SUBMISSION AGREEMENT
I am hereby submitting to Rangzen LLC, a New York limited liability company (referred to as “you”) the material provided to you via your website ("Material”) related to the media project currently entitled “Freedom Needs a Soundtrack” (the “Project”). The Material is submitted on the following terms, conditions and understandings (collectively, this “Agreement”):
I understand and acknowledge that you would refuse to accept, consider or otherwise evaluate the Material in the absence of my acceptance of each and every provision of this Agreement. I further understand and acknowledge that no confidential or fiduciary relationship now exists between us, and that no such relationship is established by reason of this Agreement or by reason of my submission of the Material to you.
I warrant that I am either the author and owner of all rights to the Material or the duly authorized agent of the author and owner of the Material, and I have full power and authority to submit the Material to you on the terms and conditions hereof, each and all of which shall be binding not only on me but on any and all persons for whom I am acting.
You may use without any obligation whatsoever to me and without payment whatsoever to me, the Material, or any part thereof or ideas therein. Producer will at all times, in good faith, utilize the Material in a manner that is consistent with your mission and objectives and the subject of the Project.
I understand and acknowledge that you and your designees have access to, may create or have created, literary materials and ideas which may be similar or identical to the Material in theme, idea, format or other respects. I agree that I will not be entitled to any compensation because of the use of any such similar or identical material that may have been independently created by you or any of your employees or may have come to you or such employee from any other independent source, whether before or after the date of this Agreement. I agree and acknowledge that, in any dispute arising from the alleged use of the Material, or any part thereof or idea therein, I will bear the burden of proving that you used the Material (and that you did not independently create the alleged similar literary materials or ideas or derive them from an independent source). I agree and acknowledge that no presumption or inference of copying or use shall arise, or be asserted, by virtue of any similarity between your work and the Material or the fact that I submitted the Material to you or that you had access thereto.
I agree that, should I bring any claim or proceeding against you for wrongful appropriation or use of the Material, or any part thereof or idea therein, such claim or proceeding shall be limited to a claim for damages (which shall in no event, under any theory, exceed the fair market value of the Material on the date hereof without regard to any profits or revenues that you might receive as a result of the use of the Material, or any part thereof or idea therein); that I shall in no event be entitled to an injunction or any other equitable relief; and that, should I be unsuccessful in any such proceeding, I agree to pay you upon demand all of your costs, expenses, and attorneys' fees incurred in defending or contesting such claim or proceeding. I further agree that, as a material and absolute condition precedent to any such claim or proceeding, I will give you written notice of my contention that you have no right to use the Material, or part thereof or idea therein, stating the particulars in complete detail; and that any such claim or proceeding shall be, and is hereby forever waived and barred, unless duly filed by me within 6 months after your first public use of the Material, or part thereof, or idea therein, or 30 days after you notify me in writing that you deny liability to me, whichever is earlier.
I agree and acknowledge that no contract or obligation of any kind, other than those arising pursuant to the express terms of this Agreement, is assumed by you or may be implied against you by reason of your review or use of the Material and/or any discussions or negotiations we may have. Specifically, it is understood that neither my submission of the Material pursuant to this Agreement, nor your review or use thereof, constitutes or creates an implied-in-fact or implied-in-law contract, even if there exists an industry custom or practice to the contrary.
I have retained at least 1 copy of the Material, and I hereby release you of and from any and all liability for loss of, or damage to, the copy or copies of the Material submitted to you hereunder.
I will indemnify you from and against any and all claims, expenses, losses, or liabilities (including but not limited to attorneys' fees and punitive damages) that may be asserted against you or incurred by you at any time in connection with the Material, or any use thereof, including but not limited to those arising from any breach of any promise or warranty given by me herein.
This Agreement shall be in all respects be governed by and interpreted pursuant to the laws of New York, excluding choice of law rules.
Should any provision or part of any provision herein be void or unenforceable, such provisions or part thereof shall be deemed omitted, and this Agreement with such provision or part thereof omitted shall remain in full force and effect. This Agreement shall at all times be construed so as to carry out the purposes hereof.
I agree to execute such further documents and instruments as you may reasonably request to effectuate the terms and intentions of this Agreement.