“THE GUILD” VIDEO COMPETITION (the “Contest”)

As full and complete consideration for our agreeing to use good faith efforts to review your submission of audio/visual video material (the “Submission”) for consideration in the Contest, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by you, you agree that we may include your Submission, in whole or in part, in the series “The Guild” (the “Project”) in any form and manner in our sole discretion, including without limitation in connection with the exploitation of the Project on the internet, on DVD, on mobile devices, and/or in any other medium, whether now known or hereafter invented, throughout the universe, in perpetuity. The following, when signed by you and us, shall confirm our mutual agreement with respect to the subject matter hereof:

1. Confidentiality: If you are selected as a winner, you agree not reveal or otherwise disclose to anyone for any purpose or in any manner whatsoever (whether verbally or in writing, including, without limitation, by posting, blogging, texting, e-mailing or otherwise) that you are or may be one of the winners of the Contest until after the date that we initially use your Submission in or in connection with the Project. Additionally, you agree not to disclose or permit to be disclosed at any time the terms of this agreement, except as may be required by law. In addition to legal remedies available to us in the event of your failure to abide by the terms of this paragraph, we may also elect not use your Submission in or in connection with the Project or otherwise, in our sole discretion.
2. Release: You agree that we may use and authorize others to use the Submission in perpetuity, in any and all media by any and all means, whether nor known or hereafter devised, worldwide, on a non-exclusive basis for any and all purposes whatsoever without any payment to you whatsoever, it being understood that the promotional value that you would derive from any use of the Submission by us or our assignee(s) constitutes adequate consideration for any and all such uses of the Submission. If and only to the extent we may request in writing, you agree to participate in interviews, photography, and other promotional activities from time to time in connection with the Project and/or the Contest or otherwise, subject to your reasonable availability. If we request in writing that you participate in any such activities we will cover reasonable expenses for you to do so. You have no rights to issue, participate in, create, or otherwise release any publicity, promotions, or advertising with respect to the Project and/or the Contest without our prior written consent in each instance, which consent we are not obligated to give.
3. Original Submission: You represent and warrant that, except to the extent that the Submission is inspired by the Project, the Submission is wholly original with you and does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity, including, without limitation, copyright, trademark or common law rights, and is not the subject to any litigation or of any claim that might give rise to litigation.
4. Ownership: We own all rights of every kind and nature in and to the Contest and the Project, including without limitation all rights of copyright, trademark and all rights of exploitation relating thereto. You have no rights whatsoever to use or authorize others to use anything contained in or any part of the Project for any purpose, including the title thereof.
5. Representations: You represent and warrant that you have the right to enter into this agreement and to grant the rights herein granted and to release all matters herein released; that you have not entered into any agreements or commitments inconsistent with the provisions of this agreement and you will not enter into any such agreements or commitments; that you have not done or permitted to be done any act or thing by which any of the rights granted hereunder have been or would in any way be impaired or diminished; that you are the sole owner of the Submission and all material contained therein (including, without limitation, any and all literary and musical material contained therein) and the consent of no other person or entity is required in order for us to use and authorize others to use the Submission; that you are at least eighteen years of age (or, if applicable, your parent/guardian will also sign this agreement); that you are a legal resident of one of the states in the United States; that you are not now nor have you been in the past two years, employed by or an agent or representative of Knights of Good Productions, Inc., Felicia Day, Kim Evey, or any of its or their subsidiaries or affiliated companies; that you do not know anyone who is now or has been in the past two years an employees, agent or representative of Knights of Good Productions, Inc., Felicia Day, Kim Evey, or any of its or their subsidiaries or affiliated companies; that you are not a candidate for federal office and will not become a candidate before the release of the Submission and/or of your appearance in the Submission or otherwise, or until one year from the date of this agreement, whichever is earlier; that this agreement is not subject to the jurisdiction of any union or guild; and that you have not been induced to execute this agreement by any promises or statements made by Knights of Good Productions, Inc., Felicia Day, Kim Evey, or its/their representative(s). You agree to sign any additional documents and do any other acts consistent herewith as may be required by us to effectuate the purposes hereof. You hereby appoint us your attorney in fact in the event that you fail to sign any such additional documents required by us.
6. Additional Terms: You warrant, represent and agree that you will not bring, institute or assert, or consent that others bring, institute or assert, any claim or action against us, our successors, licensees, agents or assigns on the ground that anything contained in or omitted from the Project or any other production produced hereunder in which you and/or your Submission appears, or the advertising, marketing or publicity issued in connection therewith, is defamatory, reflects adversely on you, or violates any other rights whatsoever, including, without limitation, rights of privacy and publicity. You hereby release us and our successors, licensees, agents and assigns, and agree not to bring any claim or cause of action, whether known or unknown, for libel, slander, defamation, unfair competition, infringement of copyright, invasion of rights of privacy, publicity or personality or any other claim or cause of action, relating to the use of the Submission or your appearance therein or the exercise of any rights granted in this agreement. Further, you hereby waive any rights you may now or hereafter have to seek or obtain injunctive or other equitable relief or to rescind this agreement in the event of any breach of this agreement by us or our successors, licensees, agents and assigns.
7. Indemnity: You shall indemnify and hold us and each of our employees, directors, officers, managers, members, agents, attorneys and assigns, harmless from and against any and all liabilities, claims, costs, damages and expenses (including attorneys’ fees and court costs, whether or not in connection with litigation) arising out of any claim by a third party inconsistent with any of the warranties, representations and agreements made by you in this agreement.
8. Name and Likeness: We shall have and may grant to others the right without payment of any kind to use your name, biographical information, pictures and likenesses in connection with the Project, the Contest, or for any and all purposes including without limitation for trade and/or for advertising in any manner and in any medium, including on and in connection with http://watchtheguild.com.
9. No Obligation: We shall have no obligation whatsoever to produce, release, distribute or otherwise exploit the Project or use the Submission in any manner whatsoever, including without limitation, in the Project.
10. Assignment: We may assign our rights under this agreement and/or in and to the Submission in whole or in part to any person or entity and such rights may be similarly assigned by any assignee.
11. California Law: This agreement shall be governed by the laws of the State of California applicable to contracts to be wholly performed therein. This agreement shall be deemed executed in Los Angeles, California, regardless of the actual place of execution. Nothing in this agreement shall be construed as creating a third party beneficiary agreement. You shall file any court proceeding in connection with this agreement in an appropriate Federal or State court located in the County of Los Angeles, State of California.
12. Entire Agreement: This agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements whether oral or written. This agreement cannot be amended except by a written instrument signed by each party hereto.
13. Reliance: You understand that we are relying on this agreement and that your signature (and that of your parent/guardian, if applicable) below confirms your consent to all of the foregoing.
14. YOU UNDERSTAND THAT THIS IS AN IMPORTANT LEGAL DOCUMENT RELATING TO YOUR ENTERING AND POSSIBLY WINNING THE CONTEST. YOU ACKNOWLEDGE THAT YOU HAVE HAD REASONABLE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR OWN CHOOSING PRIOR TO THE EXECUTION OF THIS AGREEMENT. YOU HEREBY ACKNOWLEDGE THAT THIS AGREEMENT IS EXECUTED VOLUNTARILY AND WITHOUT DURESS OR UNDUE INFLUENCE ON THE PART OF, OR ON BEHALF OF, THE PARTIES OR ANY OTHER PERSON, FIRM OR ENTITY.

    Very truly yours,

    KNIGHTS OF GOOD PRODUCTIONS, INC.