Additional Terms and Conditions
These Additional Terms and Conditions ("Additional Terms") are an integral part of the Terms and Conditions available at Call Sheet Media Terms and Call Sheet Media Terms. By applying to or being accepted into the CSM Mentor Program (“Program”), you represent and warrant that you have read and fully understand these Additional Terms.
These Additional Terms are incorporated by reference into the main Terms and Conditions at the URLs above. By using CSM’s Sites and any services offered by CSM, you agree to and accept these Additional Terms.
(1) CSM SERVICES. The Company agrees to render services related to project & career training, consulting, coaching, (the “Program”). Parties agree that the Program is in the nature of entertainment career and project development. The scope of services rendered shall be solely limited to development of a commercially viable project for the purposes of packaging, marketing, or selling your project (the “Project”) in the film or TV arenas. CSM reserves the right to substitute services equal to or comparable to the Program for you if the need arises. You agree that CSM shall have exclusive rights to shop your Project as agreed to in Exhibit A.
(2) COMPENSATION. You agree to compensate CSM for any additional services above and beyond the initial interview fee. CSM shall charge a 5% (five percent) late penalty to all balances that are not paid in a timely manner by you. You understand and agree that CSM may use stock footage, B-Roll footage, and artificial intelligence in providing additional services.
(3) REFUNDS: You are fully responsible for the complete cost of all services and materials purchased, including, but not limited to, interview fees. Under no circumstances will refunds be issued. This policy applies to any cancellations of your attendance at the Program, failure to book your interview, or inability to attend the initial interview for any reason whatsoever, including illness, emergencies, or scheduling conflicts. By applying to or enrolling in the Program, you acknowledge and agree to this no-refund policy, which is an essential part of our contract with you.
Exception: A full refund of the initial interview fee will be issued if you are not accepted into the Program. Additionally, if, after successfully completing the Program and twelve months thereafter, CSM does not present you with an option or sale offer for your Project, you will also receive a full refund of the initial interview fee. For the purposes of this agreement, an "offer or sale" is defined as any formal proposal or contract presented to you by CSM or its affiliates for the optioning or sale of your Project rights. To successfully complete the Program, participants must meet the following requirements: fulfill all attendance obligations, submit required assignments, actively engage in scheduled activities, and achieve a 'Recommend' script score on the final draft. The entire course must be completed within six months of acceptance into the Program to ensure timely progress and readiness for the next steps.
(4) CHARGEBACKS AND PAYMENT SECURITY. To the extent that you provide CSM with credit card(s) information for payment on your account, CSM is authorized to charge your credit card(s) for any amounts unpaid. If you utilize a multiple-payment plan to make payments to CSM, CSM is authorized to make all charges at the time they are due without requiring separate authorization. You agree not to make any chargebacks to CSM’s account or cancel the credit card provided as security without CSM’s prior written consent. You are responsible for any fees associated with recouping payment on chargebacks, any collection fees, and a $100 penalty for each chargeback. Additionally, you shall not change any credit card information provided to CSM without notifying CSM in advance. You agree to pay a $25.00 service fee for each failed attempt by CSM to debit your credit card as scheduled.
By making payments to CSM, you acknowledge and accept these terms regarding chargebacks and payment security.
(5) NO RESALE OF SERVICES PERMITTED. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program. This Program is not transferable or assignable without CSM’s prior written consent.
(6) NO TRANSFER OF INTELLECTUAL PROPERTY. CSM’s copyrighted and original materials shall be provided for your individual use only and a single-user license. You shall not be authorized to use any of CSM’s intellectual property for Your business purposes. You shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from CSM electronically or otherwise without the prior written consent of CSM. All intellectual property, including CSM’s copyrighted Program materials, shall remain the sole property of CSM. No license to sell or distribute CSM’s materials is granted or implied. Notwithstanding, and provided that you are in good standing and are not in breach or alleged breach of any material provision of this Agreement, all “notes”, “ideas” or “basic story structures” (“Work Product”) that are generated during this Program for the purposes of developing the Project, whether created by CSM for you or that you create as part of this Program, relating to the Project, shall be or remain your sole property and nothing herein shall be deemed to transfer or otherwise assign any rights thereto, including in and to the copyright, to CSM. CSM shall not be authorized to use, share, copy, distribute or otherwise exploit the Work Product or any of your intellectual property other than as specifically granted in writing by you.
(7) SUBMISSION RELEASE. To the extent you submit your own Property for review and incorporation into the Program, you acknowledge that you the author of the Property and is the present and sole owner of all rights, titles, copyrights and interests in and to the Property. You further acknowledge that you have the exclusive, unconditional right and authority to submit and/or convey the Property to CSM upon the terms and conditions set forth herein. You further acknowledge that because of its position in the entertainment industry, CSM and its affiliates are exposed to numerous ideas, formats, stories, suggestions, concepts and the like. You understand that many stories, ideas and concepts are similar and that different stories, ideas and concepts frequently relate to one or more common underlying themes and may closely resemble other works. You understand and agree that you will not be entitled to any compensation or other consideration because of the use of such similar, or identical material, stories, ideas, and/or concepts that may have come to CSM or its affiliates. You hereby release CSM and its affiliates for all claims, liabilities and demands that may be made by you asserting that CSM has used or appropriated the Property, or any portion thereof.
(8) LIMITATION OF LIABILITY. By using CSM’s services and enrolling in the Program, you release CSM, its officers, employers, directors, and related entities from all damages that may result from your use of the Program hereunder unless CSM is grossly negligent or engages in willful misconduct or fraud. You accept all risks, foreseeable or non-foreseeable, arising from such transactions. You agree that CSM will not be held liable for any damages of any kind resulting or arising from (including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages) the use or misuse by you of CSM’s services or Program.
(9) DISCLAIMER OF GUARANTEE. You accept and agree that you are 100% responsible for your progress and results from the Program. You accept and agree that you are the one vital element to the Program’s success and that CSM cannot control you. CSM makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. CSM and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. CSM makes no guarantee or warranty that the Program will meet your requirements or that all clients will achieve the same results.
(10) PROGRAM RULES.
Respect: By participating in the CSM Mentor Program, you agree to interact with CSM staff, other CSM clients, CSM third parties, Program participants, and anyone else associated with the Program in a professional, courteous, and respectful manner. You also agree to abide by all Program rules and regulations as presented by CSM.
Attendance: Failure to book or attend your initial Program interview may result in the forfeiture of all monies paid for the interview fee, at our discretion. If the interview fee has been financed, we may demand immediate payment of the full amount, including interest, fees, and other charges.
Failure to attend any other scheduled session with a member of CSM, whether conducted by telephone, video conference, or other methods, may result in termination from the Program at our discretion.
Third-Party Coursework: CSM partners with third-party providers, including Michigan State University’s Coursera course "Write A Feature Length Screenplay For Film Or Television," taught by instructor David Wheeler, as part of its Program. Enrollees in the CSM Mentor Program are required to successfully complete any coursework assigned by these third parties. Failure to do so may lead to termination from the Program at our discretion.
Originality Certification: By accepting entry into the CSM Mentor Program, you certify that all work submitted, including the initial application, is solely your own. This certification extends to all stages of participation in the Program. You affirm that no third parties or artificial intelligence have been or will be utilized in the creation or submission of any work. Any violation of this certification will result in immediate termination from the Program.
Program Termination: Failure to abide by Program rules will be grounds for termination. In the event of termination, this Agreement will also terminate. You will not be entitled to any refund of amounts paid and will remain responsible for all outstanding balances.
(11) NON-SOLICITATION OF EMPLOYEES. During your Program, and for a period of two years following the termination of your Program, for whatever reason, you shall not directly or indirectly, for himself or on behalf of, or in conjunction with any other persons, encourage or engage employees or contractors of CSM to terminate their employment with CSM, or solicit employees or contractors for the purpose of hiring them.
(12) TERMINATION. In the event that you are in arrears of payment or otherwise in default of this Agreement, all payments due hereunder shall be immediately due and payable. CSM shall be allowed to immediately collect all sums from you and terminate providing further services to you. In the event that you are in arrears of payments to CSM, you shall be barred from using any of CSM’s services.
(13) CONFIDENTIAL INFORMATION. The term “Confidential Information” shall mean information which is not generally known to the public relating to your business or personal affairs. CSM agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with you, during discussion with you, Program sessions with CSM, or otherwise, without your written consent. CSM shall keep the Confidential Information of you in strictest confidence and shall use its best efforts to safeguard the your Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
(14) NON-DISPARAGEMENT.
Non-Disparangement: Each party agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that may disparage, defame, or otherwise harm the reputation of the other party or its affiliates, directors, officers, employees, agents, or representatives.
Public Statements: Both parties agree that any public statements, including reviews, press releases, or announcements, must be mutually agreed upon in writing prior to release. Neither party shall make or authorize any public statement concerning the other party without prior written consent.
Modifications to Public Statements: Any modifications to already public posts, statements, or announcements, which have been approved by Call Sheet Media, must also receive prior written approval before any changes are made. Any modifications made without such approval shall be considered a breach of this non-disparagement clause.
Exceptions: This clause does not prohibit either party from making truthful statements as required by law or in response to a subpoena or other legal process. Additionally, this clause does not apply to any internal communications within each party’s organization.
Remedies: Any breach of this non-disparagement clause may result in legal action, including but not limited to claims for damages, injunctive relief, and liquidated damages.
Liquidated Damages: In the event of a breach of this non-disparagement clause, the breaching party shall pay to the non-breaching party liquidated damages in the amount of Five Thousand Dollars ($5,000.00) per breach. The parties agree that this amount represents a reasonable estimate of the damages likely to be suffered and is not a penalty.
Duration: The obligations under this non-disparagement clause shall survive the termination of this agreement and remain in effect indefinitely.
Collections: The parties also agree that liquidated damages may be presented directly to a collections agency for collection after written notice of the breach has been provided to the breaching party by email or other means, and a period of ten (10) days has passed without the breach being cured. Furthermore, you authorize Call Sheet Media to immediately charge any credit method you have on file for each breach, in addition to any other collection efforts that may be pursued.
(15) INDEMNIFICATION. You shall defend, indemnify, and hold harmless CSM, CSM’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expenses whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from (i) CSM’s services, excluding, however, any such expenses and liabilities which may result from CSM’s breach of this Agreement or from gross negligence or willful misconduct by CSM or by any of its shareholders, trustees, affiliates or successors and (II) your breach of its representations and warranties herein. Except with respect to the exclusions in Paragraph (i) above, you shall defend CSM in any legal actions, regulatory actions, or the like arising from or related to this Agreement. CSM recognizes and agrees that all of CSM’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of CSM.
(16) CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Contract and any marketing materials used by CSM, CSM’s representatives, or employees, the provisions in this Agreement shall be controlling.
(17) CHOICE OF LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of California, Los Angeles County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.
(18) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.
(19) SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.
(20) PARTIAL INVALIDITY. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Exhibit A
Project Rights: You hereby represent and warrant that no other entity has the rights to the "Project," and this Agreement does not conflict with any other obligation you may have. You have the full right, power, and authority to enter into this Agreement and grant the rights granted herein. You are the sole owner of the Property and have not assigned or licensed any rights to any other party or entity. During the Term, you shall not negotiate with or assign or license any rights in the Property to any person or entity in any manner that encumbers the rights granted to CSM hereunder. The Property does not violate any copyright, common law rights, or literary or other rights of any person, firm, or corporation, and to the best of your knowledge, it does not constitute defamation of any person, firm, or corporation whatsoever. To the best of your knowledge, there is no outstanding claim or litigation pending against the ownership of, or the rights in and to, the Property, or anything contained therein.
Grant of Rights: In order to arrange for or facilitate the possible development, production, and/or distribution of the Project as a movie, TV show, or any other product, you hereby grant to CSM the sole and exclusive right during the Term, as set forth in Paragraph 2 below, to shop the Property to third-party studios, networks, other production companies, distributors, sales agents, financiers, internet companies, gaming companies, screenwriters, directors, and/or talent (individually a “Third Party” or collectively “Third Parties”) and to represent all rights in and to the Property for development, production, and/or exploitation in all media now known or hereafter devised, including film, scripted or unscripted television, web series, podcasts, live theatre, video games, and all allied rights (e.g., soundtrack, merchandising, print publication).
Term: The “Term” of this Agreement shall be twenty-four (24) months from your acceptance into the Program, provided that in the event that CSM is in active negotiations for a written agreement or memorandum with any such Third Party at the end of the Term, the Term shall be automatically extended for the duration of such negotiations.
Exclusive Rights: CSM shall have the exclusive right to negotiate, enter into, or arrange for the development, option, and/or purchase of the Property (“Rights Agreement”), provided that any deal shall be subject to your approval, which shall not be unreasonably withheld. During the Term, or any extension thereof, CSM shall be deemed unconditionally attached as the “producer” of the Project. CSM shall negotiate with Third Parties in good faith the terms and conditions of CSM’s services and the services of any individuals associated with CSM (“Producer Agreement”), including, without limitation, compensation and production and producer credits. The parties agree that the failure to conclude a Rights Agreement and/or a Producer Agreement shall not constitute a breach of this Agreement, provided that you shall act in good faith and shall not do anything to hinder or frustrate the intention of this provision. Notwithstanding, it is understood and agreed that CSM entering into the Producer Agreement shall be a condition of any Rights Agreement with any Third Party.
Termination: If neither a Producer Agreement nor Client Agreement is obtained by the end of the Term or any extension thereof, this Agreement shall automatically terminate, and subject to Paragraph 2 above, CSM shall have no right to make further submissions or otherwise deal with the Property; provided that you shall not be deemed to have acquired any right, title, or interest in or to any of the development materials prepared by CSM or at CSM’s direction, and CSM shall own in perpetuity all such material. Notwithstanding, the Term shall automatically extend for additional one (1) year periods unless you specifically elect otherwise, in writing, prior to the expiration of the Term or any Term Extension, as each may be extended pursuant to this paragraph.
Non-Solicitation: During the Term or any extension thereof, you shall not have the right to solicit, negotiate, or enter into an agreement with any Third Parties regarding the Property without prior written approval of CSM. In the event that you receive any inquiries or solicitations from any Third Parties with respect to the Property, you shall immediately notify CSM in writing, and you shall not have the right to commence negotiations or enter into any deal with a Third Party, or cause anyone else to do so, with respect to the Property during such Term or any extension thereof.
Post-Term Restrictions: In the event that the Term or any extension thereof shall expire, during the period of six (6) months from the expiration of the Term or extension, you shall not have the right to enter into any agreement for the Project with a Third Party contacted by CSM during the Term or extension without CSM’s attachment to the Project as “producer”.
Consultation Availability: You shall be reasonably available to consult with CSM or its designee during any development or pre-production stage at no charge.
Indemnification: You shall at all times indemnify, defend, and hold harmless CSM, its directors, employees, agents, successors, licensees, and assigns from and against any third-party claims arising out of or in connection with any breach by you of any warranties, representations, or agreements made by you herein with respect to the subject matter hereof.
Assignment: CSM may assign its rights hereunder this Exhibit A to any person, firm, or entity which assumes all of its obligations to you hereunder and all of the terms and conditions in writing.
Independent Contractor: Nothing herein shall constitute a partnership or joint venture by the parties hereto or constitute any party as the agent of the other.