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Aniboom Marvel Motion Comics Competition





ANIBOOM'S MARVEL MOTION COMICS COMPETITION SUBMISSION AGREEMENT



Effective: August 24, 2009

Thank you for your interest in being a part of Aniboom's Marvel Motion Comics Competition 2009 (the "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 Competition 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 Submission Agreement and the 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, do not submit Content to Aniboom or enter the Competition, as your entry will not be valid. Capitalized terms shall have the meaning set forth in this Submission Agreement, or if not defined herein, in the Official Rules.



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, and all of the following, if any: (ii) any company affiliated with me by way of common ownership or otherwise and any company controlling me or under common control, (iii) my subsidiaries, (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.

1. Copyrights and Content
Subject to the terms and conditions of this Agreement, Aniboom and Marvel will provide you with certain audio and/or visual materials (the "Marvel Materials") for use in creating Content for submission to Aniboom as part of the Competition. Marvel shall retain all right, title and interest in and to Marvel 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), Marvel 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 Marvel Materials solely as required to create and provide Content to Aniboom solely in connection with the Competition. All rights not expressly granted in Marvel Materials are reserved to Marvel and its affiliates. You may not make any use of Marvel 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 Marvel Materials, I possess all rights, title and interest in and to Content that I provide, and that the Content (excluding the Marvel Materials): (i) is not protected by trade secret or otherwise subject to third party copyright or proprietary rights, including, without limitation privacy and publicity rights; (ii) does not contain falsehoods or misrepresentations that could damage Aniboom, Marvel Entertainment, Inc. or its subsidiaries or affiliates (collectively, "Marvel") or any other participant or contributor to the Competition, or any third party; (iii) 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) does not impersonate another person; (v) 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; and (vi) 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, Marvel, the other Competition Entities (as defined in the Official Rules), the Marvel Materials, and/or any other participant or contributor to the Competition 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 Official Rules, and as may be extended pursuant to Section 3 (Rights) 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 Marvel, and during which time Aniboom and Marvel shall have an exclusive license to the Content.

2. Indemnity
I agree to indemnify 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, the Official Rules, any breach of my representations, warranties and obligations hereunder, and/or my entry into the Competition.

3. Rights
Prior to my becoming a Finalist and subject always to Section 1 hereof, including without limitation subject to Marvel's ownership of all Marvel Materials, I hereby retain all rights to and in my Content. Notwithstanding the foregoing, commencing upon my submission of Content and continuing during the Competition Term, I hereby grant Aniboom and Marvel an exclusive, irrevocable, sublicenseable, assignable, royalty-free, worldwide right and license to use, distribute, edit, reproduce, display, perform, transmit, publish, store and encode and the option to further develop and exploit 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 digital media delivery (e.g., Internet and wireless protocols), and to exercise the foregoing rights in the Content, and to further make excerpts and derivative works thereof, as well as to use 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.

If I become a Finalist and/or Grand Prize winner, then my Content shall be treated as a "work-made-for-hire" specially ordered or commissioned by Marvel for use as follows, with Marvel being deemed the owner of all rights of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Content in perpetuity and in all languages, with the right to make all known or hereafter existing uses of the Content throughout the universe in all media and all forms, including without limitation, motion picture, television, sound recording, videocassette, videodisc, computer assisted media (including without limitation CD-ROM, CD-I, DVD, and other similar disc systems, interactive cable, including without limitation any and all forms of VOD, and any other devices or methods now existing or hereafter devised), character, sequel, remake, spin-off, theme park, legitimate stage, merchandising, interactive, internet, mobile, mobisode/webisode and any and all allied, ancillary and subsidiary rights therein and any and all changes, additions and/or deletions in the Content and/or combinations of the Content with other properties as Marvel deems necessary or desirable. Without limiting the generality of the foregoing, in the event that any of the Content is not deemed to be a "work made for hire" for Marvel, I hereby irrevocably and exclusively assign to Marvel (or if any applicable law prohibits or limits such assignment, I hereby irrevocably and exclusively license to Marvel) all right, title and interest in and to such Content (including all copyrights therein and thereto and all renewals and extensions thereof), and all rights to exploit the same throughout the universe, in perpetuity (but in any event for not less than the period of copyright and any renewals and extensions thereof), in any and all media, whether now known or hereafter devised.

If I become a Finalist or Grand Prize Winner hereby waive all rights of "Droit Moral" or "Moral Rights of Authors" or any similar rights or principles of law which I may now or later have in the Content. It is agreed that my consideration for the Content and grant of rights hereunder is included in the prize money to be paid pursuant to the Competition. If I become a Finalist or Grand Prize Winner, I, myself and on behalf of my heirs, executors, administrators, and assigns, hereby assign to Marvel in perpetuity all rental and lending rights under national laws (whether implemented pursuant to the EC Rental and Lending Rights Directive or otherwise) to which I may now be or hereafter become entitled with respect to the Content and/or any derivative works derived therefrom. If I become a Finalist or Grand Prize Winner, I agree for myself and my heirs, executors, administrators and assigns, not to institute, support, maintain or permit directly or indirectly any litigation or proceedings instituted or maintained on the ground that Marvel's (or its designee's) exercise of the rights granted Marvel in the applicable Content in any way constitutes an infringement or violation of any such rental or lending right as aforesaid. I hereby acknowledge that the consideration to which I am entitled pursuant to the Agreement includes consideration for the assignment of rental and lending rights provided for in this paragraph and that the said consideration is an adequate part of the revenues derived or to be derived from the said rights.

4. Representation and Warranty
I hereby represent and warrant that I am not currently engaged, and will not engage during the Competition Term, in any type of contractual relationship that would preclude me from participating in the Competition, and I am ready, willing and able to sign an exclusive agreement with Aniboom or Marvel.

5. Liability for Loss of Content
I have retained at least one copy of Content, and I release the Competition 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 Marvel 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 Marvel 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. 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 use or misuse this information or to access the Competition or Website. I will indemnify and hold harmless Aniboom, Marvel and the other Competition Entities from any unauthorized use or any misuse of this information.

7. Without derogating from the aforesaid I hereby agree and undertake that neither Aniboom nor Marvel shall be responsible for any reactions and/or talkbacks and/or other methods of response or other feedback in any distribution channel arising from or in connection with 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 Marvel. The use of any part of the content by any member of the public shall not impose on Aniboom or Marvel any liability to me or any other entity claiming rights from or through me.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 Marvel. The use of any part of the content by any member of the public shall not impose on Aniboom or Marvel 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 Marvel are, among other things, operating in the business of content and entertainment, Aniboom and Marvel 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 and/or contractors. 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. As such, I acknowledge and agree that I will not be entitled to any compensation as a result of any Competition Entity's use of any such competitive, similar or identical material. I further acknowledge and agree that the Competition 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. Marvel, 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 Marvel and Aniboom would refuse to accept, consider or otherwise evaluate the Content in the absence of my entering into this Submission Agreement. Marvel, Aniboom and I agree that Marvel's and Aniboom's review of the Content and any discussions we may have concerning the Content will not obligate Marvel or Aniboom to use the Content or to enter into any separate agreement with me. Marvel, Aniboom and I also agree that Marvel's or Aniboom's use of any property containing elements similar to or identical with protectable elements contained in the Content shall not obligate Marvel or Aniboom to me in any manner if Marvel 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 protectable literary property, and/or is not original with me, then as between Marvel, Aniboom and me, we mutually agree that Marvel and Aniboom have the right to use such elements without any obligation to me whatsoever.

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. Upon the request of Aniboom or Marvel, or any termination of this Agreement you shall promptly cease the use of and destroy all Marvel Materials in your possession.


13. 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.

14. 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 YOUR USE OF THE MARVEL MATERIALS, YOU ENTRY INTO THE COMPEITION, SUBMISSION OF CONTENT OR USE OF THE WEBSITE, OR OTHERWISE, EVEN IF ANY COMPETITION ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. 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, outages, inaccuracies, errors, or omissions in the Marvel Materials, Competition or Website. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any Content and/or entry rests with you. THE MARVEL 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 MARVEL 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 MARVEL MATERIALS, COMPETITION OR WEBSITE WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. YOU WILL NOT HOLD ANY COMPETITION ENTITIES RESPONSIBLE OR LIABLE FOR ANY DAMAGES THAT RESULT FROM YOU ENTERING THE COMPETITION, 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 COMPETITION ENTITIES.

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


16. 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, entries, 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. Marvel 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 Official Rules; or to be acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Aniboom and/or Marvel 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. NEITHER ANIBOOM NOR MARVEL SHALL 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 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 or Marvel'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.