Any person or entity who uses this Site (any “User”) agrees with House of Scribes, LLC (HofS) as follows for mutual consideration, the sufficiency of which both parties acknowledge:
1. Intellectual Property.
2. Disclaimer of Warranty and Liability.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, HOFS MAKES NO, AND DISCLAIMS ANY, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY AND ALL OF THE FOLLOWING: OPERATION OF THIS SITE; ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER THROUGH THIS SITE; SERVERS; AND EMAIL AND ANY OTHER COMMUNICATIONS SENT FROM OR IN CONNECTION WITH THIS SITE IN RESPECT OF VIRUSES OR OTHER HARMFUL COMPONENTS, (COLLECTIVELY AND INDIVIDUALLLY, “SITE MATERIALS”) ALL OF WHICH ARE PROVIDED BY HOFS ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACCORDINGLY AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HOFS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER ARISING FROM THE USE OF THIS SITE OR ANY SITE MATERIALS, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES; AND USER ACKNOWLEDGES AND EXPRESSLY AGREES THAT USER’S USE OF THIS SITE WILL BE AT USER’S OWN, SOLE RISK IN RESPECT OF ANY LOSS OF ANY PROJECT MATERIALS (AS DEFINED IN PARAGRAPH 4 BELOW), OR DAMAGE OR THIRD-PARTY ACCESS THERETO, OR OTHERWISE. Furthermore, HOFS will not be responsible or liable for any action taken, or product, content or information provided by any third party, including but not limited to any third-party links included herein.
User acknowledges and agrees that HOFS may contact and communicate with User by email or otherwise in accordance with the contact information, if any, provided by a particular User to HOFS in connection with this Site.
The project which is intended for storytellers to submit their idea and sample of their work as outlined in the body of this Site (the “Storyteller Project”) is subject to all the terms and conditions below:
4. Submission of Idea and Sample of Work.
Any person who is enrolled as an undergraduate or graduate student at a college (including but not limited to a community college) or university may submit to HOFS an idea and Work Sample (as defined below in this paragraph 4), both of which has been originated, written or created by her or him for a story for the Storyteller Project, (such idea and Work Sample being referred to, collectively and individually, as “ Project Materials” herein) for review by HOFS in accordance with the procedure set forth in the body of this Site. Such person who submits Project Materials will be referred to as a “Storyteller” hereafter. The term “Work Sample” as used herein will mean and include a screenplay, teleplay, stage play script, synopsis, outline, treatment/story, storyboard, manuscript, short story, short film, and other written, graphic and audiovisual basis for a film (including but not limited to short film), TV program, play, book or/and video game, as applicable.
5. Pitch of Project Materials to Story Associates.
HOFS intends to select in its sole judgment, from the Project Materials submitted under paragraph 4 above, those which Storytellers will be invited to pitch to student associates described in the body of this Site (“Story Associates”) in accordance with the procedure set forth in this Site or as designated by HOFS hereafter. Storytellers will cooperate with HOFS concerning the logistics of pitching the selected Project Materials to Story Associates. HOFS will not be obligated to notify Storytellers of Project Materials which have not been selected. HOFS or its designees intend to select in their sole judgment, from the Project Materials pitched under this paragraph 5, those which HOFS wishes to pitch to Buyers (as defined in paragraph 6 below) for production or/and book publishing as applicable and outlined in the last sentence of paragraph 4 above (such production and publishing being collectively and individually referred to as “Production” hereafter).
6. Option/“Shopping” Agreement.
HOFS may, at its sole discretion, pitch Project Materials which have been pitched to Story Associates and selected above to studios, networks, financiers, producers, co-producers, production companies, book publishers, video game companies and other, related third parties (collectively and individually, “Buyers”) for Production, pursuant to and in accordance with the following provisions. Upon request by HOFS, Storyteller will negotiate and execute in good faith, at HOFS’s election, a separate, exclusive option or “shopping” agreement (as such terms are customarily understood in the entertainment industry) with HOFS, which agreement will be substantially in the form provided or designated by HOFS. To clarify, under such option agreement, HOFS will have the right to acquire film, television, other audiovisual and book publishing rights to the applicable Project Materials, whereas under such shopping agreement, HOFS will not have the right to do so but will be attached to the applicable project as Producer thereof. Under either such option or shopping agreement, the term thereof (collectively and individually, “Option Term”) will be 1 year; the fee payable therefor will be negotiated mutually and in good faith by the parties thereto, subject to a maximum of $10,000; and HOFS will receive a producer and production company credit for the applicable project, subject to any applicable requirements by applicable guilds or unions and Buyers. All other terms and conditions of such option or shopping agreement will be negotiated mutually and in good faith by the parties thereto reasonably within industry parameters.
7. Development of Project Materials.
HOFS may develop (as such term is customarily understood in the entertainment industry), with assistance by the applicable Storyteller upon HOFS’s request, Project Materials which are subject to the applicable option or shopping agreement above for Production as more specifically set forth in, subject to and in accordance with the applicable provisions of such option or shopping agreement.
8. Pitch of Project Materials to Buyers.
HOFS and its designees may pitch, with assistance by the applicable Storyteller upon HOFS’s request, Project Materials which are subject to the applicable option or shopping agreement above to Buyers for Production as more specifically set forth in, subject to and in accordance with the applicable provisions of the such option or shopping agreement.
9. Literary Management.
In the event that HOFS is not able to secure within the Option Term (as defined and described in paragraph 6 above) a Buyer for Production of the applicable Project Materials, HOFS will have the option to enter into a separate, exclusive literary management agreement (the “Management Agreement”) for a term of 1 year commencing upon expiration of such Option Term with the applicable Storyteller, substantially in the form provided or designated by HOFS. Upon HOFS’s request the applicable Storyteller will negotiate and execute the Management Agreement with HOFS in good faith. HOFS will receive a management fee of 15% of gross earnings by the applicable Storyteller under the Management Agreement as more specifically set forth therein. To clarify, “gross earnings” for the purposes of calculating the management fee pursuant to the immediately-preceding sentence will include but not be limited to any and all writing fees, and option and “shopping” fees and purchase price in respect of the applicable Project Materials and other materials, all earned or received by or on behalf of Storyteller during the term of the Management Agreement or otherwise pursuant thereto, but will not be deemed to include any such fees received by Storyteller under paragraph 6 above. All other terms and conditions of the Management Agreement will be subject to mutual, good faith negotiations by the parties thereto reasonably within industry parameters.
The project which is intended for storytellers to render writing services to HOFS based on an idea originated by HOFS as outlined in the body of this Site (the “In-House Project”) is subject to all the terms and conditions below:
10. In-House Project Details.
HOFS may, from time to time, originate an idea in-house for development thereof into a film, TV program, play, book or/and video game, and wish, in HOFS’s sole discretion, to commission a Storyteller to render writing services to HOFS based on such idea originated by HOFS (“House Idea”). If any Storywriter agrees to render writing services to HOFS based on any House Idea, such Storyteller and HOFS will mutually negotiate and execute in good faith a separate writing agreement in respect thereof which will incorporate all the provisions below in this paragraph 10 (the “Writing Agreement”):
(a) the type of material, such as but not limited to a screenplay, teleplay, stage play script, book or video game, to be written will be designated by HOFS;
(b) the term of writing services will be 1 year, which may be extended upon mutual agreement in writing;
(c) the writing services will be on a nonexclusive, “first priority” basis so that the Storyteller may not engage in any other projects if and to the extent they materially interfere with writing services to be rendered to HOFS. Time will be “of the essence”, and in any event Storyteller will comply with any and all writing deadlines designated by HOFS in the Writing Agreement;
(d) HOFS will own all rights, title and interests, including but not limited to copyright on a “work-made-for-hire” basis” or if legally necessary, by assignment, in and to the results and proceeds of the writing services, throughout the universe and in perpetuity. Accordingly and without limiting the generality of the foregoing, HOFS may, but will not be obligated to, develop any material written by the Storyteller (the “Written Material”), and pitch the Written Material to Buyers for production or publishing thereof;
(e) HOFS will pay to the Storyteller 49% of any option fee or/and 49% of any purchase price HOFS actually receives as a result of optioning the Written Material to a Buyer. In addition, HOFS will pay a fee for writing services, the amount of which will be determined solely by HOFS in good faith, considering the foregoing Storyteller’s share of such option fee and purchase price, type and length of Written Material, the medium it’s intended for and other industry factors. The schedule for such fee payment will be set forth in the Writing Agreement. Storyteller will not be entitled to any “back end” compensation (as such term is customarily understood in the entertainment industry), however; and
(f) If a film, TV program or other production is produced based on the Written Material, HOFS will use
its reasonable efforts to accord the applicable Storyteller appropriate, applicable writing (e.g.
“Screenplay by” or “Teleplay by”) credit onscreen, subject to sharing of such credit with co-writer(s)
if any, approval by the applicable Buyer and any applicable guild or union requirements. The wording,
placement, size, conspicuousness and style of the foregoing credit will be determined by HOFS or its
designee in their sole discretion within industry parameters. HOFS reserves “Story by” credit to itself
or its designee. All other industry matters concerning credit will be set forth in the Writing
The Writing Agreement will include other terms and conditions customary in the entertainment industry, which the provisions above in this paragraph 10 will be subject to and the parties to the Writing Agreement will mutually negotiate in good faith. Such other terms and conditions will include but not be limited to customary representations and warranties by the particular Storyteller regarding ideas and written materials submitted or provided by her or him to HOFS.
(a) Storyteller acknowledges that HOFS may receive numerous ideas, and written and other materials for various projects, including but not limited to the Storyteller Project, and that the Project Materials, and other ideas and materials submitted to HOFS by a particular Storyteller may be similar or identical to such ideas and other materials submitted by others. Accordingly, Storyteller agrees that she or he will not be entitled to any compensation or credit based on any use by HOFS or its successors, assigns, affiliates or designees of similar or identical ideas and/or materials submitted by others. (b) Storyteller acknowledges and agrees that an idea (as opposed to an expression thereof) is not protected under copyright laws, and accordingly she or he will not be entitled to any compensation or credit based on any use by HOFS of such idea submitted by Storyteller in connection with the Storyteller or In-House Project, under an implied contract theory or otherwise.
12. Representations & Warranties.
Each User (including but not limited to each Storyteller) will defend and indemnify HOFS and its successors, assigns, affiliates and designees against any liability, damages and expenses (including but not limited to attorney’s fees and court costs) based on any claim made by any third party which contradicts or is inconsistent with any representation, warranty or agreement made by such User herein.
14. Dispute Resolution.
If for any reason a claim hereunder proceeds in court rather than in arbitration, each User (including but not limited to each Storyteller) and HOFS waive any right to a jury trial,and agree to the exclusive jurisdiction of the appropriate court(s) in Los Angeles County in the State of California, U.S.A.
16. Entire Understanding