MATERIAL SUBMISSION RELEASE

The material enclosed herewith is submitted to Baseline-Filmtracker, Inc. on the following terms and conditions (the Agreement):

The contributor or contributors ("Contributor") of the material submitted with and described on this submission form (the "Material") hereby agrees and acknowledges that it is solely the Contributor’s responsibility to insure that the Material has been duly registered for copyright purposes at the United States Copyright Office at the Library of Congress in Washington, DC and that such registration has occurred prior to this submission of the Material, and, if the Material is a film, with respect to the screenplay on which such film was based as well.

The Contributor hereby grants FMS the non-exclusive rights to copy, distribute and exhibit the Material via the Internet in any manner whatsoever, whether currently possible or hereinafter discovered. The Contributor understands and acknowledges that users ("Users") of the Internet and the Site may download the Material (a) into a mechanical form (i.e., in current technology, a disk) or (b) from the Internet for computer viewing (i.e., in current technology, through "Quicktime") and that Users may distribute and/or copy such downloaded versions of the Material and Contributor grants the rights necessary for such usages. FMS bears no responsibility for any use of or activity in relation to the Material by any User and Contributor hereby waives any right to hold FMS liable in any manner for any User activity with respect to the Material. FMS may license, sell, assign or otherwise dispose of the rights to the Material granted to it hereunder.

The Contributor acknowledges that FMS is in the business of exhibiting creative content on the www.filmtracker.com website (the "Site") to, among others, Users in the entertainment industry, FMS and such Users receive submissions from many other contributors and that such other submissions may contain similarities to the Material and the existence of such similarities in other materials exhibited or otherwise exploited by FMS or such Users does not constitute infringement on the part of FMS or such Users. The Contributor agrees that FMS and such Users shall have the right to exploit in any fashion such other similar material and that it will not in any manner hinder such exploitation based on FMS’ and such Users’ access to the Material. The Contributor will not in a manner adverse to FMS or such Users initiate any action, suit or other proceeding and shall not make any Claim (as defined below) against FMS or such Users in connection to the existence of such similarities in other materials exhibited or otherwise exploited by FMS or such Users.

Notwithstanding the foregoing, if the Contributor should claim that FMS or a User has used all or any part of the Material or any features or elements in the Material or breached any alleged agreement to use or to compensate the Contributor for the use of the Material or any features or elements thereof, the Contributor undertakes the entire burden of proof of originality, copying, similarity, and all other elements necessary to establish liability, and agrees that the Contributor’s submission of the Material shall in no event give rise to a presumption or inference of copying or taking or that any User had access to the Material or examined same.

The Contributor shall receive no payment or other consideration in respect of this submission to FMS and FMS shall not be liable for any such payment. Nothing in this form shall obligate FMS to exploit the Material in any way. It is understood that no submissions of Material may be returned.  The Contributor acknowledges that FMS may derive revenue from the Material or the Site as a whole and that the Contributor shall not share therein or have any rights to such revenue. The Contributor acknowledges and agrees that he or she shall derive value from the inclusion of the Material on the Site and such value shall be adequate consideration to bind Contributor to this Agreement.  The Contributor acknowledges that FMS would refuse to accept or otherwise evaluate the accompanying Material in the absence of Contributor’s acceptance of each and all of the provisions of this Agreement. 

The Contributor of the Material represents and warrants that:

(1) the Contributor is the exclusive holder of all rights in and to the Material, including, without limitation, all copyright;

(2) all of the Material is the original work of the Contributor except to the extent based on or copied from work or facts in the public domain;

(3) the Contributor has retained at least one copy of the Material;

(4) neither the Material nor any element thereof violates the copyright, patent, literary, privacy, publicity, trademark, service mark, trade secret or any other personal, moral or property right of any person, entity or governing body nor the laws, rules, regulations or other binding legal regime of any state, country or other body including, without limitation, any obscenity laws or the like or any rights of privacy, or laws regarding libel, defamation or slander, or the like, and no material in or element of the Material can, may or will be classified by any applicable governing regime as speech not protected by the First Amendment of the United States Constitution;

(5) there is no threatened, pending, or current litigation or other proceeding in connection with the Material;

(6) neither the Material nor the submission thereof constitutes the breach of any contract, agreement or arrangement, including, without limitation, any union or guild provision;

(7) the Material is free from viruses and other destructive elements;

(8) the Contributor has all necessary power and authority to execute and deliver this Agreement, or, if this form is being submitted on behalf of a Contributor, the submitting party warrants that it is the binding legal agent of the Contributor, has all necessary power and authority to execute and deliver this Agreement and provides herewith documentation of such legal agency.

The Contributor shall indemnify and hold harmless FMS with respect to any loss, liability, suit, action, claim, settlement, fee, cost or damage (including attorneys’ fees and other costs of defense), in connection with any breach of any of the foregoing representations and warranties or any other provision of this form, or any authorized or unauthorized usages of the Material. 

The Contributor hereby waives any and all Claims whatsoever against FMS in connection with any misuse of the Material by third parties.  The Contributor hereby releases FMS from any and all Claims for loss or other damage to the copies of said Material.  In no way limiting the provisions set forth in this Agreement, the Contributor agrees that any remedy against FMS shall be limited to damages at law and that Contributor shall not be entitled in any event to injunctive or any other equitable relief.

 Claims shall mean and include all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature, including:  (i) any unknown, unsuspected or undisclosed claim; (ii) any claim or right that may be asserted or exercised by the Contributor in any capacity regarding the Material; and (iii) any claim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement regarding the Material.

The Contributor (a) represents, warrants and acknowledges that the Contributor has been fully advised of the contents of Section 1542 of the Civil Code of the State of California, and (b) hereby expressly waives the benefits thereof and any rights the Contributor may have thereunder.  The Contributor also hereby waives the benefits of, and any rights the Contributor may have under, any statute or common law principle of similar effect in any jurisdiction.  Section 1542 of the Civil Code of the State of California provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 

This Agreement does not create a partnership or joint venture between the Contributor and FMS. The Contributor or FMS are not agents or representatives of the other or allowed to act as such or incur liabilities for the other. Any waiver of any breach of this Agreement shall not allow for subsequent breach. This Agreement shall not be construed as to require the commission of any act that is against the law or any applicable guild or union agreement. If there is any conflict between this Agreement and any such law or guild, etc., the latter shall prevail, and this Agreement shall be modified to the extent (and only to the extent) necessary to remove such violation.  Should any provision or part of any provision of this Agreement be void or unenforceable, such provision or part thereof shall be deemed omitted, and this Agreement with such provision or part thereof omitted shall remain in full force and effect.  This Agreement shall at all times be construed so as to carry out the purposes stated herein.

The term of this Agreement shall be from the time FMS accepts the Material submitted pursuant to this Agreement until either the Contributor or FMS terminates the Agreement by sending the other party two weeks written notice no less than two weeks prior to the date of termination.

All notices that are required to be made pursuant to this Agreement shall be in writing and sent by email or by U.S. Priority Mail or reputable overnight courier, at the email or geographical addresses set forth herein (or at another address designated by notice sent in accordance with this section).

The Contributor has read and understands this Agreement and no oral representations of any kind have been made to the Contributor and that this Agreement states the parties entire understanding with reference to the subject matter hereof.  Any modifications or waiver of any of the provisions of this Agreement must be in writing and signed by the parties hereto.  This Agreement shall inure to the parties benefit and to the benefit of the parties’ heirs, successors, representatives, assigns and licensees.  This Agreement shall be governed by the laws of the state of California applicable to agreements executed and to be fully performed therein. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

AGREED AND ACCEPTED by the publisher of said project on www.filmtracker.com

Material Title, as indicated in FilmTracker's MY PROJECTS