1. I understand that Ross Tyler Media LLC ("Producer") is producing the live dating and comedy show entitled "UpDating" ("Program"), and that Producer would like for me to voluntarily participate in the production of the Program and engage in all activities associated with my participation in the Program, including without limitation activities such as dating in front of a live audience that may be hazardous or damaging ("Activity"). In connection with my participation in the Activity, I hereby grant to Producer and any third party given permission by Producer the right to take motion and still pictures of me and record my voice and any sounds made by me, and to obtain other information about me, including but not limited to my name, likeness, photograph, voice, dialogue, sounds, biographical information, social media posts, blogs/vlogs, personal characteristics and other personal identification ("Footage and Materials"), and to use the Footage and Materials in and in connection with the development, production, distribution and exploitation of the Program and any other production, and in the advertisements, merchandising, publicity, and promotions for the Program, any other production and for any entity that may sponsor, advertise in or exhibit in any manner the Program, the Footage and Materials, or any other production ("Advertisements"). The Footage and Materials, the Program, and the Advertisements may be exploited throughout the universe at any time, in perpetuity, in any and all media, now known and hereafter devised, without any monetary compensation to me whatsoever. The rights granted herein shall also include the right to edit, delete, dub and fictionalize the Footage and Materials, the Program, and the Advertisements as Producer sees fit in Producer's sole discretion. I further understand and agree that third parties, including without limitation, news sources, may take motion and still pictures of me and record my voice and any sounds made by me, or otherwise use the Footage and Materials, the Program, and the Advertisements and my likeness as they see fit. Producer bears no responsibility for such third party use.
2. I agree to participate in connection with the production of the Program and related materials as and to the extent requested by Producer on such dates and at such locations as Producer shall designate in its sole discretion, and which dates and locations Producer may change in its sole discretion. The Footage and Materials shall also include any and all material that I may create, write, provide or contribute to in connection with the Program at any time, including, without limitation, personal journals, photographs, webisodes, vlogs, blogs, video diaries, social media posts, emails, text/picture messages, and promotional/advertising spots for the Program, the exhibitor of the Program, its advertisers and sponsors, news sources and any of their respective products and services. Producer shall be the sole and exclusive owner of all rights (including without limitation all copyrights) in and to the Footage and Materials. Any and all such Footage and Materials shall be deemed "works made for hire" specially ordered as part of a motion picture or other audio-visual work, and I waive the exercise of any "moral rights," "droit moral," and any analogous rights, however denominated, in any jurisdiction of the world. To the extent I retain any interest in the Footage and Materials, I hereby grant and assign to Producer all rights of any nature in and to all such Footage and Materials. Furthermore, the rights granted to Producer include any so-called "rental and lending" or similar rights and any and all allied, ancillary and subsidiary rights (including, without limitation, remake, sequel, theatrical, digital, television, radio, publishing, merchandising, soundtrack album and other similar rights) for any purpose, by and in any media whether now known or hereafter devised, throughout the universe, in perpetuity, as part of the Program or otherwise.
3. Producer has no obligation to me whatsoever. Without in any way limiting the foregoing, I acknowledge and agree that Producer is under no obligation to select me to participate in the Activity or to include the Activity or the Footage and Materials in the Program. If Producer deems necessary, I agree to negotiate in good faith additional waivers and release agreements, as requested by Producer or Network (as defined below) or any news source, or any of their licensees, successors or assigns.
4. I represent and warrant the following: (a) I am over eighteen (18) years of age, in good health and have no medical, physical, or emotional condition that might interfere with my engaging in the Activity; (b) I am not a registered sex offender and have not been accused, indicted or convicted of any crime or committed any act of moral turpitude; (c) I will not be under the influence of any medication or drugs that might impair my physical or mental ability to engage in the Activity or that might impair my judgment while engaging in the Activity; (d) I am not currently, and during one (1) year from today do not intend to be, a candidate for any public office; (e) I have all necessary licenses, permits and other consents (if any) required to participate in the Activity and/or the Program; (f) my appearance in the Program is not a performance and is not employment and is not subject to any union or guild collective bargaining agreement, and does not entitle me to wages, salary, corporate benefits, unemployment or workers' compensation benefits, or other compensation under any such collective bargaining agreement or otherwise; (g) I will follow and obey all local, city, state and federal laws in connection with my participation in the Program, and any and all rules made by Producer, Producer's venues or any third party appointed by Producer in connection with the Activity; (h) that I will not, nor will I assist, partner with, permit, or otherwise encourage others to, use, copy, distribute or otherwise exploit the Program and any elements thereof (including without limitation, the concept, look and feel, and format), in whole or in part, for any purpose, in any medium, throughout the world, in perpetuity; and (i) that I will not create any compete with Producer's business, or create any materials or programs which are substantially or confusing similar to the Program or Activity or any elements thereof. Without in any way limiting the foregoing, I will not stalk, abuse, harass, threaten, intimidate, assault, rape, injure or damage any person or property and shall refrain from use of violence and other inappropriate behavior at all times. I hereby agree that, in the event of a breach of threatened breach of my obligations under this Section, Producer will be entitled, in addition to any other remedies available to it at law or in equity, to (i) liquidated damages in the amount of five hundred thousand dollars ($500,000) and (ii) injunctive relief, without any requirement to demonstrate irreparable harm or post a bond.
5. I understand that it may be a federal offense, unless disclosed to Producer prior to the exhibition of the Program, if any, to do any of the following: (a) give or agree to give any member of the production staff and anyone associated in any manner with the Program or any representative of Producer any portion of my compensation or anything else of value to arrange my appearance in the Program or the Advertisements; or (b) accept or agree to accept anything of value to promote any product, service or venture on the air or to use any prepared material containing such a promotion. I represent and warrant that I gave nothing of value nor did I agree to give anything of value to anyone so I could be in the Program or the Advertisements.
6. I understand that I will not be paid for participating in the Activity, for appearing in the Program, in the Advertisements, and in the Footage and Materials or any news coverage of the same, for giving Producer the rights listed in this Agreement, or for Producer's exercise of any and all of the rights listed in this Agreement. I hereby waive any and all rights I may have to any compensation whatsoever. I acknowledge and agree that a significant element of the consideration I am receiving under this Agreement is the opportunity for publicity that I will receive if Producer includes the Footage and Materials in the Program or in the Advertisements. I acknowledge that I am a volunteer and that I shall not be deemed to be an employee of Producer.
7. I understand that in and in connection with the Program, I may reveal or relate, and other parties may reveal or relate information about me of a personal, private, surprising, defamatory, disparaging, embarrassing or unfavorable nature, and that my actions and the actions of others participating in the Program may be embarrassing or of an otherwise unfavorable nature. I further understand that my appearance, depiction, and portrayal in and in connection with the Program or otherwise may expose me to public ridicule, humiliation or condemnation, and may portray me in a false light.
8. I understand that subsequent to the Program, it is my choice whether or not to continue any interaction, dating or relationship which arises out of the Program, and that any such interaction, dating and/or relationship bears inherent risks, including without limitation the risk of emotional or physical harm. I agree to use my discretion as to whether to continue any interaction, dating or relationship, and agree that such activity is solely and entirely at my own risk.
9. I shall keep in strictest confidence and shall not disclose to any other participant or other third party at any time any information or materials of any kind that I read, hear or otherwise acquire or learn in connection with or as a result of my participation on the Program (collectively, the "Confidential Information"). My obligations with respect to confidentiality as set forth in this paragraph shall continue in perpetuity or until terminated by Network in writing.
10. I agree not to make any commercial or any other use of the fact that I appeared in the Program or that Producer used the Footage and Materials in the Program.
11. In the event of a breach or default of this Release by Producer, I agree that my sole remedy shall be the right to seek money damages incurred as a result of such breach or default, if any. In no event shall Producer be liable for consequential, exemplary or punitive damages, or lost or anticipated profits.
12. RELEASE, AGREEMENT NOT TO SUE AND INDEMNITY. I understand that my participation in the Activity is at my own risk. To the maximum extent permitted by law, I, for myself and on behalf of my heirs, executors, agents, successors or assigns, hereby release, hold harmless, and forever discharge Producer, Network, and any distributor or network that exhibits the Program, and each of their respective officers, directors, principals, executives, on-air talent, agents, contractors, partners, shareholders, representatives and employees ("Released Parties"), from any and all claims, actions, damages, losses, liabilities, costs, expenses, injuries or causes of action whatsoever that in any way are caused by, arise out of or result from this Agreement or my participation in the Activity.
13. To the maximum extent permitted by law, I waive any and all rights I may have under Section 1542 of the Civil Code of California, and every like provision in any foreign jurisdiction.
14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules on conflict of laws. The parties agree any disputes arising under this Agreement shall be resolved by binding arbitration in New York, New York pursuant to the JAMS Arbitration Rules and Procedures.
15. As used herein, "Producer" shall include Producer, its licensees, successors and assigns, and each of their respective parents, subsidiaries, and affiliates. I agree that Producer may license, assign, and otherwise transfer this Agreement and all rights granted by me to Producer under this Agreement to any person or entity.
16. This is the complete and binding agreement between Producer and me, and it supersedes all prior understandings and communications, both oral and written, with respect to its subject matter. This Agreement cannot be terminated, rescinded or amended, except by a written agreement signed by both Producer and me.