The 2018 VIVA GLAM Model Search
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TERMS AND CONDITIONS AGREEMENT
The following shall constitute the “Terms and Conditions Agreement” (hereafter known as (T&C Agreement) of that between KVD Brand, Inc., dba Viva Glam Magazine (hereafter known as VGM) and (“You,” “Your,” or “Yourself”) with respect to the services performed by You for VGM and the rights granted by You in connection with The 2018 VIVA GLAM MAGAZINE Model Search. These Terms and Conditions include Model Release rights and are hereby deemed incorporated herein. You and VGM shall collectively be referred to as “The Parties.”
1. Photo Submissions. Photos submitted for consideration will be published on VIVA GLAM Magazine’s website, vivaglammagazine.com, and if a winner, will also potentially be published in VIVA GLAM Magazine. You must have the rights to use, copy, display, publish, assign and license all of the images that you submit for the Model Search. All rights must be obtained prior to your submitting them for this Model Search. By entering and submitting these photos, You agree that You have the aforementioned rights and grant VGM the rights to use, copy, display, and publish.
You hereby release, discharge, and agree to hold harmless VGM, his/her heirs, legal representatives, or assigns, and all persons functioning under his/her permission or authority, or those for whom he/she is functioning, from any liability whatsoever in connection with the use of submitted materials, including but not limited to, any claims for libel, slander, right of publicity, invasion of privacy, copyright infringement, unfair competition, endorsement, trademark infringement, or dilution.
Any reasonable disputes brought by another party regarding the rights to submitted images will be cause for immediate removal of images from the the VIVA GLAM website and disqualification from the Model Search.
2. Grant of Rights. VGM shall own the right to use Your name (legal and/or professional), performances, personality, movements, image, picture, likeness, voice, sound effects, endorsement, statements, and approved biographical information in publicity, promotional, editorial, or pictorial materials in connection to this Model Search.
3. Publicity. You may promote, post, and share publicity of this Model Search and your entry on your personal media formats. However, should you make any derogatory, disparaging, or defamatory references to VGM or this Model Search, You will be immediately disqualified. Any proprietary or other confidential information obtained during your involvement with VGM, its products, or publications may not be disclosed.
4. No Agency Fees. VGM shall not be liable for any third-party payments including, without limitation, any brokers’, attorneys’, and/or agents’ fees and/or commissions in connection with Your entry or performance in this Model Search, subsequent photo/ video shoots, personal appearances, and/or the services to be performed and the rights granted hereunder.
5. VGM Control. VGM has no obligation to use materials submitted by You or later created by VGM. You acknowledge the sole right of VGM to final artistic and business control with respect to Your services and the results and proceeds thereof, including without limitation, the right of VGM to combine the results and proceeds of Your services hereunder with such other material and to add such special effects as VGM shall determine. You acknowledge and agree that You shall not have any right of approval or consultation with respect thereto. Notwithstanding any other provision of the T&C Agreement, VGM shall not be required to actually use Your services or to produce, publish, release, telecast, broadcast or use in any way the results and proceeds of Your services under this T&C Agreement.
6. Representations and Warranties. You represent, warrant, and covenant that:
(a) You are at LEAST EIGHTEEN (18) YEARS OF AGE;
(b) You have the sole right, power, and authority to enter into and to contract in your own name, to perform the services contemplated thereby, and to grant the rights granted therein;
(c) You have not made, and will not make, any agreement with any third-party which prevents or interferes in any way with the full and complete rendition of the services called for in this T&C Agreement or the exercise of the rights granted to VGM therein.
7. Public Image and Goodwill. You agree and acknowledge that you are rendering valuable services hereunder in connection with VGM’s image and goodwill. You agree that VGM shall have the right to terminate this T&C Agreement immediately without any further obligation of either party by providing written notice to you if any of the following occurs:
(a) in VGM’s reasonable opinion, You have disparaged VGM’s image, publications, and/or products
(b) in VGM’s reasonable opinion, You have done or said anything which reflects unfavorably upon VGM .≤s reputation;
(c) in VGM’s reasonable opinion, you have become the subject of publicity or controversy which may cause the public to hold you in disrepute;
(d) You have a material physical change or alteration which, in VGM’s reasonable opinion, interferes with VGM’s full and immediate benefit of your services hereunder; or
(e) You have misrepresented yourself in anyway during the application and Model Search process.
8. Indemnity. You shall defend, indemnify, and hold harmless VGM, its advertising agencies and production companies, and its respective licensees, parent, affiliates, successors, assigns, officers, directors, shareholders, employees, attorneys and agents, from and against any and all claims, damages, liabilities, and penalties (including without limitation, attorneys fees and costs) arising out of or in connection with any breach by You of any warranty, representation, promise, or undertaking made by You under the T&C Agreement. In the event that any legal action or proceeding shall be instituted or that any claim or demand shall be asserted against You or VGM with respect to which indemnification may be sought hereunder, VGM shall be entitled to control the litigation and settlement in any such action and that such action is to take place in California.
9. Notices. (a) Any notices to be made shall be made in writing and shall be sent with postage prepaid. Each party may by written notice to the other party change the address to which notices or payments thereafter shall be sent. All prizes to You shall be made payable to You, and all prize payments to You shall be sent to the address set forth on this T&C Agreement. All notices to VGM shall be sent to:
VIVA GLAM MAGAZINE
Attn: Model Search
4821 Lankershim Blvd., F-345
Los Angeles, CA. 91601
Nothing in the T&C Agreement shall be construed so as to require any illegal act. Any conflict between any provisions thereof and any law or requirement with the force of law shall be restricted to the extent necessary to bring it within the applicable requirements. Any invalid provision(s) shall be severed and of no effect, and the remaining provisions shall continue in full force and effect as if the invalid provision(s) had never been contained herein.
The T&C Agreement, and its validity, construction, and effect, shall be governed by and enforced in accordance with the internal laws of the State of California
11. Payment of Prize. Should you be selected the winner of the VIVA GLAM 2018 Model Search, You will be notified by VGM via email and telephone. You must confirm acceptance of this title and the award of subsequent prizes in writing by responding to the VGM email correspondence informing You that You have been selected as the winner.
VGM shall have no obligations under the T&C Agreement unless and until VGM has received: (a) fully-executed originals of the T&C Agreement (including, without limitation, this Terms and Conditions Agreement and Model Releases); and (b) such other completed forms or documentation as VGM shall reasonably require consistent with the T&C Agreement, including, without limitation, documents evidencing proof of age (e.g. birth certificate or driver’s license).
You will receive the “gift bag of amazing goodies” within 30 days of the execution date of the aforementioned agreements, forms, and/ or documentation. You will be featured in VIVA GLAM magazine within one year of this same date.
For the “photo shoot in an exotic location,” VGM shall provide travel arrangements and accommodations within reason. You agree to provide your modeling and related services for the VIVA GLAM MODEL Winner photo and/ or video shoot(s). You agree to be available on the day prior to the photo and/or video shoot(s) for wardrobe fittings. You agree to be available and perform services for the shoot day(s) as requested by VGM and at such times and locations as VGM may determine, subject only to your bona fide professional obligations to third parties pre-existing on the date that VGM gives you notice of such travel dates. You agree to use your best efforts to arrange your schedule so as to be available as required by VGM.
Should You fail to confirm notification of or refuse to accept the prize/ winning title within 30 days after You are notified that you have been selected as the winner, You forfeit the prize and title and another winner may be selected.
12. No Injunctive Relief. Your sole right as to any breach or alleged breach of the T&C Agreement by VGM shall be the recovery of monetary damages, if any. In no event may You terminate or rescind the T&C Agreement, any rights granted under the T&C Agreement or obtain injunctive relief to restrain the production, distribution, exhibition, or use of the results and proceeds of Your services or any publications or productions based thereon (or any rights therein) or obtain any other equitable relief.
13. Arbitration. The Parties agree that all disputes, claims, and other matters in controversy arising out of or relating to the T&C Agreement (excluding, with respect to VGM’s right to seek injunctive relief) shall be submitted to binding arbitration in accordance with the provisions and procedures of this paragraph and all its sub-parts. You waive any right you may have had to file a lawsuit or administrative claim against any shareholder, director, officer, employee, attorney or agent of VGM for any claim, cause of action, damage, cost or expense arising from, in connection with, or relating to the T&C Agreement. The arbitration provided for in this paragraph shall take place in Los Angeles County, California, in accordance with the Rules of the American Arbitration Association (“AAA”). The arbitration shall be held before and decided by a single neutral arbitrator. If the parties cannot agree upon the arbitrator, the arbitrator shall be selected by AAA. The Parties shall mutually agree upon the date and location of the arbitration in Los Angeles, California, subject to the availability of the arbitrator. If no agreement can be reached as to the date and location of the arbitration, the arbitrator shall appoint a time and place, except that the arbitrator shall give not less than 30 days notice of the hearing unless the parties mutually agree to shortened time for such notice.
14. Entire Agreement. The T&C Agreement constitutes the entire agreement between the parties with respect to the within subject matter, and no waiver, modification, or addition to the T&C Agreement shall be valid unless in writing and signed by the parties hereto. The T&C Agreement shall supersede any and all prior or contemporaneous agreements between the parties hereto.
15. Term. The term of this letter agreement shall begin on the date that it is fully-executed and shall end 2 years after.
By submitting Your entry into the 2018 VIVA GLAM Model Search, you hereby agree to the terms and conditions contained in this Terms & Conditions Agreement.