Submission Agreement and Release Form
I am submitting to TaleFlick Inc (“TaleFlick”) a manuscript for consideration related to digital, television or film content and/or mobile or online application services and/or programming as described below, and the related written materials.
COPYRIGHT REGISTRATION (if any):
The written documents and any concept or idea associated therewith shall be referred to collectively herein as the “Material.”
I understand that this Submission Agreement and Release (“Agreement”) governs my submission of the Material to TaleFlick for purposes of consideration for future option, purchase and/or development.
1. In this Agreement:
- “TaleFlick” means TaleFlick Inc, its parent corporation, subsidiaries and any other persons or entities controlled by, controlling or under common control with TaleFlick Interactive Media, Inc., either directly or indirectly.
- “I,” “me,” “my,” or “author” refers to each person who has executed this Agreement.
- “Material” means the written documents identified above and any concept or idea associated therewith.
2. Acceptance: By clicking to confirm acceptance and/or by contributing any Material to TaleFlick, I hereby confirm acceptance to the terms of this Agreement.
3. Ideas are not protectable by copyright law and, except as expressly noted above, none of the Material constitutes protectable literary property.
4. I am submitting the Material voluntarily and not in confidence. No fiduciary or confidential relationship of any kind, express or implied, is assumed by or established with TaleFlick in connection with my submission of the Material. TaleFlick is not promising to pay me for submitting any of the Material or disclosing any ideas to TaleFlick. No contract, express or implied, imposing any obligation on TaleFlick with respect to the Material, including without limitation any obligation to pay me, shall be created unless and until there is an enforceable written agreement between me and TaleFlick.
5. TaleFlick has a policy of refusing to accept any ideas or related materials unless the author has signed and delivered an agreement substantially in the form of this Agreement. I am executing and delivering this Agreement (by clicking through my acceptance and/or submitting Material) to TaleFlick to induce TaleFlick to accept, consider and evaluate the Material.
6. By submitting the Material to TaleFlick I am granting to TaleFlick and its parents, subsidiaries, affiliates and licensees (collectively “the TaleFlick Parties”) the right to use, copy, reproduce, display, and distribute solely for evaluation and review purposes, the Material worldwide in any media for a period of one (1) year from the date I submit the Material to TaleFlick (the “Term”) which shall automatically renew for subsequent one (1) year terms unless I opt-out of extending the Term. I further grant to the TaleFlick Parties the exclusive, irrevocable, and assignable right of first refusal to option and/or purchase any rights (e.g. including, without limitation, motion picture, television, digital and other rights) (the “Rights”) in and to the Material. Prior to entering into negotiations with any third party regarding any Rights I agree to first contact TaleFlick here and give any of the TaleFlick Parties an opportunity to negotiate with me regarding the Rights in good faith for a period of thirty (30) days. If I am unable to reach an agreement in good faith the TaleFlick Part(ies) during such time I shall be free to pursue such third party offer.
7. I am the sole creator, author and owner of the Material and, to the best of my knowledge after the exercise of reasonable due diligence, no other person or entity has any right, title or interest in or to any of the Material. I have the exclusive right and authority to submit and convey the Material to TaleFlick upon the terms and conditions stated herein. The Material is original to me, licensed to me, or is in the public domain. The Material has not been sold, assigned, optioned or otherwise transferred by me, nor has it been used as a security for a loan or otherwise encumbered by me.
8. I am at least eighteen (18) years old. I am legally competent to enter into this Agreement.
9. Nothing contained in this Agreement nor the fact of my submission of the Material to TaleFlick shall place TaleFlick or any other person or entity to whom TaleFlick shows the Material in any different position than any member of the general public who has not seen the Material.
10. I believe the Material and its features are unique and novel; however, TaleFlick has access to and may create or have created intellectual property, business concepts, materials and ideas that may be similar or identical to the Material. I will not be entitled to any compensation or any other right because of the use of any such similar or identical concepts, materials or ideas that may be or may have been independently created by TaleFlick or by another person or entity or may come or may have come to TaleFlick from any independent source.
11. TaleFlick may use, without any obligation to me, any of the Material that is not protectable literary property or that TaleFlick otherwise would be free to use if the Material had not been submitted by me, including without limitation any intellectual property, business concept, material or idea that is in the public domain, which has been or may be independently created or conceived by another person or entity (including TaleFlick) prior to or after my submission of the Material to TaleFlick.
12. Except as otherwise provided herein, I hereby release TaleFlick and its affiliates, employees, representatives and advisors (collectively, the “TaleFlick Representatives”) from any and all claims, demands and liabilities that may arise in relation to the Material or by reason of any claim now or hereafter made that TaleFlick has used or misappropriated the Material or any portion thereof. Furthermore, I shall indemnify and hold TaleFlick and the TaleFlick Representatives harmless from and against any liabilities, losses, claims, demands, costs or expenses (including, without limitation, reasonable attorneys’ fees and court costs) incurred at any time in connection with the Material or in connection with any breach or alleged breach of any of the representations, warranties or agreements contained herein, including without limitation any liability for lost profits or any special, consequential or incidental damages by any party claiming against it (including without limitation damages for lost reputation, loss of credit, or value of credit). TaleFlick shall have no obligation to pay for any of my losses or costs, including without limitation my attorneys’ costs or fees, incurred in any action related to the Material. In the event of any dispute concerning the Material or this Agreement, my sole remedy shall be to seek damages (subject to the limitations above), and in no event shall I be entitled to seek injunctive or other equitable relief or undertake any legal efforts or restrict TaleFlick’s right to use the Material.
13. TaleFlick has not warranted, guaranteed or promised that it will purchase or use the Material that I submit, nor has TaleFlick promised to pay me for the service of submitting the Material, and no such warranty, guarantee or promise shall be made by TaleFlick except in a fully executed written agreement. Upon execution of any such agreement, our respective rights, privileges and obligations shall be governed solely by the terms thereof.
14. I must give TaleFlick written notice by certified or registered mail at TaleFlick’s address, which is 17328 Ventura Blvd, Suite 136, Encino, California, 91316, USA, (or at such other address as TaleFlick may direct) of any claim arising in connection with the Material or arising in connection with this Agreement within the period of time prescribed by the applicable statute of limitations, but in no event more than ten calendar days after I acquire knowledge of such claim, or if it be sooner, within ten calendar days after I acquire knowledge of facts sufficient to put me on notice of any such claim. My failure to give TaleFlick written notice will be deemed an irrevocable waiver of any rights that I might otherwise have with respect to any such claim.
15. I agree that any controversy or claim arising out of or relating to this Agreement or any breach of it (“Dispute”) or otherwise in connection with the Material, shall be settled by expedited arbitration according to the rules then prevailing of JAMS, unless the parties are able to arrive at a mutually satisfactory resolution of any such controversy by agreement. The arbitrator shall have the powers with respect to discovery of a Judge of the Superior Court of the State of California pursuant to California Code of Civil Procedure Sections 22016 et seq. The arbitrator(s) shall set forth in writing their findings of fact and conclusions of law and shall render their award based thereon. Upon application by either party to a court for an order confirming, modifying or vacating the award, the court shall have the power to review (a) whether the findings of fact rendered by the arbitrator(s) are supported by substantial evidence and (b) whether, as a matter of law based on such findings of fact, the award should be confirmed, modified or vacated. Upon such determination judgment shall be entered in favor of either party consistent therewith.
16. I agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between TaleFlick and me.
17. I have retained at least one copy of the Material, and I hereby release TaleFlick from any liability for loss or damage to the copies of the Material I have submitted to it. I agree that TaleFlick may retain the copy of the Material submitted to it and that there is no obligation that the Material be returned to me.
18. It is my sole responsibility to protect the Material, including filing or registering the Materials with the United States Copyright Office.
19. TaleFlick may assign its rights under this Agreement, in whole or in part, in any manner and to any person, corporation or entity that it shall determine.
20. This Agreement is complete in its entirety, and I have read and understood it. No statements or representations have been made to me, orally or in writing, except those stated in this Agreement. This Agreement may only be modified by a written agreement signed by TaleFlick and myself. If any provision of this Agreement is deemed void or unenforceable, such provision shall be omitted, and this Agreement with such provision omitted shall remain in full force and effect.
I understand that this Agreement establishes important legal rights and obligations. I have read this Agreement carefully and by continuing to use this site I acknowledge that I understand its terms and agree to those terms.
This Agreement was last modified on February 11, 2019.