Last Call Trivia – Terms & Conditions:
In consideration of one or more of the following, such as the time and resources Last Call Productions (hereinafter, “you’) expend in evaluating the Question (as defined below) submitted to you which I (hereinafter “I” or “me” will include references to “we” or “us”) have written for possible inclusion in a Last Call Productions Show, my desire to gain exposure for myself and/or the Question, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, I irrevocably grant to you, your affiliates, licensees, successors and assignees (collectively, “you,” “your”) sole and exclusive ownership of all right, title and interest in and to the Question, including without limitation, all copyright and other intellectual property rights therein or thereto, as well as all original material(s) created by me which is (are) incorporated therein, including without limitation, all of my Personal Rights (as defined below) contained therein (the “Question”).
Without limitation as to the foregoing grant of rights, my grant to you also includes the exclusive right, license and permission to freely utilize and exploit the Question and/or any portion(s) thereof in any manner. In addition I grant to you the right to use my name in and in connection with the Question and/or the Shows (as “Shows” is defined below) (collectively, the “Personal Rights”). My grant to you includes the use of my Personal Rights and any use you may make of the Question, including without limitation, any use of the Question in and/or in connection with any version of any Last Call Productions Show, and/or any other program(s), format(s) production(s), commercials and commercial-tie-ins, product endorsements, product merchandising and/or merchandising of any kind, whether or not related to Last Call Productions, and also includes, without limitation, the right to use the Question and the Personal Rights to publicize, advertise and promote any and all of the Shows and/or any venue where Last Call Shows are performed or other applicable exhibitor’s respective products or services (collectively the “Show(s)”) in any and all media, whether now known or hereafter devised (including, without limitation, all forms of home video (including but not limited to videocassettes, DVDs, digital recordings or transmissions, etc.); theatrical motion pictures; compilations; printed media; the Internet, websites and any and all digitized versions (including without limitation, any sponsored or commercial use in connection with online banner, “preroll,” “postroll,” and/or targeted advertising, graphic overlays and watermarking (and any other modifications or edits to the Question itself); digital and electronic devices) [including but not limited to gaming devices, entertainment stations and handheld devices] (such as Nintendo, Playstations, Gameboys, XBox, DS, PSP, and cell phones); all new media and future technologies; and all forms of television, e.g., free, pay, pay-per-view, cable, satellite or otherwise) throughout the universe in perpetuity and in any and all advertising, publicity and promotion relating to any of the foregoing (all of the foregoing, collectively, “Commercial Rights”). I also understand and agree that you may sell, assign or license your rights hereunder (in whole or in part) to any third party in your sole discretion and without providing any further consideration to me.
I understand, acknowledge and agree that I will not receive any prize or other compensation pursuant to this agreement whether or not the Question or any portion thereof, are included in any Show(s) or otherwise utilized, or the Personal or the Commercial Rights are in any way exploited, or not used at all. I also agree that in
the event you receive any inquiry from a government agency or process from a court with jurisdiction over you in regard to the Question, its contents, any prize awarded in connection with the Question and/or the submission of the Question, you may supply a copy of the Question and any information regarding the Question and its submission in response to such inquiry or process. Further, I agree that the Question may be cut, edited, modified, added to, subtracted from, arranged, rearranged, shortened and revised for any reasons and in any manner which you may in your sole discretion determine (including without limitation for reasons of content, presentation and time) and may adapt and modify the Question and/or any use of the Personal Rights or any portion or element of the foregoing and combine it with other materials in any Show(s). I hereby expressly waive any so-called “moral rights,” “droit morale” and any similar rights, laws and legal benefits or principles that may now or may hereafter be recognized.
I hereby release, discharge and hold harmless you, your affiliates, employees, officers, principals, directors, your licensees, successors and assignees, the Show(s)’ Hosts, venues, their respective parents, subsidiaries, employees, officers, directors, affiliated entities and any representatives of the foregoing and all other person(s) or entity(ies) (the “Releasees”) from and against any and all claims whether at law or in equity that I may have at any time (whether or not I am aware of any such claim[s]), including without limitation claims for injunctive relief, breach of contract, infliction of emotional distress, defamation, false light, common law or statutory misappropriation, invasion or other violations of any actual or purported right of privacy and/or publicity, and claims under equivalent federal or state laws arising from the submission of the Question to you and the exploitation of any or all of the rights granted to you hereunder, including without limitation, the Commercial Rights and the Personal Rights (collectively, the “Released Claims”). The Released Claims shall include, without limitation, any claim relating to, arising from or in connection with: (i) any use, exploitation or exercise of any right(s) granted hereunder, (ii) in connection with/or arising from any contest and/or sweepstakes involving all or any part of the Question and/or the Personal or Commercial Rights, and the operation and/or procedures implemented in connection with any such contest and/or sweepstakes, including without limitation, the contest rules, voting procedures, contestant and voter eligibility, determinations of the judges, audiences and/or the producers, the selection of winners, the awarding of any prize, the determination of any disqualification, any disparate exposure of the Question competing for any award, prize or recognition, and any and all other matters in connection with any contest or sweepstakes; (iii) the public dissemination and/or distribution of the Question, including without limitation, any claim resulting from piracy or other unauthorized distribution, duplication or use of the Question by third parties; (iv) the loss of the Question and/or the failure of the Question to be properly or timely used by Last Call Productions in public for any reason, including but not limited to, technical difficulties, equipment failures, inadequate capacity, system overload, excess traffic, human error or malicious actions or for any other reason whatsoever, and/or (v) in connection with any claims arising from and/or related to the negotiation or execution of this agreement, including but not limited to, any claims based upon allegations of duress or the like.
I understand that nothing shall require you to include my name or the Question in any Show and that all such matters are within your sole discretion. I acknowledge that, in the event of a breach of this agreement by you or any third party, the damage, if any, caused me thereby will not be irreparable or otherwise sufficient to entitle me to seek or obtain injunctive or other equitable relief. I acknowledge that my rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law, and I will not have the right to enjoin the production, exhibition, distribution or any other exploitation of the Show, the Question or any allied rights granted herein with respect thereto, nor to revoke any of the rights granted to you herein.
I represent and warrant that I am the sole author and owner of the Question, and that the Question is not protected by any state or federal copyright, trademark or other intellectual property laws. I agree that these Terms and Conditions will be governed by and construed under and in accordance with the laws of the Ohio applicable to agreements entered into and to be wholly performed in the State of Ohio. I hereby consent and agree to the exclusive jurisdiction and venue of the federal and state courts of the State of Ohio located in the County of Hamilton, in connection with any lawsuit, action or proceeding arising out of or related to this agreement, the use of the Question and/or to any rights granted hereunder.
I understand and agree that you may assign your rights hereunder in whole or in part to any person, firm or corporation, and such rights may be assigned again by any assignee thereof. I understand and agree that I may not grant or purport to grant to any third party the rights granted to you under this Release. This agreement constitutes the entire understanding between you and me, and supersedes all prior negotiations, understandings and agreements, whether written or oral, pertaining hereto and cannot be modified except by a writing signed by you and me. Any waiver of any term of this agreement in a particular instance shall not be a waiver of such term for the future. In the event that any paragraph or provision is deleted from this agreement, is determined to be ineffective or is limited in any manner for any reason, such deletion, determination and/or limitation shall have no effect upon the other remaining terms and conditions of this agreement, all of which other terms and conditions shall remain in full force and effect.