Welcome to the USC First Team Program (the “Program”) and this section of our website: uscfirstteam.com (the “Site”) for industry affiliates (“Industry Affiliates”). Becoming an Industry Affiliate to the Program and using our Site is subject to the following terms and conditions (“Agreement”) and any rules, guidelines or policies that may be published from time to time by the Program or the Site. By entering the Site you agree to the following terms and conditions:

FTP MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OR ORIGINALITY OF ANY MATERIAL SUBMITTED OR THE QUALIFICATIONS OR SKILLS OF ANY PARTICIPANT. FTP SHALL NOT BE LIABLE TO ANY INDUSTRY AFFILIATES WHICH MAY ACCEPT MATERIAL SUBMITTED HEREUNDER FROM PARTICIPANTS AND/OR THE PROGRAM, NOR FOR THE CONTENTS OF ANY MATERIAL SUBMITTED. IN ADDITION, FTP SHALL NOT BE LIABLE TO ANY INDUSTRY AFFILIATE WHICH MAY ENTER INTO AN AGREEMENT WITH ANY PARTICIPANTS FOR ANY REASON WHATSOEVER. IN NO EVENT SHALL FTP BE LIABLE TO ANY INDUSTRY AFFILIATE AND/OR PARTY ACCEPTING MATERIAL SUBMITTED HEREUNDER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL, SPECIAL, PUN ITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR TO THE ACCEPTANCE BY ANY SUCH PARTY OF SUCH SUBMITTED MATERIAL.

You agree to indemnify and hold the Site, the Program, the University of Southern California and/or any of their affiliates, assignees, officers, employees, agents, etc. (collectively, “FTP”) harmless from and against any and all “Losses” and “Expenses” (each as defined below) at any time incurred by or assessed against FTP arising out of or in connection with any Proceeding (as defined below) against FTP caused by or otherwise related to any of your actions in connection with any of the services of the Site and/or any activities of the Program including, without limitation, any liability resulting from any claims arising out of copyright infringement, to the fullest extent permitted by the laws of the State of California, and you agree to provide FTP with a defense with respect to the same. FTP shall have the right to consult with you with respect to any such Proceeding, and shall have the right (at the FTP’s sole expense) to have FTP’s own counsel present in connection with such Proceeding, provided that such counsel reasonably cooperates with your counsel and in no way interferes with the reasonable handling of the Proceeding by your counsel.

The Program does not itself develop or purchase any written material (e.g., treatment, story, screenplay, etc.) (collectively, the “Material”), and exists for the sole purpose of facilitating introduction, interaction and collaboration between the participants (“Participants”) of the Program and facilitating the introduction of the Participants with the Industry Affiliates and further facilitating the submission of Material developed by the Participants to the Industry Affiliates. FTP does not attest to or guarantee the validity of any Participants, any submitted Material or any subsequent agreements between you and any Participants.

No fiduciary or confidential relationship exists or is established by reason of your use of this Site, your status as an Industry Affiliate and/or your receipt of any Material submitted in connection with the Program.

This Agreement shall be construed and the legal relationships determined in accordance with the laws of the State of California and you submit to the jurisdiction of any California State court or any federal district court sitting in the City of Los Angeles, California.

This Agreement is between you and FTP only and does not pertain to or create any obligation in favor of or benefit to any third party.

For purposes of this Agreement:

"Expenses" shall mean all reasonable outside attorneys' fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of any kind or character incurred in connection with asserting or defending Proceedings and any other matters covered by the scope of the indemnification and defense provided for in this Agreement.

"Losses" shall mean all losses, claims, liabilities, judgments, fines and amounts paid or incurred in settlement in connection with any Proceeding.

"Proceeding" includes any claim, action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.