Ideas

This Submission Agreement (the “Agreement”) is made by and between you and What Do You Meme LLC dba Relatable, and its subsidiaries and related companies (collectively, “Relatable”).

This Agreement represents the entire agreement between you and Relatable concerning your submission of a product concept, invention prototype, or other idea (the “Submission”) and is effective upon Relatable’s receipt of the Submission (the “Effective Date”).  Relatable is not under any obligation to take any action with respect to your Submission. This Agreement constitutes the entire agreement with respect to the Submission, and supersedes any prior agreements, written or oral. This Agreement shall be superseded only if you and Relatable subsequently agree to written agreement concerning the Submission (an “Inventor Contract”).

In providing us with the Submission, you represent and warrant that: (a) you are 18 years or older and have the power and authority to agree to be bound by the terms of this Agreement; (b) you are the owner of all right and interest in all parts of the Submission; (c) the Submission does not infringe upon or violate the rights of any third party, and (d) the Submission is not protected by any confidentiality or other
restrictions.

Relatable agrees to review your Submission for the sole purpose of evaluating whether to enter into an Inventor Contract with you. You agree not to disclose to any third party, including after termination of this Agreement, anything relating to your discussions with Relatable about the Submission, including discussions and/or negotiations between you and Relatable relating to the Inventor Contract, or information concerning Relatable’s business.

All information that you intend to be treated as confidential in this Submission shall be in writing and clearly marked as confidential at the time of disclosure. For the purposes of this Agreement, documents or information shall not be considered confidential if it: (a) was known to Relatable prior to the date of the disclosure; or (b) was or become known or generally available to the public; or (c) was disclosed by you to a third party on a non-confidential basis; or (d) is received in good faith by Relatable from a third party.

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

Relatable shall not disclose your submission to any third-party, unless such disclosure is necessary to explore the commercial viability of your Submission and/or to help Relatable consider entering into an Inventor Contract with you. For the avoidance of doubt, it shall not be a violation of this Agreement if all or part of your Submission, including confidential information, is disclosed: (a) by an employee or agent of Relatable despite the exercise of a commercially reasonable degree of care by Relatable; or (b) for the purpose of determining the commercial viability of the Submission or a possible Inventor Contract; or (c) in response to a judicial or governmental action; or (d) after you and Relatable enter into an Inventor Contract.

You agree to defend, indemnify and hold Relatable harmless 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.

Unless otherwise stated herein, this Agreement, and the parties’ respective obligations thereunder, shall automatically terminate one (1) year after Relatable’s receipt of the Submission.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RELATABLE 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 RELATABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This Agreement shall be governed and construed in accordance with the laws of the State of New York, and any disputes concerning this Agreement shall be adjudicated exclusively in the State and Federal Courts located in New York, New York.