MATERIALS RELEASE

  • Section 1

  • In consideration for my participation in First Responders Children's Foundation PSA and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I
  • (“Provider”) hereby submit to First Responders Children's Foundation (“FRCF”) my personal artworks, paintings, graphics, drawings, sculptures, photographs, images, likeness, audio visual recordings, questionnaire responses, data, information, or any other works submitted to FRCF ("Provider Content") for possible use in connection with the Event (defined below) and hereby irrevocably grant to FRCF and its parent entity, affiliates, and subsidiaries, and their respective licensees, employees, agents, successors, and assigns (“FRCF Parties”), the following rights under the terms set forth below:
    • (i) All right, title and interest in and to the Provider Content and each element contained therein (including, without limitation, all copyrights); and
    • (ii) The irrevocable, exclusive, right, license, and permission to utilize, in connection with the Event (hereinafter defined), the Provider Content or any portion thereof, and to utilize my name, voice, likeness, appearance, performance, and any material(s) incorporated into the Provider Content (e.g., artwork, dialogue, musical composition(s), literary material, personal information, etc.), including, without limitation, all copyrights.
    • (iii) As used herein, "Event" shall refer to any and all promotions, commercials, pre-Event activities, post Event promotions for future events, sponsorships, social medial advertising campaigns, or any other promotional activity regarding First Responders Children's Foundation PSA, any materials related thereto, and/or any materials in which the Provider Content or any portion or frame thereof might be included as an element (be it on the Internet, television, social media, print media, billboards, theatrical motion pictures, home video, any form of compilation, and/or in any and all media whether now known or hereafter devised throughout the universe in perpetuity).
    • (iv) The use of the Provider Content granted to the FRCF Parties hereunder may include, but is not limited to, (a) Internet, including, but not limited to posting Provider Content on all FRCF websites and in galleries and streaming Provider Content via FRCF's digital network; (b) all social media, including, but not limited to, Facebook, Twitter, MySpace, YouTube, Instagram, Pinterest, Google +, and Foursquare; (c) on air broadcast, digital or otherwise, for any purpose; and/or (d) use in connection with the production, distribution, exhibition, advertising, merchandising, telecasting, and/or other exploitation of the Event, in any and all media, whether now known or hereafter devised, including but not limited to home videos, commercials, any new media, videocassettes, CDs, DVDs, compilations, the Internet, printed media, billboards, product merchandising, theatrical motion pictures, digital and electronic devices (including gaming devices and entertainment handheld devices and consoles such as XBox and cell phones), and all television, throughout the universe, in perpetuity.
  • Section 2

  • I also agree that the FRCF Parties may use the Provider Content and any portion thereof, and my name, voice, likeness, appearance, performance, and biographical information to publicize and promote the Event and/or broadcaster's (or other applicable broadcast entity's or exhibitor's) services, and that the FRCF Parties may sell, assign, or license its rights hereunder to any third party in its sole discretion and without providing any further consideration to me.
  • Section 3

  • I understand and agree that I will not receive any compensation if the Provider Content is included in the Event or is otherwise utilized by any of the FRCF Parties. Further, I understand that the Provider Content may be edited for any reason and in any manner (including, without limitation, for reasons of content, presentation, and time) and may, to the extent decided by FRCF, in its sole discretion, have sound effects, music, host voiceovers, and/or other elements added to the presentation, and that the FRCF Parties may use, adapt, and modify the Provider Content or any portion or element thereof and to combine it with other materials in connection with the Event. I agree that the FRCF Parties will have the right from time to time and at any time to cut, edit, add to, subtract from, arrange, rearrange, shorten, and revise the Provider Content in any manner and by any method which FRCF may in its sole discretion determine, and that I expressly waive any so-called "moral rights" that may now or may hereafter be recognized including, without limitation, any right to object to any alteration of the Provider Content. I understand that nothing shall require FRCF to use the Provider Content in any manner or to broadcast or otherwise exhibit the Provider Content in any way, it being understood and agreed that all such matters are within FRCF's sole discretion.
  • Section 4

  • I hereby release, discharge, and hold harmless the FRCF Parties and their respective officers, directors, employees, agents, licensees, successors, and assignees from any and all claims whether at law or in equity (including without limitation, injunctive relief) that I may have at any time by reason of any such use, exploitation, or the exercise of any rights granted hereunder and/or arising from a breach of my agreements, representations, and warranties hereunder. I acknowledge that, in the event of a breach of this agreement by FRCF or any third party, the damage, if any, caused me thereby will not be irreparable or otherwise sufficient to entitle me to seek or obtain injunctive or other equitable relief. I acknowledge that my rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law, and I will not have the right to enjoin the production, exhibition, or other exploitation of the Event or any related rights with respect thereto.
  • Section 5

  • I represent and warrant as follows: (1) that I am the sole and exclusive owner of the Provider Content and have the full right and authority to enter into this agreement and to grant the rights herein; (2) that the making, exhibition, distribution and/or other exploitation of the Provider Content in connection with a Program does not violate or infringe any intellectual property rights of any third parties or constitute a defamation or invasion of privacy or right of publicity; (3) that I have obtained the written consent, release, and/or permission of each and every identifiable individual person in the Provided Content submitted to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Provider Content in the manner contemplated by the terms of this Agreement. I hereby agree to indemnify and defend the FRCF Parties against any and all losses, claims, debts, demands, liabilities, attorneys' fees, and all other damages or costs arising from or related to a breach of any of the above representations, warranties, and agreements or the falsity of any of these representations or warranties, including, without limitation, any and all claims by third parties that their consents and permissions were never obtained.
  • Section 6

  • This release will be governed by and construed under and in accordance with the laws of the State of Texas, without regard to principles of conflicts of laws. I hereby consent and agree to the exclusive jurisdiction of the federal and state courts of the State of Texas located in Bexar County, in connection with any lawsuit, action, or proceeding arising out of or related to this agreement.
  • Section 7

  • I agree to execute any additional documents which FRCF may from time to time require or deem necessary or desirable to evidence, establish, maintain, protect, enforce, or defend the FRCF Parties’ exercise and full exploitation of any of the rights I have granted herein including, without limitation, FRCF's right, title, and interest in and to the Provider Content or any portion or element thereof. If I fail to execute and deliver such documents, I hereby appoint FRCF as my attorney-in-fact, with full right of substitution and delegation, to execute any such documents in my name and on my behalf to effectuate the purpose of this agreement, such power being irrevocable and coupled with an interest.
  • Section 8

  • This agreement constitutes the entire understanding between FRCF and me, and supersedes all prior negotiations, understandings and agreements (whether written or oral) relating to the Provider Content. Any waiver of any term of this agreement in a particular instance shall not be a waiver of such term for the future. In the event that any paragraph or provision in this agreement is held invalid by a court of law for any reason, such invalidity shall have no effect upon the remaining terms and conditions of this agreement.
  • Section 9

  • I certify, acknowledge and agree that: (1) I am over the age of eighteen (18) and am legally competent to sign this Agreement; (2) I have read this agreement carefully and understand its provisions; (3) I understand that I have the right to consult with an attorney; (4) I have determined that it is in my best interest to enter into this agreement; (5) I have not been influenced to sign this agreement by any statement or representation by the FRCF Parties not contained herein; and (6) I enter into this agreement knowingly and voluntarily.
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