READ CAREFULLY. BY SUBMITTING YOUR ARTWORK TO ADULT SWIM YOU ARE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS.
MUST BE 18+, LEGAL RESIDENT OF 50 U.S./D.C. TO PARTICIPATE
This Fan Artwork Release (“Agreement”) is between the you, (“Participant”) and The Cartoon Network, Inc., on behalf of its Adult Swim brand, and its parent, subsidiaries and affiliated companies, and each of their designees (jointly and severally referred to as “Producer”).
Producer, in its sole discretion, desires to feature certain authorized RICK AND MORTY-themed fan artwork (“Artwork”) on Producer’s RICK AND MORTY webpage and/or in other Producer-owned and operated media. Participant has been identified by Producer as a potential candidate for having his or her Artwork exhibited by Producer, subject to the terms and conditions of this Agreement.
For good and valuable consideration, including, without limitation, Participant’s opportunity to have his or her Artwork exhibited by Producer, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
1. Participant agrees that Participant is a legal resident of the fifty (50) United States/District of Columbia, at least 18 years of age (and, in any case, at least the age of majority in Participant’s state of residence) and that Participant has every right to contract on his or her own behalf. Participant agrees to timely execute and deliver to Producer any additional documents reasonably requested by Producer to perfect Producer’s rights under this Agreement.
2. Participant further agrees that Participant is (a) not under a contractual, employment, work-for-hire relationship, guild or other obligation that would restrict Participant’s ability to submit Artwork under this Agreement or otherwise limit Producer’s ability to exhibit the Artwork as contemplated in this Agreement; (b) the Artwork consists of only original material (other than the incorporation of any Authorized Producer Assets (as defined below)) and does not infringe on the rights or intellectual property claims of any third party; (c) Participant has sufficient rights to grant to Producer the rights granted in this Agreement and shall indemnify, defend and hold harmless the Released Parties (as defined below) for any Claims (as defined below) related to the Artwork, Producer’s exhibition of the Artwork or Participant’s breach or alleged breach of any of its covenants or obligations under this Agreement; (d) Participant has obtained all necessary rights, consents and permissions for the Artwork; (e) the Artwork does not and will not violate any law or regulation; (f) the Artwork is free of any third party liens or claims; and (g) the Artwork is not and will not be defamatory, libelous, pornographic or obscene, or constitute otherwise offensive or inappropriate content, as determined in Producer’s sole discretion.
3. It is Producer’s policy not to accept or consider content, information, ideas, suggestions or other materials (collectively, including, without limitation, the Artwork, the "Submitted Materials") other than those specifically requested by Producer and, then, subject to any specific terms, conditions and requirements that may apply thereto. This is to avoid any misunderstandings if Participant’s Submitted Materials are similar to those Producer has developed or is developing independently. Participant acknowledges and agrees that Producer is free to use any and all such independently created materials (in connection with this project or any other project or use) without any obligation or payment to Participant and waives any claim that Producer misappropriated the Submitted Materials or any elements thereof. By participating in the submission of Artwork to Producer, Participant agrees that any communications or Submitted Materials transmitted to Producer by mail, electronic mail or otherwise will be treated as non-confidential and non-proprietary. None of the materials contained in the Submitted Materials shall be subject to any obligation of confidence on the part of Producer and Producer shall not be liable for any use or disclosure of such materials.
4. Participant grants to Producer and its designees, without further notice or any compensation to Participant, an exclusive, irrevocable, perpetual, assignable, sublicensable, worldwide and royalty-free right and license to, in Producer’s sole and unfettered discretion, edit, modify, cut, rearrange, add to, delete from, reproduce, encode, store, modify, copy, transmit, publish, post, broadcast, display, adapt, exhibit and/or otherwise use or reuse the Artwork (in whole or in part), including, without limitation, your name, voice and likeness, in any and all media, throughout the world, and in any manner, for trade, advertising, promotional, commercial, or any other purposes (including in other programming or materials and/or in connection with third-party sponsors). Neither Producer nor any of its designees are obligated to exercise such rights or licenses.
5. Notwithstanding anything herein to the contrary, Producer is and shall remain the sole and exclusive owner of all rights, including, without limitation, intellectual property rights, in and to the names and logos of ADULT SWIM and RICK AND MORTY, and all related characters and elements (collectively, and including, without limitation, all derivative works, the Authorized Producer Assets). For avoidance of doubt, Participant is granted only a limited, revocable, non-assignable license (without right to sublicense) to use the Authorized Producer Assets solely for the purpose of creating Artwork for use by Producer in accordance with this Agreement. Participant shall retain ownership of all rights, title and interest in and to any original elements created by Participant and incorporated into the Artwork that are independent of the Authorized Producer Assets. Notwithstanding the foregoing and for avoidance of any doubt, Participant may use the Artwork as an example of his or her artwork but shall not use the Artwork, in whole or in part, for any commercial purposes or any other purposes that result in remuneration or other consideration that directly or indirectly benefits Participant, and shall not disseminate or otherwise submit the Artwork, in whole or in part, to any other entity or individual for exhibition or use.
6. In consideration of Producer’s consideration of Participant’s submitted Artwork, Participant, on behalf of himself/herself, Participant’s spouse or partner (if any), and each of Participant’s respective past, present, and future heirs, executors, estates, administrators, trustees, agents, representatives, and assigns (collectively “Releasors”), hereby irrevocably RELEASE, AGREE TO HOLD HARMLESS, WAIVE, AND DISCHARGE ANY AND ALL LIABILITY of Producer and each of its agencies, advertisers and sponsors, and each of their respective past, present and future parents, subsidiaries, and affiliates and their respective past, present and future officers, directors, employees, contractors, volunteers, insurers, licensees, agents, representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, demands, lawsuits, obligations, losses, damages, costs (including, without limitation, attorneys’ fees), and/or causes of action of any nature, (including, without limitation, claims for injunctive relief), whether arising from, without limitation, the sole or partial negligence of the Released Parties, which Releasors may have in connection with the Artwork or Participant’s participation in the submission of Artwork to Producer, including, without limitation, those arising from any alleged personal injury (including, without limitation, death), loss of consortium, property damage or loss, libel, slander, defamation, infringement of any right of publicity, invasion of privacy, false association or false endorsement, or exercise of any rights granted herein (collectively “Claims”). On behalf of the Releasors and Participant, Participant further hereby irrevocably and unconditionally acquit, COVENANT AND AGREE NOT TO SUE OR INSTITUTE ANY OTHER ACTION OR CLAIM, whether for damages or equitable relief, against the Released Parties for any Claims arising from the Artwork or Participant’s submission of the Artwork to Producer.
SECTION 1542 CAL CIVIL CODE: It is the intent of the parties hereto for Participant to provide the broadest release and discharge of liability possible under the law in accordance with the release set forth above. To that end, Participant expressly waives and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to § 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.
The parties further acknowledge and agree that this waiver is an essential and material term of this Release, and without such waiver the Release would not have been entered into. Participant further states that he/she understands and acknowledges the significance and consequence of this specific waiver of Section 1542.
7. Participant shall have no right to enjoin or otherwise restrain the development, production, advertising, promotion, distribution, exhibition or exploitation of the Artwork by Producer in accordance with this Agreement, any of the results and proceeds, or any other production or project of the Producer or any of its parents, subsidiaries or affiliates.
8. This Agreement supersedes any prior or contemporaneous understandings between Participant and Producer relating to the rights granted herein and no provision of this Agreement can be modified by any other instrument, invoice or document unless in writing and signed by the parties hereto. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or a federal, state or local administrative body, the other provisions of this Agreement shall remain in full force and effect. This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of New York (regardless of the place of execution or performance and without giving effect to any choice of law or conflict of law rules, which would cause the application of the laws of any jurisdiction other than the state of New York), and except where prohibited, that any and all disputes, claims and causes of action arising out of or connected with the contest or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in New York County, New York.
BY SUBMITTING ARTWORK TO ADULT SWIM, I ACKNOWLEDGE THAT I HAVE READ THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY IT.
