1. Parties: “Gawker” shall include Gawker Media LLC (“Gawker”) and its parents, subsidiaries, affiliated entities, directors, officers, employees, agents, contractors, and insurers, as well as advertisers and sponsors. “Participant” shall mean the individual, or corporate entity that is submitting material (such material, the “Submission” and collectively, the “Submissions”) for consideration in the Volvo Sponsored Short Film Contest (“VSSFC”).
2. The Volvo Sponsored Short Film Contest: The VSSFC will consist of the evaluation by Gawker and executive(s) from Volvo Cars of North America, LLC (“Volvo”) of the Submissions to choose a winning Submission (the “Winning Submission”) on the basis of creativity, skill, talent, production feasibility, and/or the overall merit of the Submission. The Participant who has submitted the Winning Submission, shall be provided with the opportunity to participate in the creation, writing, animation, direction and/or production (as appropriate and as commensurate with Participant’s experience and Submission) of a ten-minute or less Film for Volvo (the “Volvo Sponsored Short Film,” to premiere at the Gawker-produced and Volvo-sponsored, “Jalopnik Film Festival,” in New York, New York in November 2014 and to be shown on Gawker’s websites as well as Volvo’s website(s), in accordance with the terms set forth in this Agreement. Participant shall not have full creative control of the creation of the Volvo Sponsored Short Film but will participate in its creation and production.
3. Submissions: Submissions shall take the form of a written summary of the submission concept and may include a proof of concept film/video, a screenplay of no more than ten (10) pages, a written treatment, a storyboard, photograph/s, or other materials. Participants shall submit their Submissions to Gawker in accordance with the methods and requirements set forth in this Agreement, via this online submission form, or alternatively (a) emailed to Gawker at films@jalopnik.com (with the subject line to read, “Volvo Sponsored Short Film Contest Entry”) along with a signed copy of this Agreement, or (b), mailed to the Gawker offices at Volvo Sponsored Short Film Contest, c/o Jalopnik, Gawker Media LLC, 210 Elizabeth Street, 3rd Floor, New York, New York, 10012, along with a signed copy of this Agreement. Submissions submitted via option (a) or (b) above that are missing the signed copy of this Agreement shall be considered incomplete and invalid, and will not be reviewed or considered. Submissions received via mail will not be returned to the Participant. Submissions should not contain any material that: (a) is violent; (b) is pornographic; (c) involves children (anyone under the age of eighteen (18)) in a sexually suggestive, violent or pornographic manner); (d) is sexist, racist or otherwise bigoted; (e) is illegal or promotes illegal activities; (f) contains or promotes information that Participant knows or has reason to know is false or misleading; (g) threatening, obscene, abusive, defamatory or libelous, (h) poses or creates a privacy or security risk to any person; or (i) violates or infringes upon the common law rights, or the copyright, or the literary, dramatic, music, or motion picture rights, or the trademark or trade name, of any person, and/or violates the private, civil or property rights, or the right of privacy, of any person or entity. Employees of Gawker and /or Volvo are not eligible to participate in the VSSFC.
4. Selection and Volvo Sponsored Short Film: If Participant’s Submission is chosen as the Winning Submission, Participant will be notified by email or phone on or before September 8, 2014, and will be afforded the opportunity to participate in the development process and to work with the creative team at Gawker and Volvo executives on-location during the principal photography and production to produce the Volvo Sponsored Short Film. The Volvo Sponsored Short Film shall feature and incorporate a car, to be provided by Volvo for use in the Volvo Sponsored Short Film only.
5. Approvals: Participant shall provide services on and/or produce the Volvo Sponsored Short Film in accordance with the terms and conditions set forth herein. The Volvo Sponsored Short Film shall be produced in a format specified by Gawker and shall be produced from a script which shall be subject to Gawker’s approval. Gawker shall have the right of full and final approval with respect to all key creative elements in the Volvo Sponsored Short Film, including, without limitation (and as applicable), the producer(s), director, writer, editor, director of photography, principal cast members, format, material departures from the script, photographic/media technology, title and music, and Participant shall incorporate into the Volvo Sponsored Short Film any suggestions, creative direction, brand guidelines and/or other inputs provided by Gawker and/or Volvo.
6. Travel: If Participant’s Submission is chosen as the Winning Submission, Participant shall receive: 1. roundtrip coach air travel (if appropriate given Participant’s location) for Participant, as well as reasonable hotel accommodations (room and tax only) for up to six (6) nights, dependent upon the length of the shoot, and ground transportation to and from airports or shoot locations, to travel to the shoot; and 2. roundtrip coach air travel (if appropriate given Participant’s location) for two (2), as well as reasonable hotel accommodations (room and tax only) for three (3) nights, and ground transport to and from airports or locations, to travel to the premiere of the Volvo Sponsored Short Film in New York, New York, at a date to be selected in November of 2014, at the JFF.
7. Credit and Usage by Participant: If Participant wins the opportunity to make the Volvo Sponsored Short Film, Participant shall receive a credit, on a single card, either in the opening or end credits (at Gawker’s discretion), to be commensurate with Participant’s input (i.e. “concept by,” “story by,” “directed by,” etc.), as well as the ability to use the Volvo Sponsored Short Film in any professional reel or similar capacity.
8. Work for Hire: Participant acknowledges and agrees that to the extent that the Volvo Sponsored Short Film, and/or any of the elements that have been prepared by Participant in connection with the production of the Volvo Sponsored Short Film, are protectable by copyright, such Volvo Sponsored Short Film and/or elements shall constitute a “work made for hire” within the meaning of Section 101(2) of the United States Copyright Act (the “Act”). Participant agrees that Gawker has specially ordered Participant’s services in connection with the production of the Volvo Sponsored Short Film and/or such elements. Participant further agrees that, as between Gawker and Participant, the Volvo Sponsored Short Film, and all rights in and to the Volvo Sponsored Short Film, including, without limitation, all copyrights and any extensions and renewals thereof, under United States law, under the Berne Convention, and throughout the world, are and shall remain the sole and exclusive property of Gawker, and that Participant shall not make any claim of any kind or nature with respect thereto. Participant agrees that, as between Gawker and Participant, Gawker shall have the sole and exclusive right, in Gawker’s sole discretion, to use and reproduce, or authorize the use or reproduction of, the Volvo Sponsored Short Film, or any excerpt(s) or portion(s) thereof, in any form, in any language and in any medium throughout the world. Gawker shall have the exclusive right to utilize the Film, combine it with other works, make different versions thereof, or use them in any other manner or form it so desires, in its sole discretion. Participant shall not make any claim of any kind or nature with respect thereto, and Gawker shall have all rights with respect to all of the foregoing as set forth in this Section. Participant agrees that, to the extent that the Volvo Sponsored Short Film shall be deemed by any court of competent jurisdiction or any governmental or regulatory agency not to be a “work made for hire” within the meaning of the Act, the provisions of this Agreement still shall control and, for the consideration set forth herein, Participant irrevocably and absolutely shall, to the extent of its rights therein, assign, transfer and convey to Gawker and its assignees, the Volvo Sponsored Short Film, and any right, title and interest Participant may have in it, in all forms, in all languages and in all media throughout the world, including, without limitation, all copyrights therein and renewals and extensions thereof throughout the world.
9. Grant of Rights to Gawker: Participant hereby grants to Gawker the irrevocable and freely sublicensable rights to feature, display, reproduce, transmit, and/or authorize the feature, display, reproduction and/or transmission of, Participant’s Submission, at the JFF, as well as worldwide, in perpetuity via Jalopnik.com and/or Gawker’s other websites, and on Vimeo.com and/or YouTube.com, including, without limitation, for Gawker’s advertising and publicity purposes, without any obligation or accountability to Participant whatsoever. Further, Participant hereby acknowledges that while no such grant is needed, Participant shall grant to Gawker the irrevocable and freely sublicensable rights to feature, display, reproduce, transmit, and/or authorize the feature, display, reproduction and/or transmission of, the Volvo Sponsored Short Film, at the JFF, as well as worldwide, in perpetuity via Jalopnik.com and/or Gawker’s other websites, and on Vimeo.com and/or YouTube.com, including, without limitation, for Gawker’s advertising and publicity purposes, without any obligation or accountability to Participant whatsoever, and that Participant shall not display, exhibit or transmit the Volvo Sponsored Short Film publicly prior to the Volvo Sponsored Short Film’s premiere at the JFF.
10. Representations and Warranties: Participant represents and warrants that: (a) Participant is at least eighteen (18) years old; (b) that the Submission is an original work, created solely by Participant (or if the Submission is a group effort, Participant represents and warrants that they are the holder of the copyright to the Submission); (c) Participant has the rights necessary to display, transmit, reproduce or exhibit the Submission at the JFF and on Gawker’s websites, as well as via Vimeo.com and/or YouTube.com; (d) the Submission does not and will not, infringe upon the common law rights, or the copyright, or the literary, dramatic, music, or motion picture rights, or the trademark or trade name, of any person, and does not and will not violate the private, civil or property rights, or the right of privacy, of any person or entity; and (e) under no circumstances will any fees, residuals, compensation or any other payment of any kind whatsoever ever be payable by Gawker or Volvo as a result of its featuring, display, reproduction, transmission, or use (or its authorizing the feature, display, reproduction, transmission or use) of the Submission hereunder, including, without limitation, payment to any producer, director, actor, writer, or any other person who performed services in or in connection with the Submission.
11. Name and Likeness: Participant grants to Gawker the right to take motion and still pictures of Participant and to record Participant’s voice in connection with Participant’s participation in the VSSFC and/or the JFF, and to obtain other information about Participant, including, but not limited to, Participant’s name (collectively, “The Name/Likeness Materials”), and to use the Name/Likeness Materials in any media now known and/or hereafter devised, worldwide, in connection with publicizing, promoting, exhibiting, or otherwise exploiting the VSSFC and/or the JFF.
12. “Behind the Scenes” Materials: Gawker may choose to create “bloopers” and/or behind-the-scenes footage shot on location and/or during the creation the Volvo Sponsored Short Film. Participant grants Gawker the right to create such materials, as well as to use the Name/Likeness Materials in connection with the exploitation of such materials and to exploit these materials, at the JFF, as well as worldwide, in perpetuity via Jalopnik.com and/or Gawker’s other websites, and on Vimeo.com and/or YouTube.com.
13. Indemnification: At all times, Participant shall indemnify and hold harmless Gawker, its parents, subsidiaries and affiliated entities, directors, officers, employees, agents, contractors, and insurers, as well as Volvo and the sponsors of the JFF, and their respective advertising agencies, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of or based use of the Submission in accordance with the terms of this Agreement; (ii) production of and work on the Volvo Sponsored Short Film, as well as its transmission or exhibition; and/or (iii) any breach by Participant of any representation, warranty, or agreement made by Participant herein.
14. Release: In consideration for being permitted to participate in the VSSFC, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Participant hereby forever waives, releases, covenants not to sue, and discharges, to the maximum extent permitted by law, Gawker from any and all claims, that Participant may have arising out of participation in the VSSFC, including, but not limited to those resulting in from the use of Participant’s Submission in connection with the VSSFC and/or the JCC, and also the display and/or use of Participant’s Submitted Film on Jalopnik.com or other Gawker websites, as well as on Vimeo.com and/or YouTube.com.
15. Governing Law and Arbitration: This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of New York applicable to agreements entered into and wholly to be performed therein, with both parties hereby submitting to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City. Any controversy between the parties regarding any of the terms, provisions or conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by arbitration in accordance with the current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s), including legal fees and costs of the prevailing party, may be rendered by any court having jurisdiction thereof. The location of the arbitration shall be in New York, New York.
SIGNED AND AGREED TO as of the date indicated below.
