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Profiles In Music Guest Release

I, (“Guest) agree to participate as a guest on Profiles In Music (“Podcast”), which will be recorded on or about and which will be published on or about .

In return for the opportunity to appear in the Episode, and receipt of $0.00 (“Payment”), I grant the Podcast (including Producer’s owners, employees, subsidiaries, affiliates, agents, successors, and assigns) (collectively, the “Producer”), the right to record and broadcast my voice, and image in connection with the Episode (collectively, “Appearance”), and to use, publish, live stream, offer for sale, or otherwise distribute and exploit my Appearance or portions thereof, and the Podcast in any media, throughout the universe, in perpetuity.

This right and permission includes, but is not limited to, the right to use my name, recorded voice, photograph, likeness, and biographical information and any still images and video taken of me during the Episode, or contemporaneously with the recording of the Episode (“Likeness”), and includes the permission to use my Appearance and Likeness for advertising and exploiting the Episode and the Podcast in any media, advertisements, anywhere, in perpetuity.

I understand that I do not have a right of approval over my Appearance, or the use of the Likeness, or a claim against Producer arising out of, or in connection with, any use or alteration of my Appearance or Likeness nor do I have a claim based on invasion of privacy, defamation, false light, or right of publicity.

I understand and agree that the Producer is the sole owner of all intellectual property rights in my Appearance, the Episode, and the Podcast and that my Appearance is a “work made for hire” for the Producer. I also waive all moral rights, if any, that I may have in my Appearance. I further understand that the Payment, if any, is the full and complete compensation for my Appearance and the use of the Likeness and that I have no rights to the results and proceeds of the Podcast, all of which belong to the Producer.

I agree that until the Episode is published by the Producer, that I will not disclose any non-public, confidential information relating to the Producer, the Episode, the Podcast, or my Appearance. I understand that I may not use a copy of my Appearance (or any part of my Appearance), without obtaining the Producer’s prior written approval to do so.

I represent that I will not violate the rights of any third parties, copyrights, rights of privacy, trade secrets, and non-disclosure agreements during my Appearance, and I will indemnify Producer against any claims made against Producer if this occurs.

The Producer may assign this Agreement to any person or entity. I represent that I am an independent contractor and that my Appearance does not create a joint venture or employment relationship between me and the Producer. My sole remedy against the Producer is a claim for direct money damages only via arbitration and I agree to waive the right to seek any form of injunctive relief in connection with this Agreement, and I will not interfere with the exploitation of the Episode and/or the Podcast. I agree that if there is a legal issue between me and the Producer concerning my Appearance, the Likeness that I will resolve the issue through binding arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of Washington (“State”), without regard to conflict of laws principles, and all claims must be submitted to arbitration and be resolved in the State. The prevailing Party in arbitration will be entitled to costs and legal fees. Any notices will be sent via email to the addresses in this agreement and will be effective on receipt.

Release For Audio/Video Clips

This Agreement (“Agreement”) is entered into as of (“Effective Date”) between Profiles In Music and Citizens.am (“Producer”) and Guest (“Licensor”).

Producer and Licensor (each a “Party” and collectively the “Parties”) agree to the following:

Purpose of this Agreement: Producer produces the Podcast (see section 4 below) and wishes to license the right to use an audio clip controlled by Licensor in the Podcast. This Agreement records the terms of that license and the obligations of Licensor and Producer.
License: Subject to Licensor’s receipt of the License Fee (see Section 6), Licensor grants Producer the irrevocable license to use the Clip (see Section 3) in the Podcast for the Approved Uses (See Section 4) during the Term (see Section 5) and to distribute and exploit the Podcast Episode(s) containing the Clip, in any media, throughout the world. The Producer has no right to use the Clip until the License Fee is fully paid.
Clip Being Licensed: The audio/video clip (“Clip”) means the following: . The length of the Clip is: varies.
Podcast/Podcast Episode and Approved Use:
1. The name of the podcast is: Profiles In Music (“Podcast”).
2. The Podcast covers the following genre and/or subject matter: interviews with artists about their work.
3. The Clip will be used in the following episodes of the Podcast: Interview with Guest (“Episodes”). Producer is only authorized to use the Clip in these Episodes. If Producer wishes to use the Clip in other episodes of the Podcast, Producer will be required to obtain Licensor’s prior approval and pay an additional License Fee.
4. The Clip will only be used in the Episode(s) in the following manner (the “Approved Uses”): No advertising uses are permitted. Alternatively, this podcast is broadcasted live across numerous social media and online streaming platforms, many of which will archive the episode for viewers to watch later. Clips from the show, including those segments of the show featuring the audio/video files, may be used in promotional media promoting the episode.
5. The Clip may not be used in a derogatory or defamatory manner, or in a way that would infer sponsorship of any product or service.
Term: The term of the license in Section 2 starts on the date when the Licensor receives the License Fee and continues: in perpetuity.
License Fee: The License Fee for the right to use the Clip in the Podcast Episode(s) for the Approved Uses is: $0.00. The License Fee is due on execution of this Agreement.
Ownership: Producer is granted a limited license to use the Clip on the terms of this Agreement, and Licensor remains the sole owner of the Clip and the underlying material from which the Clip is sourced.
Credit: If the Clip is used in the Podcast Episode(s), Producer will give Licensor the appropriate credit. The credit will be narrated and will also appear in the show notes of the Episode(s).
Representations and Warranties
1. Licensor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the rights to the Producer.
2. Producer represents that it will only use the Clip for the Approved Uses during the Term and will not use the Clip in any other manner or in connection with any other Podcast and will obtain any additional clearances as may be required for the use of the Clip in the Podcast. Producer indemnifies Licensor for all losses incurred by Licensor in connection with Producer’s use of the Clip in the Podcast.
Remedies: Provided that Licensor has received the License Fee in full, Licensor agrees that if Producer is in breach of this Agreement that Licensor’s remedies will be limited to claim for money damages and that Licensor will not seek any form of injunctive or equitable relief and Licensor will not interfere with the distribution and exploitation of the Podcast.
Prior agreements and enforceability: This Agreement supersedes and replaces anything that the Parties have agreed to on this subject matter before the Effective Date. If a court determines that any term or part of a term of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
Confidentiality: The Parties agree to keep the terms of this Agreement confidential but may share it with their professional advisors.
Assignment and Successors: This Agreement may only be assigned by the Producer following payment of the License Fee. If assigned, the terms of this Agreement shall be binding on the Producer’s successors, heirs, and assignees.
Amendments: All changes to this Agreement will only be valid and binding on the Parties if they are made in writing and signed by all Parties.
Waiver: Waiver of one breach of this Agreement is not a waiver of any other breach.
Law and Forum: This Agreement will be governed by and construed in accordance with the laws of the state of Washington (“State”), without regard to conflict of laws principles, and all claims must be submitted to arbitration and be resolved in the State. The prevailing Party in arbitration will be entitled to costs and legal fees.
Notices: Any notices will be sent via email to the addresses below and will be effective on receipt.
Additional Terms: N/A

The Parties have read this Agreement and understand and agree to its terms:

ACCEPTED AND AGREED:

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Signed by Sean St. Heart
Signed On: May 12, 2023

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May 12, 2023 11:27 AM PDT

Profiles In Music Guest Release Uploaded by Sean St. Heart - sean@citizens.am IP 67.182.153.251