TERMS & CONDITIONS
This is a legally binding agreement which governs your relationship with the Company and may limit one or more of your substantial rights. Please read these Terms and Conditions carefully before using any Something Truly Brilliant Services.
Use of the Services, including purchasing and/or participating in a Program or accessing any materials presented by the Company, is subject to the following Terms. These Terms apply to all clients. By purchasing or participating in a Company Program, accessing Company Materials, checking the box during the checkout process, you agree to these Terms in full, including as they are amended from time to time, and acknowledge reading them.
If you do not understand or do not accept the Terms, please do not purchase this Program and do not access any of the Company’s proprietary materials, as doing so constitutes your full acceptance and understanding.
In consideration of Client retaining Company to deliver educational services, it is agreed as follows:
DEFINITIONS
“Company”, “we”, “us”, and “our” refer to Something Truly Brilliant.
“Client”, “user,” “you”, and “your” refer to clients.
“Materials” includes any content, whether conveyed by written, audio, digital, visual, or other means, containing Company or Program proprietary and/or confidential information, including merchandise.
“Program” refers to any program or online course created by Something Truly Brilliant.
“Service” or “Services” refer to the services included in the designated Program.
“Terms” and “Agreement” refers to these Terms and Conditions as they are amended from time to time.
SCOPE OF EDUCATIONAL SERVICES
- Client hereby retains Company to provide educational services by purchasing the online course “How to *Actually* Sell A TV Show, Organically”.
- Course: Company will provide Client with access to video lessons, written materials, and templates regarding the development and sale of a TV project.
- Additional services, beyond those described above, will require additional fees to be discussed and agreed upon by the parties.
CLIENT DUTIES
(a) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.
(b) Expenses: Client agrees to reimburse Company for expenses incurred by Company solely on Client’s behalf, such as travel expenses, and the like; provided, however, that any single expense or related group of expenses must first be approved by Client in writing, otherwise, Client will have no obligation to pay such expense. Company agrees to provide Client with a monthly expense invoice, and Client agrees to make payment to Company within thirty (30) days from date of delivery of said expense invoice to Client.
(c) Additional Client Duties: Client is expected to register their TV concept and supporting documentation with the WGA before discussing, pitching, or sharing it within the program. Client agrees not to steal, borrow, appropriate, or distribute the ideas, concepts, or materials of any other client in the Program, and that the Company shall be held blameless if any client of the program violates this tenet.
TERM
The term of this Agreement shall be exactly 365 days from the beginning of the Client’s access to the course materials, which shall be no earlier than May 1st, 2023.
CANCELLATIONS
Client may cancel this Agreement for any reason. Cancellation of this Agreement by Client will not entitle the Client to a refund. Company may cancel this Agreement at any time for any reason by providing written notice to Client. In the event that Company cancels this Agreement for any reason that is not related to the Client, Company will provide a prorated refund minus any approved, unpaid expenses incurred on Client’s behalf. The program shall be prorated at the Company’s discretion. The change of platform for distribution of course materials shall not constitute cancellation and will not entitle the Client to a refund.
NO GUARANTEES
Company cannot guarantee the outcome of educational services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 2(a) shall be provided to Client in accordance with the terms of this Agreement. Client acknowledges that Company cannot guarantee any results for the sale of TV pitches or development of lasting relationships as such outcomes are based on subjective factors that cannot be controlled by Company.
CONFIDENTIALITY
(a) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party’s prior written approval.
(b) Non-Disparagement: Member shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
INDEPENDENT CONTRACTORS
(a) Independent Contractor Relationship: This Agreement shall not render Company an employee, partner, agent of or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop or alter the work of Company to assure its conformity with this Agreement and Client needs. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
INTELLECTUAL PROPERTY RIGHTS
The Company and the Client do not intend to convey under this agreement, any intellectual property rights in, or associated with, any of their respective products, services or work product, including but not limited to program design, instructional content and student work product. Accordingly, except as expressly set forth herein or pursuant to the express terms of a Program Statement, the Company and the Client shall each retain ownership of its own products, services and intellectual property utilized or generated by such Party in connection with performance of this Agreement and nothing in this Agreement shall be construed to grant the other Party any right, title or license therein. Furthermore, the Client agrees not to engage in activities which infringes another client’s or third party’s intellectual property right and other legal rights and interests. Client shall bear all the losses arising therefrom while the Company will not be held responsible for the same.
Client grants Company a worldwide, nonexclusive, revocable license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for other business development and marketing purposes.
WARRANTIES
(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PREVIOUS PARAGRAPHS.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
NEUTRAL CONSTRUCTION
This Agreement was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ASSIGNMENT
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.
NOTICES
Unless otherwise indicated, all notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed as follows:
Something Truly Brilliant
422 South Lake Street Suite 303
Los Angeles, CA 90057
To Client at Client’s address provided at the time of purchase.
Any party may change its address for the purposes of this paragraph by giving the other parties written notice of the new address.
GOVERNING LAW; VENUE; MEDIATION
This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be Los Angeles County, California. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
SEVERABILITY
If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
FORCE MAJEURE
We shall not be liable for any costs or damages due to any delay or nonperformance of an obligation under this Agreement arising out of extraordinary events beyond our control, including acts of God, natural disaster, war, governmental action, outbreak or pandemic, civil unrest, gas, oil, or fuel shortage, or power failure.
Questions about these Terms and Conditions? Email us at [email protected]