1. Parties: “Gawker” shall include Gawker Media LLC (“Gawker”) and its parents, subsidiaries, affiliated entities, directors, officers, employees, agents, contractors, and insurers (including, but not limited to the website Jalopnik.com (individually, “Jalopnik”). “Participant” shall mean the individual, or corporate entity that is submitting a film (“Film”) to Gawker for consideration for possible inclusion in the Jalopnik Film Festival (the “JFF”), currently anticipated to occur in November 2014 in New York, New York (with such details subject to change at Gawker’s sole discretion).
2. The Festival: The JFF will gather films (each “a Film” and collectively, the “Films”) from amateur and possibly also professional filmmakers from around the world. Only films featuring a car in a meaningful way will be considered for the JFF. The films will be evaluated by a panel of judges, including judges from Jalopnik.com, Gawker.com, members of the film community and possibly also members of the automobile enthusiast or racing community.
3. Submissions: Participant shall submit their entry (the “Submitted Film,” and collectively, the “Submitted Films”) to the JFF in accordance with the methods and requirements set forth in this Agreement, via this online submission form which shall include an html link to a Vimeo or YouTube video or video hosted on entrant’s own website, or alternatively (a) emailed to Gawker at email@example.com (with the subject line to read, “Jalopnik Film Festival”) along with a signed copy of this Agreement, or (b), mailed to the Gawker offices at Jalopnik Film Festival, c/o Jalopnik, Gawker Media LLC, 210 Elizabeth Street, 3rd Floor, New York, New York, 10012, along with a signed copy of this Agreement. Submitted Films should: (a) have a running time of between thirty (30) seconds and one hundred twenty (120) minutes; (b) be in one of the following formats: a link to a Vimeo or YouTube video or entrant’s own website (as described above), a physical DVD mailed to the Gawker offices (as described above), or in electronic format and submitted via email (as described above). 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. The films must be marked for submission into one of the following categories (“Submission Categories”):
• Foreign Language (subtitled in English)
The Submission Categories shall be for the purpose of organizing the submission Films only. After reviewing all submissions, the judges shall create review categories (“Review Categories”), organize all Films into the Review Categories, and select multiple Films from each Review Category to be screened at the JFF and shown via Gawker’s websites.
Submitted Films should not contain any material that: (a) involves children (anyone under the age of eighteen (18)) in a sexually suggestive, violent or pornographic manner); (b) is illegal or promotes illegal activities; (c) contains or promotes information that Participant knows or has reason to know is false or misleading; (d) defamatory or libelous, (e) invade the privacy of or creates a security risk to any person; or (f) 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 Cars of North America, LLC are not eligible to participate in the submission of Films for the JFF.
4. Selection for JFF: If Participant’s Submitted Film is chosen for inclusion in the JFF, Participant will be notified by email or telephone and will receive two (2) invitations to the JFF. If Participant’s Submitted Film is selected to be featured in the JFF, Participant must make available to Gawker, a 16:9 aspect ratio, 1920 x 1080 resolution version of the Submitted Film on DVD via methods to be specified by Gawker. Once Participant’s Submitted Film has been selected, it cannot be withdrawn from the JFF for any reason.
5. Grant of Rights to Gawker: Participant hereby grants to Gawker the irrevocable and freely sublicensable rights to exhibit Participant’s Submitted Film at the JFF, without any obligation or accountability to Participant whatsoever, and, at Participant’s discretion, the royalty-free right to display Participant’s Submitted Film via an embedded link on Jalopnik.com and/or Gawker’s other websites, including, without limitation, for advertising and publicity purposes.
6. 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 exhibit the Submitted Film at the JFF and on the Jalopnik.com or other Gawker websites; (d) the Submitted Film 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 as a result of its transmission or use (or its authorizing the transmission or use) of the Submitted Film hereunder, including, without limitation, payment to any producer, director, actor, writer, or any other person who performed services in or in connection with the Submitted Film.
7. 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 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 JFF.
8. Indemnification: (a) 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 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 upon (i) the transmission or use of the Submitted Film in accordance with the terms of this Agreement; and/or (ii) any breach by Participant of any representation, warranty, or agreement made by Participant herein.
9. Release: In consideration for being permitted to participate in the JFF, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged), Participant hereby forever waive, release, covenant not to sue, and discharge, to the maximum extent permitted by law, Gawker from any and all claims, that Participant may have arising out of participation in the JFF, including, but not limited to those resulting in from transmission of Participant’s Submitted Film at the JFF, and also the display and/or use of Participant’s Submitted Film on Jalopnik.com or other Gawker websites.
10. 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.