This Podcast Participant Agreement (“Agreement”) governs your participation as a host, guest, or other participant on one or more podcasts, videos, or other audiovisual recordings (“Podcasts”) produced by Vandelay Sound Exports, Inc. (“Vandelay”). This Agreement is agreed to between you or, if you are participating in a Podcast on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”) and Vandelay.
By entering into an Order with Vandelay, by clicking “I agree” to this Agreement, or by participating in any Podcast, You agree to enter into and be bound by this Agreement. Podcast guests, hosts, and other participants must be 18 years of age and older. By entering into this Agreement, you represent and warrant that you are over 18 years of age. If you are entering into this Agreement on behalf of an Entity, you represent and warrant that you have authority to bind that Entity to the terms of this Agreement. If you do not have such authority, or you do not agree to be bound by the terms of this Agreement, do not enter into an Order, click “I agree,” or participate in any Podcast.
Definitions. All capitalized terms used in this Agreement will have the meanings given to them herein. All other terms used in this Agreement will have their plain English (U.S.) meaning.
Term. This Agreement is entered into as of the earlier of (1) the date You first participate in any Podcast, (2) the date You enter into an Order with Vandelay, or (3) the date You click “I agree” to this Agreement (the “Effective Date”) and will continue until terminated as set forth herein.
Orders. You may enter into one or more written documents with Vandelay describing Your participation in one or more Podcasts and referencing this Agreement (each, an “Order”). Once accepted by Vandelay, all Orders are incorporated by reference into this Agreement. To the extent of any conflict between this Agreement and an Order, this Agreement will control.
Compensation
4.1 Goodwill. Most Podcast guests, hosts, or participants are not financially compensated for their participation in Vandelay’s Podcasts. If You have not entered into an Order or other agreement with Vandelay setting forth the financial compensation to be paid to you, the total consideration Vandelay will provide in exchange for Your participation in the Podcasts is the intangible value, publicity, and goodwill You will gain by participating in a Podcast that may be distributed, streamed, reproduced, or published by Vandelay. By entering into this Agreement, You hereby acknowledge the sufficiency of the consideration set forth herein.
4.2 Fees. If Vandelay has agreed to financially compensate You for Your participation in one or more Podcasts, Vandelay will pay You the fee(s) set forth in Orders or otherwise agreed upon between You and Vandelay in writing (“Fees”) for Your participation in those Podcasts which Vandelay has accepted. Vandelay may adjust the Fees upon written notice to You. Payment of all Fees and expenses will be in accordance with terms and conditions set forth in the Order or otherwise agreed by You and Vandelay in writing.
4.3 Materials & Expenses. Vandelay may require You to participate in Podcasts at a Vandelay facility or may allow You to participate remotely. If You participate remotely, except as otherwise agreed by Vandelay in writing, You will provide at Your own expense all equipment, tools, and other materials necessary, in Vandelay’s sole discretion, for You to participate in a Podcast, including a high-speed internet connection, computer, camera, microphone, headset, and quiet space for participation. Subject to the terms set forth in this Section 4.3, You may invoice Vandelay for reasonable out-of-pocket expenses that are within Vandelay’s then-current expense reimbursement guidelines and that are necessarily and actually incurred in connection with Your participation in the Podcasts, but only if Vandelay has previously approved such expenses in writing and You have provided supporting documentation. You acknowledge and agree that necessary travel must be via coach or economy class and that lunch expenses are not reimbursable by Vandelay. To avoid doubt, Vandelay will not reimburse You for expenses that Vandelay has not pre-approved in accordance with this Section or for which supporting documentation is not submitted, or for amounts not invoiced within ninety (90) days of the date on which they are incurred.
Grant of Rights.
5.1 Contributions. You hereby grant Vandelay and its licensees, successors in interest, and those acting under its authority and permission (collectively, the “Licensed Parties”), the absolute and irrevocable right and permission to (a) film, videotape, photograph, and/or record (in any medium) Your image, actions, photograph, voice, speech, statements, performance, and/or any other likeness (the “Image and/or Voice”) in connection with the Podcasts (collectively, the “Recordings”), (b) collect or receive Your voice, name, picture, portrait, image, video or photograph actions, likeness, appearance, and biographical information (“Identifiers”), (c) receive any images, photographs, artwork, trademarks, videos, or other materials provided to Vandelay by You or Your agents or representatives (“Materials”), and (d) use, display, publicly distribute, broadcast, transmit, reproduce, create derivative works of, publish, and exhibit without restriction, limitation, or further compensation, the Image and/or Voice, the Recordings, Identifiers, and the Materials (collectively, the “Contributions”) worldwide, in perpetuity, in whole or in part, for any and all legal purposes whatsoever, including, without limitation, exhibition, illustration, advertising, publicity, commercial and trade purposes, in any and all media known or hereafter developed, including, without limitation, print publication, public broadcast, and online and digital media, including, without limitation, all podcast hosting services and through Vandelay’s website located at https://vandelaysound.com/cuethecrew (or any successor address as designated by Vandelay) and social media outlets, individually or in conjunction with other photography, video, audio, or other recordings.
5.2 No Inspection. You waive any right that You may have to inspect or approve the Licensed Parties’ use of the Contributions or the advertising copy, printed matter, or other material that may be used in connection with the use and/or publication of the Contributions. You acknowledge that Licensed Parties are not obligated to use the Contributions, in any manner at any time, and that the rights granted herein by You do not confer to You any rights of ownership in the Recordings or any other materials and footage produced hereunder, or any part thereof. You acknowledge that Vandelay is the absolute owner of the Recordings and all materials into which the Recordings are incorporated, as well as all right, title, and interest therein, including copyright.
5.3 Release. You hereby release the Licensed Parties along with their respective employees, agents, affiliates, sponsors, trustees, or other representatives, from any and all claims, demands, or causes of action, in law or equity, whether known or unknown, arising out of the use of the Contributions used in accordance with the terms of this Agreement, including, without limitation, for libel, slander, invasion of privacy, infringement of copyright or right of publicity, or any other claim related to the Contributions.
5.4 Control. You acknowledge that Vandelay retains sole and complete control over all aspects of the Contributions, including, without limitation, the branding, look and feel, distribution, streaming, reproduction, content, and publishing of the Contributions, and can cease distribution, streaming, reproduction, and publishing at any time. Vandelay makes no guarantee that Vandelay will distribute, stream, reproduce, or publish the Contributions. Vandelay reserves the right to monitor the downloading of the Contributions and may terminate the distribution, streaming, reproduction, and publishing of any Contributions immediately for any reason.
5.5 Further Assurances. You agree to execute and have executed any applications, assignments, instruments, or other documents, and perform such reasonable acts, as Vandelay may deem reasonably necessary or advisable to confirm and vest in Vandelay all intellectual property rights throughout the world in and to all Contributions as specified in this Section 5 and to reasonably assist Vandelay in procuring, maintaining, enforcing, and defending such intellectual property rights throughout the world.
Representations and Warranties. You represent, warrant, and covenant that: (a) You have the full right, power, and authority to enter into this Agreement, to grant Vandelay the rights and licenses set forth herein, and to perform Your obligations hereunder; (b) neither the Contributions, nor the Licensed Parties’ use of the Contributions or exercise of the rights granted in this Agreement, will infringe upon or violate any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or intellectual property right of any person or entity, whether contractual, statutory, or common law; (c) no consent or authorization from any third party is required in connection with Your performance under this Agreement; (d) You will comply with all applicable federal, state, and local laws and regulations while participating in any Podcast or performing under this Agreement; (e) You will obtain any required permissions, waivers, licenses, and releases required, or desirable, to provide Your Contributions and grant the rights and licenses set forth herein; (f) the Contributions contain no matter which is obscene, libelous, or in violation of any right of any third parties, including any right of privacy; (g) while participating in any Podcast You will not make, and Your Materials will not contain, any false, misleading, or inaccurate statements; (h) all advice and instruction contributed by You to the Contributions is safe and sound, and is not negligent or defective in any manner; and (i) the Contributions have not been published in whole or in part prior to Vandelay’s publication of the Contributions. You agree to indemnify, defend, and hold Vandelay harmless from any and all damages, costs, claims, expenses, or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by You of the representations and warranties set forth in this Section.
Termination. Either party may terminate this Agreement, and any or all Orders, upon written notice to the other party if the other party is in material breach of this Agreement and fails to cure that breach within 15 days after receiving written notice of the breach. Vandelay may terminate this Agreement, and/or any Order, for convenience at any time upon 15 days’ written notice to You. If Vandelay terminates the Agreement or an Order for convenience, Vandelay shall pay You, as Vandelay’s sole and exclusive obligation and Your sole and exclusive remedy, any Fees due for Your participation in Podcasts accepted by Vandelay prior to the date of termination.
Notice. All notices, reports, consents, authorizations, and approvals to be given by a party under this Agreement will be in writing and will be delivered electronically via authentic e-sign platforms (e.g., DocuSign, Adobe Sign, or similar services) to the other party at its respective email address provided in connection with this Agreement or an Order. All notices will be effective upon electronic confirmation of delivery (or when delivery is refused). Either party may change its email address for notice by giving notice of the new address to the other party through the same electronic means.
General. Your relationship with Vandelay under this Agreement is that of an independent contractor. Nothing herein shall be construed to create a partnership, joint venture, or employer-employee relationship. You are not Vandelay’s agent and are not authorized to make any representation, contract, or commitment on Vandelay’s behalf. This Agreement is entered under and shall be governed by Texas laws without regard to the conflicts of law principles. Any proceeding arising relating to this Agreement must be brought in a state or federal court in Collin County, Texas, and each party irrevocably submits to the jurisdiction and venue of such courts. Any provision of this Agreement determined to be illegal or unenforceable will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect. This Agreement is not assignable by You without Vandelay’s prior written consent. No waiver by a party of any breach of this Agreement by the other party shall be a waiver of any preceding or succeeding breach. No waiver by a party of any right under this Agreement shall be construed as a waiver of any other right. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous agreements among the parties, written and oral, in respect of the subject matter hereof. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.