CITYGRID MERCHANT TESTIMONIAL AGREEMENT
1. THE PARTIES: My signature below will confirm the agreement between CityGrid Media, LLC (“CityGrid”) and me, _________________, regarding my testimonial (“Testimonial”).
2. PURPOSE: CityGrid’s “Merchant Testimonials” are part of an effort to showcase how CityGrid helps local businesses grow. They are intended to be an endorsement for CityGrid and the value that CityGrid has brought to these businesses.
3. CONTENT: I understand that the content of my testimonial, including any written statements made or approved by me and any video recordings and photographs made during interview(s), may be re-purposed and made available to be used by CityGrid in a number of ways including, but not limited to being displayed on CityGrid’s websites, in presentations, publications, video banners, exhibitions, advertisements, and sales materials..
4. RIGHTS: I hereby irrevocably assign to CityGrid all right, title and interest (including all copyrights and all extensions and renewals of copyrights) in and to each Testimonial, including any and all of my rights to commercially exploit each such Testimonial by any media and means now known or hereafter devised or invented, and the exclusive, irrevocable, worldwide and perpetual right to use, reproduce, publish, sell, perform, distribute, commercial or noncommercial display, exhibit, edit, change, add to, take from, translate, reformat, make derivative works from, license or reprocess my Testimonial (including portions thereof) in any manner, and to authorize and control the exploitation of the same in perpetuity and throughout the world. I understand that my Testimonial may include or be accompanied by my name, image, biography, photograph, picture, video, movie, or other likeness (collectively, my “Likeness”), and I give CityGrid the royalty-free right to so use my Likeness in connection with my Testimonial.
5. NO COMPENSATION: I understand and agree that I will receive no payment or compensation of any kind whatsoever now or in the future from CityGrid for the above identified uses. I acknowledge and agree that I am receiving adequate consideration in the form of increased exposure to my business.
6. VOLUNTARY PARTICIPATION: I attest that I have voluntarily agreed to provide a written testimonial and/or to be interviewed and to have such interview videotaped or otherwise recorded and that this document contains the entire and complete agreement concerning the use and preservation of my testimonial and/or interview. If any part of the agreement is found to be unenforceable, then that portion will be severed and the remaining portions will be valid and enforceable according to their terms. The parties further agree that any portion found to be invalid will be modified to the extent that would deem them to be enforceable.
7. RELEASE. I hereby forever release discharge and agree to save harmless CityGrid, its representatives, successors, assignees and licensees, from any and all claims, actions and demands arising out of or in connection with the use of any Testimonial and Likeness including, without limitation, any and all claims for invasion of privacy, infringement of any right of publicity, defamation (including libel and slander) and any other personal and/or other property rights, and I agree that I shall not now or in the future assert or maintain any such claim against CityGrid Media, its successors, assignees and/or licenses.
8. LEGAL. Each party agrees to abide by all applicable laws in connection with this Agreement. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other, and neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. Each party agrees to hold the other harmless from their acts of negligence or willful misconduct arising out of or in connection with this Agreement. This Agreement shall be construed under the laws of California and any dispute shall be venued in Los Angeles, California. This Agreement represents the entire understanding of the parties and shall not be modified or amended unless in writing and signed by both parties. This Agreement and any amendment hereto may be executed in several counterparts each of which shall be an original, but all of which together shall constitute but one and the same instrument.
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