Dear Rogue Matter Community Member:
Thank you for your willingness to submit certain ideas, proposals, written treatments, photos, videos, artwork or other materials, briefly identified at the bottom of this Release (collectively, the “Submission”) to Rogue Matter, Inc., a Delaware corporation (“Rogue”) in consideration for review, evaluation, promotion and possible purchase, sale or development. While Rogue is always interested in opportunities to improve and expand its programming and services, we have found certain precautions necessary in receiving ideas and suggestions submitted to us in order to avoid any misunderstandings as to the rights and obligations of Rogue with respect thereto. Therefore, Rogue will receive and consider submitted ideas and/or materials only if the submitting party agrees that the submission of ideas and/or materials shall be subject to the terms and conditions contained in this Idea Submission Policy and Agreement (the “Release”).
By clicking your consent in the space indicated below, you confirm that you have read, understand, and accept the terms of this Release and that you understand and agree that you must execute this Release as a prerequisite to Rogue’s review of any materials submitted by you. You further acknowledge that this Release covers the submission and discussion of any and all materials you submit to Rogue, whether discussed with or submitted to Rogue, orally or in writing, prior to, or following the execution of this Release, and applies to any Submission made to Rogue by another source, directly or indirectly, by or through you.
As used in this Release, the terms “you” and “your” include and bind the undersigned and any and all legal representatives of the undersigned releaser. As used in this Release, the terms “Rogue” and “we” include and inure to the benefit of Rogue, and any division subsidiary, affiliate, parent, or other related entity (“Related Entities”) as well as Rogue’s directors, officers, agents, employees, partners, consultants, lessees, licensees and assigns.
- Conception By Rogue. You realize that Rogue is engaged in the evaluation and development of content and, as such, is engaged in the search for other content properties and the development of stories and ideas for exploitation in all forms of entertainment media. You understand and agree that Rogue may presently have under consideration, in pre development, development, and/or production, ideas, proposals, concepts, programs, and/or other materials that are similar or identical to your Submission and that Rogue may independently conceive and/or receive or be pitched in the future ideas, proposals, concepts, programs and/or other materials that are similar to your Submission (collectively, “Material”). You agree that Rogue’s consideration of your Submission does not mean Rogue regards your Submission, or any part thereof, as novel, valuable, or usable; that Rogue hereby reserves all rights to develop any Material conceived independently, either alone or with a third party, regardless of whether such Material is identical, similar, or dissimilar to your Submission; and you hereby waive any claim that Rogue hereafter misappropriated your Submission or any elements in or portions thereof in any activities in which Rogue may engage in the future. You agree that you will nit be entitled to any compensation because of Rogue’s use of such other Material even if similar or identical to your Submission.
- Ownership Of The Submission. Rogue will consider your Submission only with assurances that you are the sole originator of the ideas and materials in connection therewith, and that you own the same and have the legal right to submit the Submission to Rogue for its evaluation, which assurances will be deemed to have been given by your execution of this Release and submission of the Submission. Without limiting the generality of the foregoing, you therefore hereby represent and warrant that: (a) no other person, firm, or corporation has any right, title, or interest in the Submission; (b) neither the Submission, nor Rogue’s review or use thereof shall violate any personal or property rights of any third party including, without limitation, rights of droit moral, privacy, publicity, copyright, trademark, or other intellectual property rights, nor shall the materials or Rogue’s review or use thereof as presented constitute defamation, libel, or slander against any third party; and (c) you agree to indemnify Rogue and its Related Entities for any claims or damages based on your breach of the representations and warranties above.
- Disclosure Of Submission Not Confidential / Relationship Of Parties. You understand and agree that Rogue may disclose the Submission, in whole or in part, to various employees of Rogue, and possibly even to third parties outside of Rogue’s employees, to determine the value thereof to Rogue. It is understood that the Submission will not be considered confidential information. You acknowledge that no fiduciary or confidential relationship now exists between Rogue and you, and you further acknowledge that no such relationship is established by execution of this Release, your submission of the Submission, or by Rogue’s acceptance, review or retention of the Submission.
- Submission Evaluation / Permission To Shop. You hereby grant Rogue: (a) the right to review your Submission, to reproduce your Submission, to exhibit your Submission and share it with others, including the Related Entities, for the purpose of evaluating it; and (b) the right to video or photograph your presentation of the Submission and the right to use your name, voice, photograph, likeness and/or biographical information, in connection with Rogue’s evaluation, in any manner, medium, or forum throughout the world in perpetuity, without compensation. By executing this Release, you request that Rogue examine and consider your Submission, and that if Rogue decides that it wishes to submit it or any motion picture, program, outline, synopsis or other project, based on it, to potential purchasers, financiers, motion picture producers, motion picture studios, networks, distributors, and the like (“Financiers”), Rogue may do so. You understand that your Submission, if selected by Rogue, will go through a rigorous process of further development and creation and it will be placed within Rogue’s current slate as Rogue appropriately sees fit, provided however that Rogue will use best efforts to keep you reasonably abreast and/or involved throughout the process of any such development. Notwithstanding the foregoing, you further understand that Rogue shall have no obligation to make any use of or further develop, your Submission, or video or photographs of your presentation of the Submission, and/or your name, voice, photograph, likeness, and/or biographical information.
- Consent to Receive Rogue Communications. By signing this Release, you acknowledge your consent to receive email offers, promotions, announcements, and other electronic communications from Rogue from time to time. Know that Rogue is committed to keeping your personal information confidential and, except for the permitted disclosures identified in Sections 3 and 4 above, Rogue will not sell or otherwise provide your personal information to any third party individual, government agency, or company at any time unless compelled to do so by law.
- No Obligation To Pursue / No Guarantee Of Compensation. You understand and agree that you have taken this opportunity to submit your Submission to Rogue voluntarily and that no obligation of any kind is assumed by, or may be implied against, Rogue. The Submission has not been previously disclosed to Rogue, and Rogue has not made any prior inducements, promises or representations to you regarding the Submission. Any Submission to Rogue is made with the understanding that Rogue shall give it such consideration as it merits in Rogue’s sole judgment. Rogue assumes no obligation to evaluate the Submission. Rogue is under no obligation to reveal to you either its actions in connection with the Submission or any information regarding its activities in either the general or specific field to which the Submission pertains. You acknowledge that you are executing this Release voluntarily, without coercion or undue influence from any source, and do so with complete understanding of all its terms and effects, and every portion thereof. You further acknowledge that you will not be entitled to any compensation based on Rogue’s consideration of your Submission unless and until a separate written contract has been entered into between you and Rogue. Notwithstanding the foregoing, if Rogue finds a Financier for your Submission or chooses to otherwise develop and produce the content of your Submission as a media project, Rogue and you will negotiate the terms of your ownership, compensation, credit and any other terms you are to receive in good faith in accordance with industry custom and standard and taking into account the following conditions:
- Rogue will be entitled to reimbursement of any costs/expenses in incurred connection with the development of your Submission either as a line-item in the ultimate production budget, subject to Financier approval, or in the alternative, “off the top” prior to any negotiated compensation being paid to you.
- You understand that the development of a media project may involve combining multiple elements of creative, including third party materials or pitches, and in such case, the creative ownership of such developed media project, including elements of your Submission, will be shared amongst all parties respectively involved.
- You understand that developing a media project within Rogue’s creative development division involves multiple staff members whom will offer creative advice, criticism, adjustments, edits and/or enhancement ideas that may spin the concept of your Submission a different way than what was originally submitted, and in such case, your creative ownership may be affected by these creative changes but will never be removed entirely.
- Rogue will always retain final decision-making authority with respect to business decisions in connection with the development and further production of your pitch.
- Submission Not Returned. You acknowledge and agree that Rogue shall not have any obligation to return any submitted copies of all or part of the Submission to you and that Rogue shall not be obligated for any loss, destruction, or damage to such copies. You therefore warrant that you have retained at least one copy of said material, and hereby release Rogue of and from any and all liability for loss of, or damage to, the copies of said material submitted thereto.
- Miscellaneous. This Release constitutes the entire understanding of the parties and shall become effective upon signature by you. Any subsequent modification or waiver of this Release must be in writing, signed by both parties. The invalidity or any portion hereof shall not affect the remaining provisions. It is understood and agreed that the delivery of this Release by email or facsimile will have the same force and effect as delivery of the original signatures. Any and all controversies or claims arising out of, or in connection with, this Agreement shall be governed by the laws of the State of California, and the parties consent to the jurisdiction of the state and federal courts of California in the County of Los Angeles for the resolution of such matters. You agree that your rights and remedies, if any, shall be limited to an action to recover money damages in an action at law, and without limitation of the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of Rogue’s programming, promotional or marketing plans, and/or of any ancillary, or subsidiary rights in connection therewith. Further, you agree that in the event that you assert any action against Rogue and are unsuccessful you assume and agree to pay, upon demand, all costs and expenses incurred by Rogue in defending or contesting such action, including, without limitation, reasonable attorneys’ fees.
I HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS RELEASE AND HEREBY AGREE TO SUCH TERMS AND CONDITIONS.