SUBMISSION AGREEMENT

 

This Submission Agreement (the "Submission Agreement") is made between you ("you") and Rhino Entertainment Company, a Warner Music Group Company ("Company"), in connection with your provision of copies of photos and memorabilia (“Submission Materials”) for potential inclusion in the Deluxe LP or in connection with the Authorized Uses (as such terms are defined below).  For purposes of this Submission Agreement, "Company Entities" means Company, Warner Bros. Records Inc., Warner Music Germany, WEA International, and their respective affiliates (including without limitation, their respective labels and artists (including without limitation the musical group collectively and professionally known as A-Ha (“A-Ha”)), subsidiaries, licensors, licensees, and advertising and promotional agencies.

BY SENDING YOUR SUBMISSION MATERIALS TO COMPANY, YOU REPRESENT AND WARRANT THAT YOU ARE EITHER: (A) OVER THE AGE OF EIGHTEEN (18) AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT, OR (B) YOU ARE THE PARENT OR GUARDIAN OF A CHILD UNDER THE AGE OF EIGHTEEN (18) AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT ON BEHALF OF YOUR CHILD. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT, DO NOT SEND COMPANY YOUR SUBMISSION MATERIALS. SPECIAL NOTE FOR PEOPLE UNDER EIGHTEEN (18) YEARS OF AGE: IF YOU ARE UNDER EIGHTEEN, YOU MUST HAVE YOUR PARENT OR GUARDIAN REVIEW AND AGREE TO THIS SUBMISSION AGREEMENT.

1.             General; License to Submission Materials. Following your provision of Submission Materials, Company may elect to incorporate the Submission Materials into the artwork of a deluxe version of the album titled “25” featuring A-Ha (the “Deluxe LP”), as well as other records featuring the recordings by A-Ha that Company may elect to release in the future, advertising and promotional materials for such records, and on one or more websites that feature A-Ha (the foregoing uses, “Authorized Uses”). For clarity, as between you and Company, you will retain all of your ownership rights in the Submission Materials, provided, however, that if the Submission Materials incorporate any content owned by any Company Entity, such content will continue to be owned by such Company Entity, and nothing herein authorizes you to use such content. By submitting the Submission Materials to Company, you hereby grant to Company and Warner Music Inc. a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (a) reproduce, distribute, modify, transmit perform and display (publicly or otherwise), transmit, make available to the public, and otherwise use and exploit (and have others exercise such rights on behalf of Company or Warner Music Inc., through multiple tiers) the Submission Materials, any ideas accompanying, related to, or embodied in the Submission Materials, and any materials embodying, incorporating, or derived from the Submission Materials, in any format or media now known or hereafter developed (including, without limitation, Internet, cable, satellite, and wireless media); (b) adapt and otherwise create derivative works from and incorporate the Submission Materials into the Deluxe LP and use the Submission Materials in connection with the Authorized Uses, including without limitation by embedding advertisements before, during, or after, or displaying advertisements adjacent to or otherwise in connection with, the Submission Materials and in connection with the Deluxe LP and Authorized Uses; (c) exercise all copyright, trademark, publicity and other proprietary rights with regard to the Submission Materials; (d) use your name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising or promotional purposes in connection with the Submission Materials (including, without limitation, in connection with the Deluxe LP and Authorized Uses or any other materials into which the Submission Materials are incorporated); and (e) use the Submission Materials for the purpose of promoting any Company Entity and for any other advertising or promotional purposes. The foregoing license shall survive any termination or expiration of this Submission Agreement for any reason.

All Submission Materials will be deemed to be non-confidential and may be used on a non-restricted basis. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 1, DO NOT PROVIDE ANY SUBMISSION MATERIALS TO COMPANY.

2.             Waiver. To the maximum extent permitted by law, you agree to forever release, discharge, and waive all claims against each of the Company Entities from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against any Company Entity with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including without limitation reasonable attorneys' fees) (the foregoing, collectively, "Losses") that relate in any way to this Submission Agreement, the Submission Materials, the Deluxe LP and the Authorized Uses, including without limitation any claim for idea misappropriation. Additionally, you hereby waive any and all rights that you may have under laws or statutes worldwide that concern "moral rights" or "droit moral," in connection with the Submission Materials, the Deluxe LP and the Authorized Uses.

3.             Ownership of the Deluxe LP and in connection with the Authorized Uses. As between you and Company, all ownership and intellectual property and other rights in and to the Deluxe LP and in connection with the Authorized Uses and the artwork therein shall vest with Company and title therein shall be in the name of Company or its designee(s). All uses of the Deluxe LP and all Authorized Uses and the artwork therein shall inure exclusively to the benefit of Company. You acknowledge and agree that you shall have no right, title and interest in, to, or under the Deluxe LP or in connection with the Authorized Uses and the artwork therein, including without limitation any rights to use the Deluxe LP or in connection with the Authorized Uses and the artwork therein for any purpose, except as otherwise expressly agreed by Company in advance and in writing.

4.             Consideration. You acknowledge and that you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to the Submission Materials, including without limitation the possibility that publicity or favorable exposure may arise from any Company Entity's use of the Submission Materials. You acknowledge and agree that you are not entitled to any further compensation for any use or other exploitation by Company or any other party (including without limitation any Company Entity) of the Submission Materials or in connection with the Deluxe LP or Authorized Uses.

5.             Representations and Warranties.

a.             You represent, warrant and covenant that: (i) all information that you provide in connection with the submission of Submission Materials, is and will remain true, accurate, and complete; (ii) you have the legal right and authority to enter into this Submission Agreement with Company; (iii) the Submission Materials are all your original, sole work; (iv) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under the Submission Materials and to grant Company the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in the Submission Materials, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant Company the rights and licenses set forth herein, and you will provide such clearances to Company upon request; (v) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in the Submission Materials, to use such individual's name and likeness for purposes of using and otherwise exploiting the Submission Materials in the manner contemplated by this Submission Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian, and you will provide such consents, releases and/or permissions to Company upon request; (vi) the Submission Materials do not, and the use thereof by the Company Entities and their respective designees shall not, infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (vii) the Submission Materials are not confidential and do not contain any confidential information; and (viii) in creating the Submission Materials, preparing them for submission, and submitting the Submission Materials, you (A) have complied and will comply in all respects with all applicable laws, rules, and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party).

b.             You represent and warrant that the Submission Materials do not and shall not contain any material that, in Company's sole discretion: (i) impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity, without such person or entity's prior written consent; (ii) constitutes personally identifying information or other personal or identifying information about you or any individual; (iii) is false, deceptive, misleading, scandalous, indecent, obscene, pornographic, unlawful, defamatory, libelous, fraudulent, tortious, threatening, harassing, hateful, degrading, intimidating, or racially or ethnically offensive, or contains nudity, pornographic images, explicit sexual themes, or graphic violence; (iv) encourages conduct that could be considered a criminal offense, could give rise to criminal civil liability, or could violate any law, or that could otherwise be considered inappropriate; (v) constitutes a virus, worm, Trojan Horse, easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, the Site or any hardware, software, or equipment; (vi) constitutes any advertising, promotional material, or other form of solicitation; or (vii) constitutes any material, non-public information about a company.

c.             Company reserves the right, in its sole discretion, to refuse to accept the Submission Materials if it deems such materials to be illegal, offensive or in any other way inappropriate.  Company further reserves the right (but not the obligation), in its sole discretion, to verify, whether prior to processing the Submission Materials or at any other time, that all necessary rights, clearances, consents, releases, and/or permissions in or relating to the Submission Materials have been obtained. Company reserves the right to refuse or reject the Submission Materials, whether for inclusion in the Deluxe LP or in connection with the Authorized Uses or otherwise, if Company determines at any time, in its sole discretion, that all necessary rights, clearances, consents, releases, and/or permissions have not been obtained by you. You agree to cooperate with Company in any verification or inquiries related to the foregoing.

d.             This Section 5 shall survive any termination or expiration of this Submission Agreement for any reason.

6.             Indemnity. You agree to indemnify and hold harmless the Company Entities and their respective officers, directors, employees, agents, representatives, vendors, suppliers and third party service providers from and against any and all Losses (as defined in Section 2 above) of any kind arising, in whole or in part, directly or indirectly, out of or in connection with (a) any use or other exploitation, or failure or omission to use or otherwise exploit, the Submission Materials and, to the extent such materials are incorporated therein, the Deluxe LP, and in connection with the Authorized Uses; (b) any breach by you of any covenant, representation, or warranty set forth in this Submission Agreement; and (c) any claim that the Submission Materials or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing.

7.             Printed Copy. At any time upon Company's request, you agree to execute a non-electronic hard copy of this Submission Agreement.

8.             Survival. The licenses and rights granted by you in and to the Submission Materials, and your waiver of claims with respect thereto, shall survive any termination of this Submission Agreement for any reason. In addition, all warranties, indemnities, and all provisions of this Agreement that may reasonably be interpreted or construed as surviving the termination of this Agreement shall survive the termination of this Agreement.

9.             Void Where Prohibited. THIS AGREEMENT AND ANY SERVICES REFERENCED HEREIN ARE VOID WHERE PROHIBITED.