These are the terms and conditions, and constitute a binding agreement (the “Agreement”) between you (the “Guest”) and Opening Arguments Media, LLC (the “Company”) in connection with your prospective appearance on “Opening Arguments” (the “Podcast”). In exchange for the opportunity for the Guest to appear on the Podcast, receipt of which is hereby acknowledged and whose sufficiency as consideration is hereby affirmed, the Guest hereby understands, acknowledges, and agrees as follows:
- The Company is a for-profit enterprise engaged in the business of producing and marketing the Podcast, as well as merchandising, branding, and creating secondary materials, including derivative works such as books, from the Podcast.
- The Company owns and reserves all copyright, trademark, and other intellectual property rights in all of the audio and visual content of the Podcasts, including without limitation the content of each show, the show notes, the graphic image(s) associated with each episode, and each and every tangible and intangible thing to the fullest extent protected by law.
- Guest agrees that any rights that the Guest may have in the Podcast or the Guest’s contribution to the Podcast are hereby assigned to the Company and its agents and assigns, and that the Company shall be exclusively entitled to use, or to assign or license to others the right to use, the Podcast and any recorded material that includes the Guest without restriction in the media in perpetuity throughout the universe and without liability to the Guest, and the Guest hereby grants any consents required for those purposes. Guest also agrees to allow the Company, and any of its assignees or licensees to use the Guest’s contribution, photograph, Podcast footage, and biographical material to connection not only with the Podcast, but also in any advertising, marketing or publicity for the Podcast and in connection with any secondary, ancillary, or derivative products associated with the Podcast. Guest understands and acknowledges that the Guest may not reproduce, in whole or in part, any portion of any Podcast, whether or not such portion includes the Guest’s appearance, in any medium without the express written consent of the Company.
- Guest is hereby granted the license to use the Podcast logo on social media, including without limitation Facebook, Twitter, and Instagram, solely in connection with a working hyperlink to the Podcast episode on which Guest has appeared.
- Guest understands that the Company and its employees and agents are relying upon this Agreement in spending time, money and effort on the Podcast and the Guest’s participation in it, and that the Agreement, for this and other reasons, shall be irrevocable.
- Guest specifically, but without limitation, waives, and agrees not to bring at any time in the future, any claims against the Company, or against any of its assignees or licensees or anyone associated with the Podcast, that include assertions of (a) infringement of rights of publicity or misappropriation (such as any allegedly improper or unauthorized use of the Guest’s name or likeness or image), (b) intrusion (such as any allegedly offensive behavior or questioning or any invasion of privacy), (c) false light (such as any allegedly false or misleading portrayal of the Guest) (d) infliction of emotional distress (whether allegedly intentional or negligent), (e) breach of any alleged contract (whether the alleged contract is verbal or in writing) (f) allegedly deceptive business or trades practices, (g) copyright or trademark infringement, (h) defamation (such as any allegedly false or misleading statements made on the Podcast), (i) violations of Section 43(a) of the Lanham Act (such as allegedly false or misleading statements or suggestions about the Guest in relation to the Podcast or the Podcast in relation to the Guest), (j) fraud (such as any alleged deception or surprise about the Podcast or the consent agreement), (k) breach of alleged moral rights, or (l) tortuous or wrongful interference with any contracts or business of the Guest.
- The Company’s failure fully to assert any of its right(s), or failure to insist on strict performance of any covenant or obligations, regardless of the length of time for which such failure continues, shall not be deemed a waiver of any right, including the right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any default by Guest shall constitute a consent or waiver of any other breach or default in the performance of the same or any other obligation.
- This is the entire agreement between the Guest and the Company or anyone else in relation to the Podcast, and the Guest acknowledges that in entering into it, the Guest is not relying upon any promises or statements made by anyone about the nature of the Podcast or the identity of any other Guests or persons involved in the Podcast.
- Although the Guest agrees not to bring any claim in connection with the Podcast or the production, if any claim nevertheless is made, the Guest agrees that any such claim must be subject to the laws of the State of Maryland, irrespective of its conflicts of laws rules, and must be brought before, and adjudicated by, only a competent court located in the State of Maryland.
If you have any questions in connection with this Agreement, please contact legal counsel for the Company, The Law Offices of P. Andrew Torrez, at (240) 230-7309 or via email at firstname.lastname@example.org.