IMPORTANT! You may only register as a participant for the 2018 Hollywood Fringe Festival if you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY.
The 2018 Hollywood Fringe Festival, which is to occur from June 7 to June 24, 2018 (the “Festival”), is hosted by Hatchery Arts, a California nonprofit corporation doing business as Hollywood Fringe Festival (the “Fringe”). This Registration and Release Agreement (this “Agreement”) sets forth the terms under which you, on behalf of yourself and any entity or individual you are authorized to enter into this Agreement for (collectively “you”), agree to as a condition to register as a participant of the Festival.
1. PROJECT; FEE
You will produce a project in the performing arts for the Festival, which may have one or multiple performances (your “Performances”; collectively your “Project”). You must pay the Fringe a registration fee for your Project to be included in the Festival (the “Fee”). The Fee is $250 if your Project has multiple paid Performances. The Fee is $175 if all of your Performances have free admission, or your Project only consists of one Performance. You promise to pay the Fee in full as a one-time payment, no later than April 1, 2018. If you fail to pay the Fee by that date, the Fringe is excused from performing its obligations under this Agreement.
2. GUIDE LISTING
The Fringe will publish a printed guide for the Festival (the “Guide”). By April 15, 2018, you will provide the Fringe with the following information, which will be incorporated as a listing in the Guide (collectively the “Listing”):
* The title of your project (limit 60 characters)
* 300 characters describing your Project; and
* Logistical information about your Project, including, but not limited to, age restrictions, ticket price, Performances, warnings, venue location, and show times.
The Fringe will prepare the Listing based on this information as provided by you and will provide you an opportunity to review and propose changes to the Listing. You must notify the Fringe of any inaccuracies and/or proposed changes to the Listing by April 15, 2018. The Fringe in its sole discretion and at any time reserves the right to edit or remove the Listing due to spelling or grammar, inaccuracies, or information deemed offensive or that may expose the Fringe to liability or financial or reputation harm (“Removable Data”). Subject to the foregoing, the Fringe will publish the Listing based on the information it has as of April 15, 2018.
After the Fee is paid, the Fringe at your request will provide guidance for your Project on the following matters (collectively “Guidance”):
* addressing potential problems;
* social networking.
The Fringe makes no representations, warranties, or guarantees regarding Guidance, including, but not limited to, its completeness, effectiveness, legality, or accuracy. The extent and comprehensiveness of Guidance is at the Fringe’s sole discretion.
After the Fee is paid, you will be eligible to advertise your Project in the Guide and the Fringe’s website, located at hollywoodfringe.org (the “Website”), at a discount price (collectively the “Advertisement”). The Fringe will notify you of the Advertisement pricing and payment deadlines at a later date by email or posting on the Website. The Fringe will have no obligation to publish any Advertisement that has not been paid for in full.
5. WEBSITE LISTING
The Fringe will provide you a designated area of the Website to post information about your Project and interact with other Festival participants (the “Website Listing”). The Fringe has the sole discretion to determine all graphical, programming, and interactive aspects of the Website Listing. The Fringe reserves the right to edit or remove any content you publish on the Website, including, but not limited to, Removable Data.
6. TICKET SALES
a. If there will be a charge for admission to your Performances, you are responsible for determining the ticket prices (“Admission”). You will consult with the Venue of each Performance before determining Admission. (It is strongly suggested that Admission not exceed $20 per ticket, and average around $12 per ticket). You must notify the Fringe of Admission for all Performances by April 15, 2018.
b. The Fringe will facilitate the selling of tickets for your Performances through the Fringe’s box office(s), the Website, and a phone service. Despite the foregoing, you may request to be responsible for selling up to 50% of the tickets for each Performance. Such requests should be made as soon as possible. If such a request is made, including during the Festival, the Fringe will adjust the allocation of tickets accordingly if and to the extent it is reasonably practical to do so. The Fringe is not responsible for ensuring tickets for your Performances are sold.
c. You agree that any ticket sold to an individual wearing a button with the Fringe logo, whether by you or the Fringe, is subject to a $1 discount.
d. After the Festival is over, you will be contacted to verify your mailing address. If you provide the Fringe a valid mailing address in the manner instructed by the Fringe and that has been confirmed by the Fringe (the “Verified Address”) with any other requested information, it will mail to the Verified Address a check for the ticket sale proceeds it received for your Performances, minus any processing fees. The check will be mailed approximately three weeks or less after the Festival ends. Despite the foregoing, if you do not provide a Verified Address, the Fringe will not mail the check until you do so. If the Fringe incurs a stop payment fee, you will be charged a $35 fee for re-issued checks, which will be deducted from the ticket proceeds to be mailed to you.
e. The Fringe will refund any tickets sold by it if requested by a patron prior to the Performance. For any Performance tickets not sold by the Fringe, you will be obligated provide a refund if requested by a patron prior to the respective Performance.
You are solely responsible for securing a venue participating in the Festival (the “Venue”) for all of your Performances. The terms and conditions of your use of the Venue are to be governed by an agreement between you and the Venue, to which the Fringe is not a party. You are to address all issues and disputes related to the Venue to the appropriate representative of the Venue. You are solely responsible to ensure that the Venue and your Project have all necessary licenses and preparations, and comply with all federal, state, and municipal laws, rules, and regulations.
You will undertake reasonable effort to promote your Performances and are solely responsible for producing promotional materials for your Performances, which may include, without limiting the foregoing, flyers, postcards and posters (collectively “Marketing Materials”). You must display the Fringe logo available for download at www.hollywoodfringe.org/branding on all Marketing Materials displayed at Fringe-Run Venues. You will distribute and post Marketing Materials in a legal manner.
a. If you cancel your Project before the Festival, you will promptly: (i) notify the Fringe and the Venue; and (ii) provide a refund to patrons for all tickets sold for your Project. After you notify the Fringe of cancellation, it will refund any tickets it sold for your Project. The Fringe will refund the Fee, less an administrative charge of $35, to you if you notify the Fringe of cancellation by April 1, 2018; otherwise, the Fee is non-refundable.
b. If the Fringe suspects or is informed that your Project is infringing on another’s intellectual property right (“Infringement”), the Fringe will notify you to provide an opportunity to settle the matter with the legal owner within a time frame specified by the Fringe in its sole discretion (the “Cure Period”). If the Cure Period has ended and allegations of Infringement have not been settled to the legal owner’s or the Fringe’s satisfaction, the Fringe may cancel your Project in its sole discretion (a “Termination”). If a Termination occurs, the Fringe is not obligated to refund your Fee, will cease the sale of any tickets for your Project, and remove any Marketing Materials, Listings, and Web Listings from display and distribution. If a Termination occurs, the Fringe is excused from the performance of the terms of this Agreement.
c. You have the option of rolling over your registration to the following festival year. Any changes in registration fees between the two years will be owed before the registration can be transferred.
The Fringe will enable third parties (“Reviewers”) to post reviews on the Website about your Project (“Reviews”). The Fringe will not remove or edit any Reviews for any reason (“Posting Policy”). You may choose to hide all Reviews posted about your Project. Despite the foregoing, you may not hide individual Reviews. The Fringe in its sole discretion may change the Posting Policy without notice.
a. For your Project, you will obtain at your own expense commercial general liability insurance with a minimum liability limit of one million dollars ($1,000,000) per occurrence (the “Insurance Policy”). The Insurance must insure against liability for bodily injury, death and property damage and loss.
b. At least one month before the Festival, you must provide the Fringe with a certificate of insurance that names “Hatchery Arts dba The Hollywood Fringe Festival” as an additional insured on the Insurance Policy.
You are solely responsible for obtaining any visas that may be necessary for you or cast and crew of your Performance to visit or work in the United States. Upon your request, The Fringe can furnish invitation letters for the Festival at our sole discretion. The Fringe will not sponsor any visas.
13. REPRESENTATION AND WARRANTIES
You make the following representations and warranties:
a. You are at least 18 years old.
b. If you are registering for the Festival on behalf of an entity or other person, you are authorized to enter into to this Agreement on behalf of that entity or person.
c. All information you provided to the Fringe to register for the Festival is accurate and complete.
d. You are the legal owner or authorized licensee of all intellectual property used for or in your Project, and your Project is not causing an Infringement. If you are not the legal owner of any intellectual property used for or in your Project, you represent and warrant that you have the express written consent from the legal owner to use, reproduce, disseminate, and transmit the property for your Project, and can provide the Fringe proof of such consent upon its request.
You promise to indemnify, defend and hold harmless Fringe and all of its officers, directors, agents, representatives, employees, and volunteers (“Releasees”) against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney’s fees, and expert witness fees), known or unknown, contingent or otherwise, directly or indirectly arising from or related to your registration for or participation in the Festival, including, but not limited to: (a) any misrepresentations, or breach of any warranties or covenants, made by you in this Agreement; (b) claims resulting from use of the Website, including, but not limited to, defamation, false light and trade libel; © the Fringe’s use of any information, intellectual property or materials regarding your Project; and (d) any claims of the infringement of intellectual property, including, but not limited to, copyright and trademark.
YOU HEREBY RELEASE AND DISCHARGE Releasees, to the fullest extent permitted by law, from any and all liability for injury, death, and property loss and damage that arises out of or relates to your registration for or participation in the Festival, WHETHER ARISING FROM THE NEGLIGENCE OF RELEASEES OR OTHERWISE.
16. FORCE MAJEURE
The Fringe is not obligated to perform the terms of this Agreement if it is unable to do so due to events beyond its control, which include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, interruption of utilities, acts of government, and weather conditions (“Force Majeure Incident”). The Fringe is not liable for any damages or loss caused by a Force Majeure Incident.
17. BINDING EFFECT; BENEFITS
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained herein to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person (other than the parties hereto or their respective successors and permitted assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement.
18. ENTIRE AGREEMENT; AMENDMENT OR SUPPLEMENT
This Agreement constitutes the final written expression of all of the agreements between the parties hereto, and is a complete and exclusive statement of those terms. Except as specifically included or referred to herein, this Agreement hereby supersedes all prior understandings, negotiations and agreements concerning the matters specified herein. Any representations, promises, warranties or statements made by any party that differ in any way from the terms of this written Agreement will be given no force or effect (except as specifically included or referred to herein). There are no additional or supplemental agreements between the parties related in any way to the matters herein contained unless specifically included or referred to herein. This Agreement may not be changed, altered, or modified except by a writing signed by the parties.
19. GOVERNING LAW; VENUE
This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed entirely within such state.
Headings of the sections of this Agreement are for the convenience of reference only, and are to be given no substantive or interpretive effect whatsoever.
No waiver of any covenant, condition, or limitation herein contained will be valid unless the same is made in writing and duly executed by the Fringe. No waiver of any provision of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
If for any reason whatsoever, any one or more of the provisions hereof will be held or deemed to be illegal, inoperative, unenforceable or invalid as applied to any particular case or in all cases, such case will not have the effect of rendering such provision illegal, inoperative, unenforceable, or invalid in any other case or of rendering any of the other provisions hereof illegal, inoperative, unenforceable or invalid. Furthermore, in lieu of each such illegal, invalid, unenforceable or inoperative provision, there will be added automatically, as part of this Agreement, a provision similar in terms of such illegal, invalid, unenforceable or inoperative provision as may be possible and as will be legal, valid, enforceable and operative.
Neither this Agreement nor any of your rights hereunder may be assigned or otherwise transferred without the prior written consent of the Fringe.
The use of the words “hereof,” “herein,” “hereunder,” “herewith,” “hereto,” “hereby,” and words of similar import will refer to this entire Agreement, and not to any particular article, section, subsection, clause, or paragraph of this Agreement, unless the context clearly indicates otherwise.
25. CUMULATIVE RIGHTS
All rights and remedies specified herein are cumulative and are in addition to, not in limitation of, any rights or remedies the parties hereto may have by statute, at law, in equity, or otherwise, and all such rights and remedies may be exercised singularly or concurrently.
26. NO IMPLIED COVENANTS
Each party, against the other, waives and relinquishes any right to assert, either as a claim or as a defense, that any other party is bound to perform or liable for the nonperformance of any implied covenant or implied duty or implied obligation, other than an implied covenant of good faith.
27. ATTORNEY’S FEES
The substantially prevailing party in any dispute between the parties hereto arising out of the interpretation, application or enforcement of any provision hereof will be entitled to recover all of its reasonable attorneys’ fees and costs from the other party, whether suit be filed or not, including without limitation costs and reasonable attorneys’ fees related to or arising out of any trial or appellate proceedings.
Unless otherwise specified in this Agreement, all forms of notice will by e-mail to the following addresses:
a. If to the Fringe: [email protected]
b. If to you: the e-mail address you provided when registering for the Festival.
Notices are considered delivered upon dispatch unless there is reason to believe the message was not delivered.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.