Reviewers Agreement: Grant of Rights, Release, and Waiver

For individuals who are reviewing and critiquing Writer submissions

DO NOT ACCEPT THIS AGREEMENT UNTIL YOU HAVE READ AND UNDERSTOOD IT COMPLETELY. BY CLICKING “ACCEPT”, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

This agreement, including the Writers Spotlight Terms of Service and Privacy Policy, each incorporated herein by reference (the “Agreement”), applies when you (“Reviewer”) access, use, or visit the Writers Spotlight website (“Site”) to review and critique submissions (“Material”) posted by writers (each, a “Writer”). For good and valuable consideration, the receipt, sufficiency and legal adequacy of which are hereby acknowledged, Reviewer hereby agrees as follows:

Reviewer acknowledges and agrees that the results and proceeds of Reviewer’s services hereunder, including without limitation all themes, formats, ideas, stories, and all other material composed, submitted, added, created, or interpolated by Reviewer (hereafter the “Results and Proceeds”) in connection with Reviewer’s review of any Material submitted by a Writer to the Site, which services Reviewer acknowledges may have been or may be rendered in collaboration with others, shall be deemed a work-made-for-hire for Writer prepared within the scope of Reviewer’s engagement and/or as a work specially ordered or commissioned by Writer for use as a part of an audio-visual work, and,  therefore, Writer shall be the sole author and copyright holder thereof, and Writer will solely and exclusively own throughout the universe in perpetuity, all rights of every kind and nature whether now or hereafter known or created in and in connection with such Results and Proceeds including, without limitation, all rights generally known as “moral rights” or “droit moral” rights which Reviewer may have in connection with the Material or the Results and Proceeds (collectively, the “Moral Rights”).  In the event that the Results and Proceeds are deemed not to be works made for hire, or in the event that Reviewer should, by operation of law, be deemed to retain any rights in the Material, Reviewer hereby irrevocably assigns, without any further consideration, all of Reviewer’s right, title and interest, if any, in and to Material, and any works arising therefrom, to Writer.

Reviewer hereby acknowledges, certifies and agrees that all of the Results and Proceeds: (i) are or will be original with Reviewer (or are in minor part in the public domain); (ii) have not been exploited in any manner and/or medium; (iii) are not and will not be based in whole or in part on the life of any real person, or, if based on the life of any real person, Reviewer has obtained all necessary rights from such person; (iv) to the best of Reviewer’s knowledge (including that which they should have known in the exercise of reasonable prudence), does not and will not infringe upon the copyright of any person or entity; and does not and will not constitute a libel or slander of any person or entity or infringe upon or violate the right of privacy or any other right of any person or entity.  Reviewer will indemnify, defend and hold harmless Company and its affiliates, and each of Company’s and its affiliates’ respective licensors, suppliers, officers, directors, investors, employees, agents, service providers and other contractors (“Released Parties”) and Writer from and against any claims, damages or expenses (including reasonable costs and outside attorney’s fees) arising out of a breach or alleged breach of Reviewer’s representations and warranties.

In no event shall Reviewer be entitled to, and Reviewer hereby waives, any and all rights to injunctive or other equitable relief or in any way to interfere with the advertising, distribution, exhibition or exploitation of any works arising from the exploitation by Writer, or any assignee or licensee of Writer, of the Materials.

In addition, Reviewer hereby agrees and acknowledges that Site serves solely as a host for Material and will not serve in any capacity as an intermediary, and that Company will have no involvement with any contact Reviewer may have with a Writer, and Reviewer hereby releases the Released Parties from any claim of any kind or nature whatsoever arising from any contact between any Writer and Reviewer and/or any claims arising out of any of Reviewer’s services provided via the Site.