Disclaimers & Consent
1. In consideration of the Participation Benefits (as defined below), which I agree is sufficient benefit to bind me to the terms and conditions of this Release with Ogilvie Brands, Inc. dba Love Wellness ("LW"), I agree as follows:
2. Assignment of Rights: I hereby irrevocably assign and transfer all of my right, title and interest in and to all video, images, photos, quotes, reviews, statements, personally identifiable information (such as my name, geographic location, my physical likeness and other provided information), and other related materials (collectively, the “User Materials”) including all associated intellectual property rights including, but not limited to, the right to use the User Materials in connection with the development, production, exhibition, distribution, advertising, marketing, promotion and/or other exploitation in any and all media including, but not limited to, visual or audio-visual depictions, to LW for LW’s own use, and for the use of LW’s successors, assigns or other legal representatives as fully and entirely as the User Materials would have been held and enjoyed by me as if this assignment had not been made. For the avoidance of doubt, this assignment includes, but is not limited to, the exclusive right by LW to reproduce the User Materials, to display the User Materials in any medium including, but not limited on the internet, and the exclusive right to enforce, sue upon, obtain relief and recover damages for infringement of the User Materials as those rights exist before, upon and after the execution of this assignment. In addition, I agree that the above includes the right to use the User Materials or portions of the User Materials (and my likeness) in any publication or other medium and includes the right to edit, delete, and/or juxtapose, any part of the User Materials in which I appear. For the avoidance of doubt, the foregoing rights include the right to use my name and/or likeness as such may appear in the User Materials.
3. Rights Release: I specifically warrant and represent that upon the execution of this assignment I have, and shall continue to have, no right, title or interest in and to the User Materials and hereby waive all such rights in favor of the LW and LW’s successors and assigns. I further waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, violation of rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the production, exhibition, promotion, exploitation of the Video Session or the User Materials, and whether resulting in whole or in part by the negligence of the Company or any other person, and covenant not to make or bring any such Claim against the Company or any of its employees, officers, agents, attorneys, directors, stockholders, affiliates, successors or assigns, from liability under such Claims.
THIS RELEASE PROVIDES THE COMPANY WITH MY ABSOLUTE AND UNCONDITIONAL CONSENT AND WAIVER ALLOWING THE COMPANY TO PUBLICIZE AND EXPLOIT MY NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND INFORMATION SET FORTH HEREIN. BY SIGNING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE AND THAT I AM GIVING UP SUBSTANTIAL LEGAL RIGHTS INCLUDING RIGHT TO SUE THE COMPANY FOR USING THE USER MATERIALS AS SET FORTH HEREIN.
4. Ownership of Materials, 6. Governing Law; Venue, 7. Entire Agreement; Assignment: For the avoidance of doubt, it is understood and agreed that all intellectual property rights, including copyright, associated with the User Materials, and any derivative works derived therefrom are, and are to be, the property of LW and LW’s successors and assigns.
This assignment shall be governed by the internal laws of the state of Delaware. I hereby agree to submit to the exclusive jurisdiction of the federal and state courts located in Manhattan, New York for the resolution of all disputes in connection with this assignment.
This assignment expresses the entire understanding of the parties and replaces and supersedes all former agreements, negotiations or understandings between the parties, written or oral, relating to the subject matter of this assignment. I understand and acknowledge that LW shall be entitled to assign its rights under this assignment to a third party without my consent.