Disclaimer and Release of Liability
MEDIA RELEASE AND INDEMNITY AGREEMENT
This Release Agreement and Indemnity Agreement (“Agreement”) is made on [DATE] and is between Travel Costa Mesa (“TCM”) and visiting media and social media influencers ("Media"). TCM and Media are collectively referred to as the “Parties.” This Agreement is made in reference to the following facts:
Section One. Media represents and warrants that: (i) Media has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform its obligations hereunder without violating the rights of any third party; (ii) the work created by Media is wholly original with Media, and that the use of the work will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against Media and Media has not previously assigned, or pledged the work and will not do any of the foregoing with respect to such work; (iii) Media will comply with any Internet platforms’ terms of use and policies when posting work on such third-party Internet platforms; (iv) Media will not violate any applicable federal, state and local laws and regulations in providing the work, including, without limitation, any applicable, sweepstakes, contest or promotion laws or the FTC’s Endorsements Guides (as defined below). In no event will TCM’s approval of any work relieve Media of its responsibilities under this section.
Section Two. TCM is the exclusive owner or authorized licensor of TCM’s website, including all copy, software, graphics, designs and all copyrights, trademarks and other intellectual property or proprietary rights contained therein. Except as set forth herein, Media agrees not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials.
Section Three. (i) In no event will TCM be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not TCM has been advised of the possibility of such damages and (ii) in no event shall TCM’s liability for any direct damages exceed the amounts actually paid to Media during the most recent six (6) months. Media acknowledges that TCM has entered into this Agreement relying on the limitations of liability stated herein.
Section Four. Media hereby agrees, for him/herself, his/her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless and covenant not to sue TCM from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with the use of the work provided for TCM, including, without limitation, any and all claims for copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limitation of the foregoing, in no event will Media be entitled to, and Media waives any right to, enjoin, restrain or interfere with use of the work or the exploitation of any of TCM’s rights as provided herein.
Section Five. Media agrees to indemnify, defend and hold TCM and TCM’s representatives and agents harmless from and against any and all third party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, (i) Media’s work, (ii) Media’s web sites, products or services, (iii) Media’s breach of this Agreement and/or any of its representations and/or warranties contained herein, and/or (iv) a violation by Media of any applicable law, rule or regulation.
