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Date:_______________________
“ShakeShock.com” / INTERNET POETRY
ADAPTATION COMPETITION
c/o Tucci Enterprises ( “Producer”)
To Whom It May Concern:
I would like to submit the enclosed entry
for your Poetry Adaptation Competition on ShakeShock.com currently entitled
“ShakeShock.com Poetry Adaptation Competition” (“ShakeShock.com”).
Accordingly, I desire to submit to you material, which shall include, but
not be limited to the Submission (as defined in the Application attached
hereto and incorporated by this reference) (herein called “submitted
material”) owned and/or controlled by me so as to offer you the opportunity
to decide whether you want to consider me to be a participant (“Participant
”) on the ShakeShock.com competition. The submitted material is described
as follows (to be described in 100 characters or less):
_______________________________________________
_______________________________________________
I acknowledge and agree that, but for my
agreement to the terms set forth herein, you would not agree to accept for
consideration, post on the ShakeShock.com Website, or review the submitted
material. Accordingly, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, I hereby acknowledge and agree
to the following:
1.
I acknowledge and agree that unless and
until I execute such Participant Agreements, you will not consider me as a
possible Participant for the ShakeShock.com competition, and that you are
accepting my submitted material in reliance on my completion and execution
of the Participant Agreements. If I am a minor I acknowledge and agree that
I will need a parental consent form for each of the forgoing in order to be
considered as a Finalist.
2.
I shall not receive any compensation or
credit for submitting the submitted material to you, and understand that
you and the general public may view the submitted material. I further
understand that you and the general public may vote on, post comments in
connection with, and view the submitted material on The ShakeShock.com Website
without limitation, and I shall not receive any compensation or credit for
the same. I acknowledge and agree that once I provide you with the
submitted material, it is at your discretion whether to post it on The
ShakeShock.com Website, and how long you shall keep it posted for public
viewer ship. I understand you are not required to post my submitted
material on The ShakeShock.com Website.
3.
I hereby grant to Producer, their assigns
and affiliates the perpetual, irrevocable right and license to distribute,
broadcast, and otherwise exploit the submitted material, gratis, throughout
the universe, in any and all manners, formats and media, whether now known
or hereafter devised, in connection with The ShakeShock.com Website, or
otherwise, including, but not limited to, the non-exclusive, fully paid,
universal license to use, copy, digitize, sublicense, transmit, distribute,
publicly perform, publish, delete or display such submitted material, or
any portion thereof, in any media now known or hereafter devised including,
but not limited to The ShakeShock.com Website. I authorize you, and any
entities affiliated or in privity with you, to utilize on a non-exclusive
basis, for eternity and in any manner you see fit, the submitted material
to you, and to make derivative works from such materials. I agree that such
use shall be freely assignable by you, and that you and your assignees and
licensees shall have no obligations whatsoever to me. I hereby grant you
permission to and you shall have the right and sole discretion to edit,
alter, modify or change any part of the submitted material for any reason
in connection with your (or your assignee’s or licensee’s) use thereof.
4.
I recognize the possibility that the
submitted material may be identical with or similar to material which has
or may come to you and/or your affiliates from other sources. Such identity
or similarity in the past has given rise to litigation so that unless you
can obtain adequate protection in advance, you will refuse to consider or
post the submitted material. The protection for you must be sufficiently
broad to protect you, all related parties including, but not limited to,
your and their officers, directors, shareholders, employees, contractors,
agents, representatives, broadcasters, writers, distributors, licensees,
assigns, and all parties to whom you or they submit material or have been
or may be involved in developing, financing or exploiting materials and
properties generally. Therefore, all references to “you” shall include each
and all of the foregoing related parties, pursuant to Paragraph 14 below.
Accordingly, as a further inducement to you to examine the submitted
material and to consider me as a Finalist, I represent, warrant and agree,
as follows:
a.
I acknowledge that the submitted material
is submitted voluntarily and not in confidence or in trust, and that no
confidential or fiduciary relationship is intended or created between you
and me by reason of such submission or otherwise. Nothing in this
agreement, or the submission of the submitted material, shall be deemed to
place you in any different position from any other member of the public
with respect to the submitted material. Accordingly, any part of such
material which could be freely used by any member of the public may be used
by you without liability to me or any other party claiming from or through
me. In addition, I agree to the terms and conditions of Producer’s (or its
affiliate’s) privacy policy on the ShakeShock.com Website (as defined in
the Application), and agree to be bound by the terms thereof.
b.
I understand and agree that your use of
material similar to or identical with the submitted material or containing
features or elements similar to or identical with those contained in the
submitted material shall not obligate you to negotiate with me nor entitle
me to any compensation or other entitlement if you determine that you have
an independent legal right to use such other material (either because,
e.g., such features or elements were not new or novel, or were not originated
by me, or were or may hereafter be independently created by or submitted to
you); provided your determination with respect to such independent legal
right shall be subject to the provisions of Paragraph 6 below.
5.
I represent and warrant that I alone directed
(as that term is commonly used in the motion picture and television
industry) the Submission. I further represent and warrant that the
description provided above is true and accurate and that I own the
submitted material, free of any lien or encumbrance; that it is original
with me and not based on any other material or source; that the use and
exploitation thereof will not violate or infringe any third party rights;
and that I have the right to submit and to offer such material to you
without obligation to any third party. I further represent and warrant that
I have obtained all necessary rights to grant you the right and/or to
permit you to use the submitted material in connection with The
ShakeShock.com Website or otherwise, in any and all media now known or
hereafter devised, throughout the universe in perpetuity, and that I have
all production, distribution and/or exploitation rights in and to the
submitted material, including, without limitation, all rights to the
likenesses, names, voices, biographical information and performances of any
actors or other persons incorporated in the submitted material, any
locations, any artwork, any logos or other intellectual property, and any
and all other elements or content in the submitted material. I further
represent that either (a) I have obtained all necessary rights to grant you
the right and/or to permit you to use all music and scoring incorporated in
the submitted material as set forth herein, or (b) that I have notified you
that I have not obtained all necessary rights to grant you the right and/or
permit you to use all music and scoring by (i) submitting a Mailed
Submission (as defined in the Application) and (ii) checking “NO” when
asked at the conclusion of the Application. I further represent and warrant
that I am competent to agree to all of the provisions in this Agreement.
6.
I agree that no obligation of any kind is
assumed by or may be implied against you (including, without limitation,
any obligation to pay money) by reason of your receipt or potential or
actual review of the submitted material or any discussions or negotiations
I may have, except pursuant to an express written agreement which may
hereafter be executed by you, on the one hand, and me, on the other hand.
Without limiting the foregoing, I specifically acknowledge and agree that
(a) I do not and will not under any circumstances have any so-called “idea
submission” or similar claim against you, and (b) you are free
to use (i.e., you will not owe me any money or other obligation for using)
any portion of the submitted material.
7.
If there is any dispute arising out of
this agreement, including the substance, validity, operation, or breach
hereof (including, but not limited to: if you should determine that you
have the independent legal right to use material which, in whole or part,
is similar to or identical with the submitted material, without entering
into a written agreement for compensation to me, and if you proceed to use
the same and if I disagree with your determination), the dispute between us
shall be determined solely by submitting such to arbitration in Los
Angeles, California, before an arbiter mutually selected by the parties who
is experienced in the field with respect to the use of material similar to
the submitted material; or, if we cannot mutually agree, then such arbiter
shall be selected in accordance with the Commercial Arbitration rules of
the American Arbitration Association. The arbitration shall be controlled
by the terms of this agreement, and any award favorable to me shall be
limited to the fixing of compensation for your use of the submitted
material, which shall bear a reasonable relation to compensation normally
paid by you and by ShakeShock.com for similar material taking into account
the relative stature of the owner or author of similar materials. Such
award will provide for each party, respectively, to bear its own costs of
arbitration and attorneys’ fees. The pendency of the arbitration, the
proceedings, any evidence or other material, and the award shall be
maintained and remain confidential, except that an award may be confirmed
by a court of competent jurisdiction provided no award which has been fully
satisfied within 14 days of its issuance may be so confirmed.
8.
I assume full responsibility for any loss
of the submitted material for any reason including, but not limited to,
whether it is destroyed in connection with my electronic submission, mailed
submission or otherwise. You shall have no obligation to read or consider
the submitted material or to return the submitted material to me.
9.
Except as otherwise provided in this
agreement, I hereby release you to the maximum extent allowed by law of and
from any and all claims, costs, demands and liabilities of every kind
whatsoever, known or unknown, that may arise in relation to the submitted
material or by reason of any claim now or hereafter made by or through me
or on my behalf (even though I realize that such might be based on facts or
circumstances not now known or suspected by me to exist, which if known or
suspected, would have materially affected our decision to enter into this
agreement) that you have used or appropriated the submitted material.
Without limiting the foregoing, I further expressly waive and release all
rights to seek and/or obtain injunctive or other equitable relief
(including rescission hereof) against you, in connection with this
agreement and any exploitation of the submitted material and in connection
with any other material, whether or not in whole or part identical with or
similar to the submitted material.
10.
I agree to indemnify you and hold you
harmless from and against all liability, actions, claims, demands, losses
or damages (including attorneys’ fees and punitive damages) caused by or
arising out of your use of the submitted material in any manner permitted
by me herein, or as a result of any breach or alleged breach of any of my
representations or warranties herein, including, but not limited to, those
set forth in Paragraph 5, above.
11.
I am not now, nor have been in the past,
an employee or an independent contractor of Producer, ShakeShock.com, or
any of their parents, subsidiaries or affiliates.
Nothing in the release or application
process is intended to create an employment relationship between the participant
and Producer, or ShakeShock.com, and participant agrees that by submitting
an Application to be considered as a participant, no such employment
relationship is created or implied.
12.
Should any provision of this agreement be
void or unenforceable, such provision shall be deemed omitted, and this
agreement with such provision omitted shall remain in full force and
effect.
13.
This agreement is entire and shall be
binding on the parties’ respective successors, assigns, licensees and all
affiliated and related parties. No statements or representations have been
made except those expressly stated in this agreement. This agreement may be
modified only by subsequent written agreement. “I,” “me” and “my” refers to
the party submitting the material to you.
14.
“You” and “your” refers to Producer,
ShakeShock.com, and their respective parents, subsidiaries, successors,
assigns, affiliates, licensees, and the respective owners, officers,
directors, members, contractors, agents and employees of each of the
foregoing. You may freely assign, in whole or in part, your rights
hereunder.
15.
This agreement will be interpreted in
accordance with the laws of the State of California applicable to agreements
entered into and fully performed therein by residents of said State.
Very
truly yours,
Signature:
______________________________
Date:
_________________________________
Name
(please type or print clearly):
____________________________________
Title
of Short Dockey: _____________________________
Title
of Classic Poem Short was based on: ________________________
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