Last Updated: June 6, 2017
YOU MUST READ, UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT PRIOR TO SUBMITTING ANY MATERIALS (AS DEFINED BELOW) TO COMPANY (AS DEFINED BELOW) THROUGH THE WEBSITE (AS DEFINED BELOW) OR ANY SERVICES AVAILABLE THROUGH THE WEBSITE.
BY UTILIZING SERVICES AVAILABLE THROUGH THE WEBSITE WHICH ALLOW FOR SUBMISSION OF MATERIALS TO COMPANY, YOU ACKNOWLEDGE YOUR UNDERSTANDING OF AND AGREEMENT TO THE TERMS OF THIS SUBMISSION AGREEMENT. PLEASE READ THIS SUBMISSION AGREEMENT CAREFULLY.
IF THE TERMS OF THIS SUBMISSION AGREEMENT ARE NOT UNDERSTOOD AND ACCEPTED IN FULL, YOU DO NOT HAVE PERMISSION TO SUBMIT MATERIALS TO COMPANY THROUGH THE WEBSITE OR BY ANY OTHER MEANS, INCLUDING, WITHOUT LIMITATION, VIA ELECTRONIC OR PHYSICAL MAIL OR DELIVERY.
The terms of this Submission Agreement (“Submission Agreement”) apply to your use of the website located at www.crypttv.com and any and all related and/or affiliated sites, contact information and included services and features (collectively, the “Website”) for purposes of submitting any and all personal information, professional information, ideas for entertainment programming, audio, audiovisual, photographic and/or other works or content, stories, formats, plots, scripts, treatments or other literary materials, characters, drawings, or any other information, ideas, proposals, suggestions or content which you voluntarily submit to Company (collectively, “Materials”).
Access to and use of the Website for the purpose of submitting Materials is provided by The Crypt Holdings, Inc., a Delaware corporation (“Company”) and/or its affiliates. Use of the Website for purposes of submitting Materials constitutes your acknowledgement and acceptance of the terms of this Submission Agreement, which shall take effect upon such submission(s).
In this Submission Agreement, the user submitting Materials is defined as “you” or “your,” and Company may also be referred to as “we,” “us” or “our.”
PURPOSE OF THIS SUBMISSION AGREEMENT
We understand that you wish to submit Materials which you think may be of interest to us. While we desire to take every reasonable opportunity to discover great ideas and content and work with new creators, we have found certain precautions necessary in receiving Materials in order to avoid any misunderstandings as to what your and Company’s respective rights and obligations are with respect to submitted Materials.
With regard to submissions made which are not in full accord with this Submission Agreement and the submission process as provided for through the Website (“Unsolicited Submissions”), Company does not knowingly accept, via the Website or otherwise, Unsolicited Submissions, including, without limitation, submissions of personal information, professional information, ideas for entertainment programming, audio, audiovisual, photographic and/or other works or content, stories, plots, scripts, treatments or other literary materials, characters, drawings, or any other information, ideas, proposals, suggestions or content. Company's policy is to simply delete any such Unsolicited Submission without reading, reviewing or forwarding them to other Company staff, staff of Company’s affiliated companies or other individuals. Therefore, any similarity between an Unsolicited Submission and any elements in any Company or affiliated company creative work, including, without limitation, any video, film, show, series, character, story, artwork, product, title or concept would be purely coincidental. If Unsolicited Submissions are sent to Company via the Website or otherwise, however, such Unsolicited Submissions and copyrights therein become the property of Company, in perpetuity and throughout the universe, and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Company sees fit. You agree that you are not entitled to any compensation, credit or notice whatsoever and that by sending an Unsolicited Submission you waive the right to make any claim against Company or affiliated companies relating to Unsolicited Submissions, including, without limitation, copyright infringement, trademark infringement, unfair competition, breach of implied contract or breach of confidentiality.
ACCEPTANCE OF SUBMISSIONS
Company will only accept submissions of Materials if all of the following guidelines are fully complied with:
- • Prior to submitting Materials, you must agree to and accept the terms and conditions of this Submission Agreement and acknowledge such agreement and acceptance by checking the “I Accept” box where indicated on the Website;
- • Prior to submitting Materials, you must acknowledge that you are at least eighteen (18) years of age by checking the appropriate box where indicated on the Website; and
- • Once you have provided all required information, reviewed this Submission Agreement and checked the required boxes discussed above, you must press the “Submit” button where indicated on the Website, which shall be deemed a full acknowledgement by you that you understand, acknowledge and agree to the terms and conditions of this Submission Agreement.
REPRESENTATIONS AND WARRANTIES
You hereby warrant and represent that: (i) the information you have provided to Company through the Website as part of the submission process is accurate and complete; (ii) the Materials are your own original work, that you have not copied or derived any portion of the Materials from any other person or entity, and that you have the complete legal right to submit the Materials to Company for evaluation, licensing, use and/or acquisition, without violating the rights of any third party; (iii) you have written, executed releases and consents from any and all participants, if any, that appear in the Materials, and have cleared any and all third party elements and materials in the Materials; (iv) you have paid all amounts payable and performed all other obligations in order to comply with sub-section (iii) above; (v) nothing in the Materials is untrue, obscene, libelous, slanderous, blasphemous or defamatory, or infringes any person’s or entity’s rights, including, without limitation, copyrights, contracts, moral rights, trademarks, right of privacy, right of publicity or any other rights whatsoever of any third party; (vi) you have the full power and authority to enter into this Submission Agreement and grant the rights granted pursuant hereto, and the consent of no other person or entity is necessary in order for you to enter into and fully perform under this Submission Agreement; (vii) you waive any and all so-called moral rights you may have in the Materials; and (viii) you are at least eighteen (18) years of age and otherwise have full capacity to enter into, fully perform and be fully bound by this Submission Agreement.
As consideration for your acceptance of the terms and conditions set forth in this Submission Agreement, Company agrees to permit submission of the Materials subject to the terms and conditions of this Submission Agreement. You acknowledge the receipt and sufficiency of the aforementioned consideration.
FORM OF SUBMISSIONS
Company will only accept the submission of Materials in written and/or recorded form (e.g., no verbal pitches). Any and all submissions made in other forms shall be deemed Unsolicited Submissions.
MATERIALS NOT CONFIDENTIAL
You acknowledge, understand and agree that Company may disclose the Materials to its employees, independent contractors, affiliates and other parties, in Company’s sole discretion. It is acknowledged, understood and agreed that no confidential relationship is entered into by reason of Company’s receipt and/or consideration of the Materials, or by reason of any oral or written communications between any parties, including you, your agents, Company or any party affiliated with Company.
You acknowledge, understand and agree that Company, its employees, independent contractors, agents and other parties affiliated with Company develop many ideas for the development, production and exploitation of entertainment programming and properties, some of which may be similar to the Materials. An idea that is new to you may not be new to Company, and similar or identical ideas may be conceived by Company or its affiliates independently.
ACCORDINGLY, YOU WAIVE ANY CLAIM YOU MAY HAVE AT ANY TIME THAT COMPANY MISAPPROPRIATED OR INFRINGED ANY IDEAS, CONTENT OR OTHER ELEMENTS CONTAINED OR SET FORTH, IN WHOLE OR IN PART, IN THE MATERIALS OR ANY PORTION OF THE MATERIALS THEMSELF.
SUBMISSIONS NOT RETURNED
Company does not assume any obligation to return the Materials to you once submitted. You should, therefore, keep a duplicate of the Materials, as well as a copy of this Submission Agreement.
No agreement for compensation shall be implied from Company’s receipt, consideration or review of the Materials. However, should Company elect to use any portion of the Materials which are legally protected and not an Unsolicited Submission, Company shall negotiate appropriate compensation with you in good faith prior to such use.
Any consideration of the Materials or negotiations to purchase or otherwise exploit the Materials, in whole or in part, does not waive Company’s right to contest the validity of your copyrights, trademarks or other intellectual property rights in and to the Materials.
You acknowledge, understand and agree that Company has no liability to you if the Materials are not accepted or otherwise exploited by Company, and that Company has no obligation whatsoever to make any use of or otherwise exploit the Materials.
LIMITATION ON LIABILITY
IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR SUBMISSION OF THE MATERIALS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE WEBSITE AND/OR COMPANY SERVICES.
YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE AND RELEASE COMPANY FROM ANY CLAIM, ACTION OR DEMAND YOU MAY HAVE AT ANY TIME ARISING OUT OF OR IN CONNECTION WITH SUBMISSION OF THE MATERIALS OR THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT.
The laws of the State of California will govern this Submission Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
ARBITRATION AND DISPUTES
You agree that, except as otherwise expressly set forth herein, any dispute between you and Company or its affiliates (each a “Party” and, collectively, the “Parties”) arising out of or relating to this Submission Agreement (including the arbitrability thereof) shall be resolved solely by final and binding arbitration, before a single neutral arbitrator experienced in the entertainment industry, in Los Angeles, California, pursuant to the rules of JAMS and in accordance with the following provisions: (i) witness lists, production of documents and subpoenas in any arbitration shall be in accordance with Section 1280 et. seq. of the California Code of Civil Procedure; (ii) the Parties shall participate in an exchange of information before the hearing, and, if any such discovery is not voluntarily exchanged among the Parties, the Party desiring such discovery may apply to the arbitrator at the outset of the arbitration for particular discovery requests, which the arbitrator may deny only to the extent it is unreasonable or is intended to unduly delay the prompt conclusion of the arbitration; (iii) the Parties agree to service of process upon them in accordance with the rules and/or procedures of JAMS and agree to personal jurisdiction and to the venue set forth herein; (iv) in reaching a decision, the arbitrator shall have no authority to change, extend, modify, or suspend any of the terms of this Submission Agreement, but shall have the authority to order damages pursuant to this Submission Agreement, to the extent such have not been waived; (v) in rendering a decision, the arbitrator shall provide for the prevailing Party to have the right to recover from the other Party such prevailing Party's costs and expenses (including, without limitation, reasonable attorneys' fees) in connection with the arbitration; and (vi) the Parties may enforce the final arbitration award in any court of competent jurisdiction. By agreeing to arbitrate, all Parties are waiving their right to a jury trial. The decision of the arbitrator shall be final and binding on all Parties and their respective heirs, executors, administrators, successors and assigns. An action to secure a judicial confirmation of the arbitration award may be brought in any state or federal court of competent jurisdiction. Notwithstanding anything to the contrary herein, arbitration hereunder shall not, in any event: (a) prevent Company from seeking and obtaining equitable relief, including, without limitation, prohibitory or mandatory injunctions, specific performance or extraordinary writs, in any court of law or equity having jurisdiction; (b) prevent a Party from joining any other Party as a defendant in any action brought by or against a third party; or (c) prevent a Party from filing a legal action to compel arbitration under the arbitration provisions hereof.
If any third party brings a claim against Company or its affiliates arising out of or resulting from any breach of your representations, warranties, obligations or agreements hereunder, or arising out related to your use of, or actions through, or content or information submitted through, the Website, including, without limitation, the Materials, you will indemnify and hold Company and its affiliates harmless from and against all damages, losses, and expenses of any kind, including reasonable legal fees and costs, related to such claim.
YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUBMISSION AGREEMENT.
You agree to execute all documents, take all actions and assist Company as required to implement the terms and conditions of this Submission Agreement and to give full effect to the intention of the Parties as set forth herein.
Company may freely assign this Submission Agreement and assign or license any of Company’s rights and/or obligations hereunder to any third party, and any such assignment or license shall be binding upon you and inure to the benefit of Company, its successors, licensees and assigns. Upon such assignment by Company, Company shall be released and discharged of and from any and all of its duties, obligations and liabilities hereunder which relate thereto. You may not assign this Submission Agreement or delegate the performance of your obligations hereunder to any person or entity, and any purported assignment or delegations shall be deemed void ab initio.
CUMULATIVE WAIVERS AND REMEDIES
The rights and remedies this Submission Agreement confers on Company are cumulative and without prejudice to Company’s rights and remedies pursuant to statute or common law, and may be exercised as often as Company deems appropriate. The rights and remedies of Company, whether arising under this Submission Agreement, statute or common law, shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; any failure to exercise any of these rights or remedies shall not operate as a waiver or variation of that or any other such right or remedy; any defective or partial exercise of any such right or remedy shall not preclude any other or further exercise of that or any other such right or remedy; and no act or course of conduct or negotiation on the part of Company, or on its behalf, shall in any way preclude Company from exercising any right or remedy, or constitute a suspension or variation of any such right or remedy.
Except as otherwise expressly set forth herein, this Submission Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings between the Parties. This Submission Agreement shall be binding upon the Parties and their respective successors, heirs, and permitted assigns. In the event that any provision or text of this Submission Agreement or portion thereof shall be held invalid or unenforceable by a competent authority, all other provisions and text hereof (as well as the portion of the invalid or unenforceable provision or text that is not invalid or unenforceable) shall continue in full force and effect. This Submission Agreement may not be modified or amended except by written agreement signed by the Parties. This Submission Agreement does not and shall not be construed to create a partnership or joint venture between the Parties, and no party is intended to be or shall be a third-party beneficiary hereof. The headings used in this Submission Agreement are for the convenience of the Parties and shall not be considered in the construction of this Submission Agreement or the Parties’ intent.
Please contact us at: [email protected] with any questions regarding this Submission Agreement.