Thank you for participating in and/or supplying supporting materials (“Materials”) to Howard Schultz events (the “Production”). For us to be able to include your contributions in the Production, we need your agreement to the following terms and conditions:
RELEASE
For good and valuable consideration, the receipt and sufficiency of which is acknowledged, You hereby grant 1560 LLC (“Company”): a nonexclusive, irrevocable, worldwide, sub-licensable, assignable right to use of your name, image, voice and likeness in the Production, licensed use and derivatives of the Production, and promotion of the Production; and a nonexclusive, irrevocable, worldwide, sub-licensable, assignable license to copy, publish, display, distribute, create derivative works from, and use the Materials and any portions thereof, in connection with the Production, licensed use and derivatives of the Production, and promotion of the Production. “Production” includes footage captured during filming even if not used in the final version of the Production.
Company, and its assignees or licensees, may use the Production in whole or in part, alone or with other materials, edited or unedited, in any manner and medium now known or hereafter devised, including, without limitation, in visual, print, audio, internet, computer-based, mobile or other digital mediums, directly or through distribution, including through licensees, to the general public, subject to the terms and conditions set forth in this Release Agreement.
You agree that the Company is not obligated to publish or use the Production, your name, voice, image or likeness, or the Materials in any way, and is not required to provide you with notice of any use of the Production, your name, voice, image or likeness, or the Materials.
You and the Materials are identified in the attached Exhibit A, which is fully incorporated herein by reference. You are not entitled to and shall not receive any remuneration for your participation in the Production or for license of the Materials, unless as and except for as specifically provided for in Exhibit A, if at all.
CLEARANCE
You are solely responsible for clearing the use of all third party materials used in the Materials or that you have obtained for use in the Production and, if applicable, paying any royalties, fees, or fringe benefit payments due to third parties, including performing rights societies, regarding the use, performance, or other exploitation thereof. Upon request, You shall provide copies of its licenses of such third party materials (if any).
REPRESENTATIONS
You hereby represent, warrant and covenant that: (i) You are the owner of the Materials, (ii) there are no encumbrances, liens or judgments against or affecting the Materials, (iii) there are no claims, litigation or threats of claims or litigation in connection with the Materials or its ownership, (iv) the distribution and/or other exploitation of the Materials will not cause monies to be owed to any third parties, (v) it has not entered and will not enter into any agreement which would negatively affect or diminish Company’s rights under this agreement, (vi) the Materials do not defame any person living or dead, and (vii) the Materials do not violate the copyrights, trademarks, patents, rights of publicity, rights of privacy, or other intellectual property rights of any third party.
INDEMNITY
You agree to defend, indemnify and hold Company harmless for its breach of this agreement or any of its representations, warranties, and/or covenants thereof. In any action arising out of or related to this agreement where Company is named a defendant by a third party, Company shall have the right to select and retain counsel of its choice and to control the defense of such claims.
MISCELLANEOUS
This agreement shall be interpreted under the laws of New York without regard to conflicts of laws principles. This agreement shall be interpreted fairly and objectively without regard to who drafted it. Any disputes arising out of or related to this agreement are subject to binding AAA arbitration in New York City, New York under the AAA Rules of Commercial Arbitration then in effect, provided that nothing in this Agreement shall prevent Company from seeking injunctive relief in a court of competent jurisdiction to enforce its rights under this Agreement. The prevailing party in any such dispute shall be entitled to its reasonable attorneys’ fees and costs. Neither party may be awarded punitive, special, statutory, consequential or indirect damages. This agreement may not be assigned by You without the prior written permission of Company. This agreement is binding upon and inure to the benefit of the parties hereto and their successors, representatives, assigns, licensees and sub-licensees. This agreement supersedes all prior understandings and agreements of the parties and may not be altered or amended except by a mutual written agreement signed by both parties. If any provision of this agreement shall be found invalid or unenforceable, the remainder of this agreement shall be interpreted so as best to reasonably effect the intent of the parties. This agreement may be executed in one or more counterparts, each of which when taken together, will be deemed to constitute one and the same instrument.
