ONLINE SUBMISSION AGREEMENT
This Online Submission Agreement (“Agreement”) governs the submission of any materials by you to W.R.A.P Broadcasting LLC (“WRAP TV” or “WRAP Television”) through the Company’s websites including, but not limited to, the internet submission portal(s) found at www.wrapbroadcasting.com and www.wraptelevision.com (collectively and individually, the “Submission Portal”) by any device or means. Materials submitted to Company may include, but not be limited to, scripts, text, photographs, film, video, software, digital content, and content in any other form or medium (“Materials). By submitting Materials you are expressly agreeing to the terms of this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES WHEN YOU SUBMIT MATERIALS ONLINE THROUGH THE SUBMISSION PORTAL.
1. No Minors: The Submissions Portal is only offered and made available to users of the Company’s website(s) aged 18 years old or older and not considered a minor in the user's jurisdiction of legal residence. Minors are prohibited from submitting Materials via the Submission Portal. By submitting Materials via the Submission Portal, you are representing and verifying that you are 18 years old or older and not a minor in your jurisdiction of legal residence.
2. Submissions: You are submitting Materials via the Submission Portal for review by Picture It for the possible development, option, purchase, production, and/or distribution of such Materials pursuant to a negotiated agreement between you and Picture It. The submission of any Materials via the Submission Portal and/or the discussion of any such Materials with the Company will not obligate Picture It to read, review, store, return or use the Materials in any way or enter into any agreement with you to develop, option, purchase, market and/or distribute the rights in the Materials.
3. Acknowledgments: You acknowledge that: (a) Company receives many submissions of ideas, formats, stories, designs, suggestions and the like and literary, dramatic, musical, multimedia and other materials (collectively, "Ideas") and that many of them are identical or similar to Ideas developed by or for Company or that otherwise may be available to Company; (b) Company has adopted the policy of refusing to accept, consider or review Materials without an agreement in substantially this form; (c) Company has refused to accept, consider or review the Materials in the absence of your agreement to all of the provisions of this Agreement; (d) You have not previously submitted or disclosed the Materials, or any version thereof, to Company, directly or indirectly; (e) there is and will be no confidential relationship between you and Company, nor will Company have any fiduciary duty to you, whether as a result of your submitting the Materials to Company or otherwise and that Company need not keep the Materials confidential; (f) nothing herein or otherwise means that Company consider the Materials to be novel, concrete, valuable or usable for any purpose; (g) except as specifically set forth in this Agreement, Company has no obligation or liability to you with respect to any of the Materials, as a result of Company’s review or use of the Materials or otherwise; (h) Company has no obligation to compensate you in any way, and you have no expectation of receiving and will not be entitled to receive any compensation or other consideration arising out of or related to the Materials unless you and Company agree in writing to the contrary; and (i) Company’s use of Ideas containing elements similar to, identical with or apparently derivative of legally protectable elements of the Materials will not obligate Company to you in any manner whatsoever if obtained at any time from anyone other than you or developed by Company at any time independently of any of the legally protectable elements of the Materials.
4. Consideration: In consideration of your agreement to the terms of this Agreement and the submission of the Materials to Company, Company will cause the Materials to be reviewed within a reasonable time. Other than as specifically provided for in this Agreement, you shall not be entitled to any other consideration from Company arising out of or in connection with the Materials.
5. Delivery and No Obligation to Return of Materials: You have retained at least one (1) copy of the Materials prior to delivery to Company. The company has no obligation to return the Materials to you.
6. Representations/Warranties/Indemnity: You represent, warrant and agree that: (a) the Materials were wholly created and are owned solely by you, (b) no one else collaborated with you in or in connection with the creation or preparation of any of the Materials and no one else has any right, title or interest therein or thereto of any kind; (c) you have the full right, legal capacity and authority to submit the Materials to Company upon all of the terms and conditions stated herein and to agree to and perform this Agreement; (d) the description of the Materials contains a full and complete description thereof including, but not limited to, any legally protectable materials or elements that are not, and which you know or reasonably should know are not, wholly owned and controlled by you; (e) you waive any socalled "droits moral" or "moral rights of authors" or any similar or analogous law or decision anywhere, without limitation or restriction; (f) the Materials do not, in whole or in part, violate or infringe upon any applicable law, rule, regulation or right of any third party whatsoever; and (g) the Materials are not the subject of any guild, union, copyright, patent, trademark, service mark or other similar application or registration. You shall indemnify Company from all claims, costs, expenses, losses, damages or liabilities (including reasonable attorneys', accountants' and experts' fees and costs, whether or not litigation is commenced) that may be asserted against or incurred by Company or any of Company’s affiliates, or Company’s or their respective officers, directors, owners, partners, members, employees, representatives, successors, licensees or assigns, at any time in connection with, related to or arising out of any breach or alleged breach of any of your representations, warranties or agreements contained in this Agreement.
7. Arbitration of Disputes: If there is any dispute arising out of this Agreement, including a dispute about the validity, operation, meaning or breach hereof, the dispute between the parties (the “Dispute”) shall be submitted to final and binding arbitration, which shall constitute the sole dispute resolution mechanism hereunder and you irrevocably waive any rights to seek other relief at law or equity. The arbitration shall be controlled by the terms of this agreement, on an individual and not class basis only, and any award favorable to you shall be limited to the fixing of compensation for Company’s use of the Submitted Material, which shall bear a reasonable relation to compensation normally paid to persons of your present stature and experience for Company’s use of similar material. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Atlanta office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Atlanta, Georgia before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow Georgia law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Georgia state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Atlanta, Georgia. The party seeking enforcement of any arbitration award shall be entitled to an award of all costs, fees and expenses, including reasonable outside attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. Without limiting the generality of the foregoing, you understand that you are waiving a right to a trial, to seek an injunction or to any other relief other than as expressly provided for in this section.
8. Assignment: You agree that you have no right to assign this Agreement, in whole or in part, to anyone but that Company has the unrestricted rights to assign, delegate or otherwise transfer this Agreement, in whole or in part, or any of Company’s rights or obligations hereunder. This Agreement shall inure to the benefit of the parties hereto, and their permitted successors or assigns. Any permitted successor or assign shall be a third party beneficiary of this Agreement.
9. More Than One (1) Submitter: If more than one (1) person is the submitting party, references to “you” or “my” throughout this Agreement shall apply to each such person, jointly and severally.
10. Severability: Should any provision, or part of any provision, of this Agreement be void or unenforceable, such provision or part shall be deemed omitted, and this Agreement with such provision or part omitted shall remain in full force and effect. This Agreement at all times shall be construed so as to carry out the purposes stated herein regardless of the fact that it was prepared by Company.
11. Entire Agreement: No representations, warranties, promises or agreements of any kind have been made to you except as specifically set forth herein. This Agreement sets forth the entire understanding of you and Company. This Agreement, as may be amended by Company, shall apply equally to any other Ideas or other materials that you may submit to Company at any time or times unless you and Company agree to the contrary in writing.
12. Survival of Representations and Warranties: All agreements, representations and warranties made in this Agreement shall survive the execution, delivery and performance of this Agreement or any other documents or instruments contemplated hereby.
13. Applicable Law: This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed and enforced in accordance with, the laws of the State of Georgia, excluding any laws or principles regarding the conflict or choice of laws, applicable to agreements wholly negotiated, entered into and to be performed in that State by parties resident and subject to the personal jurisdiction of the courts located therein.
14. Jurisdiction: Subject to paragraph 7 above, any legal action or proceeding with respect to this Agreement or the subject matter hereof, or any action or proceeding to execute or otherwise enforce any judgment obtained or any appeal therefrom, shall exclusively be brought in the courts of the State of Georgia or in the federal courts of the United States located in the State of Georgia. Each party hereto absolutely, irrevocably and unconditionally waives: (a) any objection which it may now or hereafter have to the venue of any such action or proceeding brought in the aforesaid courts; and (b) any claim that any such action or proceeding brought in any such court is brought in an inconvenient forum.
15. Section and Paragraph Headings: The various headings used in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
16. Further Assurances: At any time or from time to time upon your request, you shall duly execute, acknowledge and deliver, or cause to be duly executed, acknowledged and delivered, such further documents and instruments, and do such other acts and things as Company may request in order to effect fully the purposes of this Agreement.
17. Enforceability: YOU ACKNOWLEDGE THAT THIS AGREEMENT IS NEITHER UNCONSCIONABLE NOR ADHESIVE. YOU HAVE DECIDED TO SUBMIT THE MATERIALS TO COMPANY ONLY AFTER READING AND FULLY UNDERSTANDING THIS AGREEMENT AND ITS CONSEQUENCES AND OBTAINING SUCH LEGAL COUNSEL AND OTHER BUSINESS AND FINANCIAL ADVICE AS YOU HAVE DETERMINED NECESSARY. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY HAVE ANY LESS RIGHTS THAN ANY MEMBER OF THE PUBLIC WOULD HAVE IN THE ABSENCE OF THIS AGREEMENT. YOU INDICATE YOUR AGREEMENT HERETO BY CLICKING THE BUTTON ON THE WEBSITE. YOU WILL HAND SIGN A VERSION OF THIS AGREEMENT AND RETURN IT TO COMPANY UPON REQUEST.