Esportz Entertainment Corp. Story IP Purchase Agreement
Acknowledgment, Informed Consent, Express IP Transfer, Waiver of Liability,
I, hereby request that Esportz Entertainment Corp. (the “Company”) consider using and purchasing the exclusive rights to publish and distribute my photography and or video content which I submitted to the Company via the Esportz Network website or through a Dropbox link (the “Application”) upon submission, followed by payment of the amounts agreed to and referenced in the Esportz Entertainment Corp, Esportz Network Application (the “Fees”). I understand and acknowledge that this IP Purchase Agreement is a commercial transaction whereby I am selling and exclusively transferring my rights and that doing so will significantly limit my and other third parties’ rights to the same after the sale, including but not limited to, all press releases, and other placements, publications and dissemination of my content as any of the same must be by and through the Company only.
I further understand that upon payment of the Fees, representatives of the Company may take and edit photographs, videos, and/or create other depictions of the Story Intellectual Property (the “Depictions”). I also grant permission to use my photos and or video content, whether contained in any digital and/or printed media (the “Images”) in any and all of the Company disseminations and/or publications, including but not limited to web-based publications, news sites, websites, streaming media, social media, photo and video sites, sales and marketing materials, without further payment or other consideration other than payment of the Fee. I acknowledge that I am an independent contractor attempting to sell my content to the Company and I have not been requested to do anything other than what is contained in this Agreement by the Company, and as such, the Company does not owe me any cost, fee, expense, reimbursement or other charge, except for the Fee in the event that the Company elects to purchase the photo and or video content Intellectual Property and Materials.
Usage of the Photo and or Video Intellectual Property, Depictions and Images, Indemnification, Enforceability, Disputes
I acknowledge, represent and warrant that all information, documentation, photos and or videos and other materials provided to the Company by me which are a part of or related to the photo and or video Intellectual Property (collectively, the “Material”), have not been previously transferred to any third party. I acknowledge and agree that the Material, including without limitation, all copyrights, trademarks and other intellectual property rights, will be exclusively licensed to the Company in perpetuity, free and clear of any and all other claims or rights of other third parties to use the same upon payment by the Company of the Fee.
I hereby agree to indemnify, hold harmless and defend the Company, its affiliates, members, officers, director, owners and agents (the “Indemnified Parties”) from any and all losses, liabilities, costs, expenses, fees (including reasonable attorney and expert witness fees), obligations, duties, claims, and causes of action arising out of or in any way related to any breach of this Agreement or any representation and/or warranty by me and/or the infringement upon the rights of any third parties of the Material and/or my conduct.
If any provision of this Agreement is declared unenforceable as stated, it is the desire of the parties that such unenforceable terms be modified to the extent reasonably necessary to make the provision legal, valid and binding and the remainder of this Agreement shall be unaffected.
In the event of any dispute between the parties to this Agreement, the non-prevailing party will pay the reasonable costs, fees and expenses (including without limitation attorney and expert witness fees) of the prevailing party. This Agreement shall be binding upon me and my heirs, legal and personal representatives, assigns and anyone else who may claim any rights from or through me. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles and the sole and exclusive jurisdiction and venue for any dispute concerning this Agreement shall be in the state or federal courts located in Orange County California and I hereby agree to submit to personal jurisdiction in those venues for any such dispute and irrevocably waive any and all rights to object to such jurisdiction.
I have read this Agreement, understand its terms, and acknowledge the following: I am waiving significant rights by signing it, I have signed it voluntarily, knowingly and without any inducement or assurance of any nature, I have consulted with any and all advisors I believed necessary to fully appreciate the content and consequences and I intend it to be a complete and unconditional release of my rights set forth herein.