Last Updated: January 31, 2018
YOU MUST READ, UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE TERMS OF THIS SUBMISSION AGREEMENT PRIOR TO SUBMITTING ANY MATERIALS (AS DEFINED BELOW) TO COMPANY (AS DEFINED BELOW). 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 BY ANY MEANS, INCLUDING VIA VERBAL PITCH, OR ELECTRONIC OR PHYSICAL MAIL DELIVERY.
The terms of this Submission Agreement (“Agreement”) apply to your use of the website located at www.crypttv.com and any and all related sites, contact information and included services and features (the “Site”) for purposes of submitting personal information, professional information, ideas for literary or entertainment programming, audio, audiovisual, photographic and/or other works or content, stories, formats, plots, scripts, takes, 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 Site for the purpose of submitting Materials is provided by The Crypt Holdings, Inc., a Delaware corporation and/or its parent, subsidiaries and affiliates (collectively, “Company”). Use of the Site for purposes of submitting Materials constitutes your acknowledgement and acceptance of the terms of this Agreement, which shall take effect upon and in relation to such submission(s).
In this 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
Thank you for your interest in pitching and/or submitting Materials 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 relation to that process. We receive, develop, produce and distribute a high volume of projects both through Company personnel and relationships with third parties. For that reason, we are unable to give consideration to any Materials unless you fully adhere to the following guidelines, make the following representations and warranties and agree to the terms and conditions set forth herein. This helps to avoid misunderstandings as to your and Company’s respective rights and obligations with respect to submitted Materials.
FORM OF SUBMISSIONS
Unless otherwise agreed in writing by authorized Company personnel, Company will only accept Materials in written and/or recorded form (e.g., no verbal pitches). Any and all submissions made in other forms, except as otherwise agreed by Company in writing, shall be deemed Noncompliant Submissions (as defined below). In the event Company agrees to a verbal pitch, you may be required to execute additional documentation prior to such pitch.
Company will only accept submissions of Materials if you comply with all of the following requirements:
- Provide all required information, in true and complete form, as required on the submissions page of the Site;
- Agree to and accept the terms and conditions of this Agreement by checking the box under the acknowledgement reading “I have read and understood and agree to be bound by the terms and conditions of the Agreementabove” where indicated on the submissions page of the Site; and
- Acknowledge that you are at least eighteen (18) years of age by checking the appropriate box where indicated on the submissions page of the Site.
Materials submitted in compliance with the above requirements are referred to herein as “Permitted Submissions.”
Materials which are submitted to Company, but NOT in compliance with all of the requirements above, are referred to herein as “Noncompliant Submissions.” We do not knowingly accept, via the Site or otherwise, Noncompliant Submissions. Company’s policy is to simply delete Noncompliant Submissions and all Materials which are submitted as part thereof, without reading, reviewing or forwarding them to other Company staff or affiliates, or third parties. For the avoidance of doubt, even if a submission of Materials made now is a Permitted Submission, if further Materials are submitted to Company separately or at a later time and such submission does not quality as a Permitted Submission, those submitted Materials will be deemed part of a Noncompliant Submission.
If the Materials, or any part thereof, are based on, derivative of or relate to any property owned, in whole or in part, by Company (“Company-Owned Property”), no rights in or to any Company-Owned Property are granted to you by virtue hereof or pursuant hereto, and you have no right to make any use whatsoever of any such Materials, or applicable part thereof, beyond the pitch and/or submission being made to Company pursuant hereto.
UNPROTECTED VS. PROTECTED MATERIALS
Notwithstanding anything to the contrary in this Agreement, Company may use, without any obligation whatsoever to you and without any payment whatsoever to you, the Materials, or any part thereof or ideas therein, to the extent that such Materials, part or idea (collectively, “Unprotected Material”): (i) is similar or identical to, or contains significant elements encompassed in, a concept or work under consideration, in development, in production or independently created by Company or Company personnel, or which Company has completed or delivered, or to which Company has otherwise obtained the rights, at the time of your pitch or submission; (ii) is derivative of or related to Company-Owned Property; (iii) is not unique, novel, original and concrete as to be entitled to intellectual property protection under applicable law; (iv) has been made public by anyone at the time of your submission or otherwise is in the public domain; (v) would be freely usable by a third person if it had not been accepted as a submission or the subject of any applicable binding agreement; or (vi) is not protected by U.S. copyright law. If all or any part of the Materials does not fall into the category of Unprotected Material, such Materials or part thereof, if any, shall be referred to herein as “Protected Material.”
USE OF PROTECTED MATERIAL
Without limitation anything to the contrary herein, in the event Company wishes to use any Protected Material in a work to be distributed or otherwise released to the public, Company will negotiate with you in good faith concerning the appropriate terms for such use or contemplated use.
ACKNOWLEDGEMENTS PERTAINING TO SUBMITTED MATERIALS
Whether submitted Materials are characterized as Permitted Submissions or Noncompliant Submissions pursuant to the terms and conditions of this Agreement, you acknowledge, understand and agree that:
- Company and Company’s personnel have access to, may create, may have created, or may be in the process of creating materials and/or ideas which may be similar or identical to the Materials in theme, idea, plot, format and/or other respects, and/or which may involve or contain similar or identical stories, characters, arcs, sequences, settings or other elements. As such, you will not be entitled to any compensation because of the use of any such similar or identical materials that may have been independently created by Company or any of Company’s personnel, or which may have come to Company or any such Company personnel by way of any independent source, whether before or after the date you acknowledge this Agreement. In any dispute arising from any alleged use of the Materials, or any part thereof or ideas therein, you will bear the burden of proving that Company used such Materials (and that Company did not independently create the alleged similar or identical materials or ideas, or derive or obtain them from an independent source). No presumption or inference of copying or use shall arise or be asserted by virtue of: (i) any similarity between Company’s work and the Materials; or (ii) the fact that you pitched or submitted the Materials to Company, or that Company had access to such Materials;
- No contract or obligation of any kind, other than those arising pursuant to the express terms of this Agreement, is assumed by Company or may be implied against Company by reason of Company’s review of the Materials and/or any discussions or negotiations which may be had between you and any Company personnel. Neither your pitching or submission of the Materials pursuant to this Agreement, nor Company’s review thereof or use of Unprotected Material, constitutes or creates an implied-in-fact or implied-in-law contract, even if there exists an industry custom or practice to the contrary. Without limiting the foregoing, the terms of this Agreement shall control the rights and obligations of you and Company with regard to the Materials, however disclosed or provided to Company, including, without limitation, verbal discussion, handwritten notes, diagrams and/or renderings, whether created by you or by Company, or by your or its respective agents, and notwithstanding any legends, markings or other restrictions embodied in, attached to or accompanying such Materials;
- Materials submitted to Company may not be returned. You have retained at least one (1) copy of the Materials and hereby release Company of and from any and all liability of loss of, or damage to, the copy or copies of the Materials submitted to Company pursuant hereto. Company has no obligation to furnish you with information relating to the results of Company’s evaluation of the Materials or reason for not proceeding further;
- Nothing contained in this Agreement, or the fact of your pitch or submission of Materials pursuant hereto, shall be deemed to place Company in any different position than anyone else to whom you have not pitched or submitted the Materials with respect to any portion thereof which constitutes Unprotected Material, and nothing herein shall be deemed a waiver of Company’s right to contest the validity of your purported copyrights, trademarks or other intellectual property rights in and to the Materials, including, without limitation, Protected Material; and
- Other than as expressly set forth herein, no confidential or fiduciary relationship now exists between you and Company, and no such relationship is established by reason of your pitching or submitting Materials to Company.
WAIVERS & RELEASES
As detailed above, Company does not accept Noncompliant Submissions. If Noncompliant Submissions are sent to Company via the Site or otherwise, all Materials which are part of such Noncompliant Submissions become the property of Company and may be used, copied, licensed, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or disposed of, as Company sees fit in its own discretion. You agree that you are not entitled to any compensation, credit or notice whatsoever with regard to Noncompliant Submissions and that by sending Noncompliant Submissions you waive the right to make any claim against Company relating to all Materials which are part of such Noncompliant Submissions, including, without limitation, copyright infringement, trademark infringement, unfair competition, breach of implied contract or breach of confidentiality.
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 MATERIALS OR ANY PORTION OF MATERIALS WHICH ARE PART OF ANY NONCOMPLIANT SUBMISSION.
REPRESENTATIONS, WARRANTIES & INDEMNIFICATION
You hereby irrevocably represent, warrant, covenant and agree as follows: (i) you have the full right, power and authority to enter into this Agreement and pitch and/or submit the Materials to Company subject to the terms and conditions set forth herein, each of which shall be binding not only on you but on any and all persons and/or entities on whose behalf you are acting; (ii) the consent of no other person or entity is necessary for you to enter into and fully perform under this Agreement; (iii) except to the extent of Company-Owned Property made available by (or on behalf of) Company or Materials in the public domain, the Materials shall be wholly original with you and shall not infringe upon or violate any rights of any kind whatsoever of any person or entity, including, without limitation, rights affecting copyright, patent, trademark, unfair competition, contract, or, to the best of your knowledge (or that which you should have known in the exercise of reasonable diligence), defamation, privacy or publicity; and (iv) you are at least eighteen (18) years of age and otherwise have full capacity to enter into, be fully bound by and fully perform under this Agreement. You agree to indemnify, defend and hold harmless Company, its parent, related and affiliated entities, subsidiaries, successors, assigns and licensees, and the officers, directors, members, shareholders, owners, employees, representatives and agents of each of the foregoing (collectively, the “Indemnified Parties”), from and against all third-party claims, demands, causes of action, costs, expenses, losses, damages and judgments, including, without limitation, reasonable outside attorneys’ fees and reasonable outside expert witness fees, arising out of or resulting from any breach of your representations, warranties, obligations or agreements hereunder. Further, if any third party brings a claim against any or all of the Indemnified Parties related to your use of, or actions through, or content or information submitted through, the Site, including, without limitation, the Materials, you will indemnify and hold such Indemnified Parties harmless from and against all such claims, demands, causes of action, costs, expenses, losses, damages and judgments, including, without limitation, reasonable outside attorneys’ fees and reasonable outside expert witness fees, arising out of or resulting therefrom.
This Agreement, all terms hereof and all confidential or proprietary information belonging or pertaining to Company which you create or obtain by virtue hereof or further engagement with Company, including, without limitation, any and all information, communications and/or documents, whether currently existing or which may come into existence at a later time, by or through any means, whether now known or later devised, which qualify as a “trade secret” pursuant to the California Uniform Trade Secrets Act, and any and all feedback, dealings and/or communications, by or through any means, between you and Company, shall be treated as strictly confidential.
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 MATERIALS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GOVERNING LAW & ARBITRATION
The laws of the State of California will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. 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 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 Agreement, but shall have the authority to order damages pursuant to this 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 outside attorneys’ fees) in connection with the arbitration; and (vi) the Parties may enforce the final arbitration award in any court of competent jurisdiction. The arbitrator shall enter a protective order upon commencement of arbitration specifying the process for maintaining confidentiality, with such order to be entered into the preliminary order and included in any final award, including, without limitation, how information will be exchanged, how confidential information will be identified, how distribution of confidential information may be limited, and steps for ensuring all third parties (e.g., witnesses, experts, etc.) are bound by confidentiality terms. Other than as required by applicable law or otherwise required for a Party to enforce or obtain such Party’s arbitration award, the fact and details of any arbitration hereunder, all documents and information obtained or developed as part thereof, and the involvement of third parties and documents and information received or provided by such third parties in relation thereto, and all Confidential Information, shall be maintained as strictly confidential to the maximum extent permitted by law. 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 where available pursuant to the terms of this Agreement, 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.
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 Agreement and to give full effect to the intention of the Parties as set forth herein.
Company may freely assign this 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. You may not assign this 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 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 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.
LIMITATION ON REMEDIES
In the event of any failure or omission by Company constituting a breach hereunder and with regard to any claim based on your pitch and/or submission of the Materials to Company and/or Company’s use thereof, in whole or in part, your rights and remedies shall be limited to the right, if any, to obtain damages at law, and you shall have no right to seek or obtain injunctive or other equitable relief, or to rescind or terminate this Agreement or any of Company’s rights hereunder. Neither Party shall be deemed in breach of this Agreement unless and until said Party receives written notice from the other specifying the alleged breach and unless said Party fails to cure such alleged breach within ten (10) business days after receipt of such notice.
Except as otherwise expressly set forth herein, this Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings between the Parties relating thereto. This 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 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 Agreement may not be modified or amended except by written agreement signed by the Party to be charged. This 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 Agreement are for the convenience of the Parties and shall not be considered in the construction of this Agreement or the Parties’ intent.
RIGHT TO INDEPENDENT COUNSEL
YOU acknowledge that YOU HAVE been represented by independent counsel OF YOUR CHOOSING or HAVE had the unrestricted opportunity to be SO represented for purposes of advising YOU in connection with the negotiation and execution of this Agreement. If YOU HAVE not been SO represented, YOU HEREBY acknowledge that SUCH ELECTION WAS MADE solely by YOU without any interference by COMPANY or any person or entity related thereto.
Please contact us at: [email protected] with any questions regarding this Agreement.
You acknowledge that by clicking the box under the acknowledgement reading “I have read and understood and agree to be bound by the terms and conditions of the Agreement above” where indicated on the submissions page of the Site, you have irrevocably agreed to be bound by the terms and conditions of this Agreement. The foregoing acknowledgement shall for all purposes be treated as if your signature was delivered containing an original manual signature and shall be binding on you as though an original signed copy had been delivered in person.