For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and in conjunction with this Model Release and Consent Agreement (“Release Agreement”):
1. I, the undersigned, hereby grant and convey to Sunny Distributor, Inc. dba Sunny Health & Fitness (“Company”), and parties designated by Company, including, without limitation, its clients, licensees, purchasers, agencies, and periodicals, the exclusive, irrevocable, perpetual, non-royalty bearing and unrestricted right and permission, throughout the world, to purchase, own, assign, license, sub-license, transfer, sell, distribute, copyright, use, reuse, adapt, publish, republish, exhibit, display, promote, exploit, produce and reproduce, print and reprint, incorporate or combine, or to authorize others to do any of the foregoing, in any and all media now existing or hereafter developed, and in any and all forms or formats of distribution, still or moving pictures of me, or artwork depicting me, my name and/or likeness, in whole or in part, whenever created (the “Images), and regardless of whether such Images are used in part or in whole, alone or in conjunction with such Images. Such use may be for any commercial or non-commercial purposes whatever including, without limitation, those of illustration, art, display, exhibition, advertising, promotion, trade, solicitation, editorial, and/or those of promoting or advertising the Company or its products, upon catalogs, point-of-purchase materials or other uses directed towards sales of Company’s products, or for use on or in conjunction with Company’s products, and I hereby consent to such use, in any form or manner in connection with the foregoing, at the sole and absolute direction of Company.
2. Any actual or suggested improvements, enhancements, designs, modifications, sketches, drawings, models, castings molds, sculptures and parts thereof or other work (collectively, “Work”) made, written, drawn, sculpted, or created by me in conjunction with the Images shall be deemed a “work-made-for-hire” of the Company within the meaning of the United States Copyright Act and shall be owned in its entirety exclusively by the Company. To the extent any such Work is not deemed to be a work-made-for-hire for the Company, I hereby assign to the Company, without further consideration, all copyrights, trademarks and other proprietary rights in such Work. I further agree to execute any additional documents necessary to effectuate and confirm the Company’s sole and exclusive ownership of all copyrights, trademarks and other proprietary rights in and to such Work.
3. I hereby waive any right to inspect or approve any such use of any of the Images, and/or any copy, printed or broadcast matter that may be used in conjunction therewith, and further waive any claim that I may at any time have to the eventual use to which same may be applied. Additionally, I hereby warrant, transfer, sell and assign all right, title and interest to the Images to Company.
4. I hereby release, discharge and agree to hold harmless Company, and any person or entity acting on its behalf or under its authority, including, without limitation, any firm publishing and/or distributing the Images in part or in whole, and any of Company’s customers, from and against any liability as a direct or indirect result of the taking, processing, creation, reproduction, publication and/or distribution of the Images, and/or as a result of the commercial or artistic use of the Images even though the Images may be distorted, blurred, altered, touched up, revised or modified, whether intentionally or otherwise, or used in composite forms, in conjunction with factual or fictional text, with my name being used or without, and/or subject me to ridicule, scandal, reproach, scorn and indignity. I understand that the Images may contain full or partial nudity, sexual or sensual poses, and hereby agree that the foregoing release, discharge and agreement to hold harmless shall also apply with respect thereto.
5. I hereby acknowledge that I am aware that hazards may exist in connection with my posing for the Images, and I voluntarily involve in such participation with knowledge of those hazards, and will not do so unless I am personally satisfied I am capable of doing so.
6. I hereby assume the risk for any injury I may sustain in connection with my participation and hereby fully release and forever discharge Company, its officers, shareholders, employees, insurance providers, assignees and representatives from any claims, damages, losses, actions, suits or judgments that may result from any such injury.
7. I hereby waive any benefit accruing by virtue of the provisions of California Civil Code, section 1542, which provide:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THIS RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
8. I have read the foregoing Release Agreement and I warrant that I fully understand the contents thereof and do hereby intend and do agree with and consent to all the terms and conditions herein.
9. I hereby warrant that I am at least 18 years of age, am of lawful age to contract and competent to contract in my own name insofar as this Release Agreement is concerned. However, and to the extent that I am otherwise a minor, the parent or guardian executing this Release Agreement hereby represents and warrants that he/she is so legally authorized to provide such consent and affirmation of this Release Agreement on my behalf.
10. I understand that acknowledge that this Release Agreement is not limited to any singular project for the Company but extends to any and all such projects as may be undertaken from and after the date that I execute this Release Agreement.
11. I hereby warrant and intend that this Release Agreement constitutes the exclusive, sole and complete understanding and agreement of the parties with regard to the subject matter thereof and that I am not relying on any other representations or statements, whether oral or written.
12. I ACKNOWLEDGE THAT I HAVE BEEN ADVISED THAT THIS RELEASE AGREEMENT CONSTITUTES A BINDING OBLIGATION UPON ME AND THAT I HAVE THE RIGHT AND ABILITY TO CONSULT AN ATTORNEY OR OTHER ADVISER OF MY OWN CHOOSING PRIOR TO ENTERING INTO THIS RELEASE AGREEMENT. I REPRESENT THAT I HAVE CONSULTED ALL SUCH ADVISERS AS I DESIRE AND AM ENTERING INTO THIS RELEASE AGREEMENT STRICTLY IN RELIANCE UPON THE ADVICE RECEIVED FROM SUCH ADVISERS, IF ANY.
13. I agree to indemnify, defend and hold harmless the Company as well as its officers, directors, employees, agents, vendors, owners, insurance companies, affiliates, parent companies, subsidiaries and related entities against all damages, claims, liabilities, losses and other expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of any claim caused by or arising from the breach of my representations or obligations from this Release Agreement. This indemnity provision shall survive the termination or expiration of this Agreement.
14. This Release Agreement shall, in all respects, be interpreted, enforced and governed exclusively by and under the laws of the State of California (without regard to principles of conflicts of laws that might apply the laws of any other jurisdiction). The state or federal courts in and for Los Angeles shall have exclusive venue and jurisdiction over any dispute arising from this Release Agreement. I hereby irrevocably submit to exclusive personal/subject matter jurisdiction in such courts. The foregoing, however, shall not limit the right of the Company to serve process in any other jurisdiction or to commence any legal action/proceeding in any other jurisdiction in order to obtain execution of judgment in such other jurisdiction.
15. If any of the provisions, or portions thereof, of this Release Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected.
16. Any signed copy of this Release Agreement, whether copied, reproduced and/or transmitted via photocopy, electronic copy, facsimile or other process that accurately transmits the original document shall be considered an original document for all purposes.