Company Submission Agreement
Tell Your Productions Inc. O/A Sustainable Life App
This Submission Agreement (the “Agreement”) is entered into by and between Tell Your Story Productions Inc. o/a Sustainable Life App (“Sustainable Life App”), a corporation formed pursuant to the Business Corporations Act (British Columbia) and your company or entity (“Company”). Sustainable Life App and Company are collectively as the “Parties”.
WHEREAS Company is the rightful owner of and/or control all rights, title and interest, and ancillary rights in and to the Company Submission Material as it relates to its product and/or service offerings, including but not limited to, corporate information, corporate structure, supplier/vendor information, financial information, governance structures, business models, mission statements, descriptions, website links, social media strategy and information, environmental information, certifications, video content, and company manufacturing processes and procedures (“Material”);
WHEREAS Company wishes to submit the Material to be comprehensively reviewed and evaluated by Sustainable Life App; and
WHEREAS Sustainable Life App desires to comprehensively review and evaluate the Material submitted by Company in accordance with Sustainable Life App's 5 Factors for Sustainable Consumption, namely the impact on human health, environmental impact, respect for human rights, respect for animal rights, and socio-economic advantage.
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 The preamble hereto shall be deemed to form an integral part hereof as if recited at length herein.
2.1 By submitting the Material to Sustainable Life App, Company hereby confirms Company acceptance of the terms and conditions of this Agreement, that Company is voluntarily submitting the Material.
3.1 By submitting the Material to Sustainable Life App, Company hereby grant to Sustainable Life App:
(a) the right to review and evaluate the Material and, in connection therewith, share the Material with any and all third parties engaged for the purposes of reviewing and evaluating the Material; and
4. APPLICATION FEE
4.1 Sustainable Brand fee is $100USD, Sustainable Business fee is $10USD (for businesses with physical addresses selling goods or services from their location) and alternatively select businesses and brands are offered a complete waive of the submission or application fee (via a coupon code) for use of the Sustainable Life App platform. Sustainable Life App reserves the right to charge a fee for any future applications submitted by the Company. An execution of a new agreement shall signed by both parties at that time.
5.1 Upon payment of the Purchase Price and/or submission of this agreement, Company grants and transfers to Sustainable Life App interest in and to the Material for review and evaluation, allied and ancillary rights therein and thereto, whether now known or hereafter devised.
5.2 For greater certainty, Sustainable Life App shall have the exclusive right to exercise all rights associated with comprehensively reviewing and evaluating the Material, including, without limitation, the right to produce one or more audio-visual works, non-interactive and/or interactive electronic, computer, multimedia and on-line products and services and/or audio-visual works (collectively, the “Productions”), which shall be the sole property of Sustainable Life App.
5.3 Sustainable Life App and Company recognizes that each of their respective names, logos and trademarks represent a valuable asset and the substantial recognition and goodwill are associated with such names, logos and trademarks and related promotional/marketing material (“Trademarks”). So long as this Agreement is in effect, Sustainable Life App shall have the right to use Company’s Trademarks solely in connection with its activities herein, namely on, Sustainable Life App's website, mobile app and on Sustainable Life App’s various social media platforms, including but not limited to Facebook, Instagram, Twitter, YouTube, Linkedin, Pnterest and Vimeo.
5.4 Company agrees to make best efforts to advertise, market and promote Productions on Company’s website and on Company’s various social media platforms, including but not limited to Facebook, Instagram, Twitter, YouTube, and Vimeo with Sustainable Life App's logos and trademarks prominently displayed at all time and upon obtaining consent from Sustainable Life App which shall not be unreasonably withheld.
6.1 Company hereby agree that Company will not assert or make a Claim against Sustainable Life App or its affiliates, subsidiaries, officers, directors, employees, shareholders, representatives, attorneys, agents, assigns and licensees for any claim based on defamation, slander, libel, plagiarism, infringement, confidential relationship, implied contract, unfair competition, or otherwise arising out of any alleged use, review and evaluation by Sustainable Life App of the Material. For greater certainty, Company hereby release Sustainable Life App and its affiliates, subsidiaries, officers, directors, employees, shareholders, representatives, attorneys, agents, assigns and licensees for any and all Claims asserting that Sustainable Life App has used, evaluated or appropriated the Material, or any portion thereof.
6.2 Company hereby agrees to defend, protect, indemnify and hold Sustainable Life App and its affiliates, subsidiaries, officers, directors, employees, shareholders, representatives, attorneys, agents assigns and licensees (collectively, the “Sustainable Life App Indemnitees”) harmless from and against any and all claims, demands, actions, causes of action, suits, legal proceedings, judgements, losses, liabilities, penalties, damages, interest, fines, costs, disbursements and expenses (including, the fees and disbursements of counsel for the Sustainable Life App Indemnitees) in connection with any dispute, action, suit or claim or any investigative, administrative or judicial proceeding imposed on, incurred by, or asserted against the Sustainable Life App Indemnitees (whether direct, indirect or consequential and whether based on any federal, provincial or state laws or other statutory regulations, under common law or at equitable cause, or on contract or otherwise), arising from or in connection with the review and evaluation of the Material or any breach by Company hereunder (the “Sustainable Life App Indemnified Matters”).
7. GENERAL PROVISIONS
7.1 RELATIONSHIP BETWEEN THE PARTIES: It is expressly agreed that Company are acting as an independent contractor and that this Agreement is an agreement between separate entities and neither is the agent or servant of or possesses the power to obligate the other. This Agreement is not intended to create and shall not be interpreted or construed as creating between Sustainable Life App and Company a relationship of principal and agent, employer and employee, joint venturers, partners or any similar relationship, the existence of each of which is hereby expressly denied. Neither Party shall have the right or authority to create or assume any obligations in the other Party’s name or on the other Party’s behalf, whether express or implied, or act or purport to act as the other Party’s agent or legally empowered representative for any purpose whatsoever. Neither Party shall be liable to any third party in any way for any engagement, obligation, commitment, contract, representation, transaction, act or omission to act of the other Party.
7.2 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties, promises, understandings or provisions, express of implied, collateral, statutory or otherwise, relating to the subject matter hereof except as expressly provided herein.
7.3 BINDING EFFECT: This Agreement shall inure to the benefit of and shall be binding on and enforceable by and against the Parties and, where the context so permits, their respective agents, principles, heirs, executors, beneficiaries, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided herein.
7.4 HEADINGS: The captions used in connection with the paragraphs and subparagraphs of this Agreement are inserted only for the purpose of reference. Such captions shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof; nor shall such captions otherwise be given any legal effect.
7.5 ILLEGALITY: Nothing contained herein shall require the commission of any act or the payment of any compensation which is contrary to an express provision of law or contrary to the policy of express law; and if there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail; and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict; and as so modified this Agreement shall continue in full force and effect.
7.6 SEVERABILITY: If any provision of this Agreement is determined by a court of competent jurisdiction to be void, illegal, invalid, inoperative or unenforceable in any respect, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, illegal, invalid, or inoperative provision had not been contained herein.
7.7 AMENDMENTS & WAIVERS: No amendment, modification or discharge of this Agreement, and no waiver hereunder of any provision of this Agreement, shall be binding on any Party unless consented to in writing by such Party and duly executed by the Party against whom enforcement of such amendment, modification, discharge or waiver is sought. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
7.8 ASSIGNMENT: Sustainable Life App shall have the right, in its sole and absolute discretion, to assign any of its rights hereunder, in whole or in part, to any in individual, company or entity, and such assignment will be deemed a novation under law forever releasing Sustainable Life App from any and all obligations and liabilities under this Agreement. Company shall not have the right to assign any part of this Agreement or of Company’s rights or obligations contained herein without Sustainable Life App's prior written consent, which may be withheld in its sole and absolute discretion.
7.9 FURTHER ASSURANCES: Company hereby agree to execute, acknowledge and deliver expeditiously to Sustainable Life App and to procure the execution, acknowledgment and delivery to Sustainable Life App of any additional documents or instruments consistent with this Agreement which Sustainable Life App may require (in the exercise of its good faith business judgment) to fully effectuate and carry out the intent and purposes of this Agreement.
7.10 APPLICABLE LAW: This agreement shall by governed by, interpreted and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable to contracts made and entirely performed therein, as if executed and wholly performed within the Province of British Columbia.
IN WITNESS WHEREOF the parties have duly executed this Agreement.