SUBMITTED MATERIALS RELEASE
By clicking here, I am submitting a photo (the “Submitted Material”) of me watching “Steve” (the “Program”) for consideration and possible use in the Program by SH Production Comopany, LLC (the “Producer”).I acknowledge and agree that, but for my agreement to the terms set forth herein, Producer would not agree to accept for consideration or use the Submitted Material.Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby acknowledge and agree to the following ( “Agreement”):
1. I shall not receive any services, compensation, funding or credit for submitting the Submitted Material to Producer and understand that Producer may use the Submitted Material.
2. I hereby grant to Producer and its respective direct and indirect parent, subsidiary, affiliated and related entities, and the respective owners, officers, directors, members, principals, agents, representatives, contractors, employees, licensees, successors and assigns of each of the foregoing, as well as any television network, television station, digital platform or other media exhibitor that exhibit or have the right to exhibit the Program (collectively, “Released Parties”), 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 and in connection with the Program or otherwise, including, without limitation, 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, without limitation, the Program.I authorize the Released Parties, and any entities affiliated, related or in privity with Released Parties, to utilize on an non-exclusive basis, throughout the universe, in perpetuity and in any manner they see fit, the Submitted Material (including without limitation use in advertising, publicity, marketing, promotional and commercial tie-in purposes in connection with the Program, all allied, ancillary and subsidiary rights therein and thereto, or any other use in connection with the Program in all media now known or hereafter devised), and to make derivative works form such materials.I agree that such use shall be freely assignable by Producer and that Producer and Producer’s assignees and licensees shall have no obligation whatsoever to me.I hereby grant Producer permission to and Producer 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 Producer’s (or Producer’s assignee’s or licensee’s) use thereof.
3. 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 Producer 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 Released Parties in any worse position than any member of the public with respect to the Submitted Material.Accordingly, without limiting any of the rights and releases I have granted herein, any part of the Submitted Material which could be freely used by any member of the public, may be used by Released Parties without liability to me or any other party claiming from or through me.
4. I represent and warrant that the description provided above is true and accurate and that (i) I either solely own the Submitted Material, free of any lien or encumbrances, or have obtained all necessary rights to grant Released Parties the right and/or to permit Released Parties to use the Submitted Material in connection with the Program or otherwise, in any and all media, now known or thereafter 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 likeness, names, voices, and biographical information incorporated in the Submitted Material, any locations, any artwork, graphics, logos or other intellectual property, and any and all other elements or content in the Submitted Material (except with respect to those elements that are from the Program that are included in the Submitted Material); (ii) it is original with me and not based on any other material or source; (iii) the use and exploitation thereof will not violate or infringe any third party rights; and (iv) I have the right to submit and to offer such material to Released Parties without obligation to any third party, and the consent of no other person or entity is required for Released Parties to fully exploit the Submitted Material as provided herein.I further represent and warrant that I will not assert, maintain or assist any other person in asserting or maintaining against Released Parties any claim, action, suit or demand of any kind or nature whatsoever related to the use of the Submitted Material, including without limitation those grounded upon copyright, trademark or patent infringement, invasion of privacy or publicity rights, other civil rights, or any other ground in connection with the use of the Submitted Material in the Program or other productions.I further represent and warrant that I am competent to agree to all of the provisions of this Agreement.
5. I agree that no obligation of any kind is assumed by Released Parties or may be implied against Released Parties (including, without limitation, any obligation to provide assistance, facilitate, pay money or fund me or any business venture) by reason of Released Parties’ receipt or potential or actual use of the Submitted Material or any discussions or negotiations I may have.Without limiting the foregoing, I specifically acknowledge and agree that: a) I do not and will not under any circumstances have or assert any so-called “idea submission” implied contract or similar claim against Released Parties; and b) Released Parties are free to use (i.e. Released Parties will not owe me any compensation, funding or other obligation for using) any portion of the Submitted Material.
6. Both Producer, on behalf of itself and the Released Parties, and I acknowledge, understand and agree that any action, proceeding or litigation concerning this Agreement or the inclusion of the Submitted Material in the Program may only be brought in Los Angeles County, California, and that, subject to the arbitration proceeding below, the courts of Los Angeles County, California, shall have exclusive jurisdiction over me and the subject matter of any such proceeding.I agree that any and all disputes, controversies or claims arising under or relating to this release or any of its terms, including without limitation the applicability of this arbitration provision, any effort by any party to enforce, interpret, construe, rescind, terminate or annul this release, or any provision thereof, any and all disputes or controversies arising under or relating to my possible appearance or participation in the Program that are not otherwise barred or released pursuant to the terms of this Agreement (collectively, “Matters”), and cannot be resolved through direct discussions, I agree to endeavor first to resolve by mediation conducted in the County of Los Angeles by JAMS or its successor (“JAMS”).If any Matter is not resolved, as set forth above, I then agree that it shall be resolved by binding arbitration conducted in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, through its Los Angeles, California office, in accordance with California law.Any such arbitration shall be conducted by a single, neutral arbitrator, who shall also be a retired judge of the state or federal court, experienced in entertainment disputes, and selected from the JAMS’ panel of arbitration proffered by its Los Angeles, California office. If the parties cannot agree upon an arbitrator after good faith discussion, the arbitrator shall be chosen by JAMS pursuant to the requirements of this paragraph.I agree that the arbitrator’s ruling in the arbitration shall be final and binding and not subject to challenge or appeal.I further agree that the arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, must be treated as confidential and must not be disclosed to any third party, except the arbitrator(s), their staff, JAMS and its staff, the parties’ legal counsel and their staff, and any experts retained by the parties.The Federal Arbitration Act (9 U.S.C. sec. 1, et seq.) or its successor statute shall apply and govern the enforcement of this arbitration clause. By agreeing to arbitration, the parties acknowledge that they have waived the right to a jury trial. I further acknowledge and agree that the business realities of television production, including the Program, create special circumstances for which Released Parties must be able to maintain the ability to seek injunctive relief and/or other equitable relief and provisional remedies.Accordingly, I agree that nothing in this paragraph or in any of the applicable JAMS rules, shall prevent Released Parties from seeking relief outside of arbitration.I hereby expressly agree that Released Parties shall be entitled to injunctive and other equitable relief pursuant to California Code of Procedure section 1281.8 and any successor or similar statute.
7. I assume any and all responsibility for any loss of the Submitted Material for any reason whatsoever, including without limitation, its destruction in connection with electronic submission (if permitted), mailed submission or otherwise.Released Parties shall have no obligation to view or use the Submitted Material, or to return them to me.
8. I hereby release the Released Parties to the maximum extent permitted by law of and from any and all claims, costs, demands and liabilities of every kind and nature, 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, regardless of whether such claim is based on facts or circumstances not now know or suspected by me to exist, which if known would have materially affected my decision to enter into this Agreement) that Released Parties have used or appropriated the Submitted Material.I have read section 1542 of the California Civil Code which provides:
A GENERAL RELEASE DOES NOT EXEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Notwithstanding this provision, this Agreement shall constitute a full and complete release, accord and satisfaction of each and every claim released hereunder that I have or may have, at any time, against Released Parties.To the maximum extent permitted by law, I knowingly and voluntarily waive section 1542 above, as well as any other statute, law or rule of similar effect of any jurisdiction throughout the world, and acknowledge and agree that this waiver is an essential and material term of this Agreement.I represent that I understand and acknowledge the significance and consequence of the releases I have made herein and of my waiver of rights.Without in any way limiting the foregoing, I further expressly waive and release all rights to seek and/or obtain injunctive or other equitable relief (including recession of any part of this Agreement) against the Released Parties, in connection with this Agreement and the exploitation of the Submitted Material and in connection with any other material, whether in whole or part identical or similar to the Submitted Material.
9. I agree to defend (at Released Parties discretion), indemnify Released Parties and hold Released Parties harmless from and against all liability, actions, claims, demands, losses and damages (including attorney fees, costs and punitive damages) caused by or arising out of Released Parties’ use of the Submitted Material or any rights granted by me herein in any manner, 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 4, above.
10. I am not now, nor have been in the past twelve (12) months, an employee or an independent contractor of Producer, and any entity owned, controlled or affiliated with these parties or any of their respective parents, subsidiaries or affiliated or related entities.Nothing in the application process is intended to create an employment relationship between me and any of the foregoing parties, and I agree that by applying to be considered for selection as a Participant, no such employment relationship is created or implied.
11. 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.
12. This Agreement is the full and complete understanding between the parties, and shall be binding on the parties and their respective successors, assigns, licensees and all affiliated and related parties.No statements or representations have been made, except for those expressly stated in this Agreement.This Agreement may only be modified in writing.The terms “I”, “me” or “my” refer to the party submitting the material, and any individual who may be competing for the benefit of such party, to Producer.
13. Producer and Released Parties may freely assign, in whole or in part, their rights hereunder.
14. This Agreement shall be interpreted in accordance with the laws of the State of California applicable to agreements entered into and fully performed therein by residents of California; excluding its conflict of laws principals.