Please read this Submission Agreement carefully because it represents your legally binding agreement (“Agreement”) with SVP Worldwide, doing business through VSM Group AB, a Swedish corporation, and other affiliates (collectively, “SVP”, “we” and “us”) in connection with your submission of Submission Materials (defined below) for possible inclusion, at our sole discretion, in sewing products distributed under our brands, including SINGER, VIKING and/or PFAFF (“Sewing Products”).
By acknowledging this Agreement, you are affirming your agreement with, and acceptance of, all terms and conditions of this Agreement.
1. The term “Submission Materials” means and refers to any and all content, media and materials you submit. When you submit Submission Materials you may also be asked to provide some information about you and your submission. This may include, without limitation, such things as a descriptive title, some information about the Submission Material, your location and/or similar information. By submitting Submission Material, you are also agreeing and you understand that the term “Submission Materials” also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your submission.
2. All contents of Submission Material must be completely original to you and must not have been taken or composed, in whole or in part, from any other source other than you, including, without limitation all graphic, video and audio elements, imagery and artwork appearing in the Submission Material and must be free and clear of any liens or claims with respect to the use of the Submission Material. In addition, Submission Material, or any part thereof, must not have been released commercially.
3. You agree you will not submit, or attempt to submit, and we have the right to reject, refuse to accept, or otherwise handle as we deem appropriate, any “Unauthorized Content” which is defined as any Submission Material that is or could be construed as violating any of the terms and conditions of this Agreement. SVP shall have sole discretion in determining whether the Submission Materials include Unauthorized Content.
4. For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by you), you unconditionally assign and transfer all ideas, designs, technology, concepts, copyrighted materials and trademarks contained in the Submission Material and any and all rights including "moral rights" in the Submission Material to SVP. In the case of moral rights, if unassignable, you hereby waive all moral rights in the Submission Materials. We shall have the right to use, assign or dispose of the Submission Material however we see fit without approval of or compensation to, you or any third party.
5. Without limitation of the foregoing, you hereby expressly acknowledge, certify and agree that the Submission Material is and shall be deemed a “work made for hire” (as defined under the U.S. Copyright Act of 1976, as amended, and for the purpose of all other copyright laws throughout the universe) for us and/or a work assigned to us, as applicable. You further acknowledge, certify and agree that we are and shall be deemed the author, inventor, designer and/or exclusive owner of all of the foregoing for all purposes and the exclusive owner throughout the universe in perpetuity of all intellectual property rights comprised in the Submission Material, and of any and all other rights thereto, and that we shall have the right to exploit any and all of the foregoing in any form, in whole or in part, and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all formats and configurations as we determine.
6. You hereby assign to us any and all intellectual property rights, and you expressly acknowledge that the consideration herein is equitable consideration for such rights.
7. If it is determined that the Submission Material does not qualify as a “work made for hire,” then such Submission Material, together with all rights therein shall be automatically assigned to us by this agreement.
8. You hereby grant to us the right as attorney-in-fact solely to execute, acknowledge, deliver and record in the United States Copyright Office or elsewhere any and all such additional documents as we may deem necessary to evidence and effectuate our rights hereunder.
9. Without limiting any of our rights in the Submission Material, we shall have the universe-wide right, in perpetuity, in our sole discretion, to use and exploit the Submission Material in any and all form, in whole or in part, and in all media now known or hereafter devised and by any means or methods now known or hereafter devised.
10. You hereby grant to us the right to issue and authorize publicity concerning you, and to use your name (including any professional names), voice, likeness and biographical data in connection with the Submission Material and/or the distribution, exhibition, advertising and exploitation of the Sewing Products embodying the Submission Material.
11. You hereby irrevocably grant us the right, within our sole discretion, to embody the Submission Material, or any portion thereof, in Sewing Products, and you irrevocably waive any claim, including any claim to any remuneration, other than as expressly provided for herein in connection therewith. We shall have the right to modify, edit, adapt, and/or alter the Submission Material or any portion thereof without compensation or further notice to you.
12. You acknowledge that other persons may have submitted Submission Material to us, 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 Submission Material or concepts contained therein, and you understand and agree you will not be entitled to any compensation because of the use or exploitation thereof and the submission of Submission Material, is not any admission of novelty, priority or originality.
13. You hereby warrant and represent: (a) that you are not a minor, (b) that you have the full right and power to enter into this agreement and to grant the rights granted hereunder, and that you are not bound by any agreement which would restrict you from granting such rights, (c) that we may use any ideas, concepts, material, in whole or in part, contained in the Submission Material, (d) that all materials submitted are free from any lien or claim by anyone, including, but not limited to any union, guild or performance rights society; (e) that you have obtained all rights, permissions and licenses necessary for us to use the Submission Material for any purpose; and (f) that no Submission Material or any part thereof infringes any patent, design right, trademark or copyright or otherwise violates anyone’s right of privacy or publicity.
14. Upon our request, you shall furnish any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants.
15. You hereby irrevocably and forever waive, release, discharge, hold harmless and disclaim us and each of our respective directors, officers, agents, representatives, employees, and parents, subsidiaries and affiliates, directors, officers, agents (collectively, the "Released Parties") from and against any and all claims, costs, losses, injuries, causes of action, lawsuits and demands, attorneys' fees, expenses or other liabilities of any kind (now known or unknown) which you, or any party claiming by, through or for you may have had, now has or hereafter may have against one or more of the Released Parties arising out of or in any way relating to the Submission Material and/or any Sewing Products, no matter how they may be caused.
16. You shall have the status of an independent contractor hereunder, and except for the purposes above, nothing herein contained shall constitute or contemplate you as our agent or employee.
17. Under no circumstances shall you be entitled to seek termination or an injunction of this agreement, including, without limitation, an injunction with respect to any Sewing Products.
18. Other than the consideration expressly stated herein, no further payments will be due to you in connection with the Submission Materials or the exploitation of the Submission Materials and/or the Sewing Products.
19. This Agreement shall be governed by the laws of New York. You hereby submit for all purposes in connection with this Agreement to the exclusive jurisdiction of New York.
20. You acknowledge and agree that you have read this agreement.