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Parties: “Gawker” shall include Gawker Media LLC (“Gawker”) and its parents,

subsidiaries, affiliated entities, directors, officers, employees, agents, contractors, and
insurers (including, but not limited to the website (individually,
“Jalopnik”). “Participant” shall mean the individual, or corporate entity that is submitting a
film (“Film”) to Gawker for consideration for possible inclusion in the Jalopnik Film Festival
(the “JFF”), currently anticipated to occur in September 2015 in Los Angeles, California (with
such details subject to change at Gawker’s sole discretion).

The Festival: The JFF will gather films (each “a Film” and collectively, the “Films”) from

amateur and possibly also professional filmmakers from around the world. Only films
featuring a car in a meaningful way will be considered for the JFF. The films will be
evaluated by a panel of judges, including judges from,, members
of the film community and possibly also members of the automobile enthusiast or racing

Submissions: Participant shall submit their entry (the “Submitted Film,” and collectively,

the “Submitted Films”) to the JFF in accordance with the methods and requirements set forth
in this Agreement, via this online submission form which shall include an html link to a Vimeo
or YouTube video or video hosted on entrant’s own website, or alternatively (a) emailed to
Gawker at (with the subject line to read, “Jalopnik Film Festival”) along
with a signed copy of this Agreement, or (b), mailed to the Gawker offices at Jalopnik Film
Festival, c/o Jalopnik, Gawker Media LLC, 210 Elizabeth Street, 3rd Floor, New York, New
York, 10012, along with a signed copy of this Agreement. Submitted Films should: (a) have
a running time of between thirty (30) seconds and ten (10) minutes; (b) be in one of the
following formats: a link to a Vimeo or YouTube video or entrant’s own website (as described
above), or in electronic format and submitted via email (as described above). Submissions
submitted via option (a) or (b) above that are missing the signed copy of this Agreement shall
be considered incomplete and invalid, and will not be reviewed or considered. Submissions
received via mail will not be returned to the Participant. The films must be marked for
submission into one of the following categories (“Submission Categories”):




Foreign Language (subtitled in English)

The Submission Categories shall be for the purpose of organizing the submission Films
only. After reviewing all submissions, the judges shall create review categories (“Review
Categories”), organize all Films into the Review Categories, and select multiple Films from
each Review Category to be screened at the JFF and shown via Gawker’s websites.
Gawker’s standard contest rules ( also
Submitted Films should not contain any material that: (a) involves children (anyone under the
age of eighteen (18)) in a sexually suggestive, violent or pornographic manner); (b) is illegal
or promotes illegal activities; (c) contains or promotes information that Participant knows or
has reason to know is false or misleading; (d) defamatory or libelous, (e) invade the privacy
of or creates a security risk to any person; or (f) violates or infringes upon the common law
rights, or the copyright, or the literary, dramatic, music, or motion picture rights, or the
trademark or trade name, of any person, and/or violates the private, civil or property rights, or
the right of privacy, of any person or entity. Employees of Gawker and /or any sponsors of
the 2015 JFF are not eligible to participate in the submission of Films for the JFF.


Selection for JFF: If Participant’s Submitted Film is chosen for inclusion in the JFF,

Participant will be notified by email or telephone and will receive two (2) invitations to the
JFF. If Participant’s Submitted Film is selected to be featured in the JFF, Participant must
make available to Gawker, a 16:9 aspect ratio, 1920 x 1080 resolution version of the
Submitted Film via downloadable link or hard drive. Once Participant’s Submitted Film has
been selected, it cannot be withdrawn from the JFF for any reason.

Grant of Rights to Gawker: Participant hereby grants to Gawker the irrevocable and

freely sublicensable rights to exhibit Participant’s Submitted Film at the JFF, without any
obligation or accountability to Participant whatsoever, and, at Participant’s discretion, the
royalty-free right to display Participant’s Submitted Film via an embedded link on and/or Gawker’s other websites, including, without limitation, for advertising
and publicity purposes, as well as the same usage by any JFF sponsors.


Representations and Warranties: Participant represents and warrants that: (a)

Participant is at least eighteen (18) years old; (b) that the submission is an original work,
created solely by Participant (or if the Submission is a group effort, Participant represents
and warrants that they are the holder of the copyright to the Submission); (c) Participant has
the rights necessary to exhibit the Submitted Film at the JFF and on the or
other Gawker websites; (d) the Submitted Film does not and will not, infringe upon the
common law rights, or the copyright, or the literary, dramatic, music, or motion picture rights,
or the trademark or trade name, of any person, and does not and will not violate the private,
civil or property rights, or the right of privacy, of any person or entity; and (e) under no
circumstances will any fees, residuals, compensation or any other payment of any kind
whatsoever ever be payable by Gawker as a result of its transmission or use (or its
authorizing the transmission or use) of the Submitted Film hereunder, including, without
limitation, payment to any producer, director, actor, writer, or any other person who
performed services in or in connection with the Submitted Film.

Name and Likeness: Participant grants to Gawker the right to take motion and still

pictures of Participant and to record Participant’s voice in connection with Participant’s
participation in the JFF, and to obtain other information about Participant, including, but not
limited to, Participant’s name (collectively, “The Name/Likeness Materials”), and to use the
Name/Likeness Materials in any media now known and/or hereafter devised, worldwide, in
connection with publicizing, promoting, exhibiting, or otherwise exploiting the JFF.

Indemnification: (a) At all times, Participant shall indemnify and hold harmless Gawker,

its parents, subsidiaries and affiliated entities, directors, officers, employees, agents,
contractors, and insurers, as well as the sponsors of the JFF, and their respective advertising
agencies, from and against any and all claims, damages, liabilities, costs and expenses,
including reasonable counsel fees, arising out of or based upon (i) the transmission or use of
the Submitted Film in accordance with the terms of this Agreement; and/or (ii) any breach by
Participant of any representation, warranty, or agreement made by Participant herein.

Release: In consideration for being permitted to participate in the JFF, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged), Participant hereby forever waive, release, covenant not to sue, and
discharge, to the maximum extent permitted by law, Gawker from any and all claims, that
Participant may have arising out of participation in the JFF, including, but not limited to those
resulting in from transmission of Participant’s Submitted Film at the JFF, and also the display
and/or use of Participant’s Submitted Film on or other Gawker websites.


Governing Law and Arbitration: This Agreement shall be construed, interpreted and

enforced in accordance with and shall be governed by the laws of the State of New York
applicable to agreements entered into and wholly to be performed therein, with both parties
hereby submitting to the exclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting in New York City. Any
controversy between the parties regarding any of the terms, provisions or conditions of this
Agreement or otherwise arising out of or relating to this Agreement, shall be settled by
arbitration in accordance with the current commercial arbitration rules of the American
Arbitration Association, and judgment on the award rendered by the arbitrator(s), including
legal fees and costs of the prevailing party, may be rendered by any court having jurisdiction
thereof. The location of the arbitration shall be in New York, New York.

SIGNED AND AGREED TO as of the date indicated below.