CIDESHOW IN PLACE SUBMISSION TERMS & CONDITIONS

By submitting the submission application, I hereby represent, warrant, acknowledge, and agree that: (i) I have read and I meet and agree to be bound by the eligibility criteria, the submission criteria and all other terms and provisions of the Official Submission Rules and Consent to Arbitration (the “Official Rules”), which are attached hereto as Exhibit A and are incorporated herein; (ii) I have completed this Application honestly and accurately; (iii) if any of the information in this Application is found to be false or incomplete, this will be grounds for dismissal from our contenders (as that term is defined in the Official Rules); (iv) even if I meet the eligibility criteria for our shows, Cideshow has no obligation to further contact me, to interview me, and/or select me or my show to appear on their network; (v) I agree to keep strictly confidential all information about Cideshow that I may acquire during the selection process and/or otherwise during my participation; (vi) all decisions by Cideshow and others concerning selection of potential shows are final and not subject to challenge or appear. (a) I hereby authorize Cideshow and any person or entity designated by Cideshow to investigate, access and collect information about me, about any of the statements made by me in this Application, any supporting documents and any other documents that I have signed or provided or do sign or provide in connection with the Submission, or any other written or oral statements I make in connection therewith, to the maximum extent permitted by law. Without limiting the foregoing, I irrevocably authorize Cideshow and any person or entity designated by Cideshow to secure information about me and my experiences from my current and former employers, associates, friends, family members, educational institutions, government agencies, any branch of the military, and any references I have provided or will provide, and I irrevocably authorize such parties to provide information concerning me. I hereby unconditionally and irrevocably release and forever discharge Cideshow, the persons or entities designated by Cideshow, and all such parties and persons from any and all liabilities arising out of or in connection with any such investigation. To the maximum extent permitted by law, I specifically authorize investigation of my employment records and government records, including but not limited to my motor vehicle records, criminal records, civil records, military records, and consumer report(s). I acknowledge and agree that any such information obtained by Cideshow or by any person or entity designated by Cideshow pursuant to this paragraph or otherwise may be used for purposes of selecting those whose shows appear on our network, and may be described or otherwise related in and in connection with the Submission and in and in connection with any advertising, promotion or publicity for the Submission to the maximum extent permitted by law. (b) CONFIDENTIALITY. Whether or not my show is selected, I shall keep in strictest confidence and shall not disclose to any other creator or other third party at any time (i.e., prior to, during, or after the Submission period) any information or materials of any kind, including without limitation, any 5 ` information or materials concerning or relating to Cideshow, the business of Cideshow, including, without limitation, any information concerning or relating to the Submission, the Submitters (hereby known as the “Creators,”) those whose shows are selected, hear or otherwise acquire or learn in connection with or as a result of my submitting (collectively, the “Information and Materials”). I acknowledge and agree that the Information and Materials are confidential and the exclusive property of Cideshow. At no time will I ever, directly or indirectly, divulge in any manner or use or permit others to use any of the Information and Materials. I acknowledge and agree that my obligations with respect to confidentiality set forth in this Application shall continue in perpetuity or until terminated by Cideshow by giving me written notice of termination. In no event will I have the right to terminate my confidentiality obligations under this Application. I acknowledge that in the event I breach the confidentiality or any other provisions of this Application, my breach may, in the sole discretion of Cideshow result in my being disqualified from my show being part of the network or receiving any compensation from it. I further acknowledge that a breach by me of any of the confidentiality provisions of this Application would cause Cideshow irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law, and, therefore, I hereby expressly agree that Cideshow shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of any of the confidentiality provisions of this Application by me.

IDEA MISAPPROPRIATION WAIVER. By entering the Submission and submitting a Submission (as that term is defined in the Official Rules), I agree to and acknowledge the following: I understand that although I may believe my Submission to be unique and novel, there may be pre-existing ideas, concepts, or proposals that are similar to my Submission. I recognize that other persons, including Cideshow’s own employees, may have submitted to Cideshow or others, or made public, or may in the future originate and submit or make public, similar or identical ideas, concepts, or proposals that Cideshow may have the right to use, and I understand that I will not be entitled to any compensation because of Cideshow’s use of such similar or identical ideas, concepts, or proposals in any manner. I understand and agree that Cideshow’s use of material containing features or elements similar or identical to those contained in my Submission will not obligate Cideshow to negotiate with me or entitle me to any compensation if Cideshow determines that it has an independent legal right to use that other material for any reason (for example, because the features or elements are not new or novel, were not originated by me, or were or may hereafter be independently created and submitted by other persons, including Cideshow employees).

SEVERABILITY. The illegality, invalidity or unenforceability of any provision of this Application shall in no way affect the validity or enforceability of any of the remainder of this Application, which shall be enforced to the maximum extent permitted by law. I have read, understand, and agree with the foregoing, including, without limitation, the Official Rules attached hereto as Exhibit A. I UNDERSTAND THAT I AM GIVING UP CERTAIN LEGAL RIGHTS UNDER THE ATTACHED OFFICIAL RULES, INCLUDING, WITHOUT LIMITATION, MY RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THE SUBMISSION.

OFFICIAL RULES. Submitting a series: Each applicant or permitted applicant team, as detailed in the Official Rules (“Creator” or “Creators”) must submit: a full application found on our Cideshow in Place page. Submissions must comply with the Criteria for Eligible Submissions (below), and the Entry and Creators must meet the Eligibility requirements (below) for the Entry to be accepted into the Network.

Favorites: From the eligible Entries, which will be evaluated as detailed below Cideshow will select several shows that we are potentially interested in that fit in with Cideshow’s content. From there we will talk to you, possibly as you to sign an agreement similar to this, and have you upload your first episode. Failure to comply completed can result in disqualification.

Submitting does not entitle the show to appear on our network.

Finals: From the ones we select, Cideshow will distribute it on our platform. We will ask for access to distribute the highest quality version of the episode (along with some sort of artwork that represents the show), which will be intended for broadcast on the Cideshow site. Subscribers to Cideshow’s site will give credits towards your series. If your show receives enough credits from Cideshow’s subscribers (approximately 100 credits, although this is subject to change), the series will be renewed for another episode and there is a possibility (although not a guarantee) of payment (this is dependent on whether or not we are generating any income). Creators will then be asked to produce an additional episodes and the creator can determine how many credits the show will need for an additional renewal. If the Creator wishes for an episode to be the final episode, the Creator should let Cideshow know before it’s added to the site and before the show can receive any credits. All earning from this contest will be split between the creators, percentage determined by percentage of credits the creator/ series earns for the week.

Agreement with Conduct of Submission: The system of review and selection utilized by Cideshow, further detailed below, will involve, among other things:  viewing by the Cideshow team of the initial Submissions from which Cideshow will choose Favorites by a Cideshow Selection Panel; and the selection additional episodes by public voting. The system is subject to the sensibilities and taste of each individual reviewer involved. By submitting, you fully realize and accept that you are submitting to a network that employs such review systems, and you agree to accept the findings and results of the reviewers, knowing that you may not Submission or dispute those ratings. EACH PERSON WHO PARTICIPATES IN THE SUBMISSION FULLY AND UNCONDITIONALLY AGREES TO COMPLY WITH AND ABIDE BY THESE OFFICIAL RULES AND THE DECISIONS OF Cideshow, WHICH SHALL BE FINAL AND BINDING IN ALL RESPECTS. IF YOU DO NOT AGREE WITH THESE POLICIES REGARDING THE REVIEW SYSTEMS OR ANY OTHER ELEMENT OF THIS SUBMISSION PROCESS, DO NOT SUBMIT. YOU UNDERSTAND THAT YOU ARE GIVING UP CERTAIN LEGAL RIGHTS BY SUBMITTING, INCLUDING, WITHOUT LIMITATION, YOUR RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS SUBMISSION.

ELIGIBILITY TO SUBMIT, WAIVERS AND RELEASES: A. Eligibility Criteria: You must meet the following eligibility requirements and agree to the following waivers and releases to participate in the Submission and for your Entries to be considered eligible:

1.  You must should legally authorized to live, work and participate in the Submission based on laws in your country. The Submission is void where prohibited by law.

2. You must be at least 18 years of age at the time of entry. Any misrepresentation of age regardless of when discovered by Cideshow will result in disqualification.

3. You must not currently be an officer, director or employee of any competing sites or networks unless you are under the agreement that you are not representing that site or network in any way.

4. You must not have created a similar show that currently is on the air on a national broadcast or cable network unless you have a non-exclusive agreement with said network. 

5. You must not currently have an “overall,” “term” or “first look” deal with a television studio or a broadcast or cable television network or streaming service (as those terms are commonly understood in the entertainment industry) on this or a similar pitch unless it’s non-exclusive terms.

6. Advancement to becoming a winner is conditioned on your submission to a background check and other screenings (including, without limitation, an interview) as required by Cideshow and in accordance with applicable laws. Cideshow may disqualify you if your background check reveals that your continued participation in the Sumbission may, in Cideshow's sole discretion, bring Cideshow into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Sumbission, Cideshow or any sponsor of our network.

7. If selected to appear on the site, you must execute waivers, releases, a standard writing/producing agreement (the terms of which will apply only if you are selected as a Creator) and other agreements and documentation as required by Cideshow.

8. You are free to stop producing episodes at any point, but you do agree to try your best to finish any episodes that have been renewed by viewers.

9. If your show is selected you are not entitled to any financial compensation. Compensation is dependent on the success of Cideshow, which is dependent on a successful launch of the platform, viewers joining it and them spending money.

10. You will still have complete ownership of your series, and you are fully responsible for any lawsuits directed at it. This includes, but is not limited to copyright infringements.

11. You must own any and all rights in the pitch that you submit and, as further detailed in the Submission Criteria, by submitting a Series, you represent and warrant that you own all such rights and you are willing to grant those rights.

13. By submitting a Series, you grant to Cideshow, its successors, licensees and assigns, permission to advertise the series. You can request your series to be removed at any point, but you must allow us 5 days to take it down.

B. IDEA MISAPPROPRIATION WAIVER: By submitting, Creators agree to and acknowledge the following: You understand that although you may believe your Submission to be unique and novel, there may be preexisting ideas, concepts, or proposals that are similar to your Submission. You recognize that other persons, including Cideshow’s own employees, may have submitted to Cideshow or others, or made public, or may in the future originate and submit or make public, similar or identical ideas, concepts, or proposals that Cideshow may have the right to use, and you understand that you will not be entitled to any compensation because of Cideshow’s use of such similar or identical ideas, concepts, or proposals in any manner. You understand and agree that Cideshow’s use of material containing features or elements similar or identical to those contained in your Submission will not obligate Cideshow to negotiate with you or entitle you to any compensation if Cideshow determines that it has an independent legal right to use that other material for any reason (for example, because the features or elements are not new or novel, were not originated by you, or were or may hereafter be independently created and submitted by other persons, including Cideshow employees).

CRITERIA FOR ELIGIBLE SUBMISSIONS: A. SUBMISSIONS: Submissions will be accepted for consideration between April 3rd 2020 and April 30th, 2020. Entries may not be acknowledged.

1. All Submissions must be original work solely of the Creator or Creator Team (as defined below).

2. The Series should follow the rules listed by us on the submissions page, unless otherwise approved by us.

3. Each episode should be between two to thirteen minutes long, unless otherwise approved by us.

4. The Series should have as high production as possible. We’re looking for series that are well shot, has high sound quality, good editing, etc.

5. The Series must not have previously been developed at or purchased by any studio or network, or professionally produced in any manner unless you have express permission for it to be distributed elsewhere. Pitches that are based on an adaptation of written source material, or are based on other works may be subject to disqualification from the Submission in Cideshow’s sole discretion unless you are already the sole owner of the material or you are following correct legal procedures.

6. Entries must be in the English language or have English subtitles.

7. You must follow the shooting guidelines outlined in our rules. These are to be made in your Shelter in Place locations.

8. Any Submission containing material that is obscene, defamatory, illegal, or inappropriately offensive, or that does not otherwise comply with these Official Rules, may be rejected as ineligible for consideration in Cideshow’s sole discretion.

9. If selected, you are not entitled to receive competition from Cideshow. All payments for winners will be deferred and it is conditional on the success/ profits of Cideshow LLC.

10. Cideshow will have the right, but not any obligation, to exhibit or otherwise distribute your Video Sample on Cideshow.com or on other platforms, in whole or in part, as part of advertisements and promotions for or in connection with the Sumbission.

B. Representations and Warranties/Indemnification: Each creator who makes any Submission represents and warrants to Cideshow as follows: (i) the Submission is the entrant's or Team’s own original work; (ii) the Pitch has not previously been purchased, published or professionally produced: (iii) the Submission is wholly original with entrant and, as of the date of submission, is not the subject of any actual or threatened litigation or claim; (iv) all rights in and to the Submission are owned by the entrant or Team (as defined below) submitting it; (v) the Submission neither infringes upon nor violates the intellectual property rights or other rights of any other person or entity; and (vi) the Submission does not and will not violate any applicable laws, rules, or regulations, and is not and will not be defamatory, libelous, or obscene. Each entrant hereby agrees to indemnify and hold Cideshow and its parent, subsidiary and affiliated companies, and its licensees, successors and assigns, harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder. Any Submission that fails to fulfill all of the Submission Requirements may, in Cideshow’s sole discretion, be disqualified at any time at Cideshow’s sole discretion.

Improper Behavior/Force Majeure: Cideshow reserves the right in its sole discretion to disqualify, prosecute, and/or pursue any other legal or equitable remedies against any individual: (1) who is found to be tampering with the submission process or the operation of the Submission; to be acting in violation of these Official Rules; to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Submission, or to annoy, abuse, threaten or harass any other person; (2) whose background check reveals that such Creator's continued participation in the Submission may, in Cideshow's sole discretion, bring Cideshow into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Submission, Cideshow or any sponsor of the Submission; or (3) who is acting in a dishonest manner and/or bad faith. Cideshow reserves the right to modify, suspend, or terminate the Submission and these Official Rules if determined, in its sole discretion, that the Submission is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions have destroyed or severely undermined the integrity or feasibility of the Submission. In the event Cideshow is prevented from continuing with the Submission or the Finalist Presentations by any event beyond its control, including but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, internet or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, order of any court or jurisdiction, failure to complete our website, financial trouble, or other cause not reasonably within Cideshow’s control, Cideshow shall have the right to modify, suspend, or terminate the Submissions or any portion thereof, as applicable, with no further obligation or liability whatsoever to any Creator.

Dates and Deadlines: Because of the unique nature and scope of the Submissions, Cideshow reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules. Likely, Cideshow in Place will be up and running by the second week of April, but this is not guaranteed.

Rule Violations: If Cideshow discovers at any time that a Creator has not complied with any portion of these Official Rules (as they may be changed, modified or amended), Cideshow may take all appropriate actions as determined in its sole discretion, including, without limitation, eliminating Creators from the Submission and withdrawing any possible Proceeds that already has been awarded.

Disclaimer of Warranties: Cideshow makes no representations or warranties, and hereby disclaims any and all representations and warranties, express or implied, concerning any Prize furnished in connection with the Submission. WITHOUT LIMITING THE FOREGOING, THE SUBMISSION AND ALL MATERIALS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Cideshow is not responsible for any incorrect or inaccurate information, reviews, ratings, or other materials, whether caused or created by other Creators or by any of the equipment or programming associated with or utilized as part of the Submission, and Cideshow assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to the website. Although Cideshow attempts to ensure the integrity of the Submission, Cideshow is not responsible for the  actions of entrants in connection with the Submission, including entrants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Submission. Cideshow is not responsible for injury or damage to any Creators’ or to any other person's computer, other equipment, or person related to or resulting from participation in the Submission, or downloading materials from or using the Site.

IMPORTANT. PLEASE READ - GENERAL RELEASE AND LIMITATIONS ON LIABILITY: Under no circumstances will any Creator be permitted to obtain any award for, and entrant hereby knowingly and expressly waives all rights to seek punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. Each entrant acknowledges and agrees that Cideshow and the its employees are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, garbled, corrupted, lost, late, misdirected or illegible entries or for failure to receive entries due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with Cideshow, the team, or otherwise, that may limit an entrant's ability to participate in the Submission or send or receive email notifications requiring action or response by such entrant; or (ii) any injury or damage resulting from participation in the Submission or the use of any Prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the entrant's rights of publicity or privacy, or the entrant's claim that he or she has somehow been defamed or portrayed in a false light). Notwithstanding the foregoing, entrants do not release any claims with respect to the entrants’ rights (if any) pursuant to applicable workers’ compensation laws