The following is an agreement (the "Submission Agreement") between you ("You") and the City of Hamilton (the “City”), with regard to the submission of a photograph (the “Photo”) for review by the City, the Portal Members, the channel managers, the City’s licensors, directors, officials, officers, employees, service providers, contractors, agents and authorized representatives (collectively the “Portal Parties”) for the purposes of determining whether the Photo is suitable for posting on the myhamilton.ca Community Portal (the “Portal”). You understand and agree that your acceptance and agreement to the Submission Agreement is a pre-requisite to the Portal Parties' review of any Photo submitted by You and does not mean that the Portal Parties will post the Photo on the Portal.
In consideration of the Portal Parties’ review of the Photo, You hereby agree as follows:
1. You hereby grant the City an irrevocable, royalty-free, perpetual, worldwide license to possess, save, review, post and use the Photo (the “License”), or any portion thereof, as may be required by the Portal Parties, including, without limitation a right to sublicense the License.
2. You understand and agree that the City does not undertake to consider the Photo in confidence. You acknowledge that the City must disclose the Photo to various parties, including but not limited to the other Portal Parties and possibly even to parties unrelated to the Portal Parties and who may be outside of the City's control, to determine the suitability of posting the Photo on the Portal.
3. Your submission of the Photo to the Portal is made with the understanding that the Portal Parties shall give the Photo such consideration as the Portal Parties’ deem suitable in their sole and final discretion and judgment, and the Portal Parties are under no obligation to You whatsoever if the Portal Parties do not review the Photo or do not desire to use or post the Photo on the Portal. The City is under no obligation to release to You or advise You of the Portal Parties' actions, or the reasoning behind their actions, in connection with their review or any use of the Photo.
4. YOU HEREBY WAIVE AND DISCHARGE ANY CLAIMS AGAINST THE PORTAL PARTIES PERTAINING TO THE PHOTO. YOU SHALL NOT BE ENTITLED TO ANY COMPENSATION BY ANY OF THE PORTAL PARTIES FOR THE PORTAL PARTIES’ REVIEW AND/OR USE (IN ANY MANNER) OF THE PHOTO, OR ANY PORTION THEREOF, THAT IS SUBMITTED HEREUNDER. NOTHING STATED IN THIS SUBMISSION AGREEMENT CONSTITUTES AN ADMISSION OF ANY FACT OR WAIVER OF ANY RIGHT, REMEDY OR DEFENCE AVAILABLE TO THE PORTAL PARTIES AND THE PORTAL PARTIES HEREBY RESERVE SUCH RIGHTS, REMEDIES AND DEFENCES TO THE FULL EXTENT OF LAW, IN EQUITY AND BY AGREEMENT.
5. You hereby represent and warrant that:
(a) You are the sole originator and owner of the Photo and any copyright related thereto and that no third party has any right, including, without limitation, moral rights, title or interest to the Photo;
(b) Neither the License nor the Photo nor the Portal Parties’ review, use or posting thereof, will violate any personal or property rights of any third party, including but not limited to, copyright, privacy, moral or other intellectual property rights, nor shall the Photo or the review thereof constitute defamation, libel or slander against any third party;
(c) You have the full right and authorization to grant the License and to submit the Photo to the Portal upon all of the terms and conditions herein stated;
(d) No party other than You created the Photo nor do any parties other than You have any rights in such Photo inconsistent with Your agreement hereunder; and
(e) You expressly waive any moral rights You have in the Photo.
6. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF THE PORTAL PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, LIABILITY OR EXPENSE THAT MAY BE ASSERTED AGAINST OR INCURRED BY THE PORTAL PARTIES IN CONNECTION WITH THE PHOTO SUBMITTED HEREUNDER, ANY USES OF SUCH PHOTO BY THE PORTAL PARTIES OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY YOU.
7. You have retained a copy of the Photo and agree that the Portal Parties shall not have any obligation to return the copy of the Photo submitted hereunder and that the Portal Parties shall be under no obligation for any loss or damage to the copy of the Photo You have submitted.
8. The City shall have the right to assign the Submission Agreement. You shall not assign the Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the City, which consent may be unreasonably withheld.
9. The Submission Agreement shall be binding upon You and Your heirs, successors and permitted assigns.
10. You hereby agree and undertake to execute such further and other documents or assurances as the Portal Parties may find necessary in order to give effect to the Submission Agreement.
11. The Submission Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby agree to have your disputes resolved in accordance with the Portal dispute resolution policy. Further, You irrevocably and unconditionally attorn to the jurisdiction of the courts of the Province of Ontario located in the City of Hamilton and courts competent to hear appeals therefrom.