XR Alliance Competition Submission Agreement

Official Legally Binding Stuff

I, the author of the attached submission and supplementary materials, being over 18 years of age, am voluntarily submitting said submission and supplementary materials (the "Material") to Smart Growth Enterprises LLC, DBA Prosper XR ("XRA" or "You") via the www.thexralliance.com website (collectively, the “Website”) and hereby request XRA read and evaluate the Material for consideration to be included on XRA's screenplay listing service (the "Website") and promoted to subscribers, judges, and staff of said Website. NOW, THEREFORE, for the consideration set forth in this Agreement ("Agreement"), I intend to be legally bound hereby and signify my understanding, approval of, and cooperation with the provisions of this Agreement as follows:

Plain English

I'm 18 or older and I am intentionally submitting the Material to The XR Alliance Website so that they can review and potentially promote it on their website. I agree to abide by the terms of this agreement, below.

Purpose of Agreement

Official Legally Binding Stuff

I understand that XRA would refuse to accept or otherwise evaluate the Material in the absence of the acceptance by me of each and all of the provisions of this Agreement. This Agreement is binding on me, and on XRA, and on both parties' respective heirs and assigns.

Plain English

The XR Alliance Competition will not review my submission or consider it for listing without a signed copy of this agreement. Both parties are bound by this agreement.

Use of Name and Material

Official Legally Binding Stuff

I understand that, should XRA so decide, it may publish, post, and/or otherwise share my name, the title of the Material, and information about the Material on XRA's Website and through other means, whether "online" or "offline," with the filmmakers, producers, agents, managers, executives, studios, production companies, and any other companies or individuals who may from time to time use or have access to XRA's products and services (collectively, the "Subscribers"). I hereby give permission to XRA to share my name, details about the Material, and the Material itself with the Subscribers.

Plain English

I understand I am giving thexralliance.com the right to distribute my material and details about it to its subscribers.

No Obligation to Promote

Official Legally Binding Stuff

I understand that XRA may decide not to include the Material Website, and further I understand that the whether to include the Material on the Website will be exclusively determined by XRA and its assigns.

Plain English

I understand that it is The XR Alliance Website's choice whether or not to list my script on its website.

Listing Service

Official Legally Binding Stuff

I acknowledge that, should XRA chose to include the Material on its Website for public and private viewing, it will, for all intents and purposes, be available for sale and may elicit offers from prospective buyers.

Plain English

I understand that, by sharing my submission with the XR Alliance, I am essentially listing it for sale privately and publicly.

Confidentiality & Non-Exclusivity

Official Legally Binding Stuff

I understand and agree that no confidential relationship between myself and XRA or its Subscribers is being created by this Agreement or by my submission of the Material. I retain all rights to submit this or similar material to persons or entities other than XRA.

Plain English

Nothing is confidential or exclusive concerning this submission. Nothing about this agreement prevents me from sending this project out to other companies or selling it to other companies.

Representations & Warranties

Official Legally Binding Stuff

I represent and warrant that I am the author of the Material; that I am the present and sole owner of all right, title and interest in and the Material; that I have the exclusive and unconditional right and authority to submit the Material to XRA upon the terms and conditions set forth herein; and that no third party is entitled to any payment or other consideration as a condition of the use of the Material as set forth herein. I will indemnify and hold XRA harmless from any and all claims, expenses, losses, or liabilities that may be asserted against or incurred at any time in connection with use of said screenplay, including without limitation those arising from any breach or alleged breach of the warranties and promises given by me herein, including reasonable attorneys' fees and other costs incurred defending against the same. This clause shall survive the termination of this Agreement.

Plain English

No one else owns this script or has rights to it but me. If I have a writing partner, then they are represented on the title page and in the submission form, and I have obtained their permission in advance of this submission. If I don't own the script, or someone else has rights to it who has not signed off on this submission, and The XR Alliance Website is sued, I accept responsibility for any legal action taken by the true owner.

Copyright

Official Legally Binding Stuff

I represent and warrant to XRA and its Subscribers that the Material to be submitted hereunder is original and that the Material will not contain defamatory or unlawful matter and will in no way infringe upon the copyright or violate the proprietary rights of any person whomsoever. I agree to indemnify and hold XRA and its Subscribers harmless from any suit, demand, or claim made against XRA and/or its Subscribers by reason of any defamatory right, and I further agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorneys' fees incurred by XRA and/or its Subscribers in defending against such suit, demand, or claim. This clause shall survive the termination of this Agreement.

Plain English

I have not plaigarised anything in my submission. If my script violates copyright law and The XR Alliance Website or its subscribers are sued as a result after purchasing said submission from me, I take responsibility for the damages related to plaigarism.

Parallel Development

Official Legally Binding Stuff

I acknowledge that XRA and its Subscribers receive numerous submissions of ideas, formats, stories, suggestions, screenplays, and the like, and that new ideas for motion pictures, television programs, and XR Experiences are constantly being submitted to or being developed by XRA and by its Subscribers. I also acknowledge that many stories and ideas are similar, and different stories and ideas often relate to one or more common underlying themes. I acknowledge that XRA and its Subscribers may have had access to and/or may have independently created or have previously created ideas, themes, formats, stories, suggestions, screenplays and/or other materials which may be similar or identical to themes, plots, characters, ideas, formats or other elements of the Material now being submitted by me. I understand and agree that I will not be entitled to any compensation because of the use by XRA and/or by its Subscribers of any such similar or identical ideas, themes, formats, stories, suggestions, stories or screenplays.

Plain English

I understand that it's The XR Alliance Website and its subscribers' job to review stories, and I understand that as such, they get a lot of varied story ideas, many of which are similar. I understand that I'm not entitled to compensation because of an unrelated project that, by happenstance, may have ideas or characters similar to my own.

Release of Liability

Official Legally Binding Stuff

Furthermore, I understand that the submission of the Material to XRA will expose the Material to others and I hereby specifically release XRA from any and all liability, direct or indirect, resulting from the improper use by any other persons or entities of any similar or identical ideas, formats, stories, suggestions and the like relating to the Material. This clause shall survive the termination of this Agreement.

Plain English

I understand that by listing my script, I'm disseminating my story and ideas online and thereby throughout the world.

Copy of Material

Official Legally Binding Stuff

I have retained at least one copy of the Material and release XRA from any and all liability for loss or other damage to copies of the Material submitted to XRA. hereunder. This release extends to XRA, its Subscribers, its agents, associates, assigns, employees, officers, directors, interns, and volunteers.

Plain English

This isn't my only copy of the submission.

Terms Survival

Official Legally Binding Stuff

I understand that should XRA return the Material to me, or delete the material, the return or deletion of the Material shall not terminate or affect any rights or obligations of this Agreement. XRA shall have the right, but not the obligation, to retain a photocopy of the Material for their files, and a digital copy for their database.

Plain English

Deleting the submsision does not delete this agreement with The XR Alliance Website.

Remedies, Arbitration & Governing Law

Official Legally Binding Stuff

Both parties will make themselves available to the other within reason for any purpose outlined in this Agreement. Any dispute concerning this Agreement, including, without limitation, the validity or effect of this agreement shall be litigated in Los Angeles, California. Both parties consent to the jurisdiction and venue of said court, and agree not to initiate any action against the other elsewhere. At XRA's sole election, any such dispute may be submitted to arbitration in the County of Los Angeles, State of California in accordance with the rules and regulations of the American Arbitration Association (A.A.A.) then in effect, provided that said arbitration shall be heard before a single arbitrator, selected pursuant to said rules and regulations. Said arbitrator shall be well acquainted with the entertainment business in the County of Los Angeles. The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and shall be final and binding. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover from the losing party, in addition to all other relief to which it may be entitled, its costs and expenses, including, without limitation, reasonable attorneys' fees and the costs of expert witnesses.

Plain English

I understand The XR Alliance Website has the right but ont the obligation to resolve the dispute in arbitration, which saves both parties' excessive attorneys fees.

Entire Agreement

Official Legally Binding Stuff

I hereby acknowledge and agree that there are no prior or contemporaneous agreements, oral or otherwise, in effect between XRA and me pertaining to the Material including, but not limited to, agreements pertaining to the submissions by me of any ideas, formats, plots, characters, or the like. I further agree that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement, outside of this agreement, has been prepared and entered into by XRA and me.

Plain English

This is the only agreement I have with The XR Alliance Website concerning my submission.

Severability

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Should any provision or part of any provisions of this Agreement be deemed void or unenforceable, such provision or part thereof shall be deemed omitted and this Agreement with such provision or part thereof omitted shall otherwise remain in full force and effect. This agreement shall at all times be construed so as to carry out the purposes stated herein.

Plain English

If a part of this agreement becomes invalid at a certain point, that would not invalidate the whole contract; in this case, every other component of the agreement would remain in tact.

Trade Secrets

Official Legally Binding Stuff

I agree that all leads, contacts, communications, documents, emails, forms, and business processes employed by XRA are considered confidential and trade secrets and, as such, I shall not disseminate them or cause them to be disseminated in any form or format without the express written permission of XRA. Anything that is in the public domain, or publicly known or discernible, or known to me before the effective date of this Agreement, or learned about from any third party, shall not be considered confidential or trade secret. This clause shall survive the termination of this Agreement.

Plain English

If, over the course of my relationship with The XR Alliance Website, I learn anything private about The XR Alliance Website or its subscribers, I will respect the privacy of that information and agree not to share it publicly.

Miscellaneous

Official Legally Binding Stuff

I understand that, should I decide that I no longer desire XRA to include the Material on its Website or share the Material with prospective buyers, I may indicate this desire by notifying XRA in writing. This notification must be confirmed in writing by the XRA. Conversely, I acknowledge that XRA may decide, for any reason whatsoever, before or after including the Material on its Website, that the Material shall no longer be included on the Website or otherwise shared with the Subscribers.

Plain English

Even though I'm giving The XR Alliance Website the right to share my project with potential buyers, I understand that they won't list it if I revoke my permission. If, after I've earned and approved a listing on the website, I tell them to take the script off the site, they will. They can also decide to remove my listing anytime for any reason.

Whole Agreement

Official Legally Binding Stuff

I hereby state that I have read and understand this Agreement, that it contains the entire agreement of the parties hereto and supersedes any prior written or oral agreement between us respecting the subject matter hereof, that no oral representations of any kind have been made to me that counter any provisions of this Agreement, and that this Agreement states our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this agreement must be in writing and signed both by the undersigned and The XR Alliance Website.

Plain English

I've spent the time to read and understand this agreement. It represents the entire understanding shared by me and The XR Alliance Website.

Execution of Agreement

Official Legally Binding Stuff

I understand that by checking the box on the submission form I am indicating my acceptance of the terms of this Agreement and my understanding and acceptance of all of the provisions contained herein and I am agreeing to be legally bound by the terms of this Agreement with XRA.

Plain English

I understand that entering my name in the fields of the submission form, checking the acceptance box, and clicking "Submit" is the same as physically signing a legal contract. I understand that by doing so I am legally entering into and bound by this agreement.