These Submission Terms and Conditions (“Submission Terms”) set forth a legally binding agreement (“Agreement”) between you and the Public Broadcasting Service, its affiliated entities, licensees, designees and assigns (collectively, “PBS”) and govern your submission to PBS of all content and materials, including, without limitation, any still photographs, images, graphics, written material, recipes (written and illustrated), stories, personal or identifying information, video or audio recordings, motion pictures and/or other audiovisual material (collectively, the “Material”) in connection with the “Great American Recipe” project and series, including any derivative versions or subsequent productions thereof (collectively, the “Program”). When you submit the Material, you are signifying your agreement with and acceptance of all of the Submission Terms. PBS reserves the right to cancel or modify these Submission Terms at any time, in its sole discretion, without prior notice to you.
1. Rights Granted to PBS; Ownership of Program.
By submitting the Material, you grant PBS, and any sublicensees, including, without limitation, Optomen Productions, LLC (collectively, “Sublicensees”), a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable right and license to publish, reproduce, distribute, publicly display, publicly perform, edit, adapt, modify, exploit, share with and disclose to third parties, distribute and otherwise use the Material (or any portion thereof) in and in connection with the Program, and in the promotion, advertising, publicizing, marketing, sale and exploitation thereof, including, but not limited to, ancillary products, and in connection with PBS or otherwise, as PBS may determine its sole discretion, in any manner, and in any form, media, or technology now known or later developed or invented.
By submitting the Material, in addition to the rights, licenses and privileges referred to above, you are also granting PBS and any Sublicensees the royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable, right, license and permission to publish, reproduce, distribute, publicly display, publicly perform, edit, adapt, modify, exploit, share with and disclose to third parties, distribute and otherwise use and refer to your name, voice, likeness, image, characteristics and any identifying or biographical information (collectively, “Name and Likeness”) in and in connection with the Program, and in the promotion, advertising, publicizing, marketing, sale and exploitation thereof, including, but not limited to, ancillary products, and in connection with PBS or otherwise, as PBS may determine in its sole discretion, in any manner and in any form, media, or technology now known or later developed or invented.
You acknowledge and agree that as between you and PBS, and subject only to the licenses set forth in this Section, PBS is and shall remain the sole and exclusive owner of all rights of every kind and nature, including all copyrights therein and extensions thereof, in and to the Program.
2. No Compensation; No Credit.
You understand that you will not be paid, nor receive any fees, sums, consideration, or remuneration of any kind for the Material, the use of your Name and Likeness or any rights granted to PBS and/or any Sublicensees herein. You further understand that you will not be entitled to receive any credit or attribution of any kind in connection with PBS’s and/or any Sublicensees’ use, if any, of the Material or any other rights granted by you to PBS and any Sublicensees. Any credit or attribution is at the sole discretion of PBS.
3. Similar Material.
You acknowledge that other persons may have submitted Material to PBS, may have made public or developed, or may originate, submit, make public or develop Material similar or identical to all or a portion of your Material or concepts contained therein, and you understand and agree you will not be entitled to any compensation or credit because of the use or exploitation thereof and the submission of your Material, or any posting or display thereof, is not any admission of novelty, priority or originality. Even if you subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar or identical to that contained in the Material you submit or the Material or anyone else submits, that is purely coincidental and unavoidable.
4. No Obligation to Use.
PBS shall have the sole and exclusive right to determine, in its sole discretion, which submissions and Material, if any, will be featured in and in connection with the Program. You acknowledge and agree that neither PBS nor any Sublicensees have any obligation to exercise the rights granted to them herein nor to make any use of the Material or your Name and Likeness in connection with the Program or otherwise or to develop, produce, distribute, exploit the Program including, but not limited to, any ancillary products.
5. No Return of Material; Material Not Subject to Confidential Treatment.
You acknowledge and agree that once you submit the Material to PBS, such Material will become the property of PBS and PBS will be under no obligation to return such Material to you. You further acknowledge and agree that following your submission of the Material to PBS, PBS is under no obligation to keep or preserve such Material or keep such Material confidential and may freely disseminate such Material in accordance with these Submission Terms.
6. Representations and Warranties.
You hereby represent and warrant that: (i) the Material and all elements thereof are wholly original to you and the exercise of the rights granted herein to PBS and any Sublicensees will not infringe upon the rights of any third party, including, without limitation, copyright, trademark, unfair competition, privacy or publicity rights, or give rise to any actionable claim by any third party, including, without limitation, any claim for libel, slander or defamation; (ii) the rights granted herein to PBS and any Sublicensees will not violate any local, state, federal law, statute, ordinance, regulation, rule or code; (iii) the Material submitted by you is accurate and truthful; (iv) PBS’s and/or any Sublicensees’ use of the Material as contemplated in this Agreement does not and will not require the consent or approval of any third party, nor will PBS’s and/or any Sublicensees’ use of the Material require any payment(s) to be made to any third party; (v) you are at least eighteen (18) years of age and have the legal right and capability to enter into this Agreement and perform and comply with all of the Submission Terms; (vi) you are a citizen or permanent resident of the United States of America, its territories and possessions; (vii) neither your submission nor anything contained in the Material is subject to or under the jurisdiction of any guild or union collective bargaining agreement or any other agreement or pact; and (viii) you are submitting the Material voluntarily and without any promise or inducement.
Upon the request of PBS, you will furnish PBS any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the Submission Terms set forth in this Agreement, including, without limitation, the foregoing representations and warranties.
You agree to indemnify and hold harmless PBS, any Sublicensees and the officers, directors and employees and assigns of each of the foregoing, from and/or against any and all actions, claims, damages, costs, liabilities, loss and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a third-party claim, arising from or in connection with: (i) the exercise of the rights granted to PBS and any Sublicensees in this Agreement, (ii) PBS’s and/or any Sublicensees’ use of the Material; and/or (iii) any breach or violation of, any misrepresentation or inaccuracy in, any default under, or any failure to perform or comply with, any representation, agreement, obligation or warranty made by you in this Agreement. PBS reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with PBS’s defense of any claim. You will not in any event settle any claim without the prior written consent of PBS.
8. Release from Claims; Remedies.
You hereby release, discharge and agree to hold harmless PBS and any Sublicensees from any liability whatsoever and hereby waive any rights, claims and causes of action whatsoever, including, without limitation, libel, defamation, infringement and invasion of any right of privacy or publicity, arising out of your submission, or PBS’s use of, your Name and Likeness, the Material or any portion thereof. You agree that you will not be entitled to injunctive or other equitable relief against PBS and/or any Sublicensees, to rescind or revoke this Agreement or any of the rights granted by you hereunder, or to enjoin, prevent or otherwise interfere with the distribution, exhibition or other exploitation of your Name and Likeness, the Material or any portion thereof and/or the Program.
Further, to the maximum extent permitted by law, you waive any and all rights you may have under Section 1542 of the Civil Code of California, and every like provision in any foreign jurisdiction. Section 1542 provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
L9. IMITATION OF LIABILITY.
IN NO EVENT SHALL PBS NOR ANY SUBLICENSEES BE LIABLE TO YOU FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, WHETHER OR NOT ANY SUCH DAMAGES ARE WITHIN PBS’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF PBS, ANY SUBLICENESEES, OR THE AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES OF ANY OF THE FOREGOING.
10. Severability; Interpretation; Assignment.
If any provision of this Agreement, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Agreement. PBS may assign any and all of its rights and obligations set forth in this Agreement in whole or in part, to any party at any time without any notice. This Agreement may not be assigned by you in whole or in part.
11. Governing Law.
This Agreement is governed by the law of the Commonwealth of Virginia applicable to contracts performed entirely therein. You agree that the state and federal courts located in Virginia shall have jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, and you irrevocably agree that you are subject personally to the jurisdiction of such courts and waive any claim that it you are not subject personally to the jurisdiction of any such court or that any such suit or other proceeding is brought in an inconvenient forum or improper venue.
12. Complete Agreement; No Waiver.
These Submission Terms as set forth in this Agreement reflect our complete agreement regarding the subject matter hereof and supersede any prior agreements, representations, warranties, assurances or discussion related to the Material and/or the Program. No waiver or modification by you of any term of these Submission Terms or this Agreement will be effective unless in writing and signed by an officer of PBS.
End of Submission Terms.