1. Description of Project
I am submitting a photo (“Photo”) or video (“Video”) to be showcased in a fan video for “Crazy People” by Randy Rogers Band (“RRB”).
I am submitting my Photo or Video for the purpose of having it potentially used by Randy Rogers Band and/or their affiliated entities, licensees and/or other designees (collectively, the “RRB Entities”) as part of one or more audio-only and/or audiovisual works, or for such other purpose(s) as the RRB Entities may determine, in their sole discretion (collectively, the “Project”). In consideration of the opportunity to potentially have my Photo or Video used in and/or in connection with the Project, I have read and understood this Release, agree to be bound by its terms and conditions, and, specifically, I am voluntarily making the representations, warranties, disclosures, covenants and agreements described below.
I understand and agree that the decision as to whether to use my Photo or Video in and/or in connection with the Project shall be made by the RRB Entities in their sole discretion, and the RRB Entities shall have no obligation to select my Photo or Video for use in or in connection with the Project, or to otherwise provide me with any other benefits or amenities.
Furthermore, I understand and agree that the Project may be cancelled, suspended, rescheduled or withdrawn by the RRB Entities at any time in their sole and absolute discretion, for any reason or no reason at all, and none of the RRB Entities shall have liability to me in connection therewith or otherwise.
2. Grant of Rights
By submitting my Photo or Video, I hereby consent to the recording, use and reuse by the RRB Entities, of my persona, including, without limitation, my voice, actions, likeness, name, caricature, appearance and biographical material (collectively, “Likeness”) in any and all media now known or hereafter devised, worldwide in perpetuity, in or in connection with my Photo or Video, the Project or any other use any RRB Entity may wish to authorize, and the promotion and exploitation (in any form or media) thereof. I agree that the Released Parties (as defined below) may use all or any part of my Photo or Video and/or Likeness, and may alter or modify it regardless of whether or not I am recognizable. I grant the rights hereunder by submitting my Photo or Video regardless of whether or not my Photo or Video is selected for use in and/or in connection with the Project. I also understand that in, and in connection with, my Photo or Video, I may reveal and/or relate information about me of a personal, private, intimate, surprising, defamatory, disparaging, embarrassing or unfavorable nature. I further understand that my appearance, actions, depiction and/or portrayal in my Photo or Video, and in any promotion thereof, may be disparaging, defamatory, embarrassing or of an otherwise unfavorable nature and may expose me to public ridicule, humiliation or condemnation. I acknowledge and agree that the RRB Entities shall have the right to include any such information and any such appearance, depiction, portrayal, actions and statements in my Photo or Video as edited by the RRB Entities in their sole discretion. I further acknowledge and agree that the RRB Entities shall have the right to post my Photo or Video on any websites that they deem fit and the RRB Entities shall have the worldwide right in perpetuity to broadcast or otherwise disseminate in whole or in part my Photo or Video, by any means now known or hereafter discovered, and in connection with any advertising and promotion thereof. I understand and agree that the RRB Entities may edit, cut, copy, reproduce, rearrange, change, add to, delete from, translate, dub, adapt or otherwise revise and alter my Photo or Video as they deem necessary in their sole and absolute discretion.
If my Photo or Video is selected for use in or in connection with the Project, I understand and agree that one or more of the RRB Entities and/or any third party may comment freely on my Photo or Video. The RRB Entities shall not have any liability to me in connection with any such comments (which I understand may not be favorable). I understand and agree that I shall not have any rights or claims arising from or concerning such comments.
Without limiting the foregoing, I acknowledge and agree that all of the results and proceeds of my granting of rights hereunder (collectively, the “Materials”) including, without limitation, my Photo or Video, all artistic, literary, dramatic, musical, photographic, audio, visual or audiovisual (still or moving, taken in connection with the Project) and any and all other materials which I may create or furnish hereunder are being specially commissioned by one of the RRB Entities, as a contribution to an audiovisual work, and, accordingly, the copyright (and all renewals the extensions thereof) and all other proprietary rights, title and interest in and to such Materials shall be owned by RRB Entities as the author of such Materials, which shall be considered “works-made-for-hire” for RRB Entities pursuant to the United States Copyright Act of 1976, as amended. If any of such Materials are not deemed “works-made-for-hire,” I hereby assign to RRB Entities the entire copyright and all other rights in and to such Materials (and where any such Materials are not in existence at the date hereof, by way of present assignment of future copyright), throughout the universe for the full period of copyright and all renewals and extensions thereof, and thereafter for the maximum period permitted by law. Without limiting the foregoing, as between me and RRB Entities, RRB Entities shall have the exclusive right to copy, reproduce, change, add to, delete from translate, distribute, transmit, exhibit, advertise, use and otherwise exploit the Materials or any part thereof, to make or authorize any ancillary use thereof (including, without limitation, the distribution or licensing of the Materials for syndication, commercial and non-commercial publishing, print or online/internet publication, home video, sound recordings, musical recordings, internet/on-line and merchandising) and to advertise and promote the foregoing, in perpetuity throughout the universe by any and all means and in any and all media whether now known or hereafter invented or devised (including, without limitation, all forms of television, theatrical, non-theatrical, cassettes, disc, and other home video devices, the internet and other on line or computer-assisted media and print media) and to authorize others to do any of the foregoing. I, on my own behalf and on behalf of the Releasing Parties (as defined below), as hereinafter defined, hereby waive unconditionally and irrevocably the benefit of any provision of law known as “moral rights,” “droit moral” or similar laws now or hereafter prevailing in any part of the world which might otherwise apply to the Materials, and neither I nor the Releasing Parties shall assert any such rights against RRB (or any other RRB Entity), or their respective licensees, successors and assigns.
I understand and agree that no exploitation or other use of the Materials or any rights therein, whether as part of the Project or otherwise, will entitle me to receive any compensation whatsoever.
3. Representations and Warranties / Indemnification
The RRB Entities require me to enter into this Release in order to have my Photo or Video considered for use in and/or in connection with the Project, and I deem it to be in my best interests to enter into this Release. Accordingly, I hereby represent and warrant that:
(a) I am a legal resident of the United States and at least 18 years old.
(b) I have the full right, power, authority and competence to enter into and fully perform this Release.
(c) I have not entered into any other agreement, and I have not done and will not do any act or thing which in any way prevents, hampers, conflicts or interferes with the RRB Entities’ exercise of any rights which I have granted hereunder, or which interferes with the rights of any third-party.
(d) No other party, or any agent, representative or attorney of any other party, has made any promise, agreement, covenant, representation or warranty whatsoever, express or implied, which is not expressly contained herein concerning the subject matter hereof, to induce or compel me to enter into this Release, or to submit a Photo or Video, and I acknowledge that I have not entered into this Release or submitted any Photo or Video in reliance on any promise, agreement, covenant, representation, or warranty not expressly contained herein.
(e) Neither the Photo or Video nor any RRB Entity’s use thereof shall violate any law or infringe upon the rights of any person or entity.
I acknowledge that the RRB Entities are relying on the representations, warranties, disclosures, covenants and agreements made by me in this Release, and that the RRB Entities are, will or may be incurring substantial expense in reliance thereon.
I agree to indemnify, defend and hold harmless the RRB Entities and all of the other Released Parties from and against any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including attorney's fees and court costs) arising out of or resulting from (i) any violation, breach or alleged breach of this Release by me, (ii) the use and exploitation of the Materials (including, without limitation, the Photo or Video), or (iii) any claim by a third party which is inconsistent with any of the warranties, representations, covenants or agreements made by me in this Release.
4. Waiver and Release
As used in this Release, the term “Releasing Parties” means and refers to each of me, my heirs, next of kin, spouse, commitment partners, guardians, legal representatives, executors, administrators, subrogors, successors and/or assigns. As used in this Release, the term “Released Parties” means and refers to each of the RRB Entities and the respective parents, subsidiary entities, affiliates, successors, assigns and licensees, and the respective directors, officers, governors, trustees, volunteers, employees, agents, contractors, partners, shareholders, attorneys, accountants, auditors, representatives and members of each of the foregoing.
(a) I, on my own behalf and on behalf of each and every Releasing Parties, hereby forever and unconditionally release and waive the right to sue or assert any claim, counterclaim or set-off against any and all of the Released Parties for any Released Claims (as defined below), and otherwise absolve the Released Parties of any and all liability or responsibility with regard to the subject matter of this Release. This release and waiver shall operate regardless of fault on the part of any Released Party. The parties agree that this Release, and this waiver and release contained herein, shall be given the broadest possible interpretation and application to the fullest extent permitted by applicable law. THIS WAIVER AND RELEASE WILL PROHIBIT ME AND OTHERS DERIVING RIGHTS FROM ME FROM BRINGING ANY LAWSUIT OR OTHERWISE ASSERTING ANY RELEASED CLAIM WITH RESPECT TO THE PROJECT AND ALL MATTERS COVERED BY THIS RELEASE.
(b) As used in this Release, the term "Released Claims" shall refer to and mean any and all claims, actions and causes of action, whether now or at any time known or unknown, discovered or undiscovered, suspected or unsuspected, of every kind and description at law, equity or otherwise directly or indirectly concerning, referring, arising out of or relating to this Release, the Project, the Video and/or any other Materials. Without limiting the generality of the foregoing, and by way of illustration, the following are claims and causes of action which are included within those which are hereby released and waived: (i) any and all claims for or related to any physical, emotional or reputational injury, death, disability, or property damage, including, but not limited to, claims based in whole or in part upon negligence, gross negligence, intentional misconduct, failure to supervise, breach of express or implied warranty, any defect in or failure of any equipment or facilities, or the failure to provide or follow warnings or instructions; (ii) any and all claims for fraud, misrepresentation, concealment, failure to disclose or coercion; (iii) any and all claims for discrimination, harassment or any similar conduct; (iv) any and all claims arising out of or relating to the exploitation of the Project; (v) any and all claims for infringement or other violation of intellectual property rights or so-called "moral rights" or “droits morals,” or which concern, refer or relate to the use or misuse of any Materials, including, without limitation, any privacy claims or claims of defamation; and (vi) any and all claims for indemnification, contribution or other apportionment of liability.
I, on my own behalf and on behalf of the other Releasing Parties, acknowledge that there is a possibility that, after my entering into this Release, I or they will discover facts or incur or suffer claims which were unknown, undiscovered or unsuspected by me or them at the time of this Release was executed and which, if known, discovered or suspected by me or them at that time, may have materially affected my decision to enter into this Release. I, on my own behalf and on behalf of the other Releasing Parties acknowledge and agree that by reason of this Release, and the waiver and releases contained in this Release, I and the other Releasing Parties are assuming any and all risks of known or unknown, discovered or undiscovered, suspected or unsuspected facts and claims. I have been advised of the existence of Section 1542 of the California Civil Code which provides.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Notwithstanding such provisions, this Release shall constitute a full release in accordance with its terms. I, on my own behalf and on behalf of the other Releasing Parties, knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law, or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of this release and this Release, and without such waiver no RRB Entity would have accepted this Release in any manner whatsoever. I understand and acknowledge the significance and consequence of this release and of this specific waiver of Section 1542 and other such laws.
This Release shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without giving effect to the conflict of laws rules thereof. All claims, actions, proceedings or litigation brought by any party hereto arising under or concerning, referencing, or relating to this Release and/or the subject matter hereof shall be instituted and prosecuted exclusively within the Federal and State courts situated within Nashville, Tennessee and the parties hereby agree and submit to the exclusive personal jurisdiction and venue of such courts for such purposes.
Any provision of this Release that is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Release invalid, illegal or unenforceable in any other jurisdiction. This Release expresses the entire agreement and understanding between me and the RRB Entities and replaces any and all former and contemporaneous agreements, inducements, promises, understandings and representations between me (and anyone acting on my behalf) and the RRB Entities. Any laws that require or suggest that the interpretation of a document or agreement, or the resolution of any ambiguities contained therein, should be resolved against the drafter of the document or agreement, are hereby waived by me. No modification, alteration or amendment of this Release will be valid or binding unless in writing and signed by both me and the authorized representative of the RRB Entities. No waiver by any of the RRB Entities of any term or condition of this Release will be construed as a waiver by the RRB Entities of any other term or condition; nor will any waiver by the RRB Entities of any default under or violation of this Release be construed as a waiver by the RRB Entities of any other default or violation. It is further understood and agreed that no failure or delay in exercising any right, power or privilege by the RRB Entities hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege by the RRB Entities hereunder. The RRB Entities may freely assign, in whole or in part, any of their rights or obligations under this Release. I may not assign my rights and obligations under this Release. Submissions will close at 11:59PM CT on Tuesday, May 7.