By completing a QVC On-Line Product Submittal and in consideration of QVC's review of your submission, you hereby agree, with the intention of being legally bound, to the following terms and conditions:
1. You represent that any material which you submit to QVC in connection with the product submission and any preliminary discussions between you and QVC resulting from such submission, including, without limitation, designs, specifications, marketing materials, instructions, prototypes and product samples (collectively "Material") will be (i) original with you and that no other person has an interest therein or claim thereto, or (ii) that you have sufficient rights in and to the Material so that your submission to QVC will not violate the rights of any third party.
2. You acknowledge that QVC and its affiliated and subsidiary companies are not receiving your submission or disclosure in confidence and that no disclosure made by you to QVC will establish or create a confidential relationship between you and QVC at any time.
3. QVC does not undertake to maintain in secrecy any suggestion or Material submitted.
4. Your submission does not obligate QVC to pursue your product or pay any consideration for any use of your ideas, nor does your submission obligate QVC in any other way whatsoever.
5. Except as provided in paragraph 6 below, QVC and its related entities are free to use for any purpose whatsoever any ideas, concepts, know-how or techniques contained in any communication or submission by you.
6. All of your rights and remedies arising out of a disclosure made to QVC, or the use thereof by QVC, shall be limited exclusively to any rights and remedies, as may now, or in the future, be accorded to you under applicable United States patent, copyright and trademark laws. Neither acceptance nor consideration nor use of the submitted Material by QVC shall in any way impair its right to contest the validity of any patent, trademark, service mark or copyright that might have been or may hereafter be issued on or obtained for the subject matter of the disclosure or any portion thereof.
7. All other claims you may have of any nature whatsoever arising out of any disclosure you may make to QVC or any affiliated or subsidiary companies are hereby waived.
8. Please do not submit any Material which cannot be replaced or which you desire to be returned. QVC accepts no responsibility or liability for the safe arrival, handling or return of any submitted Material. Without limiting the generality of the foregoing, QVC has no obligation, liability or responsibility to return or pay for or otherwise compensate you for product samples sent to QVC regardless of whether such samples were sent unsolicited by you or at the request of QVC.
9. These conditions of submission contain the entire understanding between you and QVC and may not be modified or waived except in writing signed by an officer of QVC.
10. These guidelines shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, as such laws are applied to agreements made and to be wholly performed within Pennsylvania. You and QVC hereby consent to the exclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania, County of Chester, and the United States District Court for the Eastern District of Pennsylvania in connection with any dispute based on or arising out of or in connection with these guidelines or your submission to QVC.