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HISTORY TM - Aniboom


Aniboom and HISTORY present The People Speak COMPETITION SUBMISSION AGREEMENT

Effective: July 15, 2009

Thank you for your interest in being a part of the Aniboom and HISTORY present The People Speak Competition. 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 Competition (collectively "Aniboom") is subject to the terms and conditions of the Aniboom and HISTORY present The People Speak Competition 2009 Rules and Regulations (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 Regulations and Submission Agreement . If you do not wish to be bound by the Regulations and Submission Agreement , you may elect not to submit Content to Aniboom. Capitalized terms shall have the meaning set forth in the Regulations, or if not defined herein, in this Submission Agreement. 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.

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 and conditions of this Agreement, the Aniboom/Sponsor will provide you with certain audio and/or visual materials (the "Sponsor Materials") for use in creating Content for submission to Aniboom as part of the Competition. 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 Competition. 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 Competition. No rights are granted hereunder except as expressly set forth in this Submission Agreement.

I represent and warrant that, except for the Sponsor Materials, I own all rights and title in and to the Content, and 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 Competition, 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 not associated with pornography, drugs, arms, tobacco, alcohol, religion, or any matter that may be considered as highly provocative; (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) I 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 Competition, or in any Sponsor Materials by virtue of my creation of the Content, and/or participation in this Competition; and (ii) during the Competition Term (as defined in Section 8 of the Regulations) I am prohibited from using or 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.

2. Indemnity
I agree to indemnify, defend and hold harmless the Competition 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 Competition Entities or incurred by the Competition 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 Competition.

3. Rights
Subject always to Section 1 hereof, including without limitation subject to Sponsor's ownership of all Sponsor Materials, I hereby retain all rights in and to my Content. Notwithstanding the foregoing, commencing upon my submission of Content and continuing during the Competition Term, I hereby grant Aniboom/Sponsor 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 name, likeness, quotes and biography, to promote the Content, Competition and Website in any and all media and channels of distribution. Following the Competition Term, such license shall become perpetual and non-exclusive. In order to be chosen as a Finalist you must execute an assignment agreement with Sponsor assigning all rights in your original and Finalist Content to Sponsor. In order to be chosen as a Grand Prize winner, you must execute a development agreement with Aniboom and Sponsor which will also convey all of your rights in your Grand Prize Content to Sponsor.

4. Liability for Loss of Content
I release the Competition Entities from any and all liability for loss or other damage to the copies of Content submitted to Aniboom hereunder.

5. 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 Competition and/or any portal and/or website and/or any other site, medium or distribution channel at their sole discretion and without notice. 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 Competition, I will keep such information confidential, and not allow others to misuse this information or to access the Competition or Website. I will indemnify Aniboom and Sponsor from any misuse of this information.

6. 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.

7. 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.

8. I acknowledge that Aniboom is, among other things, operating in the business of internet content and entertainment, that Aniboom has wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by its employees and 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 from Aniboom/Sponsor as a result of any use of any such similar or identical material.

9. Termination of Agreement
This Submission Agreement cannot be changed or terminated orally. 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.

10. 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.

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

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ANY COMPETITION 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 THE USE OF SPONSOR MATERIALS, YOUR ENTRY INTO THE COMPETITION, SUBMISSION OF CONTENT OR USE OF THE WEBSITE, OR OTHERWISE, EVEN IF ANY COMPETITION ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

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


14. Miscellaneous
By participating, each Competitor agrees that the Competition 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 Competition Entities that may cause the Competition to be disrupted or corrupted; (iv) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with the Competition; (v) any and all losses, damages, rights, claims and action of any kind in connection with or resulting from participation in the Competition; (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, Competitors' sole remedy shall be limited to their remedy at law for damages, if any, and Competitors 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 Competition, and/or any intellectual property owned or licensed by the Competition Entities or their respective parent companies and affiliated entities. Sponsor reserves the right, at its sole discretion, to prohibit any Competitor from participating in the Competition or to disqualify any individual it finds, in its sole determination, to be tampering with the entry process or the operation of the Competition; to be attempting to undermine the legitimate operation of the Competition 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 Competition if, in its sole opinion, there is any actual or suspected tampering of the Competition, or any other malfunction, event or activity that may affect the integrity of the Competition. 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 COMPETITION. 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, together with the Regulations, which are hereby incorporated into and made a part of this Submission Agreement by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof. 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.