Terms and Conditions

March 31, 2007

REELot is an online community where members can communicate with other users, create profiles and view other members' content. The service is operated by BAT Entertainment Inc. ("BAT").

By using the REELot Website (the "Website") these Terms & Conditions will be binding upon YOU as an agreement (the "Agreement"), whether or not YOU register as a Writer ("Member"). If YOU wish to become a Member, communicate with other Members and Industry Professionals (also referred to as "Industry Rep") (both groups hereinafter referred to collectively as "Subscribers") and make use of the REELot services (the "Service"), please read this Agreement and indicate YOUR acceptance by following the instructions in the Registration process.

This Agreement sets out the legally binding terms for YOUR use of the Website and YOUR Membership in the Service. BAT and REELot may be used interchangeably within this Agreement. Any changes we make will be effective immediately on notice, which we may give by posting the revised Agreement on the Site. YOU agree to be bound to any changes to this Agreement when YOU use the Service after any such modification is posted. This Agreement includes REELot's policy for acceptable use and content posted on the Website, YOUR rights, obligations and restrictions regarding YOUR use of the Website and the Service and REELot's Privacy Policy. YOU may also receive a copy of this Agreement by emailing us at: inquiries@reelot.com, with the following subject header: Request for Terms & Conditions Agreement.

Non-Commercial Use by Members. The Website is for the personal use of Members and Industry Professionals only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the management of REELot. Illegal and/or unauthorized use of the Website, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from member profiles without notice and may result in termination of membership privileges. REELot will take appropriate legal action for any illegal or unauthorized use of the Website.

Proprietary Rights in Content on REELot. BAT owns and retains all proprietary rights in the Website and the Service. The Website contains copyrighted material, trademarks, and other proprietary information of BAT and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

BAT does not attest to or guarantee the validity of any Subscriber, or any subsequent agreements between YOU and any Subscriber.

Content Posted on the Site.

Upon REELot's acceptance, YOUR Content will be made available on REELot's website to REELot's Subscribers and the general public, both of whom may include writers, agents, managers, producers and other industry professionals; it is understood and agreed that these Subscribers and other users are third party beneficiaries of this Agreement. In certain circumstances, YOU will have the ability to determine whom, if anyone shall be granted access to YOUR information or materials. You are solely responsible for the Content that you publish or display (hereinafter, "post") on the Service or any material or information that you transmit to other Subscribers. Membership is solely for your personal use, and you shall not authorize others to use your account. You understand and agree that YOU shall be limited to one (1) registration per group (i.e., "Writer" or "Industry Rep") on REELot. Unless otherwise specifically permitted through written authorization, multiple registrations, whether using an alias or other name or version of your name or different e-mail addresses are contrary to this agreement and shall subject YOUR account to being immediately suspended. You understand and agree that REELot may review and delete any content, messages, text, files, images, photos, videos, sounds, profiles, works of authorship, or any other materials (collectively, "Content") that in the sole judgment of REELot violate this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any Subscriber or to restrict, suspend, or terminate your access to all or any part of the Website and/or Services at any time, for any or no reason, with or without prior notice, and without liability. You acknowledge and agree that we have the right to disclose any information (including your personally identifiable information) to any third party in order to operate the Site properly; to protect BAT Entertainment Inc., the Website, the Services, our sponsors, partners, affiliates, and our Subscribers and visitors; and to comply with any legal obligations, regulations, or governmental requests. By posting any Content to the public areas of the Website, you hereby grant to BAT the non-exclusive, fully paid, worldwide license to use, publicly perform, publicly display, modify, and translate such Content on the Website. This license will terminate at the time you remove such Content from the Website. You shall not post, send or otherwise make us aware of any creative materials of any kind, unless you agree to our use thereof as described hereinabove. If you send us any unsolicited submissions despite your foregoing obligation not to do so, we take no responsibility and will have no liability with respect to the use by BAT, its licensees, successors, assigns, related or affiliated entities, advertisers, sponsors, providers, contractors, consultants or professional advisors or the parent, subsidiary or affiliated companies of each of them and any of its or their employees, officers, directors, members, shareholders, representatives or agents (the "BAT parties") or any third party of such unsolicited submissions or any portion thereof. The BAT parties shall not be liable for any use or disclosure of any unsolicited submissions. By sending us unsolicited submissions you release, waive any claims with regard to, and hold harmless the BAT Parties from and against any and all claims of any kind that are or could be asserted with respect to any use, license, sublicense, assignment, reproduction, distribution, creation of derivative works of, public performances, public display, digital performances, sales, offers, and other uses of any kind of such unsolicited submissions in any media now known or hereafter developed, for any purpose whatsoever. BAT expressly reserves the right to remove any submissions or postings on the Site at any time for any reason.

YOU represent and warrant that YOU are the author of the Content, and if not the author, YOU have all necessary legal and equitable rights to the Content.

YOU have retained at least one copy of the Content, as BAT will not be responsible for any loss or destruction of the materials submitted to it. YOU understand that it is YOUR sole responsibility to protect the Content. In order to place anything on our website it should be registered. It should be filed or registered with the Writers Guild of America (www.wga.org or www.wgaeast.org), Copyright Office (www.copyright.gov), and/or other script protection organizations that are available around the world. BAT may, at its sole discretion, change the format and display of the Content on its website, and may discontinue the availability of the Work on its website at any time for any reason.

Membership in the Service is void where prohibited. By using the Website and the Service, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. YOU attest that YOU are at least eighteen (18) years of age and that your use of REELot shall not violate any applicable law or regulation.

YOU represent and warrant to BAT and its Subscribers that YOU have submitted the Work voluntarily and not in confidence and that the Content to be submitted hereunder is original and that the Content will not contain defamatory or unlawful matter and will in no way infringe upon the copyright or violate the proprietary rights of any person whomsoever. YOU agree to indemnify and hold BAT and its Subscribers harmless from any suit, demand, or claim made against REELot, BAT and/or its Subscribers by reason of any defamatory right, and YOU further agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorneys' fees incurred by BAT and/or its Subscribers in defending against such suit, demand, or claim.

YOU understand and agree that no confidential relationship between YOU and the author of the Content, if not the Member, and BAT and/or its Subscribers is being created by this Agreement or by YOUR submission of the Content. No obligation of any kind is assumed or may be implied against BAT and/or its Subscribers, either as a result of this Agreement, or YOUR submission of the Content. It is understood that BAT and its Subscribers have access to and/or may create or have created literary materials and ideas which may be similar to the Content in theme, idea, plot, format or other respects. YOU will not be entitled to any compensation or consideration because of the use of any such similar material that may have been independently created by BAT or a Subscriber or may have come to BAT or any Subscriber from any independent source.

By using the Service and by becoming a Member, YOU acknowledge that BAT reserves the right to charge for the Service, may place limitations on the use of the Service and has the right to terminate YOUR Membership should YOU breach this Agreement or fail to pay for the Service, as required by this Agreement.

All the terms and conditions of BAT's Privacy Policy are hereby incorporated into this Agreement as if recited herein in full.

RULES OF CONDUCT YOU agree that you shall not: Restrict or inhibit any other visitor or member from using the Site or the Services; Post or communicate any of visitor or member's real world information (name, address, account name, etc.) through the Site or the Services; Transmit any content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, hateful, fraudulent or otherwise objectionable content, or infringes on our or any third party's intellectual property or other rights; Transmit any information, software, or other material that contains a virus, worm, time bomb or other harmful or disruptive component; Post or transmit chain letters or pyramid marketing schemes; Post or transmit unsolicited advertising, promotional materials, or other forms of solicitation; Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, the Services, or the software underlying either of them, or modify any materials downloaded from the Site; Modify, copy, or tamper with any film or screenplay or any other content that you may access through the Site, or use any content that you might access through the Site or the Services for any reason other than reading, viewing, listening to or reviewing such screenplay or content; Collect, harvest or disclose information about other Site visitors or members without their consent; Do any act which interferes with or slows the operation of the Site or the Services; Use any application or other device or process to retrieve, index or reproduce or circumvent the navigational structure or presentation of the Site, the Services or their contents; or Use the Site or Services for any unlawful purpose.

DISCLAIMER

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES ARE AT YOUR SOLE RISK. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BAT PROVIDES NO ASSISTANCE INCLUDING, WITHOUT LIMITATION, ANY TECHNICAL OR CUSTOMER SUPPORT.

BAT MAKES NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR SYSTEM'S REQUIREMENTS, OR THAT THE SITE OR THE SERVICES (OR THE SERVERS THAT MAKE THEM AVAILABLE) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR FREE OF HARMFUL COMPONENTS; NOR DOES BAT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THE SERVICES OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED.

BAT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BAT DISCLAIMS ANY WARRANTY THAT ANY FILM, SCREENPLAY, VIDEO, POSTING, OR OTHER CONTENT ON THE SITE OR IN THE SERVICES IS APPROPRIATE FOR ANY PARTICULAR AUDIENCE OR READER, OR THAT SUCH MATERIAL IS FREE OF OFFENSIVE, INDECENT, OBSCENE, DEFAMATORY OR OTHER POTENTIALLY INAPPROPRIATE ELEMENTS. YOU ACKNOWLEDGE THAT WE DO NOT AND CANNOT REVIEW AND MONITOR CONTENT ON THE SITE OR IN THE SERVICES, AND YOU HEREBY AGREE THAT WE SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR COSTS THAT MAY ARISE FROM OUR PUBLICATION OR YOUR VIEWING OR READING OF, EXPOSURE TO, OR ACCESS TO ANY FILM, VIDEO, POSTING, SCREENPLAY OR OTHER CONTENT ON THE SITE OR THE SERVICES.

THE SITE AND SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES. THOSE THIRD-PARTY SITES ARE NOT UNDER THE CONTROL OF BAT AND BAT IS NOT RESPONSIBLE FOR THE CONTENT ON ANY LINKED SITE. IF YOU ACCESS A THIRD-PARTY SITE FROM OUR SITE, THEN YOU DO SO AT YOUR OWN RISK. THE INCLUSION OF THE LINK DOES NOT IMPLY THAT WE ENDORSE OR ACCEPT ANY RESPONSIBILITY FOR THE CONTENT ON THOSE THIRD-PARTY SITES.

BAT MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR BY WAY OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BAT OR THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL BAT, ITS LICENSEES, SUCCESSORS, ASSIGNS, RELATED OR AFFILIATED ENTITIES, ADVERTISERS, SPONSORS, PROVIDERS, CONTRACTORS, CONSULTANTS OR PROFESSIONAL ADVISORS OR THE PARENT, SUBSIDIARY OR AFFILIATED COMPANIES OF EACH OF THEM AND ANY OF ITS OR THEIR EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, REPRESENTATIVES OR AGENTS (THE "BAT PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS OR REVENUES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE BAT PARTIES' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT REQUIRED BY LAW.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU HEREBY RELEASE BAT AND BAT PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND LIABILITIES THAT MAY ARISE IN RELATION TO THE CONTENT, OR BY REASON OF ANY CLAIM NOW OR HEREAFTER MADE BY YOU THAT BAT OR ANY SUBSCRIBER HAS USED OR APPROPRIATED THE CONTENT. IN NO EVENT SHALL BAT OR ITS SUBSCRIBERS BE RESPONSIBLE OR LIABLE TO YOU FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR REVENUES OF YOU, EVEN IF BAT OR ITS SUBSCRIBERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE BAT PARTIES' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT REQUIRED BY LAW.

INDEMNIFICATION You shall be fully responsible for any violation of this Agreement or of any other agreement between you and BAT (including, but not limited to, the Privacy Policy, and any other agreement). You agree to defend, indemnify, and hold harmless the BAT Parties from all liabilities, claims, and expenses, including attorneys' fees that arise from your use or misuse of the Site or the Services. BAT reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with BAT in asserting any available defenses.

15. INTERNATIONAL USE

Unless otherwise specified, the materials on the Site and in the Services are presented solely for the purpose of promoting the entertainment, information, and community resources and services available in, and other uses in, the United States of America. We control and operate the Site and the Services from within the United States. We make no representation that materials on the Site or the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws.

16. SEVERABILITY AND INTEGRATION

This Agreement, together with any agreement referred to herein (including the Privacy Policy) and any other agreement between YOU and BAT, constitutes the entire agreement between YOU and BAT with respect to the Site and the Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between YOU and BAT with respect to the Site and the Services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

17. MISCELLANEOUS

This Agreement is not assignable or otherwise transferable by you, and any such transfer, assignment or sublicense shall be null and void. No agency, partnership, joint venture or employment relationship between you and BAT is intended or created by this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Any notifications or other communications that we undertake to send to you hereunder will be deemed conclusively given if sent to the email address submitted as part of your registration with BAT. If such email address does not function, BAT will have no obligation to send you notifications or other communications by other means, notwithstanding that other contact information for you may be available to us. Your electronic consent to this Agreement (or to any other agreement between you and BAT), whether by clicking "I AGREE" or similar buttons provided in conjunction with any such agreement, your submission of any agreement with your initials and/or name entered into a box provided for that purpose together with the agreement, and/or your registration to use the Site or the Services governed by this Agreement, shall constitute your electronic signature and, according to the provisions of federal law (including, without limitation, copyright law), shall be of the same effect as if you had signed such agreement manually. Your access and use of the Site or the Services also constitutes your acceptance of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement. A printed version of this Agreement and/or of any notice given in electronic form shall be admissible in judicial, administrative, or arbitration proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

General Provisions: Entire Agreement: This Agreement contains the entire agreement of the parties hereto and supersedes any prior written or oral agreement between them respecting the subject matter contained herein. There are no other representations, agreements, arrangements, or other understandings, oral or written, between the parties hereto respecting the subject matter contained herein which are not fully expressed herein. Waiver. Waiver of any default or breach of this Agreement or any warranty, representation, covenant, or obligation contained herein shall not be construed as a waiver of any subsequent breach. Titles and Headings. Titles and headings to paragraphs in this Agreement are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions of it. Heirs. Except as otherwise provided herein, this Agreement is binding upon and inures to the benefit of all parties, their heirs, executors, administrators, assigns, successors in interest or other legal representatives. Notices. All notices and payments under this Agreement are to be in writing and delivered to BAT at its postal address and to YOU at YOUR postal address or such other address as either party may subsequently specify in writing to the other parties. Arbitration. Any controversy, dispute or claim arising out of the interpretation, performance or breach of this Agreement shall be resolved by binding arbitration, at the request of either party, in accordance with the Guidelines of the American Arbitration Association, in the City of New York, New York provided that said arbitration shall be heard before a single arbitrator, selected pursuant to such rules and regulations, and shall be conducted on an expedited basis and in confidence. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under United States federal law or the laws of the State of New York or any other state or country to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions of this Agreement, all such disputes. The arbitrators shall apply New York substantive law and the New York Evidence Code to the proceeding. The arbitrators shall have the power to grant all legal and equitable remedies and award compensatory damages provided by New York law, including the power to award punitive damages. The arbitrators shall prepare in writing and provide to the parties an award including factual findings and the reasons on which the decision is based. The arbitrators shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected pursuant to New York Code of Civil Procedure for any such error. Attorneys' Fees. If an action is brought for the purpose of enforcing, defending, or preventing a breach of this Agreement, the successful or prevailing party in any such proceeding shall be entitled, in addition to such other relief as may be granted, to recover reasonable attorneys' fees and costs of suit incurred in such proceeding.

State Law. This Agreement shall be construed and enforceable according to the laws of the State of New York for all purposes. Any action concerning this Agreement shall be brought in New York, New York and the parties consent to service of process in New York.