Submission Agreement

This submission agreement (the “Agreement”) is a binding agreement between Punch TV Content Services LLC (“Punch TV”, “we” or “us”) and you or, if applicable, the individual, company or other legal entity you represent (“you”). This Agreement includes the terms of the Punch TV Studios Account Agreement (the “Account Agreement”), which also contains limitations of liability, governing law and other provisions relevant to all of your activities under this Agreement. This Agreement sets forth our submission policies for any screenplay, video, or other content (“Content”) that you submit to Punch TV using the content submission tool we provide on studios. Punch TV.com or another portal we designate (“Punch TV Studios”).

1. Acceptance.

You accept the terms of this Agreement by clicking to confirm acceptance or by contributing Content to Punch TV. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you must not confirm acceptance and you may not submit Content to Punch TV.

2. Purpose of Agreement

In this Agreement, you grant us rights to display, use, modify and distribute Content on Punch TV Studios. This Agreement does not grant us rights to create a television series, movie, or other work based on your Submission. The specific rights you grant to us depend on whether you submit your Content to us for private review as a “Private Submission” or for public review as a “Public Submission”:

2.1. A “Submission” is content, like an original screenplay that is wholly new to Punch TV when it is submitted. A Submission can be based on or contain elements of a public domain work, but that work must be public domain in all countries worldwide, and only your original contributions (like new dialogue you create) will be considered your Submission, not any element from the public domain work.

2.2. A “Private Submission” is a Submission you submit to us for private review using a tool we provide to you on Punch TV Studios for doing so. Private Submissions are not publically displayed on Punch TV. Private Submissions can become Public Submissions as provided immediately below.

2.3 A “Public Submission” is: (i) a Submission you submit to us for public review using a tool we provide to you on Punch TV Studios for doing so; and (ii) a Private Submission that you convert into a Public Submission using a tool we provide on Punch TV Studios for doing so.

3. Authority to Enter Into this Agreement.

In order for Punch TV to function well, it’s crucial that you have the right to enter into this Agreement and to grant us all of the rights described in this Agreement:

3.1 You represent and warrant that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online (without exchange of paper), and have the full right, power and authority to enter into and comply with your obligations under this Agreement.

3.2 You acknowledge that your activities on Punch TV, including those under this Agreement, are subject to the terms of the Account Agreement and you represent and warrant that you are in compliance with the terms of the Account Agreement.

3.3. If you submit a Submission to Punch TV, you represent and warrant that you are legally entitled to do so because:

3.3.1 you are the sole author or creator of the Submission (for example, you are contributing an original screenplay you have written completely on your own); or

3.3.2 you are the sole holder of rights in the Submission because all rights in the Submission have been assigned or transferred to you (for example, you are contributing a concept video you created and all talent who helped you create the concept video assigned all their rights to you).

4. Representations, Warranties and Covenants.

You further represent and warrant the following with respect to any Submission you submit:

4.1 you have obtained all rights of publicity to any cast members or other individuals appearing in your Content;

4.2 you have obtained all rights necessary to use any music in your Content and are in compliance with all licenses to use the music in your Content;

4.3 you have obtained all rights necessary to use the locations or premises in your Content;

4.4 you have obtained all rights necessary to use any images or footage recognizable in your Content and are in compliance with all licenses to use such images and footage;

4.5 neither your Content nor the exercise of the rights you grant in this Agreement will infringe or violate any copyrights, contract rights, rights of privacy or other rights of any person or defame any person;

4.6 if your Content is based in whole or in part on the life of any real person, you will identify that during the submission process using the means we provide for doing so;

4.7 our exercise of the rights you grant under this Agreement will not give rise to any obligation to pay you or any third party any royalty or other payment;

4.8 if your Content is appropriate only for viewers 17 and older, you will identify the Content as such during the process using the means we provide for doing so;

4.9 your Content is free and clear of any pending or threatened litigation; and

4.10 your Content complies with this Agreement, the Conditions of Use posted on Punch TV (“Conditions of Use”) and the Participation Guidelines posted on Punch TV (“Participation Guidelines”).

5. Grant of Rights from You to Punch TV for Original Properties.

5.1. Private Submissions. The following provisions apply to any Submission you submit to Punch TV as a Private Submission:

5.1.1. Review. Your submission will be subject to review by us. You grant us the right to review and consider your Submission and, in connection therewith, share the Submission with our subcontractors engaged in review and, together with our subcontractors, annotate your Submission.

5.2. Public Submissions. The following provisions apply to any Public Submission:

5.2.1. Submission Type. You may choose to change a Public Submission to a Private Submission at any time using a tool we have provided you to do so.

5.2.2. Our Rights to Distribute Your Public Submission. You grant us a worldwide, royalty-free, non-terminable, sub-licensable, transferable right to copy, transfer, stream, make available for download, add captions and make other distribution-related modifications to your Public Submission as we desire to facilitate such distribution.

6. Profile Information.

For all Submissions, you grant to us the right to use profile information you submit on Punch TV Studios.

7. Similar Content.

Given the open nature of Punch TV Studios, Punch TV Studios participants may develop and submit scripts, movies, shows, and videos that are similar to each other. In order to prevent legal claims that could be disruptive to Punch TV Studios participants and impede the ability of Punch TV scripts, movies, shows and videos to be developed and released, you agree to irrevocably and forever waive any legal claim you may have under any theory of law in any territory, including, without limitation, copyright infringement or breach of implied in fact contract (idea submission), that your rights were infringed due to any similarity between your Content and any other content that is or may become available on Punch TV, unless there is substantial similarity of protectable expression under United States copyright law between your Content and the other content and the other content includes a verbatim copy of a material portion of your script or other written material, if your Content is a script or other written material, or a re-use of a material portion of footage from your movie, show or other video if your Content is a movie, show, or other video. Note that the Account Agreement includes additional waivers of claims related to Content that apply to the Punch TV Parties, as defined in Section 11.4 below.

8. No Obligation to Make Available or Use.

We have no obligation to make any Content available on Punch TV or to otherwise use it in any way. If we make any Content available on Punch TV or otherwise commence exploitation, we may remove it from Punch TV and cease further exploitation at any time in our sole discretion.

9. Compensation.

You will have no right to compensation in connection with the exploitation of rights you grant under this Agreement.

10. Cumulative Rights.

All rights you grant under this Agreement are cumulative and we may exercise or refrain from exercising any one or more of them separately from, simultaneously and/or in connection with any other rights you grant us or with any rights we obtain from other sources. In addition, if any grant of exclusive rights you make to us is deemed invalid or to be less than exclusive, we will, nonetheless, have a non-exclusive license to use the Content as authorized in this Agreement to the fullest extent permissible under law.

11. Miscellaneous

11.1. Relationship of the Parties. You will perform under this Agreement as an independent contractor of Punch TV. Nothing in this agreement will be deemed to constitute a joint venture or partnership between the parties. Neither party will have the right to bind the other in any manner.

11.2. Affiliates. All rights you grant to us may be exercised by us or by any of our affiliates, subcontractors or sublicensees.

11.3. Assignment. You will not assign any part or all of this Agreement without our prior written consent. Any attempt to assign in violation of this section is void in each instance. We may assign any or all of our rights or obligations under this Agreement to any party, and the assignment will be deemed a novation under law forever releasing Punch TV from any and all obligations and liabilities under this Agreement.

11.4. No Responsibility for Third-Party Actions. You acknowledge that, if submitted to Punch TV as a Public Submission, your Content is freely available for download without copy protection. In no event will Punch TV or any of its licensees, its sublicensees, its distributors, its producers, any party to which it assigns any of its rights hereunder, or its or their affiliates, successors or assigns, or any of their directors, officers, members, shareholders, employees, associates, agents or representatives (collectively, the “Punch TV Parties”) be responsible for any reproduction, display, modification, or use of your Content or any portion thereof by you or any third party.

11.5. Remedies and Interpretation. All remedies will be cumulative and pursuit of any one will not waive any other. Captions and headings are for convenience only and will not be used to construe meaning.