Ideas

THIS SUBMISSION AGREEMENT (THIS “AGREEMENT”) IS AN AGREEMENT BETWEEN WHAT DO YOU MEME LLC AND/OR ANY OF ITS AFFILIATES, ON THE ONE HAND (COLLECTIVELY, “WDYM” OR “US”) AND YOU (AND ANY ENTITY WHICH YOU ARE ENTITLED TO REPRESENT TO THE GREATEST EXTENT PERMITTED BY LAW), ON THE OTHER HAND (“YOU” OR “YOUR”) GOVERNING THE SUBMISSION OF ANY IDEA, SUGGESTION, INVENTION AND/OR ANY OTHER MATERIALS (COLLECTIVELY, “SUBMISSIONS”) BY YOU TO WDYM. BY MAKING ANY SUBMISSION TO WDYM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. SUBMISSIONS

WDYM shall not be under any obligation to take any action with respect to your Submission except as may be set forth in a subsequent written agreement (an “Inventor Contract”), fully executed by You and WDYM. Further, you acknowledge that WDYM is not under any obligation to advise you whether or not it has reviewed your Submission or whether it is considering entering into an Inventor Contract with You. You shall not be entitled to any consideration, compensation and/or other relief in connection with the Submission unless provided for in an Inventor Contract executed by You and WDYM. This Agreement does not create any obligation for the parties to enter into any further business relationship.

2. CONFIDENTIALITY

“Confidential Information” means any material(s) included in the Submission that are unambiguously identified by You in writing as CONFIDENTIAL at or before the time such material(s) are disclosed to WDYM. If You do not unambiguously identify documents or information as CONFIDENTIAL at or before the time that information is disclosed to WDYM, then those documents shall not be treated as Confidential Information under this Agreement.

For the purposes of this Agreement, documents or information shall not be considered Confidential Information if WDYM can demonstrate that the documents or information (a) were known to WDYM prior to the date of the disclosure; or (b) were known to the public or generally available to the public prior to the date of the disclosure; or (c) becomes known to the public or generally available to the public subsequent to the date of disclosure through no act of WDYM contrary to the obligations imposed by this Agreement; or (d) is or was disclosed by You to any third party without an obligation to maintain confidentiality; or (e) is received in good faith by WDYM from a third party and is not subject to an obligation of confidentiality owed by WDYM to You.

You acknowledge that Confidential Information that You disclose to WDYM may be similar or identical to concepts that have been or may be developed by WDYM, or that have been or may be submitted and/or disclosed by third parties to WDYM, and that the adoption by WDYM of any such material(s) independently created or otherwise obtained from such an alternative source shall not be deemed a violation of this Agreement.

3. NON-DISCLOSURE AND NON-USE

WDYM shall use reasonable care to maintain the confidentiality of the Confidential Information. Provided that Your Submission has been reviewed by WDYM, WDYM agrees to not commercially exploit the Submission or the Confidential Information contained therein or otherwise use such Submission or Confidential Information in any manner, except as set forth in this Agreement, without Your consent.

A disclosure of Confidential Information by WDYM shall not be deemed to violate this Agreement if it is: (a) disclosed by an employee or agent of WDYM without WDYM’s informed authorization despite the exercise of a commercially reasonable degree of care by WDYM; (b) disclosed for the purpose of determining the commercial viability of the Submission or a possible Inventor Contract; (c) required to be disclosed by judicial or governmental action; or (d) disclosed in a judicial or governmental proceeding subject to a protective order.

Notwithstanding its confidentiality obligations hereunder, WDYM shall be entitled to disclose the Confidential Information to its officers, directors, employees, agents, vendors, licensors, licensees, and customers, without execution of a confidentiality agreement with such third parties, for the purpose of enabling WDYM to determine the commercial prospects of the Submission. This Agreement shall not be construed as preventing WDYM from disclosing and/or commercially exploiting some or all such Submission or Confidential Information to the public at any time after entering into an Inventor Contract with You.

4. YOUR REPRESENTATIONS AND OBLIGATIONS

You represent and warrant that: a) You are 18 years or older and have the power and legal authority to agree to be bound by the terms of this Agreement and to make the Submission; (b) You are the owner of all right, title and interest in and to all parts of the Submission; (c) the Submission does not infringe upon the rights of any third party, including without limitation any trademark, copyright, trade secret, patent and/or other intellectual property right; (d) the Submission is not protected by any confidentiality restrictions and is free and clear of any liens or claims that would restrict the use of such Submission in accordance herewith; and (e) making the Submission does not and will not violate the rights of any third party, whether by contract or otherwise.

You agree to defend, indemnify and hold harmless WDYM, its affiliates and licensees, and their respective officers, directors, employees, agents and representatives from any and all claims, suits, actions, losses, liabilities, damages and expenses (including costs and reasonably attorneys’ fees) arising from and/or connected to Your breach of this Agreement or Your representations herein. WDYM reserves the right to assume the exclusive defense and control of any matter for which You are required to indemnify WDYM hereunder, and You agree to cooperate with WDYMs’ defense of such claims.

It is hereby agreed that You shall not disclose to any third party, while this Agreement is in effect or after any termination thereof, any terms of the Inventor Contract, including but not limited to discussions and/or negotiations between You and WDYM relating to the Inventor Contract, nor any information concerning WDYM’s product line or business plans. If You violate the terms of this paragraph, WDYM’s obligations of confidentiality hereunder shall immediately extinguish.

5. TERMINATION

This Agreement, and the parties’ respective obligations thereunder, shall automatically terminate one (1) year after the date of this Agreement.

6. LIMITATION OF LIABILITY; RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE WDYM ENTITIES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF YOUR SUBMISSION, WHETHER OR NOT WDYM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement and/or the use of any Submission must be filed within sixty (60) days after such claim or cause of action arose or be forever barred.

7. MISCELLANEOUS

This Agreement constitutes the entire agreement with respect to the Submissions, which supersedes any and all prior agreements, whether written or oral. This Agreement cannot be amended except in a writing signed by an authorized representative of WDYM. This Agreement is and shall be binding on You and Your heirs, executors, administrators, successors and assigns, and may not be assigned by You without the prior written consent of WDYM. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral. This Agreement may not be modified except by a writing signed by each of the parties.

This Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws. You hereby expressly agree to irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts located in New York County, New York in connection with any action arising out of this Agreement, and waive any objection to such jurisdiction or venue based on forum nonconveniens or otherwise. In any adversarial proceedings between the parties arising out of this Agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including attorneys’ fees and expenses. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when actually received. Notices shall be delivered to You at the address set forth below and to WDYM at the address first set forth above, Attn: Ashlee Virtue.