Grants of Rights: For good and valuable consideration, receipt of which is hereby acknowledged and accepted, I grant High Noon Productions, LLC and LWT Enterprises Inc., and their parents, affiliates, subsidiaries, licensees, and assigns (collectively “Producer”), the right to feature and/or interview me while I am at my home (the “Property”) or other location that I may have access to while accessing the website known as EBTH.com and its related sites including online auction platform (the “Site”); to take and/or utilize audio and video recordings (including, without limitation, photographs or other virtual recordings) of me, my voice, the Property (including, without limitation, the right to record all structures, signs, artwork, posters, photographs, and activities, conduct, and conditions located on, occurring or existing on the Property, as well as any trademarks, trade names and logos owned or controlled by me), my social media handles, including my username and/or profile information on the Site, any copyrightable material I may create, and any underlying composition or performance thereof (collectively the “Footage”) and give Producer, its licensees, broadcasters and distributors, and each of their respective employees, agents, successors and assigns, past, present and future parents, divisions and subsidiaries (collectively “Companies”) the right to use the Footage, my likeness, name and information relating to me, the Property, and refer to the Property by its correct or any fictitious name, in the Program and otherwise in connection with Producer and Companies, or other programs created by Producer or Companies, including best-ofs and compilations of the program (collectively and singularly, the “Program”), and in advertisements, publicity and promotions for the Program and/or Producer and Companies (the “Advertisements”); to use my likeness, the Property, the Footage and information in derivative works of the Program (“Derivative Works”); to use my likeness, the Property or any Footage, Program, Advertisements and/or Derivative Works to manufacture, directly or through third parties, ancillary products of any form, type or quality (e.g., merchandise), whether or not in connection with the Program, and including in connection with Producer and/or Companies or Companies’ affiliated services; to use my likeness, the Property, the Footage and Derivative Works; to edit, delete, and dub the Footage, Derivative Works, and the Program in any manner as Producer and Companies sees fit; and to distribute and exhibit the Footage, Program, Advertisements and Derivative Works (whether directly or through third parties) in any form of media and by any method now known or later discovered anywhere in the universe in perpetuity. I further acknowledge and consent that Producer may juxtapose any part of the Footage with any other part of the Footage or other elements of the Program, Advertisements and/or Derivative Works and/or alter the sequence of events or of any information presented in the Footage, Program, Advertisements and/or Derivative Works. Producer may edit, delete and dub the Program (including the Footage) as Producer sees fit. Producer shall have the right to include all information obtained about the Property, me and any appearance, depiction, portrayal, actions and statements in the Program as edited by Producer. Producer has no obligation and need not use the Footage, create or exploit the Program, include me, the Property or to use any name connected with the Property, in connection with the Program or any series based on or related to the Program. Producer may cancel production of the Program at any time, for any reason, without any obligation to me whatsoever.
Ownership: I agree that the right to utilize the Footage created by Producer will belong solely and exclusively to Producer in all forms of media throughout the universe in perpetuity. The Footage and its underlying elements shall be considered work-made-for-hire and Producer shall be the exclusive owners of the results and proceeds of such with the right, among other things, to copyright, to use and to license others to use, in any manner, all or any portion thereof or of a reproduction thereof in connection with the Program, Advertisements, Derivative Works or otherwise. If for any reason, the results and proceeds shall not be considered works made for hire, then I hereby irrevocably assign to Producer, all right, title and interest in said results and proceeds. For purposes of clarity, I expressly waive any and all moral rights I may have in connection with my appearance likeness in the Footage.
Release and Indemnity: I represent and warrant that I shall at all times comply with the following: (i) Producer’s current COVID-19 or related infectious disease and/or safety protocols (which may include, without limitation, temperature checks, wearing personal protective equipment, cleaning protocols, etc.); (ii) the Federal Centers for Disease Control and Prevention (CDC) guidelines; and (iii) all other applicable federal, state, county or local municipal laws, orders, guidance, rules and regulations. I am solely responsible for determining whether I am physically, emotionally, psychologically and mentally able to participate in the Program. I understand that my participation in the Program may be physically and emotionally stressful, have freely and knowingly consented to assuming such risk, and believe that I am fully capable of participating in the Program. I hereby certify that to the best of my knowledge, I am capable of fulfilling the role I am contracted for and am not aware of any pre-existing health or mental condition that would prevent me from fulfilling this role. I affirm that any decisions in the activities being performed at the time of filming are made by me on my own accord, and I am accepting all risks, known and unknown, associated with my participation and use of the Property in the Program. I will never sue Producer or Companies or anyone because (i) Producer did not take or use in the Program or otherwise, the Footage, my name, likeness, information or the Property; or (ii) I do not like the manner in which Producer took or used the Footage, my name, information or the Property in the Program, Advertisements and/or Derivative Works. I irrevocably and unconditionally release, waive and forever discharge Producer, Companies, and their respective parents, subsidiaries, affiliates, successors, and assigns, and their respective agents, employees, contractors, partners, representatives, officers and directors, jointly and individually (herein collectively referred to as “Releasees”), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which I (or my assigns, agents and/or representatives) ever had, now have, or in the future may have against the Releasees, or relating to or arising out of this Agreement, the Program, the Footage, any use of the Property in the Program or Footage, any appraisal, valuation, selling price, description, estimate, or other statement or evaluation (collectively, “Evaluation”) of any item or personal property (the “Item”) made by any person or entity, whether on- or off-camera, in and in connection with the Program and/or Releasees, or my appearance and participation in the Program or Footage, which includes, but is not limited to, any possible physical or mental injury, harm, or damage sustained by me or any damage to the Property or Item during filming of the Program, relating to this Agreement, the Program, the Footage, or otherwise against the Releasees, (collectively, the “Released Claims”). The Released Claims shall include, but are not limited to, claims based on negligence, personal injury, wrongful death, property damage, libel, slander, defamation, invasion of privacy, publicity or personality, infliction of emotional distress, breach of contract, laws and infringement of trademark, patent or copyright. I agree that my remedies for any breach of this agreement by Companies or others will be limited to monetary damages, if any. I further agree that I shall be liable for any attorneys’ fees and costs incurred by Producer and Companies in connection with any claim or lawsuit brought in violation of this Agreement. In no event shall I have the right to enjoin the development, production or distribution or exploitation of the Footage, Program, Advertisements and/or Derivative Works. Further, I will indemnify and hold harmless the Releasees with respect to any claims, demands, or causes of action of any kind relating to or arising out of my appearance and participation in the Program, including, but not limited to, claims, demands and causes of action of any person related to invasion of privacy, infringement of trademark, patent or copyright, personal injuries or property damage suffered by such person relating to or arising out of my appearance and participation in the Program and the use of the Property in connection with this Agreement. I understand and agree that Producer has made no warranty to me with respect to the Evaluation of the Item and shall not be responsible to me for any errors or omissions regarding such Evaluation of the Item. Producer, in consultation with any third party, including the Releasees, shall have complete discretion as to the description of the Item in connection with the Program. I acknowledge and agree that there is no guarantee that the Item could ever be sold and that the Releasees have made no guarantee to me as to a sale price that could potentially be obtained if I ever choose to sell the Item.
Confidentiality: I agree to keep strictly confidential and not to disclose, or cause to be disclosed, to any third party any information which may be confidential/trade secret information regarding Producer, Companies and/or its affiliates or subsidiaries including, but not limited to, methods of doing business, program ideas, business data, future plans, casting and marketing strategies, financial results and business conditions, the terms of any agreement with any employee, vendor, licensee, program participant or other third party, any nonpublic information in any way related to Producer and/or its affiliates, subsidiaries and licensees and any information related to any potential or actual past, present or future Producer programs, including, without limitation, Producer’s intention to develop programs, any proposed program formats, contents, casts, characters, or other elements under consideration by Producer for inclusion in any program, the premise or title of any program, the storylines or outcomes of any programs or any events captures or recorded by Producer in connection with any program, the terms and conditions of this Agreement, and any and all other information disclosed to or obtained by me at any time from any source concerning or relating to the development, production, distribution and/or other exploitation of any such programs (collectively, “Confidential Information”), except as expressly authorized in advance by Producer in writing; or as required by law. I acknowledge and agree that any direct or indirect disclosure of any Confidential Information will constitute a material breach of this agreement and will cause Producer substantial and irreparable injury entitling Producer to, among other things: (i) if I am presently engaged by Producer, my immediate termination for breach of the terms of my engagement; (ii) injunctive or other equitable relief, without posting any bond, to prevent and/or cure my breach or threatened breach of this agreement; (iii) recovery of any damages suffered by Producer arising from such breach or threatened breach including, without limitation, any attorneys’ fees, legal expenses and court costs incurred to enforce this paragraph; and (iv) disgorgement of any monies, profits, or other consideration or benefits which I derive from any and all sources (including but not limited to Producer’s competitors and the media) relating to any disclosure or exploitation of any Confidential Information, in each case without prejudice to any other legal or equitable rights or remedies that Producer may have as a result of a violation of the terms hereof. Notwithstanding the foregoing, in no event shall I be entitled to equitable relief or otherwise to enjoin, restrain or interfere with the proposed development, production, exhibition or other exploitation of such programs. I agree to honor the provisions of this agreement in perpetuity.
Entire Agreement/Other: This Agreement represents the entire agreement between the parties hereto relating to the subject matter of the Agreement and replaces and supersedes all previous agreement relating thereto and all representations made relating to the subject matter hereof and may be varied only in writing signed by the parties. I understand that Producer is not obligated to use any of the rights granted herein. I know Producer will incur expenses in reliance on this Agreement and will suffer considerable monetary damages if I back out or attempt to revoke this release, so I will not back out of my obligations hereunder or attempt to revoke this Agreement or any rights granted herein. I acknowledge that there is a possibility that after the execution of this Agreement, I may discover facts or incur or suffer claims which were unknown or unsuspected at the time of execution, and which if known by me at that time may have materially affected my decision to execute this Agreement. I agree that by reason of this Agreement, and the releases contained in the prior paragraphs, I am assuming any risk of such unknown or unsuspected facts and claims and, in signing this Agreement, I have not relied on any representations or other statements that are not contained in this Agreement. I further agree that no oral agreements are binding on Producer unless reduced to writing and signed by a duly authorized officer of Producer. I represent and warrant that I have the full right, power and authority to grant the rights herein granted, that I am the owner and/or authorized representative of the Property, and that no one else’s permission is required for Producer to enjoy all of the rights granted herein. I agree not to make any commercial or any other use of the fact that the Property appeared in or may appear in the Program or other programs created by Producer or Companies. Without limiting anything herein, in no event shall I have the right to enjoin the development, production, distribution or other exploitation of the Footage, Program, Advertisements and/or Derivative Works. Producer may transfer and assign this Agreement and any of its rights or privileged hereunder to any entity or individual without restriction. This release shall be binding on all my successor-in-interest and heirs and may be executed by my original or electronic signature. Without regard to conflict of law provisions, this Agreement shall be governed by and construed in accordance with the laws of the state of New York. Except with respect to Producer’s right to injunctive relief for breaches of this Agreement, any dispute, claim or controversy arising from and/or concerning the performance or enforceability of this Agreement and/or concerning the respective rights of the parties hereto, or the determination of the scope of applicability of this Agreement to arbitrate, shall be resolved by mandatory, final, binding, and confidential arbitration taking place within the City and State of New York and pursuant to the streamlined arbitration rules and guidelines set forth by JAMS or its successor. In no way limiting the effect of the foregoing, any action, proceeding, or litigation concerning this Agreement or any portion thereof or the participation in the Program may only be brought in New York County, New York, and you hereby agree to the jurisdiction or venue of the Supreme Court of the State of New York located in New York County and the US District Court for the Southern District of New York and waive any objections thereto.
I UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, I WAIVE THE RIGHT TO SUE PRODUCER AND/OR COMPANIES IN A COURT OF LAW AND AM REQUIRED TO ASSERT ANY CLAIMS/GRIEVANCES IN ARBITRATION. I KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY OR COURT TRIAL AND FREELY CONSENT TO THE TERMS OF THIS AGREEMENT.