By submitting any video content and/or written proposals to SDPB (“SDPB”) you, the submitter (“Submitter”) hereby agree to the following terms and conditions which constitute a release (the “Release”). The submission, including without limitation all documents, ideas, correspondence, media, recordings, works, and any other materials provided with the submission, if any, are collectively referred to herein as the “Materials.” Submitter understands and agrees that by submitting Materials to SDPB, the Submitter agrees to the terms and conditions in this Release. All references herein to SDPB shall include SDPB’s directors, officers, agents, employees, consultants, contractors, lessees, licensees, successors and assigns. Submitter agrees to this Release on behalf of itself and all other persons or entities that may claim an interest in the Materials (Submitter and all such other persons or entities are collectively referred to herein as the “Submission Owners”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Submitter hereby agrees, represents, warrants and covenants as follows:
1. Submitter acknowledges that submission of the Materials, and previous or subsequent discussions between Submitter and SDPB about the Materials, does not create any confidential or fiduciary relationship between SDPB, on the one hand, and Submitter or the Submission Owners, on the other hand. Submitter understands and agrees that SDPB does not undertake to consider the Materials in confidence. Submitter acknowledges that SDPB may disclose the Materials to various employees, and possibly even to individuals or entities outside SDPB’s employ or control, for any reason, including, without limitation, to comply with applicable laws and regulations; or to determine the Materials’ suitability for SDPB’s program services or other distribution.
2. Submitter acknowledges and agrees, on behalf of itself and the Submission Owners, that SDPB has made no claims, representations, warranties, promises or guarantees with respect to the Materials except with respect to ownership as set forth in Section 4 herein, and has provided no assurances about the process utilized by SDPB with respect to selection of submissions for inclusion in its program services or other distribution. Any submission to SDPB is made with the understanding that SDPB shall give the Materials such consideration as it merits in SDPB’s sole and final judgment, and SDPB is under no obligation whatsoever to use the Materials. SDPB is under no obligation to release to Submitter or the Submission Owners any details of SDPB’s actions in connection with the Materials or any information regarding SDPB’s activities in the field to which the Materials pertain. In the event SDPB does provide any comments or feedback, Submitter and the Submission Owners shall take, share and rely on such comments or feedback at their own risk and expense. Submitter and the Submission Owners waive any and all claims they may have against SDPB for reimbursement of costs, expenses, liabilities or damages arising from acts or omissions taken in reliance on the submission or SDPB’s comments or feedback, whether such claims may be based on theories of contract, implied contract, tort, statute or other legal theories. Submitter acknowledges that SDPB’s receipt and consideration of the Materials does not in any way constitute an express or implied endorsement or approval by SDPB of the content of the Materials or any opinion expressed therein. Submitter acknowledges that neither submission of the Materials nor any contact from or discussion with SDPB conveys any right to Submitter or the Submission Owners to use SDPB’s name, logo or other trademarks for any reason or in any manner.
3. Submitter acknowledges that SDPB receives hundreds of submissions and often receives similar or identical material or ideas from independent sources, and/or independently conceives or develops similar or identical material or ideas through its employees and staff. Consideration of the Materials is not an admission by SDPB of the novelty, propriety or originality of the Materials. SDPB shall not be obligated to further consider the Materials or to negotiate with or enter into an agreement with Submitter pertaining to the Materials. Submitter acknowledges that SDPB has no obligation to accept, reject or otherwise act or cease to act on material that SDPB receives from independent sources, whether or not such sources or materials are related to Submitter or Submitter’s Materials. Furthermore, Submitter shall not hold SDPB liable for third-party submissions containing material similar or identical to the Materials.
4. Without limiting any provisions of Sections 1 and 3 herein, the parties acknowledge that Submitter or the Submission Owners may jointly or severally claim an ownership interest in all or parts of the Materials pursuant to applicable copyright, trademark or other intellectual property law, and no ownership interest is assigned or transferred by or between the parties hereto by virtue of this Release or by submitting the Materials to SDPB. Submitter grants SDPB the right to possess, view, copy and share the Materials for the purpose of determining whether or not to act on the submission. Notwithstanding anything in this Release to the contrary, Submitter acknowledges and agrees that SDPB may disclose, copy and provide the materials pursuant to applicable laws, rules and regulations
5. By submitting Materials to SDPB, Submitter hereby represents and warrants that: a) Submitter is either: (i) the sole originator and owner of the Materials, and that no other persons, or entities have any right, title or interest therein or thereto; or (ii) the sole and exclusive authorized representative of the Submission Owners, and no other persons or entities other than those represented by Submitter have any right, title or interest therein or thereto. b) Submission of the Materials and SDPB’s review and use thereof shall not: (i) violate any personal or property rights of any third party, including without limitation rights of droit moral, privacy, publicity, copyright, trademark, or other intellectual property rights; or (ii) constitute defamation, libel or slander against any third party. c) SDPB shall not owe Submitter, the Submission Owners or any third party any payment or other compensation for receipt and consideration of the Materials. d) The Materials are not subject to any current, anticipated or threatened litigation, arbitration or other dispute or adversarial claims or proceedings. e) Submitter has the full right and authorization to submit the Materials to SDPB upon all of the terms and conditions stated herein. No persons or entities, other than those represented by the parties signing below or executing a separate but contemporaneous Release with respect to the Materials, have collaborated with Submitter in creating the Materials, nor do any persons or entities other than those represented by the parties signing below have any rights in such Materials inconsistent with Submitter’s agreement hereunder. g) The Materials are being submitted to SDPB voluntarily and without promise or inducement. h) Submission of the Materials neither imposes nor creates any obligation on the part of SDPB to accept the Materials for distribution or exhibition through any medium or platform or to acknowledge the submission of the Materials. i) Submitter has fully read and understands and agrees to this Release.
6. By submitting Materials to SDPB, Submitter hereby releases, acquits and forever discharges SDPB of and from any and all claims, debts, dues, accounts, demands, actions, causes of action, suits, controversies, proceedings, covenants, contacts, agreements, costs, expenses, liabilities, obligations and compensation of any kind whatsoever, in law or in equity, whether known or unknown, anticipated or unanticipated, accrued or hereafter to accrue, under any theory of law, which Submitter or the Submission Owners have or may have against SDPB arising from SDPB’s (or SDPB’s lack of) receipt, possession, use and/or disposal of the Materials now or in the future. Without limiting any other provisions herein, Submitter acknowledges and agrees that, in the event any claims are asserted, or any action or other proceeding are brought or commenced by Submitter or the Submission Owners against SDPB for any violation of the terms set forth herein, the sole remedy that could be awarded to Submitter or the Submission Owners shall be an injunction or other remedy at equity to prevent SDPB from further using the Materials. In no event shall Submitter or the Submission Owners seek monetary damages for any breach of these Release terms or otherwise.
7. Submitter and the Submission Owners agree to indemnify and hold harmless SDPB from and against any claim, loss, obligation, liability or expense including reasonable attorney’s fees that may be asserted against or incurred by SDPB in connection with the Materials submitted hereunder, any use of such Materials by SDPB or any breach of any representation, covenant or warranty made by Submitter or the Submission Owners hereunder. This indemnity includes without limitation any claims that the Materials violate or infringe any copyright, patent, privacy right, publicity right, trademark, service mark or any other personal property right of any person or entity, or that the contents of the Materials constitute or include defamation of any person or entity.
8. These terms and conditions constitute the entire understanding of Submitter and SDPB relating to the subject matter hereof, as of the date Materials are submitted by the Submitter to SDPB. No other understanding or agreement, written or oral, expressed or implied, exists between Submitter and SDPB with respect to the Materials. The invalidity of any provision hereof shall not affect the remaining provisions. The representations, warranties and indemnities herein shall survive the termination, execution, completion or expiration of this Release.
9. Submitter has retained a copy of the Materials and agrees that SDPB shall not have any obligation to return the submitted copy of the Materials to Submitter and that SDPB shall be under no obligation for any loss or damage to the submitted copy.