All references to “WXXI” in this Release shall include any subsidiary or affiliated entities as well as WXXI’s trustees, officers, agents, employees, consultants, contractors, lessees, licensees, successors and assigns.
1. SUBMITTED MATERIAL: The submission, including, without limitation, all documents, correspondence, media, recordings, works and any other materials provided with the submission, are collectively referred to as the “Material.”
2. OWNERSHIP OF MATERIAL: Submitter represents that it is either: (a) the sole and exclusive creator and owner of the Material and that no other persons or entities have any right, title or interest to the Material; or (b) the sole and exclusive authorized representative of all persons or entities that may claim an interest in the Material, and that no other persons or entities other than those represented by Submitter have any right, title or interest to the Material. In addition, the Submitter represents that no rights in the Material have previously been granted to anyone, nor has the Material otherwise been exploited or distributed in any way.
3. DISCLOSURE NOT CONFIDENTIAL: Submitter acknowledges that WXXI may disclose the Material to its employees, and/or to individuals or entities outside WXXIs employ or control in order to determine the Material’s value to WXXI. It is understood that no confidential or fiduciary relationship is entered between Submitter and WXXI by reason of WXXI’s consideration of the Material or by reason of any discussions between Submitter and WXXI.
4. INDEPENDENT CREATION: Submitter acknowledges that WXXI receives many submissions and often receives identical material or ideas from independent sources. Consideration of the Material is not an admission by WXXI of the novelty, propriety or originality of the Material. WXXI shall not be obligated to further consider Submitter’s Material or to negotiate with or enter into an agreement with Submitter pertaining to the Material. Submitter acknowledges that WXXI has no obligation to accept, reject or otherwise act or cease to act on material that WXXI receives from independent sources, whether or not such sources or materials are related to Submitter or Submitter’s Material and Submitter is not entitled to any compensation by reason of the use by WXXI of such similar or identical material. Further, Submitter shall not hold WXXI liable for third-party submissions containing material similar or identical to the Material.
5. USE OF MATERIAL: Submitter agrees that any part of the Material that is not novel or original and/or is not legally protected (e.g., in the public domain) may be used by WXXI without any obligation to Submitter. Any consideration by WXXI of the Material does not waive WXXI’s right to contest the validity of any copyright, trademark, or other intellectual property rights claimed by Submitter.
6. REVIEW OF MATERIAL BY WXXI: Submitter represents that the Material is being submitted to WXXI voluntarily and without promise or inducement. Submission of the Material neither imposes nor creates any obligation on the part of WXXI to accept the Material for distribution or exhibition through any medium or platform or to acknowledge the submission of the Material. Submitter grants WXXI the right to possess, view, copy, and share the Material for the purpose of determining whether or not to act on the submission.
7. NO COMPENSATION: No agreement for compensation shall be implied from WXXI’s consideration or review of the Material, or from any discussions between Submitter and WXXI concerning the Material. If WXXI elects to use any portion of the Material which is legally protected, WXXI and Submitter shall negotiate in good faith concerning any such use. However, WXXI shall not be under any obligation to Submitter with respect to the Material except as may later be set forth in a fully executed written agreement between WXXI and Submitter.
8. ADDITIONAL REPRESENTATIONS: Submitter hereby represents and warrants that: (a) submission of the Material and WXXI’s review and use thereof shall not violate any personal or property rights of any third party or constitute defamation, libel or slander against any third party; (b) the Material is not subject to any current, anticipated or threatened litigation, arbitration or other dispute or adversarial claims or proceedings; and (c) Submitter has the full right and authorization to submit the Material to WXXI upon all of the terms and conditions stated herein.
9. SUBMISSION NOT RETURNED: Submitter must retain a copy of the Material and agrees that WXXI shall not have any obligation to return the submitted copy of the Material and that WXXI is under no obligation for any loss/damage to the submitted copy. Submitter fully releases and discharges WXXI from any liability in connection with any loss or damage to the Material and acknowledges that WXXI may destroy the Material after it is submitted to WXXI.
10. RELEASE: Submitter has fully read and understands and agrees to the terms and conditions of this Release. Submitter hereby releases, acquits and forever discharges WXXI of and from any and all claims, demands, actions, causes of action, suits, proceedings, 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 have or may have against WXXI arising from WXXI’s (or WXXI’s lack of) receipt, possession, use and/or disposal of the Material now or in the future.
11. INDEMNITY: Submitter agrees to indemnify, defend and hold harmless WXXI from and against any claim, loss, obligation, liability or expense including reasonable outside attorneys’ fees that may be asserted against or incurred by WXXI in connection with the Material submitted hereunder, any use of such Materials by WXXI or any breach of any representation, covenant or warranty made by Submitter hereunder. This indemnity includes without limitation any claims that the Material violates or infringes 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 Material constitute or include defamation of any person or entity.
12. ENTIRE AGREEMENT: This release constitutes the entire understanding of Submitter and WXXI as of the date hereof. WXXI reserves the right to update or vary the terms of this Release and its submission policies and procedures. Notice shall be deemed given if the updated or varied terms are publicly available and accessible, such as on the WXXI website or directly communicated to Submitter. No other agreement, written or oral, expressed or implied, exists between Submitter and WXXI with respect to the Material. Any modification or waiver hereunder or termination hereof must be in writing and signed by both Submitter and WXXI. 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.