Producer and Person may be referred to in the singular as a “Party” and collectively as the “Parties.” Producer is in the mission of offering educational, inspirational, and motivational content in a variety of forms and on a variety of platforms to global audiences (“Producer’s Mission”). Producer owns, operates, and controls several websites, including but not limited to ActutalizeYourFullPotential.com and ThirdRockWellness.com. Producer also owns, operates, and/or controls all content, functionality, and services offered on or through its websites, as well as applications, social media accounts, and other content-delivery or content-hosting means (the “Platform”).
Person desires to authorize and permit Producer to use the Person’s Publicity (as defined herein) and Recordings (as defined herein) in connection with the Platform and in furtherance of Producer’s Mission. Now, therefore, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Grant of Rights
- Acknowledgment. Person acknowledges this meeting, masterclass, exhibition, training, exercise, seminar, clinic, lecture, instruction, discussion, conference, presentation, workshop, interview, session, podcast, retreat, class, or other event (collectively, the “Program”) is being recorded (by digital or analog means), filmed, noted, logged, and otherwise documented. Person’s participation in the Program hereby unambiguously constitutes, signals, and indicates Person’s unequivocal consent to being recorded (by digital or analog means), filmed, noted, logged, and otherwise documented.
- License. Person hereby irrevocably grants, authorizes, and licenses (the “Grant”) to Producer, as well as Producer’s licensees and Producer’s agents, assigns, advertising, promotion, and fulfillment agencies and distributors (the “Authorized Entities”), the right to display, perform, reproduce, transmit, broadcast, record, photograph, digitize, modify, alter, edit, adapt, create derivative works from, distribute, license, exploit, and otherwise use and permit others to use Person’s name, image, likeness, recordings (video and audio), appearance, voice, professional and biographical information, and other personal characteristics (“Publicity”), and all materials created by or on behalf of Producer, including the Program, that incorporate any of the foregoing, including but not limited to the video, audio, sound, voice, images, photographs, transcripts, and other recorded features of the Program (the “Recordings”). The Recordings and Publicity shall collectively be referred to as “Content.”
- Scope of the Grant. The Grant shall endure for all time and in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on the Platform, print publications, television, radio, satellite broadcasts, podcasts, displays, advertising, marketing, social media, promotional materials, press releases, applications (web-based, mobile, or otherwise), the internet, and other mediums of analog or digital transmission.
- Reservation of Rights; Final Approval. Producer shall be the exclusive owner of all right, title, and interest in and to the Content, including the intellectual property rights, such as copyright. For the avoidance of doubt, Person hereby irrevocably transfers, assigns, and otherwise conveys to Producer the Person’s entire right, title, and interest, if any, in and to the Content, and all intellectual property rights therein. Producer will have the exclusive and unrestricted right, but not obligation, to use and authorize others to use the Content (and any elements thereof). Person acknowledges and agrees that Producer has the right, in its sole and absolute discretion, but not the obligation, to consult with Person regarding the accuracy, credibility, or correctness of factual claims in the Program. Person hereby acknowledges and agrees that Producer, at all times, retains sole, absolute, and final approval over all elements of and use of the Content.
- Non-Union Basis. Person acknowledges and agrees that neither this Agreement, nor any of Producer’s obligations to Person, shall be subject to, governed by, or affected by any collective bargaining agreement, and Person acknowledges there will be no residual or other type of payments due to Person.
- Waiver of Rights; Limitation on Relief; Indemnification
- Waiver of Rights. To the fullest extent permitted by applicable law, Person and Person’s heirs, executors, administrators, successors, and assigns hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including (without limitation) claims for intellectual property infringement, defamation, invasion of privacy, violation of rights of publicity, or any claim or cause of action in tort, contract, or other legal theory, now known or hereafter known in any jurisdiction throughout the world (each, a “Claim”), arising directly or indirectly from the Producer’s or Authorized Entities’ exercise of their rights under this Agreement or the Producer’s use of the Content for any purpose. Person covenants not to make or bring any such Claim against Producer or any Authorized Entities, and Person forever releases and discharges Producer and Authorized Entities from liability under such Claims. THIS AGREEMENT PROVIDES PRODUCER WITH PERSON’S ABSOLUTE AND UNCONDITIONAL WAIVER AND RELEASE OF LIABILITY, ALLOWING PRODUCER TO USE THE CONTENT AS SET OUT ABOVE. BY EXECUTING THIS AGREEMENT, PERSON ACKNOWLEDGES THAT PERSON HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT PERSON IS GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE PRODUCER.
- Limitation on Relief; Indemnification. In the event of any Claim related to the Content or this Agreement, Person agrees not to seek injunctive relief against Producer and Authorized Entities, and Person agrees that relief in such circumstances shall be limited to monetary damages. Person hereby agrees to defend, indemnify, and hold harmless Producer and Authorized Entities from any and all claims, demands, and costs arising from Producer’s use of the Content and the use of ideas or statements expressed by Person in the Program or acts performed by Person in connection therewith.
- Representations & Warranties; Terms and Conditions
- Person’s Representations and Warranties. Person represents and warrants to Producer that Person will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Producer or Producer’s Mission. Person represents and warrants to Producer that Person will provide only true and correct statements and other information in connection with its participation in the Program, and the Producer’s and Authorized Entities’ use and exploitation of the Content do not, and will not, violate any right, including but not limited to intellectual property, privacy and publicity rights, of, or conflict with or violate any contract with or commitment made to, any third-party person or entity. Licensor shall not engage in conduct that offends the sensitivities of a significant portion of the population and/or engages in conduct that could bring Producer, the Platform, or the Producer’s Mission in public disrepute.
- No Relationship. This Agreement does not create an association, trust, partnership, joint venture or any other entity or similar legal relationship between the Parties, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to either Party. Neither Party is or shall act as or be the agent or representative of the other Party.
- Miscellaneous. This Agreement shall be binding on Person’s successors-in-interest and heirs. This Agreement expresses the entire understanding between the Parties with respect to the subject matter hereof. Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. No amendment or modification to this Agreement is effective unless it is in writing and duly executed (i.e., signed) by an authorized representative of each Party. The waiver or failure of either Party to exercise in any respect any right provided under this Agreement shall not be deemed a waiver of any further right under this Agreement. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Tennessee, without regard to its conflict of laws rules. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of any state or federal court located within or embracing Davidson County, Nashville, Tennessee, in connection with any matter arising out of this Agreement.
- Effective Date. This Agreement is effective as of the date signed by the Person, or the date of Person’s participation in the Program, whichever is earlier (the “Effective Date”).
IN THE WITNESS HEREOF, Person hereby acknowledges that Person has read and understood this Agreement and, by Person’s participation in the Program, consents to the terms contained herein.