PRETTY RICKY CONTEST — SUBMISSION AGREEMENT
IMPORTANT: This Submission
Agreement (the "Submission Agreement") is made between you and
Atlantic Recording Corporation
("Sponsor") in connection with your
submission of Submission Materials to the Contest. The terms "Submission Materials" and
"Contest," and all other terms capitalized but not defined in this
Submission Agreement, shall have the meaning assigned to such terms in the
Official Rules, and this Submission Agreement is incorporated by reference into
the Official Rules. You should read and
understand the Official Rules before providing any Submission Materials to
Sponsor or otherwise in connection with the Contest.
SPECIAL NOTE FOR INDIVIDUALS
UNDER THE AGE OF 18 OR WHO ARE MINORS IN THEIR RESPECTIVE STATES OF RESIDENCE: If you are under 18 or are a minor in your
state of residence, you must have your parent or guardian review and agree to
this Submission Agreement by clicking the "I ACCEPT" button on your
behalf. BY CLICKING "I
ACCEPT," YOU REPRESENT AND WARRANT THAT YOU EITHER (A) ARE OVER THE AGE OF
18 AND NOT A MINOR IN YOUR STATE OF RESIDENCE, AND YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT; OR (B) ARE THE PARENT OR
GUARDIAN OF A CHILD WHO IS UNDER THE AGE OF 18 OR WHO IS A MINOR IN HIS OR HER
STATE OF RESIDENCE AND YOU AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF
YOUR CHILD. IF YOU DO NOT AGREE WITH
THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT, PLEASE DO NOT PROVIDE
ANY SUBMISSION MATERIALS TO SPONSOR AND DO NOT PARTICIPATE IN THE CONTEST.
1. License to
Submission Materials. For
clarity, as between you and Sponsor, you will retain ownership of your
Submission Materials, provided, however, that if the Submission Materials
incorporate any content owned by any Contest Entity, such content will continue
to be owned by such Contest Entity, and nothing herein authorizes you to use
such content for any purpose. By
submitting your Submission Materials, you grant to Sponsor 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, transmit, perform and display (publicly or otherwise), make
available to the public, adapt, modify, edit, translate, make, sell, offer to
sell, import and otherwise use and exploit (and have others exercise such
rights on behalf of Sponsor or Warner Music Inc., through multiple tiers) your
Submission Materials, any ideas accompanying, related to, or embodied in your
Submission Materials, and any materials embodying, incorporating, or derived
from your Submission Materials, in any format or media now known or hereafter developed
(including without limitation Internet, cable, satellite, mobile, and wireless
media); (b) create derivative works from your Submission Materials and
incorporate your Submission Materials into other works or into Sponsor's,
Warner Music Inc.'s, or their respective designees' products or services,
including without limitation by embedding or incorporating advertisements into,
before, or after, or displaying advertisements adjacent to or otherwise in
connection with, the Submission Materials; (c) rate, review,
evaluate, and judge your Submission Materials and permit third parties to do
so; (d) exercise all copyright, trademark, publicity and other proprietary
rights with regard to your Submission Materials; (e) use your name,
photograph, portrait, picture, voice, likeness and biographical information as
news or information and for advertising or promotional purposes, whether or not
in connection with your Submission Materials; and (f) use your Submission
Materials for the purpose of promoting the Contest 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, PLEASE DO NOT PARTICIPATE IN THE
CONTEST.
2. Waiver. To the maximum extent
permitted by law, you agree to forever release, discharge, and waive all claims
against each of the Sponsor, Warner Music Inc., the "Atlantic
Records" label, and each of the other Contest Entities from, and covenant
not to initiate, file, maintain, or proceed upon any suit, claim, demand, or
cause of action against any Contest Entity with respect to, any Losses (as
defined in the Official Rules) that relate in any way to this Submission
Agreement or the Submission Materials or any Entries, including without
limitation any claim for idea misappropriation. Additionally, you hereby waive any and all rights that you may
have under any laws or statutes worldwide that concern "moral rights"
or "droit moral," in
connection with your Submission Materials and Entries.
3. Ownership
of Pretty Ricky Content. All
audiovisual materials featuring Pretty Ricky, including without limitation any
sound recording(s), image(s), and other materials embedded or incorporated
therein (the foregoing, collectively, the "Sponsor Content"),
are the sole property of Sponsor. You
acknowledge and agree that you do not and shall not have or obtain any right,
title or interest in, to, or under any Sponsor Content, whether in connection
with your participation in the Contest or otherwise.
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 opportunity to win a prize, and the possibility that
publicity or favorable exposure may arise from Sponsor's use of the Submission Materials
or Entries incorporating or embodying the Submission Materials. You acknowledge and agree that you are not
entitled to any further compensation for any use or other exploitation by
Sponsor or any other party (including without limitation any Contest Entity) of
the Submission Materials or Entries.
5. Representations
and Warranties.
a. You represent and
warrant that: (i) all information that you provide in connection with the
Contest, including without limitation any registration information, is and will
remain true, accurate, and complete; (ii) you have the legal right and
authority to enter into this Submission Agreement with Sponsor; (iii) you
have complied and will comply with the Official Rules; (iv) you have not
submitted and shall not submit your Submission Materials to any other video
site or service, or any other contest, festival, or promotion, whether online
or otherwise; (v) the Submission Materials are all your original, sole
work; (vi) 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 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 the rights and licenses set forth herein, and you will provide such
clearances to Sponsor upon request; (vii) 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 18 or is a minor in his or her state of
residence, 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 Sponsor upon request;
(viii) the Submission Materials, and the use thereof by the Contest
Entities and their respective designees, do not and shall not infringe upon or
violate any patent, copyright, trademark, trade secret, or other intellectual
property rights or other rights (including without limitation rights of privacy
or publicity) of any third party; (ix) the Submission Materials are not
confidential and do not contain any confidential information; and (x) in
creating the Submission Materials, preparing them for the Contest, entering the
Contest, and submitting your Submission Materials to the Contest, 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 your Submission Materials do not and shall not contain any material that,
in Sponsor'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 YouTube Site, the Registration Site, the Contest, 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. Sponsor 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. Sponsor reserves the right to disqualify
you, and to refuse or reject your Submission Materials and/or Entries, if
Sponsor 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 Sponsor 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. Without limiting
Section 4(d) of the Official Rules, you agree to indemnify and hold
harmless Sponsor, Warner Music Inc., the "Atlantic Records" label,
and each of the other Contest Entities, and the respective employees, officers,
directors, shareholders, agents, representatives, vendors, suppliers, and third
party service providers of the foregoing, from and against any and all Losses
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, your Submission Materials or Entries; (b) your use of or
access to, or your inability to use or access, the YouTube Site or the
Registration Site; (c) any breach by you of any covenant, representation,
or warranty set forth in this Submission Agreement; or (d) any claim that
your 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. Limitation
of Liability. To
the extent permitted by applicable law:
(a) in no event will Sponsor, Warner Music Inc., the “Atlantic
Records" label, or any other Contest Entity be responsible or liable for
any damages or losses of any kind, including without limitation indirect,
incidental, consequential, or punitive damages, arising out of or related to
this Submission Agreement or your Submission Materials or Entries, even if a
Contest Entity has been advised of the possibility of such damages; and
(b) in no event shall Sponsor's aggregate liability arising out of or
relating to this Submission Agreement (regardless of the form of action giving
rise to such liability, whether in contract, tort or otherwise) exceed
fifty dollars ($50.00).
8. Severability. If any provision of
this Submission Agreement is held to be invalid or unenforceable, such holding
will not affect the validity or enforceability of any other term hereof, and this
Submission Agreement will be interpreted and construed as if such term, to the
extent such term will have been held to be invalid or unenforceable, had never
been contained herein. In addition, if
any provision of this Submission Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be enforceable to the
extent compatible with applicable law.
9. Assignment. This Submission Agreement, and any rights
and licenses granted hereunder, may not be transferred or assigned by you, but
may be transferred or assigned by Sponsor without restriction.
10. Printed
Copy. At
any time upon Sponsor's request, you agree to execute a non-electronic hard
copy of this Submission Agreement and/or the Official Rules.
11. Survival. The licenses and
rights granted and assigned by you in and to the Submission Materials and
Entries, 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
for any reason.