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
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 “
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.