Terms of Submission

PROGRAM DESCRIPTION

Massify LLC, ("Massify") in conjunction with Lions Gate Films Inc. ("Lions Gate" and collectively with Massify, the "Sponsor") is running a program (the "Program") providing users (individually, a "User", collectively the "Users") of massify.com (the "Website") with the opportunity to submit ideas or "pitches" in connection with a short film motion picture (each, a "Submission") to gain the opportunity to work with Massify and Lions Gate to develop and possibly participate in the production of a short film (the "Film") based upon the entrant's Submission, as more specifically described below. The details of this process, which may be modified from time to time, including schedules and submission requirements, are explained on the Program website found at www.massify.com/lgf (the "Program Website"). By participating in the Program, each entrant unconditionally accepts and agrees to comply with and abide by these Terms of Submission and the decisions of Sponsor, which shall be final and binding in all respects.

ELIGIBILITY

The Program is open only to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years old at the time of submission. Officers, directors and employees of Massify and Lions Gate are ineligible to enter the Program or win the award.

HOW TO SUBMIT

Visit the Website, complete the submission form found on the Program page with the information requested, and follow the online instructions to upload Your Submission directly to the Website.

In addition to the requirements described on the Program Website, each Submission submitted in connection with the Program must meet the following "Submission Requirements" (any Submission that, in Sponsor's sole and absolute discretion, violates the following criteria will be disqualified):

(a) Each entrant ("You") must pay for and obtain, and upon request provide copies of, all appropriate clearances, permissions and releases for the Submission (in the event a User cannot provide all required releases, Sponsor reserves the right, in Sponsor's sole discretion, to disqualify the applicable Submission, or seek to secure the releases and clearances for Sponsor's benefit, or allow the applicable Submission to remain in the Program);

(b) You may not be, nor may You work with parties in conjunction with Your or their Submission who are guild and/or union members.

Submissions must be received by the end of the Program Period. Any Submission that is considered by Sponsor in its sole and absolute discretion to be obscene, pornographic, libelous, hate speech or otherwise objectionable, in whole or in part, will be disqualified and will not be eligible for submission. Except as otherwise stated herein, personal information collected in connection with this Program will be used in accordance with the Privacy Policy located on the Website and with this consent given by You at the time of submission. Any communication or information transmitted to Sponsor and/or the Website by electronic mail or otherwise is and will be treated as non-confidential and nonproprietary. Submissions become the exclusive property of the Sponsor and will not be returned or acknowledged. Proof of submission is not considered proof of delivery to or receipt of such submission. Furthermore, Sponsor shall have no liability for any Submission that is lost, intercepted or not received by the Sponsor.

IMPORTANT NOTE: If You incorporate any intellectual property or material owned by a third party into Your Submission You do so at Your own risk. Without in any way limiting, expanding or amending the Terms of Use policy residing on the Website, which Terms of Use policy shall remain in full force and effect, if Sponsor is duly notified that any element of Your Submission infringes upon the rights of another person and/or receives a legally valid request to remove the affected Submission from the Website because of such infringement, such Submission may be removed from the Website and/or disqualified from the Program, as Sponsor may determine in its sole discretion. Further, Sponsor shall have the right, but not the obligation, to determine, in its sole and absolute discretion, that a Submission is not sufficiently cleared for legal purposes and thereby deem such Submission ineligible.

SELECTION OF SUBMISSIONS

Once a Submission is uploaded to the Website it may be made available on the Website for viewing by the general public and any such posting will be deemed made at the direction of the entrant. A panel of judges selected by Lions Gate will make the final selection of at least one (1) winning Submission (the "Selected Submission") using any criteria they so choose in their sole and absolute discretion and such decision shall be final, binding and not subject to challenge or appeal. The associated User (the "Selected User") will be notified by e-mail using the contact information provided within ten (10) days of the selection being made. Sponsor shall have no liability for any notification that is lost, intercepted or not received by the Selected User for any reason. If any Selected User does not respond within the time required by Sponsor, or if the notification is returned as undeliverable to any Selected User, Lions Gate shall retain the rights set forth hereunder in and to the Selected Submission, but such Selected User will forfeit their award and an alternate Selected User may be selected. If any Selected User is found to be ineligible, or if he or she has not complied with these Terms of Submission or declines the award for any reason, such Selected User will be disqualified and another Selected User may be selected.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION

You (and Your parent or legal guardian, if You are under the age of majority in Your state/province of residence (a "minor")) represent and warrant as follows: (i) the Submission does not contain any computer virus (as applicable), is otherwise uncorrupted, is wholly original with You, and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (ii) the Submission does not and will not violate or infringe upon the intellectual property rights or other rights of any person or entity; and (iii) the Submission does not and will not violate any applicable laws, and is not and will not be defamatory or libelous. You hereby agree to indemnify and hold the officers, directors, employees and agents of Massify and Lions Gate, and each of their respective parent, subsidiaries, licensors, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies (all such entities and individuals referred to collectively herein as the "Program Entities") 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 by You hereunder.

GRANT OF RIGHTS

By submitting a Submission to the Program, for good and valuable consideration, You (and Your parent or legal guardian, if You are a minor) hereby irrevocably grant Lions Gate, its successors and assigns, an exclusive license (the "License") of all rights (including, but not limited to, the copyright and all ancillary, subsidiary and derivative rights therein and thereto) in and to Your Submission, including, but not limited to, any pitches, script samples, sample videos, director's reels, titles, synopsis, pitch videos, auditions, or any other submission materials included therein (collectively, the "Materials") and any and all content contained in the Materials. Without limiting the generality of the foregoing, Sponsor is hereby granted the exclusive right (but not the obligation) to reproduce, publicly perform, stream, exploit and otherwise use the Submission throughout the universe, for sixty (60) days after the announcement of the Selected Submission (the "License Period"), by means of any and all media and devices whether now known or hereafter devised. Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the Submission for any purpose which Sponsor deems necessary or desirable, and You irrevocably waives any and all so-called moral rights Your may have therein. Sponsor and Lions Gate shall each have the right to freely assign its rights hereunder, in whole or in part, to any person or entity. Sponsor shall retain the rights granted in each Submission even if the Submission is disqualified or fails to meet the Submission Requirements. Each License shall continute but become non-exclusive upon the expiration of the License Period, provided that Lions Gate's exclusive license in and to the Selected Submission shall transform into an irrevocable and exclusive assignment of rights that remains in full force and effect in perpetuity. Each Selected User (of, if the potential Selected User is a minor, their parent or legal guardian) will be required to sign an Affidavit of Eligibility, Liability Release and where imposing such condition is legal, a Publicity Release (collectively, the "Claim Documents") confirming the foregoing grant of rights and the Selected User's unconditional agreement to these Terms of Service. If any Selected User is unable or unwilling to sign any such Claim Documents, Lions Gate will nevertheless retain its rights in and to each Selected Submission. Further, during the 60 day period commencing on the announcement of the Selected Submission (the "Option Period"), Lions Gate shall have the exclusive right to negotiate with You to acquire the production and distribution rights in and to any or all Submissions not selected as the Selected Submission. For the duration of any license granted hereunder by You to Sponsor and/or Lions Gate (as applicable), You shall refrain from, and shall do nothing to cause, initiate or further, any action that would impair Sponsor's or Lions Gate's rights in and to any of the licenses described herein. After the expiration of the Option Period, provided Lions Gate has not concluded an agreement with You for the production and distribution rights to Your Submission, except with respect to the Selected Submission (which license shall remain in full force and effect), Sponsor's License shall expire, and all rights in and to the Submission shall revert to You in full, without lien or encumbrance, provided that materials that remain on Website shall remain subject to the Website's Terms of Service.

PUBLICITY RELEASE

By participating in the Program, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and You, You irrevocably grant the Program Entities and their respective successors, assigns and licensees, the right to use Your name, likeness, biographical information and Submission, and that of any individual(s) participating therein, in any and all media for any purpose, including without limitation, advertising and promotional purposes as well as in, on or in connection with the Program, the Website, the Film, any subsequent production based on the Film, or other promotions, and hereby releases the Sponsor from any liability with respect thereto.

AWARD

Subject to the timely return of all required documents as set forth below, the Selected User will have the opportunity to work with Lions Gate and Massify to develop and make a Film based on the applicable Selected Submission. The Selected User will be required to enter into additional agreements regarding their participation and services in connection with the development of the Selected Submission as the basis for the Film. This opportunity may not be redeemed for cash, and is nonassignable and nontransferable. No substitutions will be allowed. Winners are solely responsible for the reporting and payment of any associated federal, state and/or local taxes.

In addition to the Claim Documents, each potential Selected User (or, if the potential Selected User is a minor, their parent or legal guardian) will ultimately need to sign and deliver a definitive agreement (the "Definitive Agreement") with Lions Gate or its designee setting forth the terms and conditions of the Selected User's specific duties in connection with the Film and the compensation due to the Selected User in connection therewith (which shall be determined by Lions Gate in its sole discretion), provided that the terms and conditions of such Definitive Agreement are reasonably satisfactory to both parties. If any Selected User is unable or unwilling to sign any such Definitive Agreement, Lions Gate will nevertheless retain its rights in and to each Selected Submission. In the event of a conflict between the terms and conditions of the Definitive Agreement and the terms and conditions hereunder, the terms and conditions of the Definitive Agreement shall govern. Lions Gate reserves the right to conduct background checks on the potential Selected User prior to granting any award. Lions Gate also reserves the right, in its sole and absolute discretion, to disqualify any individual who has been charged with or convicted of a felony or misdemeanor, is delinquent on child support, spousal support, tax payments or any other government ordered payment, has or is suspected of failing to comply with any provision of these Terms of Submission and/or Terms of Use governing the Website, including, but not limited to, having made any false statements in connection with his/her participation in the Program and/or Film. Should it be determined that a potential Selected User has made a false statement in any document required by Lions Gate, Lions Gate reserves the right to disqualify the potential Selected User and select an alternate Selected User. If a Selected User (or a minor Selected User's parent or legal guardian) fails or refuses to sign and return all the Claim Documents within ten (10) days after being notified that he or she has been selected as the potential Selected User (or a shorter time if required by exigencies), the Selected User may be disqualified and an alternate Selected User may be selected.

FILM DEVELOPMENT

The Selected User agrees that should their submission become a Selected Submission they will work directly with Lions Gate to perform duties that may include, but are not limited to, developing the script, producing the Film, securing cast and crew for the Film using the Website, directing the Film, acting in the Film, editing the Film, and otherwise performing services that are reasonably necessary to the successful completion of the Film. Lions Gate will select the line producer for the Film in its sole discretion. The Selected User will be available for interviews and other press availabilities in support of the Film as set forth in the Definitive Agreement. The Selected User will work with Lions Gate to develop the budget and staff the Film in accordance with the terms and conditions of the Definitive Agreement, provided that Lions Gate shall retain right of approval in all matters relating to budget, personnel, and content. Principal photography will commence at Lions Gate's discretion, and the Selected User must be available at the location during the time of principal photography, as well as preceding and after principal photography as may be reasonably necessary. The Selected User may be responsible for delivering "dailies" of the Film as well rough and final cuts of the Film in accordance with the delivery schedule set forth by Lions Gate in the Definitive Agreement. At all stages of development, Lions Gate will be able to provide the Selected User with feedback and the Film shall reflect all input provided by Lions Gate.

(a) Credits

The "Writer" (as defined below), director, and key actors of the Film as determined by Lions Gate shall receive credit in the main titles at the beginning of the Film, unless a) the main titles shall be at the end of the Film, in which case those credits will be at the end of the Film, or b) the Film does not use titles, in which case the Writer, director, and key actors may claim professional credit. All cast and crew will receive credits pursuant to their roles on all positive prints of the Film. Location of these credits shall be at the sole discretion of Lions Gate. The Selected User shall deliver the Film to Lions Gate with all credits included. Lions Gate shall not be held responsible for any casual or inadvertent failure to comply with the credit provisions of this paragraph nor any failure by the Selected User or any third parties to comply with this paragraph.

(b) Writer consideration

To the extent the Film is commercially exploited on its own (if at all) and in the event the Selected User is also the writer ("Writer") of the Film, at the sole discretion of Lions Gate, and as described more fully at www.massify.com/lgf and in the Definitive Agreement, the Writer will receive backend participation solely in the Film in the amount of 5% of net proceeds, defined as total "Gross Receipts", as defined by Lions Gate in the Definitive Agreement less the sum of Lions Gate's distribution fees (as defined by Lions Gate in the Definitive Agreement), the negative cost of production including production budget and production services fees, expenses associated with revenue generation (e.g. ad sales expense), distribution expenses, advertising and promotional expenses, festival entry expenses, and other expenses incurred directly or indirectly in the production, distribution, and promotion of the Film together with Interest (as defined by Lions Gate in the Definitive Agreement) on each of the foregoing. Lions Gate makes no representation that the Film will generate any, or any particular amount of Gross Receipts. To the extent that Lions Gate produces further motion pictures, television programs, or other subsequent productions based on the Selected Submission (each, a "Subsequent Production"), Writer shall be credited, if at all, in accordance with the WGA Basic Agreement then in effect and shall be entitled to receive an additional Ten Thousand Dollars ($10,000.00) for the first such Subsequent Production. If You are engaged by Lions Gate to render any additional services in connection with a Subsequent Production (which shall be determined by Lions Gate in its sole discretion), You shall be compensated in accordance with the terms of Your agreement with Lions Gate.

(c) Other consideration

The director, editors, actors, crew, and others who work on the Film will be paid cash compensation as determined in the final budget of the Film.

(d) Negative Pick-up

The production of the Film shall be structured as a negative pick-up arrangement between the production entity established by the Selected User (which shall own and control all rights in and to the Film prior to the grant thereof to Lions Gate) and Lions Gate, as more fully set forth in the Definitive Agreement.

GENERAL LIABILITY RELEASE/FORCE MAJEURE

By entering the Program, You (or Your parent or guardian if You are a minor) agree that: (i) any and all disputes, claims and causes of actions arising out of or connected with the Program, the Film, any subsequent production based on the Film or any awards granted, shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to the lesser of the following (as applicable based on the character of the Submission being made: (i) the amount paid to the User with the Selected Submission, if anything, (ii) the minimum compensation payable under the WGA Basic Agreement for low budget films for the writing services actually performed in connection with the Film, if any, (iii) the minimum compensation payable under the low budget sideletter to the Director's Guild of America Basic Agreement for the directing services actually performed in connection with the Film, if any, (iv) the minimum compensation due under the the Screen Actor's Guild Low Budget Agreement for the acting services actually performed in connection with the Film, if any, or (v) the minimum compensation due under any other union or guild that would otherwise have jurisdiction over the type of services that the Selected User is expected to perform but expressly excluding any pension, health and welfare payments and excluding residual use or re-use payments, and in no event will attorneys' fees or any other costs or expenses be awarded or recoverable; and (vi) under no circumstances will You be permitted to obtain any award for, and You hereby knowingly and expressly waive all right to seek, punitive, incidental or consequential damages and/or any other damages and/or any and all rights to have damages multiplied or otherwise increased. You hereby waive all rights to seek injunctive relief against any party, including without limitation, Sponsor or any other User, in connection with a Submission, the Film, or any other Lions Gate motion picture or property. You agree that the Program Entities (a) shall not be responsible or liable for any losses, damages or injuries of any kind (including death or disability) resulting from participation in the Program or any Program-related activity, or from Your acceptance, receipt, possession and/or use or misuse of any award, and (b) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the award, including, without limitation, to such award's quality or fitness for a particular purpose. You will indemnify, defend and hold harmless the Program Entities from and against all third party claims arising out of or relating to Your Submission and the Film. Sponsor assumes no responsibility for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete or delayed Submissions. Sponsor is not responsible for technical malfunctions of electronic equipment, computer online systems, servers or providers, computer hardware or software failure, phone lines, failure of any Submission to be received by Sponsor on account of technical problems, traffic congestion on the internet or the website or for any other technical, human or other problems or errors, including telecommunication, miscommunication or failure and failed lost, delayed, incomplete, garbled or misdirected communications or for other errors or malfunctions of any kind whether network, printing, typographical, human or otherwise relating to or in connection with the Program. Sponsor reserves the right to modify, suspend, or terminate the Program in the event it becomes infected by a computer virus or is otherwise technically impaired and to cancel or suspend the Program in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, or integrity of the Program, including without limitation, earthquake, flood, fire, national disaster, act of God, labor controversy, civil disturbance, disruption of public markets, terrorism or other conflict or any other event beyond the reasonable control of Sponsor which Sponsor believes, in its sole discretion, will impair the Program or the making of the Film in any way whatsoever (each, an event of "force majeure"). In the event of termination or cancellation, Lions Gate may in its discretion determine the Selected User using all non-suspect eligible Submissions received up to time of cancellation using the judging procedure outlined above. In the event of a dispute regarding Submissions received from multiple Users having the same email account, the authorized subscriber of the email account at the time of Submission will be deemed to be User. Authorized subscriber is the natural person who is assigned the email address by the Internet Service Provider, online Service Provider or other organization responsible for assigning email addresses. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the submission or rating process or the operation of this Program or the Program Site or acting with intent to annoy, abuse, threaten, or harass any other User, Sponsor or to otherwise be acting in violation of these Terms of Submission. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE THE PROGRAM SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW AND TO DISQUALIFY SUCH PERSON FROM THE PROGRAM AND SITE. These Terms of Submission cannot be modified or amended in any way except in a written document issued in accordance with the law by a duly authorized representative of Sponsor. The invalidity or enforceability of any provision of these Terms of Submission shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms of Submission shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

NO OBLIGATION TO USE

Sponsor shall have no obligation (express or implied) to use the Selected User's services, or to develop, produce, distribute or otherwise exploit the Selected Submission and/or Film, if any, or to continue the development, production, distribution or exploitation thereof, and Sponsor may at any time abandon development and/or production of the Selected Submission and/or Film, and/or terminate the Selected User's services in connection with the same for any reason, with or without legal justification or excuse, and the Selected User shall not be entitled to any damages or other relief by reason thereof. Sponsor reserves the right, without liability of any kind to the Selected User, to suspend, cancel, modify, limit or not complete production and/or distribution of the Selected Submission and/or Film for reasons of commercial impracticability, events beyond its control, including without limitation, earthquake, flood, fire, national disaster, act of God, labor controversy, civil disturbance, disruption of public markets, terrorism or other conflict, or for any other valid reason.

CHOICE OF LAW

Except where prohibited by law, as a condition of submitting a Submission in the Program, You agree that any and all disputes, claims, and causes of action arising out of or connected with this Program or any award granted shall be resolved individually, without resort to any form of class action, and exclusively by state or federal courts situated in the State of New York, County of New York. All issues, questions and disputes concerning the validity, interpretation and enforceability of these Terms of Submission shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed entirely therein.

Dates and deadlines/ANTICIPATED NUMBER OF SUBMISSIONS

Because of the unique nature and scope of the Program, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) and/or deadline(s) set forth in these Terms of Submission and/or elsewhere on the Website. Sponsor cannot accurately predict the number of Submissions in the Program.

Further documentation

If Sponsor shall desire to secure additional assignments, certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of these Terms of Submission, then You agree to sign the same upon Sponsor's request therefor.

NATURE OF RELATIONSHIP/WAIVER OF EQUITABLE RELIEF

You hereby acknowledge and agree that the relationship between You and the Program Entities is not a confidential, fiduciary, or other special relationship, and that Your decision to provide Your Submission to Sponsor for purposes of the Program does not place the Sponsor in a position that is any different from the position held by members of the general public with regard to elements of Your Submission. You understand and acknowledge that the Program Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to them or being developed by their own employees. You also acknowledge that many ideas or stories may be competitive with, similar or identical to the Submission and/or the Film in theme, idea, plot, format and/or other respects. You acknowledge and agree that You will not be entitled to any compensation as a result of Program Entity's use of any such similar or identical material. You acknowledge and agree that the Program Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Submission or the Film. Finally, You acknowledge that, with respect to any claim by You relating to or arising out of Program Entity's actual or alleged exploitation or use of any Submission or other material submitted in connection with the Program, the damage, if any, thereby caused to You will not be irreparable or otherwise sufficient to entitle You to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the Film or any other production based on or allegedly based on the Submission or the Film, and Your rights and remedies in any such event shall be strictly limited to the right to recover monetary damages, if any, in an action at law, in the amount of the minimum compensation which would have been payable to You under the WGA Basic Agreement for low budget films then in effect had the Film been a WGA picture (but expressly excluding the right to recover pension, health or welfare payments or residuals) or $10,000.00, whichever is less.

PRIVACY

Submission information may be shared with Sponsor's promotion partners and to the extent required for award fulfillment purposes. Except as otherwise contemplated in these Terms of Submission and to the extent You may otherwise elect at the time of Submission, personal information collected in connection with the Program will be used in accordance with the Paragraph entitled "Publicity Release" and Massify's privacy policy.

SELECTED USERS LIST

The Selected User's name will be posted on the Website.