SUBMISSION AGREEMENT
This Submission Agreement ("Agreement") is entered into by and between the undersigned ("I," "me" or "my" whether such party is an individual or an entity) and Remote Productions, Inc. ("RPI") whereby I irrevocably grant to RPI, a non-exclusive license to use and otherwise exploit, as further specified below, my photographs, concepts, ideas, communications and/or materials, including, without limitation, all elements thereof (collectively, the "Submission") for the benefit of RPI and its affiliates, including, without limitation, MTV Networks, a division of Viacom International Inc. ("MTVN"), in connection with MTVN-branded programs and programming services (each, a "Program"), and any and all best of or retrospective of any Program(s), upon the following express understandings and conditions. The term "photograph" means any original recorded images, photographs and/or pictures, in digital form as an electronic file (regardless of the form or medium used to originally record or fix the material in or on a tangible medium (e.g., computer hard drive, CD-ROM, removable storage medium). The potential exhibition of the Submission as part of any Programs is the sole consideration given by RPI in connection with this Agreement; provided that I acknowledge, understand and agree that RPI is under no obligation whatsoever to review, consider, use, publish, display or broadcast my Submission or to air, broadcast, develop, continue to develop or otherwise produce any Programs or any other material, content or program, whether or not involving my or anyone else's photographs or other Submission or otherwise and that once I submit a Submission, I am granting RPI the rights, consents and authorizations described in this Agreement. This license is subject to both parties' agreement to and compliance with the following:
1. Submission Guidelines. I represent and warrant that I have read, understand and shall follow the submission guidelines that are posted on http://www.mtv.com (the "Submission Guidelines"). I understand, acknowledge and agree that upon my submission of the Submissions to RPI, that the Submission becomes the property of RPI for all purposes thereafter and RPI shall not have any obligation to return or account to me for any Submissions I submit to RPI, that I shall not receive any compensation or credit (verbal or written) for RPI's use of the Submissions within or as part of any Program.
2. License. I irrevocably grant RPI the non-exclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license and right to use and otherwise exploit my Submission, in whole or in part, and all copyrights, trademarks, moral rights or "droit moral" and other intellectual property and proprietary rights therein, in any and all markets throughout the world, in all media whether now or hereafter existing (including, without limitation, distribution by or through broadcast, cable, satellite, website, mobile device or otherwise), on a gratis basis for the benefit of RPI in connection with the Programs. Without limiting the foregoing, RPI, its licensees, successors and/or assigns shall have the right, in perpetuity, throughout the world, to modify or otherwise prepare derivative works of, edit, exhibit, transmit, reproduce, publicly display, publicly perform, broadcast, publish, distribute, license, sublicense, sell, and create translations or adaptations of in any language throughout the world, the Submission, in whole or in part, and shall have the right to include the Submission in the advertising and promotion of the Programs.
3. Moral Rights; Right to Use Name, Likeness. Without limiting anything in this Agreement, I hereby waive and relinquish, and release the MTVN Parties (as defined below) from any and all claims that I may now or hereafter have in any jurisdiction based on, all "moral rights" or "droit moral" or unfair competition now or hereafter recognized with respect to RPI's exploitation of the Submissions without further compensation to me of any kind. I grant RPI and its agents the right to associate the Submissions with my name, image, likeness, hometown, and biographical information, without limitation and without compensation, at RPI's sole discretion. I agree not to issue any publicity concerning RPI, MTVN or any MTVN programming services.
4. Representations, Warranties and Covenants. I represent and warrant that: (a) I have full right, power and authority to enter into, fully perform and grant the rights granted by me in this Agreement and the entering into, full performance of and grant of rights granted by me in this Agreement is not and shall not be in violation of the terms of any agreement or understanding to which I am a party, including, without limitation, any guild agreements; (b) the Submission is original to me and I am the sole owner of all rights in and to the Submission, including, without limitation, 100% of the copyrights in the Submissions; (c) the Submission, and the use thereof by RPI as set forth in this Agreement, does not and shall not infringe upon or otherwise violate the rights or interests of any third party, and shall not give rise to any claims of infringement, defamation, invasion of privacy, and publicity, claims for payment of re-use fees, residuals or license fees, and any other claims; (c) I have obtained all rights, consents and permissions, including, without limitation, those of persons appearing in the Submission, necessary to grant the rights granted herein; (d) the Submission is free and clear of any liens or claims with respect to the use of the Submission in the manner authorized herein and (e) all of the information I submit to RPI in connection with my Submission, now or in the future, is and shall be complete, correct, true and accurate
By providing my Submission, I am also agreeing, confirming and representing to RPI that neither I nor anyone else has engaged or taken part in (or induced or encouraged anyone else to do so) in any activity or conduct that (i) may or is likely to harm or create a risk of harm, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person, other living thing or any property, (ii) may or is likely to create a risk of any other loss or damage to person, living things or property, (iii) is or may constitute a crime, unlawful or non-consensual activities (e.g., conduct that could lead to criminal prosecution), tortious conduct (e.g., conduct that could lead to civil prosecution) or the violation or infringement of the rights of any other party or (iv) violates any of the terms or conditions of this Agreement.
5. Other Rights and Obligations. I shall execute and deliver such documents, at RPI's expense, as requested by RPI or as may be necessary to vest in RPI the rights and waivers provided herein. I acknowledge and agree that RPI shall own the Programs and any other material that it creates that include or are based upon my Submissions, in whole or in part, and I shall have no right, title, or interest therein. RPI acknowledges that its use of the Submission shall not affect my continued and separate copyright ownership of the Submission; provided that my copyright ownership of the Submission shall not be deemed to diminish RPI's sole and complete ownership of any Program and any other material that it creates that include or are based upon my Submission, in whole or in part. I agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against RPI, MTVN, any of their affiliates, or any other person, on the grounds that any use of the Submission, or any derivative works thereof, infringe or violate any of my rights therein. Without limiting the foregoing, I specifically acknowledge that I shall not be entitled to equitable or injunctive relief, all of which I knowingly waive and in no event shall I be permitted to prevent or inhibit the exhibition, distribution, broadcast or other use or exploitation of any Program. I further agree that I have a continuing obligation to notify RPI if any information I submit to RPI in connection with my Submission, now or in the future, and or any of my representations and agreements in this Agreement are found or discovered to be incomplete, incorrect, untrue or inaccurate at any time.
6. Indemnification; Release. I agree that I shall indemnify, defend and hold harmless RPI, and its parent and related companies, subsidiaries, affiliates (including, without limitation, MTVN), divisions, and all of their past, present, and future directors, officers, agents, representatives, employees, contractors, partners, shareholders, members, licensees, successors, and assigns (collectively "MTVN Parties") from and against any claim, demand, action, damages, loss, expense (including reasonable attorneys' fees) and other liabilities arising from actions brought by third parties arising from (a) any breach of any of the representations, warranties or agreements made by me hereunder or (b) a claim that the use of any or all of the Submission infringes any intellectual property or other right(s) of such party. RPI shall promptly notify me of any such claim and I shall bear full responsibility for the defense of any such claim. I shall keep RPI informed of, and consult with RPI in connection with the progress of any litigation or settlement of any such claim. I shall not have any right, without RPI's written consent, to settle any such claim if such settlement obligates RPI to make or contribute to a monetary payment; arises from or is part of any criminal or quasi-criminal action, suit or proceeding; or contains a stipulation, admission or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of RPI. I shall reimburse RPI promptly upon demand for any payment made by RPI at any time to which the foregoing indemnity applies.
I hereby agree not to sue or claim against and irrevocably and unconditionally remise, release, waive and forever discharge the MTVN Parties for any liabilities, claims, demands, losses, damages, costs, or penalties of any kind, whether in law or equity, known or unknown, which I (or my assigns, agents and/or representatives) ever had, now has, or in the future may have against the MTVN Parties arising out of or relating to the Submissions or creation thereof, the uses described herein, any Programs and/or my decision to provide the Submission to RPI (collectively "Submission Claims"). I agree to indemnify, defend and hold harmless the MTVN Parties from and against any and all Submission Claims.
7. Similar Material. I acknowledge that other persons may have submitted photographs or other material to RPI, may have made public, or may originate, submit or make public, material similar or identical to any materials, proposals, suggestions, concepts and the like relating to my Submission. I acknowledge both that RPI receives numerous submissions of similar, equivalent or even identical content, information or material from many parties and/or may have already developed and/or considered similar or identical concepts to those contained in the Submission and that RPI's review of the Submission is not an admission of novelty, priority or originality. I understand and agree I will not be entitled to any compensation because of the use of, or because of the manner associated with, any content, information or material that is similar, equivalent or even identical to the content, information or material relating to my Submission. Even if I subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar to that contained in any photograph or other Submission I or anyone else submits to RPI, I agree that it is purely coincidental and unavoidable. I will not assume or infer that my photograph or other Submission has been accepted, posted or displayed.
8. Disclaimers and Limitation of Liability. I ACKNOWLEDGE AND AGREE THAT: (a) UPLOADING OF MY SUBMISSION AND REQUIRED FORMS IS AT MY OWN RISK AND THAT I AM SOLELY RESPONSIBLE FOR ANY DAMAGES TO MY COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM UPLOADING OF MY SUBMISSION AND ALL REQUIRED FORMS; (b) RPI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS, FUNCTIONING, PERFORMANCE AND/OR SECURITY OF THE UPLOADING PROGRAM OR THE WEBSITE, ANY CONTENT, MATERIAL, SOFTWARE, RESOURCES, INFORMATION, DATA, SOFTWARE, CAPABILITIES, PRODUCTS AND/OR SERVICES MADE AVAILABLE TO ME, AND WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (c) THE SUBMISSION DATABASE IS MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS AND USE OF THE UPLOADING PROGRAM THAT IS NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION; AND (e) RPI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY AND ALL DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWSOEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY CLAIMS ARISING OUT OF LAWS OR REGULATIONS THAT MAY APPLY TO ME IN ANY JURISDICTION OR COUNTRY OTHER THAN THE UNITED STATES.
9. Assignment. I understand and agree that RPI may assign this Agreement or all or a portion of the rights and licenses I have granted hereunder, in whole or in part, to any person or entity without my consent or any compensation to me. This Agreement is binding upon and shall inure to the benefit of RPI's licensees and RPI's and my permitted successors and permitted assigns. In no event shall I be entitled to revoke, rescind or terminate any of the rights granted herein, nor shall I be entitled to restrain, enjoin or interfere with the production, distribution, exhibition and/or other exploitation of the Program.
10. Miscellaneous. I acknowledge, understand and agree that (a) there does not now exist, nor has there ever existed, nor will there exist, a fiduciary or confidential relationship between me and RPI and that the Submission is not being submitted in confidence or in trust, nor am I an agent nor acting on behalf of or as a representative of RPI in connection with the Submission; (b) I am granting the rights granted herein on a voluntary and unsolicited basis; (c) I have not executed this Agreement in reliance upon any representation or promise, whether written or oral; (d) except for any additional agreements that RPI may request that I agree to, this Agreement constitutes the entire understanding and agreement between me and RPI with respect to the subject matter hereof, and supersedes all prior understandings, whether written or oral, with respect to the Submission; (e) the invalidity of any provision hereof shall not affect the remaining provisions, which shall be treated as severable and independent and (f) this Agreement shall be governed by the laws of the State of New York (without regard to its conflicts of law rules).