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CONSENT AND RELEASE (“RELEASE”)
By agreeing to this Release, I represent and warrant that I am the representative of the choir listed below (the “Choir”). For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), including, without limitation, the opportunity to participate in the 2013 How Sweet the Sound Contest (the “Contest”) and to have the Choir’s Video (as defined below) and performance considered in connection with the Contest, I, on behalf of myself and each member of the Choir that will participate in the Contest, agree as follows:
1. I hereby acknowledge that I have read the Official Rules for the Contest (the “Official Rules”), and I have made the Official Rules available to all members of the Choir. Each member of the Choir and I represent and warrant that we have abided by all terms of the Official Rules, and we agree that we will continue to do so throughout our participation in the Contest.
2. I hereby grant to Momentum Entertainment Group (“Momentum”), its agents, advertising, sponsors (including, without limitation, Verizon Corporate Services Group, Inc.), marketing and promotion agencies and any others working for Momentum or on its behalf, and their respective licensees, successors, and assigns (collectively, the “Permitted Parties”) the right (but not the obligation) to (a) film and/or photograph each member of the Choir and me; and (b) distribute, publish, exhibit, digitize, broadcast, display, reproduce, sell and otherwise use and exploit (i) the video (“Video”) that the Choir submits in connection with round 1 of the Contest; and (ii) the image, picture, likeness, performance, statements, voice, name and biographical information of each member of the Choir and of me (each, a “Persona”), and any material based thereon or derived therefrom, edited or altered as the Permitted Parties in their sole discretion so choose, together with any other material (whether fictional or non-fictional), in any manner, venue or media whatsoever (whether now known or hereafter devised) (including, without limitation, on all forms of television, print, radio, broadcast media, industrial and event usage, the internet and new media (e.g., podcasts, records, albums, iTunes (and similar formats), V CAST videos, etc.) and any other media whatsoever) anywhere in the world at any time for any purpose, including, without limitation, for purposes of advertising, trade, promotion and/or merchandising/sales in connection with the Permitted Parties, their products and services or the Contest (and any subsequent or similar programs and promotions).
3. If any use of any materials (the “Materials”) that incorporate the Video (or any portions thereof) or a Persona of any member of the Choir or of me should fall under the jurisdiction of any union or guild, then each such member of the Choir and I (as applicable) agree (a) to abide by the terms of the applicable union or guild agreement with respect to such use, and if requested by the Permitted Parties, to execute any applicable union or guild contracts; and (b) to accept the applicable minimum scale payments provided for in the applicable union or guild agreement with respect to such use.
4. Any contributions made by any members of the Choir or me in connection with the Materials shall be considered a work-made-for-hire for Momentum for copyright purposes, or if for any reason, held not to be a work-made-for-hire, I, on behalf of myself and each member of the Choir, hereby assign to Momentum all right, title and interest in and to the Materials.
5. I, on behalf of myself and each member of the Choir, represent and warrant that (a) I and the Choir have all necessary rights to submit the Video (including the song performed therein) and authorize Momentum to use the Video (including the song performed therein) as set forth herein and in the Official Rules, including, without limitation, all rights from all people who participated in the creation of the Video; (b) the song performed in the Video is one (and only one) song that does not include any medleys, mashups, “samples” or interpolations of any other songs; (c) the contents of the Video (other than a properly licensed song) are wholly original with me and the Choir and are not the subject of any actual or threatened litigation or claim; (d) the Video and the Choir’s performance in the Video does not contain any defamatory material and complies with the Official Rules, including, without limitation, Section 6 thereof; and (e) neither the Video (including, without limitation, the Choir’s performance of the song therein), nor the use and exploitation of the Video by the Permitted Parties, will infringe upon or violate the intellectual property rights or other rights of any other person or entity or any applicable laws.
6. Further, if the Choir advances to any round(s) of the Contest in which the Choir will perform live music, I, on behalf of myself and each member of the Choir, represent and warrant that the Choir’s performance in such round(s) (a) will be of one (and only one) song from the song list (“Song List”) for the Contest available at www.howsweetthesound.com (the “Website”); (b) will not include any medleys, mashups, “samples” or interpolations of any other songs; (c) will not change the basic melody or fundamental character of the assigned song from the Song List; (d) will not incorporate any altered/changed lyrics to such song; and (e) (and Momentum’s exploitation of such performance) will not violate or infringe upon the intellectual property rights or other rights of any third party or any applicable law, and will otherwise conform to the applicable provisions of the Official Rules.
7. I, on behalf of myself and each member of the Choir, represent and warrant that: (a) if the Choir has indicated it is entering the Contest as a “Religious Organization Choir” in the official entry form for the Contest, then (i) the Choir indeed has a meaningful and consistent relationship with the church, temple, mosque or other similar religious organization indicated on the entry form, (ii) the federal tax identification number indicated on the entry form is valid and accurate, (iii) the Choir has all necessary rights to use such federal tax identification number, and (iv) I and the Choir have otherwise complied with (and shall continue to comply with) Section 3(a) of the Official Rules; (b) if the Choir has indicated it is entering the Contest as a “Legal Entity Choir” in the official entry form for the Contest, then (i) the Choir indeed has formed a legal entity or is associated/affiliated with a for-profit legal entity that permits the Choir’s use of its name and federal identification number in connection with this Contest, (ii) the federal tax identification number indicated on the entry form is valid and accurate, (iii) the Choir has all necessary rights to use such federal tax identification number, and (iv) I and the Choir have otherwise complied with (and shall continue to comply with) Section 3(b) of the Official Rules; and (c) if, in the entry form, the Choir has indicated it is a “Non-Affiliated Choir,” then (i) I have the full authority and the permission of each member of the Choir to accept all cash prizes (if any) in my name, and (ii) I shall be solely responsible for all taxes, fees and expenses associated with this Contest and redemption of prizes (if any). Further, I, and each member of the Choir, understand and agree that (y) if the Choir has entered the Contest as a Religious Organization Choir, then all cash prizes (if any) will be payable to the Choir’s religious organization indicated in the official entry form; and (z) if the Choir has entered the Contest as a Legal Entity Choir, then all cash prizes (if any) will be payable to the Choir’s legal entity indicated in the official entry form.
8. Neither I nor any member of the Choir shall have any right of approval, nor any claim to compensation, nor any claim whatsoever (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use, blurring, alteration, distortion, illusionary effect, faulty reproduction, fictionalization, or use in any composite form of the Video, the Materials, or my Persona or the Persona of any member of the Choir. In addition, I, on behalf of myself and each member of the Choir, hereby waive the benefit of any provision of law known as droit moral or moral rights, or any similar or analogous law or decision in any country of the world.
9. I represent and warrant that (a) I am a legal resident of one of the forty-eight (48) continental United States or the District of Columbia (excluding Puerto Rico, Alaska, Hawaii, and other U.S. territories and possessions), (b) I am 21 years of age or older as of my Choir’s date of entry; (c) I have the full and exclusive right and authority to grant the rights granted hereunder on behalf of myself and each member of the Choir; (d) this Release does not in any way conflict with any existing commitment on my part or on the part of the Choir; (e) I have secured all third party consents necessary to enter into this Release, and (f) neither I nor any member of the Choir has authorized (which authority is still in effect), nor will I or any member of the Choir authorize or permit, the use of the Video or the use of my or any Choir member’s Persona in connection with the advertising or promotion of any product or services competitive to or incompatible with Momentum, its sponsors, or the Contest. Each member of the Choir and I hereby agree to indemnify the Permitted Parties and hold the Permitted Parties harmless from and against any and all third-party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements hereunder. Each member of the Choir and I agree that in no event shall we have the right to injunctive or other equitable relief or to enjoin the exercise of any of the rights granted hereunder or in connection with the Contest. This Release shall be governed by the laws of the State of New York applicable to contracts executed and fully performed therein.
10. I represent and warrant that I have the right to contract in my own name and in the name of every member of the Choir that will participate in the Contest or whose performance is embodied in the Video. In addition, I represent and warrant that if I am not the person who shot the Video, the person who shot the Video has granted to me all rights necessary to allow me to enter into this Release.
I agree that by clicking on the “I have read, understood and agreed to the terms of the Release,” checkbox, I agree to the terms of this Release.
If signing by hand, I confirm I agree to the terms of this Release and the following by checking the corresponding boxes and completing all required information below:
I represent and warrant that (a) I am a legal resident of one of the forty-eight (48) continental United States or the District of Columbia (excluding Puerto Rico, Alaska, Hawaii, and other U.S. territories and possessions) and (b) I am 21 years of age or older as of June 1, 2013.
I acknowledge that songs performed in the Video and any live performance will conform to all requirements of the Official Rules.
Yes, I agree to all terms of this Release.
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Signature of Choir Representative
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Name of Choir Representative (Please Print)
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Choir Name
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Name of Religious Organization or Legal Entity (if applicable)
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Address of Choir Representative
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Phone Number of Choir Representative
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Date