CONSENT, ASSIGNMENT, AND RELEASE
PLEASE READ THIS CONSENT, ASSIGNMENT, AND RELEASE ("RELEASE") CAREFULLY. BY ACCEPTING THIS RELEASE, YOU WILL BE WAIVING LEGAL RIGHTS.
In consideration for allowing me, my child(ren) or ward(s) (collectively, "Minor(s)"), and any other featured individuals (together with me and Minor(s), the "Featured Individuals") to participate in the Minnesota United FC Fan Cutouts program (the "Program"), including the possibility of appearing in a Major League Soccer visual production(s) (collectively, "Production"), the receipt of which shall be sufficient consideration for this Release, I do hereby:
- assign to the MLS Entities (as defined below) all worldwide right, title, and interest in or to the image(s) of the Featured Individuals that I am voluntarily submitting to Minnesota United Soccer Club, LLC d/b/a Minnesota United FC (hereinafter referred to as the "Club") and/or that are captured through technology provided to me by the MLS Entities (collectively, the "Image(s)"), including, but not limited to, all trademarks, copyrights, and other intellectual property rights in and to the Image(s), and the likeness, image, name, words, voice, biographical information, and/or other attributes (collectively, "Personal Information") of each of the Featured Individuals (collectively, "Image Rights");
- grant the MLS Entities the right to use the Image(s) for the purpose of creating a fan cutout(s) (the "Fan Cutout(s)") by reproducing, altering, and printing the Image(s), and to place the Fan Cutout(s) in seats at Allianz Field (the "Stadium"), such that the Fan Cutout(s) may be visible to those at the Stadium and the audience viewing Games (as defined below) at the Stadium via television and/or other media;
- grant the MLS Entities the right to include in the Production, separate and apart from the Image(s) and Fan Cutout(s), Personal Information of each of the Featured Individuals that I am voluntary submitting to the Club (the "Submitted Information");
- represent that I am the parent or legal guardian of all Minor(s) on whose behalf I am agreeing to this Release, that I own all Image(s), Image Rights, and Submitted Information and/or have all necessary authorization from all applicable rightsholders, and that I have the express permission and authorization of all Featured Individuals to submit the Image(s) and Submitted Information to the Club and to agree to this Release on their behalf;
- consent to use of the Image(s), the Fan Cutout(s), the Submitted Information, or any part thereof, by the MLS Entities in connection with advertising, publicizing, and exploiting any Production and acknowledge that I have no right of approval of the use of the Image(s), the Fan Cutout(s), or Submitted Information in any Production; and
- represent and warrant that I am 18 years or older and that this Release does not conflict with any existing commitments on my part.
TO THE FULLEST EXTENT PERMITTED BY LAW, I, FOR MYSELF AND ON BEHALF OF ALL OF THE OTHER FEATURED INDIVIDUALS, AGREE TO INDEMNIFY, RELEASE, FOREVER DISCHARGE, AND HOLD HARMLESS MINNESOTA UNITED SOCCER CLUB, LLC d/b/a MINNESOTA UNITED FC, THE OTHER MLS ENTITIES, and their respective owners, stockholders, members, directors, officers, employees, agents, affiliates, contractors, representatives, successors, heirs and assigns, and each and every person acting by, through, under, or in concert with them, or any of them (hereinafter, individually and collectively referred to as the "Released Parties") of and from all manner of action or actions, cause or causes of action, at law or equity, suits, claims, demands, damages, liability, lost cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter referred to as "Claims") that we may have or hereafter have against the Released Parties by reason of any injuries that we may sustain, whether to our person, property, and/or reputation, including, without limitation, any and all claims for copyright infringement, false endorsement, rights of publicity, defamation, and/or invasion of privacy, as a result of or incident to the Released Parties' use of the Image(s), the Image Rights, the Fan Cutout(s), and/or the Submitted Information in connection with the Program and/or in any manner authorized or contemplated in this Release. I, for myself and on behalf of all of the other Featured Individuals, further covenant not to sue or otherwise pursue any form of recovery or legal action, including arbitration, against any of the Released Parties arising from or relating to any Claim. For purposes of this Release, the "MLS Entities" shall mean the Club and the other Major League Soccer clubs, Major League Soccer, LLC, the City of St. Paul, the Metropolitan Council, and such entities' respective past, present and future affiliates, owners, general and limited partners, members, shareholders, directors, officers, employees, agents, representatives, contractors, vendors, licensees, sponsors, advertisers, and broadcast partners.
I, for myself and on behalf of all of the other Featured Individuals, agree that if I and/or any of the other Featured Individuals, or anyone acting on our behalf, commence, join in, or in any way seek relief through any suit, action, and/or Claim arising out of, based upon, or relating to any of the Claims released hereunder, or in any way assert against the Released Parties any of the Claims released hereunder, then we will pay to the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys' fees incurred by the Released Parties in defending or otherwise responding to said suit, action, and/or Claims.
This Release shall inure to the benefit of the legal representatives, licensees, successors, and assigns of the Released Parties.
This Release shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Minnesota. In the event of a dispute arising out of or concerning Release, such dispute shall be settled by arbitration. Such arbitration shall be heard by a single arbitrator and commenced before the American Arbitration Association in Minneapolis, MN. I agree that all disputes shall be arbitrated on an individual basis and each waives any right to litigate in court or arbitration any claim as a class action, representative action, or class arbitration. This clause is governed by the Federal Arbitration Act.
If any provision of this Release shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Release shall be construed as if such invalid or unenforceable provision were omitted.
I, for myself and on behalf of all of the other Featured Individuals, acknowledge and agree that the MLS Entities reserve the right, at their sole discretion, to refuse to create and/or display any Fan Cutout(s), including, without limitation, any Fan Cutout(s) that the MLS Entities deem to be lewd, immoral, offensive, tasteless, or otherwise inappropriate or improper. We further acknowledge and agree that the MLS Entities are not responsible for any lost or damaged Fan Cutout(s), and that any lost or damaged Fan Cutout(s) will not be replaced.
I, for myself and on behalf of all of the other Featured Individuals, acknowledge that we have had adequate opportunity to read this Release and to make whatever investigation or inquiry we may have deemed necessary or desirable in connection with the subject matter of this Release prior to accepting it.