The Terms & Conditions of this (the “Agreement”) shall outline the mutual understanding of the person filling out the above form (talent) and Bio-Reigns, Inc (“Bioreigns”), and together, the (“Parties”). The Parties hereto agree as follows:
LIKENESS: I irrevocably grant to Bioreigns the right to use my likeness as it appears in current and pre-existing and future photographs of me (alone or with others) and to use my name and likeness (collectively, the “Materials”) in connection with Bioreigns and its campaigns and materials. I further grant to Bioreigns and any platform they work with the right to use the Materials throughout the universe, in perpetuity, in any and all media now known and hereafter devised, in any manner including in connection with advertising and publicity for Bioreigns. I waive any right to object to any use (including any editing/dubbing) of the material(s).
PHOTOGRAPHY: This is not limited to still pictures or movies but any medium that captures your likeness. This agreement allows Bioreigns to capture ‘your likeness’ and use it for marketing, educational or other purposes Bioreigns seems fit to do so.
EMPLOYMENT: I agree that: I am not an employee of Bioreigns and I am not entitled to any employment benefits. Bioreigns has no obligation to me and is under no obligation to use the Materials. If I receive anything of value in connection with any materials, I shall be responsible for all taxes and other obligations therefrom.
USAGE: Talent shall understand all content created by Bioreigns gives full and irrevocable, global rights to display, license, promote, broadcast and otherwise distribute the Content at its sole discretion, unless otherwise agreed to in writing, by the Parties. Any passwords and logins will become the property of Bioreigns the talent uses to disperse media through a Bioreigns platform then becomes the property of Bioreigns as well (Facebook, Instagram, Snapchat, etc.).
RELEASE NOT TO SUE & INDEMNITY: To the maximum extent permitted by law, I (on behalf of myself and my heirs, executors, agents, successors or assigns) agree to release from liability, never sue, and bring no proceedings of any kind against Bioreigns and/or any of their parents, subsidiaries, assignees, licensees, affiliates or anyone associated with the campaign with Bioreigns (the “Released Parties”) for any claims, actions, damages, losses, costs, expenses or causes of action whatsoever that in any way relate to this Agreement, or the creation, use, or exhibition of the Materials, on any legal theory (including, without limitation, failure to adequately compensate me, infliction of emotional distress, personal injury, rights of privacy and publicity, defamation, or false light), regardless of whether caused by the negligence or willful misconduct of the Released Parties (collectively, the “Released Claims”). I will defend and indemnify the Released Parties from any Released Claims and any breach or alleged breach by me relating to this Agreement. I shall be liable for any attorney fees and costs incurred by the Released Parties in connection with any claim or lawsuit I may bring in violation of this Agreement.
MEDIATION AND ARBITRATION: WHERE ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT ARISES, THE PARTIES AGREE TO FIRST TRY TO RESOLVE SUCH DISPUTE THROUGH CONFIDENTIAL MEDIATION. IF MEDIATION IS UNSUCCESSFUL, THEN DISPUTES SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES. I AGREE THAT GIVEN THE UNIQUE NATURE OF THE INDUSTRY, AND THE IRREPARABLE DAMAGE TO BIOREIGNS THAT WOULD RESULT FROM DELAYING OR PREVENTING THE EXHIBITION OF ANY PROGRAM OR MATERIAL PRODUCED HEREUNDER, I MAY NOT SEEK OR OBTAIN INJUNCTIVE RELIEF IN CONNECTION WITH THIS AGREEMENT. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH WILL BE CONDUCTED IN THE STATE OF CALIFORNIA.
WARRANTY: Talent represents, warrants, and agrees that it is free to enter into this Agreement and to grant the rights and licenses herein granted to Bioreigns; Talent has not heretofore entered and shall not hereafter enter into any contract or agreement which is in conflict with the provisions hereof or which would or might interfere with the full and complete performance by Talent of their obligations hereunder or the free and unimpaired exercise by Bioreigns of any of the rights and licenses herein granted to it; Talent further represents and warrants there are no prior or pending claims, administrative proceedings, civil lawsuits, criminal prosecutions or other litigation matters, affecting Talent which would or might interfere with Bioreigns’ full and complete exercise or enjoyment of any rights or licenses granted hereunder.
Confidentiality: Any information (financial, business or otherwise) relating to either Party, or any information is confidential (the “Confidential Information”). Talent shall not publicly divulge or announce, or disclose to any third party, any Confidential Information of Bioreigns without the prior written consent of them. Notwithstanding the foregoing, the Platform and the Products and Services, and any trade-marks or other intellectual property of Bioreigns will be Confidential Information of Bioreigns. Notwithstanding the foregoing, the Parties understand and agree that Bioreigns may divulge Confidential Information to any of its affiliates, employees, professional advisers or subcontractors solely as required for Bioreigns to fulfill its obligations set out under this Agreement, and provided that any such permitted third-party recipient agrees to be bound by confidentiality obligations in respect of such Confidential Information that are at least as stringent as those set out herein, and provided further that Bioreigns will be liable to the Disclosing Party for any breach by such permitted third party recipient of its confidentiality obligations.
All correspondence will be addressed to:
Bio Reigns INC.
Severability: In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.
Entire Agreement: This Agreement (including any exhibits hereto, if any) constitutes the entire understanding and agreement between Talent and Bioreigns hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements between the Talent and Bioreigns with respect to the subject matter hereof.
I UNDERSTAND THAT I AM GIVING UP LEGAL RIGHTS IN THIS AGREEMENT, INCLUDING MY RIGHT TO FILE A LAWSUIT IN COURT FOR ANY CLAIM IN CONNECTION WITH THIS AGREEMENT.