Customer Image and Testimonial Release
This Customer Image and Testimonial Release (“Release”) is executed by you (hereinafter “Participant”) on the one hand for the benefit of ServiceTitan, Inc. Participant has provided ST (as defined below) with Participant’s name, portrait, picture, voice, likeness, statements, interviews, testimonials, biographical information, and/or still photographic images and video images, or other recordings (including but not limited to the audio contained therein) (collectively “Performance”), in connection with the commercial campaign tentatively entitled [Favorite Things] (the “Campaign”).
For good and valuable consideration, which is acknowledged by Participant, Participant hereby irrevocably and unconditionally grants to ServiceTitan, Inc., and its partners, licensees, assignees, agents, customers, clients, affiliates and other successors-in-interest (hereinafter, collectively “ST”) the sole and exclusive right, but not the obligation, to use, publish, republish, and otherwise reproduce, modify, edit, alter, blur, distort, or make derivative works of Participant’s Performance, as ST sees fit in the exercise of ST’s sole discretion, in connection with the Campaign, and/or for any other legal purpose and in any and all accompanying or collateral material in any and all media throughout the world in perpetuity. Participant waives any right to inspect or approve the Performance prior to use. Participant further acknowledges and agrees that ST shall have no obligation to Participant for any compensation due in connection with the use of the Performance, unless otherwise set forth herein. Nothing herein shall be deemed to obligate ST to use Participant’s Performance in the Campaign, or to produce, release, distribute or otherwise use Participant’s Performance or the Campaign.
Participant herein acknowledges and agrees that Participant’s Performance is a work-for-hire for ST, and that ST shall own, in perpetuity, throughout the universe, all right, title and interest in and to the Performance and the Campaign, including but not limited to all copyrights, renewals and extensions thereof, free and clear of any and all claims for royalties and other compensation. If any provision of this Release or law or ruling does not fully vest in ST any of the rights set forth in this Release, Participant hereby irrevocably grants and assigns to ST all rights not so vested. To the fullest extent allowable under any applicable law, Participant hereby irrevocably waives or assigns to ST any so-called "moral rights" or "droit moral".
Participant understands that the Campaign is intended to highlight Participant’s experience with ST’s products and services. Participant hereby represents and warrants that Participant’s Performance, including the testimonials set forth therein, and the Campaign embodying such Performance fully, truthfully and accurately depicts Participant’s personal experience with ST’s products and services that Participant is currently using. Participant knowingly and voluntarily authorizes ST to attribute such statements to Participant, which are unbiased representations of Participant’s own opinions, feelings, perceptions, and/or beliefs. Participant shall immediately advise ST in writing if Participant’s Performance and/or any elements thereof are no longer full, truthful, and accurate.
Participant hereby releases and agrees to defend and indemnify ST from any claim, liability, loss, damage, cost or expense (together “claims”) that Participant may have against ST, including, without limitation, claims based upon any accident, personal injury, disability, death, property damage, or loss of any kind or nature suffered by Participant as a result of or arising from use of Participant’s Performance in the Campaign, or claims based upon invasion of privacy, libel, defamation or breach of rights of privacy and/or right of publicity, or any other 1-2
cause of action which may arise out of or relate to any alteration, blurring, distortion or use or exploitation of Participant’s Performance or as a result of any claim made by any third party which relates to a breach or claimed breach of the warranties and representations made by Participant herein. Participant represents and warrants that (i) he/she has full power and authority to enter into this Release and grant the license and rights described herein; (ii) he/she is of the legal age of majority in the jurisdiction in which he/she resides; and (iii) this Release does not in any way conflict with any existing commitment on Participant’s part. If Participant is not over the age of majority, the parent or guardian signing this Release on Participant’s behalf agrees that all warranties and representations made herein are as if they were made by said parent or guardian. Participant warrants and represents that he/she fully understand the contents hereof. These warranties and representations shall survive termination of this Release for any reason. This Release shall be binding upon Participant and Participant’s heirs, representatives, agents, successors and assigns.
This Release shall be governed by laws of California applicable to contracts negotiated, executed, and wholly performed within California. The state and, if applicable, federal courts located in Los Angeles, California shall have exclusive jurisdiction and venue in connection with any controversy or dispute arising out of this Release and the prevailing party shall be entitled to recover his, her or its reasonable attorneys’ fees and costs. The parties waive any claim that Los Angeles is an improper or inconvenient forum under the doctrine of forum non conveniens or otherwise.
This Release expresses the entire agreement between Participant and ST and shall replace and supersede all prior arrangements and representations, either oral or written, as to the subject matter hereof. In case any provision of this Release shall be invalid, illegal or unenforceable, such provision shall, to the minimum extent of such prohibition or unenforceability, be deemed severed from the remainder of such agreement and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No modification or additions to this Release shall be valid unless in writing and signed by both parties hereto. Participant agrees to sign additional documentation as ST may reasonably require in order to effectuate the purposes and intent of this Release. This Release may be executed in counterparts, each of which shall be deemed to be an original as against the party who signed it. Facsimile and scanned copies of this Release shall have the same force and effect as an original.