This Agreement is made by and between the ("Film Owner") and 5Point Film a 501(c) 3 non-profit in connection with 5Point's official selection of your film as a film entry ("Film") for the 5Point Film Festival 2020/2021 Program (“Festival”). The 2020 or 2021 5Point Film Festivals can include a screening of the film at any of the following - the Aspen shows; Main festival in Carbondale; and any additional 5Point screenings between April 2020 and April 2022.
This Agreement is subject to the following terms and conditions:
(1) SELECTION/SCREENINGS
The Film will be screened at times and venues which will be strictly at the discretion of 5Point Film programming staff. Some films may screen twice or more, and 5Point Film reserves the right to schedule additional last minute screenings of the Film on a “To Be Announced” basis. 5Point Film also reserves the right to screen all or parts of the Film prior to the festival for promotional purposes.
(2) 5POINT ADDITIONAL SCREENINGS
5Point reserves the right to screen the Film at other locations worldwide after the Festival under the name “5Point Film.” Unless expressly prohibited by the Film Owner below, the Film may be presented at additional 5Point Film screenings between April 2020 thru April 2022. Examples of additional 5Point Film Screenings include, but are not limited to our Community Collab program and can also include additional festival screenings hosted by 5Point Film Festival and screenings through external content partnerships.
(3) 5POINT FILM ONLINE MEDIA CONTENT
5Point Film may provide the opportunity to promote your film during or after the festival in conjunction with our media and industry partners. If attending the 2020 or 2021 Festival, 5Point may conduct interviews with you to be edited together with clips from your film.
(4) COMPENSATION TO THE FILM OWNER
With the exception of Festival pass, Film Owner will receive no monetary compensation for exhibition of the Film during the Festival or 5Point Additional Screenings at this time.
(5) REPRESENTATIONS BY FILM OWNER
Film Owner represents and warrants that Film Owner has the full and sole right and authority to enter into this Agreement and make the grant of rights made herein, that the person signing this Agreement is fully authorized to do so by the Film Owner, and that 5Point Film may rely on the terms of this Agreement if the Film is selected and Film Owner does not object to this Agreement, but fails to sign and return it; that the Film is wholly original with Film Owner; that no claim or litigation exists relating to the Film or purporting to question or adversely affecting the rights granted herein; and that, to the best of Film Owner’s knowledge (or that which Film Owner should have known in the exercise of reasonable prudence), the Film does not violate the rights of privacy of, or constitute a libel or slander against, or violate any common law or other rights of, any person or entity. Film Owner agrees to defend, indemnify and hold 5Point and its successors and assigns harmless against and from any and all liability, loss, cost (including reasonable attorneys' fees), causes of action and damages incurred as the result of any breach of any representation, warranty, or agreement made by Film Owner under this Agreement.
(6) BINDING AGREEMENT
This Agreement will be binding upon and inure to the benefit of 5Point Film’s and Film Owner’s respective licensees, successors and assigns.
(7) ENTIRE AGREEMENT; AMENDMENT
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties, including both members of WC Services.
(8) GOVERNING LAW
This agreement is to be construed in accordance with the laws of the State of Colorado without regard to choice of law rules.
(9) DISPUTE RESOLUTION
All disputes under this Agreement shall be settled by arbitration in Colorado before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
(10) SEVERABILITY
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
(11) WAIVER
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
(12) ATTORNEY’S FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.
(13) CAPTIONS
The headings used in this agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.