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Aniboom Awards 4 Sesame Street


ANIBOOM AWARDS 4 SESAME STREET - SUBMISSION AGREEMENT

Effective: March 1, 2010

Thank you for your interest in being a part of the Aniboom Awards 4 Sesame Street Awards. Any submission of material to Aniboom Ltd. and or any of its affiliates or subsidiaries as may be required pursuant to the terms and conditions of the Awards (collectively "Aniboom") is subject to the terms and conditions of the Aniboom Awards 4 Sesame Street Awards 2010 Rules and Regulations available here: Official Rules (the "Regulations"), and the agreement set forth below (the "Submission Agreement"). Before submitting any audio/visual material (the "Content") to Aniboom, you are required to carefully read through the following Submission Agreement and Regulations in their entirety. By submitting Content to Aniboom, you acknowledge that you have read, understood, and agree to be bound by the Submission Agreement and Regulations. If you do not wish to be bound by the Submission Agreement and Regulations, you may elect not to submit Content to Aniboom. Capitalized terms shall have the meaning set forth in this Submission Agreement, or if not defined herein, in the Regulations. The Regulations are hereby incorporated and made a part of this Submission Agreement.

I understand that whenever the word " I" or " my" or "myself" is used in this Submission Agreement, it refers to (i) me, (ii) any person or entity affiliated with me by way of common ownership or otherwise and any person or entity controlling me or under common control, (iii) my subsidiaries, (iv) subsidiaries of such affiliated persons or entities, and (v) the officers, agents, servants, employees, stockholders, successors and assigns of mine, and of all such persons and entities referred to in (i) through (v) hereof. If Content is submitted by more than one person, the word "I" shall be deemed changed to "we," and this Submission Agreement will be binding jointly and severally upon all the persons so submitting Content. Provided however, as set forth in the Regulations, only one prize will be awarded for each winner

The Regulations are hereby incorporated into and made a part of this Submission Agreement by reference.

Acceptance of Terms
Any submission of Content to Aniboom will be considered full and complete acceptance of this Submission Agreement and the Regulations.

1. Copyrights and Content
Subject to the terms of this Agreement, the Sponsor will provide you with certain audio and/or visual materials, including the song Pinball Numbers Count for use in animating the "Classic Remake - Pinball Number Count" category as described in the Regulations, (the "Sponsor Materials") for use in creating Content for submission to Aniboom as part of the Awards. The Sponsor shall retain all right, title and interest in and to the Sponsor Materials. Subject to the terms and conditions of this Submission Agreement, during the Submission Period (and until a Grand Prize Winner is announced if you are chosen as a Finalist), Sponsor hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, non-assignable, worldwide, royalty-free license to use, format, store, modify, make derivative works from, reproduce, transmit and display the Sponsor Materials solely as required to create and provide Content to Aniboom solely in connection with the Awards. All rights not expressly granted in the Sponsor Materials are reserved to Sponsor and its affiliates. You may not make any use of the Sponsor Materials except to provide Content for submission to the Awards. No rights are granted hereunder except as expressly set forth in this Submission Agreement. Sponsor and Aniboom may, in their sole discretion, remove any Sponsor Materials from use under the Contest.

I represent and warrant that, except for the Sponsor Materials, I have all rights and title in and to Content, that, except for the Sponsor Materials: (i) the Content is not protected by trade secret or subject to third party copyright or proprietary rights, including, without limitation privacy and publicity rights; (ii) the Content does not contain falsehoods or misrepresentations that could damage Aniboom, Sponsor or any other participant or contributor to the Awards, or any third party; (iii) the Content, and its use as contemplated under this Submission Agreement, is not unlawful, obscene, defamatory, libelous, slanderous, threatening, pornographic, harassing, abusive, deceptive, harmful, hateful, racially or ethnically offensive, or encouraging of conduct that would be considered a criminal offense, gives rise to civil liability, or violates any law; (iv) the Content does not impersonate another person; (v) the Content contains no virus or other code or material that will, upon the occurrence of an event, the passage of time or otherwise, delete or alter any data or impair the operation of any computer system or any equipment or software thereon, or permit any unauthorized access to any such system, equipment or software; (vi) the Content is suitable for children and not associated with pornography, drugs, arms, tobacco, alcohol, religion, or any matter that may be considered as inappropriate, offensive, dangerous or highly provocative, and (vii) the Content, and its use as contemplated under this Submission Agreement, will not be subject to, infringe upon or misappropriate any third party property right of any kind, including without limitation any intellectual property right, right of publicity or privacy, and (viii) you have the right to grant the licenses to the Content specified in this Submission Agreement, and that the use of the Content as specified hereunder shall not require any payment obligation or royalty of any kind to a third party.
I also acknowledge, represent and warrant that: (i) I shall acquire no rights in connection with Aniboom, Sponsor and/or any other participant or contributor to the Awards, or in any Sponsor Materials by virtue of my creation of the Content, and/or participation in this Awards; (ii) during the Awards Term (as defined in Section 8 of the Regulations) I am prohibited from exploiting in any way (including without limitation any use, sale, license or distribution), or allowing others to exploit, the Content or any part thereof, without seeking the prior written approval of Aniboom, during which time Aniboom shall have an exclusive license to the Content; and (iii) that I meet the eligibility requirements of the Awards and will at all times comply with the Submission Agreement and Regulations.

2. Indemnity
I agree to indemnify and hold harmless the Awards Entities, from and against any and all claims, damages, expenses, losses, or liabilities (including, without limitation, reasonable attorneys' fees and punitive damages) that may be asserted against the Awards Entities or incurred by the Awards Entities, at any time in connection with the Content and Website, or any use thereof, any violation of this Submission Agreement, and/or my entry into the Awards.

3. Rights
Subject always to Section 1 hereof, and subject to Sponsor's ownership of all Sponsor Materials, and any further agreement that may be a condition of winning any prize in connection with this Awards, I hereby retain all rights to and in my Content. Notwithstanding the foregoing, commencing upon my submission of Content and continuing during the Awards Term, I hereby grant Aniboom an exclusive, irrevocable, sublicenseable, royalty-free, worldwide license to use, distribute, reproduce, display, perform, transmit, publish, store and encode the Content in any and all media and channels of distribution, and to exercise the foregoing rights in the Content, and to further make excerpts and derivative works thereof, as well as my voice, name, likeness, quotes and biography, to promote the Content, Awards and Website in any and all media and channels of distribution. Following the Awards Term, such license shall become perpetual and non-exclusive. If you are chosen as a Grand Prize winner, you must execute a development and acquisition agreement with Sponsor which will convey all of your rights in your Content to Sponsor. If you are chosen as a Finalist (but not as a Grand Prize Winner), and Sponsor wishes to engage in a subsequent development and acquisition agreement (which Sponsor may elect to do so in its sole discretion), you will be required to execute a development and acquisition agreement with Sponsor which will assign all rights in your Content to Sponsor

4. Revenue Share
Following the Awards Term, and except as otherwise expressly agreed to, and not including any amounts set forth, in any written agreement signed by you and Aniboom or you and Awards Sponsor, I understand and agree that I shall only be entitled to compensation by way of royalties for use by Aniboom as set forth below in this Section 4. For the avoidance of doubt, following the Awards Term, the Awards Sponsor shall not make use of the Content (except for Finalists' and Grand Finalists' Content, or as otherwise agreed in writing with Awards Sponsor), and the following royalties shall not apply to Awards Sponsor:
4.1 Aniboom shall pay me a share of Net Aniboom Revenues (as defined below) as follows (the "Royalty"): 30% of the Net Aniboom Revenues, if any, in connection with advertisements specifically in conjunction with the display of the Content and 15% of the Net Aniboom Revenues, if any, from licensing of the Content. Net Aniboom Revenues means Aniboom revenues less Aniboom operating costs, (including without limitation any amounts paid to third parties, refunds, charge backs, and taxes).

4.2 Reports and Timing: Royalties shall be paid on a semi-annual period basis within ninety (90) days from the end of each respective semi annual period and shall be calculated on a cash receipts basis and shall be converted and paid in US dollars (or such other currency as may be determined at Aniboom's sole discretion). In the event any semi-annual payment is less than fifty US dollars ($50), Aniboom may withhold such payment until the following semi annual payment is due. Aniboom makes no representation as to the amount of Royalties that I may earn, if any. Royalties shall be payable by checks to be sent by Aniboom to the mailing address provided by me in this upon uploading the Content to the website.

4.3 All payments made are exclusive of all taxes duties, tariffs and other charges of any kind imposed by governmental entities of what-ever kind and imposed with respect to the transactions under this Submission Agreement. Aniboom may, in its sole discretion and without obligation, elect to deduct and pay any such amounts from the Royalties. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. I will pay all applicable taxes or charges imposed by any government entity in connection with my rights and obligations under this Submisson Agreement, and such amounts may be deducted from any Royalties paid hereunder.

5. Liability for Loss of Content
I have retained at least one copy of Content, and I release the Awards Entities from any and all liability for loss or other damage to the copies of Content submitted to Aniboom hereunder.

6. . I understand and agree that this Submission Agreement does not constitute an obligation of Aniboom or Sponsor to include or publish the Content in their portal and/or website and/or any other site or via any other medium or distribution channel, and that Aniboom and Sponsor may remove my Content from this Awards and/or any portal and/or website and/or any other site, medium or distribution channel at their sole discretion and without notice. For the avoidance, of doubt, Awards Sponsor is not obligated to provide on-air credit for any Content. I understand that to the extent I am given any id, password or other account information relating to the Website or my entry in the Awards, I will keep such information confidential, and not allow others to misuse this information or to access the Awards or Website. I will indemnify Aniboom and Sponsor from any misuse of this information.

7. Without limiting any other provision of this Agreement, I hereby agree and undertake that neither Aniboom nor Sponsor shall be responsible for any reactions commentary, ratings and/or responses given with regards to the Content.

8. . I acknowledge that I am submitting the Content voluntarily and not in confidence or in trust, and that the submission of the Content does not create any confidential or fiduciary relationship between me and Aniboom and Sponsor. The use of any part of the Content by any member of the public shall not impose on Aniboom or Sponsor any liability to me or any other entity claiming rights from or through me.

9. . I acknowledge, however, that due to the fact that Aniboom and Awards Sponsor are, among other things, operating in the business of internet content and entertainment, that Aniboom and Awards Sponsor t have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to them or being developed by their employees. I also acknowledge that many ideas or stories may be competitive with, similar or identical to the Content and/or each other in theme, idea, plot, format or other respects. I acknowledge and agree that I will not be entitled to any compensation as a result of any use of any such similar or identical material.

10. Termination of Agreement
This Submission Agreement cannot be changed or terminated orally, and none of the terms hereof shall be deemed to be waived or modified by Aniboom except by an express agreement in writing signed by Aniboom. Upon the request of Aniboom or Sponsor, or any termination of this Agreement you shall promptly cease the use of and destroy all Sponsor Materials in your possession.

11. Governing Law; Jurisdiction
All issues and questions concerning the construction, validity, interpretation and enforceability of the Awards, or the rights and obligations of Contestants and the Awards Entities in connection with the Awards, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute arising under or in relation to this Submission Agreement shall be resolved exclusively in the state and federal courts located in New York, New York USA and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such courts. Should any provision or part of any provision be void or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY AWARDS ENTITIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF YOUR ENTRY INTO THE AWARDS, SUBMISSION OF CONTENT OR USE OF THE WEBSITE, OR OTHERWISE, EVEN IF ANY AWARDS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. You understand and agree that your entry into the Awards. Submission of Content and use of the Website is at your own sole risk. The Awards Entities are not responsible or liable for any delays, inaccuracies, errors, or omissions in the Awards or Website. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Content rests with you. THE WEBSITE, SPONSOR MATERIALS AND AWARDS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WITHOUT WARRANTY BY ANY AWARDS ENTITIES, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE AWARDS ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT THE AWARDS, SPONSOR MATERIALS, OR WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. THE AWARDS ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE AWARDS, SPONSOR MATERIALS, OR WEBSITE WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. YOU WILL NOT HOLD ANY AWARDS ENTITIES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ENTERING THE AWARDS, SUBMITTING CONTENT OR USING THE WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY OR OBLIGATION IN ANY WAY WHATSOEVER RELATING TO ANY AWARDS ENTITIES.

UNDER NO CIRCUMSTANCES SHALL ANY AWARDS ENTITIES BE LIABLE FOR ANY UNAUTHORIZED USE OF THE WEBSITE AND/OR THE CONTENT.


14. Miscellaneous
By participating, each Contestant agrees that the Awards Entities and each of their respective agents, representatives, parent companies, affiliates, subsidiaries and legal advisors, and each of their respective employees, shareholders, officers, and directors are not responsible or liable for, and shall be released and held harmless from: (i) late, lost, delayed, damaged, incomplete, illegible, unintelligible, misdirected or otherwise undeliverable mail, postage-due notices, release forms, affidavits or other correspondence; (ii) telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures, or difficulties of any kind; (iii) any condition caused by events beyond the control of the Awards Entities that may cause the Awards to be disrupted or corrupted; (iv) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with the Awards; (v) any and all losses, damages, rights, claims and action of any kind in connection with or resulting from participation in the Awards; (vi) acceptance, possession, or use of any grant, including without limitation, personal injury, death and property damage arising there from; and (vii) claims based on publicity rights, defamation or invasion of privacy. In the event of a claim or dispute, Contestants' sole remedy shall be limited to their remedy at law for damages, if any, and Contestants shall not have the right to in any way enjoin or restrain the distribution, advertising, publicizing or other exploitation (in any form of media) of the Website, the Awards, and/or any intellectual property owned or licensed by the Awards Entities or their respective parent companies and affiliated entities. Sponsor reserves the right, at its sole discretion, to prohibit any Contestant from participating in the Awards or to disqualify any individual it finds, in its sole determination, to be tampering with the entry process or the operation of the Awards; to be attempting to undermine the legitimate operation of the Awards by cheating, hacking, deception, or any other unfair playing practices; to be acting in violation of the Regulations; or to be acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Sponsor may suspend or discontinue the Awards if, in its sole opinion, there is any actual or suspected tampering of the Awards, or any other malfunction, event or activity that may affect the integrity of the Awards. SPONSOR SHALL NOT BE OBLIGATED TO AWARD ANY PRIZE THAT RELATES TO OR ARISES OUT OF IMPROPER OR MISTAKEN PRIZE NOTIFICATION, OPERATION OR FUNCTION OF THIS AWARDS. You understand and agree that, except as expressly set forth herein, this Submission Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Submission Agreement. This Submission Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or amended except by a written agreement signed by both you and Aniboom. If any part of this Submission Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Aniboom's failure to pursue any available claim or defense pursuant to this Submission Agreement or otherwise will not be a waiver of such claim or defense. The headings used in this Submission Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Submission Agreement, and is hereby expressly excluded. This Submission Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Aniboom may freely license or assign this Submission Agreement and any of its rights hereunder. However, this Submission Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Submission Agreement shall be null and void.

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