VIDEO USE AND RELEASE AGREEMENT
The individual (“I” or “me”) accepting this Video Use and Release Agreement (“Agreement”) desires to enter the Video Scholarship Competition (the “Competition”) offered by Envision Utah, a Utah non-profit corporation (the “Sponsor”). In consideration of my participation in the Competition, and in recognition of the Sponsor’s reliance on this Agreement, I agree as follows:
1. Right to Use Videos; Ownership. I hereby grant to Sponsor, its affiliates, and their successors and assigns the nonexclusive, irrevocable, perpetual, worldwide right and license to use, reproduce, distribute, display, publicly perform, broadcast, transmit, exhibit, modify, alter, edit, adapt, create derivative works of, and otherwise exploit, in whole or in part, in any and all forms, formats, platforms, and media now existing or existing in the future (“Use”) the videos I that I submit for the Competition, including but not limited to all audio, video, audio-visual, and/or other components thereof (the “Videos”). I agree that Sponsor and its affiliates may license these rights to third parties through multiple levels of licensing. I agree that Sponsor has no obligation to Use the Videos. I agree that, as between Sponsor and me, Sponsor owns all copyrights and other rights in all modifications, alterations, edits, adaptations, and derivative works that Sponsor, its affiliates, and/or their licensees make to, or create using, the Videos, except that such ownership does not include the copyrights in the original Videos.
2. Use of My Name and Likeness. I hereby irrevocably permit, authorize, grant, and license Sponsor, its affiliates, and their licensees, successors, and assigns, and the officers, directors, employees, representatives, and agents of each and all of them to Use my name, image, likeness, appearance, voice, and biographical information in connection with the Videos and all modifications, alterations, edits, adaptations, and derivative works that Sponsor, its affiliates, and/or their licensees make to, or create using, the Videos, without further consent from or royalty, payment, or other compensation to me.
3. Permissions from Others. I have obtained and will obtain from all persons and entities who appear(ed) or otherwise participate(d) in creating the Videos, or whose trademark, copyright, or other property was or is identified, depicted, or otherwise used or referred to in the Videos, such written and signed licenses, permissions, waivers, releases, and consents (collectively, “Permissions,” and each individually a “Permission”), including but not limited to those Permissions relating to publicity, privacy, and intellectual property rights as are, or reasonably may be expected to be, necessary for Sponsor and its licensees to exercise their rights in the Videos as permitted by this Agreement without incurring any payment or other obligation to, or otherwise violating any right of, any such person or entity. If any Video includes music, I have obtained and will obtain at my own cost and expense all Permissions, including but not limited to master use, synchronization, and other licenses and performer consents, and shall pay all fees and other payments, required for Use of the music in the Videos as allowed by this Agreement. I agree not to use any name, image, likeness, music, trademark, copyright, or other property of any person or entity without first obtaining all required Permissions.
4. Representations and Warranties. I represent and warrant to Sponsor that: (a) I am the sole owner of the Videos and have the full right, power, and authority to grant the rights and licenses granted to Sponsor and its licensees in this Agreement and otherwise enter into and perform this Agreement; (b) I have not used and will not use any music, video, photo, or other material in the Videos, even in the background, that I did not and do not have the right to use; (c) The Videos do not and will not portray any person, company, or other entity in any bad, negative, offensive, or objectionable light; and (d) The Videos, and Sponsor’s and its licensees’ Use of the Videos, do not and will not violate any law, regulation, or rule and do not and will not infringe, misappropriate, or otherwise violate any copyright, trademark, or other intellectual property right, or any privacy, publicity, contract, or other third-party right, or constitute libel or slander of any person, company, or other entity.
5. Indemnity. I agree to indemnify, defend, and hold harmless Sponsor, its licensees, and its and their respective affiliates, officers, directors, managers, employees, agents, representatives, shareholders, members, successors, and assigns from and against all claims, actions, causes of action, losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (“Claims”), including attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, cause of action suit, action, or proceeding relating to any actual or alleged breach by me of any of my representations, warranties, covenants, or other obligations under this Agreement.
6. Waiver and Release. I expressly waive and release any and all Claims, now or hereafter existing, against Sponsor, its affiliates, its and their respective licensees, Instagram, TikTok, and all other social media platforms, the successors and assigns of all of the foregoing, and any and all of their respective officers, directors, managers, employees, agents, affiliates, shareholders/members, successors, and assigns (collectively, “Releasees”), arising from or otherwise relating to my participation in the Content, my creation of the Videos, my own Use of the Videos, and the Releasees’ Use of the Videos. I covenant not to make or bring any such Claims against the Sponsor or any other Releasee, and forever release and discharge, and agree to release and discharge, Sponsor and all other Releasees from liability for such Claims. This waiver and release does not extend to Claims of gross negligence, willful misconduct, or any other liabilities that Utah law does not permit to be waived or released by agreement.
7. General Provisions. This Agreement and the Official Rules of the Competition constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If there is any conflict between the Official Rules of the Competition and this Agreement, this Agreement shall control. I have not relied on any statement, representation, warranty, or agreement of Sponsor or of any other person or entity on Sponsor's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Sponsor may assign this Agreement and its rights hereunder, in whole or in part, to any third party. This Agreement is binding on and shall inure to the benefit of the parties and respective successors, assigns, heirs, executors, and personal representatives. This Agreement shall be exclusively governed by and construed in accordance with the internal laws of Utah without giving effect to any choice or conflict of law provision or rule (whether of Utah or of any other jurisdiction). Any Claims arising under or otherwise relating to this Agreement shall be brought only and exclusively in the federal and state courts located in Salt Lake County, Utah, and I hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
SPONSOR SHALL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER THE DAMAGE WAS FORESEEABLE AND SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
I ACKNOWLEDGE THAT THE COMPETITION IS IN NO WAY SPONSORED, ENDORSED, OR ADMINISTERED BY, OR ASSOCIATED WITH, INSTAGRAM, TIKTOK, OR ANY OTHER SOCIAL MEDIA PLATFORM OR COMPANY. I AGREE TO COMPLY WITH ALL TERMS OF USE OF INSTAGRAM, TICKTOK, AND ALL OTHER SOCIAL MEDIA PLATFORMS AND COMPANIES IN CONNECTION WITH MY PARTICIPATION IN THE COMPETITION, THE CREATION OF MY VIDEOS, AND MY POSTING AND OTHER USE OF MY VIDEOS.
I REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE OR, IF I AM UNDER 18 YEARS OF AGE, MY PARENT OR GUARDIAN WILL EXECUTE AND SEND TO SPONSOR THE REQUIRED CONSENT TO THIS AGREEMENT ON MY BEHALF.
I ACKNOWLEDGE, REPRESENT, AND WARRANT THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY GRANTING AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO SUE SPONSOR.
My Electronic Signature. I agree that my electronic acceptance or signature, whether digital or encrypted, for this Video Use and Release Agreement is intended to authenticate and accept this this Video Use and Release Agreement and to have the same force and effect as my manual signature. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, pursuant to the Utah Uniform Electronic Transactions Act (Utah Code §§ 46-4-101 et seq.) as amended from time to time.
1. Right to Use Videos; Ownership. I hereby grant to Sponsor, its affiliates, and their successors and assigns the nonexclusive, irrevocable, perpetual, worldwide right and license to use, reproduce, distribute, display, publicly perform, broadcast, transmit, exhibit, modify, alter, edit, adapt, create derivative works of, and otherwise exploit, in whole or in part, in any and all forms, formats, platforms, and media now existing or existing in the future (“Use”) the videos I that I submit for the Competition, including but not limited to all audio, video, audio-visual, and/or other components thereof (the “Videos”). I agree that Sponsor and its affiliates may license these rights to third parties through multiple levels of licensing. I agree that Sponsor has no obligation to Use the Videos. I agree that, as between Sponsor and me, Sponsor owns all copyrights and other rights in all modifications, alterations, edits, adaptations, and derivative works that Sponsor, its affiliates, and/or their licensees make to, or create using, the Videos, except that such ownership does not include the copyrights in the original Videos.
2. Use of My Name and Likeness. I hereby irrevocably permit, authorize, grant, and license Sponsor, its affiliates, and their licensees, successors, and assigns, and the officers, directors, employees, representatives, and agents of each and all of them to Use my name, image, likeness, appearance, voice, and biographical information in connection with the Videos and all modifications, alterations, edits, adaptations, and derivative works that Sponsor, its affiliates, and/or their licensees make to, or create using, the Videos, without further consent from or royalty, payment, or other compensation to me.
3. Permissions from Others. I have obtained and will obtain from all persons and entities who appear(ed) or otherwise participate(d) in creating the Videos, or whose trademark, copyright, or other property was or is identified, depicted, or otherwise used or referred to in the Videos, such written and signed licenses, permissions, waivers, releases, and consents (collectively, “Permissions,” and each individually a “Permission”), including but not limited to those Permissions relating to publicity, privacy, and intellectual property rights as are, or reasonably may be expected to be, necessary for Sponsor and its licensees to exercise their rights in the Videos as permitted by this Agreement without incurring any payment or other obligation to, or otherwise violating any right of, any such person or entity. If any Video includes music, I have obtained and will obtain at my own cost and expense all Permissions, including but not limited to master use, synchronization, and other licenses and performer consents, and shall pay all fees and other payments, required for Use of the music in the Videos as allowed by this Agreement. I agree not to use any name, image, likeness, music, trademark, copyright, or other property of any person or entity without first obtaining all required Permissions.
4. Representations and Warranties. I represent and warrant to Sponsor that: (a) I am the sole owner of the Videos and have the full right, power, and authority to grant the rights and licenses granted to Sponsor and its licensees in this Agreement and otherwise enter into and perform this Agreement; (b) I have not used and will not use any music, video, photo, or other material in the Videos, even in the background, that I did not and do not have the right to use; (c) The Videos do not and will not portray any person, company, or other entity in any bad, negative, offensive, or objectionable light; and (d) The Videos, and Sponsor’s and its licensees’ Use of the Videos, do not and will not violate any law, regulation, or rule and do not and will not infringe, misappropriate, or otherwise violate any copyright, trademark, or other intellectual property right, or any privacy, publicity, contract, or other third-party right, or constitute libel or slander of any person, company, or other entity.
5. Indemnity. I agree to indemnify, defend, and hold harmless Sponsor, its licensees, and its and their respective affiliates, officers, directors, managers, employees, agents, representatives, shareholders, members, successors, and assigns from and against all claims, actions, causes of action, losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (“Claims”), including attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, cause of action suit, action, or proceeding relating to any actual or alleged breach by me of any of my representations, warranties, covenants, or other obligations under this Agreement.
6. Waiver and Release. I expressly waive and release any and all Claims, now or hereafter existing, against Sponsor, its affiliates, its and their respective licensees, Instagram, TikTok, and all other social media platforms, the successors and assigns of all of the foregoing, and any and all of their respective officers, directors, managers, employees, agents, affiliates, shareholders/members, successors, and assigns (collectively, “Releasees”), arising from or otherwise relating to my participation in the Content, my creation of the Videos, my own Use of the Videos, and the Releasees’ Use of the Videos. I covenant not to make or bring any such Claims against the Sponsor or any other Releasee, and forever release and discharge, and agree to release and discharge, Sponsor and all other Releasees from liability for such Claims. This waiver and release does not extend to Claims of gross negligence, willful misconduct, or any other liabilities that Utah law does not permit to be waived or released by agreement.
7. General Provisions. This Agreement and the Official Rules of the Competition constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If there is any conflict between the Official Rules of the Competition and this Agreement, this Agreement shall control. I have not relied on any statement, representation, warranty, or agreement of Sponsor or of any other person or entity on Sponsor's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Sponsor may assign this Agreement and its rights hereunder, in whole or in part, to any third party. This Agreement is binding on and shall inure to the benefit of the parties and respective successors, assigns, heirs, executors, and personal representatives. This Agreement shall be exclusively governed by and construed in accordance with the internal laws of Utah without giving effect to any choice or conflict of law provision or rule (whether of Utah or of any other jurisdiction). Any Claims arising under or otherwise relating to this Agreement shall be brought only and exclusively in the federal and state courts located in Salt Lake County, Utah, and I hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
SPONSOR SHALL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER THE DAMAGE WAS FORESEEABLE AND SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
I ACKNOWLEDGE THAT THE COMPETITION IS IN NO WAY SPONSORED, ENDORSED, OR ADMINISTERED BY, OR ASSOCIATED WITH, INSTAGRAM, TIKTOK, OR ANY OTHER SOCIAL MEDIA PLATFORM OR COMPANY. I AGREE TO COMPLY WITH ALL TERMS OF USE OF INSTAGRAM, TICKTOK, AND ALL OTHER SOCIAL MEDIA PLATFORMS AND COMPANIES IN CONNECTION WITH MY PARTICIPATION IN THE COMPETITION, THE CREATION OF MY VIDEOS, AND MY POSTING AND OTHER USE OF MY VIDEOS.
I REPRESENT THAT I AM AT LEAST 18 YEARS OF AGE OR, IF I AM UNDER 18 YEARS OF AGE, MY PARENT OR GUARDIAN WILL EXECUTE AND SEND TO SPONSOR THE REQUIRED CONSENT TO THIS AGREEMENT ON MY BEHALF.
I ACKNOWLEDGE, REPRESENT, AND WARRANT THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY GRANTING AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO SUE SPONSOR.
My Electronic Signature. I agree that my electronic acceptance or signature, whether digital or encrypted, for this Video Use and Release Agreement is intended to authenticate and accept this this Video Use and Release Agreement and to have the same force and effect as my manual signature. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, pursuant to the Utah Uniform Electronic Transactions Act (Utah Code §§ 46-4-101 et seq.) as amended from time to time.