Effective Date: Dec 1, 2022
Welcome to Openscreenplay.com
WE ADVISE YOU TO SEEK THE ADVICE OF AN EXPERIENCED LAWYER IF YOU HAVE ANY QUESTIONS ABOUT YOUR RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, BEFORE YOU ENTER INTO THIS AGREEMENT.
OSI makes no representation that the information contained in this Website or Your access to it is appropriate for you. You are responsible for compliance with local laws which apply at Your point of access. By using the Website you hereby signify Your acceptance of the TOU, including the terms governing intellectual property rights arising in connection with any Contributions (defined below) contributed by you and/or any copyrightable works including Screenplays (defined below) created via the Website. IF YOU DO NOT AGREE WITH THE TOU, DO NOT USE OR ACCESS THE WEBSITE OR THE SERVICES PROVIDED BY THE WEBSITE.
OSI reserves the right to change, update, amend, revise or modify the TOU at any time in its sole discretion, without prior notice by updating this posting. It is Your responsibility to periodically check the Website for any changes to the TOU; provided however, that any such changes to the TOU (e.g., to the OSI Fee (as defined below), or the Screenplay Equity Terms (as defined below)) shall only apply to Works that are started on or after the effective date of any such changes, and shall not apply to any Works that were started prior to the effective date of such changes. Your continued use of the Website after any change, update, amendment, revision or modification to the TOU constitutes Your acceptance to follow and be bound by such change, update, amendment, revision or modification. Any new features and functionalities that may be added to the Website from time to time will be subject to the TOU, unless stated otherwise. We recommend you review the TOU each time you use the Website.
The OSI service (the “Service”) provides an online web-based platform (the “OSI Platform” or “Platform”) that enables registered Users to do the following:
(i) Start, write or upload Private Non-Collaborative Screenplays (defined below), using the Platform’s software and tools, and store such works on the OSI Platform.
(ii) Start, follow, and/or jointly collaborate and contribute to other Collaborative Screenplays
(iii) Compete in Contests (defined) hosted on the OSI Platform for License Fee Cash Award (defined below) and possible production of their work.
(iv) Create and update a User Profile (defied below), to promote their Screenplays to Users and Buyers.
(v) Apply for job opportunities posted on the OSI Platform
2. The Service
(i) The Service: The OSI service (the “Service”) provides an online web-based platform (the“OSI Platform” or “Platform”) that enables a registered User to write different types of screenplays including Public Collaborative Screenplays (defined below), PrivateCollaborative Screenplays (defined below), or PrivateNon-Collaborative Screenplays(defined below). The Service enables registered Users to(A)start, follow, and/or jointly collaborate and contribute to a public CollaborativeScreenplay or a Private CollaborativeScreenplay(collectively as“CollaborativeScreenplay”) and/or (B) follow and/or jointly collaborate and contribute to an OSI started screenplay (“OSI Screenplay”, collectively, with the collaborative screenplay “CollaborativeScreenplay”)(C) start and contribute toa screenplay or upload a screenplay with no collaboration with, or contributions by, any other Users or third parties permitted (“PrivateNon-Collaborative Screenplay”) (D) start story concept (“Story Concept”) (E) read comment on Contributions, and review screenplays (defined below)(F). For the purpose of these TOU, CollaborativeScreenplays, OSI Screenplays, Private Non-Collaborative Screenplays, and StoryConcepts ,shall be collectively referred to as “Screenplay” or “Screenplays”.
A registered User starts a screenplay (“Starter”) by submitting a title, a logline and any additional Screenplay Elements (defined below) and together may be required to execute an exclusive license in favor of OSI ("License"); registered Users(including the Starter and Contributors (defined below)) submit elements including titles, setting, time periods, characters, character names, character screenplay display names, character gender, character ages, character races, character occupations, character descriptions, character flaws, loglines, story outline sections or storylines, scene summaries, forms, scripted scenes, sketches, storyboards, posters, trailers and any other content (each a “Contribution”) to a Collaborative Screenplaythat will be an element of a screenplay(“Screenplay Element(s))
Each User will have a User Profile (“User Profile”) displaying personal information about the User including name, pronoun, job title, city, country, a short biography and the User’sScreenplays. By registering as a User, You authorize OSI to make available Your UserProfile, and Your User Content (defined below) includingYourScreenplays, resume, cover letter, industry experience, credits and awards, documents, to Agents (defined below),Buyers (defined below), and third parties.In addition, You may choose to provide OSI with certain demographic information about yourself, such as Your race, ethnicity, gender, age,LGBTQ+ community membership, and disability status (“Demographic Information”). By choosing to provide Your Demographic Information, You agree that OSI may use it to evaluate and improve our products, and share aggregate summaries of registered user information with Agents and/or Buyers and other third parties, and/or matching You with relevant job opportunities. If You do not want Your Demographic Information to be used in this way, do not provide it to OSI (or, if you have already provided Your Demographic Information to OSI, You can request it be removed). You further acknowledge and agree that another registered User’s Demographic Information is personal information, and to the extent permitted by law You waive any right to request or view Demographic Information pertaining to any other registered User.
Each Screenplay may have its own page on the OSI platform. All Contributions are published in full on each Screenplay page. Users of the Service who have registered to follow a Screenplay are called “Followers” of a Screenplay. Followers of a Screenplay who have made a Contribution and submitted an executed License in favor of OSI are called “Contributors”. Users of the Service who have registered to follow a Screenplay, read, comment, and vote on related Contributions, and write a review of a Screenplay are called “Reviewers”. Followers and Contributors of a PublicCollaborativeScreenplay vote to determine which Contributions become incorporated into such PublicCollaborativeScreenplay. In a PrivateCollaborativeScreenplay (defined below) the Starter has sole discretion to accept or reject Contributions. Contributions to Screenplay Elements that are voted-in or accept and become part of a Collaborative Screenplay are called “VotedContributions” and Contributors who submitted the Voted Contributions are called “VotedContributors”. Production companies, television and film studios, producers, and other buyers (“Buyers”) may also register for the Website for the purpose of optioning, licensing or purchasing a Screenplaybysubmitting a bid to do any of the foregoing (“BuyerTransaction”). Talent agents, literary agents or similar representatives (“Agents”) may also register for the Website for the purpose of being appointed as an agent to solicitBuyers and Buyer Transactions
(ii) Contests: Users may participate in Contests (“Contests”) hosted on the OSI Platform. The terms, rules and guidelines differ for each contest. Users are required to read and review a Contest’s specific rules prior to participation. Entering a Contest implies confirmation and accepts of the Contest’s rules and guidelines. Only Users of OSI can participate in Contests. Some Contests are free to participate in, while some are open only to Members.
(iii) Job Opportunities: Users may apply to job opportunities (“Job Opportunities”) posted on the OSI platform by Agents, Buyers or other third parties. To apply to Job Opportunities,You must have a User Profile on the OSI platform and must accept OSI’s Limited Representation Agreement.
(ii) Activity: You are solely responsible for the activity that occurs on Your account. You must keep Your account password secure–do not share it with any other person. You must notify OSI immediately of any breach of security or unauthorized use of Your account. Although OSI will not be liable for Your losses caused by any unauthorized use of your account, You may be liable for the losses of OSI or others due to such unauthorized use.
(iii) Eligibility: You will not create an account on the Website if you have not reached the age of 13, unless your legal guardian does so on your behalf. Further, any Voted Contribution of a minor shall not be incorporated into a Screenplay unless the minor’s legal guardian has executed the License, or Starter License, as applicable. Notwithstanding the foregoing, under no circumstances, unless you have reached the age of majority in your jurisdiction of residence, you hereby expressly acknowledge that you may not access a Screenplay in the so-called “Adult Genre”. If the License or Starter License (as defined below) contains any misrepresentations (including with respect to the Starter’s or VotedContributor’s having reached the age of majority in his/her jurisdiction of residence), such Starter’s or Voted Contributor’s entitlement pursuant to the Screenplay Equity Terms(defined below)shall be forfeited to OSI.
(iv) Single Account: You are not allowed to create more than one account. If You create more than one account, OSI may terminate all Your accounts without prior notice immediately and terminate Your ability to access the Website and your entitlement to any ScreenplayEquity pursuant to the Screenplay Equity Terms shall be immediately forfeited to OSI.
(vi) Membership Accounts: Users have the option to purchase a Membership account which provides access to various features. The Membership fees and more information about the features of the Membership account are disclosed on the Membership page of the Website. All memberships are annual. Users choosing to purchase a Membership account may choose to pay for their annual membership monthly, or pay in advance for the 12-month subscription. Payment for Membership accounts is handled through a third party payment processing vendor. Any and all billing issues should be directed to said vendor. A Member may cancel their subscription at any time. In the event of a cancellation, Members who opted to pay for their annual membership monthly agree to pay the outstanding balance for their annual Membership at the time of cancellation. The outstanding balance is calculated as follows: Monthly Payment amount multiplied by the remaining number of months until the anniversary date of their membership. A canceled subscription will remain in effect until the next recurring billing date. No refunds will be issued for elapsed or remaining membership periods. Membership subscriptions will automatically renew for consecutive 12-month periods unless canceled.
(vii) Peer Reviewers: Users may write Peer ReviewsofsomeScreenplaysofaUser. OSI may choose, in its sole discretion to reserve up to 10% of eachCollaborativeScreenplay’sScreenplay Equity to Peer Reviewers. OSI reserves the right to determine, at any later date in the future, how to allocate such compensation between the individual Peer Reviewers. In the case of Private Non-Collaborative Screenplay, should the Starter elect to enable peer Reviews, Screenplay Equity Terms do not apply and therefore Peer Reviewers shall not be entitled to Screenplay Equity.
(viii) Professional Reviews: Users may purchase a ProfessionalReview (“Pro Review”)service through OSI. Pro Reviews are conducted by paid independent consultants (“Pro Reviewers”) of OSI and do not in any way reflect the opinions of OSI or OSI employees.OSI guarantees quality of Pro Reviewssolely for accuracy and completion. User acknowledges that the content or opinions expressed in Pro Reviews are subjective in nature and User disagreement with said content or opinions does not constitute grounds for refund. Pro Reviewers are not eligible for any of Screenplay Equity. Pro Reviewers are compensated for their completed reviews as per the terms of their individually executed consultant agreement.
4. Types of Screenplays:
(i) Collaborative Screenplays: A CollaborativeScreenplay is started by a Starter, and can be public (“Public Collaborative Screenplays”) which any other registered User of the Service can follow and contribute to,or private (“Private Collaborative Screenplays”)which another User can follow or contribute to only after requesting an invitation or receiving an invitation from the Starter of the PrivateCollaborativeScreenplay. The fee that We charge (“OSI Fee”) for the monetization of eachCollaborativeScreenplay will be10% of the Gross Revenue (defined below) which We receive from such monetization, either from a Buyer directly or through an Agent (if any). EachScreenplay is governed by the TOU and each Collaborative Screenplay is governed by the TOU and the ScreenplayEquity Terms which are available for you to review in the Support Pages that are accessible after You register for an account and log in to the Platform (“Screenplay Equity Terms”).
(A) Public Collaborative Screenplays: A Public Collaborative Screenplay can be followed and contributed to by any registered User in compliance with the TOU. Your identity will also be disclosed to OSI, and will not be released unless required by law. You will also have the option to follow the User Screenplay under the identity of Your username. The starting and development of a Public Collaborative Screenplay are governed by the terms of this Agreement, and value of each Screenplay Element is governed by ScreenplayEquity Terms. After a Public Collaborative Screenplay is published, a Follower can immediately submit Contribution (s) to the Screenplay Elements initially contributed by the Starter. If Contributions from a Follower to Screenplay Elements initially contributed by the Starter become Voted Contributions, they automatically replace the Starter’s initial Contributions and the Screenplay Equity Terms associated with the new Voted Contribution is removed from the Starter and given to the new Voted Contributor, however, this will not decrease the Starter Screenplay Equity Terms set forth in the Screenplay EquityTerms. If no Voted Contributions replace the Screenplay Elements initially contributed by the Starter, the Starter can earn more Screenplay EquityTerms, as set forth in the Screenplay Equity Terms.
(B) Private Collaborative Screenplays: A Private Collaborative Screenplayi s private and can only be followed by or contributed to by registered Users who are invited by the Starter to do so or submit an invitation request to, and which is accepted by, the Starter. Registered Users invited by the Starter to contribute to the Private Collaborative Screenplay accept that the Starter of a Private Collaborative Screenplay has the sole discretion to accept or reject contributions which have been submitted by registered and invited Users. For any Private Collaborative Screenplay, the Screenplay Contributions Rules and Screenplay Equity Terms will apply, except that the Starter of the Private Collaborative Screenplay has the sole discretion to accept or reject contributions and can progress through Screenplay Phases manually. Private Collaborative Screenplay will appear in the Platform’s search results and any registered User will be able to request an invitation to follow and contribute to the Private Collaborative Screenplay, and the Starter can decide whether to accept such a request. Private Collaborative Screenplay. Reviewers will be allowed to read and review the Private Collaborative Screenplay and will be entitled to up to 10% of Screenplay Equity as according to Section 6 (vi) below. The Starter of a Private Collaborative Screenplay will be allowed to block any User from having access to their Private Collaborative Screenplay, however, any Screenplay Equity previously earned by a blocked User shall remain in their name.
(C) Subsequent Productions: After all Screenplay Phases (as defined below) for a particular Collaborative Screenplay have been completed, a registered User may start a new Collaborative Screenplay for a subsequent episode or production based upon or adapted from the initial Collaborative Screenplay(“Subsequent Production Screenplay”), including, without limitation, in the case of an initial Screenplay for a television series production, a Subsequent Production Screenplay for a subsequent episode of such television series production and, in the case of an initial Screenplay for a feature film or a short film, a SubsequentProduction Screenplay for a remake, spinoff, sequel or prequel of such feature film or short film. When a Subsequent Production Screenplay is started, some Voted Contributions from the initial Screenplay will be carried over to the Subsequent Production Screenplay. Therefore, the original Voted Contributors of the carried over Voted Contributions will automatically receive a Screenplay Equity of the Subsequent ProductionScreenplay as indicated in the Screenplay Equity Terms. Also, the Starter of the initial Screenplay will automatically receive Screenplay Equity of the Subsequent Production Screenplay as indicated in the Screenplay Equity Terms.
(ii) OSI Screenplays: An OSI Screenplay is a screenplay that is started by OSI, which a registered User can follow and contribute to, but which is also supported by an OSI writing committee that ensures the formatting of the OSI Screenplay adheres to industry standards(the“Writing Committee”). The OSI Fee for the monetization of each OSI Screenplay will be 25% of the Gross Revenue (defined below) which we receive from such monetization, either from a Buyer directly or through an Agent (if any). OSI Screenplays are governed by the TOU, and the Screenplay Equity Terms. For OSI Screenplays only, the WritingCommittee may also submit Contributions according to the TOU and be entitled to the Screenplay Equity Terms.
(iii) Private Non-Collaborative Screenplays: A Private Non-Collaborative Screenplayis a screenplay that is started and written on the OSI Platform by a single registered User without any collaboration with, or contributions by, third parties has been created and written and is owned by a User independently of the OSI Platform and in respect of which the User is not required to execute a License in favor of OSI. If the User so declines to execute the License in favor of OSI, the Private Screenplay will not be listed on the OpenScreenplay Market.APrivateNon-CollaborativeScreenplaymayappear in the search results of the Website. By starting a Private Non-Collaborative Screenplay, You hereby agree that Users, Buyers, and Agents will be able to view basic information about Your Private Non-Collaborative Screenplaysuch as title, genre, type and logline. A Private Non-Collaborative Screenplay is private and can only be followed by Users who are invited by the Starter to do so or submit an invitation request to, and which is accepted by, the Starter. Notwithstanding the foregoing, if a User enters a Private Non-Collaborative Screenplayina contest managed by OSI or elects to list the Private Non-Collaborative Screenplayin the Open Screenplay Market, before doing so, the User may be required to execute the license in favor of OSI and the Private Non-Collaborative Screenplaywill thereafter be deemed to be a Collaborative Screenplay for purposes of these TOU, however the Screenplay Equity shall not apply to a Private Non-Collaborative Screenplay.
5. Using the Platform:
(i) Starting a Screenplay: To start a Screenplay, a registered User as the Starter submits a title and a logline, together with any other desired Screenplay Element(s), in addition to selecting a genre on the Start Page of the Websiteandtogethermay be required to execute the license. You will also have the option to start the Screenplay under the identity of Your username in which case your identity will appear beside “Started By” on the Open Screenplay page.
(A) Start Page. On the Start Page, the Starter may contribute one or more of the various Screenplay Elements. The Starter must also identify various properties of a Screenplay including but not limited to its type (e.g., feature film, short film, 1 hour television, etc.), genre, and determine if the Screenplay will be a Public Collaborative ScreenplayorPrivateCollaborative Screenplay Private Collaborative ScreenplayorPrivateNon-Collaborative Screenplay. The Screenplay Equity allocated to a Starter for starting a Collaborative Screenplay (“Starter ScreenplayEquity”) and the value of each Screenplay Element are set forth in the Screenplay Equity Terms.
(B) Deleting Collaborative Screenplays.OSI shall have the right to delete or remove User Screenplay that are inactive for period of 6 months or have not completed the Script Phase in a period of 1 year after the User Screenplays’ start date.
(ii) CollaborativeScreenplay Contribution Rules.
(A) Timelines. OSI provides an overall timeline for completingaPublicCollaborative Screenplayand breaks down each Screenplay into phases(“Screenplay Phase”). Each Screenplay Phase has a timeline during which Followers can submit Contribution(s) to particular ScreenplayElements. Once a Screenplay Phase’s timeline reaches zero, Followers can no longer submit Contributions to the Screenplay Elements available in that Screenplay Phase. The overall timelines and duration of each Screenplay Phase vary depending on the type of Screenplay (e.g., a feature film has different timelines than a short film or 1 hour television episode), and are visible to Followers on the Screenplay’s page and the Tutorial and/or Support pages of the Platform.OSI may grant Starters of Public Collaborative Screenplays the ability to advance through Screenplay Phase at their own pace.
(B) Contributions and Voting.
Contributions. To make a Contribution, you must first execute the license and submit it to OSI. For greater certainty, You may not make a Contribution without first submitting the executed License. For the purpose of this Agreement, if You want to contribute to a Screenplay You did not start, You must be a Follower of the Screenplay. A Starter of a Screenplay will also be registered as a Follower of such Screenplay. A Follower of a Screenplay may submit Contributions as a Contributor to Screenplay Elements during the duration of each Screenplay Phase of any Screenplay that such Follower is following. All Contributions must comply with the TOU.
Voting. You must be a Follower of a Screenplay to be eligible to vote on any Contribution to that Screenplay. Each Screenplay page will display all Contributions submitted to available Screenplay Elements and indicate how long the Followers have to submit and vote on such Contribution during each Screenplay Phase. Followers of a Screenplay will not know the identity of the Contributors during the timeline of a Screenplay Phase, and the identity of the Contributors will only be disclosed once a Contribution has been voted in and becomes a Voted Contribution. Once the Screenplay Phase timeline expires, the votes are tallied by OSI, and the Contribution with the highest number of votes for each ScreenplayElement will be incorporated into the Screenplay and become a VotedContribution. If by the end of the Screenplay Phase timeline forPublicCollaborative Screenplays, a required Screenplay Element does not receive a Contribution or receives a Contribution with no votes, the Starter will have the option of submit a Contribution for the required ScreenplayElement or allow the Screenplay Phasetobe automatically extended for successive one day periods until the required Screenplay Elementreceives a Voted Contribution. If two or more Contributions to the same Screenplay Element have an equal number of votes at the time a Screenplay Phase expires, the Starter will have the option breaking the tie or allow the Screenplay Phase will be automatically extended for successive one day periods until one of the Contributions receives a higher number of votes at the end of the one day period(s) and becomes a Voted Contribution.
Compliance with the Rules. From time to time, OSI may, in its sole and absolute discretion, choose to feature certain Screenplays, Contributors and Contributions on the Website and/or in advertising materials. You acknowledge that being featured on the Website and/or in advertising materials in no way impacts the likelihood of success of Your Contributionbecoming the Voted Contribution nor does the inclusion of any Contribution on the Website and/or in advertising materials indicate that OSI considers any Contribution to be a good example of a viable Contribution, nor does it indicate OSI’s preference for/endorsement of any Contribution.
Votes not to Include. For certain Screenplay Elements, Followers and Contributors have the option to “Vote to Not Include” a Contribution. If, at the end of a Screenplay Phase, a Contribution has a higher number of Votes to Not Include, than votes to include pursuant to Section Error!Reference source not found.above the Contribution will not become a Voted Contribution.
Starter Status Transfer. If a Public Collaborative Screenplaydoes not receive a Contribution or a Vote from a User for a period of90 days or more, OSI may enable another User to request Starter status whereby the new Starter will be able to advance through Screenplay Phasesand break tied votes as described above. In such cases, the original Starter will maintain their Screenplay Equity according to the Screenplay EquityTerms.
(C) Revisions/Rewrites. At any point during or after the completion of a Screenplay, but provided that no Buyer Transaction of the Screenplay has yet occurred, OSI may permit Users to re-write or revise a Screenplay in whole or in part. If revisions/re-writes are permitted, there will be the opportunity for Users to provide new Contributions, which may be in addition to, or in replacement of the previously determined VotedContributions. Users hereby acknowledge and agree that in the case that revisions/rewrites are permitted, the Screenplay Equity in accordance with the Screenplay Equity Terms to which they are entitled may change depending on the type of revisions, and the extent to which new Contributions become Voted Contributions. For greater certainty, Users acknowledge and agree that during revisions/rewrites their previously allocated Screenplay Equity may be removed, diluted or otherwise modified if new Contributions are voted in. Contributors that submitted Voted Contributions that were replaced after any revisions/rewrites will lose their writing credits, subject to SectionError! Reference source not found. below, and new Contributors that submit new Voted Contributions will also be given writing credit, subject to SectionError! Reference source not found. below.
(D) Writing Credits. After a Screenplay Phase timeline has expired or has been advanced by the Starter, each Voted Contributor will have his/her identity disclosed on the Platform. Each Starter and Voted Contributor hereby authorizes OSI to release his/her name to any potential Buyers or Agents for Buyer or Agent due diligence purposes. OSI will endeavor to secure the best available screen credits for Starters and VotedContributors and use its reasonable commercial efforts to have Buyers agree to accord writing screen credits to all Voted Contributors. By way of example only, the writing screen credits may take the following form:
“Original Screenplay provided by Open Screenplay Inc., and written by Contributors:[insert list of names of Starter and Voted Contributors].”
Notwithstanding the foregoing, each Starter and Voted Contributor hereby acknowledges that the screen credits are subject to negotiations with Buyers and may become subject to guild and/or union (e.g., Writers Guild of Canada or Writers Guild of America) rules and requirements and OSIdoes not guarantee and makes no representations, covenants or warranties to Starters or Voted Contributors which types or forms of screen credits will be accorded, nor that screen credits for Screenplay Elements will be treated equally. For greater certainty, if a Buyer does not grant screen credits to some or all of the Starters or Voted Contributors of a Screenplay, OSI shall not be responsible in any way.
(E) Non-Monetary Contributions. For the purposes of the TOU, not all VotedContributions are eligible for compensation(“Non-MonetaryContributions”). Minor characters, posters, character sketches, storyboards and trailers, actor, director, and producer nominations, comments made on Contributions, and private journal entries are all types of Non-Monetary Contributions that are deemed under these TOU not to be eligible to receive compensation pursuant to the Screenplay EquityTerms.To be clear, actor, director, or producer nominations or suggestions by Contributors are merely suggestions and are not to be considered in any way an attachment of the actor, director, or producer to the Screenplay and no endorsement of whatsoever nature of such suggested participants shall be implied.
6. Authorship, Ownership and Monetization of Screenplays.
(i) Authorship and Ownership. You are the initial owner or co-owner of the copyright of your Contribution. In the case of a Collaborative Screenplay, the author or joint authors and the initial owner or-owners of the copyright therein are and shall be deemed to be the Starter (i.e. if any) together with the Voted Contributors(if any)to the Collaborative Screenplaywho share in the Screenplay Equity (defined below) for the Collaborative Screenplay. For greater certainty, Contributors of Non-Monetary Contributions to a Collaborative Screenplayshall not be considered to be either joint authors or initial co-owners of the copyright in such Screenplay.
In the case of a Private Non-Collaborative Screenplay, the sole author(s) and initial copyright owner(s) of the Private Non-Collaborative Screenplayis and shall be the User(s)who wrote and uploaded the Private Non-Collaborative Screenplay.
(ii) License. OSI shall require License of all right, title, and interest of Screenplays in the following cases:
(A) In the case that a screenplay is a Collaborative Screenplay and written on the Platform through OSI’sCollaborative Screenplay Contribution Rules, the Starter(if any) will share authorship and ownership together with the Voted Contributors (if any) according to the ScreenplayEquityTerms and therefore, in order to facilitate monetization (as defined below), OSI will require that the Starter and Contributors execute a License to their Contributions andCollaborativeScreenplay in favor of OSI.
(B) In the case that a User submitsaScreenplayinto a Contest, OSI will require the Starter and Contributors (if any) to execute the appropriate License in favor of OSI which shall only applytoaScreenplaythat is declared a winner in the Contest(“Winning Screenplay”)and for which the Starter and/or Contributors receive a license fee cash award (“License Fee Cash Award”). The terms of the License Fee Cash Award shall be defined by each specific Contest and shall be written on the Contest page and in the rules and guidelines of the Contest. To receive a License Fee Cash Award, the Starter and Contributors (if any) must execute and sign a release form . The acceptance of a License Fee Cash Award by the Starter and Contributors (if any) for a Winning Screenplay shall be deemed as a Buyer Transactionbetween OSI and the Starter and Voted Contributors (if any)and shall enable OSI to enter into new Buyer Transactions.
(iii) Monetization. OSI, in its capacity of sole and exclusive licensee of all right, title and interest of theStarter (if any) and each Voted Contributor(if any)in and to each Collaborative Screenplay, will seek to promote, market, monetize, and commercially exploiteachCollaborative Screenplayvia the Platform by, among other things, directly or, with the assistance of Agents, soliciting and negotiating with Buyers for Buyer Transactions. In an effort to promote, market and monetize a Collaborative Screenplay, OSI may, in its sole discretion, engage in “crowdfunding” or “crowdsourcing” activities (as such terms are commonly understood) with respect to such Collaborative Screenplay and is hereby expressly authorized to do so, provided that such activities do not adversely affect therespectiveparties’ participation in the Screenplay Equity as described below and the net after-tax proceeds (if any) derived by OSI from such activities shall form part of the Gross Revenue (as defined below) from the monetization of such Screenplay. In the event of the successful monetization of a Screenplay, only the Starter (if any) and the Voted Contributors to that Screenplay (excluding any Non-Monetary Contributions and subject to the rules respecting Subsequent Production Screenplays set forth above) shall be entitled to participate in the Screenplay Equity (defined below) payable in respect of the monetization of such Screenplay as set out in the Screenplay Equity Terms. In addition, Users hereby expressly acknowledge that a Buyer may potentially include a legal entity under common control or affiliated with OSI (an “Affiliated Buyer”). OSI shall not enterinto a Buyer Transaction with an Affiliated Buyer for a Collaborative Screenplay unless(a)arms-length Buyers have first had an opportunity to offer to enter into a Buyer Transaction for the Screenplay from the time the Screenplay is first started on the Platform until at least 30 calendar days after the Screenplay is completed (the “Buy Period”)(b) if an arms-length Buyer offers toenter into a Buyer Transaction for the Screenplay during the Buy Period,an Affiliated Buyershall have the right to match such proposed Buyer Transaction,provided that OSI ensures that any proposed monetization agreement with the Affiliated Buyer matches or exceeds the financial terms offered by the arms-length Buyer, (c) if noarms-length Buyer offers to enter into a Buyer Transaction for the Collaborative Screenplay during the Buy Period,at any time there after OSI may in its sole discretion negotiate aproposed Buyer Transaction for the Screenplay with an Affiliated Buyer,and(d)in the caseof both (b) and (c) above,before entering into the proposed monetization agreement withthe Affiliated Buyer and completing the Buyer Transaction , OSI will forward via email acopy of the proposed monetization agreement with the Affiliated Buyer to the Starter (ifany) and each Voted Contributor to that Screenplay (excluding, for greater certainty, any Non-Monetary Contributions) and request that each of them vote to approve or disapprove the proposed monetization agreement within a period of 7 calendar days and the proposed monetization agreement shall be deemed to be approved if 65% or more of those who respond to the request from OSI to vote on the proposed monetization agreement within the prescribed time period elect to approve the proposed monetization agreement, failing which OSI shall not enter into the proposed monetization agreement or complete the Buyer Transaction with the Affiliated Buyer.
(iv) Gross Revenue. The gross proceeds which are derived by OSI from the monetization ofaCollaborative Screenplay are referred to herein as “GrossRevenue”. Gross Revenueshall include all non-refundable option fees, license fees, royalties and other receipts actually received by or credited to the account of OSI as consideration for the optioning, licensing or other commercial exploitation of the Collaborative Screenplay during the applicable accounting period. For greater certainty, Gross Revenue shall not include (a)any amounts collected as sales tax, value added tax or similar transaction taxes, (b) any amounts withheld by way of withholding tax or similar taxes, duties or levies, or (c) any security deposits or advances (until such amounts have actually been earned or forfeited or become non-refundable).
(v) Net Revenue. The net proceeds which are derived by OSI from the monetization of a Collaborative Screenplayare referred to herein as “NetRevenue”. Net Revenue shall mean all Gross Revenue received by or credited to the account of OSI in respect of the Screenplay less (a) the applicable OSIFee, and (b) all expenses of whatsoever nature incurred by OSI in connection with the monetization of the Screenplay including, without limitation, all legal, accounting and other similar advisory fees, transactional, filing or administrative fees, and commissions or other payments to Agents or other similar intermediaries.
(vi) Marketing and Promotion.OSI, in its capacity of sole and exclusive licensee of all right,title and interest of the Starter (if any) and each Voted Contributor in and to each Collaborative Screenplay(i.e. excluding, for greater certainty, Private Non-CollaborativeScreenplays) may, at its sole option, for the purpose of promoting and marketing the Screenplay, the Website and/or OSI, elect to produce and exhibit an audiovisual production(for example a short film or a webisode or pilot production) based on or adapted from the Screenplay (a “Promotional Production”). In such event, the Starter (if any) and the Voted Contributors of such Screenplay (excluding any Non-Monetary Contributions and subject to the rules respecting Subsequent Production Screenplays set forth above) shall beentitled to participate in the Screenplay Equity (defined below) in respect of such Promotional Production as follows: (a) OSI shall pay an option fee of $1,000 to option the Screenplay for an option period of 2 years for the purpose of creating the Promotional Production, (b) if the Promotional Production does not commence principal photography or taping before the expiration of the 2 year option period, OSI shall cease to have the rightto produce the Promotional Production based on the Screenplay, (b) if OSI commences principal photography or taping of the Promotional Production before the expiration of the 2 year option period , the option shall be deemed to be exercised by OSI and OSI shall paya purchase price equal to 2% of the final locked budget of the Promotional Production and,if the Promotional Production is ever commercially exploited or monetized by OSI, the Starter (if any) and the Voted Contributors of such Screenplay shall participate in any Screenplay Equity (defined below) received by OSI in respect of the Promotional Production.
(vii) Screenplay Equity. The compensation which is payable by OSI to Starters (if any), VotedContributors, and Reviewers (if any) of a Collaborative Screenplayin connection with OSI’smonetization of the Screenplay is referred to herein as “Screenplay Equity”. ScreenplayEquity is based upon the Net Revenue derived from the Screenplay which is shared between Starters, Voted Contributors, and Reviewers (if any) on the basis set out in the Screenplay Equity Terms. Pursuant to the Screenplay Equity Terms, each ScreenplayElement is given a percentage value. Also, Reviewers may be allocated a percentage value. By registering for this Platform and accepting the TOU You signify Your acceptance of the percentage value allocated to the Screenplay Elements and Reviewers by OSI. OSI reserves the right, in its sole discretion to change the manner in which Screenplay Equity is allocated in accordance with the Screenplay Equity Terms, subject to compliance with the TOU. OSI also reserve the right to reserve up to 10% of the Screenplay Equity for Reviewers.
(viii) Statements and Accounting. OSI shall account to Starters and Voted Contributors of a Screenplay which has been monetized by OSI no later than 180 days after each calendar year in which OSI receives any Gross Revenue from the monetization of such Screenplay.OSI will provide a detailed statement with respect to such account which sets out the applicable Gross Revenue, OSI Fee and Net Revenue received in the immediately preceding calendar year. Any statement which is so provided will be deemed to be binding and conclusive unless the recipient objects to such statement within one (1) year of its submission, unless there is a material omission therein. Notwithstanding the foregoing, no claim against OSI respecting the contents of a statement may be brought more than 18 months after the submission of such statement to the recipient. After the initial one (1) year period of accounting, OSI shall have no obligation to account with respect to any subsequent accounting periods in which no Gross Revenue is received by OSI in respect of the Screenplay.
(ix) Audit and Inspection Rights. Each recipient of a statement from OSI may through a certified public accountant retained by such recipient, at its sole cost and expense, review and inspect OSI’s accounts relating solely to the monetization of the applicable Screenplayinsofar as such monetization relates to the recipient’s entitlement to Screenplay Equity. Any such inspection and audit shall be during OSI’s normal business hours, at the location where such documentation is normally maintained, upon no less than 30 calendar days prior written notice to OSI, provided that the recipient may not conduct more than one review and audit during each calendar year, each such review and audit may not last for more than 10 calendar days, no statement may be audited more than once and, if requested by OSI, the auditor and recipient shall be required to execute a confidentiality agreement prior to conducting the audit in OSI’s prescribed form.
(x) Screenplay Equity Distribution. Voted Contributors understand and agree that in order for OSI to distribute any Screenplay Equity owing to them in a timely manner in accordance with the TOU, OSI must have up-to-date contact information, and Starters andVotedContributors must be willing to, upon request, provide either banking information for direct deposits or an address to which OSI can mail cheques or make accounts with OSI’sapproved payment processor. Each Starter and Voted Contributor hereby represents and warrants that he or she has provided or will provide accurate contact information to OSI and covenants to keep such contact information up to date. In the event that OSI is not provided with such contact information or such contact information is inaccurate or out-of-date and therefore OSI cannot render statements or account to You, OSI will hold any Screenplay Equity which You are owed in trust for a period of two years from the date the statement would have been rendered to You in accordance with the TOU (the “TrustPeriod”). After the expiration of the Trust Period, any sums not claimed by You will be forfeited and become the exclusive property of OSI, and You hereby waive any rights to such amounts beyond the expiration of the Trust Period.
(xi) Taxes. Starters and Voted Contributors who receive Screenplay Equity hereby understand and agree that they are independent contractors and not employees of OSI, and are solely and exclusively responsible for reporting and remitting to the appropriate governmental authority any applicable taxes, tariffs, fees, duties and levies, including without limitation income tax applicable to the Screenplay Equity which they receive in the event of the monetization of a Screenplay. OSI is not responsible for collecting, reporting, paying, or remitting to you any such taxes. You agree that you are responsible for the collection and/or payment of all such taxes which You may be liable for in any jurisdiction arising from the screenplay Equity which you receive.
7. User Content.
(i) Except for OSI Screenplays and/or Contributions submitted by the Writing Committee toOSI Screenplays, We do not contribute any content to Screenplays. All information, data, text, music, sound, photographs, graphics, video, messages or other materials, including without limitation, all Contributions to Screenplays on the Website or information provided by registered Users on their User Profile pages, whether publicly posted or privately transmitted to the Website by Contributors or other Users, Screenplays, or otherwise(“User Content”), is the sole responsibility of the respective Contributors or other registered Users. This means that the registered Users and Contributors and not OSI, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Contributors are solely responsible for ensuring that their contributions to Screenplays and any other content transmitted to the Website comply with the TOU, and among other things are original, do not infringe any third party rights, including copyright, publicity rights, personality rights and any other intellectual property rights and do not defame any persons or entities. In addition to any other rights and remedies that OSI may have under this Agreement, if OSI discovers or has a good faith reason to believe that a Contribution, including a Voted Contribution, or any other content You submit to the Platform infringes third party rights or the rights of other Users of the Website, OSI may, in its sole discretion undertake one or more of the following actions: (i) delete the Contribution, Voted Contribution or other User Content; (ii)permit registered Users to submit new Contributions to replace a removed VotedContribution; (iii) remove the Voted Contributor’s writing credits for the infringing contributions (if any); and (iv) remove the Voted Contributor’s entitlement to ScreenplayEquity set forth in the Screenplay Equity Terms for the infringing Contribution (if any).
(ii) Except for OSI Screenplays and/or Contributions submitted by the Writing Committee toOSI Screenplays, OSI does not control or actively monitor registered User’sProfile Pagesor Screenplays, as such, does not guarantee the non-infringement, accuracy, integrity or quality of such content. You understand that when using the Website, You will be exposed to User Content from a variety of sources, and that OSI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User content. You further understand and acknowledge that you may be exposed to User content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against OSI with respect thereto, and agree to indemnify and hold OSI, and the Released Parties (as defined below), harmless to the fullest extent allowed by law regarding all matters related to Your use of the Website. Under no circumstances will OSI be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing, Contributions, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Platform.
(iii) You understand that whether or not User content is published, OSI does not guarantee any confidentiality with respect to any User content.
(iv) OSI does not endorse any User content or any opinion, recommendation, or advice expressed therein, and OSI expressly disclaims any and all liability in connection with User content. OSI does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and OSI will remove all User content and Contributions if properly notified that such User content or Contributions infringe on another’s intellectual property rights or contravenes any applicable privacy legislation. OSI reserves the right to remove User content and Contributions without prior notice.
(v) License to Content. By submitting, posting or displaying User Content, other than a Contribution or a License governed by the TOU, on or through the Website or Service, You appoint OSI (and OSI agents) as a non-exclusive agent with rights, power and authority to use, copy, modify, transmit, display and distribute such User Content solely for the purpose of providing the Service. OSI will not be responsible or liable for any use of User Content in accordance with the TOU. You represent and warrant that You have all rights, power and authority to grant the rights to User Content granted in this Section Error! Reference source not found.to any User Content that You submit to the Platform.
(vi) Use of Content on the Website. In addition to any general restrictions in the TOU, the following restrictions and conditions apply specifically to Your use of the Website.
(vii) The content on the Website, except all User Content, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like(“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to OSI, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for Your information and personal use only and may not be downloaded, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, translated, published, performed or otherwise exploited for any other purposes whatsoever without the prior written consent of OSI. OSI reserves all rights not expressly granted in and to the Website and the User Content.
(viii) You may access Content solely for Your information and personal use; as intended through the normal functionality of the Website and Service;
(ix) You may access the Content, User Content and other content only as permitted under the TOU. OSI reserves all rights not expressly granted in and to the Website Content and the Service.
(x) You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Content obtained through the Website for any commercial purposes.
(xi) You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.
8. User Conduct Guidelines: In using the Services, registered Users hereby agree to:
(i) provide accurate information when registering and keep such information up to date;
(ii) treat the other registered Users of the Services with whom You interact with respect and not engage in any conduct which is threatening, harassing or otherwise harmful to otherUsers or third parties, or do anything that breaches the TOU. We reserve the right to terminate Your access to the Services and take appropriate legal action if You are in breach of these requirements or the TOU;
(iii) agree not to upload any content or suggest participation in events or activities that are harmful, abusive, constitute hate speech, or are harassing, discriminatory or otherwise objectionable and harmful to other registered Users and/or the public; and
(iv) act honestly and in good faith and in a manner that will not harm the goodwill or reputation of a Screenplay.
9. Restrictions on User Content and Use of the Service. OSI reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate registered Users or reclaim usernames in OSI’s sole discretion, including if we discover or have good faith reason to believe You have breached the TOU. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the TOU, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of our Users and the public. In using the website and Service You shall not:
(i) copy any content unless expressly permitted to do so herein;
(ii) upload, post, email, transmit or otherwise make available any User Content that:
(A) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
(B) You do not have a right to make available under any law or under a contractual relationship;
(C) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
(D) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(E) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
(F) contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(iii) impersonate any person or entity or misrepresent their affiliation with a person or entity;
(iv) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(v) violate any applicable law or regulation;
(vi) collect or store personal data about other Users or viewers without their prior express written consent;
(vii) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website;
(viii) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Open Screenplay Platform or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(ix) distribute in any medium any part of the Website, including but not limited to User Content;
(x) alter or modify any part of the Website;
(xi) access User Content or the Website through any technology or means other than the Website itself;
(xii) use the Website for any commercial use, without the prior written authorization of OSI. Prohibited commercial uses include any of the following actions taken without OSI express approval:
(A) sale of access to the Website or its related services on another website;
(B) use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue;
(C) the sale of advertising, on the Website or any third-party website, targeted to the content of specific User Content or Website content;
(D) and any use of the Website or its related services that OSI finds, in its sole discretion, to use the Website’s resources or User Content with the effect of competing with or displacing the market for OSI, Openscreenplay. component, or its User Content.
(xiii) use or launch any automated system, including without limitation, “robots,” “spiders,” or“offline readers,” that accesses the Website in a manner that sends more request messages to the Website servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, OSI grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. OSI reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the Website with respect to their User Content; or
(xiv) access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or others for the purpose of creating publicly available searchable indices of the materials on this Website.
(xv) submit User Content or Contributions that are not in the supported languages.
(xvi) Furthermore, as conditions of participating in the OSI Platform and being a Starter or Contributor of a Screenplay, You represent and warrant to OSI that:
(A) Your Contribution, including but not limited to, underlying designs, ideas, concepts, stories, characters, scripts and other written and visual materials, are wholly original and are owned and controlled solely by You and You shall have sole liability for all third party claims relating to or regarding the content of Your Contribution;
(B) Your Contribution has been legally obtained and/or created, does not infringe the intellectual property, privacy or publicity rights or any other legal or moral rights of any third party (in OSI’s sole discretion) or violate applicable laws or regulations standards;
(C) You have not granted or transferred any rights in or to Your Contribution to any third party prior to the date of submission to the Platform;
(D) You have not done anything which has impaired and will not do anything to impair the rights granted to OSI in these TOU or in the License in any way;
(E) You have secured written permission from all individuals depicted in Your Contribution and that such permission is extended to OSI for OSI’s use asset forth herein and in the License and in any manner it deems appropriate;and
(F) the Contribution conforms to all of the requirements set out herein.
10. License to Website and OSI Content. Except for User ContentorPrivate Non-CollaborativeScreenplays, this Website and the information and materials that it contains, are the property of OSI and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, OSI grants you a non-transferable, non-exclusive, license to use the Website for Your personal use. Nothing in the Terms gives You a right to use the OSI names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent.
11. Feedback. If You provide OSI with any suggestions, comments or other feedback relating to any aspect of the Website and/or Service (“Feedback”), OSI may use such Feedback in the Website or in any other OSI products or services (collectively, “OSI Offerings”). Accordingly, You agree that: (a) OSI is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to OSI, (c) OSI (including all of its successors and assigns and any successors and assigns of any of the OSI Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any OSI Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind from OSI or any of the other Users of the Website in respect of the Feedback.
12. Advertising. You acknowledge and agree that the Website may contain advertisements, including advertisements from some of the venues that the Platform suggests for activities. You further understand and acknowledge that the activities suggested on the Platform are populated automatically by the Platform. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between you and such advertiser and You further acknowledge and agree that OSI shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings. The presence of any advertisement or activity on the Website does not imply that OSI endorses any such advertiser,venue, business or activity, and You hereby release OSI from all liability and damages that may arise from Your participating in any activities suggested by the Website.
13. Links & Third-Party Websites. The Website may contain links to other websites that are not owned or controlled by OSI. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by OSI of that third party, third party product or service.OSI is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that OSI endorses or accepts any responsibility for the content or use of such websites, and You hereby release OSI from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites. While OSI does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party website which contains, posts or transmits any of the prohibited content inSectionError!Reference source not found.of the TOU. OSI reserves the right to prohibit or remove(or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
14. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE AND SERVICE AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”. OSI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. OSI DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY USER CONTENT, BUYER OFFERS, PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY OR ANY OTHER USER THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, ANDOSI SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. OSI WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL OSI BE LIABLE FOR ANYINDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGESWHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I)NEGLIGENCE, (II) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE OR THE SERVICE,(III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION ORSERVICES, LOSS OF PROFIT, LOSS OF DATA, LOST BUSINESS OPPORTUNITIES OR ANYOTHER COMMERCIAL OR ECONOMIC LOSS UNDER ANY THEORY OF LIABILITY (IV) ERRORS,MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (V) PERSONAL INJURYOR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOURUSE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES ORDATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATATHAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THEWEBSITE (VI) ANY ERRORS OROMISSIONS IN ANY MATERIAL ON THE WEBSITE, OR ANY USER CONTENT THAT INFRINGESTHIRD PARTY RIGHTS OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM ORRELATING TO YOUR USE OF THE WEBSITE; OR (VII) ANY USER CONTENT POSTED BY ANYUSER OF THE WEBSITE, INCLUDING USER CONTENT THAT INFRINGES THIRD PARTY RIGHTS. THESE LIMITATIONS SHALL APPLY EVEN IF OSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OSI’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE LESSER OF (A) FIFTY CANADIAN DOLLARS ($50.00 CAD) OR (B) AMOUNTS YOU HAVE PAIDOSI IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
16. Limitations on Liabilities; Remedies. By registering as a User, You agree that:
(i) any and all disputes, claims and causes of action arising out of or connected to Your Contribution (if any) or votes (if any), and/or the OSI platform will be resolved individually, without resort to any form of class action;
(ii) any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred, but in no event will legal fees be awarded or recoverable;
(iii) under no circumstances will You be permitted to obtain any award for, and You knowingly and expressly waives all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages;
(iv) You irrevocably waive any right to seek injunctive or equitable relief; and
(v) You release and hold harmless released parties from any and all claims that any commercial, advertising, presentation, web content or any other material subsequently produced, presented, and/or prepared by or on behalf of OSI infringes on Your rights as contained in any contribution or otherwise.
17. INDEMNIFICATION. YOU SHALL INDEMNIFY, DEFEND AND HOLD OSI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY CLAIM THAT (I)YOUR USER CONTENT, INCLUDING CONTRIBUTIONS, OR OTHER MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE, INCLUDING ANY CLAIM BY A THIRD PARTY THAT YOUR USER CONTENT INFRINGES THIRD PARTY RIGHTS; (II)YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; AND (III) ANY VIOLATION BY YOUOF THE TOU. INCLUDING A BREACH OF ANY REPRESENTATION OR WARRANTY.
18. Release. Because OSI does not supervise or control interactions between Users, and because OSI does not screen or monitor the User conduct or User interactions, and because OSI is not involved indecisions involving the licensing or sale of a Screenplay except to the limited extent that an OSI WritingCommittee contributes to a Screenplay or assists with distributing Screenplay Equity in accordance with the Screenplay Equity Terms, and because OSI does not review User Content or Contributions, and because OSI cannot guarantee the true identity, age, or nationality of Users, and because OSI has very limited control, if any,over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Website You agree that You bear all risk and You agree to release OSI (and its officers,directors, employees, share holders, agents, employees, affiliates, subsidiaries, third party partners,agents, licensees and assigns and each of their directors, officers, shareholders and employees(collectively, “Released Parties”), and from and against all claims, losses, costs, damages, liabilities,and expenses (including reasonable legal fees and costs) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out ofor in any way connected with Your use of the Website, Your interactions with otherUsers, Your thirdparty transactions including without limitation if a Contribution infringes User Content, and You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
19. Copyright Policy. As part of OSI’s copyright policy and practice, OSI may suspend or terminate Your access to the Website and/or remove your Contribution, if OSI has determined, in its sole discretion, that you have infringed intellectual property rights (including copyright). To file a notification of copyright infringement with Us, You must send an e-mail to the below noted e-mail address with all of the following information:
(i) A statement indicating that You have found a Contribution on OSI which You believe infringes Your copyright.
(ii) The Country to which Your copyright applies.
(iii) The title of the screenplay where the allegedly infringing Contribution exists.
(iv) The type of Contribution (e.g., story outline section, scene outline, etc.)
(v) The time stamp of the Contribution.
(vi) The Username associated with the Contribution or Voted Contribution (in cases where the allegedly infringing content is a Voted Contribution).
(vii) Describe how the Contribution infringes Your copyright (e.g., the entire script is a copy of an original work made by You, etc.).
(viii) Describe the type (e.g., book, short story, poem, etc.) and details of (e.g., title, publisher, dates, etc.) the copyright work which You own the rights in, and which You believe has been infringed.
(ix) Your e-mail address, so that we can contact You.
(x) The contact information which we can provide to the Contributor of the Contribution concerned, so that he/she can contact You to resolve Your complaint directly.
(xi) Include a statement indicating that to the best of Your knowledge and in good faith, You believe that use of the Contribution is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law. You must further swear that the information contained in Your notification to Us is accurate and You are the copyright owner, or have the exclusive right to bring infringement proceedings with respect to its use.
(xii) Sign the notice. A scanned physical signature or a valid electronic signature will be accepted.
(xiii) Send the notice, in English, to the following Address:
Attn:Open Screenplay Copyright Infringement Notification
20. Termination.OSI may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOU or any other agreement that You may have with OSI(including, without limitation, non-payment of any fees owed in connection with the Website or otherwise owed by You to OSI), (b) requests by law enforcement or other government agencies, (c) a request by you, (d) the discontinuance, suspension or material modification to the Website (or any part thereof), (e)unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities or activities that involve infringement of third party rights. Further, OSI may change, suspend, discontinue or terminate any aspect of the Website or impose limits on certain of its features, including restricting Your access to all or parts of the Website. Termination of Your access to the Website may also include removal of some or all of the materials uploaded by you to the Website. You acknowledge and agree that all terminations may be made by OSI in its sole discretion without notice or liability and that OSI shall not be liable to you or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of the TOU by OSI shall be in addition to any and all other rights and remedies that OSI may have.
21. Availability & Updates.OSI may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
22. Security. Information sent or received over the Internet is generally unsecured and OSI can not and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for any activities or actions under Your password. OSI will not be liable for any loss or damage arising from Your failure to comply with these requirements.
23. Survival. The following sections shall survive termination of this Agreement for whatever reason: 5, 6, 11, 18, 19, 20, 21, 22, 24, 27 and 28 For greater certainty, all payment obligations will survive termination or expiration of this Agreement for any reason.
24. Additional General Terms and Conditions.
(i) In the event of dispute over the identity of a Voted Contributor, the VotedContribution will be declared made by the registered User of the email address through which the VotedContribution was entered and the Contributor may be required to provide identification sufficient to show that he/she is the authorized account holder of such email address. It is the sole responsibility of the Contributor to notify OSI in writing if the Contributor changes his/her e-mail or postal address;
(ii) OSI has the right at any time to require additional proof of identity and/or eligibility. Failure to provide such proof within a reasonable time could result in disqualification. All personal details and information requested by and supplied to OSI by each Contributor must be truthful, accurate and in no way misleading. OSI reserves the right to disqualify any Contributor from the OSI Platform in its sole discretion should any Contributor at any stage supply untruthful, inaccurate or misleading personal details and/or information or should any Contributor cease to be eligible to continue as a Contributor;
(iii) If for any reason the OSI Platform is not capable of being administered as planned, including without limitation, lack of sufficient number of Followers, Contributors, Screenplays, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the OSI Platform, or for any reason OSIdeems, in its sole and absolute discretion, that the OSI Platform is not meeting the expected goals, OSI reserves the right, in its sole and absolute discretion to change theTOU, the structure, process, timing, schedule, or any other aspect of the OSI Platform, at any time, including the cancellation, modification or termination the OSI Platform, for any reason, without further notice;
(iv) If OSI determines, in its sole and absolute discretion, that any User has not complied with the TOU in any way, for example (i)by use of proxy voting, (ii)by registering more than one time on the Website and/or using multiple e-mail or dummy e-mail addresses, or (iii)by other fraudulent means in an attempt to cast more than the one vote allotted, then OSI reserves the right to cancel that User’s account, disqualify all his/her votes, disqualify any contribution that he/she has submitted and disallow any further participation by such individual in the OSI Platform;
(v) OSI reserves the right, at its sole and absolute discretion, to disqualify any User and any or all of a Contribution and/or votes deemed to be (i) tampering or attempting to tamper with the entry or voting process or the operation of the OSI Platform or any OSI website;(ii) violating the TOU and/or general rules or guidelines provided by OSI; or (iii) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any attempt by a User or any other individual to deliberately damage any website associated with the OSI Platform or to undermine the legitimate operation of the OSI Platform may be a violation of criminal and/or civil laws. Should any such attempt be made, OSI reserves the right to seek remedies and damages to the fullest extent permitted by law;
(vi) OSI reserves the right, in its sole and absolute discretion, to require User to submit to a confidential background check to confirm eligibility and help ensure that the participation of any such person in the OSI Platform will not bring OSI into public disrepute, contempt, scandal or ridicule or reflect unfavorably on OSI, its agents or the OSI Platform as determined by OSI in its sole and absolute discretion;
(vii) By submitting a Contribution, You agree to waive the right to challenge the results of any voting or any decision by OSI or its agents;
(viii) The TOU and compliance with the TOU will be binding on all Users of the OSI Platform and their heirs, administrators, executor, successors and assigns;
(ix) You are solely responsible for reviewing the TOU with Your legal and tax advisors to determine their potential tax liability, if any, in connection with receiving the proportionate compensation set forth in the Proportionate Compensation Terms as part of the OSIPlatform. You shall be solely responsible for paying all local, provincial and federal and all other tax obligations arising from any proportionate compensation set forth in the proportionate Compensation Terms. You hereby release the Released Parties of any and all liability in connection with any such taxes. OSI may deduct, withhold or require payment of any such taxes before delivery of the proportionate compensation set forth in the proportionate Compensation at its sole discretion;
(x) The construction, validity, interpretation and enforceability of the TOU and OSI Platform will be governed by and construed in accordance with the laws of the Province of Ontario without giving effect to any choice of law or conflict of law rules, and that parties agree to submit exclusively to the jurisdiction of the Courts of Ontario that are located in Toronto Ontario. Notwithstanding the foregoing, You acknowledge that OSI may nonetheless:(1)seek to obtain injunctive or other equitable relief from a court to enforce the provisions of the TOU; and/or (2)bring an action in court to protect or interpret any of OSI’s intellectual property rights;
(xi) You are not entitled to assign Your rights or obligations under the TOU at any time. OSI has the unlimited right to assign its rights and obligations under the TOU at any time, in whole or in part, to any party;
(xii) You will execute any documents (after being afforded a reasonable opportunity to review and/or confirm the same) and do any other acts as may be reasonably required by OSI to further evidence or effectuate OSI’s rights as set forth in the TOU, and You appoint OSI as Your attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, but only to execute any and all such documents,or perform such acts, which You fail to execute (after being afforded a reasonable opportunity to review and/or confirm the same);
(xiii) In the event of any dispute concerning the operation of any element of the OSI Platform or the TOU, the decision of OSI will be final. OSI’s decisions in relation to the OSI Platform will be final and binding without the right of appeal;
(xiv) By registering as a User in the OSI Platform by voluntarily providing personal information(including, but not limited to, email address, first name, last name, and contact phone number) (collectively the “Personal Information”) You consent and agree to: (i)OSI’s right to use Your likeness, name, and biography (collectively, “Likeness”), in connection with all promotional activities related to the OSI Platform and any Screenplayin all media and formats without restriction (including, but not by way of limitation, on websites or otheronline media and in advertising, publicity and exploitation in connection with the OSI Platform and any Screenplay); (ii)the Contributions are not subject to any obligation of confidentiality; (iii)OSI and the Released Parties shall not beliable for any use or disclosure of the Contributions as contemplated in the TOU; and (iv)OSI and the Released Parties are released from any and all liability arising out of the collection, use and disclosureof the Personal Information in the ways stated in the TOU;
(xv) The OSI Platform is void where prohibited by law and is subject to all applicable federal, provincial and municipal laws;
(xvi) OSI’s software and service are protected by patent. Our statement in compliance with 35U.S.C. 287(a) is available here
(xvii) OSI is not responsible for lost, late, incomplete or misdirected Contributions for any failureof the Website (or Your inability to access the Website at any time), or for any problems ortechnical malfunction of a telephone or broadcast network or lines, computer on-linesystems, servers, access providers, computer equipment, software, failure of any e-mailor on-line entry or Contribution or vote to be received by OSI on account of technicalproblems or traffic congestion on the Internet or the Website, lost/delayed datatransmission, omission, interruption, deletion, defect, faulty, incomplete, incomprehensible,or erased computer or network transmissions or any combination thereof that may affectan individual’s ability to participate in the OSI Platform, or for any injury or damage to anyperson or to Your or any other person’s computer or property related to or resulting fromusing, downloading or sending any Contributions in connection with the OSI Platform or inconnection with Your participationin the OSI Platform, or for late, lost, stolen, incompleteor misdirected submissions or OSI’s use of the Contributions and Your Likeness, includingwithout limitation, as a result of invasion of privacy, libel, defamation or infringement ofcopyright. OSI reserves the right, in its sole discretion and without notice, to cancel, suspend or modify the OSI Platform, in whole or in part, for any reason including a virus or bug related to the Website or any other cause of any nature beyond the reasonable control of OSI which corrupts or could corrupt or interfere with the security or proper administration of the OSI Platform, or for any other reason;
(xix) Any attempt to deliberately damage the Website or to undermine the legitimate operation of the OSI Platform will render any Contribution submitted by an individual participating in such activity void and may be a violation of criminal and/or civil laws. Should such an attempt be made, OSI reserves the right to seek remedies and damages to the fullest extent permitted by law, including criminal prosecution;
(xx) OSI is not responsible for any errors, omissions, incorrect or inaccurate information the Rules, other OSI Platform-related information;
(xxi) If any part of the TOU is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of OSI to exercise or enforce any right or provision under the TOS shall not constitute a waiver of such right or provision. Any waiver of any right or provision by OSI must be in writing and shall only apply to the specific instance identified in such writing; and
(xxii) You understand and agree that no failure or delay of OSI in exercising its right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
If You have any questions about the TOU or if You wish to make any complaint or claim with respect to the Website or Service, please contact us at:firstname.lastname@example.org