By submitting your product idea to Star Trek Unlimited, you understand and acknowledge that STU may be evaluating the Material as a basis for the possible manufacture and sale of the Material. You further understand that STU has a policy of refusing to review or consider unsolicited Material for any purpose. By submitting your idea you are executing this release (hereafter referred to as Release) with the express understanding that, in the event STU chooses to review and evaluate the Material, STU will review and evaluate the Material solely and completely in reliance upon this Release and your covenants and warranties herein. You specifically acknowledge that STU would refuse to review and will not review the Material in the absence of your agreement to each and every provision of this Release.
You understand and acknowledge that because of STU’s position (i) it receives numerous submissions of artwork and designs from third parties, and (ii) it is constantly developing ideas, designs and the like, and that many such submissions and/or developments heretofore or hereafter received and/or developed by STU may be similar to or identical to those contained in your submission. You understand and agree that STU’s use of material containing elements similar to or identical with protectible property contained in the Material shall not obligate STU to you in any manner if STU developed or obtained such material either heretofore or hereafter independently or exclusively from sources other than yourself.
You acknowledge that no fiduciary, agency, employment or confidential relationship now exists between STU and yourself, and you further acknowledge that no such relationship is established by execution of this Release, your submission of the Material, or by STU’s acceptance, review or retention of the Material.
You warrant and represent that you are the sole author of the Material or, in the case of designs submitted to demonstrate your ability as a developer, that you have the right to submit the Material. You further warrant and represent that to the best of your knowledge the Material and all elements thereof are your original creations and do not violate any copyright, proprietary right, right of confidentiality, or other right of any person or entity and that no third party has any rights, title or interest therein or thereto except as may be specifically identified on the Material in writing. You agree to indemnify STU from and against any and all claims, expenses, losses or liabilities (including attorneys’ fees) that may be asserted against STU or incurred by STU in connection with the Material, or any use thereof, arising from any breach or alleged breach of these warranties.
You understand that STU will not intentionally use the Material or any part thereof for any purpose other than as provided herein unless STU and you hereafter enter into a written agreement for the acquisition of rights therein, and that STU shall not be obligated to pay anything to you or any other person, firm or corporation in the absence of such written agreement.
Any controversy or claim arising out of or relating to this Release, or the breach thereof, shall be settled by binding arbitration in the Clark County, Nevada, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Either STU or you may commence arbitration proceedings by giving the other party written notice thereof. Within 20 days after the commencement of arbitration, each party shall select one person to act as arbitrator, and the two selected arbitrators shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The arbitrators will be selected from a panel of persons having experience with and knowledge of entertainment industry and be familiar with the development of interactive computer entertainment software or console-based entertainment products, and at least one of the arbitrators selected will be an attorney. The arbitrators, when appointed, shall promptly determine the controversy by majority vote, and such determination shall be final, and the parties shall be bound thereby. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Any monetary award favorable to me shall be an amount that STU would pay me for similar property or elements as such similarity is determined by STU regardless of the commercial value of such property or elements. Each party hereby waives any and all rights (whether for damages or for injunctive or other relief) and benefits which he or it might otherwise have or be entitled to under the laws of the State of California to litigate in court any dispute. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
You agree that you must give STU written notice by certified or registered mail at its address set forth above of any claim arising in connection with the Material or this Release, within the period of time prescribed by the applicable statute of limitations, but in no event more than ninety (90) calendar days after the date on which you first acquire knowledge of such claim, or you first acquire knowledge of facts to put me on notice of such a claim. Your failure to give STU such written notice shall be deemed an irrevocable waiver of any rights you might otherwise have had with respect to such claim.
You have retained at least one copy of the Material, and you hereby release STU of all liability for loss or destruction of, or damage to, said Material.
This Release shall inure to the benefit of, and be binding upon, each of us and our respective heirs, successors, representatives, assigns and licensees. Should any provision or part of any provision of this Release be void or unenforceable, such provision or part thereof shall be deemed omitted, and replaced by a legal provision which most closely reflects the parties’ intent as expressed herein. As so modified, this Release shall remain in full force and effect. This Release shall be construed according to the internal substantive laws of the State of Nevada without reference to conflicts of law provisions. This Release may not be changed, modified, terminated or discharged except by a writing signed by both parties.
If more than one party provides an identical submission, any reference to “you” shall apply to each party, jointly and severally. All references to STU herein shall refer to Star Trek Unlimited, Toynk Toys, Ukonic, any parent, subsidiary or related entity thereof, and any and all heirs, successors, representatives, licensees, licensors, and assigns, and their officers, directors, agents, servants, employees, stockholders, and licensees. STU may freely assign and delegate any of its rights and obligations under this Release, in whole or in part, without your consent. You may not assign or delegate your rights under this Release without STU’s prior written consent.
In the event that STU chooses to retain the Material in its library, you hereby grant STU the right to make a reasonable number of copies in any form or medium of your work to be used for evaluation by STU and/or any of its affiliates or related entities and their respective officers, employees, directors, shareholders, successors, contractors, licensees, licensors, or assigns. STU shall be under no obligation to retain the Material. In the event STU retains the Material, STU shall not be obligated to return the Material or copies therefrom.
You hereby state that you have read and understand this Release; that no representations of any kind have been made to you other than as contained in this Release; that there are no prior or contemporaneous agreements, either oral or written, in effect between us pertaining to the Material; and that this Release states our entire understanding and agreement.
Priority One Communique from Starfleet
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