Promotions Agreement and Personal Release
This Promotions Agreement (the “Agreement”), by and between Donuts Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “Donuts”) and the entity or individual listed below as entered in the fields required for submission (“You” or “Yourself”), is made and effective as of the last date below (the “Effective Date”). In this Agreement, Donuts and You may be referred to individually as a “Party” and collectively as the “Parties.” The mutual promises, covenants, and licenses in this Agreement constitute adequate consideration by and between the Parties.
- Compensation. As consideration for its use of Promotional Materials (as defined below) by Donuts pursuant to this Agreement, Donuts will pay you an amount in US Dollars that is mutally agreed upon in writing between you and Donuts, with email being sufficient.
- License. Subject to the terms and conditions of this Agreement, You grant Donuts an unlimited, non-exclusive, worldwide, and royalty-free right and license to publish, reproduce, modify, translate, display, transmit, distribute, and otherwise use Your name, statements, quotes, trademarks and logos, as well as the image, likeness, voice recordings, videos, and photographs of You or which are submitted by You to Donutsfor the creation and use of marketing materials promoting Your domain name, Your use of Your domain name, Donuts products and services, and for any other commercial and business purpose Donuts may choose (collectively, the “Promotional Materials”). The Parties acknowledge and agree that this Agreement: (i) shall become binding on each respective Party immediately upon execution and (ii) shall be and remain irrevocable by any Party from and after the Effective Date, subject to the terms in Section 3 (Termination) below.
- Your Obligations. You hereby represent, warrant, and agree that Donuts’s use of the Promotional Materials will not infringe on the copyright or intellectual property rights or violate any right of publicity, privacy, or any other right of any person or entity. You agree that it is Your sole responsibility to obtain all permissions and releases necessary for the grant of the rights contained in this Agreement. You agree to Donuts’s use of the name, statements, quotes, images, likeness, voice, recordings, videos, and photographs of You or other third parties included in the Promotional Materials, which may be edited, copied, exhibited, published, modified, translated, reproduced, displayed, transmitted, distributed, or otherwise used by Donuts, including for advertising, marketing, promotional, and any other commercial and business purposes, without inspection or further agreement or approval by You of the Promotional Materials or of the use to which they may be applied. You further agree that regardless of any compensation You may receive for any use of the Promotional Materials by Donuts, Donuts is not obligated to use the Promotional Materials. You further represent, warrant, and agree that any and all of Your employees or other third parties featured in the Promotional Materials provided by You have acknowledged that they do not and will not have the right to any royalties, compensation, intellectual property, or final approval with regard to Donuts’s use of the Promotional Materials. For the avoidance of doubt, You acknowledge that You are fully responsible for informing Your employees or other third parties, as they may be depicted in or associated with the Promotional Materials, of this Agreement and where appropriate, to reasonably provide, inform, and facilitate Donuts’s presentation of this Agreement to those employees or other third parties. At Donuts’ request, You must provide evidence of written approval and acknowledgement of this Agreement by any employee or third party in or associated with the Promitional Materials You hereby release and discharge Donuts from any claims and all causes of action on account of, or in any way emenating from, or from the use of, the Promotional Materials. You also do hereby agree to indemnify, defend, and hold Donuts, it directors, officers, affiliates, employees, and independent contractors, harmless for any and all claims by You, Your employees or other third parties in or associated with the Promotional Materials that arise out of this Agreement, including without limitation, defamation, invasion of privacy, confidentiality, rights of publicity, copyright, intellectual property, trade secrets, misappropriation of personality, infringement or violation of any third-party rights, Your failure to adequately notify Your employees or other third parties of this Agreement, Your failure to obtain the agreement of Your employees or other third parties, Your failure to reasonably inform, facilitate and provide Donuts’ with required Agreements to those employees or other third parties where it applies or as requested by Donuts, or Your breach of the representations, warranties, covenants, terms, and conditions provided in this Agreement.
- Termination. Either Party may terminate this Agreement at any time by providing written notice to the other Party at the email address listed below (“Termination Notice”). The indemnification and license sections in this Agreement will survive the Termination Notice for all Promotional Materials created prior to the Termination Notice. Donuts may terminate or suspend this Agreement immediately, and at any time, and freeze all associated funds and payment, without notice, if Donuts determines, in its sole discretion, that You or any person associated with You and the services being provided is a sanctioned person that is subject to or the target of sanctions or restrictions under U.S. economic sanctions or export controls such that Company is prohibited by law from continuing the Agreement.
- Miscellaneous. Except as expressly provided herein, no license or right in any intellectual property, including any trademark, or associated goodwill of either Party is granted or otherwise transferred by virtue of this Agreement. This Agreement will be governed by the internal laws of the State of Washington, without regard to its conflict of law principles. The Parties agree that any legal action or proceeding concerning this Agreement will be commenced only in the state or federal courts of King County, Washington. You may not assign any of your rights or obligations under this Agreement and any such assignment in violation will be null and void except that either party may assign or otherwise transfer this Agreement without the consent of the other party in connection with a merger, acquisition or sale of all or substantially all of its assets, or to any affiliate or as part of a corporate reorganization. If any term, condition, or provision of this Agreement is found to be invalid, unlawful, or unenforceable to any extent, only the offending portion shall be stricken and the remainder of this Agreement will remain in full force and effect. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement. This Agreement contains the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior discussions, agreements, arrangements, understandings, whether orally or in writing, between the Parties. You hereby represent and warrant that You are at least 18 years old (or the age of majority in Your state, province or territory of residence, whichever is older) and have the full power and authority to enter into this Agreement and to grant all rights and fulfill all obligations provided herein. You have read the above Agreement before signing below, and You are familiar with its contents. This Agreement is binding upon You and Your heirs, legal representative, licensees, successors, and assigns. You may not assign this Agreement without the express written consent of Donuts.