This appearance release (the "Release") is a legal contract between Ivy Tutors Network, Inc. ("Ivy") on the one hand, and the individual agreeing to the terms of this Release on behalf of her or himself ("you") and on behalf of each member of that person's family (including any individual under the age of majority and his, her or their caregiver(s)) (the foregoing, collectively with you, the "Family") who may, from time to time, appear in content captured by Ivy in its provision of services to a member of such Family on the other hand. For the sake of clarity, the term Family refers both jointly to all members of the Family and individually to each member of the Family, as applicable.
1. Grant of Rights
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Family hereby grants Ivy and its partners, designees, licensees, and assignees, the absolute and irrevocable right and permission (but not the obligation) to photograph, film, videotape, record, reproduce, portray and/or otherwise exploit the name, voice, persona, appearance, photograph, portrayal, image and/or actual likeness of the Family (collectively, the "Likeness") in and in connection with the provision of one or more of Ivy's online or in-person courses (collectively, its "Course"), and to use the results and proceeds thereof including, without limitation, all video and audio recordings, photographs and/or film (collectively "Recordings") produced by or on behalf of Ivy incorporating the Likeness or any portion thereof and any and all performances, stories, statements or actions made by the Family, whether written, spoken, sung, or otherwise uttered or expressed by the Family, information given by and/or materials provided by the Family, captured on any such Recordings (such results and proceeds shall be referred to collectively herein as the "Material") as follows:
a. Usage Rights
to use, exploit, incorporate, broadcast, exhibit, distribute, re-use, publish, re-publish, alter and/or edit (in Ivy's sole discretion) the Material and/or the Likeness in whole or in part, alone or in conjunction with other material in connection with the Course or any portion thereof and/or in any other production and/or any other project, in any and all media, in any and all forms and versions, now known and hereafter devised, throughout the universe and in perpetuity and in any ancillary exploitation thereof, including, without limitation, in connection with promotion, publicity and advertising of and for Ivy and/or any Course. Notwithstanding anything to the contrary in this Release, the Family agrees that Ivy has no obligation to capture any Material or portion of the Likeness and, if it does, it has no obligation to use the Material and/or the Likeness or any portion thereof, nor to distribute or otherwise exploit the Course, and that if used, the Family understands that the Likeness need not be recognizable. All creative decisions regarding the use of the Likeness shall be at the sole discretion of Ivy. The Family shall have no rights of review or approval regarding the Course or the exercise of the granted rights and Ivy shall have the right to edit or delete the Material and/or the Likeness, juxtapose any part of the Material with any other materials, change the sequence of events, and make any other changes in the Materials as Ivy chooses in Ivy's sole discretion; and
b. Copyright Ownership
to copyright the Material in Ivy's own name or in any other name (any contribution by the Family to the Material shall be considered a "work made for hire"). The Family understands that all rights in and to the Material, including the sounds and images contained therein, shall be Ivy's sole and absolute property. The Family also understands and agrees that its appearance in the Course is not, and will not be deemed, employment or an engagement to perform any services and there will be no payment due in connection with the use of the Material. Notwithstanding the foregoing, in the event and to the extent the Material or any portion thereof is determined or deemed not to be a "work made for hire" for any reason, such will not affect the rights granted in Paragraph 1(a) above, and the Family hereby assigns all of its rights (including, copyright) in and to the Material and any portion thereof to Ivy, in perpetuity and without reservation.
2. Representations and Release
The Family represents and warrants that it has the right to grant Ivy all of the rights set forth above without obtaining the permission of, or making any payments to, any third party or entity. The Family confirms that, to the best of its knowledge, any statements made by the Family in the Material will be true and will not violate or infringe upon any third party's rights. The Family hereby releases Ivy, its licensees and assigns and each of their respective partners, officers, directors, shareholders and employees (collectively, the "Released Parties") from, and covenant not to sue (or to assist any other person in suing) the Released Parties for, any claim or cause of action, whether known or unknown, for libel, slander, defamation, invasion of right of privacy, publicity or personality, intentional or negligent infliction of emotional distress, breach of any verbal, written or implied contract, tortious or wrongful interference with any of contracts or business, or any other claim or cause of action (whether based on the common law or federal or state statute), based upon or relating to the use of the Material or the exercise of any of the rights referred to herein or otherwise arising in connection with the Course. The Family (and/or I, for the sake of clarity) agree to indemnify and hold harmless the Released Parties, from and against any liabilities, losses, claims, demands, costs (including without limitation all attorneys' fees and costs) and expenses arising from or in connection with any breach or alleged breach by the Family of any of the above representations, warranties, obligations or agreements hereunder. The Family hereby waives any moral rights or "droits moral" rights it may have in the Material and/or the Likeness, and any right of inspection or approval of the appearance by the Family or the uses to which such appearance may be put.
3. Additional Usage Rights
Without limiting the foregoing in any way, the rights granted herein include the right to use excerpts or stills from the Course which may contain the Likeness (or portions thereof) in any other internet production or recording. The Family further irrevocably agrees that Ivy may use the Likeness (or portions thereof) for any purpose whatsoever, including advertising, publicity, marketing, promotional and commercial tie-in purposes in connection with the Course and/or any other works based upon the Course, including without limitation all allied ancillary and subsidiary rights therein and thereto.
4. Limitation of Remedies and Governing Law
The Family acknowledges and agrees that, in the event of any breach by Ivy or any third party, or any other act or omission giving rise to liability, the damage, if any, caused thereby will not be irreparable or otherwise sufficient to entitle the Family to seek or obtain injunctive or other equitable relief. The Family's rights and remedies in such event will be strictly limited to the right, if any, to seek recovery of compensatory (but not punitive or consequential) damages in an action at law, and the Family will have neither (a) the right to rescind or terminate this Release or any of Ivy's rights hereunder; nor (b) the right to enjoin the production, exhibition, or other exploitation of the Course or any subsidiary or allied rights with respect thereto. The Family further agrees that this Release shall be construed by and governed in accordance with the laws of the State of New York and that, with respect to any dispute arising from this Release, sole and exclusive jurisdiction and venue (subject to the arbitration provisions below) shall lie with the state and federal courts located in the County of New York, State of New York. Ivy may freely assign any or all of its rights and obligations hereunder as it deems appropriate. This Release constitutes our entire understanding and agreement with respect to the subject matter hereof and cannot be amended except by a written instrument signed by the parties hereto. This Release will inure to the benefit of and will be binding upon our respective affiliates, successors, licensees, assigns, heirs, executors, and representatives.
5. Arbitration
The Family agrees that any and all disputes or controversies arising under this Release or with respect to any of its terms, any effort by any party to enforce, interpret, construe, rescind, terminate or annul this Release, or any provision thereof, and any and all disputes or controversies relating to the Family's appearance or participation in the Course, shall be resolved by binding arbitration in accordance with the following procedure: either (i) the parties shall mutually select a sole neutral arbitrator, who shall be a retired judge of a state or federal court, or (ii) if we cannot agree on such arbitrator, the parties shall each select one neutral arbitrator, who shall both be retired judges of state or federal courts and those two arbitrators shall then select a third neutral arbitrator, who shall be a retired judge of a state or federal court. All arbitration proceedings shall be conducted under the auspices of the American Arbitration Association ("AAA"), under its Commercial Arbitration Rules, through its New York, New York office. The parties agree that the arbitrator's ruling, or arbitrators' ruling, as applicable, in the arbitration shall be final and binding and not subject to appeal or challenge. The Family further agrees that the arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties' attorneys and their staff, and any experts retained by the parties. Notwithstanding the foregoing, nothing in this paragraph or in the applicable rules of the AAA shall prevent Ivy, its licensees or assignees from seeking equitable and/or injunctive relief outside of arbitration, without the requirement of posting any bond, pending the arbitrator's final decision.
6. Authority and Age Requirements
You represent and warrant: (a) that you are at least eighteen (18) years of age and are the age of majority in the state in which you reside, and that you have the full, complete and unrestricted right and authority to enter into this Release and grant the rights herein; and (b) where this Release covers any other member of the Family, including without limitation any minor under the age of eighteen years of age, that you have the full, complete and unrestricted right and authority to enter into this Release and grant the rights you grant herein on behalf of said member of the Family. You acknowledge that Ivy will rely on this permission, potentially at substantial cost to Ivy, and you hereby agree on your behalf and on behalf of the Family not to assert any claim of any nature whatsoever against anyone relating to the exercise of the permissions granted hereunder.
Contact Information
If you have any questions about this Release or otherwise need to contact us for any reason, you can reach us at release@ivytutorsnetwork.com