TERMS AND CONDITIONS:
AUTHORIZATION AND RELEASE TO USE NAME, LIKENESS AND VOICE

“Jillian on Love”

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby agree as follows:

You accept and agree to be bound by these “Terms and Conditions: Authorization and Release to Use Name, Likeness and Voice” (this “Agreement”) when you: (a) submit any audio and/or voice memo, audio and/or video message and/or audio and/or video recording (each, your “Submission”); (b) click or tap a button, check a box, or sign a document indicating you accept this Agreement; or (c) otherwise indicate that you accept and agree to be bound by this Agreement.  This Agreement is effective upon the date you accept and agree to be bound by this Agreement.  If you are accepting this Agreement on behalf of an organization, you confirm that such organization is bound by this Agreement.  

You (a) acknowledge that you have read and understand this Agreement; and (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and: (i) if entering into this Agreement on behalf of an organization that you have the legal authority to bind that organization; and (ii) if you are an individual, you are the age of majority under applicable law to form a binding contract with QCODE MEDIA, INC. (and/or any of its employees, agents, representatives, successors, assigns, and licensees, parent or subsidiary corporations) (collectively, “Producer”).

You hereby grant to Producer the full, complete, and irrevocable right to use in perpetuity throughout the world: (a) your name (orally and visually), voice, likeness and/or any biographical information concerning you (collectively, “Likeness”); and (b) your Submission, in any manner in and in connection with the production, distribution, exhibition and exploitation of the podcast production currently entitled “Jillian on Love” (the “Program”) and in and in connection with the advertising, marketing, promotion, and publicity for and/or related to the Program and of any distributor and/or exhibitor of the Program, in any and all media, versions and forms, now known or hereafter discovered or developed, in all languages, and in any ancillary exploitation thereof, free and clear of any and all claims for royalties, residuals or other compensation to you whatsoever. Producer may edit, modify, add to, and/or delete any elements or components of your Likeness as embodied in or in connection with the Program. You hereby waive any rights to privacy or publicity, whether granted by statute or common law, that you may have in connection with the use of your Likeness as described herein. You further agree that you recorded the Submission on your own device and that you have the necessary permissions of all identifiable people featured in your Submission (if any) to grant the rights granted by you herein.  

You understand and agree that Producer owns all rights in and to the Program. Further, you understand there is no obligation to include your Likeness and/or Submission in the Program. 

You agree that you will make no claim of any kind against Producer or any other party that distributes, exhibits or otherwise exploits the Program (or any portion thereof), as a result of any of the uses described herein, and you waive and release any and all claims against Producer and any other party that distributes, exhibits or otherwise exploits the Program (or any portion thereof), relating to use of your Likeness and/or your Submission, including without limitation, any claim relating to copyright, defamation (including libel and slander), false light, moral rights, and/or rights of privacy and/or publicity.  

You represent and warrant that you are authorized to enter into and execute this Agreement, to grant Producer all rights provided by this Agreement, and that the use of your Likeness and/or your Submission will not violate or infringe upon any rights of any third party and will not cause you to be in breach or violation of any agreements to which you are a party. 

This Agreement and its validity, construction, interpretation, and legal effect shall be construed in accordance with and subject to the laws of California applicable to contracts wholly performed therein.  In any action by you for breach of any provision hereunder, you agree that your exclusive remedy shall be an action at law for money damages and in no event shall you be entitled to injunctive or any other equitable relief and you will have neither the right to rescind or terminate this Agreement or any of Producer’s rights hereunder. Nothing in this Agreement shall limit or restrict any rights otherwise enjoyed by Producer under law or contract.  You acknowledge that Producer is proceeding in reliance on this Agreement.  This Agreement contains the parties’ entire understanding relative to its subject matter and cannot be amended except by a written instrument signed by the parties hereto.  Producer shall have the right to freely assign and license this Agreement and all or a portion of its rights hereunder, without your consent.