including violating anyone's copyrights or trademarks, droit moral or their rights of publicity;

*         violates any law or may be considered to violate any law;

*         you do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);

*         advocates or promotes illegal activity;

*         impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;

*         advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as specifically authorized on this Service;

*         solicits funds, advertisers or sponsors;

*         includes programs which contain viruses, worms and/or "Trojan horses" or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;

*         disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Service;

*         copies any other pages or images on this Service except with appropriate authority;

*         includes MP3 format files;

*         amounts to a "pyramid" or similar scheme;

*         amounts to "data warehousing" (i.e., using any web space made available to you as storage for large files which are only linked from other sites). You must provide a reasonable amount of content to accompany such material in order that at least some of the traffic to your site comes directly via us;

*         disobeys any policy or regulations established from time to time regarding use of this Service or any networks connected to this Service; or contains links to other sites that contain the kind of content, which falls within the descriptions set out at to above;

*         in addition, unless otherwise permitted by ASM Media, you are prohibited from removing any sponsorship banners, similar promotional displays and inserts or other material inserted by ASM Media anywhere on this Service (e.g., on any web space made available for your use).

 

10. USE OF SUBMITTED MATERIAL

 

(A) ASM Media will consider anything you provide to ASM Media and/or contribute to this Service as available for our use free of any obligations to you, except where we have expressly solicited Invited Submissions and those submissions are expressly governed by additional terms appearing elsewhere on this Service (see "Submissions and Postings" above), in which event those Additional Terms will determine how we will treat your Invited Submissions.

 

(B) Subject to the provisions of any additional terms, by posting or uploading any of User Material, Invited Submissions, Postings or other content to the Site(s) or this Service and/or providing any communication or material to ASM Media (collectively "User Content"), you automatically and irrevocably:

*         warrant that you are the owner of the User Content and entitled to enter into this Agreement; and

*         confirm that no such User Content will be subject to any obligation, of confidence or otherwise, to you or any other person and that ASM Media shall not be liable for any use, reproduction, display, transmission or disclosure of such User Content.

*         By submitting any User Content to the Site(s), you grant to the Site(s), ASM Media, and its parents, subsidiaries, affiliates and licensees the right to use, copy, reproduce, display, distribute for evaluation and review the material consistent with the submission policy hereof and to allow the Site(s) to promote your membership herein (but not your submitted material) worldwide in any media. You agree that you will be solely responsible for any material posted or submitted by you. You acknowledge that when you submit information about yourself to the public areas of our site, your information may be seen and used by any other visitor to such public areas and the Site(s) cannot monitor nor be responsible to you or any third parties as a result of such uses. You hereby represent and warrant that you own or otherwise control all of the rights to such material and that no use of such material by the Site(s) will infringe or violate any rights of any third party. You hereby agree to defend, indemnify and hold the Site(s) and ASM Media and its parents, subsidiaries, agents, representatives, employees, officers, directors, affiliates, licensees, sponsors, partners, suppliers and contractors harmless from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and legal costs) arising from or in connection with any material posted or submitted by you. ASM Media reserves the right, at any time and in its sole discretion, to remove or block, disable or deny access to edit or modify any User Content posted or submitted by you on the Site(s).

 

11. MODERATION/MONITORING

 

ASM Media shall have the right, but not the obligation, to monitor any Invited Submissions, Postings or other material on the Site(s). ASM Media shall have the right in its sole discretion to edit, refuse to post or remove any material submitted or posted to the Site(s). Without limiting the foregoing, ASM Media shall have the right to remove any material that ASM Media, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable.

 

12. DEACTIVATION/TERMINATION OF YOUR AGREEMENT

 

You may deactivate your registration on the Service, at any time and for any reason, by sending an email request to info@sellingyourscreenplay.com. We may terminate your use of and registration on the Service, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. Notwithstanding the foregoing, the terms and conditions of this Agreement shall survive any deactivation or termination of your account with respect to your use of the Site(s) or Services prior to such deactivation or termination.

 

13. HYPERLINKS TO AND FROM THIRD PARTY SITES

 

(A) This Service may link you to other sites on the "Internet". These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of ASM Media, and you acknowledge that (whether or not such sites are affiliated in any way with ASM Media) ASM Media is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by ASM Media or any association with its operators.

 

(B) ASM Media cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site that links to or from ASM Media because those sites are owned and operated by independent retailers. ASM Media does not endorse any of the merchandise, nor has ASM Media taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites.

 

(C) ASM Media does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party, and you irrevocably waive any claim against us with respect to such sites. The ASM Media Privacy Policy does not govern any personally identifiable or other information collected by or disclosed to the third party. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties.

 

(D) Any area of this Service that is accessed through any third party proprietary online service is subject to the rules, policies and guidelines of such third party proprietary online service.

 

14. SYSTEM ABUSE

 

You may not reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on this Service.

 

You are prohibited from using any services or facilities provided in connection with this Service to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited.

 

15. INVESTIGATION/VIOLATIONS

 

ASM Media reserves the right to investigate suspected violations of this Agreement, including, without limitation, any violation arising from any Invited Submission, Posting or e-mails you make or send to the Service. ASM Media may seek to gather information from the user who is suspected of violating the terms of this Agreement, and from any other user. We will collect and use any such information in accordance with the ASM Media Privacy Policy. ASM Media may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If ASM Media believes, in its sole discretion, that a violation of these terms of this Agreement has occurred, it may edit or modify any Invited Submission, Posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. ASM Media may provide personally identifiable information in response to legal process, for example, in response to a court order or a subpoena. We also may disclose such information in response to a law enforcement agency's request. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS ASM MEDIA FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ASM MEDIA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ASM MEDIA OR LAW ENFORCEMENT AUTHORITIES.

 

16. RESERVED

 

17. INDEMNITY

 

You agree to indemnify and hold harmless ASM Media, its directors, officers, shareholders, parents, subsidiaries, affiliates, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys" fees, resulting from your breach of any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content onto the Service's servers, and/or from any and all use of your account in violation of this Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

 

18. SEVERABILITY

 

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.

 

19. ELECTRONIC SIGNATURE

 

Your use of the Site(s), Content or Services may in certain instances enable you to enter into this Agreements, other agreements and/or to make purchases electronically. You acknowledge and agree that your electronic submissions constitute your agreement and intent to be bound by these Terms and any such other agreements and/or purchases, including without limitation all transactions you enter into in connection with the Service.

 

20. FORCE MAJEURE

 

ASM Media shall not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by force majeure, which shall refer to any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, Governmental action, or other cause beyond its control.

 

21. DISPUTE RESOLUTION; BINDING ARBITRATION AND NO CLASS RELIEF

 

(A) Except with regard to the enforceability of the arbitration agreement contained herein, which shall be governed by the Federal Arbitration Act, this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California and without regard to conflict of law principles.

 

(B) Except in relation to intellectual property rights as set forth in subparagraph (e) below, you and ASM Media each agree to resolve disputes through binding arbitration with no class relief instead of in courts. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.

 

(C) Any dispute, claim or controversy arising out of or relating to the Service or your use of the Site(s) or Service, including without limitation, the user interface, these Terms and this Arbitration Agreement, related Policies, must be filed within one (1) year of the relevant events. You waive - that is, give up your right to pursue - any dispute, claim or controversy that is not filed within one (1) year and any right you may have had to pursue that dispute, claim or controversy in any forum is permanently barred.

 

(D) ASM Media and you agree that any dispute, claim or controversy arising out of or relating to the Service or your use of the Site(s) or Service, including, without limitation, the user interface, these Terms and this Arbitration Agreement, shall be determined on an individual basis, without class relief, by binding arbitration instead of courts of general jurisdiction. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

*         claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, intellectual property rights, or any other legal theory, and whether such claim is based on state or federal law;

*         claims that arose before this or any prior Agreement; claims that may arise after the termination of this Agreement. References in this paragraph to "ASM Media," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, licensees, licensors or providers of content, successors, and assigns, as well as all authorized or unauthorized users of the Service under this or prior Agreements. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

 

(E) You agree that, by entering into this Agreement, you and ASM Media are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement. A party who intends to seek arbitration must first send to the other, by certified mail, return receipt requested, or by other mail delivery service that provides proof of delivery (e.g., FedEx), a written notice of dispute ("Notice"). The Notice to ASM Media should be addressed to ASM Media, Inc., 5737 Kanan Dr., Suite 485, Agoura Hills, CA 91301 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). If ASM Media and you do not reach an agreement to resolve the claim within 60 days after the Notice is received, you or ASM Media may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ASM Media or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ASM Media is entitled. If your claim is for less than $75,000, upon written request to the Notice Address prior to commencement of the arbitration, ASM Media may advance the arbitration filing fee and arbitrator's costs by direct payment to the appropriate entity. If the arbitration proceeding is decided in ASM Media's favor, you shall reimburse ASM Media for the fees and costs advanced to the extent available in a judicial proceeding. If the arbitration is decided in your favor - which occurs if there is an award to you that is greater than the value of ASM Media's last written settlement offer made before an arbitrator was selected - you will not be required to reimburse ASM Media for any of the fees and costs advanced. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement, including Disclaimer of Warranties and Limitation of Liability. The arbitrator shall have the right to award money damages and other appropriate relief, consistent with the terms of this agreement; HOWEVER THE ARBITRATOR SHALL NOT HAVE THE RIGHT TO AWARD INJUNCTIVE RELIEF AGAINST EITHER PARTY OR TO CERTIFY A CLASS ACTION OF ANY KIND. All issues are for the arbitrator to decide. Unless ASM Media and you agree otherwise, any arbitration hearings will take place either (i) in person in Los Angeles, CA, or (ii) by video conference during which you shall be able to appear from the county (or parish) of the billing address associated with your subscription or registration with the applicable Site, according to ASM Media's records, whose records shall be the sole determinant, or any other location of your choosing which has appropriate video conference facilities available. If your claim is for $10,000 or less, there shall be no in person hearing; and we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by video conference as established by the AAA Rules. If your claim exceeds $10,000, the right to and format of a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Each party shall be responsible for their own attorneys' fees. YOU AND ASM MEDIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ASM Media agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If the waiver of the right to participate in a class action set forth in Section 21 is found to be illegal or unenforceable for any reason whether by judicial, legislative, or other action, than the entirety of the agreement to arbitrate contained in paragraphs (b) and (d) is null and void. In that instance, you and ASM Media agree to waive your right to a jury trial. You and ASM Media further agree that any dispute, claim or controversy arising out of or relating to the Service or your use of the Service, including the website, user interface, and these Terms shall be brought in the appropriate state or federal court located in Los Angeles County, California; and that we both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Los Angeles County, California.

 

22. PROHIBITED USES

 

The Sites do not permit or tolerate any illegal, abusive, harmful or improper use of the Services or any use of the Services that interferes with other Users' enjoyment of the Services. If you believe that you have been a victim of any such conduct that is described below, please send an email to info@sellingyourscreenplay.com. Without limiting the generality of the foregoing, the Sites specifically prohibit the following activities:

 

(A) Collecting, storing, posting, transmitting or soliciting any unlawful, harassing, threatening, abusive, defamatory, libelous, slanderous, scandalous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, pornographic, profane, racist, discriminating or otherwise objectionable or offensive material, information, message or communication;

 

(B) Collecting, storing, posting, transmitting or soliciting any material, information, message or communication that would infringe or violate any patent, copyright, trademark, trade secret or other intellectual property right of any person;

 

(C) Collecting, storing, posting, transmitting or soliciting any material, information, message or communication that violates, or may give rise to criminal or civil liability under any federal, state, local, national or international law, including, without limitation, the U.S. export control laws and regulations, and the Computer Fraud and Abuse Act;

 

(D) Collecting, storing, posting, transmitting or soliciting personal information (including, without limitation, biographical, residential, social, marital, occupational, financial, and health information) about other Users without their knowledge or consent;

 

(E) Collecting, storing, posting, transmitting or soliciting personal information about children under the age of eighteen (18) years old;

 

(F) Collecting, posting, transmitting or soliciting harmful computer software viruses, codes, files or programs;

 

(G) Falsifying User information;

 

(H) Making fraudulent offers to sell or purchase, or conducting any type of financial scam such as "pyramid schemes," "ponzi schemes," or "chain letters";

 

(I) Sending email with charity requests, petitions for signatures, or any chain mail related materials, other than for donations for causes that have been pre-approved by SellingYourScreenplay.com and SYSSelect.com.

 

(J) Sending unsolicited email that could be expected, in ASM Media's sole discretion, to provoke complaints;

 

(K) Sending unsolicited email without identifying in the email a clear and easy means to be excluded from receiving additional email from the originator of the email;

 

(L) Forging email headers, using invalid or non-existent domain names or other means of deceptive addressing in email;

 

(M) Relaying email in an anonymous fashion, relaying email from any third party's mail servers without that third party's permission, or using similar techniques to hide or obscure the source of the email;

 

(N) Adding, removing or modifying identifiable network header information in an effort to deceive or mislead;

 

(O) Impersonating or attempting to impersonate any person by using forged headers or other identifying information;

 

(P) Doing or attempting to do anything that adversely affects the ability of other Users to use the Services or the Internet, including, without limitation, "denial of service" attacks against another system or network host or another User;

 

(Q) Hacking, mail-bombing, flooding, overloading, attacking or otherwise sabotaging or interfering with a system or network;

 

(R) Without permission from the owner or host of a system or network, doing or attempting to do any of the following: accessing the system or network, monitoring data or traffic, probing, scanning, testing firewalls, testing the vulnerability of the system or network, or breaching the security or authentication routines of the system or network;

 

(S) Reselling or attempting to resell any Service without ASM Media's prior written authorization;

 

(T) Using any Service to violate another Internet service provider's acceptable use policy and/or terms of service; and

 

(U) Any other uses of any Service that ASM Media determines, in its sole discretion, are illegal, abusive, harmful or improper.

 

23. INDEMNIFICATION

 

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ASM MEDIA AND ITS PARENTS, SUBSIDIARIES, AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, LICENSEES, SPONSORS, PARTNERS, SUPPLIERS AND SUBCONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND LEGAL COSTS) ARISING FROM OR IN CONNECTION WITH YOUR USE OR MISUSE OF ANY SERVICE OR CONTENT OR YOUR VIOLATION OF ANY PROVISION OF THIS POLICY. ASM MEDIA RESERVES THE RIGHT, AT ITS OWN COST, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU SHALL FULLY COOPERATE WITH ASM MEDIA IN ASSERTING ANY AVAILABLE DEFENSES.

 

24. USE OF SOFTWARE

 

The use of any software provided on the Site(s) ("Software") is subject to the following additional terms and conditions: (a) the Software is licensed for your private, non-commercial use ONLY; (b) all rights, title and interest in and to the Software, including, without limitation, any copyrights and other intellectual property rights, shall remain with ASM Media and/or its licensors; (c) except as expressly permitted in this Policy or by law you may not copy, modify, sell, distribute, disseminate, transmit, translate, reverse-engineer, decompile or disassemble the Software, or disclose the Software or any underlying information or technology to any third party; (d) you may not bypass, disable, deactivate or render ineffective any protection or security scheme or program contained in the Software; (e) you may not remove, erase, modify or tamper with any copyright, trademark, service mark or other proprietary rights notice that is printed or stamped on, affixed to, or encoded or recorded in the Software; (f) you may not download, install, use, export or re-export the Software or any underlying information or technology except in full compliance with all U.S. export control laws and regulations; (g) by installing, downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; (h) you acknowledge that SellingYourScreenplay.com and SYSSelect.com provides no assistance, including any technical or customer support, in the use of the Software and your use of the Software is at your own risk; (i) you acknowledge and agree that the Software is provided "AS IS" and "AS AVAILABLE," without warranties of any kind and to the extent permitted by law, SellingYourScreenplay.com and SYSSelect.com disclaims all warranties, express or implied, including, without limitation, warranties of title, merchantability, fitness for a particular purpose and non-infringement; (j) in no event shall ASM Media be liable for any indirect, incidental, exemplary, special, punitive or consequential damages (including, without limitation, loss of use, lost profits, loss of data or information of any kind, or loss of business, goodwill or opportunity) arising from or in connection with your use or misuse of the Software; (k) as a condition to your use of the Software, you agree to defend, indemnify and hold ASM Media and any of its parents, subsidiaries, agents, representatives, employees, officers, directors, affiliates, licensees, sponsors, partners, suppliers and contractors harmless from and against any and all claims, liabilities, damages, costs and expenses arising from or in connection with your downloading, use or reproduction of, and/or your receipt or transmission of any material through, the Software; and (l) ASM Media, and the Site(s), reserve the right, in their sole discretion and at any time, to modify or discontinue the Software, limit, terminate or suspend your use of the Software, and/or assess charges for the use of the Software in the future.

 

25. EXPORT CONTROLS

 

You may not use or otherwise export or re-export any software associated with the Service except as authorized by United States law and the laws of the jurisdiction in which the software was obtained. In particular, but without limitation, the software may not be exported or re-exported into any U.S. embargoed countries or to any persons listed as prohibited under applicable law or regulation.

 

26. MISCELLANEOUS

These Terms cannot be changed or terminated orally. Any failure of ASM Media to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by ASM Media of any provision of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of ASM Media. ASM Media may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of ASM Media. If any provision of these Terms is held to be illegal, invalid, or unenforceable, then the provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against ASM Media by virtue of ASM Media having drafted them. ASM Media reserves the right to deny access to all or part of the Service to you or any person in its sole discretion without notice or liability of any kind. Any violation of these Terms may be referred to law enforcement authorities. These Terms constitute the entire understanding and agreement between you and ASM Media and supersede any and all prior or inconsistent understandings relating to the Service and your use of the Service.

 

IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS PLEASE DO NOT ACCESS AND/OR USE THE SERVICE.

 

SellingYourScreenplay.com and SYSSelect.com is a service mark of ASM Media, Inc.

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Miscellaneous

Your visit to this site and use of the information thereon is subject to the terms of our Terms of Service. Please review our Standard Release Form and Privacy Policy as well.

Last updated on January 18, 2018