This is an agreement between the Purchaser (“Team Leader”) and  Winterfilm, run by Winterfilm LLC, for the 2024 Winterfilm XI competition.

(1) Team Leader has read, and agrees on behalf of him/herself and Team to abide by, the “Filmmaking Rules” and the “Competition Rules” (collectively “Official Rules”) of the project, the terms of which are available at www.winterfilm.org/rules, and by reference made a part hereof. It is understood that Winterfilm, LLC reserves the right to disqualify from screening or exhibition and remove from consideration for awards and prizes any
films/videos/radio plays/scripts (collectively “The Project”) which do not adhere to the Official Rules.

(2) Team Leader hereby understands that he/she/they are responsible for all crew, cast, equipment, sets, locations, and other items necessary for participating in the Project, and all costs, expenses, damages and claims related thereto. Winterfilm, LLC is providing the event and guidelines in which the Team Leader is taking part; a screening opportunity for all qualifying films/videos; and a trophy for the Event winner(s).

(3) Team Leader hereby affirms that he/she will secure all rights (including without limitation copyrights) in and to all material included in The Project, including without limitation any and all images, photographs, performances, appearance(s) by any person(s), sounds, soundtrack and music (including without limitation compositions, recordings and performances). In no manner limiting the foregoing, Team Leader will obtain a signed Waiver and Release Form from all cast and crew, a signed Music Release from all persons or entities providing music, and a signed Location Release for all locations used in The Project as applicable. Team Leader represents and warrants that he/she (a) is free to enter into this Agreement, (b) that, except with regard to Winterfilm, LLC’s rights as set forth herein, Team Leader is the sole copyright holder in and to The Project; and (c) The Project does not to the best of Team Leader’s knowledge (including what Team Leader should know or have known in the exercise of reasonable prudence) violate the copyright of any person or entity, or defame or infringe upon any rights of any kind of, including the right of privacy, of any person or entity.

(4) Team Leader hereby agrees to indemnify, defend, and hold harmless Winterfilm, LLC, its owners, officers, directors, shareholders, employees, licensees, partners and assigns (collectively “Indemnified Parties”) from any and all claims, costs, damages, expenses and liabilities including without limitation attorneys’ fees (collectively “Claims”) arising from the creation, production, use, exhibition, promotion, marketing, merchandising, or other exploitation of The Project by the Indemnified Parties and/or any of them, Team Leader, Team and/or any member thereof (including without limitation Claims for negligence and other torts, unauthorized use of likeness, invasion of right of privacy, publicity or personality, defamation, fraud, infringement of copyright and/or trademark, and breach of contract), and for any breach by Team Leader of any representation, warranty or obligation of Team Leader hereunder.

(5) Team Leader grants to Winterfilm, LLC non-exclusive rights to The Project, in accordance with the following:
From the date Team Leader submits his/her film to Winterfilm, LLC and continuing until this Event’s official Screening/Awards event (“End Date”):
(a) Team Leader shall have exclusive rights to the film and may pursue any distribution by any means after the End Date. Prior to the End Date, the sole distribution and mass-viewing rights are assigned to Winterfilm, LLC for the purposes of screening the film at judging sessions and the awards event.
(b) Team Leader assigns limited rights to Winterfilm, LLC to use The Project, in part or in whole, to promote the competition and future competitions.

(6) Team Leader hereby acknowledges that participation in the Winterfilm Competition is without remuneration or monetary compensation whatsoever. The consideration for participating in the project is the screening of Participant’s completed film/video at the conclusion of the Event; and the possibility, although not the obligation by Winterfilm, LLC, for future screenings and distribution; and the opportunity for publicity or exposure for being a participant.

(7) Team Leader acknowledges that, in the event of any breach by Winterfilm, LLC or any third party, the
damage, if any, caused to Team Leader thereby will not be irreparable or otherwise sufficient to entitle Team Leader to seek injunctive or other equitable relief. Team Leader’s rights and remedies in such event will be strictly limited to the right, if any, to recover compensatory (but not punitive or consequential) damages in an action at law, and Team Leader will have neither the right to rescind or terminate this agreement or any of Winterfilm, LLC’s rights hereunder, nor the right to enjoin the exhibition or other exploitation of the Film or any subsidiary or allied rights with respect thereto.

(8) Team Leader may not assign this Agreement or any of its obligations hereunder without Winterfilm, LLC’s prior written consent. Winterfilm, LLC may freely assign any and all rights and obligations under this Agreement in whole or in part to any other party. Team Leader acknowledges and agrees that Team Leader is not an employee or agent of Winterfilm, LLC for any purpose, including all tax obligations, but that the parties are contractors independent of one another.

(9) Team Leader hereby acknowledges that a “Making of Winterfilm” (the “Documentary”) may be shot anytime during the Event, and hereby agrees to allow camera crews to tape his/her team during any production stage of the project; and further agrees to immediately provide to Winterfilm, LLC a signed release for each of his/her participating cast and crew members, using the attached “Release” (Exhibit A). Winterfilm, LLC has no obligation whatsoever to produce or exhibit the Documentary, however.

(10) Winterfilm, LLC will not be liable for any special, indirect or consequential damages, without limitation, damages arising under any Claim or cause of action, including contract, warranty, strict liability or tort, whether or not Winterfilm, LLC has been advised of the possibility of such damages. Furthermore, it is understood that Winterfilm, LLC’s total liability for any Claims and/or causes of action shall not exceed, and is limited to, the total amount paid to Winterfilm, LLC in entry fees by Team Leader under this agreement. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

(11) This agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, without any reference to its conflicts of laws provisions.

NOTE: If Signatory is under 18:
By signing, you represent and warrant that a parent or guardian of the minor whose name appears above has read and approves of the foregoing Agreement, and consent to its execution by my child/ward.