Mansa Films, LLC and its successors, licensees and assigns (collectively, “we”, “our” or “us” or similar words) wishes to acquaint you with our submission policy with respect to your submission of one or more motion picture(s) (each a “Picture” and collectively, the “Pictures”) and any additional related material that you submit to us from time to time (together with the Pictures, the “Material”) through our Platform (as defined below). As a material inducement to review the Material, and in consideration of our doing so, you represent, warrant and agree to the terms and conditions set forth below by clicking the “SUBMIT” button and submitting any Material to us.
BY CLICKING “SUBMIT” AND SUBMITTING MATERIAL, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SUBMISSION RELEASE AS A PARTY TO IT AND ARE ACKNOWLEDGING THAT YOU HAVE READ THIS SUBMISSION RELEASE IN FULL, ARE AGREEING TO ALL OF ITS TERMS AND CONDITIONS, AND ARE 18 YEARS OF AGE OR OLDER. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS SUBMISSION RELEASE OR ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU, PLEASE DO NOT CLICK “SUBMIT” OR SUBMIT YOUR MATERIAL.
1. The “Platform” shall be defined as the online interactive website owned by us that facilitates the booking of motion pictures by providing certain “film buyers” and theater owners and operators (collectively, the “Exhibitors”) with access to a database of motion pictures available for theatrical exhibition.
2. Upon your acceptance of this Submission Release, you will be prompted to create an account as a [“Material submitter”] on the Platform. If you do not create an account on the Platform, we are unable to review the Pictures for potential acquisition and placement on the Platform.
3. You acknowledge that you are making this submission to us voluntarily and we have the right to pass on your Material in our sole discretion. You acknowledge that this Submission Release shall also cover any additional material you submit to us outside of the Platform all of which shall be incorporated into the definition of “Material”.
4. In consideration of our review and evaluation of the Material for potential acquisition and placement on the Platform, you shall pay us a fee of [_____] U.S. Dollars ($__) (the “Fee”) for each Picture that you submit. If we pass on a Picture, we shall have no further obligations to you, other than to return [___]% of the Fee for such Picture to you.
5. If following review of the Material, we desire to acquire the Theatrical Rights (as defined below) to one or more of your Pictures, you shall enter into a license agreement with us (the “License Agreement”) for the exclusive license of such rights, throughout the United States and its territories, possessions, and commonwealths for at least twelve (12) months from delivery of the applicable Picture and other required deliverables. The License Agreement will include our standard terms and conditions, including, without limitation, distribution fees and expenses payable to us (as further detailed on the Platform). “Theatrical Rights” shall mean distribution and exploitation of a motion picture for direct exhibition (regardless of the means of delivery) in conventional or drive-in theaters, licensed as such in the place where the exhibition occurs, that are open to the general public on a regularly scheduled basis and/or one-off screenings and that charge an admission fee to view the motion picture.
6. You represent and warrant that (i) you solely and exclusively own or control all Theatrical Rights to the Pictures and all rights to the other Material; (ii) no third party consents are necessary to submit the Material to us; (iii) the Theatrical Rights have not been previously exploited or granted to a third party, except as expressly indicated by you in your submission; (iv) you do not need permission from any third-party to acknowledge acceptance of this Submission Release; and (v) the Material is free of all claims or encumbrances (other than customary guild, financier and completion bond liens expressly indicated by you in your submission).
7. You acknowledge the following: (i) we make no representations or warranties that, (a) we will accept your Material for acquisition and placement on the Platform and even if we do accept your Material for acquisition and placement on the Platform, that any Exhibitor will book exhibitions of your Pictures, or (b) if a booking is obtained, we make no representations or warranties that any receipts or other monies will be payable to you or that the Picture will achieve a certain level of success, (ii) no confidential relationship is intended or created between us and you by reason of the submission of the Materials, and we have no fiduciary or implied other relationship with you whatsoever, and (iii) no other obligations exist or shall exist between you and us unless and until the License Agreement (if any) has been entered into by you and us.
8. You acknowledge and agree that you cannot and will not assume, from the fact that we will accept your offer to submit the Material to us, that we regard the Material, or any part thereof, as novel, valuable or usable. You acknowledge that other persons including our employees may have submitted to us or to others or made public, or may hereafter originate and submit or make public, similar or identical material which we shall have the right to use, and you understand that you will not be entitled to any compensation in the event of our use of such other similar or identical material and you waive any such claim that we misappropriated any ideas or portions of the Material in any of our programs, exhibits, productions or activities.
9. You release us and our successors, licensees and assigns and each of our and their officers, directors, shareholders, managers, members, employees, representatives and agents (collectively, the “Released Parties”) from any liability, claims, loss or damage which may arise as a result of our access to the Material. You acknowledge and agree that we are not obligated to return the Material to you.
10. You will indemnify and hold the Released Parties harmless from any and all suits, claims, or liability (including reasonable attorneys’ fees) that result from any breach of this release on your part.
11. You acknowledge that you maintain the right to obtain, at your sole expense, independent legal counsel of your sole choice prior to the accepting this Submission Release and acknowledge that you have fully exercised such right and fully understand and accept the full contents of this agreement.
12. This Submission Release constitutes the entire understanding and agreement between you and us, and supersedes all prior understandings.
13. This release shall be governed by the laws of the State of California applicable to agreements made and wholly performed therein without regard to principles of conflicts of law. Each party hereby consents to the exclusive jurisdiction of any state or federal court located in the State of California and agrees that venue therein is proper and convenient.
BY CLICKING ON THE “SUBMIT” BUTTON AND SUBMITTING MATERIAL, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS ENTIRE SUBMISSION RELEASE INCLUDING ALL OF ITS TERMS AND CONDITIONS AND THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND ARE CONSENTING TO BECOME A PARTY TO THIS SUBMISSION RELEASE AND AGREE TO BE BOUND BY THIS SUBMISSION RELEASE AND ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS SUBMISSION RELEASE AND ALL OF ITS TERMS AND CONDITIONS, PLEASE DO NOT CLICK THE “SUBMIT” BUTTON AND LEAVE THIS SITE.
Terms Applicable for Apple iOS.
If you are using the Service through an Apple Device, the following terms apply:
(i) To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms are entered into between you and Company and, that Apple, Inc. (“Apple”) is not a party to these Terms other than as third-party beneficiary as contemplated below.
(ii) The license granted to you in these Terms is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
(iii) You acknowledge that Company, and not Apple, is responsible for providing the Service and Content thereof.
(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(v) To the maximum extent not prohibited by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Company, Company, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (a) product liability claims; (b) any claim that the Service fails to confirm to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
(ix) When using the Service, you agree to comply with any and all third party terms that are applicable to any platform, website, technology or service that interacts with the Service.