THIS PHOTOGRAPH SUBMISSION AGREEMENT (the "Agreement") is entered into on this, ______________ _____, ________.
BY AND BETWEEN:
PHOTOGRAPHY SUBMISSION AGREEMENT
This Agreement is in regard to the submission of the attached photograph, entitled , (hereinafter referred to as "Photo") for review and use by the Company directors, officials, officers, employees, service providers, contracters, agents and authorized representatives (the "Parties") for the purposes of determining whether the Photo is suitable for posting.
The Photographer understands and agrees that their acceptance and agreement to the Submission Agreement is a pre-requisite to the review of any Photo submitted by the Photographer and does not mean that the Company will post the Photo.
The Photographer hereby agrees as follows:
- The Photographer grants the Company a non retractable, royalty-free, worldwide license to possess, save, review, post and use the Photo (the "License"), or any portion thereof without limitation of a right to sublicense the License.
- The Photographer understands and agrees that the Company does not undertake to consider the Photo in confidence. The Photographer acknowledges that the Company must disclose the Photo to various parties, and possibly even to parties unrelated to the Company, who may be outside of the Company's control, to determine the suitability of posting the Photo.
- The Photographer submission of the Photo is made with the understanding that the Photo will be given such consideration as the Parties involved see suitable in their sole and final judgment, and are under no obligation to the Photographer whatsoever if the Parties do not review the Photo or do not desire to use or post the Photo. The Company is under no obligation to release to Photographer or advise Photographer of the Parties actions, or the reasoning behind their actions, in connection with their review or any use of the Photo.
- THE PHOTOGRAPHER HEREBY WAIVES AND DISCHARGES ANY CLAIMS AGAINST THE PARTIES CONCERNING THE PHOTO. PHOTOGRAPHER WILL NOT BE ENTITLED TO ANY COMPENSATION BY ANY OF THE PARTIES FOR THE PARTIES REVIEW AND/OR USE (IN ANY MANNER) OF THE PHOTO, OR ANY PORTION THEREOF, THAT IS SUBMITTED HEREUNDER. NOTHING STATED IN THIS SUBMISSION AGREEMENT CONSTITUTES AN ADMISSION OF ANY FACT OR WAIVER OF ANY RIGHT, REMEDY OR DEFENCE AVAILABLE TO THE PARTIES AND THE PARTIES HEREBY RESERVE SUCH RIGHTS, REMEDIES AND DEFENCES TO THE FULL EXTENT OF LAW, IN EQUITY AND BY AGREEMENT.
- Photographer hereby represents and warrants that:
- Photographer is the sole originator and owner of the Photo and any copyright related thereto and that no third party has any right, including, without limitation, moral rights, title or interest to the Photo;
- Neither the License nor the Photo nor the Parties review, use or posting thereof, will violate any personal or property rights of any third party, including but not limited to, copyright, privacy, moral or other intellectual property rights, nor will the Photo or the review thereof constitute defamation, libel or slander against any third party;
- Photographer has the full right and authorization to grant the License and to submit the Photo to the upon all of the terms and conditions herein stated;
- No party other than Photographer created the Photo nor do any parties other than Photographer have any rights in such Photo inconsistent with Photographer agreement hereunder; and
- Photographer expressly waives any moral rights they have in the Photo.
- THE PHOTOGRAPHER HEREBY AGREES TO PROTECT, DEFEND AND HOLD HARMLESS EACH OF THE PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, LIABILITY OR EXPENSE THAT MAY BE ASSERTED AGAINST OR INCURRED BY THE PARTIES IN CONNECTION WITH THE PHOTO SUBMITTED HEREUNDER, ANY USES OF SUCH PHOTO BY THE PARTIES OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY PHOTOGRAPHER.
- Photographer has retained a copy of the Photo and agrees that the Parties will not have any obligation to return the copy of the Photo submitted hereunder and that the Parties will be under no obligation for any loss or damage to the copy of the Photo that the Photographer has submitted.
- The Company will have the right to assign the Submission Agreement. Photographer will not assign the Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the Company, which consent may be unreasonably withheld.
- The Submission Agreement will be binding upon Photographer and Photographer heirs, successors and permitted assigns.
- Photographer hereby agrees to execute such further and other documents or assurances as the Parties may find necessary in order to give effect to the Submission Agreement.
- The Submission Agreement is governed by the laws of the State of and the federal laws applicable therein. The Photographer acknowledges that the restrictions are necessary and fundamental to the business of the Company, and are reasonable given the nature of the business carried on by the Company. It is agreed that each provision of this Agreement is separate and distinct, and is severable from all other separate and distinct provisions.
- If any of the activities, periods of time, or other matters contained in this Agreement are considered by a court as being unreasonable, the court will have the authority to limit such matters as deemed proper under the circumstances and if any provision is void or unenforceable in all or in part, it will not affect the enforceability of the rest of this Agreement. The Company will be entitled and has the right to obtain an injunction to ensure compliance with this agreement.
This Agreement has been entered into voluntarily, with full knowledge of its meaning, and without pressure.