The following terms and conditions constitute an agreement between you and Pipeline Media Group, LLC, dba Book Pipeline, a California limited liability company (“Pipeline,” “we” or “us”), sponsor and promoter of The Workshop, a unique opportunity for authors to obtain constructive criticism on their novels, memoirs, pieces of nonfiction, synopses, and query letters (“Manuscript Evaluation,” “Workshop,” or “Evaluation”). This agreement (the “Agreement”) governs your participation in the Evaluation.

1. CRITIQUE OPTIONS AND FEES

As part of The Workshop we offer the following services (the “Services”), as described on bookpipeline.com (the “Site”) and you may partake in the Services for the associated fees, as listed on the Site (collectively, the “Fees”), at your election:

• Evaluation – Fiction
• Evaluation – Nonfiction 
• Evaluation – Full Synopsis
• Evaluation – Query Letter

2. MANUSCRIPTS

In connection with your purchased Services, you are entitled to submit to Pipeline the following combination of materials (collectively, “Materials”):

• The first 5,000 words of one (1) original manuscript (the “Manuscript”) for review and critique by a Pipeline editor, along with one (1) original, full synopsis (the “Synopsis”) for clarity of story and characters.
• One (1) original full nonfiction book proposal (the “Proposal”) for review and critique by a Pipeline editor.
• One (1) original full synopsis (the “Synopsis”) for review and critique by a Pipeline Editor.
• One (1) original query letter (the “Query Letter”) for review and critique by a Pipeline Editor.

You understand and acknowledge that our evaluation of the Material may be critical or non-complimentary. If submitting a physical Manuscript, Synopsis, Query Letter, or Proposal, the copy will not be returned, and in no event whatsoever shall Pipeline be liable for the loss or damage of the Material. We reserve the right, but not the obligation, to forward the Material to agents, publishers, production companies, and/or any other parties expressing an interest therein, at our sole discretion provided we receive the author’s written or verbal consent. You acknowledge and agree that we shall only forward Material of outstanding merit, as determined in our sole discretion. You further agree that should Pipeline ever present the Material to any third party, we will not be serving as your literary agent. Rather, we will be acting solely as an intermediary between you and said third party. In addition, you may not submit any Material that: (i) infringes, misappropriates or violates the intellectual property, publicity, privacy or other proprietary rights of any third party; (ii) harasses or advocates harassment of a third party; or (iii) is threatening, obscene, defamatory, libelous, unlawful, or promotes or encourages illegal activity. 

3. YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant the following: 

• You are the exclusive owner and sole author of the Material, such that the Material is your original creative work and your submission thereof will not infringe, misappropriate, or violate the intellectual property, privacy, or other rights of any third party; and/or you have obtained prior written authorization to act on behalf of any co-creators of the Material;
• Neither your execution of this Agreement nor your participation of in the Workshop, including your submission of the Material, will conflict with or violate any term or condition of any other agreement to which you are a party, including but not limited to any union or guild regulation;
• There are no threatened, pending or current claims, actions or lawsuits in connection with the Material and you agree to notify Pipeline immediately upon your notification of any such claims, actions or suits;
• You are submitting the Material voluntarily on a non-confidential basis;
• You are at least eighteen (18) years of age; and
• You have the right, authority, and capacity to enter into the Agreement, and you agree to abide and be bound by the terms and conditions herein.

4. INTELLECTUAL PROPERTY RIGHTS

By accepting your Material, we in no way grant you any additional rights therein or otherwise expand the scope of your rights under applicable copyright laws. You are solely responsible for protecting your rights in the Material, including without limitation, for filing or registering the Material with the United States Copyright Office. You retain all rights to the Material itself and any other creative materials submitted to the Evaluation.

5. PUBLICITY

You hereby consent to our use of your full name in connection with the Material and/or The Workshop via any media now known or later developed, for promotional, marketing, or any other purposes we deem appropriate, in our sole discretion.  You acknowledge and agree that you will not be entitled to any compensation as a result thereof.

6. INDEPENDENT CONTRACTORS

The relationship between you and Pipeline is one of independent contractors. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.

7.  GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California, without giving effect to the state’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to the Agreement or your participation in the Workshop shall be settled by an arbitrator, within in the County of Los Angeles, State of California, subject to the rules and regulations of the American Arbitration Association then in effect, except that such arbitration shall be handled by a single arbitrator selected in accordance with such rules and regulations. The arbitrator shall be well acquainted with the entertainment business in the County of Los Angeles, and the arbitrator’s decision shall be final and binding. Each party to any arbitration shall bear its own costs, including attorney’s fees. Failure to appear at any arbitration hearing entitles the arbitrator to proceed ex parte. Any and all claims related to the Agreement and/or Workshop must be brought within ninety (90) days of accrual or the period of time prescribed by the applicable statute of limitations, if shorter.

8.  INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless Pipeline, our employees, members, agents and affiliates from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to your participation in the Evaluation, including but not limited to your submission of the Material, and/or your breach of the Agreement.  The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of Pipeline’s gross negligence or intentional misconduct.

9.  TERMINATION

We may terminate this Agreement immediately upon your breach of any of the terms or conditions hereof or your violation of any other policies posted on our website, bookpipeline.com (the “Site”), as determined in our sole discretion. In such event, we will not render and you are not entitled to receive a refund of any fees or portion thereof paid to Pipeline in connection with The Workshop. Pipeline shall not be liable to you or any third party for any such termination. You may terminate the Agreement and receive a refund at any time prior to receiving the completed Evaluation by emailing us at: workshop@bookpipeline.com; provided however, that voluntary termination shall in no way relieve you of your responsibility to remit payment for all fees associated with your selected Workshop Services or entitle you to a refund of any other payments remitted to Pipeline.  The provisions of Sections 2, 4, 5, 7, 8, 10 and 11 will survive termination.

10.  GENERAL PROVISIONS

Our failure to enforce any of our rights under this Agreement shall not be construed as a waiver of such rights.  No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by Pipeline.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between you and us and supersedes all previous written or oral agreements concerning the Evaluation.

Both parties may assign their respective rights hereunder at any time, including but not limited to as part of a sale, merger or transfer, but any such assignment shall not relieve the assigning party of its obligations under the Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.