This License, Release and Waiver Agreement ("Agreement") sets forth the rights and obligations of the undersigned (I, me, my) with respect to the images, video and/or other audio and/or visual material created by me (the "Video") of myself, my minor child, and other individuals, which is being submitted for inclusion in the program currently entitled "20/20 FOR LIFE" If there is more than one Video Submitter signatory below, the terms hereof shall apply to all such signatories both individually and jointly. The term "Material" as used herein shall mean any and all content as submitted in the Video. For the purposes hereof, the name, voice, actions, likeness (actual or simulated), sobriquet, appearance, biographical information, and/or any other information pertaining to me shall be referred to collectively as "Likeness".
1. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby irrevocably grant, set over and assign to EssilorUSA, Inc.("EssilorUSA") and its parents, affiliates, subsidiaries, licensees, successors and assigns (EssilorUSA and the foregoing entities referred to collectively herein as the "Assignees") the exclusive, full and complete right in perpetuity and throughout the universe to use, exploit and reproduce the Material, in whole or in part, and my Likeness in and connection with the program/project currently entitled "20/20 FOR LIFE" (the "Program") and any other programming (the Program and such other programming referred to collectively herein as the "Programming") and the promotion thereof, in all manner and media whatsoever, now known and hereinafter invented, including without limitation all forms of television, the Internet, home video/dvd, and mobile services, and in any products or services of any of the Assignees. I specifically waive all moral rights or "droits morals" that I may have in connection with the Assignees’ use of the Material and/or my Likeness.
3. The Assignees shall have the unlimited right to cut, edit, add to, subtract and omit from, adapt, change, arrange, rearrange, or otherwise modify the Material and/or my Likeness including, without limitation, to combine the Material with any other material, to freely "dub" or subtitle the Material into foreign languages and dialects, and to remove and/or replace music, images, sequences, and/or scenes, and to change the order thereof. I hereby waive any right of inspection or approval of the Material and/or my Likeness as used by the Assignees.
4. I hereby acknowledge and agree that: (i) None of the Assignees has any obligation to use any portion of the Material in any Programming or otherwise; (iii) none of the Assignees has any obligation to produce any Programming utilizing the Material and no entity has the obligation to broadcast or otherwise transmit or publish it, even if produced; (iv) I will not be paid any money for granting the Assignees any of the rights set forth in this agreement, for signing this agreement, or for any use(s) by any of the Assignees of the Material and/or my Likeness; and (v) all decisions by EssilorUSA concerning the exploitation of any of the rights granted hereunder and any matter concerning or related to the Programming, including, without limitation, selection of the submissions to be used in the Program, is subject to EssilorUSA’s sole discretion, final and not subject to challenge or appeal for any reason.
5. I hereby warrant and represent that, subject to the terms of this agreement: (i) I am over the age of 18; (ii) the Material is my original work and that I have secured any and all rights, releases and permissions necessary for Assignees' use of the Material and my Likeness hereunder, including without limitation those related to any people, places, music, performances, video, photographs, and/or graphics in the Material (collectively, Elements); (iii) no further permissions or fees are due for any of the Assignees' use of the Material, my Likeness or any portions thereof; and (iv) any statements made by me or others in the Material are true and that neither they, nor any Element of the Material, will violate any law or regulation violate or infringe upon the rights of any third party. In furtherance of the foregoing, I agree to facilitate to the best of my ability the submission to EssilorUSA a completed Name and Likeness release in the form as attached hereto as Exhibit "A", from all persons whose name(s), voice(s), and/or appearances are contained in the Material.
6. I acknowledge that the Assignees will rely on this Agreement potentially at substantial cost to them, and hereby waive the right to assert any claim of any nature whatsoever against any party relating to the exercise of the rights and permissions granted hereunder, whether now known or unknown, arising out of, resulting from, or by reason of, use of the Material and/or my Likeness and/or any portion of the foregoing in any the Program, any Programming or otherwise (including, without limitation, any claim based on any right to privacy and/or publicity, defamation, false light or infringement of copyright). I further agree to indemnify, defend and hold harmless the Assignees and each of them from any and all claims, damages, liabilities and/or expenses (including attorneys' fees) resulting from any of their use of the Material and/or my Likeness as permitted herein.
7. In no manner limiting the provisions of Paragraph 7, above, for the purpose of clarity I acknowledge that the Assignees may have in the past, in the present or future explore programs and ideas generated by employees or other outside sources that resemble the Material, and that it is not uncommon for more than one individual or company to originate substantially similar ideas, independently. I hereby waive any claims I may have against the Assignees or any of them for misappropriation of the Material and/or any portion or Element thereof.
8. I agree that in no event shall I be entitled to enjoin, restrain or seek to enjoin or restrain the distribution or other exploitation of any Programming and/or the Material, or the exploitation of my Likeness or any of the rights granted to the Assignees by this agreement. I further agree that this agreement may not be modified except by a writing signed by me and EssilorUSA. I further agree that this agreement is governed by the laws of the State of Maryland and I hereby consent to the exclusive personal jurisdiction of the State of Maryland and any claim or action arising out of this agreement shall be brought and maintained in the courts of the State of Maryland.
9. I shall not, at any time, (a) give to any person any interview; (b) make or issue, either directly or indirectly, any public announcement, press release, or other publication, or (c) disclose any information, about this Agreement, the Program or any of the Assignees without EssilorUSA’s prior written consent. This Agreement constitutes the entire understanding between me and EssilorUSA. The representations, warranties, and grant of rights herein shall survive the termination, execution, completion or expiration of this Agreement.
EXHIBIT A NAME AND LIKENESS RELEASE (TO BE COMPLETED BY ALL PERSONS WHOSE NAME, VOICE, AND/OR APPEARANCE ARE CONTAINED IN THE VIDEO)
1. I, my name and/or voice appear in video ("Video"), created by me ("Video Submitter"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby grant to EssilorUSA, Inc.("EssilorUSA") and its parents, affiliates, subsidiaries, licensees, successors and assigns (EssilorUSA and the foregoing entities referred to collectively herein as the "Assignees"), the absolute and irrevocable right and permission (but not the obligation) to reproduce, portray and/or otherwise exploit my name, voice, persona, appearance, signature, photograph, portrayal, characteristics, biographical material, image and/or likeness (collectively, "Likeness") as it appears in the Video and/or any portion thereof, and any and all performances, stories, statements or actions made by me, whether written, spoken, sung, or otherwise uttered or expressed by me, information given and/or materials provided by me, captured on any such Video (the foregoing referred to collectively herein as the "Material") as follows:
(a) To use, incorporate, broadcast, telecast, exhibit, distribute, re-use, publish, re-publish, alter and/or edit (in the Assignees’ sole discretion) the Material and/or my Likeness in whole or in part, alone or in conjunction with other material in connection with any programming ("Programming") and in any advertising, promotion and/or publicity relating to such Programming, in any and all media, in any and all forms and versions, now known and hereafter devised, throughout the universe and in perpetuity, including without limitation the Internet, all forms of television, home video/dvd, mobile services, any transmission to individual or multiple receivers by all means of technology, whether now existing or hereafter invented, and in any products or services of any of the Assignees. None of the Assignees have any obligation to use the Material and/or my Likeness. I shall have no rights of review or approval regarding any Programming or the exercise of the granted rights, and the Assignees shall have the right to edit or delete the Material and/or my Likeness, juxtapose any part of the Material and/or my Likeness with any other materials, change the sequence of events or of any questions posed and/or answers I give, and make any other changes in the Materials as the Assignees may choose in their sole discretion.
(b) I understand and agree that my appearance in the Programming is not, and will not be deemed, employment or an engagement to perform any services and there will be no payment due in connection with any of the aforementioned uses of the Material and/or my Likeness.
2. I acknowledge that Assignees will rely on this Agreement potentially at substantial cost to them, and hereby waive the right to assert any claim of any nature whatsoever against any party relating to the exercise of the rights and permissions granted hereunder, whether now known or unknown, arising out of, resulting from, or by reason of, use of the Material and/or my Likeness and/or any portion of the foregoing in any Programming or otherwise (including, without limitation, any claim based on any right to privacy and/or publicity, defamation, false light or infringement of copyright). I further agree to indemnify, defend and hold harmless the Assignees and each of them from any and all claims, damages, liabilities and/or expenses (including attorneys' fees) resulting from any of their use of the Material and/or my Likeness as permitted herein. I hereby waive any moral rights or "droits moral" I may have in the Material and/or my Likeness.
3. I agree that in no event shall I be entitled to enjoin, restrain or seek to enjoin or restrain the distribution or other exploitation of any Programming and/or the Material, or the exploitation of my Likeness or any of the rights granted to the Assignees by this agreement. I further agree that this agreement is governed by the laws of the State of Maryland and I hereby consent to the exclusive personal jurisdiction of the State of Maryland and any claim or action arising out of this agreement shall be brought and maintained in the courts of the State of Maryland. This release constitutes our entire understanding and agreement with respect to the subject matter hereof and cannot be amended except by a written instrument signed by the parties hereto. This release will inure to the benefit of and will be binding upon our respective affiliates, successors, licensees, assigns, heirs and representatives.
4. I warrant that I am at least 18 years of age (or, if not, that my parent or legal guardian has agreed to the foregoing and signed below) and that I have the full, complete and unrestricted right and authority to enter into this release. I acknowledge that the Assignees will rely on this permission potentially, at substantial cost to them and hereby agree not to assert any claim of any nature whatsoever against anyone relating to the exercise of the permissions granted hereunder.