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.