Media Release Agreement and Content Upload Terms
This Media Release Agreement and Content Upload Terms (this "Agreement") is entered into as of the date on which Participant (defined below) uploads the Content (also defined below), by and between Heart of Praise LLC, an Oregon limited liability company (the "Company"), and the undersigned individual ("Participant"), pursuant to which Participant is submitting a reaction video to certain purchased content, to the Company.
1. Program Overview
Upon Participant's purchase of a song or related materials available for purchase from the Company, Participant may submit a reaction video to such purchased song or product (such reaction video, the "Content") via upload on the Company's website, for the Company's review. In order to be eligible to receive the Gift Card (defined below), a Participant's Content must comply in all respects with the Submission Guidelines attached hereto and incorporated herein by this reference as Exhibit A (the "Submission Guidelines"). The Company shall review the Content and shall determine, in its sole discretion, whether the Content complies with the Submission Guidelines and further, whether to award Participant with a Fifty Dollar ($50.00) Amazon.com electronic Gift Card (e-Gift Card) or local Amazon region, if applicable (the "Gift Card"). If the Company decides to award Participant with a Gift Card, the Gift Card shall be sent to Participant via email by the Company within thirty (30) days of Company's internal "approval" of the Content. There shall be a limit of one (1) Gift Card per Participant and household, unless otherwise agreed to by the Company in writing (e.g., if multiple members of a household submit Content, either separately or within the same video, only one such Participant may be issued a Gift Card; or, if Participant submits multiple videos of Content, Participant may only be eligible for one Gift Card). The foregoing submission of content and potential award of the Gift Card shall be collectively referred to herein as the "Program".
2. No Guarantee of Gift Card or Program
Participant hereby acknowledges and agrees that (i) Participant's submission of Content hereunder does not guarantee that Participant will receive a Gift Card or other incentive in exchange for submission of such Content, and (ii) award of the Gift Card is not in any event guaranteed, regardless of whether the Content conforms to the Submission Guidelines. Gift Cards shall be issued only for Content that the Company determines, in its sole discretion, satisfy the Submission Guidelines and which the Company desires to reward. Participant further agrees that the Company shall not be responsible for any lost, deleted, or misdirected Content or emails containing the Gift Card, or for any issues with Amazon.com's systems that may result in lost, deleted or misdirected Gift Cards. Participant further acknowledges and agrees that the Company shall have the right to modify, suspend, terminate, pause or otherwise change the Program at any time, in its sole discretion.
3. Grant of License to Company
By submitting the Content to the Company, Participant hereby irrevocably grants to the Company and its parents, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, licensees, successors, assigns, and representatives ("Affiliates"), a worldwide, perpetual, fully transferable, sublicensable, royalty-free, fully paid-up license and permission to use, reproduce, distribute, publicly display, publicly perform, transmit, broadcast, exhibit, stream, synchronize, digitize, index, store, archive, edit, adapt, modify, crop, cut, rearrange, combine, dub, translate, create derivative works from, and otherwise exploit or permit others to use, in whole or in part, the Content and all elements thereof, together with Participant's name, image, likeness, appearance, voice, persona, biographical information, statements, performance, location, and any other indicia of identity furnished by Participant via submission of the Content (the "Likeness and Materials"), in any and all media now known or hereafter developed, including, without limitation, internet streaming and downloading, websites, mobile applications (apps), social media, paid advertisements, emails, digital transmission or delivery methods, internal or external presentations, exhibitions, print mediums, in-person events, audiovisual works, and promotional and commercial materials of any kind, for any lawful purpose, including for the purposes of marketing, advertising, publicity, trade, and internal uses, without further consent from or any royalty, payment, or other compensation to Participant (the "License"). For the avoidance of doubt, the License shall be granted to the Company by Participant's submission of the Content, regardless of whether Participant is awarded a Gift Card. As part of the License, the Company may use and distribute Participant's first name and general location in connection with the Content (e.g., "Seth, Portland"). Participant expressly acknowledges, agrees, and understands that the Company may use the Content and the Likeness and Materials in Company's marketing materials, including on the Company's website, advertisements, social media channels, email, and other public distribution or broadcast methods, and for any other purposes set forth herein. By submitting the Content and granting the License, Participant consents to the Company's use of the Content and the Likeness and Materials for all such marketing and other purposes.
4. No Right to Review or Additional Compensation
By submitting the Content to the Company, Participant hereby (i) waives any right to inspect, approve, or receive notice of any use, adaptation, modification, or other exploitation of the Content or the Likeness and Materials by the Company or its Affiliates, including any written copy or other materials that may be used in connection therewith, before they are used by the Company or its Affiliates, or at any other time, (ii) acknowledges and agrees that the Company and its Affiliates have no liability to Participant for any editing or alteration of the Content or for any distortion or other effects that may occur or be produced in connection with the use of such Content or Likeness and Materials, or the processing, editing, alteration, transmission, display, publication or other use thereof, and (iii) further acknowledges and agrees that Participant is not entitled to any payments, royalties or other consideration for the Company's use of the Content or the Likeness and Materials, beyond the Gift Card described above (if issued in the Company's sole discretion).
5. No Obligation to Use; Requests for Cessation of Future Use
The Company has no obligation to use the Content or to exercise the rights granted under this Agreement. The Company shall be entitled to stop using the Content or the Likeness and Materials at any time, in its sole discretion, but shall retain the License thereto. Participant may request that the Company stop using the Content or the Likeness and Materials in new marketing campaigns by emailing support@heartofpraise.co with such written request, and the Company shall use commercially reasonable efforts to honor such request for future uses. Notwithstanding the foregoing, such request shall not restrict or alter any prior or current uses of the Content or the Likeness and Materials by the Company, nor shall it apply to commitments made by the Company with respect to the Content or the Likeness and Materials prior to receipt of such request.
6. Ownership
As between the parties hereto, Participant shall retain ownership of the Content subject to the License granted to the Company herein. The Company shall be the exclusive owner of and retain all rights in and to any and all materials created by or for the Company that incorporate, use, exploit, or are derived from the Content in any way.
7. Waiver of Rights and Release of Claims; Indemnification
To the fullest extent permitted by law, Participant, on behalf of Participant and Participant's heirs, executors, administrators, successors and assigns, hereby irrevocably waives, releases and forever discharges Company and its Affiliates from any and all claims, demands, causes of action, damages, liabilities, costs and expenses of any kind or nature, whether known or unknown, suspected or unsuspected, in law or in equity, arising directly or indirectly out of or relating to the Company or its Affiliates' use of the Content or the Likeness and Materials or the Company or its Affiliates' exercise of rights under this Agreement, including without limitation, claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, emotional distress, attribution, any claims relating to editing, alteration, or distortion, any claims for compensation or damages other than as expressly set forth herein, 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 (the "Claims"). Participant forever releases and discharges the Company and its Affiliates from liability under all such Claims. Participant shall defend, indemnify, and hold harmless the Company and its Affiliates from and against any and all such Claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) any breach or alleged breach of Participant's representations, warranties, or obligations under this Agreement, or (ii) the Content or the Likeness and Materials, including, without limitation, any claim that the Content or the Likeness and Materials, or the Company or its Affiliates' use thereof, violates any law or third-party right.
8. Moral Rights Waiver
To the maximum extent permitted by applicable law, Participant irrevocably waives and agrees not to assert any and all moral rights, droit moral rights, rights of integrity, or similar rights in and to the Content and any derivative works thereof, including any right to claim authorship or to object to derogatory treatment.
9. Participant Representations and Warranties
By submitting the Content, Participant hereby represents and warrants to the Company that Participant is at least 18 years of age and Participant has full right, power, and authority to enter into this Agreement and to grant the rights and License granted hereunder. Participant further represents and warrants that (i) Participant is the individual appearing, shown, and/or heard in the submitted Content, (ii) Participant resides in a jurisdiction in which the contemplated promotional incentive, the Gift Card, is permitted and may be used by Participant, and (iii) all statements and claims made by Participant in the Content are truthful to Participant's knowledge and reflect Participant's honest opinions, experiences, and reactions. Participant further represents and warrants to the Company that the Content and the Likeness and Materials, and the Company or its Affiliates' exercise thereof as permitted hereunder, do not and will not violate any laws and do not infringe, misappropriate or violate any rights of any third party, including, without limitation, intellectual property, privacy or publicity rights. Participant further represents and warrants that the Content does not include third-party copyrighted or trademarked material, including, without limitation, music, clips, logos, or other protected material, unless Participant has obtained all necessary licenses and permissions to use and reproduce such material. If the Content includes multiple persons, such other persons appearing, heard, or aiding in the creation of the Content in any manner have consented to be filmed and have agreed to the terms and conditions of this Agreement. Participant further represents and warrants that the Content does not contain any illegal, hateful, or harmful content, language, symbols, or related material that is illegal or would reasonably be considered to be hateful, disparaging or harmful to others.
10. Privacy; Personal Data
The Company may collect, process, store, and use personal data of Participant provided to the Company in connection with the Content, and Participant consents to such collection, processing, storage and use, as reasonably necessary for the Company to administer the Program and to exercise the rights granted herein, including for communications and marketing, in accordance with Company's privacy policy at https://heartofpraise.co/privacy.
11. Term; Termination
This Agreement is effective as of the date of Participant's submission of Content to the Company, and, except as otherwise provided herein, shall continue in perpetuity with respect to the rights and License granted herein. The Company may terminate this Agreement or the Program at any time. Sections 3 through 7 shall survive any termination of this Agreement.
12. Governing Law
This Agreement shall be governed by the laws of the State of Oregon, without regard to its conflict of laws principles. Participant consents to the exclusive jurisdiction and venue of the state and federal courts located in Washington County, Oregon for any dispute arising out of or relating to this Agreement.
13. Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
14. Entire Agreement; Amendment
This Agreement constitutes the sole and entire agreement of the parties to this Agreement regarding the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification shall be binding unless in a writing signed by both parties.
15. Assignment; Binding Effect
The Company may assign this Agreement and its rights and obligations hereunder, in whole or in part, to any party. Participant may not assign this Agreement without Company's prior written consent. Any purported assignment in violation of the foregoing shall be deemed null and void. This Agreement will be binding on and will inure to the benefit of the Company, Participant, and each of their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
16. Independent Relationship
Nothing herein creates or shall be deemed to create any employment, partnership, joint venture, or agency relationship between Participant and the Company.
17. Notices
All notices to the Company shall be sent to hello@heartofpraise.co and shall be deemed given when received. Notices to Participant may be sent to the email address provided with Participant's submission of the Content.
18. Acknowledgement
THIS AGREEMENT PROVIDES THE COMPANY WITH PARTICIPANT'S ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING THE COMPANY TO PUBLICIZE, COMMERCIALLY EXPLOIT, AND OTHERWISE USE PARTICIPANT'S "CONTENT" AND "LIKENESS AND MATERIALS" AS SET OUT ABOVE. BY SIGNING, PARTICIPANT ACKNOWLEDGES THAT PARTICIPANT HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT, THAT PARTICIPANT IS GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY, AND THAT THIS AGREEMENT, LICENSE, AND ACKNOWLEDGEMENT IS IRREVOCABLE.