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You (“Contributor") and Saint Charlie, LLC (“Producer”) hereby agree as follows: You are agreeing to provide certain materials to Producer, which materials may include, without limitation, written materials, quotations, recordings, photographs, videos, drawings, and/or other reference materials (collectively, the “Contributor Materials”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (including, without limitation, the opportunity to have the Contributor Materials published by Producer), Contributor hereby grants to Producer the exclusive, perpetual, worldwide rights of every kind, including any and all copyright and other intellectual property rights, in and to the Contributor Materials. To the extent that any Contributor Material is the original creative work of Contributor, then Contributor hereby irrevocably assigns, coveys, and transfers all right, title, and interest in that Contributor Material throughout the world. Producer shall be the sole and exclusive owner of the Contributor Materials, and Contributor grants to Producer the exclusive, perpetual, worldwide right to license, sell, assign, dispose of, display, modify, amend, create derivatives of, sue and recover damages for, and/or otherwise exploit the Contributor Materials in any manner Producer determines in its sole discretion. Without limiting the foregoing, it is agreed that Producer shall have right to use the Contributor Materials (as well as Contributor’s name, likeness, and biography) for any purpose whatsoever, including without limitation, advertising, merchandising, scripted content, social media post, film, television, books, promotion, commercial tie-ins, and publicity for any or all of the foregoing and any use and/or exploitation of any or all of the foregoing in any and all media whether now or hereafter known.
Contributor hereby releases Producer, its employees, directors, licensees and assigns, from and against any and all claims, liabilities, demands of any kind or nature, in law or equity, whether now known or unknown, which Contributor (or its assigns, agents, and/or representatives) ever had, may now have, or in the future may have against Producer in connection with its use of the Contributor Materials and/or Contributor’s name, likeness, and/or biography. This release is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto. Contributor irrevocably and unconditionally waives all so-called “moral rights”, analogous rights (and rights of enforcement thereof) regarding such Contributor Materials.
Contributor represents and warrants that Contributor did not misappropriate or copy the Contributor Materials from any third party protected content. Contributor represents and warrants that the Contributor Materials were derived from listening to third party conversations, and that Contributor is aware of no one that owns any rights to the Contributor Materials. Contributor represents and warrants that the Contributor Materials do not violate the copyright or other rights of any third party. Contributor represents and warrants that it has the legal right and capacity to enter into this Agreement. Contributor hereby indemnifies, defends, and holds harmless Producer (and its licensees, assigns, designees, officers and directors) from and against any and all liabilities, costs, claims, damages, and expenses (including attorneys’ fees) arising out of a breach of alleged breach of Contributor’s representations, warranties, or other obligations hereunder (or any other agreement between Contributor on the one hand, and Producer, on the other hand).
Contributor acknowledges that it is not an employee or partner of Producer and that Producer owes it no monetary compensation for the exploitation of its Contributor Materials. Contributor further acknowledges that in the event of any breach by Contributor of this Agreement, the undersigned will be limited to the undersigned’s remedy at law for damages (if any) and will not have the right to terminate or rescind this Agreement or to enjoin the publishing, distribution, exploitation, or advertising of the Contributor Materials, Producer’s use thereof, or any materials in connection therewith. Nothing herein shall obligate Contributor to use the Contributor Materials or the produce, distribute, or advertise its use of the same.
Producer may transfer and assign this Agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This Agreement shall be interpreted, enforced, and construed according to the laws of the State of California, without regard to conflict of laws principle. You further agree that all disputes between you and Producer (whether or not such dispute involves a third party) arising out of or relating to this Agreement, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Producer hereby expressly waive trial by jury. You may bring claims only on your own behalf. Neither you nor Producer will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Producer is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Producer or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this agreement.
The Effective Date of this waiver, release, and assignment agreement is September 20, 2022.