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Submission Agreement

For your reference, here is a copy of the Submission Agreement. You can fill out the submission forms online. Read the agreement carefully!

The contributor or contributors (that's "you" from now on) of the material submitted with this submission form (the "Movie") to Undergroundfilm.com, Inc. ("Undergroundfilm", that's also "us" or "we") agrees with, accepts, and warrants the following:

W A R R A N T I E S

You have the sole and entire right, power and authority to enter into this Agreement and are of legal age to do so (if you are under 18 this may be a problem so check it out).

You have paid and will continue to pay all expenses, salaries, fees and all other obligations with respect to this Movie, and there are no outstanding liens or charges on it (i.e., no-one is owed anything).

You have secured all necessary or required releases, licenses and clearances with respect to all persons and elements in the Movie and all parties contributing or providing services to your Movie. There are a lot of times when a release may be necessary, like when you interview someone or show the inside of someone's home. Make sure you've looked into this kind of thing.

You are the author of the Movie — that is, the exclusive holder of all rights to the Movie, including, without limitation, copyright, and you understand that it is solely your responsibility to insure that the Movie is protected by copyright (and you have taken the necessary steps to do so, like registering it at the Copyright office of the United States Library of Congress).

All of the Movie is your original work except those parts in the public domain (like a line from Shakespeare) or used pursuant to valid permissions which you've obtained in writing (this applies to all music in the Movie, by the way, unless you wrote and recorded it yourself).

Neither the Movie nor any element of it violates (1) the rights (including copyright, trademark rights, patent rights, or any other intellectual property right) of any person, entity or governing body including, without limitation any so-called rights of privacy or publicity, such as libel or slander laws or the like nor (2) the laws, rules or regulations of any state, country or other body including, without limitation, any obscenity laws or the like.

There is no threatened, pending, or current litigation or similar proceeding in connection with the Movie that you know about or should know about.

Neither the Movie nor the submission thereof to us results in the breach of any contract, agreement or arrangement, including, without limitation, any union or guild provision.

You waive any and all moral or similar rights you may hold in any applicable jurisdiction, which refers to the right, in certain countries (mostly in Europe, we believe), to seek a remedy when you don't like the way your work is displayed, attributed, etc.

I N D E M N I F I C A T I O N

You shall indemnify and hold harmless Undergroundfilm.com, Inc. and its affiliates, owners, subsidiaries, agents, directors, officers, employees or agents (all of us collectively "Undergroundfilm" from this point forward) with respect to any loss, liability, suit, action, claim, settlement, fee, cost or damage (including cost of defense) resulting from, or in connection with, a breach of any of the foregoing warranties or any other provision of this agreement, the Movie or any part of the Movie, or any usage of the Movie described in this Agreement.

R E L E A S E S

Because we cannot take the chance that a short film, music or screenplay submission will cost us years in court and a fortune in legal fees, we insist on your acknowledgement and acceptance of the following:

You acknowledges that we're in the business of exhibiting Movies through submissions and that other submissions may contain similarities to your Movie, and the existence of such similarities in other materials exploited, presented, exhibited, displayed, distributed, uploaded or downloaded from or by Undergroundfilm does not constitute infringement on our part. You agree that we'll have the right to exploit in any fashion such other similar material and that you will not in any manner hinder such exploitation(s) or make a claim against Undergroundfilm based on the fact that we had access to the Movie.

You will not in any manner adverse to Undergroundfilm initiate any action, suit or other proceeding or make any claim in connection with, resulting from or arising out of the Movie, the subject matter of this Agreement, the Undergroundfilm.com Website (the "Site") or the use of the Movie by Undergroundfilm or any users of the Site ("Users") or other third parties, whether on, off or from the Site (we may place a digital watermark movies, to discourage the copying, infringement or mistreatment of the film by Users but can make no guarantees regarding its effectiveness). You make this promise even though there may be facts or circumstances (including but not limited to facts or circumstances about this Agreement, the Site, the Movie, Undergroundfilm or other matters) of which you are currently unaware which would impact your decision to make such a claim, initiate an action, or forfeit the right to do either. Undergroundfilm shall not be liable to you for any damages (of any kind) in connection with, resulting from or arising out of the subject matter of this Agreement, the Site or the use of the Movie by Undergroundfilm, any Users or other third parties, whether on, off or from the Site. We make no express or implied warranties regarding the Site or any other matter except as specifically set forth in this Agreement. Your sole remedy in the case of breach by Undergroundfilm of this Agreement, or dissatisfaction with this Agreement, Undergroundfilm or the Site is termination of this Agreement. Under no circumstances will Undergroundfilm be subjected by you to injunctive or equitable relief.

R I G H T S

You hereby grant to us the NON-EXCLUSIVE, unlimited and unfettered worldwide rights to:

You understand that Users may be able to download the Movie into a mechanical form (i.e., in current technology, a disk) and that Users may be able to distribute and/or copy such downloaded versions of the Movie. You accept that we cannot he held responsible for this or any damages to you or the Movie that may result.

C O N S I D E R A T I O N

Except as may be provided in an addendum to this agreement entered into by you and us, you will receive no payment for this submission, you'll hold no rights, nor receive, share in or be entitled to revenue we may receive from the Site or the Movie. We have put a lot of time and money into this Site and you acknowledge that the exposure you may receive is adequate and fair consideration for the rights and benefits granted to us in this Agreement.

A S S I G N M E N T

We may license, assign, sell or otherwise dispose of our rights under this Agreement to any party. You may assign only with our consent.

T E R M I N A T I O N

Either of us can terminate this Agreement at any time by notifying the other via e-mail thirty days prior to the date this Agreement is to terminate. After that, we'll have no rights to the Movie and each of us will not hold any obligations to the other; it will be just like this Agreement never happened. However, to the extent that the Movie is being used in any of Undergroundfilm's advertising or promotional materials, Undergroundfilm shall retain the right to such usage for an additional year after termination so that we may have adequate time to change such advertising, etc. Undergroundfilm shall retain its rights to exhibit the film on the Site for an additional 90 days.

R E V I S I O N

This Agreement may be changed at any time and you shall remain bound to any such revisions, however, you can always terminate the Agreement should they not be to your liking, and we will notify you of any revision that materially alters your rights and such revisions will not apply until you consent via email. This Agreement will be governed by the laws of the state of California and the United States of America and any disputes regarding the subject matter of this Agreement shall be resolved in the courts of the city of San Francisco, California.

This Agreement, along with any subsequent addenda to this Agreement which are signed by both you and UndergroundFilm, represents the entire agreement between us and can only be altered by another written agreement. Nothing in this Agreement will obligate us to use the Movie in any way (i.e., show it, etc.). It is understood that no submissions in any forms in our possession may be returned, even upon or after termination.

Revision 1.02, October 29th, 2004