Please complete all steps below to review and sign your agreement.
Please provide your details. Fields marked with * are required.
Please read the entire agreement below carefully before proceeding.
This Consent, Release, and License Agreement (“Agreement”) is made and entered into as of the date of electronic execution below (“Effective Date”) by and between EllaDx, LLC, a Texas limited liability company, with a principal business address located at 1630 W Prosper Trail, Suite 620, Prosper, Texas 75078 (“Company”), and the undersigned individual (“Creator”). Company and Creator are each referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, Creator desires to provide certain content, materials, and/or services to Company; and WHEREAS, Company desires to obtain certain rights to use Creator’s likeness, image, voice, and submitted content in connection with Company’s advertising, marketing, and promotional activities;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(a) “Content” means any and all photographs, videos, audio recordings, written materials, testimonials, reviews, social media posts, and any other creative works, in any format, submitted, provided, or created by Creator for or on behalf of Company.
(b) “Likeness” means Creator’s name, image, photograph, likeness, voice, biography, persona, and any other indicia of identity, whether now known or hereafter developed.
(c) “Licensed Materials” means, collectively, the Content and the Likeness.
(d) “Licensed Parties” means Company and its parent companies, subsidiaries, affiliates, successors, assigns, licensees, sublicensees, distributors, and designees, and each of their respective officers, directors, employees, agents, and representatives.
(a) Creator hereby irrevocably grants to the Licensed Parties a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, sublicensable right and license to use, reproduce, modify, adapt, edit, alter, crop, reformat, publish, translate, create derivative works from, distribute, publicly perform, publicly display, broadcast, transmit, stream, and otherwise exploit the Licensed Materials, in whole or in part, in any and all media, formats, platforms, and channels now known or hereafter devised, including without limitation:
(b) The foregoing grant of rights includes the right to use the Licensed Materials in combination with other materials, text, images, videos, graphics, music, and voice-overs, and to juxtapose, superimpose, or composite the Licensed Materials with such other elements.
(c) Creator acknowledges and agrees that the Licensed Parties shall have no obligation to use the Licensed Materials and may discontinue use at any time in their sole discretion, without notice or liability to Creator.
(a) To the extent that any Content constitutes a “work made for hire” as defined under Section 101 of the United States Copyright Act (17 U.S.C. § 101), Creator agrees that such Content shall be considered a work made for hire, and Company shall be the author and owner of all rights therein.
(b) To the extent that any Content does not qualify as a work made for hire, Creator hereby irrevocably assigns, transfers, and conveys to Company all right, title, and interest in and to such Content, including all copyrights, patent rights, trademark rights, and all other intellectual property rights therein, throughout the world, in perpetuity.
(c) Creator agrees to execute any additional documents and take any further actions reasonably requested by Company to evidence, perfect, or enforce the rights granted and assigned herein.
To the fullest extent permitted by applicable law, Creator hereby irrevocably waives and agrees never to assert any and all moral rights, droit moral, or similar rights that Creator may have in or to the Licensed Materials, including without limitation any right of attribution, integrity, disclosure, or withdrawal. Creator understands that Company may alter, modify, or create derivative works from the Licensed Materials without attribution to Creator.
Creator hereby grants to the Licensed Parties the irrevocable right and permission to use Creator’s Likeness for any commercial or promotional purpose, including but not limited to advertising, merchandising, and publicity, without further compensation, notice, approval, or accounting to Creator.
Creator acknowledges and agrees that the Licensed Parties shall have no obligation to provide attribution, credit, or identification of Creator in connection with any use of the Licensed Materials. Creator waives any right to inspect or approve any use of the Licensed Materials or any accompanying text, copy, or context.
Creator represents, warrants, and covenants that:
(a) Creator is at least eighteen (18) years of age and has the full legal right, power, and authority to enter into this Agreement and to grant the rights granted herein;
(b) Creator is the sole and exclusive owner of all rights in and to the Content, free and clear of any liens, encumbrances, or claims by any third party;
(c) The Content is original to Creator and does not and will not infringe, misappropriate, or otherwise violate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, or any other intellectual property or proprietary right of any third party;
(d) Creator has not previously granted, and will not grant, any rights in the Licensed Materials that conflict with or diminish the rights granted to the Licensed Parties under this Agreement;
(e) No consent or authorization from any third party is required for the Licensed Parties to exercise the rights granted herein;
(f) All information provided by Creator in connection with this Agreement is true, accurate, and complete; and
(g) Creator’s performance of this Agreement will not violate any other agreement to which Creator is a party.
(a) Creator hereby irrevocably and unconditionally releases, acquits, and forever discharges the Licensed Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, losses, damages, liabilities, costs, and expenses of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Creator now has, has ever had, or may hereafter have against the Licensed Parties, arising out of, relating to, or in connection with the use, publication, distribution, or exploitation of the Licensed Materials as contemplated by this Agreement.
(b) Without limiting the foregoing, Creator specifically waives any and all claims for: defamation; libel; slander; false light; invasion of privacy; misappropriation of likeness or identity; right of publicity violations; copyright infringement; trademark infringement; intentional or negligent infliction of emotional distress; and any claim arising under any federal, state, or local statute, regulation, or common law.
(c) Creator agrees that Creator shall not seek or be entitled to injunctive or other equitable relief to restrain, enjoin, or otherwise interfere with the Licensed Parties’ use of the Licensed Materials. Creator acknowledges that monetary damages, if any, would constitute an adequate remedy for any breach by the Licensed Parties. Creator acknowledges that this release applies even if the Licensed Materials are used in a manner that Creator may find objectionable, unfavorable, or embarrassing.
Creator acknowledges and agrees that: (a) the mutual promises and covenants contained herein constitute good and valuable consideration for this Agreement; (b) any compensation for Creator’s services has been or will be established under a separate agreement between the Parties; and (c) no additional compensation, royalty, fee, or payment of any kind is due or will become due to Creator for the rights granted under this Agreement, regardless of the nature, extent, or duration of the Licensed Parties’ use of the Licensed Materials.
Creator shall indemnify, defend, and hold harmless the Licensed Parties from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of, resulting from, or relating to: (a) any breach of Creator’s representations, warranties, covenants, or obligations under this Agreement; (b) any claim that the Licensed Materials infringe, misappropriate, or otherwise violate any third party’s intellectual property or proprietary rights; or (c) Creator’s negligence or willful misconduct.
IN NO EVENT SHALL COMPANY OR ANY LICENSED PARTY BE LIABLE TO CREATOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.
(b) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Licensed Materials, or the relationship between the Parties shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Collin County, Texas. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(d) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO AWARD RELIEF ON A CLASS OR REPRESENTATIVE BASIS.
(e) Injunctive Relief Exception. Notwithstanding the foregoing, Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
This Agreement may be terminated by Company at any time in its sole discretion, with or without notice to Creator. Termination shall not affect any rights, licenses, releases, or permissions granted to the Licensed Parties prior to the effective date of termination, all of which shall survive indefinitely.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(b) Amendment. This Agreement may not be modified, amended, or supplemented except by a written instrument signed by both Parties.
(c) Assignment. Creator may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may freely assign this Agreement and its rights hereunder to any successor, affiliate, or third party without Creator’s consent.
(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.
(e) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof.
(f) Survival. The rights, licenses, releases, and obligations set forth in Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, and 13 shall survive the termination or expiration of this Agreement.
(g) Notices. Any notice required or permitted under this Agreement shall be delivered to the email address provided by the respective Party.
By executing this Agreement, Creator acknowledges and confirms that:
(a) Creator has carefully read and fully understands each and every provision of this Agreement;
(b) Creator has had the opportunity to consult with independent legal counsel of Creator’s choosing before executing this Agreement;
(c) Creator is executing this Agreement voluntarily, freely, and without duress or undue influence;
(d) Creator understands that the rights granted herein are irrevocable and perpetual; and
(e) Creator understands that this Agreement is legally binding upon execution.
The Parties agree that this Agreement may be executed by electronic signature, which shall be deemed an original signature for all purposes. This Agreement is valid and enforceable when executed electronically in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) (“E-SIGN Act”), the Uniform Electronic Transactions Act (“UETA”), and any applicable state law governing electronic transactions. The electronic signature, together with the associated metadata (including timestamp, IP address, and device information), shall constitute conclusive evidence of Creator’s intent to be bound by this Agreement.
Please confirm your acceptance and provide your electronic signature below.