PLEASE READ CAREFULLY. THIS IS A CONTRACT BETWEEN YOU AND CULPRIT CREATIVE, LTD (“COMPANY”). COMPANY DOES NOT ACCEPT ANY UNSOLICITED MATERIALS. BY SUBMITTING ANY UNSOLICITED MATERIALS (“MATERIALS”) TO COMPANY YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DISAGREE WITH ANY OF THE TERMS THAT FOLLOW OR DO NOT AGREE TO BE BOUND BY ALL SUCH TERMS, DO NOT SUBMIT ANY MATERIALS TO COMPANY.
Company, as a matter of policy, can accept and review the materials only if you agree to the terms and conditions in this agreement. You acknowledge that in accordance with Company’s established policy, Company has refused to accept, review, examine or otherwise evaluate the Materials without your acceptance of all of the provisions of this agreement, and that you have not submitted the Materials to Company before entering into this agreement. You recognize that Company is in the business of developing or causing to be developed technology, ideas, and creative, audiovisual, motion picture, television, literary, musical, video or other artistic materials, and that among such materials (collectively, the “Company Materials”) may be materials similar to the Materials. You further understand and agree that Company has access to or may receive numerous submissions of ideas, proposals, formats, stories, suggestions and the like, and you also recognize that Company has access to and/or may create materials or have created materials and ideas which may be similar or identical to the Materials in theme, idea, format or other respects. You agree that you will not be entitled to any compensation because of any use by Company of any such similar or identical material which may have been independently created by Company or may have come to Company from any other source. You understand and agree that no confidential relationship is established by my submitting the Materials to Company. You hereby agree to waive, and not to assert or maintain against Company, its parent entities, members, employees, officers, directors, subsidiaries, licensees, successors, assigns and affiliates (collectively, the “Released Entities”) any claim, suit or demand of any kind based on any actual or alleged similarity between any of the Materials and any Company Materials (whether already existing or hereafter created) and/or with regards to the use of ideas independently developed by the Released Entities that are demonstrably similar to the Materials. You further agree that you will acquire no rights of any kind with respect to any of Company’s past, present or future products or properties by virtue of your submission of any Materials and any part of the Materials which does not in itself constitute legally protectable intellectual property may be used by Company without any liability to me and that under no circumstances will Company’s acceptance and/or review of the Materials interfere with or impede Company’s ability to continue carrying out its regular business activities in any manner it chooses. You represent and warrant that you have the right and authority to submit the Materials to Company upon the terms and conditions stated in this agreement, and that the Materials do not and shall not infringe on any rights of any third party, and no consent, permission or license is required from any third party for Company’s use of the Materials under this agreement. You agree to indemnify and hold the Released Entities harmless from and against any and all loss, cost, liability or expenses (including without limitation court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of any of the representations and warranties made by you in this agreement and/or from any claim that Company’s possession and/or review of the Materials infringes any proprietary or other right of any third party. You have retained at least one copy of the Materials, and you hereby release the Released Entities from any and all liability for any loss, or damage of or to the copies of the Materials submitted to Company hereunder. You understand that Company is not, and does not anticipate becoming, a signatory to any union or guild or other collective bargaining agreement that may be construed to relate to this agreement; you therefore understand that no collective bargaining agreement grants rights separate from or supplemental to this agreement. This agreement is the entire agreement between you and Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between me and Company, whether written or oral, express or implied. Should any provision of this agreement (or part thereof) be found to be void or unenforceable, such provision (or part thereof) shall be deemed omitted, and this agreement shall otherwise remain in full force and effect. This agreement is governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California, and the parties hereby agree to the exclusive jurisdiction of California state courts and any federal court sitting in the city of Los Angeles, California, and exclusive venue in the courts located in Los Angeles, California. Company may assign this agreement without restriction; this agreement is personal to you and may not be assigned by you without Company’s written consent. This agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and assigns of each party to this agreement. If more than one party enters into this agreement as submitter, the reference to “you”or “your” throughout this agreement shall apply to each such party jointly and severally. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document. Signatures to this agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic or pictorial appearance of the document, will have the same effect as physical delivery of the paper document bearing the original signature.