“I” or “my” or “me” or “we” or “our” refers to you as a user of the websites and/or submitter of the application material and/or anyone who may be competing for the beneﬁt of such party to participate in the reality-based competition online and/or offline television series currently entitled “Startup Hero” (“Series”).
In consideration for my possible appearance in the Series and for other good and valuable consideration, the receipt and sufﬁciency of which are hereby acknowledged, I (including any entity set forth below) hereby agree as follows (“Agreement”):
1. Eligibility Requirements. I hereby represent and warrant that:
a. I am 18 years of age (or the age of majority in the state in which I reside) or older;
b. neither I nor any of my immediate family members or anyone living in my household may be or has been within the past one (1) year employees, contractors, ofﬁcers, directors or agents of any of the following:
i. Eleven Eleven Foundation (“Producer”)
ii. any entity owned, controlled or afﬁliated with Saygin Yalcin or any parent, subsidiary, afﬁliated or related entity of any of the foregoing
iii. any person or entity involved in the development, production, distribution or other exploitation of the Series or any variation thereof
iv. any known major sponsor of the Series or its advertising agency or
v. any person or entity supplying services or prizes to the Series
c. I am not currently a candidate for public ofﬁce and agree that I will not become a candidate for public ofﬁce from the date of this Agreement until one (1) year after the initial broadcast of the last episode of the Series in which I appear
d. I have not been convicted of a felony and
e. I shall voluntarily submit to a background check if requested by Producer (and agree to execute all consents, authorizations, and releases in connection therewith).
I acknowledge that Producer reserves the right at any time to render ineligible any person who Producer determines, in its sole discretion, is sufﬁciently connected with the production, administration, or distribution of the Series such that his or her participation in the Series could create the appearance of impropriety. I further understand and agree that Producer reserves the right to change any of the eligibility requirements at any time without notice.
2. Grant of Rights. In consideration for my possible appearance in the Series and for other good and valuable consideration, the receipt and sufﬁciency of which are hereby acknowledged, I (including any entity set forth below) hereby grant Producer and each of its respective employees, contractors, agents, representatives, ofﬁcers, directors, assignees, designees, licensees (including any online and/or offline television and video network and television stations which exhibit the Series or which has the right to exhibit the Series (collectively “Network”) and afﬁliated and related entities the following:
a. The absolute and irrevocable right and permission (but not the obligation) to interview me, audition me, photograph, ﬁlm, tape and otherwise visually, audiovisually and/or by audio means record me and/or my voice (“Likeness”) by any method whatsoever in and in connection with the Series and the business activities of Producer and Network.
b. The absolute and irrevocable right and permission (but not the obligation) to photograph, ﬁlm, tape and otherwise visually, audiovisually and/or by audio means record any idea, product, invention, service or business owned or controlled by me, including without limitation any names, logos, artwork, packaging, trademarks and service marks related thereto, (collectively “Business Indicia”) by any method whatsoever in and in connection with the Series and the business activities of Producer and Network.
c. All rights of every kind and character whatsoever, whether now known or hereafter devised, in perpetuity throughout the universe in and to
i. any and all footage, tapes and/or other recordings taped, ﬁlmed, photographed, recorded and/or otherwise produced hereunder depicting me and any performances or actions made by me,
ii. material supplied by me (whether scripted or unscripted, written, spoken, sung, or otherwise uttered or expressed by me) and information given by me and/or captured on any such footage, tapes, and/or recordings (“Statements”), and
iii. all of the results and proceeds thereof (collectively, (i), (ii) and (iii) shall be referred to as the “Material”). I acknowledge that the Material is specially ordered by Producer for use as part of an audiovisual work and shall be considered a work made for hire for Producer, and therefore Producer shall be the author and copyright owner thereof for all purposes throughout the universe in perpetuity. To the extent that such Material is not deemed a work-for-hire in any jurisdiction, I irrevocably assign, transfer and convey such Material to Producer including, without limitation, all copyrights, renewals, and extensions of copyrights therein, in all media now known or hereafter devised, throughout the universe in perpetuity. For the avoidance of doubt, the Material shall include neither the Business Indicia nor any other intellectual property relating to my business.
d. The irrevocable right to reproduce, edit, dub, subtract from, add to, modify or juxtapose the Likeness, Business Indicia, Statements and/or Material in any manner and to combine them with any other material. I understand, acknowledge and agree that Producer shall have no obligation to use any of the Likeness, Business Indicia, Statements and/or Material in or in connection with the Series.
e. The irrevocable, perpetual, nonexclusive right to use, copy, digitize, sublicense, transmit, distribute, publicly perform, publish, display, and make any other uses of the Likeness, Business Indicia, Statements, whether or not embodied in the Material, in any media now known or hereafter devised, throughout the universe, in and in connection with the Series, including without limitation the advertising, promotion, marketing or exploitation of the Series (including without limitation commercial tie-ins and the exploitation of any allied, ancillary and subsidiary rights in and to the Series), and the business activities of Producer and Network.
f. I understand, acknowledge and agree that Producer may exercise any aspect of the foregoing granted rights without review by, compensation to, or approval by me or any other party, except as prohibited by law.
g. I grant the rights hereunder whether or not I am selected to participate as a contestant in the Series in any manner whatsoever. Without limiting the “Securities Acknowledgment” paragraph below, I release Releasees (as that term is deﬁned herein below) from any and all liability arising out of its use of the Likeness, Business Indicia, Statements and/or the Material, and I agree not to make any claim against Releasees as a result of the recording or use of the Likeness, Business Indicia, Statements and/or the Materials (including, without limitation, any claim that such use invades any right of privacy and/or publicity and/or any claims based on defamation, libel and/or false light and/or copyright, trademark or patent infringement).
3. Representations and Warranties. I hereby represent and warrant that:
a. I, alone or in concert with any collaborators listed below (collectively “Collaborators”), have the right to grant the rights granted hereunder;
b. I, alone or in concert with any Collaborators, have the right to enter into this Agreement;
c. I, alone or in concert with any Collaborators, own and control all rights in and to the idea, product, invention, service or business that I desire to present as part of my participation in the Series;
d. the consent of no other person, firm, corporation or labor organization (other than any Collaborators) is required to make my desired presentation or to enable Producer to use the Likeness, Business Indicia, Statements and the Material as described herein;
e. Producer’s use of the Material, Business Indicia, Statements and Likeness hereunder will not violate the rights of any third party other than any Collaborators;
f. Producer shall have the right to use the Material free and clear of any claims for royalties, residuals or other compensation, either by virtue of this Agreement or any guild or union agreement, which I acknowledge does not govern my relationship with Producer;
g. I have answered all questionnaire and application questions completely, honestly and accurately, and I acknowledge that if any of the foregoing information is found to be false, that this will be grounds for my dismissal from the Series participant selection process and/or from the Series, if selected;
h. I further understand and acknowledge that I will be required to enter into further agreements with Producer relating to my Business and participation in the Series and
i. I understand and agree that all decisions by the Producer concerning the selection of the participants are final and not subject to challenge or appeal.
4. Securities Acknowledgment. I understand that the announcement, solicitation and/or acceptance of any investment in my Business or any equity interests thereto of any kind from one or more of the venture capitalist “Heroes” or any other person may be a securities offering and/or a sale of securities governed by federal, state and other securities laws, and I agree to comply with any and all applicable securities laws in connection therewith, including but not limited to laws governing the offer and sale of securities. I also understand that it is my sole responsibility to comply with such securities laws, that Producer, Saygin Yalcin (collectively the “Startup Hero Entities”) will not be providing me with any advice or assistance of counsel in that regard. In addition, I acknowledge and agree that the Startup Hero Entities will not be acting on my behalf, either directly or indirectly, as an agent, broker or ﬁnder, in connection with the offer or sale of any securities and that the Startup Hero Entities will not have any liability for my failure to comply with such securities laws.
5. Confidentiality. Without the express prior written consent of Producer, I shall not at any time, reveal, report, publish or disclose any information or trade secrets obtained or learned by me about the Series, including, without limitation, any information concerning or relating to the Series, the participants, the events contained in the Series, any ideas, products, inventions, services or businesses presented by any participant in connection with the Series or the outcome of the Series or any episode or presentation associated therewith (collectively, “Conﬁdential Information”). This conﬁdentiality obligation shall remain in place whether or not I am selected to participate in the Series, and shall continue both during and after my participation in the participant selection and, if I am selected as a participant, my participation in the Series, and shall continue regardless of whether or not an episode of the Series has been broadcast which may include some or all of the Conﬁdential Information. I further agree that any Conﬁdential Information of which I become aware will only be used for the express and exclusive purposes for which Producer has instructed me to use the Conﬁdential Information.
6. General Release. To the maximum extent permitted by law, I, my heirs, next of kin, spouse, guardians, legal representatives, executors, administrators, successors and assigns (collectively “Releasing Parties”) hereby irrevocably and unconditionally release and covenant not to sue Producer, Saygin Yalcin, their respective parent, subsidiary, afﬁliated and related entities, their successors, licensees, assigns, and their respective directors, ofﬁcers, shareholders, members, employees, agents and representatives (collectively “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys’ fees) (collectively “Claims”) arising out of, resulting from, or by reason of my application for and/or participation in or in connection with the Series, including, without limitation, any travel I undertake in connection with my participation in the Series, any exploitation, distribution, exhibition, advertising and/or promotion of the Series or my appearance on the Series, any disclosure of my idea, product, invention, service or business, the failure of the Producer to select me as a participant, the cancellation of the Series, the negotiation, entry into or breach of any agreement between any venture capitalist (Startup Hero judge) “Hero” and me (whether during or after the production of the Series and whether or not such negotiation culminates in a binding agreement), or the exercise by Producer or anyone else of any rights granted by me under this Agreement, on any legal theory whatsoever (including without limitation personal injury, property damage, violation of privacy and publicity rights, false light, defamation, intentional or negligent inﬂiction of emotional distress, products liability, breach of express or implied contract, breach of any statutory or other duty of care owed under applicable laws, infringement of copyright, trademark or patent, loss, limitation or reduction of any intellectual property rights and loss of earnings or potential earnings).
7. Limitation of Remedies. Without limiting any provision of this Agreement, my remedies for any breach of this Agreement by Producer or others will be limited to an action at law for damages (if any), and in no event will I be entitled to rescind this agreement or seek injunctive or any other equitable relief (including without limitation through any arbitration proceeding) in connection therewith.
8. Release of Unknown Claims. I acknowledge that there is a possibility that after my execution of this Agreement, I may discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed and which, if known by me at that time, may have materially affected my decision to execute this Agreement. I acknowledge and agree that by reason of this Agreement, and the release of liability contained herein, I am assuming any risk of such unknown facts and such unknown and unsuspected claims. I have been advised of the existence of Section 1542 of the California Civil Code which provides: 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 THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Notwithstanding Section 1542 of the California Civil Code, this Agreement shall constitute a full release of liability in accordance with its terms. I and the Releasing Parties knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect, in any country in the world, and acknowledge and agree that this waiver is an essential and material term of this Agreement and that without such waiver, Producer would not have accepted this Agreement or my application.
9. I, individually and on behalf of the Releasing Parties, agree to defend (at indemnitees’ option), indemnify and hold harmless the Releasees from any and all Claims caused by or arising out of my application for and/or participation in and in connection with the Series, including, without limitation, any of the following:
a. any statement, action or omission made or taken by me or anyone else during or in connection with or relating to the Series;
b. my failure to follow the instructions of Producer, Network, any of their ofﬁcers, agents, representatives or employees, or anyone connected with the Series;
c. my breach of any of my representations, warranties, undertakings, promises or obligations pursuant to this Agreement or the Series Rules (as may be promulgated and amended from time to time);
d. my possession or use of any prize or investment; or
e. the use by Producer or Network or any of their respective licensees or assigns of any of the rights I have granted herein.
10. Governing Law. This Agreement shall be deemed to be entered into in Dubai, United Arab Emirates, and shall be governed by and interpreted in accordance with the laws of Dubai, United Arab Emirates, applicable to agreements executed and fully carried out within Dubai.
11. Dispute Resolution/Binding Arbitration. Both Producer, on behalf of itself, Saygin Yalcin and Network, and I acknowledge, understand and agree that any action, proceeding or litigation concerning this Agreement or my appearance or participation in the Series may only be brought in Dubai, United Arab Emirates, and that, subject to the arbitration proceeding below, the courts of Dubai shall have exclusive jurisdiction over me and the subject matter of any such proceeding. The parties agree that any and all disputes, controversies or claims arising under or relating to this Agreement or any of its terms, including without limitation the applicability of this arbitration provision, any effort by any party to enforce, interpret, construe, rescind, terminate or annul this Agreement, or any provision thereof, and any and all disputes or controversies arising under or relating to my possible appearance or participation in the Series that are not otherwise barred or released pursuant to the terms of this Agreement (collectively, “Matters”), and cannot be resolved through direct discussions, the parties agree to endeavor ﬁrst to resolve by mediation. Any such arbitration shall be conducted by a single, neutral arbitrator, who shall also be a retired judge of a state or federal court, experienced in entertainment disputes. The parties agree that the arbitrator’s ruling in the arbitration shall be ﬁnal and binding and not subject to appeal or challenge. The parties further agree that the arbitration proceedings, testimony, discovery and documents ﬁled in the course of such proceedings, including the fact that the arbitration is being conducted, must be treated as conﬁdential and must 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; provided that such arbitrator(s) and their staff, the parties’ attorneys and their staff, and any experts retained by the parties. By agreeing to arbitration, the parties acknowledge that they have waived the right to a trial. I further acknowledge and agree that the business realities of television productions of this nature, including the Series, create special circumstances for which Producer must be able to maintain its ability to seek injunctive relief and/or other equitable and/or provisional remedies. Accordingly, the parties agree that nothing in this paragraph shall prevent Producer, Saygin Yalcin or Network from seeking provisional relief outside of arbitration. For example, a participant’s premature or threatened disclosure in violation of the conﬁdentiality provisions of this Agreement could result in a reduction of audience interest or other diminution in the value of the Series or Producer’s, Saygin Yalcin’s or Network’s rights hereunder, which would cause Producer, Saygin Yalcin and Network irreparable injury and damage that could not be reasonably calculated or adequately compensated by damages in an action at law. I hereby expressly agree that Producer, Saygin Yalcin and Network shall be entitled to injunctive and other equitable relief.
12. Severability, Assignment. Without limiting the foregoing, any provision of this Agreement that is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction. Producer (and its assignees and licensees) may freely assign, in whole or in part, any of their rights or obligations under this Agreement. I may not assign any of my rights or obligations under this Agreement.
13. Entire Agreement. In signing this Agreement, I have not relied on any representations or other statements that are not contained herein. No promises have been made to me other than as expressly set forth herein.
14. This Agreement shall supersede and replace all prior and contemporaneous oral, written and electronic communications, understandings and agreements between Producer and me relating to the subject matter hereof. This Agreement sets forth the entire agreement between Producer and me with respect to the subject matter hereof and may not be altered or amended except by a writing signed by both parties.
15. Modiﬁcation or Amendment. This Agreement cannot be changed, amended, modiﬁed or terminated except in writing signed by Producer and me.
16. Waiver. Any waiver of any term of this Agreement in a particular instance shall not be a waiver of such term for the future. I agree that the invalidity or unenforceability of any part of this Agreement shall in no way affect the validity or enforceability of any other part thereof I declare under penalty of perjury that all statements made by me in this Agreement are true. The name given below is my legal name. Any other name(s) or alias(es) used by me within the past seven years are also noted below. I have been given ample opportunity to read, and have carefully read, this entire Agreement. I represent and warrant that I have had the opportunity to consult with my own legal counsel prior to signing, and I have either so consulted with my own counsel or, in the alternative, I have voluntarily and on my own accord declined such opportunity.
By submitting my application material, I (including all Collaborators) am voluntarily and knowingly agreeing to the terms and conditions of this Agreement.