Any company wishing to participate (the “Submitter”) in the Collider on the Lot accelerator program (the “Program”) is required to agree to the following terms and conditions (the “Program Terms”) from Acme Innovation, LLC (“Acme”). The Submitter represents and warrants that the Submitter has the authority to make the submittal and that the Submitter's acceptance of the Program Terms binds the Submitter.

Representations and Warranties; Acknowledgments

The Submitter makes the following representations and warranties:
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• The Submitter represents that any information, data or other materials provided by Submitter in the application for consideration in the Program (the “Application”) is true, complete and accurate (collectively, along with any information, data, or materials collected or generated via use of Submitter’s products or services as part of the Program, the “Materials”).
• Submitter agrees that the Materials may be shared by Acme with its partners and affiliates, and also with WarnerBros. Discovery, Inc. and its affiliates (collectively, “Affiliated Entities”).  
• Submission of an Application shall not guaranty participation in the Program or any other properties owned or operated by Acme or any Affiliated Entities.
• The Submitter is domiciled in the United States of America or Canada.
• The Materials neither infringe upon nor violate the intellectual property rights or other rights of any other person or entity;
• The Submitter has the full and unrestricted right to disclose the Materials to Acme in connection with its participation in the Program;
• The person completing the application on behalf of the Submitter has the right and authority on behalf of the Submitter to make the representations and warranties described herein.

Grant of the License; Materials

The Submitter grants to Acme, and each of its Affiliated Entities, upon submission of an Application, a non-exclusive, perpetual, and royalty-free license to include the Materials in the Program repository and permit Acme and its Affiliated Entities to access, view, and make other uses of the Materials in a manner consistent with the services and objectives of Program and these Program Terms.

Submitter hereby acknowledges that a) other entities participating in the Program, may be sharing materials, including designs, creative, concepts and/or other work for consideration in connection with the Program and/or b) Acme or any Affiliated Entities may independently create materials that may be similar or identical to those of Submitter. Submitter hereby acknowledges and agrees that Submitter will not be entitled to any compensation as a result of Acme’s or any Affiliated Entities’ use or creation of any similar or identical material, and that, in such instance, neither Acme nor any Affiliated Entities shall have any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to alleged infringement of, or protection of copyright, trademark, patent or other proprietary right for, Materials submitted by Submitter.  Acme and its Affiliated Entities and Submitter acknowledge that their respective business activities or interests coincide to some extent, and therefore agree that neither these Program Terms nor any relationship contemplated herein shall in any way restrict or preclude any party from pursuing any of its present or future business activities, interests or relationships.

Waiver of Rights and Indemnification

The Submitter waives the following claims on behalf of themselves and all other authors:

• Any claims against Acme or any Affiliated Entities, or any officer, director, employee, or agent thereof, based upon the authorized use of the Materials as set forth in these Program Terms.
• Any claims against Acme or any Affiliated Entities, or any officer, director, employee, or agent thereof, based upon actions taken by any such party with respect to the Materials, including without limitation decisions to admit or exclude the Submitter into the Program.
• Any claims against Acme or any Affiliated Entities, or any officer, director, employee, or agent thereof based upon any loss of content or unauthorized disclosure of information provided in connection with the Materials.

The Submitter will indemnify, defend, and hold harmless Acme and all Affiliated Entities and their respective officers, directors, employees, agents, and other affiliated parties from any loss, damage, or claim arising out of or related to: (a) any breach of any representations or warranties herein; (b) any failure by Submitter to perform any of Submitter’s obligations herein; and (c) any authorized use of the Materials.

Confidentiality

Submitter wishes to disclose to Acme certain information it deems confidential in accordance with and subject to the terms and conditions set forth herein and for purposes of the Program. Acme shall not disclose, in whole or in part, the Materials to any third party (other than as authorized herein) and shall not reveal Materials except to officers, directors, employees, consultants, advisors and counsel of Acme and its Affiliated Entities, respectively, who need to receive such Materials for the Purpose.
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Materials shall not be deemed confidential, and the party receiving such information shall have no obligation with respect thereto, or to any part thereof, which (a) is already otherwise known to the recipient; (b) is or becomes freely and generally available to the public through no breach by recipient of any restrictions as to its use or disclosure; (c) is independently developed by the receiving party, (d) is rightfully received by the recipient from a third party legally entitled to disclose such information without breach by the recipient of any restriction as to its use and disclosure or (e) is approved for release by prior written authorization of the party disclosing such information.

General Provisions

These Program Terms will be governed by and construed in accordance with the substantive and procedural laws of the State of California and the applicable federal law of the United States without reference to any conflicts of laws principles. The Submitter agrees that any action, suit, arbitration, or other proceeding arising out of or related to these Program Terms must be commenced in the state or federal courts serving Los Angeles County, California. The Submitter hereby consents on behalf of the Submitter and any other authors to the personal jurisdiction of such courts. In the event of a breach of these Program Terms by Acme or any Affiliated Entity, the damage, if any, caused Submitter shall not be irreparable or sufficient to entitle Submitter to enjoin or restrain the development, production, advertising, promotion, distribution, exhibition or other exploitation of Acme’s or any Affiliated Entities programming, programs, services or applications.