Submitted Materials Release
“I” or “my” or “me” or “we” or “our” refers to you as a user of the websites and/or submitter of the application material and/or anyone who may be competing for the beneﬁt of such party to participate in the reality-based competition online and/or offline television series currently entitled “Startup Hero” (“Series”).
Eleven Eleven Foundation (“Producer”)
24, Al Sila Tower,
Al Maryah Island,
Abu Dhabi, United Arab Emirates
Attn: Startup Hero
Ladies & Gentlemen:
I (which term shall include any entity or collaborators set forth below) would like to be considered as a participant on the reality-based competition online and/or offline television series currently entitled “Startup Hero” (“Series”). Accordingly, I desire to submit material, including without limitation video, photographs, jingles, information contained in my Application Form, any names, logos, artwork, packaging, trademarks and service marks related to the business I may present as part of my potential participation in the Series (collectively “Business Indicia”) and any other material that I provide or may provide in connection with the Series (all of the foregoing herein called “Submitted Material”), owned and/or controlled by me so as to offer Producer the opportunity to decide whether Producer wants to consider me to be a participant (“Participant”) on the Series, and with respect to Producer’s possible use of the Submitted Material in the television, entertainment and advertising ﬁelds.
I acknowledge and agree that, but for my agreement to the terms set forth herein, Producer would not agree to accept for consideration or review the Submitted Material. Accordingly, for good and valuable consideration, the receipt and sufﬁciency of which are hereby acknowledged, I hereby acknowledge and agree to the following (“Agreement”):
- I acknowledge and agree that, if Producer selects me for further consideration in the Participant selection process, I will complete and execute further agreements requested by Producer or Series distributors, (collectively “Participant Agreements”). I acknowledge and agree that (a) unless and until I execute such Participant Agreements, Producer might not consider me as a possible Participant for the Series and (b) Producer is accepting my Submitted Material in reliance on my completion and execution of the Participant Agreements.
- I shall not receive any compensation or credit for submitting the Submitted Material to Producer and understand that Producer may view the Submitted Material.
- I hereby grant to Producer, Saygin Yalcin, and their respective parents, subsidiaries, successors, assigns, afﬁliated and related entities, licensees, and the respective owners, ofﬁcers, directors, members, contractors, agents and employees of each of the foregoing, as well as any online and/or offline television and video network, television stations and other media exhibitors that exhibit or have the right to exhibit the Series (collectively “Releasees”) the perpetual, irrevocable right and license to distribute, broadcast, and otherwise exploit the Submitted Material, gratis, throughout the universe, in any and all manners, formats and media, whether now known or hereafter devised, in and in connection with the Series or otherwise, including, without limitation, the non-exclusive, fully paid, universal license to use, copy, digitize, sublicense, transmit, distribute, publicly perform, publish, delete or display such Submitted Material, or any portion thereof, in any media now known or hereafter devised including, without limitation, the Series. I authorize the Releasees, and any entities afﬁliated, related or in privity with Releasees, to utilize on a non-exclusive basis, throughout the universe, in perpetuity and in any manner they see ﬁt, the Submitted Material (including without limitation use in advertising, publicity, marketing, promotional and commercial tie—in purposes in connection with the Series, all allied, ancillary and subsidiary rights therein and thereto, or any other use in connection with the Series in all media now known or hereafter devised), and to make derivative works from such materials. I agree that such use shall be freely assignable by Producer and that Producer and Producer’s assignees and licensees shall have no obligations whatsoever to me (including without limitation no obligation to make any payments to me or to obtain my approval). I hereby grant Producer permission to and Producer shall have the right and sole discretion to edit, alter, modify or change any part of the Submitted Material for any reason in connection with Producer’s (or Producer’s assignee’s or licensee’s) use thereof. It is hereby understood and agreed that the licenses granted in this paragraph shall be exclusive to Releasees from the date hereof through and until twelve (12) months after the initial broadcast of the ﬁnal episode of the cycle of the Series for which I would like to be considered as a Participant (regardless of whether Producer selects me to be a Participant on the Series) and non—exclusive thereafter; provided that Producer’s license with respect to Business Indicia shall be non-exclusive.
- I recognize the possibility that the Submitted Material may be identical with or similar to material which has or may come to Releasees and/or Releasees’ afﬁliated or related entities from other sources. Receiving identical or similar material has given rise to litigation in the past so that unless Releasees can obtain adequate protection in advance, Releasees will refuse to consider or post the Submitted Material. The protection for Releasees must be sufﬁciently broad to protect Releasees and all related parties, including without limitation Releasees’ parent, subsidiary, afﬁliated and related entities and their respective ofﬁcers, directors, shareholders, employees, contractors, agents, representatives, broadcasters, distributors, licensees, assigns, and all parties to whom the foregoing submit material or have been or may be involved in developing, ﬁnancing or exploiting materials and properties generally. Accordingly, as a further inducement to Producer to examine the Submitted Material and to consider me for selection as a Participant, I represent, warrant and agree, as follows:I acknowledge that the Submitted Material is submitted voluntarily and not in conﬁdence or in trust and that no conﬁdential or ﬁduciary relationship is intended or created between Releasees and me by reason of such submission or otherwise. Nothing in this Agreement, or the submission of the Submitted Material, shall be deemed to place Releasees in any worse position than any member of the public with respect to the Submitted Material. Accordingly, without limiting any of the rights and releases I have granted herein, any part of the Submitted Material which could be freely used by any member of the public may be used by Releasees without liability to me or any other party claiming from or through me.
b. I understand and agree that Releasees’ use of material similar to or identical with the Submitted Material or containing features or elements similar to or identical with those contained in the Submitted Material shall not obligate Releasees to negotiate with me nor entitle me to any compensation or other entitlement if Releasees determine that Releasees have an independent legal right to use such other material (either because, e.g., such features or elements were not new or novel, or were not originated by me, or were or may hereafter be independently created by or submitted to Releasees).
- I represent and warrant that the description provided above is true and accurate and that (i) I either solely own the Submitted Material, free of any lien or encumbrance, or have obtained all necessary rights to grant Releasees the right and/or to permit Releasees to use the Submitted Material in connection with the Series or otherwise, in any and all media, now known or hereafter devised, through the universe in perpetuity, and that I have all production, distribution and/ or exploitation rights in and to the Submitted Material, including without limitation all rights to the likenesses, names, voices and biographical information incorporated in the Submitted Material, any locations, any artwork, any logos or other intellectual property, and any and all other elements or content in the Submitted Material; (ii) it is original with me and not based on any other material or source; (iii) the use and exploitation thereof will not violate or infringe any third party rights; and (iv) I have the right to submit and to offer such material to Releasees without obligation to any third party, and the consent of no other person or entity is required for Releasees to fully exploit the Submitted Material as provided herein. I further represent that I am the sole copyright owner in all music and scoring incorporated in the Submitted Material as set forth herein or have obtained all necessary rights to grant Releasees the right and/or to permit Releasees to use all music and scoring incorporated therein. I further represent and warrant that I will not assert, maintain or assist other persons in asserting or maintaining against Releasees any claim, action, suit or demand of any kind or nature whatsoever related to the use of the Submitted Material, including without limitation those grounded upon copyright, trademark or patent infringement, invasion of privacy or publicity rights, other civil rights, or any other ground in connection with the use of the Submitted Material in the Series or in other productions. I further represent and warrant that I am competent to agree to all of the provisions in this Agreement.
- I agree that no obligation of any kind is assumed by Releasees or may be implied against Releasees (including, without limitation, any obligation to pay money) by reason of Releasees’ receipt or potential or actual review of the Submitted Material or any discussions or negotiations I may have. Without limiting the foregoing, I speciﬁcally acknowledge and agree that (a) I do not and will not under any circumstances have or assert any so-called “idea submission,” implied contract or similar claim against Releasees, and (b) Releasees are free to use (i.e., Releasees will not owe me any money or other obligation for using) any portion of the Submitted Material.
- Both Producer, on behalf of itself, Saygin Yalcin, and I acknowledge, understand and agree that any action, proceeding or litigation concerning this Agreement or my appearance or participation in the Series may only be brought in Dubai, United Arab Emirates, and that, subject to the arbitration proceeding below, the courts of Dubai, United Arab Emirates, shall have exclusive jurisdiction over me and the subject matter of any such proceeding. I agree that any and all disputes, controversies or claims arising under or relating to this release or any of its terms, including without limitation the applicability of this arbitration provision, any effort by any party to enforce, interpret, construe, rescind, terminate or annul this release, or any provision thereof, and any and all disputes or controversies arising under or relating to my possible appearance or participation in the Series that are not otherwise barred or released pursuant to the terms of this Agreement (collectively, “Matters”), and cannot be resolved through direct discussions, I agree to endeavor ﬁrst to resolve by mediation. Any such arbitration shall be conducted by a single, neutral arbitrator, who shall also be a retired judge of a state or federal court, experienced in entertainment disputes. I agree that the arbitrator’s ruling in the arbitration shall be ﬁnal and binding and not subject to appeal or challenge. I further agree that the arbitration proceedings, testimony, discovery and documents ﬁled in the course of such proceedings, including the fact that the arbitration is being conducted, must be treated as conﬁdential and must not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties’ attorneys and their staff, and any experts retained by the parties. By agreeing to arbitration, the parties acknowledge that they have waived the right to a trial. I further acknowledge and agree that the business realities of television productions of this nature, including the Series, create special circumstances for which Releasees must be able to maintain its ability to seek injunctive relief and/or other equitable and/or provisional remedies. Accordingly, I agree that nothing in this paragraph shall prevent Releasees from seeking provisional relief outside of arbitration. For example, a participant’s premature or threatened disclosure in violation of the conﬁdentiality provisions of this Agreement could result in a reduction of audience interest or other diminution in the value of the Series or Releasees’ rights hereunder, which would cause Releasees irreparable injury and damage that could not be reasonably calculated or adequately compensated by damages in an action at law. I hereby expressly agree that Releasees shall be entitled to injunctive and other equitable relief.
- I assume full responsibility for any loss of the Submitted Material for any reason including, without limitation, whether it is destroyed in connection with electronic submission (if permitted), mailed submission or otherwise. Releasees shall have no obligation to read or consider the Submitted Material or to return the Submitted Material to me.
- I hereby release Releasees to the maximum extent allowed by law of and from any and all claims, costs, demands and liabilities of every kind whatsoever, known or unknown, that may arise in relation to the Submitted Material or by reason of any claim now or hereafter made by or through me or on my behalf (even though I realize that such might be based on facts or circumstances not now known or suspected by me to exist, which if known or suspected, would have materially affected our decision to enter into this agreement) that Releasees have used or appropriated the Submitted Material. I am aware of the existence of section 1542 of the California Civil Code, which provides:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.Notwithstanding this provision, this Agreement shall constitute a full, final, and complete release, accord and satisfaction of each and every claim released hereunder that I have or may have, at any time, against Releasees. To the maximum extent permitted by law, I knowingly and voluntarily waive the provisions of section 1542 of the California Civil Code, as well as any other statute, law or rule of similar effect of any other jurisdiction throughout the world, and acknowledge and agree that this waiver is an essential and material term of this Agreement. I represent that I understand and acknowledge the signiﬁcance and consequence of the releases I have made herein and of my waiver of any rights I may have under section 1542 of the California Civil Code and any other similar statutes, laws and rules. Without limiting the foregoing, I further expressly waive and release all rights to seek and/or obtain injunctive or other equitable relief (including rescission hereof) against Releasees, in connection with this Agreement and any exploitation of the Submitted Material and in connection with any other material, whether or not in whole or part identical with or similar to the Submitted Material.
- I agree to defend (at Releasees’ option), indemnify Releasees and hold Releasees harmless from and against all liability, actions, claims, demands, losses or damages (including attorneys’ fees and costs and punitive damages) caused by or arising out of Releasees’ use of the Submitted Material or any rights granted by me herein in any manner, or as a result of any breach or alleged breach of any of my representations or warranties herein, including, but not limited to, those set forth in Paragraph 5, above.
- I am not now, nor have been in the past one (1) year, an employee or an independent contractor of Producer, any entity owned, controlled or afﬁliated with Saygin Yalcin, or any of their respective parents, subsidiaries or afﬁliated or related entities. Nothing in the application process is intended to create an employment relationship between me and any of the foregoing parties, and I agree that by applying to be considered for selection as a Participant, no such employment relationship is created or implied.
- Should any provision of this Agreement be void or unenforceable, such provision shall be deemed omitted, and this Agreement with such provision omitted shall remain in full force and effect.
- This Agreement is entire and shall be binding on the parties’ respective successors, assigns, licensees and all afﬁliated and related parties. No statements or representations have been made except those expressly stated in this Agreement. This Agreement may be modiﬁed only by subsequent written agreement. “I,” “me” and “my” refers to the party submitting the material, and any individual who may be competing for the beneﬁt of such party, to Producer.
- Producer and Releasees may freely assign, in whole or in part, their rights hereunder.
- This Agreement will be interpreted in accordance with the laws of Dubai, United Arab Emirates, applicable to agreements entered into and fully performed therein by residents of Dubai.
By submitting my application and/or using these websites, I (including all Collaborators) am voluntarily and knowingly agreeing to the terms and conditions of this Agreement.