User-Generated Content, Publicity, and Likeness Release
Round One Entertainment Inc., together with all of its affiliates (collectively, the “Company”), wishes to use and publicize the content identified in the message linking to these terms (the “Submitted Content”), together with the name, image, likeness, and other personal characteristics of the individual to whom the Company sent or linked these terms (“I,” “me,” or “my”), for advertising, promotion, and other commercial and business purposes. In exchange for the opportunity to be featured by the Company and other good and valuable consideration, the receipt and sufficiency of which I acknowledge, I agree to the terms of this User-Generated Content, Publicity, and Likeness Release (this “Agreement”).
1. The Submitted Content. The “Submitted Content” means the photograph, video, or other content identified in, or attached, referenced, or linked by, the direct message or other communication through which the Company provided or linked me to this Agreement, together with any version of that content the Company reposts, edits, or adapts.
2. Consent to Name and Likeness. I irrevocably permit, authorize, grant, and license the Company and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each of them (collectively, the “Authorized Persons”), the right to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, crop, adapt, create derivative works from, exploit, and otherwise use, and to permit others to use, the name, image, likeness, appearance, voice, and biographical information of myself and every other person who appears or is identifiable in the Submitted Content (each, an “Other Person”), together with the Submitted Content and all materials created by or for the Company that incorporate any of the foregoing (collectively, the “Materials”), in perpetuity throughout the world, in any medium or format now existing or later developed, including social media (including the Company’s Instagram and other accounts), websites, email, the internet and other digital and streaming media, print, press releases, public filings and reports, point-of-sale and other advertising and promotional materials, and mobile applications, on any platform and for any purpose, including advertising, public relations, publicity, packaging, and the promotion of the Company and its affiliates and their businesses, products, and services, without any further consent from, or any royalty, payment, or other compensation to, any Other Person or me. . I represent and warrant that I have obtained each Other Person’s consent to this use and have the full right and authority to grant this consent and license on their behalf (and, for any Other Person who is a minor, that I have obtained the written consent of that minor’s parent or legal guardian).
3. License and Assignment of the Submitted Content. I represent that I created the Submitted Content or otherwise own or control all rights in it. To the extent I own any copyright or other rights in the Submitted Content, I hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, distribute, publicly display and perform, modify, edit, crop, and create derivative works from the Submitted Content for the purposes described in this Agreement. I represent and warrant that I have obtained, and the Company’s use of the Submitted Content and the Materials will not require any further consent, license, or payment for, all other rights of any third party embodied in or needed to use the Submitted Content, including any copyright, trademark, trade dress, design, musical work or sound recording, artwork, logo, right of privacy or publicity, or other intellectual property or proprietary right of any person, and any right associated with any location, venue, or event depicted. To the extent I hold or control any such rights, I license them to the Company on the terms set out in this Section 3.
4. Ownership and Control of Company Materials. The Company is the exclusive owner of all rights, including copyright, in the Materials it creates. I have no right to review or approve any Materials before use, and the Company has no liability to me for any editing, alteration, distortion, or use of the Materials or its presentation of me. Any credit to me is at the Company’s sole discretion. The Company has no obligation to create or use any Materials or to exercise any right granted here. This Agreement and the consents in it are irrevocable as to any Materials the Company has already created, published, or distributed, and as to any Materials in the hands of third parties or no longer within the Company’s control. If I later ask the Company in writing to stop using my name, likeness, or the Submitted Content, the Company will use commercially reasonable efforts to discontinue new uses going forward, but is not required to recall or remove Materials already in the market.
5. Waiver of Rights and Release of Claims. To the fullest extent permitted by law, I irrevocably waive all legal and equitable rights relating to, and release and discharge the Authorized Persons from, all liabilities, claims, demands, actions, damages, and expenses, including claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, or physical or emotional distress, arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Agreement or the creation, use, or exploitation of the Materials, whether or not resulting from the Company’s negligence. I covenant not to bring any such claim. I understand the Company will incur expense in reliance on this Agreement and agree it cannot be terminated, rescinded, or modified except as stated in Section 7.
California claims (if applicable). I expressly waive the protections of California Civil Code Section 1542, which provides that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. I understand I am releasing claims I may not know of or suspect at the time I agree to these terms.
6. Representations. I represent and warrant that I am at least 18 years of age; that I have full right and authority to enter into this Agreement and grant all of the rights and consents granted here, including on behalf of every Other Person; that the Submitted Content is my own or I have all necessary rights in it; that I have obtained the consent of, and the authority to act for, every Other Person appearing in the Submitted Content; that I have secured all other third-party rights needed for the Company’s use of the Submitted Content and the Materials as described above; and that the Authorized Persons’ use of the Materials will not violate or conflict with any third party’s rights or any agreement I have, and requires no consent from or payment to any third party. I agree to defend, indemnify, and hold harmless the Authorized Persons from all third-party claims resulting from my breach of this Agreement or any of these representations, including any claim by an Other Person or by any owner of rights embodied in the Submitted Content.
7. General. This Agreement is the entire agreement on this subject and supersedes all prior understandings. I have not relied on any statement outside this Agreement. If any provision is unenforceable in any jurisdiction, the rest remains in effect. The Company may assign this Agreement and its rights in whole or in part. This Agreement binds and benefits the Company and me and our respective heirs, representatives, successors, and permitted assigns. This Agreement is governed by the laws of the State of California without regard to its conflict-of-laws rules, and any claim arising under it may be brought only in the state and federal courts located in Los Angeles County, California, to whose exclusive jurisdiction I consent.
BY REPLYING TO THE COMPANY’S MESSAGE TO CONFIRM MY AGREEMENT, I GIVE THE COMPANY MY ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, FOR MYSELF AND, TO THE EXTENT I HAVE THE AUTHORITY TO DO SO, FOR EVERYONE ELSE SHOWN IN THE CONTENT, ALLOWING IT TO PUBLICIZE AND COMMERCIALLY USE OUR NAMES, LIKENESSES, AND THE SUBMITTED CONTENT AS SET OUT ABOVE. I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND UNDERSTAND THAT I AM GIVING UP SUBSTANTIAL LEGAL RIGHTS.