Last updated: September 24, 2023
In exchange for receipt of the items selected on this form (the “Product”), the individual electronically agreeing to this Agreement (“Talent”) agrees to be included in a promotional program (the “Program”) for Phoenix Operating LLC d/b/a Ricordami Italia (“Sponsor”), as follows:
Talent agrees to the following (collectively, the “Talent Materials”):
Talent irrevocably consents to and authorizes the use and reproduction by Sponsor, and each of their licensees, of the Talent Materials (including the right to use Talent’s name, image, likeness, photographs and tips as such are incorporated in the Talent Materials) in connection with the Program in all media, including without limitation in print, online, social, and via transmission to mobile devices.
Talent understands and agrees that Talent Materials, including Talent’s name, image, likeness and photographs, (collectively, “Talent Properties”) may be used in conjunction with other photographs and materials included as part of the Program and that the Talent Materials and/or Talent Properties may be edited, cropped or re-formatted for editorial purposes. Sponsor shall be the exclusive owner of all copyright and other rights in all photographs, negatives and other material created in connection with the Program and the activities contemplated herein, provided that Talent retains all rights in the pre-existing Talent Materials, subject to a royalty-free, perpetual license for use as set forth herein. Talent acknowledges that no additional payment shall be owed for any use.
Talent hereby forever releases and discharges Sponsor, and its parents, affiliates, officers, directors, employees, agents, successors, licensees, and assigns from any and all claims, demands or causes of action arising out of or in connection with the use or reproduction of the Talent Materials and/or the Talent Properties to the extent permitted herein, including, without limitation, any and all claims for defamation, right of privacy, right of publicity, copyright (including moral rights) and trademark.
Talent represents and warrants (and if this release is executed by an agent or management company on behalf of Talent, the agent or management company represents and warrants) that he, she or it has full power and authority to grant the rights set forth herein, that use of Talent Materials and/or Talent Properties as contemplated hereby will not infringe upon any copyright, trademark, right to privacy, proprietary right or any other right of any person or entity. Talent further represents and warrants that Talent shall return all Sponsor supplied materials to Sponsor upon the conclusion of the Program. Talent further represents and warrants that Talent shall comply in all respects with all relevant laws and legal disclosures, including but not limited to the FTC Endorsement Guides, codified at 16 CFR § 255 et seq., which require the disclosure of a material connection between an endorser and an advertiser. Talent agrees to indemnify, defend and hold harmless Sponsor, its parent and affiliates, and each of its respective officers, employees, representatives, and authorized agents from and against any costs, losses, liabilities, claims or expenses arising out of a claim by a third party resulting from Talent’s breach of any of Talent’s representations, warranties or obligations in this agreement. This agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties.
Talent represents that he or she is over the age of eighteen years and has read the foregoing and fully and completely understands the contents hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflict of law principles thereof. All actions or proceedings related to this Agreement shall be adjudicated in the local state and federal courts of Nevada and each party hereto consents to the jurisdiction thereof.