Scripped Terms of Use

Effective as of March 7, 2011

Please read these website Terms (“Terms”) carefully before using the services available on the domain scripped.com and other related websites, including the domain Zhura.com (collectively, the “Scripped Site” or “Site”). Using this Site indicates that you accept these Terms. If you do not accept these Terms, do not use this Site.

This Site is owned and operated by Scripted, Inc., a Delaware corporation (“Scripped”, “Scripped.com”, “we” or “us”). Scripped reserves the right to revise or remove any part of the Terms in its sole discretion at any time and without prior notice to you by updating this posting. Visitors to, and members of, the Site (collectively, “User” or “You”) should visit this page periodically for changes. This Site is continually under development and changes in this Site may be made at any time. Any changes are effective upon posting to this Site. These Terms incorporate the Scripped Privacy Policy posted on the Site.

If you disagree with the Terms, your sole remedy is to discontinue your use of this Site. Your continued use after a change has been posted constitutes your acceptance of those changes.

About Scripped

Scripped provides comprehensive tools for scriptwriting as well as a community for creators of scripts, sketches, original audio-visual, and other content. We also encourage collaboration.

Definitions

“Collaborator” means any Member of Scripped who modifies a Project in a Private Group Area, Public Group Area or Public Area on the Site.

“Community” means an area on Scripped where Members may place and maintain profiles and resume information.

“Content” means, collectively, any contributions of creative work, whether in the form of text, audio-visual works, images or otherwise.

“Private Group Area” means an area on the Site where Content can be stored and accessed only by the creator of the Private Group or invitees to the Private Group.

“Private Group Area Content” means Content placed only in a designated Private Group Area, for which special rules and conditions apply under these Terms and as determined by Scripped from time to time.

“Member” means (i) any registered user of Zhura prior to the merger with Scripped; and (ii) any registered member of Scripped.

“Originator” means the Member of Scripped who provides the original written work for any given project on the Site.

“Personal Area” means an area on the Site where content may be stored for review and editing. This area is intended to serve as a Member's private workspace and is not accessible by other Members.

“Personal Area Content” means Content specifically designated by a Member to be placed in the Personal Area, for which specific rules and conditions apply under these Terms and as determined by Scripped from time to time.

“Public Area” means an area on the Site where Content is available for public viewing, and is subject to a particular Creative Commons License as designated by the Originator.

“Public Area Content” means Content specifically designated by a Member to be placed in the Public Area, for which specific rules with conditions apply under these Terms and as determined by Scripped from time to time.

“Public Group Area” means an area on the Site where Content can be stored and accessed only by Members who have joined the applicable Public Group Area.

“Public Group Area Content” means Content specifically designated to be placed in a Public Group Area, for which specific rules with conditions apply under these User Terms and as determined by Scripped from time to time.

“Public Content” refers collectively to Public Group Area Content and Public Area Content.

“Services” means access to and/or participation in the projects and related services offered on the Site.

“Trial Period” shall mean a period of time in which certain services may be provided to members on a free, temporary basis.

“Users” means collectively Members and Visitors.

“Visitor” means anyone who accesses the Site without logging in as a Member.

Eligibility

Scripped is intended solely for Users who are thirteen (13) years of age or older, and any registration by, use of, or access to the Site by anyone under the age of 13 is unauthorized, unlicensed, and in violation of these Terms. By using the Site, You represent and warrant that You are 13 or older, and further, that You agree to abide by all of the terms and conditions of this Agreement. If You are under 18, you affirm that you are either an emancipated minor or possess legal parental or guardian consent to access and use the Site. Scripped may terminate Your account, project, and any Content or information that You have posted on the Site and/or prohibit You from using or accessing the Site for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that You are under 13.

No payments of any kind shall be due to a Member from or on behalf of Scripped.

User Registration

There are portions of this Site that we make available to users in the general public without registering and you may visit or browse those portions without charge or obligation; provided, however, we reserve the right to make changes, limit or restrict those portions at any time and from time to time in our discretion, without notice to you. There are other features of this Site that we make available only to users who register to use this Site, which you may do at no cost by visiting http://Scripped.com/user/register.

If you register to use this Site, you agree to provide, maintain and update true, accurate, current and complete information about yourself when registering. If you do not provide such information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of this Site. You may only have one active account on this Site at any given time and only you may use your designated account to access the Site. You also agree to promptly notify us of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to this Site by emailing us at legal@scripped.com. In addition, you agree to exit from your account at the end of each session. We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section. Moreover, Scripped expects Users to be polite and respectful in their interactions with other Users. Users agree not to engage in hate speech or use abusive or defamatory language on the Site.

Payment, Cancellations and Refunds

By agreeing to this Agreement and purchasing a subscription to the paid version of the Services, you are agreeing to allow Scripped to place your account on a recurring payment plan. The account will automatically be charged according to the terms of the account type you select on the same day each month. Further, you grant permission to Scripped to charge your credit card or payment service for any and all Services you request and any renewals thereof. If Scripped is not able to process a payment for your account on the specified processing date, Scripped may suspend your account pending a successful payment transaction.

You may cancel your account at any time via the Site. The process for cancellation is explained on the account management page at http://scripped.com/user/manage_account. If you cancel your account while it is in good standing, Scripped will continue to make your data available to you until the end of the current billing cycle. Because Scripped charges its subscribers for each unpaid billing cycle in advance, in order to cancel your account and not be charged for an impending billing cycle, you must make your cancellation request at least three business days before the next automatic billing occurrence.

Scripped makes a free version of the Services available in order to allow users to evaluate the Services prior to purchasing. By agreeing to this Agreement and purchasing the Services, you acknowledge that you are aware of this opportunity to “try before you buy” and have either taken advantage of the opportunity or opted to not to do so with full information. Because of this opportunity to evaluate prior to purchase, Scripped does not offer refunds to its subscribers except in the event of billing errors.

All Scripped registrations become the exclusive property of Scripped, its affiliates, successors in interest, and subsidiaries. Scripped reserves the right to use and reuse all registration data and other personally identifiable user information subject to the Scripped Privacy Policy. Use of this Site is governed by this policy, available at http://Scripped.com/help/privacy_policy.

Guidelines

Scripped requires that You adhere to generally accepted rules of etiquette and standards of behavior, including any Community Guidelines that may be posted to the Site (and which are specifically incorporated herein by reference, and which may change at any time upon posting to the Site without further notice), and You agree that Your use of the Site and Services reflect Your respect for the legal rights of other Scripped Users. Scripped reserves the right to remove any Content from the Site in its sole discretion and without prior notice. Scripped also reserves the right to terminate a User's access to the Site at any time in Scripped's sole discretion and without prior notice.

Prohibited Activities

The following are prohibited activities which could lead to the termination of a User account:

Send or otherwise transmit to or through this Site any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to this Site or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;

Misrepresent your identity or affiliation in any way;

Restrict, discourage, or inhibit any person from using this Site, disclose personal information on this Site or obtained from this Site, or collect information about users of this Site;

Reverse engineer, disassemble or decompile any section or technology on this Site, or attempt to do any of the foregoing;

Gain unauthorized access to this Site, other users' accounts, names, or personally identifiable information, or other computers or Sites connected or linked to this Site;

Launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access this Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;

Send or otherwise transmit to or through this Site chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;

Violate any applicable laws or regulations or these Terms;

Assist or permit any persons in engaging in any of the activities described above;

You represent and warrant that any Content You contribute shall not be defamatory, nor shall it violate anyone's right of privacy or publicity, not shall it infringe any copyright, trademark, patent, or other personal or proprietary right of any person or entity; or

You will obtain releases, consents, and permissions for use of all materials, trademarks, content, and persons depicted or included in any Content you contribute.

User Disputes

You are solely responsible for your interactions with other Users. Scripped reserves the right, but shall have no obligation, to monitor disputes between You and other Users.

Scripped's Intellectual Property Rights

The Site, except all Content, including without limitation, the text, Scripped's proprietary script-writing software (the “Software”), scripts, graphics, photos, sounds, music, videos, interactive features and the like, are owned by or licensed to Scripped, subject to trademark, copyright, and other intellectual property rights under United States and foreign laws and international conventions.

Scripped does not transfer title to the Software to you. While you may own the hardware through which the Software is accessed, Scripped retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, except to the extent permitted by applicable law and on giving Scripped, or another company where so indicated, prior written notice of such activities.

You acknowledge that anything you submit to this Site may be routed through our servers, the servers of one or more third parties on our behalf and the Internet, and that although we endeavor to provide substantial security measures to protect Private Group Area Content and Personal Area Content (Collectively, “Confidential Material”), we cannot guarantee the confidentiality or privacy of any submission and are not liable for any damages resulting from the disclosure of Confidential Material. Scripped is not liable for any damages resulting from the loss of, or the loss of access to, any Content submitted by you to our Site due to problems with our software or computers used by us; however, we will use our best efforts to recover any Content lost in such fashion.

Intellectual Property Rights for Personal Area Content

A Member retains any copyright interest he or she may have had in Content the Member owned at the time it entered the Personal Area. In the event that the applicable Content was copied out of a Private Group Area, ownership and rights in that Content are subject to any agreement as determined by the Members of the Applicable Group (see below). In the event that the Content is originated in the Member’s Personal Area, it’s copyright is owned by that Member (unless the Member has otherwise agreed in writing).

Intellectual Property Rights for Private Group Area Content

The Originator who is a Private Group Area Member retains the copyright in the applicable Private Group Area Content. The Originator (and not Scripped) is tasked with the responsibility of making sure that Collaborators come to agreement on copyright ownership, revenue share, artistic control, and all other issues. Any Member of the applicable Private Group may modify the Private Group Area Content.

You hereby license to Scripped the worldwide, irrevocable, non-exclusive, perpetual right to display the Content on the Site in the applicable Private Group Area in order to enable Members of the applicable Private Group to have access under its Terms.

Intellectual Property Rights for Public Content

The Originator of any Public Content shall designate which of the www.creativecommons.org licenses apply by choosing one of these four Creative Commons licenses: “Attribution Share Alike (by-sa)”, “Attribution No Derivatives (by-nd)”, “Attribution Non-commercial Share Alike (by-nc-sa)”, and “Attribution Non-commercial No Derivatives (by-nc-nd)”. Once Public Area Content is placed in the Public Area, it may not be moved into a Personal Area or a Private Group Area.

You agree to be bound by the terms of the Creative Common license selected by the Originator and (except where you are the Originator) You waive any rights of ownership in any Public Content, and rights in such Public Content are subject to the terms of the applicable Creative Commons license.

You agree that Scripped has the right to use any Public Content in any manner for the purpose of marketing and promoting the Site and Services.

Any Member may modify Public Area Content, subject to the terms of the applicable Creative Commons license.

Any Member who has access to a Public Group Area may modify Public Group Area Content within the applicable group, subject to the terms of the applicable Creative Commons license for that content.

A key purpose of the Public Area and Public Group Area of Scripped is to encourage collaboration and distribution of Content. If you have scripts, stories, and other material that You do not want distributed through Scripped under these Terms, You should not contribute that material to the Public Area. You should consider placing or developing that Content in a Personal Area or a Private Group Area, where you retain more control over your material.

You hereby license to Scripped the worldwide, irrevocable, non-exclusive, perpetual right to display the Public Content on the Site for other Members to have access under these Terms.

Attribution

Scripped and its designees may attribute You (and use, publish, transmit, and reproduce Your name, likeness, and biographical details) in connection with Your contributions to Content in the Public Area.

Termination

Scripped may terminate Your use of this Site or any of our features or services at any time and for any reason without notice for conduct violating these Terms. Upon any such termination, you must destroy all Content obtained from this Site and all copies thereof. If your account is terminated, any documents created by you with the Software will be emailed to you in PDF form in due course. The provisions of these Terms concerning Site security, prohibited activities, copyrights, trademarks, user submissions, disclaimer, limitation of liability, indemnity, and jurisdictional issues shall survive any such termination.

WARRANTY DISCLAIMER

Content on this Site is provided to You “AS-IS” for Your information and personal use only. You agree that You will not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit for any commercial or other purpose whatsoever any Content without the prior written consent of Scripped, or except as expressly permitted herein. If You download or print a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained herein. You agree not to circumvent, disable, or otherwise interfere with the security related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content herein. You agree not to use the Marks for any purpose without the prior written authorization of Scripped.

YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY THE LAW, SCRIPPED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. SCRIPPED MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OR ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SCRIPPED'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES MADE AVAILABLE VIA THE SITE. SCRIPPED DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SCRIPPED 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. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE SITE, AND TO ALL TRANSACTIONS YOU UNDERTAKE ON THE SITE, INCLUDING WITHOUT LIMITATION SUBMISSION OF ANY CONTENT.

Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You.

In addition, please note that the Site may include technical inaccuracies or typographical errors. Scripped has the right at any time to change, modify, add to, discontinue, or retire any aspect or feature of the Site, including, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Scripped Services on any particular device or communications service. Scripped has no obligation to provide You with notice of any such changes, and Scripped is under no obligation to provide You with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Site.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SCRIPPED BE LIABLE FOR ANY COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM 1) THE USE OF THIS SITE OR THE MATERIALS ON IT, 2) THE INABILITY TO USE THIS SITE OR THE MATERIALS ON IT, 3) THE MISAPPROPRIATION OF MATERIALS, OR 4) THE LOSS OF, OR DAMAGE TO, MATERIALS FOR ANY REASON, EVEN IF SCRIPPED OR A SCRIPPED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless Scripped, its shareholders, business partners, directors, officers, employees, agents, Users, or third party sponsors, subsidiaries, affiliates, successors, and assignees, at Your sole cost and expense, from all liabilities, claims, and expenses, including attorney's fees, that arise from Your use of the Site and from any Content you contribute to the Site. Scripped reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Scripped in asserting any available defense. You shall not settle any indemnified claim without Scripped's prior written consent.

Unsolicited Ideas

Scripped does not accept or consider unsolicited ideas, including ideas for new promotions, products, technologies, or processes. You must not transmit any Content to or through this Site or to us through email that you consider to be confidential or proprietary, other than scripts or articles that have been assigned a privacy level. Any other Content that you transmit to or through this Site or to us through email will be considered non-confidential and non-proprietary. This policy serves to avoid potential misunderstandings or disputes regarding ownership of ideas. Except as expressly provided in Scripped's privacy policy, you give Scripped an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute Content that are not Confidential Materials. Except for Confidential Materials, you further agree that Scripped has the right to use, without any payment or accounting to you or others, any concepts, know-how or ideas that you (and those who act on your behalf) transmit to or through this Site or to us through email.

Trademarks

All trademarks, service marks, logos and trade names on this Site, whether registered or unregistered, including but not limited to Scripped.com and Scripted, Inc., are proprietary to Scripped or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

Links to Other Sites

As you view this Site, you may notice links to third-party websites. These links are for convenience only. If you use these links, you will leave this Site. Certain of these linked websites may make use of Scripped proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Scripped. Scripped is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. In addition, providing links to these websites should not be interpreted as endorsement or approval by Scripped of the organizations sponsoring such third-party websites or their products or services. These Terms do not apply to any other websites.

Jurisdictional Issues

This Site is controlled and operated by Scripped from its offices within the State of California, United States of America. Scripped makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Site from jurisdictions where the contents of this Site are illegal or penalized is prohibited.

Entire Agreement; No Waiver; Severability

These Terms constitute the entire agreement between You and Scripped regarding the use of the Site, superseding any prior agreements between You and Scripped relating to your use of the Site. The failure of Scripped to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Claims of Copyright Infringement

Scripped respects the intellectual property of others. If You believe that Your copyrighted work has been copied and is accessible on the Site in a way that constitutes copyright infringement, pursuant to Title 17, United States Code, Section 512(c)(2), You are encouraged, as a first step, to contact the involved party in an attempt to resolve the issue directly. You may in addition or as a next step send a notification of claimed copyright infringement to Scripped's designated agent along with the following information:

The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;

A description of the copyright work that You claim has been infringed and a description of the infringing activity;

Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the Site where it is posted or the name of the book in which it has been published;

Identification of the URL or other specific location on the Site where the material that You claim is infringing is located, including enough information to allow Scripped to locate the material;

Your number, address, telephone number, and email address;

A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or are authorized to act on the copyright owner's behalf.

WE CAUTION YOU THAT IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

We have a policy of terminating accounts of repeat infringers. A repeat infringer includes any user who has submitted or posted two or more pieces of Content for which we receive a notice of infringement. You agree that if your account is terminated pursuant to these Terms, you will not attempt to establish a new account under any name, real or assumed, and further agree that if you violate this restriction by opening a new account after being terminated you indemnify and hold us harmless from any and all liability that we may incur therefore.

Governing Law; Venue

These Terms and the validity, construction, and performance thereof will be governed in all respects by the laws of the State of California, without regard to its choice of law provisions. You irrevocably agree that any action proceeding arising from or relating to this agreement may be brought only in the courts of California or the U.S. District Court located in Los Angeles, California, consent, for Yourself and in respect of Your property, to the jurisdiction of each such court in any such action or proceeding, and waive any objection to proceeding in such venue, including that the forum is inconvenient.

Any dispute regarding the division of credit for Confidential Materials will be resolved in arbitration using the guidelines employed by the Writers Guild of America, West, available at http://www.wga.org.

Contact

If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to legal@scripped.com or via a letter to Scripted, Inc., 90 Alhambra Ste 302, San Francisco, CA 94123. We will endeavor to respond to you promptly.