This Contribution Agreement (the “Agreement”) is entered into by and between you and Secure Transfusion Services, Inc. (“Company”)(each a “Party” and, collectively, the “Parties”) and is effective beginning when you accept this Agreement. BY CLICKING “I ACCEPT,” YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND YOU AGREE TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. By accepting this Agreement, you and Company, in anticipation of Company creating new works of authorship, which may provide you with publicity, agree as follows:
1) Definition of Contribution.
“Contribution” means the specific social media post(s) uploaded to a social media platform by you to be used by Company.
2) License to Use.
You grant Company and its agents, subsidiaries, affiliates, licensees, successors, and assigns (the “Company Entities”) an unrestricted, sublicensable, assignable, irrevocable, perpetual, worldwide, royalty-free, and fully paid-up right and license to reproduce, distribute, publicly perform, transmit, communicate to the public, publicly display, edit, create derivative works of, and otherwise use and exploit (collectively “Use”) the Contribution, in whole or in part, and alone or in combination with other contributions from third parties, in any audiovisual works, sound recordings, literary works, brochures, marketing materials (whether paid or unpaid), and the like (collectively, “Products”) authored, authorized, created, developed, licensed, or promoted by or on behalf of Company, for purposes of advertising, marketing, or promoting Company or any of Company’s products, goods, or services in any format or media, whether now known or hereafter developed.
3) Ownership; Results and Proceeds.
All results and proceeds derived from the Company Entities’ Use of the Contribution, including as embodied in Products, shall be owned exclusively by Company, including all copyrights therein, and no portion of such proceeds, if any, shall be shared with you. You irrevocably transfer, convey, and assign all copyrights and other rights in the Contribution, if any, to Company.
4) No Right to Prior Inspection; Privacy, Publicity, and Moral Rights.
You waive any right to prior inspection or approval of any Products. You further waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the Contribution or Products, or any portion thereof, including, without limitation, your name and voice, or any advertising or publicity relating thereto. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights, that you may have in or with respect to any Contribution or Products.
5) Your Representations and Warranties.
You represent and warrant to the Company Entities that: (a) you are fully authorized to grant the rights granted in this Agreement; (b) entering into this Agreement will not breach or otherwise violate any other agreement to which you are a party; (c) no authorizations shall be required from and no royalties shall be due to any other person or entity as a result of you permitting Company to create or Use the Contribution or Products in accordance with this Agreement; and (d) you have had the opportunity to consult with and have legal counsel review this Agreement prior to acceptance hereof, even if you have chosen not to do so. You understand that Company will rely on the terms of this Agreement and that neither you nor any other person shall have the right to enjoin the exploitation of the Contribution or any Product or to rescind any rights granted to Company hereunder. In the event of any breach of this Agreement by Company, your sole remedy shall be for recovery of monetary damages. You acknowledge and agree that Company (x) is under no obligation to Use the Contribution as authorized in this Agreement, (y) makes no representations or warranties not set forth in this Agreement, and (z) guarantees no amount or form of publicity as a result of Company’s Use of the Contribution or any Products.
6) Independent Contractor.
You agree that any services provided by you are as an independent contractor and not as an employee of Company.
This Agreement constitutes the entire agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements and representations between the Parties. Any amendment, modification or alteration of this Agreement must be in writing and signed by duly authorized representatives of both Parties. No failure or delay on the part of any Party in the exercise of any power or right under this Agreement shall operate as a waiver thereof and the waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of any other provision of this Agreement, and in the event that any provision is determined to be invalid or otherwise illegal, this Agreement shall remain in effect and will be construed in accordance with its terms as if the invalid or illegal provision were not contained herein. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law rules, and shall be deemed for all purposes to have been entered into in the State of California. You agree you are subject to the jurisdiction of the State of California and waive any right to defense for lack of jurisdiction or inconvenient forum. Venue for any and all disputes between you and Company including, but not limited to, any claims for violation of any statute, contract, tort or common law, shall lie exclusively in the state and federal courts located in or having jurisdiction over San Mateo County, California. Company may freely assign this Agreement and all rights and licenses herein, in whole or in part, and the Agreement shall be binding upon and benefit the successors and assigns of Company. As your services hereunder are personal in nature, you may not assign any of your rights or obligations under this Agreement to any third party. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement.