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FOX-Aniboom Holiday Animation Challenge


CONTEST SUBMISSION AGREEMENT

Effective: May 18, 2009

Thank you for your interest in being a part of the FOX-Aniboom Holiday Animation Challenge (the "Contest"). 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 Contest ("Aniboom") is subject to the terms and conditions of the FOX-Aniboom Holiday Animation Challenge Official Rules (the "Official Rules"), 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 Official Rules 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 Official Rules. If you do not wish to be bound by the Submission Agreement and Official Rules, you may elect not to submit Content to Aniboom or enter the Contest. Capitalized terms shall have the meaning set forth in this Submission Agreement, or if not defined herein, in the Official Rules. Aniboom may revise the Submission Agreement and Official Rules, at its sole discretion and without advance notice to you,by updating this document and posting the update on this website. Unless otherwise provided below, the revised terms will take effect when they are posted.

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

I understand that whenever the words " I" "you" "me" " my" or "myself" is used herein, it refers to (i) me, (ii) any company affiliated with me by way of common ownership or otherwise and any company controlling me or under common control, (iii) my subsidi-aries, (iv) subsidiaries of such affiliated companies, (v) any collaborator or contributor to any entry, and (vi) the officers, agents, servants, employees, stockholders, clients, successors and assigns of mine, and entities referred to in (i) through (v) hereof. If Content is submitted on behalf of more than one person, the word "I" shall be deemed changed to "we," (and other pronouns shall be deemed changed accordingly) and this Submission Agreement will be binding jointly and severally upon all the persons so submitting Content. I represent and warrant that I am authorized and bound by all of the persons and entities referred to in this paragraph.

By submitting Content and entering the Contest, you hereby agree and affirm as follows:

1. Copyrights and Content
I represent and warrant that I own all right, title and interest in and to Content, that: (i) the Content is not protected by trade secret or otherwise 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, Fox or any other participant or contributor to the Contest, or any third party; (iii) the Content is not unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, 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 not associated with pornography, drugs, arms, tobacco, alcohol, religion, or any matter that may be considered as highly provocative. I also acknowledge, represent and warrant that: (i) I shall acquire no rights in connection with Aniboom, Fox, Contest Entities and/or any other participant or contributor to the Contest by virtue of my creation of the Content, and/or participation in this Contest; and (ii) during the Contest Term (as defined in Section 8 of the Official Rules, and as may be extended in Section 3 below) 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 obtaining the prior written approval of Aniboom, and during which time Aniboom and Fox shall have an exclusive license to the Content.

2. Indemnity
I agree to indemnify and hold harmless the Contest 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 Contest Entities or incurred by the Contest Entities, at any time in connection with the Content or any use thereof, any violation of this Submission Agreement, any breach of my representations and warranties hereunder, and/or my entry into the Contest.

3. Rights
Subject always to Section 1 hereof, I hereby retain all rights to and in my Content. Notwithstanding the foregoing, commencing upon my submission of Content and continuing during the Contest Term, I hereby grant Aniboom and Fox an exclusive, irrevocable, sublicenseable, royalty-free, worldwide license to use, distribute, edit, reproduce, display, perform, transmit, publish, store and encode, and the option to further develop the Content in and for any and all media and channels of distribution now known or hereafter devised including without limitation all forms of television and all forms of internet and wireless protocol, and to exercise the foregoing rights in the Content, and to further make excerpts and derivative works thereof, as well as my name, likeness, quotes and biography, to promote the Content, Contest and Website in any and all media and channels of distribution. During the Contest Term, the Contest Entities shall have the exclusive right to enter into negotiations with any Contestant to further develop the Content or other projects created by such Contestant, and in this regard, such period may be extended for up to 60 additional days to complete such negotiations. Following the Contest Term, such license shall become perpetual and non-exclusive.

4. Personal Services
I hereby represent and warrant that I am not currently engaged, and will not engage during the Contest Term, in any type of contractual relationship that would preclude me from participating in the Finalist and Grand Prize Rounds of the Contest, and I am ready, willing and able to sign an exclusive, one (1) year development agreement with Aniboom or Fox, and to legally render the required services in person, in the United States.

5. Liability for Loss of Content
I have retained at least one copy of Content, and I release the Contest 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 Fox 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 Fox may remove my Content from this Contest and/or any portal and/or website and/or any other site, medium or distribution channel at their sole discretion. 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 Contest, I will keep such information confidential, and not allow others to misuse this information or to access the Contest or Website. I will indemnify Aniboom and Fox from any misuse of this information.

7. Without derogating from the aforesaid I hereby agree and undertake that neither Aniboom nor Fox shall be responsible for any reactions and/or talkbacks and/or other methods of response to be posted 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 Fox. The use of any part of the content by any member of the public shall not impose on Aniboom or Fox 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 Fox are, among other things, operating in the business of internet content and entertainment, Aniboom and Fox have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own 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 Contest Entity's use of any such similar or identical material. I acknowledge and agree that the Contest Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Content.

10. Fox, Aniboom and I agree that, as between us, no obligations exist related to the Content except for those set forth in the Official Rules and this Submission Agreement, and I acknowledge that Fox and Aniboom would refuse to accept, consider or otherwise evaluate the Content in the absence of my entering into this Submission Agreement. Fox, Aniboom and I agree that Fox's and Aniboom's review of the Content and any discussions we may have concerning the Content will not obligate Fox or Aniboom to use the Content or to enter into any separate agreement with me. Fox, Aniboom and I also agree that Fox's or Aniboom's use of any property containing elements similar to or identical with protectible elements contained in the Content shall not obligate Fox or Aniboom to me in any manner if Fox or Aniboom obtained such property from sources other than from me, either before or after the review of the Content.

11. If the Content or any element of the Content is not new, unique, concrete and novel, or is in the public domain, or does not constitute protectible literary property, and/or is not original with me, then as between Fox, Aniboom and me, we mutually agree that Fox and Aniboom have the right to use such elements without any obligation to me whatsoever. Without limiting the foregoing, I claim no rights in the title of the Content, independent of its use in connection with the Content.

12. 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.

13. Governing Law; Jurisdiction
All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest, or the rights and obligations of Competitors and the Contest Entities in connection with the Contest, 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.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY CONTEST 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 COMPEITION, SUBMISSION OF CONTENT OR USE OF THE CONTEST WEBSITE, OR OTHERWISE, EVEN IF ANY CONTEST ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. You understand and agree that your entry into the Contest. Submission of Content and use of the Contest Website is at your own sole risk. The Contest Entities are not responsible or liable for any delays, inaccuracies, errors, or omissions in the Contest or Contest Website. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Content rests with you. THE CONTEST WEBSITE AND CONTEST ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WITHOUT WARRANTY BY ANY CONTEST ENTITIES, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE CONTEST 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 CONTEST OR CONTEST WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. THE CONTEST ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTEST OR CONTEST WEBSITE WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY,SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. YOU WILL NOT HOLD ANY CONTEST ENTITIES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ENTERING THE CONTEST, SUBMITTING CONTENT OR USING THE CONTEST 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 CONTEST ENTITIES.

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


16. Miscellaneous
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.