Terms and Conditions *
In consideration of Natural Visions Media’s review and consideration of the Proposal, Submitter hereby agrees as follows:
Submitter acknowledges that because of Natural Visions Media's position in the entertainment industry, Natural Visions Media receives numerous unsolicited submissions of ideas, format, content, stories, suggestions, talent concepts, programming, program concepts, business development ideas and the like and that many such submissions heretofore or hereafter received by Natural Visions Media are similar to those developed by Natural Visions Media or Natural Visions Media's employees or otherwise available to Natural Visions Media. Submitter understands that he/she will not be entitled to any compensation because of the use by Natural Visions Media of any such similar material. Submitter further understands that Natural Visions Media would refuse to accept or otherwise evaluate the accompanying Material in the absence of Submitter's acceptance of each and all of the provisions of this Release.
Submitter acknowledges that no fiduciary or confidential relationship now exists between Natural Visions Media and him/her, and Submitter further acknowledges that no such relationships are established between Natural Visions Media and him/her by reason of this Release or by reason of his/her submission to Natural Visions Media of his/her Material. On the other hand, Submitter shall retain all rights to submit this or similar material to persons other than Natural Visions Media.
Submitter requests that Natural Visions Media read and evaluate the accompanying Material; however, Natural Visions Media shall have no obligation to do so nor to inform Submitter of its evaluation, if any, or any information regarding Natural Visions Media's activities in the field to which the Material pertains.
Submitter represents and warrants that he/she is the sole originator and author of said Material; that he/she is the present and sole owner of all right, title and interest in and to said Material; that he/she has the exclusive, unconditional right and authority to submit and/or convey said material to Natural Visions Media upon the terms and conditions set forth herein; that no third party is entitled to any payment or other consideration as a condition of the exploitation of said Material; that all of the important features of said Material are summarized herein and that such Material is not defamatory and does not infringe upon or violate any privacy rights, copyrights, trademarks, publicity or other intellectual or proprietary rights of any third party. Submitter will indemnify Natural Visions Media from and against any and all claims, expenses, losses or liabilities (including, without limitation, reasonable attorneys' fees and punitive damages) that may be asserted against Natural Visions Media or incurred by Natural Visions Media at any time in connection with said Material, or any use thereof, including without limitation those arising from any breach or alleged breach of the representations, covenants, warranties and agreements made by herein.
Natural Visions Media may use without any obligation whatsoever to Submitter and without any payment to Submitter, any of the 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, i.e., any parts of the Material that are solely owned and controlled by Submitter pursuant to 15 U.S.C.A. §1051 et. seq. and/or protected by copyright for Submitter's benefit pursuant to 17 U.S.C.A. §101 et. seq. Any of said Material which, in accordance with the preceding sentence, Natural Visions Media is entitled to use without obligation to Submitter is hereinafter referred to as "unprotected material". If all or any part of said Material does not fall in the category of unprotected material and if it has not been independently created by or come from Natural Visions Media or any client of Natural Visions Media or an independent source, such part, if any, is hereinafter referred to as "protected material".
Natural Visions Media agrees that if Natural Visions Media uses or causes to be used any protected material provided it has not been obtained from, or independently created by, another source, Natural Visions Media will pay or cause to be paid to Submitter an amount which is comparable to the compensation normally paid for similar material or an amount equal to the fair market value thereof as of the date of this Release, whichever is greater.
Submitter agrees to give Natural Visions Media written notice by registered mail at Natural Visions Media's address as set forth in the address portion of this letter, of any claim arising in connection with said Material or arising in connection with this Release within ten (10) calendar days after Submitter acquires knowledge of such claim, or of Natural Visions Media's breach of failure to perform the provisions of this Release, or if it be sooner, within thirty (30) calendar days after Submitter acquires knowledge of facts sufficient to put him/her on notice of any such claim, or of Natural Visions Media breach or failure to perform. Submitter's failure to so give Natural Visions Media written notice will be deemed an irrevocable waiver of any rights Submitter might otherwise have with respect to such claim, breach or failure to perform. Natural Visions Media shall have ten (10) calendar days after receipt of such notice to attempt to cure any alleged breach or failure to perform prior to the time that Submitter may further assert any claim or cause of action as provided hereinafter.
In the event of any dispute concerning said Material or concerning any claim of any kind or nature whatsoever, arising in connection with said Material or arising in connection with this Release, such dispute will be submitted to binding arbitration. Each party hereto hereby waives any and all rights and benefits which he or she may otherwise have or be entitled to under the laws of the State of Kentucky or any State to litigate any such dispute in a court of law. Either party hereto may commence arbitration proceedings by giving the other written notice thereof by registered mail and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association. The arbitration shall be conducted in the County of Warren, in the State of Kentucky and in accordance with the then prevailing rules of the American Arbitration Association. The arbitrators' award shall be final and binding and a judgment upon the award may be enforced by any court of competent jurisdiction. The prevailing party in any arbitration pursuant to this Release will be entitled to recover its costs and expenses, including attorney's fees and expert's fees.
Either party may assign or license his, her, its or their rights hereunder, but such assignment or license shall not relieve either party of its obligations hereunder. This Release shall inure to the parties' benefit and to the benefit of the parties' heirs, successors, representatives, assigns and licensees, and any such heir, successor, representative, assign or licensee shall be deemed a third party beneficiary under this Release.
Submitter hereby acknowledges and agrees that there are no prior or contemporaneous oral agreements in effect between Natural Visions Media and Submitter pertaining to said Material, or pertaining to any material (including, but not limited to, agreements pertaining to the submission by Submitter of any ideas, formats, plots, characters, or the like). Submitter further agrees 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 Natural Visions Media and Submitter, and then Natural Visions Media's and Submitter's rights and obligations shall be only such as are expressed in the formal written agreement.
Should any provision or part of any provision of this Release be void or unenforceable, such provision or part thereof shall be deemed omitted, and this Release with such provision or part thereof omitted shall remain in full force and effect. This Release shall at all times be construed so as to carry out the purposes stated herein. The representations, warranties and indemnities shall survive the termination, completion or expiration of the review process.
This Release shall be governed by the laws of the State of Kentucky applicable to agreements executed and to be fully performed therein and venue for any legal action instituted with respect hereto shall be exclusively in Warren County, Kentucky.
Submitter hereby states that he/she has read and understands this Release and that no prior inducements, promises, or representations of any kind have been made to him/her, that this Release states the entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this Release must be in writing and signed by all parties.