This agreement (“Agreement”) is a binding contract between StakeOut.AI (“Company”) and me (the undersigned) as follows:

Materials. This Agreement applies to all video, images, photographs, mixed media or multimedia works, music, text, and other forms of content, information, data or copyrighted materials that I may supply, provide, upload or submit or provide to Company (collectively “Materials”).

License. I hereby grant Company an irrevocable, unconditional, worldwide, royalty-free, sublicensable, transferable, non-exclusive license to use, reproduce, distribute, publish, prepare derivative works of, display, perform and otherwise exploit the Materials or any part thereof in perpetuity in any and all media (existing, or later created or made available, including any other work, including websites or filmed media projects, and their remakes, sequels, and spinoffs), and including in the promotion, advertising, merchandising, and other promotional material in any media worldwide in relation to the foregoing, and in any other manner as the Company may determine or authorize in its discretion.

Name and Likeness. In connection with the Material, I grant the Company irrevocable, unconditional, worldwide, royalty-free license to use my name, likeness, image, voice, and biographical information in connection with the Material (including, if applicable, my voice or image in the Material), including without limitation, the distribution and promotion of any works made with or including the Materials as permitted in this Agreement.

Restriction. I agree that I will not submit any material that is copyrighted by third parties, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless I am the owner of such rights or have express written permission from the rightful owner of such rights to supply such material and to grant Company all of the license rights granted herein. I will provide the Company with copies of such written permissions upon request.

Warranty. I represent and warrant that I own or have the necessary licenses, rights, consents, and permissions to use and authorize Company to use all copyright, patent, trademark, trade secret, or other proprietary rights in and to any and all Materials required for all the licenses that I grant in this Agreement. I hereby waive all so-called “moral rights” or other similar rights in such Materials to the maximum extent permitted by law. I represent and warrant that use of such Materials is not subject to any payment obligation to any third party, including, without limitation, for any actors, musicians, artists, or performers union or guild.

Consideration. I understand and agree that this Agreement is made in consideration of the resources and efforts that the Company expends to store and evaluate the Material for its potential use and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged.

No Obligation to Use; No Approval Rights. I acknowledge that Company is under no obligation to use the Materials and I hereby acknowledge and confirm that I have no right of approval with regard to any use of the rights granted herein or any Materials.
Indemnity. I hereby agree to indemnify and hold harmless the Company, its officers, directors, employees, and agents from or other rights and licenses granted by this agreement actual or alleged claims that arise from licensed use of the Materials, including, without limitation, any claim of infringement, defamation, or any breach of my representations and warranties.

Jurisdiction; No Injunction; Waiver. This Agreement is governed by the laws of the state of New York and applicable US federal law. Exclusive jurisdiction and venue for any claim arising from this Agreement or its subject matters will lie in the state and federal courts located in New York County. I acknowledge that, in the event of a breach of this Agreement by Company or any third party, the damage or harm, if any, caused to me will not entitle me to seek injunctive or other equitable relief, and I will not have the right to enjoin the production, exhibition, distribution or other exploitation of the Materials under any circumstances. I hereby waive to the fullest extent that I may lawfully do so, any causes of action in law or equity I may have or may hereafter acquire against the Company, its officers, directors, employees and agents for libel, slander, invasion of privacy, copyright or trademark violation, right of publicity or personality, false light arising, or violation of any other right arising out of or relating to any utilization or omission of the Materials (including related promotional materials) or the use of the license granted herein.

Age and Capacity. Unless otherwise stated below, I represent and warrant that I am over the age of eighteen (18) years, and that the authorizations and rights granted hereunder do not conflict with or violate the rights of any third party. (If I am under 18, my parent or guardian has signed as stated below.)

General. This Agreement is the entire agreement of the parties. This Agreement inures to the benefit of and binds the parties’ heirs, successors, representatives, and assigns. This agreement may be assigned by you.
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