BY CLICKING “I AGREE” YOU ARE ENTERING INTO A BINDING AGREEMENT THAT MAY AFFECT YOUR LEGAL RIGHTS. DO NOT CLICK “I AGREE” IF YOU DO NOT AGREE TO THESE TERMS.
This Submission Agreement is entered into by and between the person clicking “I AGREE” (or, if this person is acting within the scope of his or her employment, the employer of such person) (hereinafter, “you”), and Peaksel D.O.O. Nis, a Serbian corporation located at Kursumlijska 5, 18000 Nis, Serbia (“Peaksel”). This Agreement is effective on the date you click “I AGREE”.
You wish to submit to Peaksel certain ideas and other materials related to a videogame that you wish Peaksel to evaluate and review (the “Evaluation Material”).
PEAKSEL WILL CONSIDER THE EVALUATION MATERIAL SUBMITTED BY YOU ONLY IF YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
1. You authorize Peaksel to review and evaluate the Evaluation Material, but you agree that Peaksel shall have no obligation to do so.
2. You understand and acknowledge:
(a) Peaksel is continuously receiving submissions of videogame ideas and materials, some of which may be similar to or identical with the Evaluation Material.
(b) Other persons, including Peaksel’s own employees, may have submitted to Peaksel or to others, or may in the future originate and submit, material that is similar or identical to the Evaluation Material and that Peaksel may have the right to use, and you agree that you will not be entitled to any compensation because of Peaksel’s use of such other similar or identical material.
(c) No fiduciary relationship exists between you and Peaksel, and none is created by your submission of the Evaluation Material or by the execution of this Agreement.
3. You agree that Peaksel assumes no obligation to (i) return the Evaluation Material submitted by you; (ii) compensate you in any way for the use of the Evaluation Material in connection with the evaluation authorized herein; (iii) proceed with negotiation of any kind respecting the Evaluation Material; or (iv) provide to you any information respecting the results of Peaksel’s evaluation or its reasons for any decisions regarding the Evaluation Material.
4. Peaksel will undertake commercially reasonable efforts to maintain the confidentiality of any portions of the Evaluation Material that are non-public and labeled “CONFIDENTIAL” when disclosed to Peaksel. However, this obligation of confidentiality does not apply to (i) any information included in the Evaluation Material to the extent disclosure to a third party is required by applicable law; (ii) any information that is or becomes generally available to the public (other than by breach of this Agreement by Peaksel); (iii) any information that Peaksel receives from a third party without any obligation of confidentiality; (iv) any information that Peaksel is in receipt of prior to your delivery of Evaluation Material to Peaksel under this Agreement; or (v) any information that is developed by or on behalf of Peaksel without any reference to the Evaluation Material. In any event, the obligations of confidentiality set forth herein will expire on the two (2) year anniversary of this Agreement.
5. Peaksel agrees that it will not use the Evaluation Material for any purposes other than the evaluation authorized hereunder and as necessary to pursue its remedies under this Agreement without entering into a formal written agreement with you whereby you give permission to Peaksel to do so. The foregoing does not apply to any material which is similar or identical to the Evaluation Material, but which was independently developed (without the use of the Evaluation Material) by Peaksel or a third party.
6. You have retained at least one copy of the Evaluation Material, and you release Peaksel from any and all liability for loss of or damage to the copy or copies of the Evaluation Material submitted to Peaksel hereunder.
7. Peaksel cannot promise that it will respond to you within a fixed time period. In the interim, Peaksel encourages you to pursue other opportunities that may present themselves to you with respect to the Evaluation Material that you have provided to Peaksel.
8. You confirm that the Evaluation Material is original with you, that you are the owner of the Evaluation Material, that you have the exclusive right to submit the Evaluation Material to Peaksel, that no permission of any other party is required for you to submit the Evaluation Material to Peaksel, and that you have the power and authority to grant Peaksel any and all rights regarding the Evaluation Material necessary for this Agreement. You agree to indemnify Peaksel against any and all claims, and hold Peaksel harmless against any and all losses arising out of or respecting the claims of copyright, patent, trade secret or other proprietary rights violations relating to Peaksel’s evaluation of the Evaluation Material.
9. You agree that you will not use the potential interest of Peaksel with respect to any Evaluation Material submitted to Peaksel in any promotional activity nor disclose to any other party that Peaksel is evaluating the Evaluation Material.
10. You hereby acknowledge and agree that there are no prior or contemporaneous oral or written agreements in effect between you and Peaksel pertaining to the Evaluation Material or any other material (including, but not limited to, agreements pertaining to the submission by you of any ideas, formats, plots, characters or the like). You further agree that no other obligations exist or shall exist or shall be deemed to exist unless and until a formal written agreement has been prepared and executed by both you and Peaksel, and then your rights and obligations, and Peaksel’s rights and obligations, shall be only such as are expressly set forth in such formal written agreement.
11. Nothing contained in this Agreement shall be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between Peaksel and you, it being understood that Peaksel and you are independent contractors with respect to one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, expressed or implied, on behalf of any other party hereto.
12. You agree that the terms of this document shall control the rights and obligations of Peaksel and you respecting the Evaluation Material, however disclosed or provided to Peaksel, including verbal disclosure thereof, and notwithstanding any legends, markings or other restrictions embodied in, attached to, or accompanying such Material. The terms of this document may not be amended or superseded except by a written amendment signed by both parties.
13. You agree that no oral representations of any kind have been made to you.
14. For the purposes of this Agreement, references to Peaksel shall include (i) Peaksel Communications, Inc.; (ii) the subsidiaries and affiliated companies of Peaksel Communications, Inc.; and (iii) the officers, agents, employees, attorneys, stockholders, clients, successors and assignees of all such persons, firms or corporations referred to in (i) and (ii) above.
15. Except as otherwise provided by this Agreement, any controversy or claim arising out of, or relating to this Agreement shall be settled by court having jurisdiction in Serbia.
16. Limitation of Remedies. This Agreement shall not be specifically enforceable in equity; nor shall any injunction be applied for or issued in case of dispute or alleged breach of this Agreement. You shall have only a right of action for damages based upon a claim of using the Evaluation Material in violation of this Agreement. In no event shall you bring an action more than two (2) years following the effective date of this Agreement.
17. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. The formation, interpretation and performance of this Agreement shall be governed by the laws of the Serbia, excluding its conflict of law rules. In the event that any provision hereof is found invalid or unenforceable, such provision shall be construed to be limited or reduced so as to be enforceable to the maximum extent allowed by applicable law, and if such construction shall not be feasible, then such provision shall be deemed to be deleted herefrom in any action before that court, and in any event the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement shall be binding on the parties and upon their respective heirs, administrators, successors and assignees.
18. You agree that you have read this Agreement and that you understand it.
YOU UNDERSTAND THAT PEAKSEL IS RELYING UPON THIS AGREEMENT IN AGREEING TO ACCEPT YOUR SUBMISSION OF THE MATERIAL AND WOULD NOT ACCEPT YOUR MATERIAL FOR REVIEW WITHOUT IT.