Terms and conditions

Script Haven LLC (“SH”, “us” or “we”) and its parent, subsidiary and affiliate entities worldwide (individually referred to herein as “SH” or “the Company” or “we” or “us” or “our”) own and operate this website, www.scripthaven.com, (including websites accessed through mobile devices as well as downloadable mobile applications) (each referred to herein as a “Site” and collectively, the “Sites”). These Terms of Use together with any policies and additional terms posted on the Site (“Terms”) constitute a legally binding agreement made by and between SH and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). The Terms govern your use of the services provided by or through the Site and your use of the other services we make available on this Site (“Services”).

BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.

By viewing or using our Site, you acknowledge and agree to these Terms and those posted by us from time to time. SH reserves the right to amend, change or modify these Terms at any time. No modification of these Terms by any party other than SH shall be valid or enforceable against SH unless expressly agreed to by SH in a writing signed by an authorized SH representative. When we post changes to these Terms, we will revise the “Last Updated” date at the top of the Terms. Your continued use of the Sites after any changes or revisions to these Terms become effective shall indicate your agreement with the terms of such revised and then-current Terms. You may be accessing our Site from a computer or mobile phone device and these Terms govern your use of the Site regardless of how you access it.

If you have any questions about these Terms, please contact us by email at support@scripthaven.com. 

  1. GENERAL

    1. Eligibility. To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older, or, if you have parental consent, 13 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.

    2. License to Use the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access the Site for your personal, non-commercial use, and to access and use the Services for your personal use, and as we otherwise intend. SH reserves the right to monitor the Services for the purpose of determining that your usage complies with these Terms.

    3. Prohibited Conduct. You may not use the Site or Services other than as expressly permitted by Section 1.2 above. Without limitation, you will not, directly or indirectly: (a) copy, reproduce, modify, distribute, display, create derivative works of or transmit any Content (as defined below) on the Site; (b) use the SH Materials (as defined below) commercially; (c) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services or Site (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (d) interfere with or damage the Services, Site, or any underlying technology; (e) impersonate or misrepresent your identity or affiliation; (f) attempt to obtain unauthorized access to the Services or Site; (g) collect information about users of the Services, the Site, or the Service other than as expressly permitted on the Site; (h) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (i) violate any law, rule, or regulation, or (j) interfere with any third party’s ability to use or enjoy, or our ability to provide, the Services or Site; (j) make fraudulent offers to sell or purchase, or conducting any type of financial scam such as “pyramid schemes,” “ponzi schemes,” or “chain letters”; (k)) use information you have obtained from the Site to contact other users of the Site for the purposes of purchasing or selling Material outside of the Site. For the avoidance of doubt, any purchase or sale of Material or attempt thereof outside of the Site is strictly prohibited. 

    4. Privacy Policy. SH’s Privacy Policy (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated into and is a part of these Terms.

  2. ACCOUNT REGISTRATION; ACCOUNT USE

    1. Account Registration. If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).

    2. Security of Your Account. You agree to notify SH immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by SH or a third party due to someone else using your account.

    3. No Obligation to Retain a Record of Your Account. SH has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.

  3. TERMS OF SUBMISSION AND PURCHASE OF SCRIPTS
    These Terms apply to and govern the provision of your use of Services administered by SH that allows you to (either as a Seller or Buyer (as defined below), respectively) (i) register as a user of the Site to post and exclusively display your literary material, including without limitation scripts (the “Material”) on the Site for sale as a seller (each a “Seller”) to registered users of the Site who may purchase such Material (each a “Buyer”); (ii) view Material or portions of Material posted by a Seller; (iii) sell Material, as a Seller, and purchase or option  (for a specified period of time) Material, as a Buyer, subject to these Terms and a fully executed purchase agreement or option agreement (as applicable), located at PURCHASE AGREEEMENT FORM (the “Purchase Agreement”) and at OPTION AGREEEMENT FORM (the “Option Agreement”) ; (iv) create a user profile, including without limitation a synopsis related to any posted Material; (v) control and/or request access to Material; (vi) set a price for  any applicable Material posted by a Seller; (vii) flag Material by genre and type; (viii) communicate with other Site users through the Site’s messaging system, and (ix) track sales and transaction history via your user profile.  

The following terms apply to your use of the Site and Services:

    1. Information and Descriptions. We try to make the Site thorough, accurate, and helpful to our users. Nonetheless, there may be times when certain information contained on the Site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We apologize in advance for any such errors that may result in an inaccurate description, item unavailability or otherwise affect your use of the Services. We reserve the right to correct errors or to update Site information at any time without notice.

    2. Offers Related to Material. We have the right to refuse or limit any submissions of Material by a Seller, and to limit the amount of Materials purchased by a Buyer. We will not be liable if any Material is unavailable or if electronic delivery is delayed. We may grant or deny cancellation requests for individual offers in our sole and absolute discretion. 

    3. Selling Material.  By posting and/or displaying Material on the Site for sale, you agree to comply with the following:

      1. You acknowledge that you are responsible for the content of the Material you post and the accuracy of any related information you post;

      2. You acknowledge in order to post Material, your Material is required to be registered with the Writers Guild of America (“WGA”) and that you are required to post proof of such registration; 

      3. You agree that any Material you post will be entirely original as to Seller and was not written or prepared, in whole or in part, by any third party;

      4. You agree that any Material you post and all right and title therein and thereto is owned exclusively by you, other than any element or portion thereof in the public domain;

      5. You represent that neither the Material, nor any element thereof infringes the copyright or any other intellectual property right of any third party or any other work;

      6. You represent that neither the Material, nor its exploitation will knowingly violate the rights to privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever;

      7. You represent that you own all rights in and to any Material you post and all rights assigned to Buyer under the applicable agreement are free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened;

      8. You represent that you have full right and power to enter into and perform your obligations under any executed Purchase Agreement or Option Agreement (as applicable) without the consent of any third party; 

      9. You represent that any Material you post has not previously been exploited as a feature motion picture, theatrical or television production, and you shall not subsequently exploit any Material you post and sell as a motion picture, theatrical or television project, nor permit any third party to do so, except as permitted in the applicable Purchase Agreement or Option Agreement; 

      10. You acknowledge that SH cannot guarantee the exact time your Material will be displayed and/or accessed by other users on the Site;

      11. You acknowledge that SH may remove information, Material, Content, messages, or communications, that in SH’s determines in its sole discretion, may be illegal, that may subject SH to liability, or that may violate these Terms; 

      12. If you have executed an Option Agreement, you acknowledge that you are subject to the terms of such agreement and your Material shall not be available for purchase on the Site for the duration of the term of such Option Agreement.

    4. Purchasing Material.  When making an offer to purchase or purchasing any Material on the Site, you agree to comply with the following:

      1. You acknowledge that you are responsible for reading all information related to the Material or the purchase thereof before making an offer to purchase Material;

      2. You acknowledge that you enter into a legally binding contract with a Seller to purchase the Material when your offer for such Material is accepted by a Seller; 

      3. You agree to provide any required information in order to complete a Purchase Agreement or Option Agreement (as applicable) and you understand that in the event the required information and signatures are not provided by both the Seller and the Buyer, the transaction will be canceled; and

      4. You represent that you have full right and power to enter into and perform your obligations under any executed Purchase Agreement or Option Agreement (as applicable) without the consent of any third party.

      5. You acknowledge that SH may remove information, Material, Content, messages, or communications, that in SH’s sole discretion, may be illegal, or that may subject SH to liability, or that may violate these Terms.

    5. Sale and Purchase of Material. The display of Materials on the Site by a Seller invites any Buyer who has registered to use the Site to make an offer to purchase or purchase the right to option such Material. If such offer is accepted by a Seller, the Buyer and Seller must complete and execute the Purchase Agreement or Option Agreement (as applicable). 

    6. Service Fee.  SH collects a fifteen percent (15%) service fee from every purchase of Material made by a Buyer on the Site (the “Service Fee”).  The Service Fee is applied towards the final purchase price or option price charged to Buyer by the Seller, and the Seller receives the remainder of the final purchase price less the SH Service Fee. 

    7. All Transactions Are Final. Except as expressly provided herein, all sales made or entered into through the Site of any Material are final and may not be cancelled. 

    8. Payment. You authorize us and our third party payment processor to credit or charge your payment card for any sales or purchases of Material made on the Site. We accept the forms of banking and payment information as stated on the Site and, if applicable, for credit card payments, charge your credit card when your fee is processed. The bank issuing your credit card may control when to release funds in the case of a purchase cancellation or refund. We reserve the right to use the banking and payment information you provide us to process payment of any purchased or optioned Material and the related Service Fee, to provide better service to users should you wish to use our service again in the future, and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (a) you providing complete personal, account, transaction and any other information needed, (b) authorization of the payment by your credit or debit card company, if applicable, and (c) acceptance of your payment.  If applicable, you may cancel your payment prior to your final submission of it to us. If applicable, we may, in our sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating or receiving future payments for any reason, including, without limitation, the following: (i) if you attempt to use the Services in breach of any applicable law collective bargaining agreement or regulation, including the card network rules or regulations; (ii) if you use the Services in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested. 

    9. Holds.  Under certain circumstances, SH or its third party payment processor may, in SH’s sole discretion,  place a temporary hold on your account or on a transaction. We have the right to place a hold on transactions involving your user account if, in our sole discretion, we believe that there may be a significant risk associated with you, your account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements. Risk-based holds may remain in place for up to one hundred eighty (180) days from the date the transaction was made. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion.

    10. Taxes. Stated prices do not include any customs duties, sales, use, value-added, excise, federal, state, local or other taxes. You are solely responsible for the payment of such taxes related to your purchase. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your sale or purchase, as applicable.

    11. WGA Compliance.  If you are a signatory or member of the Writer’s Guild of America when accessing or using any part of the Site or Services, you shall be solely responsible for complying with the terms of then-current Minimum Basic Agreement and any and applicable Code of Working Rules set forth by the WGA (“WGA Policies”). By using the Site or the Services, you hereby represent that you shall not accept any offer or sign any contract or make any agreement which violate WGA Policies. 

  1. INTELLECTUAL PROPERTY; RIGHT OF PUBLICITY LICENSE AND RELEASE; THIRD-PARTY CONTENT AND SERVICES

    1. Intellectual Property Rights. Other than with respect to the Material, all content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), all digital documents and/or sources of information that are part of the your User Content on the Site and that relate primarily to you and all software and other technology used to provide the Site and/or Services, including without limitation the Seller and/or Buyer Program (“Technology”), are owned by or licensed to SH and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.

    2. You agree that SH shall be the exclusive owner of the Content, Marks, Site Design, and the Technology and all elements thereof and materials relating thereto, all photographs, videos and other recordings made by or on behalf of SH in connection with your use of the Services and/or the Site (collectively, the “SH Materials”). Without limiting the foregoing, the SH Materials shall include all rights to all results and proceeds of any services rendered by you pursuant hereto, all of which shall constitute “works made for hire” within the meaning of United States copyright law. It is expressly understood and agreed, however, that nothing contained herein shall be deemed to give SH any right, title or interest in or to any Material or User Content, except for the license expressly provided for in these Terms. You hereby irrevocably transfer and assign to SH, and agree to irrevocably transfer and assign to SH, all right, title and interest in and to the SH Materials, including all worldwide trademark rights, patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights therein. You agree that you do not have any right, title or interest, and you will not claim any, in or to the SH Materials or other assets of SH, including without limitation all trademarks, service marks, trade names, copyrights, and other rights of SH. You shall further assist SH, at SH’s sole cost and expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights or SH Materials assigned or transferred to SH hereunder. 

    3. Third-Party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. SH is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.

    4. Third-Party Services. Third parties may offer their services directly to you through the Site. In such case, you may be required to agree to the third party’s terms of service and/or privacy policy to use the service. SH will not be liable in any way for the acts or omissions of such third party, the terms of service or privacy policy of the third party or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such third party’s services or products.

  2. CONTRIBUTIONS TO SH AND RIGHT OF PUBLICITY LICENSE AND RELEASE
    Any Materials, synopses related to Materials, texts, photographs, artwork, ideas, questions, reviews, comments, suggestions, public profile pages or other content that you submit or post to the Site or otherwise provide to us, including your Image (as defined below) are referred to as “User Content.” The following Terms apply to User Content:

    1. License to SH. By sharing, submitting or uploading any User Content, you grant SH a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display for evaluation and review the material consistent with the submission policy hereof and to promote your membership herein  worldwide in any media. Subject to the license above, you retain ownership of User Content. Additionally, you grant SH the right to use your username, real name, approved biography, approved actual or simulated image, likeness, approved endorsement, descriptions of you, location or other identifying information, including but not limited to your voice (collectively, your “Image”), in connection with any use of your User Content. 

    2. Waiver of Moral Rights. You irrevocably waive and agree not to assert any rights, including any “moral rights,” that you have to prevent us from exploiting the rights granted in Section.

    3. Your Responsibility for User Content. You acknowledge and agree that you are solely responsible for all the User Content that you make available through the Site. Accordingly, you represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to grant SH the required rights to disseminate any User Content, (b) neither your User Content nor your posting, uploading, publication, submission or transmittal of this User Content or SH’s use of your uploaded User Content (or any portion thereof) on, through or by the means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation, and (c) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

    4. No Obligations Regarding User Content. We have the right to remove any User Content for any reason or no reason at all.

  3. INFRINGEMENT 

    1. Infringement Notification. SH respects the rights of others and we expect users of our Site and Services to do the same. These Terms prohibit the infringement of the copyrights or trademarks of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.

    2. How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright or trademark which you own or for which you are a designated agent, please send a notice of infringement by fax, electronic mail or regular mail to SH’s designated Copyright Agent to receive notifications of claimed infringement by one of the following means:

Written notification must be submitted by email, fax or mail to the following Designated Agent:

(a) Name of Agent Designated to Receive Notification of Claimed Infringement: Script Haven Support Team

(b) Full Address of Designated Agent to Which Notification Should be Sent: 2135 West Sycamore Ave. Orange, CA 92868

(c) Telephone Number of Designated Agent:  +1 (832) 799-0811‬ and +1 (310) 614-1634

(d) Email Address of Designated Agent:  support@scripthaven.com

With the information that sets forth the items specified below:

  • Identify the copyrighted work or trademark claimed to have been infringed. If multiple works are covered by a single notification, provide a representative list of such works.

  • Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit SH to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.

  • Include details of your claim to the material, or your relationship to the material’s copyright or trademark holder.

  • Provide your full name, address, and telephone number should we need to clarify your claim.

  • Provide a working email address where we can contact you to confirm your claim.

  • If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”

  • If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”

  • Sign the document, physically or electronically.

  1. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY; RELEASE

    1. NO WARRANTIES. THE SITE, SERVICES, AGREEMENT TEMPLATES (DEFINED BELOW), AND MATERIALS ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. SH DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SH DOES NOT WARRANT THAT ANY MATERIAL POSTED  AND THE PURCHASE AGREEMENT AND THE OPTION AGREEMENT FORMS (THE “AGREEMENT TEMPLATES”) WILL BE AVAILABLE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT MATERIALS WILL NOT BE LOST OR DAMAGED IN ELECTRONIC DELIVERY. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW. ANY PURCHASE OR SALE OF MATERIAL MADE THROUGH THE SITE MUST BE MEMORIALIZED USING THE AGREEMENT TEMPLATES. THE AGREEMENT TEMPLATES CANNOT BE CHANGED OR MODIFIED UNDER ANY CIRCUMSTANCES. NOTWITHSTANDING THE FOREGOING, SH DISCLAIMS ALL LIABILITY RELATED TO THE USE OF THE AGREEMENT TEMPLATES. 

    2. USE OF SITE IS AT YOUR OWN RISK. SH DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, AGREEMENT TEMPLATES, OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE AND AGREEMENT TEMPLATES SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL, AGREEMENT TEMPLATES, OR DATA. SH MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE MATERIALS, AGREEMENT TEMPLATES, SITE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. SH WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES. SH MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.

    3. USE OF AGREEMENT TEMPLATES IS AT YOUR OWN RISK.  SELLER AND BUYER, ON BEHALF OF YOURSELF AND YOUR HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, HEREBY RELEASE, WAIVE, DISCHARGE AND HOLD HARMLESS, SH FROM ANY AND ALL LIABILITY, CLAIM AND DEMANDS OF WHATEVER KIND OF NATURE, EITHER IN LAW OR IN EQUITY, WHICH ARISE OR MAY HEREAFTER ARISE FROM ANY TERM INCLUDED IN ANY AGREEMENT TEMPLATE AND /OR YOUR USE OF ANY AGREEMENT TEMPLATE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THIS RELEASE DISCHARGES SH FROM ANY LIABILITY OR CLAIM THAT YOU MAY HAVE AGAINST SH WITH RESPECT TO ANY CLAIM THAT MAY RESULT FROM YOUR USE OF ANY AGREEMENT TEMPLATE.

    4. NO RESPONSIBILITY FOR PAYMENTS.  YOU HEREBY RELEASE AND FOREVER DISCHARGE SH FROM ANY CLAIM WHATSOVER WHICH ARISES OR MAY HEREAFTER ARISE ON ACCOUNT OF ANY PAYMENT WHICH IS NOT RECEIVED. I UNDERSTAND THAT SH EXPRESSLY DISCLAIMS RESPONSIBILITY FOR PAYMENTS WHICH ARE NOT RECEIVED AND ANY ERRORS WITH RESPECT TO A PAYMENT OR PROCESSING A PAYMENT WHICH LEADS TO CANCELLATION OF SUCH PAYMENT. FURTHER, I UNDERSTAND THAT SH DOES NOT ASSUME ANY RESPONSIBILITY FOR OR OBLIGATION TO PROVIDE ME WITH PAYMENT IN THE EVENT I DO NOT RECEIVE PAYMENT.  I EXPRESSLY WAIVE ANY SUCH CLAIM FOR PAYMENT OR LIABILITY ON THE PART OF COMPANY BEYOND WHAT MAY BE OFFERED FREELY BY SH IN THE EVENT THAT THERE IS AN ERROR RELATED TO THE PROCESSING OF ANY PAYMENT.   

    5. NO RESPONSIBILITY FOR THIRD-PARTY PRODUCTS. SH DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY MATERIAL OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND SH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. SH WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

    6. NO CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILL SH, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “SH ” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, SERVICES OR MATERIALS, EVEN IF SH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. SH WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT MATERIALS, LOSS OF REVENUE, OR LOSS OF GOOD WILL.

    7. OUR LIABILITY IS LIMITED. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT OF SH SERVICE FEES PAID IN CONNECTION TO THE MATERIAL(S) TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A MATERIAL, $99.99. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT SH MAY NOT EXCLUDE UNDER APPLICABLE LAW.

    8. SH IS NOT AN AGENT OR MANAGER OF ANY USER OF THE SITE AND DOES NOT REPRESENT ANY USER OF THE SITE IN ANY CAPACITY, AND NEITHER ANY INVOLVEMENT WITH SH NOR THE USE OF THE SITE OR THE SERVICES HEREUNDER CONSTITUTES ANY ACT OF PROCUREMENT, OFFERING, PROMISING OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENT FOR ANY USER OF THE SITE OR SERVICES., 

    9. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR AFFILIATESSUBSIDIARIES, AGENTS AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE, FOR EXAMPLE, CALIFORNIA CIVIL CODE § 1542) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

  2. INDEMNITY
    You agree to defend, indemnify and hold harmless SH, its parents, subsidiaries, agents, representatives, employees, officers, directors, affiliates, licensees, sponsors, partners, suppliers and contractors (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including attorneys’ fees and legal costs) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties: (a) alleging facts or circumstances that would, if true, constitute a violation of any provision of these Terms by you or (b) arising from or related to any Material you post on the Site or our use of your User Content in the context of the Services. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by applicable law and will survive these Terms and your use of the Site.  You hereby you hereby agree that you will not bring suit in law or equity against, and hereby release from any and all liability, the Indemnified Parties and/or any other person or entity on the grounds of libel, slander, or invasion of privacy with regard to the Image or their use by SH or such other person or entity.

  3. TERMINATION; SURVIVAL

    1. Term. We may terminate, change, suspend, restrict or discontinue any aspect of the Site at any time if we believe you are in breach of these Terms or applicable law, or for any other reason in our discretion, without notice or liability. These Terms will terminate commensurate with the discontinuance or terminations of your Site use privileges. However, the Terms will nevertheless continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Site and Content, and anything connected with, relating to or arising therefrom.

    2. Modification and Termination of Site and Services. We may modify or terminate the Site or the Services, your access to the Services, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.

    3. Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all.

    4. Effect of Termination. If you terminate your account, you will remain liable under these Terms for any use of the Site and/or Services prior to termination. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate. The following provisions will survive termination: 1.3, 1.4, 2, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 6 through 8, 9.4, 10 and 11. 

  4. DISPUTES
    You and SH agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, the Materials, Agreement Templates, any breach, enforcement, or termination of these Terms, or otherwise relating to SH in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 10.

    1. Governing Law and Jurisdiction. All matters relating to the Site and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). 

    2. Arbitration. By using the Site, you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before a single neutral arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered in any court having competent jurisdiction thereof. Without limiting the generality of the foregoing, in the event that any party seeks injunctive or equitable relief with respect to any actual or threatened breach of these Terms, such party may seek relief in a court of competent jurisdiction.  In the event of a dispute between or among the parties hereto that is not subject to arbitration, the parties submit to the sole and exclusive jurisdiction and venue of the state and federal courts of the State of California, County of Los Angeles, Central District. Notwithstanding anything else in these Terms or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action (as defined below) related to a dispute covered by this arbitration provision. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of California, County of Los Angeles, Central District. For purposes of these Terms, the term “Class Action” shall mean claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective or private attorney general action.

    3. WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

    4. STATUTE OF LIMITATIONS.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.  

  5. GENERAL TERMS

    1. Force Majeure. Under no circumstances shall SH or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

    2. No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of SH to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. The provisions of these Terms are intended to extend only to the fullest extent permitted by applicable law. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

    3. Miscellaneous. These Terms (and all policies, terms and conditions referenced herein) constitute the entire agreement between you and SH and govern your use of the Site, Services and the SH Materials provided by SH, and supersede any prior agreements between you and SH on the subject matters. You also may be subject to additional terms that may apply when you use certain SH services or third-party content, links or websites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by SH without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of SH. A party’s failure or delay in exercising any right, power or privilege under these Terms will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under these Terms. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree to comply with all applicable laws in your use of the Site and Services. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s), without limitation,” or “including, without limitation,”, unless expressly stated otherwise. If you are using the Site or Services for or on behalf of the U.S. or any other government, your license rights do not exceed those granted to non-government consumers.

    4. Use Outside the United States of America. The Site is controlled and offered by SH from the United States of America. SH makes no representations that the Site is appropriate for use in other locations. Those who access or use the Site from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.

    5. Notices and Electronic Communications. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: support@scripthaven.com.