DO NOT SIGN UNTIL YOU HAVE COMPLETELY READ THIS RELEASE IN ITS ENTIRETY
YOUR SHOT – PERSONAL RELEASE
In full and complete consideration of YOUR SHOT USA, LLC (“Producer”) possibly including me as a participant in the upcoming season of the web series tentatively entitled “Your Shot” including, but not be limited to, my video tape submission (the “Video”), and any interviews, training, auditions, performances, competitions and elimination processes (collectively, the “Program”) and without any further consideration due from Producer or any third party to me, and with the understanding that Producer, in its sole discretion may choose whether or not to include me in the Program, or broadcast my appearance in the Program, if any, I hereby agree as follows.
I grant to Producer and its successors, licensees and assigns, the irrevocable right, but not the obligation, with or without my knowledge, to film, tape and/or photograph, record, exhibit, reproduce, edit, release, distribute, promote and otherwise use and commercially exploit my appearance, name, likeness, voice, singing voice, conversation, sounds, biographical data and Video on or in connection with the Program in any manner in Producer’s sole election and discretion, which use shall not entitle me to receive any compensation whatsoever. I agree that Producer is the sole owner of the Video and all results and proceeds of such Video, film, tape, photography and/or recording and my appearance thereon, with the right for Producer and its successors, assigns, and licensees, forever and throughout the universe, to use the same and any portion thereof in any and all media, whether now known or hereafter devised, including, without limitation, motion pictures, television, satellite, Internet, mobile, records and publishing, and in connection with the advertising, sale, promotion, marketing, merchandising, distribution, publicizing and all other types of exploitation of the Program or any part thereof (including but not limited to the promotion of third-party sponsors), or in any manner whatsoever. Producer shall also have the unrestricted right to edit the Video and the content of the Program in any manner or form. Without limiting the generality for the foregoing, by submitting the Video to Producer, I acknowledge and agree that the materials embodied in such Video were created as a work made for hire for Producer and transfer all right, title and interest therein to Producer and I hereby affirm, represent and warrant that I have the necessary licenses, rights, consents and permissions to grant the foregoing rights in and to such Video and that Producer’s use of the Video will not violate any privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other intellectual property rights of any person or entity. I hereby consent to any act or omission that may be carried out by Producer which otherwise may be considered an infringement of any and all moral rights I may have presently or in the future, in connection with the Program including any editing.
I understand that I will not be paid for any part of my performance, training or time spent during any stage of the Program or fulfilling any prize(s), if any. I accept that (i) I will be assessed by the judges on the basis of the overall crow’s support of my performance, together with the skill and talent shown throughout my set or as otherwise determined by the Producer; (ii) the decisions of the Producer and judges shall be final; (iii) that only the Producers, Producer’s designees and judges shall determine any winner(s) and I will by no means challenge their decision nor outcome; (iv) I shall have full responsibility for and shall be responsible for any damage to equipment caused by me which may occur during the Program; (v) any portion of the Program that I miss shall not be rescheduled; (vi) the prize(s), if any, offered in connection with Program shall be chosen by Producer in Producer’s sole discretion and all elements and details of any such prize(s) shall be determined by Producer in Producer’s sole discretion; (vii) I shall be responsible for all costs incurred in connection with accepting any prize(s); (viii) Producer shall not be accountable for any changes to the prize(s); (ix) I accept full responsibility to attend all Program-related meetings and training at the “Your Shot DJ Academy” and that if I miss any information, such information shall not be made available to me at a later stage; (x) if I am chosen participant, I hereby agree to participate in the Program in compliance with the terms set forth herein; (xi) any actions or behavior deemed violent, rude or inappropriate (including, but not limited to the use of drugs, harassment) by the Producers shall not be tolerated and may result in the termination of my involvement in the Program; (x) at any stage and for any reason (whether specified in this contract or not), the Producers may terminate my involvement in the Program; (xi) Producer takes no responsibility for any changes or problems to my health or well being that may come as a result of my involvement in the Program; (xii) Producer is not liable for any compensation or damages that may arise as a result of my involvement in the Program; (xiii) and as a Program winner and/or contestant, I may be subject to a range of commitments on behalf of sponsors, including but not limited to, interviews, message training, social media, appearances, performances, product endorsements, meet and greets.
In addition to the rights granted elsewhere in this Release, I understand and agree that if my appearance, name, likeness, voice, singing voice, conversation, sounds, biographical data and/or Video is used in connection with the Program, I may be required, in consideration of Producer possibly including my appearance, name, likeness, voice, singing voice, conversation, sounds, biographical data and/or Video in the Program, and at Producer’s election, to enter into the following agreement, the terms of which shall be subject to good faith negotiation: (a) an agreement with Producer or Producer’s designee(s) for the management of my career in the entertainment industry (including, but not limited to, my acting, singing, songwriting, or other services); and (b) an agreement with Producer or Producer designee(s) granting Producer a right to receive a share of all income earned by me from the use of my name, voice, conversation, likeness and biography for a period of time, including, without limitation, from live concert performances, recordings, acting, songwriting and merchandise (the “Brand Equity Agreement”). I understand and agree that such agreements shall become fully effective only at the election of Producer and/or Producer’s designee(s), which election shall occur on or before that date which is three (3) months from the date of the initial broadcast of the final episode of the upcoming season of the Program (the “Election Period”).
I understand that if I am selected as a contestant for one (1) or more of the semi-final rounds of the competition, I will be required to demonstrate to the satisfaction of Producer prior to such participation that I am not a party to any agreement with a talent agent or manager; a current music recording contract (either alone or as a member of a group); a current agreement relating to the use of my name, voice and/or likeness; an exclusive acting contract; or any other contractual arrangement (written or oral) that, in Producer’s sole discretion, would prohibit me from participating fully in the Program and/or entering into any contracts required by Producer, including an exclusive management contract and Brand Equity Agreement. In addition, I will be required to represent and warrant to Producer that I will not enter into any such agreement(s) during the Election Period, without Producer’s prior written consent. I acknowledge that Producer may require me to sign further documents as a condition of my participation in the Program.
I understand that I may reveal, and other parties may reveal, information about me that is of a personal, private, embarrassing or unfavorable nature, which information may be factual and/or fictional. I further understand that my appearance, depiction and/or portrayal in the Program may be disparaging, defamatory, embarrassing or of an otherwise unfavorable nature which may expose me to public ridicule, humiliation or condemnation. I acknowledge and agree that Producer shall have the right to (a) include any or all such information and appearances, depictions or portrayals in the Program as edited by Producer in its sole discretion, and (b) broadcast and otherwise exploit the Program containing any or all such information and appearances, depictions or portrayals in any manner whatsoever in any and all media now known or hereafter devised, or for any other purpose, throughout the universe in perpetuity. In the event I perform or display any original material on the Program written or otherwise controlled by me (for example, music, choreography, photography, lyrics, clothing, etc., collectively called the “Material”), I hereby grant to Producer and Producer’s designee, without charge, the rights necessary to perform and/or display the Material on the Program and the rights required to exploit the Program and the ancillary rights therein, inclusive of the Material, in any and all media now known or hereafter devised, throughout the universe in perpetuity.
I agree to follow all of Producer’s rules, directions and instructions in all matters relating to the Program, which rules, directions and instructions are subject to change at Producer’s sole discretion. I will accept any and all decisions of Producer on discretionary matters (including but not limited to the audition process and contestant selection) as final and acknowledge that the interests of the Program shall override those of any participant. I agree that Producer is not obligated to select me as a contestant and that my selection as a contestant for the Program is within Producer’s sole discretion. I acknowledge that Producer reserves the right, exercisable at any time in its sole discretion, to disqualify or eliminate me from the Program should I at any stage supply untruthful, inaccurate or misleading personal information, fail to abide by the rules or regulations of the Program, or for any other reason or for no reason at all. If I am selected, I agree that Producer is not obligated to have me appear on, or to broadcast my appearance on, the Program and may disqualify or eliminate me at any time in its sole discretion.
I warrant and represent that I am at least: (i) 18 years of age for legal United States citizens and legal permanent residents of the United States, and my date of birth is accurately set forth below. I recognize that Producer is relying on my representations herein and that a breach by me hereunder would cause Producer irrevocable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law; and, therefore, I hereby expressly agree that Producer shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this Release by me.
I warrant and represent that (i) I have obtained the necessary rights to authorize Producer to record and film the compositions and recordings included in any Video or performance, including the right to synchronize recordings of my performance with audio-visual materials; (ii) my performance in the Program will not; a) infringe any law or court order; b) defame any person; c) give rise to a breach of confidence or an invasion of privacy; d) infringe intellectual property, moral or other rights of any person; or e) give rise to passing off or any misleading or deceptive conduct.
To the maximum extent permitted by law, all implied terms, conditions, warranties, statements, assurances and representations in relation to the Program or any other goods or services provided by the Producers or in connection with the Program are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, at our discretion, to: (a) with respect to the supply of goods: the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; (b) with respect to the supply of services: the re-supply of the services; or the payment of the cost of having the services re-supplied. To the maximum extent permitted by law, Producer’s cumulative liability to me hereunder and in connection with the Program shall be $500.
I hereby release, discharge, and hold harmless Producer, its assignees, licensees, agents, and affiliates, including, without limitation, Tijs M. Verwest, Hakkasan LV, LLC, Steven D. Pillemer, Trium Entertainment, Red Light Management, Inc., and any and all others connected with the Program, and each of their related parent companies, subsidiaries and/or affiliated companies, and the officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Released Parties”),from any and all liability or claims arising out of or in any way resulting from my participation in the Program and the use or reuse of my appearance, name, voice, singing voice, likeness, biographical information and/or Video and I agree not to make any claim against Producer or the Released Parties as a result of my participation in the Program and in connection with any use or reuse of my appearance, name, voice, singing voice, conversation, likeness, biographical information and/or Video (including, without limitation, any claim based upon defamation or invasion of privacy and/or publicity). In addition, I agree to indemnify Producer and the other Released Parties and to hold each of them harmless from any and all liability, claim, action, damage, expense (including reasonable attorneys fees), and loss of any kind caused by or arising out of any statement, action or failure to act by me during or in connection with my participation in the Program or breach or alleged breach by me of this Release. In no event shall I have any right to injunctive or other equitable relief against Producer or any of the Released Parties in connection with the Program.
I acknowledge that there is a possibility that after my execution of this Release, I will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Release was executed and which, if known by me at that time, may have materially affected my decision to execute this Release. I acknowledge and agree that by reason of this Release, I am assuming any risk of such unknown facts and such unknown and unsuspected 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 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding such provision, this Release shall constitute a full release in accordance with its terms. I knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect.
I affirm that neither I nor anyone acting for me gave or agreed to give anything of value to any member of the production staff, anyone associated in any manner with Producer, or any representative of Producer’s undertakings hereunder. I understand that Producer’s policy prohibits such payments, and I further understand that it is a federal offense, unless disclosed to Producer prior to broadcast, for any such arrangement or my acceptance or agreement to accept anything of value to promote any product, service or venture on the air. I am also aware that it is an offense to use any prepared material containing such a promotion where I know the writer received consideration for it and fail to disclose this to Producer prior to broadcast. I shall notify Producer immediately if any person attempts to induce me to violate the foregoing or to do anything dishonest.
I warrant that I have the full, complete and unrestricted right and authority to enter into this Release. I warrant and represent that: (i) I am a legal U.S. citizen or U.S. resident eligible to work in the U.S.; or (ii) I am a citizen of the country designated below with a valid passport and I am not aware of any restriction which would prevent me from legally entering the U.S. and qualifying for a U.S. work visa.
If I am selected to participate in the Program, I shall furnish to Producer all documents required by the Immigration Reform Control Act of 1986 for me to participate in the Program, and shall comply with all eligibility verifications required by law. I am not a candidate for public office. I agree that my appearance on the Program, if any, shall not be deemed to be a performance and is not employment under any collective bargaining agreement or performing arts guild (including but not limited to AFTRA and SAG) and does not entitle me to wages, salary, residuals, corporate or other benefits (as for example, pension, health and welfare benefits) or other compensation under any such collective bargaining agreement or otherwise.
I agree and understand that this Release shall be deemed entered into in Los Angeles County, California, and that it shall be governed by and interpreted under the laws of California and by the courts of Los Angeles County. I agree not to disclose or discuss events related to the Program, or authorize any third party to do the same, without the prior written approval of Producer. I shall not directly or indirectly issue or permit the issuance of any publicity whatsoever with respect to the Program or my appearance in
connection therewith. I shall not use the name of the Program in any way at any time without Producer’s prior written approval in each instance.