ATTENDEE RELEASE AND WAIVER FOR VIRTUAL EVENT
This ATTENDEE RELEASE AND WAIVER FOR VIRTUAL EVENT (“Release”) is made by you in favor of Lifestages Media Inc. and Babypalooza Inc. (“Company”); as a condition to your participation in the virtual and live Babypalooza Baby & Maternity Expos and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
- Activities and Acknowledgment
You hereby consent to Company, its designees, and/or its licensees photographing, filming, taping, recording, and/or interviewing you during or in connection with the Event (collectively, “Activities”). You hereby consent to Company, its designees, and/or its licensees to using all materials posted, shared, created, or otherwise provided by you during or in connection with the Event, including, without limitation, any pictures, videos, posts, comments, or likes on any social media or online platform (collectively, “Materials”). Your Materials must (i) be original and created solely by you, (ii) comply with the rules of the applicable social media platforms, (iii) comply with all applicable laws, rules, and regulations, and (iv) not include (a) the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans, or (b) any person, or personally identifiable information about anyone, other than you, without consent. You acknowledge and agree that Company is the exclusive owner of all rights, titles, and interests in and to all of your contributions to the resulting products of the Activities (e.g., audio/video recordings), the Materials, and all elements and derivatives thereof (including, without limitation, all copyrights) (collectively, “Works”) on a “work made for hire” basis; but if any part of the Works is not a “work made for hire”, then you hereby covey, assign, and otherwise fully transfer to Company any and all of your respective past, present, and future rights, titles, interests, and privileges throughout the universe in and to that part of the contributions to the Works. If any moral rights or termination rights cannot be assigned or otherwise transferred under applicable law, then you hereby waive all rights to enforce the same in connection with the Works; and further consent to all actions of Company and Company’s successors, assigns, transferees, and licensees which would otherwise violate such rights.
- Grant of Rights
You hereby grant Company the non-exclusive, irrevocable, unencumbered, transferable, sub-licensable, royalty-free, fully-paid, perpetual, and worldwide right, but not the obligation, to use all or any part of your name, likeness, image, voice, statements, and performances, whether in original or modified form, in connection with all or any part of the Works in any and all languages, for any and all commercial and non-commercial purposes, and in any and all manners, mediums, and forms.
- Code of Conduct
You acknowledge that you have read the “Code of Conduct for Lifestages Media Inc.” found at the end of this Release (“Code of Conduct”); and you accept and agree to abide by its terms and policies.
- Termination; Survival
The Event may be cancelled by Company for any reason at any time and without liability. If the Event is cancelled for any reason or this Release terminated for any reason, then the following shall survive in perpetuity: (a) all defined terms under this Release and (b) the terms and conditions of sections 1, 2, 4, 6, 8, 9, 10, 11, 12, and 13 of this Release.
- No Further Compensation
You are not entitled to any further compensation, payments, or benefits (royalties, residuals, credits, accountings, audit rights, reimbursements, or otherwise) from or in connection with the Activities, any resulting products of the Activities, or any of the Works, except as expressly provided for under this Release.
- General Release
IN EXCHANGE FOR THE CONSIDERATION PROVIDED IN THIS RELEASE, YOU IRREVOCABLY AND UNCONDITIONALLY RELEASE AND HOLD HARMLESS COMPANY, COMPANY’S PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS, EMPLOYEES, PREDECESSORS, SUCCESSORS, ASSIGNS, TRANSFEREES, AND LICENSEES (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTIONS, JUDGMENTS, RIGHTS, FEES, DAMAGES, DEBTS, OBLIGATIONS, LIABILITIES, AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER KNOWN OR UNKNOWN, THAT YOU HAVE OR MAY HAVE AGAINST ALL OR ANY OF THE RELEASED PARTIES ARISING OUT OF, OR IN ANY WAY CONNECTED OR RELATED TO THIS RELEASE OR THE SUBJECT MATTER COVERED BY THIS RELEASE.
- Binding Arbitration; Waiver. You hereby irrevocably submit all disputes, controversies, and claims arising from or concerning this Release (including any exhibits, schedules, and appendices attached to or incorporated into this Release), the transactions contemplated hereby, or the parties’ relationship (collectively, the “Dispute(s)”) to binding arbitration administered in the State of Alabama. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE AS THE MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION PROCEEDING.
- Arbitration Rules. The arbitration shall be conducted in the State of Alabama before a single arbitrator designated by Lifestages Media Inc., as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where the LIFESTAGES APPOINTED ARBITRATOR’S Rules are silent. If there is any conflict between a provision of the LIFESTAGES APPOINTED ARBITRATOR’S Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Release, then the conflicting provision of this Release shall govern and control over the LIFESTAGES APPOINTED ARBITRATOR’S Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence; and the LIFESTAGES APPOINTED ARBITRATOR’S Rules shall govern and control over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this section 8 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
- Arbitration Process, Location, and Procedures. The party initiating the arbitration proceeding shall serve a written notice of arbitration on the other party in accordance with the LIFESTAGES APPOINTED ARBITRATOR’S Rules. The arbitration shall be held in Austin, Texas, United States of America; but if the LIFESTAGES APPOINTED ARBITRATOR’S Rules do not allow the arbitration to be held in Austin, Texas, United States of America, then the arbitration shall be held in the nearest geographic location thereto where LIFESTAGES APPOINTED ARBITRATOR’S is located (e.g., Dallas, Texas, United States of America). The arbitration shall be conducted in the English language. The arbitrator shall be selected in accordance with the LIFESTAGES APPOINTED ARBITRATOR’S Rules, unless otherwise agreed to by the parties to the arbitration. All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator. The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Release and shall be bound by applicable law.
- Arbitration Decisions and Awards.The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and in any event not more than forty-five (45) days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for the decision. The arbitrator shall have no authority to award punitive, exemplary, consequential damages, or other special damages, unless such an award is authorized by this Release or applicable law. The arbitrator shall have the authority to award attorneys’ fees, costs, and expenses if such an award is permitted under this Release or applicable law. Subject to any rights of appeal under this Release or applicable law, the final decision of the arbitrator shall be binding and conclusive on all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this section 8. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of Texas, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the parties, and any court order to enforce the decision, judgment, ruling, finding, award or other determination of the arbitrator shall be filed under seal.
- Arbitration Fees and Expenses. LIFESTAGES APPOINTED ARBITRATOR’S’s administrative and filing fees, the arbitrator’s fees, costs, and expenses and all other fees, costs, and expenses charged by LIFESTAGES APPOINTED ARBITRATOR’S and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, however, that the prevailing party of the arbitration may recover an award of its share of such fees, costs, and expenses if such an award is permitted under this Release or applicable law.
- Litigation; Waiver. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority or otherwise according to this Release or applicable law), you hereby irrevocably submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Travis County, Texas for the litigation of any and all disputes, controversies, and claims arising from or concerning this Release, and agree that it is not an inconvenient venue or forum.
- Limitation of Liability
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS RELEASE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL COST OF YOUR TICKET FOR THE EVENT.
- Successors and Assigns
Company may assign its rights or delegate its obligations, in whole or in part, without your consent or prior written notice to you, to (a) one or more of its subsidiaries/affiliates, or (b) an entity that acquires all or substantially all of the business or assets of Company to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. For purposes of this provision, “affiliate” means an entity which is subject to common control of Company. You may not assign your rights or delegate your obligations, in whole or in part, to this Agreement without the prior written consent of Company. Any purported assignment by you in violation of this section 10 shall be null and void.
- Governing Law
This Release is governed by the laws of the State of Texas and the applicable federal laws of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.
- Force Majeure
Company will not be liable or deemed in default for any delay, failure or interruption in performance under this Release resulting directly or indirectly, beyond its reasonable control, from any acts of God, civil or military authority, acts of the public enemy, war, acts of terrorism, riots, civil disturbances, labor strikes, insurrections, accidents, fires, explosions, earthquakes, floods, the elements, any government order or law, disease, epidemics, pandemics, or any other “force majeure” event. For the avoidance of doubt, the occurrence of such events shall not excuse you from completing payment of your ticket to the Event.
You represent and warrant that you have read, understand, and voluntarily enter into this Release; and that there is no obligation, disability, agreement, or adverse claim that restricts any rights, titles, or interests granted or conveyed by you herein. If a court or arbitrator, as applicable, with binding authority invalidates any term or condition of this Release, then the remainder will not be affected, and that court or arbitrator, as applicable, will reform the invalidated term or condition to the maximum extent possible consistent with the intent of this Release and applicable law. This Release sets forth the entire agreement and understanding between you and Company relative to the subject matter hereof; and shall inure to the benefit of and be binding on you, Company, and each’s respective successors, assignees, and transferees.
You shall NOT engage in any of the following activities in relation to any Events or Online Activity:
- Unless you are a paid sponsor, exhibitor, or speaker you may not advertise, promote, solicit, or sell any products, services, causes, activities, or events (1) at the Event, (2) on any of the Event’s websites or social media pages, (3) on any websites or social media pages of Lifestages Media Inc, its affiliates, or its subsidiaries, or (4) in any manner that may give the impression that those products, services, causes, activities, or events are affiliated, connected, or associated with or sponsored, approved, or endorsed by Lifestages Media Inc its affiliates, or its subsidiaries.
- Infringe, disparage, or otherwise violate any copyright, trademark, or other intellectual property rights of any person or entity, including Lifestages Media Inc, its affiliates, or its subsidiaries, or other Event attendees or participants.
- Disrespect the boundaries of another person.
- Invade the privacy of another person.
- Exhibit behavior that Lifestages Media Inc or any of its affiliates or subsidiaries believes is disruptive, violent, threatening, abusive, indecent, obscene, a nuisance, or illegal.
- Exhibit behavior that discriminates against or disparages any individual, group, or class of people based on race, nationality, religion, gender, gender identification, sexual orientation, disability, or age.
- Engage in sexual harassment of any kind, including unwelcome sexual attention or discussions, and inappropriate physical contact.
- Engage in any other conduct that Lifestages Media Inc or any of its affiliates or subsidiaries believes may (1) restrict or inhibit another person’s enjoyment of the Event; (2) pose a safety risk to or violate the legal rights of Lifestages Media Inc, its affiliates, or its subsidiaries; or (3) pose a safety risk to or violate the legal rights of any Babypalooza attendee or participant.