You have indicated that you wish to submit to Lost Arts Entertainment LLC (“Lost Arts”) certain ideas, proposals, marketing or promotional plans, program formats, treatments or other material (the “Material”). By entering your birthdate, email, and checking “I have read and agree to the terms and conditions” in the space indicated below, you confirm that you have read this release concerning the acceptance of the Material, for review, and you also accept the terms of this release. The Material should be summarized in detail in the files attached to this submission.
The following shall constitute our agreement with respect to the Material:
- In consideration of your agreement to the terms and conditions set forth below, Lost Arts agrees to use good faith efforts to cause its appropriate employee having the duty of evaluating material of the type now being submitted by you to review your Material. However, Lost Arts shall have no obligation to do so nor to inform you of its evaluation.
- You acknowledge that because of Lost Arts’ position in the entertainment industry Lost Arts receives numerous unsolicited submissions of ideas, formats, stories, suggestions and the like and that many such submissions heretofore or hereafter received by Lost Arts are similar to or identical to those developed by you or otherwise available to Lost Arts. You further understand that Lost Arts would refuse to accept or otherwise evaluate said Material in the absence of your acceptance of each and all of the provisions of this agreement. You acknowledge that there does not now exist, nor has there ever existed, nor will there exist, a fiduciary relationship between you and Lost Arts and you
further acknowledge that no such relationships are established between Lost Arts and you by reason of this agreement or by reason of my submission to Lost Arts of said Material. You requested this opportunity to submit your Material to Lost Arts and you make this submission voluntarily and on an unsolicited basis. You and Lost Arts have not yet reached an agreement concerning the use of the Material and you realize that no obligation of any kind is assumed by, or may be implied against, Lost Arts unless and until a formal written contract has been entered into between you and Lost Arts, and then the obligation shall be only as is expressed in the formal written contract. Nothing in this agreement, nor the submission of the Material, shall be deemed to place Lost Arts in any different position from any other member of the public with respect to the Material. Accordingly, any part of the Material which could freely be used by any member of the public may be used by Lost Arts without liability to you.
- You declare that all of the important features of your Material, and the particular items being submitted by you (e.g., script, outline, drawings, photographs, taped materials, etc.) are summarized in the files attached to this submission, and you have disclosed no other features to Lost Arts.
- You acknowledge that this release covers and governs any and all of the Material, whether first submitted to Lost Arts contemporaneously with, or prior to, or following, the execution of this release, and applies also to any submission of the Material made to Lost Arts by another source, directly or indirectly, by or through you.
- You represent and warrant that (i) you are the sole and exclusive creator, author and owner of the Material (other than to the extent within the public domain) or have acquired said Material as the employer-for-hire of all contributors thereto, (ii) that to your knowledge no other person, firm or corporation has any right, title or interest to the Material or is entitled to any payment or other consideration as a condition of the exploitation of said Material, (iii) that you have the exclusive, unconditional right and authority to submit and/or convey said Material and any and all rights therein and thereto to Lost Arts upon the terms and conditions set forth herein; (iv) the Material is free of all claims or encumbrances, and (v) neither the Material nor the Lost Arts’ consideration of it constitutes defamation, libel or slander of a third party, nor violates any third party’s right of privacy or publicity. You further warrant that no rights in the Materials have previously been granted to anyone nor has the Material otherwise been exploited in any way. You believe your Material and its features may be unique and novel.
- Notwithstanding the foregoing, you cannot and will not assume or infer from the fact that Lost Arts will accept your offer to submit the Material to Lost Arts, that Lost Arts regards your Material, or any part thereof, as novel, valuable or usable. You recognize that other persons including Lost Arts employees may have submitted to Lost Arts or to others or made public, or may hereafter originate and submit or make public, similar or identical material or elements which Lost Arts shall have the right to use, and you understand that you will not be entitled to any compensation because of Lost Arts’ use of such other similar or identical material (either because such features or elements were not new or novel, or were not originated by you, or were or may hereafter be independently created and submitted by other persons, including Lost Arts’ employees) or any of said material
which is not concrete, or which is not protectable as literary property under the laws of plagiarism, or which a third person would be free to use if the material had not been submitted to him or had not been the subject of any agreement with him, or which is in the public domain. Any of said material which, in accordance with the preceding sentences, Lost Arts is entitled to use without obligation to you is hereinafter referred to as “unprotected material”. Subject to the foregoing provisions, Lost Arts will not make any use of any legally protectable portion of your Material unless you and Lost Arts have agreed in a writing signed by both parties concerning your compensation for such use, which compensation (i) shall be consistent with Lost Arts’ standard method of calculating such compensation, and (ii) shall in no event be greater than the compensation normally paid by Lost Arts for similar Material from comparable sources. You shall retain all rights to submit this or similar Material to entities or persons other than Lost Arts.
- You agree to indemnify, defend and hold harmless Lost Arts, its related and associated entities, their affiliates and subsidiaries, and each of their respective directors, officers and employees, from and against any claim, loss, obligation, liability, or expense (including attorneys’ fees and punitive damages) that may be asserted against them in connection with said Material, or any use thereof, including without limitation those arising from any breach or alleged breach of the warranties, representations and/or promises given by you in this Agreement.
- Any controversy arising out of or in connection with this agreement, including without limitation any claim that Lost Arts has used any legally protectable portion of your Material in violation of the terms hereof, shall be governed
by the laws of the State of Colorado, and the parties consent to the jurisdiction of the state and federal courts located in Douglas County, Colorado for the resolution of such matters. In the event of such controversy you agree that you shall assert such claims not later than six (6) months after the date on which you first learned (or reasonably should have been aware) of Lost Arts’ use or intended use of any portion of the Material. You further agree that your rights and remedies, if any, shall be limited to an action to recover money damages in an action at law, and without limitation of the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of Lost Arts’ programming, promotional or marketing plans, and/or any of the subsidiary rights in connection therewith.
- You have retained a copy of this Release and of your Material, and you release Lost Arts from liability for loss or damage to the Material. You also acknowledge and agree that Lost Arts is not obligated to return your Material to you. Lost Arts’ review of your Material constitutes Lost Arts’ acceptance of the terms and conditions set forth herein, and Lost Arts shall have relied upon your agreement herein in considering your Material for review. Lost Arts agrees to use reasonable efforts to keep all the Material confidential.
- Either party to this agreement may assign or license their respective rights hereunder, but such assignment or license shall not relieve such party of their respective obligations hereunder. This agreement shall inure to the benefit of the parties hereto and their respective heirs, successors, representatives, assigns and licensees, and any such heir, successor, representative, assign or licensee shall be deemed a third party beneficiary under this agreement.
- You hereby acknowledge and agree that there are no prior or contemporaneous oral agreements in effect between you and Lost Arts pertaining to said Material, or pertaining to any material (including, but not limited to, agreements pertaining to the submission by me of any ideas, formats, plots, characters, or the like). You further agree that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement has been prepared and entered into by both you and Lost Arts, and then the rights and obligations of each of us shall be only such as are expressed in said formal written agreement.
- You hereby state that you have read and understand this agreement and that no oral representations of any kind have been made to you. This Submission Release constitutes our entire understanding and agreement, and supersedes all prior understandings, whether written or oral. Any subsequent modification or waiver of this Submission Release must be in writing, signed by both of us. The invalidity of any provision hereof is not to affect the remaining provisions.
- You are executing this release voluntarily, without coercion or undue influence from any source, and do so with complete understanding of all of its terms and effects, and every portion thereof. You agree that no obligation of any kind is assumed or may be implied against Lost Arts by reason of Lost Arts’ consideration of the Material or any discussions or negotiations Lost Arts and you may have with respect thereto.
- Should any provision or part of any provision be void or unenforceable, such provision 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 stated herein.
As used in this release, the terms “you” and “your” includes and binds the undersigned and any and all legal representatives of the undersigned. As used in this release, the terms “Lost Arts” and “we” includes and inures to the benefit of Lost Arts Entertainment LLC and their successors, assigns, employees, officers, directors, licensees, and associated companies and individuals.