1. Materials. You may offer film/video/photos/other content (“Materials”) to Univision from time to time. In the event Univision desires to license any such Materials from You, Univision will so notify You in writing by providing a notice (each such notice, a “Material Confirmation”).
2. Grant of Rights. You hereby irrevocably grants to Univision and to the other Univision Entities and their licensee’s, distributors and assignees, a license to include the Materials in any content produced by or for Univision or any of the Univision Entities (“Work”), including without limitation, the right to use their name, likeness, photograph, biographical information, audio and video recordings, and address (city, state) at Univision's discretion, and to advertise, broadcast, distribute, edit, exhibit, promote, record, webcast, podcast or otherwise commercially exploit the Work, including clips and excerpts therefrom, by any and all means, media, devices, processes and technology, whether now known or hereafter developed, including, without limitation, television, radio, internet, mobile, wireless, theatrical and home distribution, sound recording, publishing, commercial tie-up, and merchandising, in perpetuity throughout the universe; except that in countries that limit such licenses in time, the license shall remain in effect for the maximum period permitted by applicable law. Neither Univision, the Univision Entities nor any of their successors, Univision’s, assigns or distributors will have the obligation to use the Materials or to pay You or any third party any additional amounts for the rights granted herein or for the use or exploitation of the Material in any form or media, whether now known or hereinafter developed. You The foregoing grant of rights is exclusive unless otherwise set forth in the Material Confirmation.
3. Representations and Warranties. You represent and warrant to Univision that You: (a) own or otherwise control the worldwide copyrights to the Materials; (b) has no knowledge of any claim or potential claim by any party that might in any way affect any of the rights herein granted to Univision; (c) did not obtain the Materials, and is not aware that same were obtained, in violation of California Civil Code Section 1708.8 or other similar state laws; (d) guarantees the grant of rights hereunder does and will not in any way, directly or indirectly, infringe upon or otherwise violate any statutory or common law rights of any person or entity whatsoever, including, without limitation, copyrights, contractual rights, and rights of publicity or privacy; (e) will execute any further documents and do all acts necessary to fully effectuate the terms and provisions of this Agreement; (f) will not make any announcement (public or otherwise) concerning Univision or any of the other Univision Entities, this Agreement, or any of the rights granted herein; (g) guarantees that no actual sexually explicit conduct, simulated sexually explicit conduct or lascivious exhibition of genitalia, as described in 18 USC §§ 2256 et seq. and 28 C.F.R. §75.1 et seq., has been recorded in connection with the Materials; (h) has the right and is free to enter into this Agreement and to fully perform hereunder; (i) is competent to execute this Agreement and is 18 years or older and if the person executing this Agreement is the agent of You, the agent is duly authorized to sign this Agreement on behalf of You and both You and the agent will be bound by this Agreement. You will not use any information pertaining to Univision or any of the other Univision Entities' names or trademarks for any purpose whatsoever.
4. Indemnification. You shall defend, indemnify and hold harmless Univision, the other Univision Entities and their employees, officers, directors, agents, licensee’s, successors, assigns and distributors (the "Indemnified Parties"), from and against any and all claims, damages, liabilities, losses and expenses (including reasonable attorneys’ fees and costs) they suffer or incur on account of or in connection with the breach of any of Your representations and warranties set forth herein.
5. Miscellaneous. This Agreement: (a) constitutes the entire agreement with respect to the subject matter hereof; (b) supersedes all prior agreements and understandings, oral or written, between You and Univision with respect to the subject matter hereof; (c) may be amended only by written instrument signed by both parties; (d) shall be binding upon the parties’ heirs, executors, administrators and successors and (e) may be executed by original or facsimile or electronic signatures and in counterparts, each of which will be deemed an original but all of which together will constitute a single instrument. The legal relations between the parties shall be governed by and construed in accordance with the laws of Florida applicable to contracts made and performed in such State without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal law. You acknowledge and agree that Your sole remedy for any breach or alleged breach of this Agreement by Univision or any of the other Univision Entities shall be an action at law to recover monetary damages.
By sharing film/video/photos/other content (“Materials”) with Univision via any Social Media channel or platform, you acknowledge that you have read and accept the terms and conditions of the above Agreement in its entirety.