CONTENT LICENSE & PUBLICITY RELEASE

LGCY LLC, a Texas limited liability company at 406 Peach Street Athens, Texas 75751 (“LGCY”), desires to use the “Content” (defined below) provided by the individual named below with a residence at the address set out below (“Athlete”) to prepare, create, reproduce, distribute, market, advertise, promote, display, perform, provide, and sell “Materials” (defined below).

In exchange for the intangible value Athlete will gain by appearing in “Materials” (defined below) and for other good and valuable consideration, the receipt and sufficiency of which Athlete hereby acknowledges, Athlete gives LGCY permission for such use and publicity for such purposes, according to the terms and conditions set forth in this Content License & Publicity Release (“Agreement”).

Definitions.

  • “Content” means any data, information, documents, images, videos, files, or other form of copyrightable works provided by the Athlete to LGCY.

  • “IP Rights” means copyrights, exclusive rights of a copyright owner, moral rights, and all other rights globally to the Content.

  • “Publicity Rights” means name, image, likeness, voice, personal biographical information, personal athletic performance information, signature, and other personal characteristics and private information.

  • “Materials” means any audiovisual or text material that includes, incorporates, references, or uses the Athlete’s Publicity Rights created under this agreement by LGCY and for use in LGCY’s “Business” (as defined below).

  • “Business” means the creation, production, distribution, provision, and sale of trading cards, player cards, marketing cards, and other audiovisual content that has any relation, as determined by LGCY in its discretion, to the Athlete’s athletic performance, accomplishments, and endeavors.

  • “LGCY” means LGCY LLC and its affiliates, successors, licensees, and assigns, and their respective licensees and agents.

  • “Claims” means all liabilities, claims, demands, actions, suits, damages, and expenses under any legal theory, now or hereafter known in any jurisdiction throughout the world arising directly or indirectly from LGCY’s exercise of its rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of Materials, and whether resulting in whole or in part from the negligence of LGCY or any other person.

Content Provision.

Athlete has provided, provides with its execution of this Agreement, or has provided to LGCY the Content.

License Grant

Athlete hereby irrevocably grants to LGCY the following “License”: the nonexclusive, worldwide right to the IP Rights necessary for LGCY to use the Content to make, have made, prepare, create, reproduce, distribute, market, advertise, promote, display, perform, provide, and sell Materials. Athlete forever releases, permits, and authorizes LGCY’s use of the Athlete’s Publicity Rights in LGCY’s exercise of its rights under the License and this Agreement, and waives any right of privacy Athlete has or may have relating to same. LGCY may license, assign, and transfer its rights under this Agreement and the License at its discretion and without notice to Athlete.

Term

LGCY’s right to create new Materials under the License expires five (5) years from the date of signature below; all other rights granted under the License shall survive into perpetuity, including the right to reproduce, distribute, market, advertise, promote, display, perform, provide, and sell Materials created during the Term, including as re-releases, vintage releases, or other special collection releases.

Ownership of Materials.

LGCY is and shall be the exclusive owner of all Materials and IP Rights in the Materials, except those of third parties that LGCY may work with in LGCY’s sole discretion to create or obtain the Materials. Athlete has no right to review or approve Materials at any time. LGCY has no liability to Athlete for the Materials or any condition, edit, or alteration thereof. Any credit or other acknowledgment of Athlete, if any, shall be determined by LGCY in its sole discretion. LGCY has no obligation to create or use the Materials or to exercise any rights given by this Agreement. 

Release of Claims.

To the fullest extent permitted by applicable law, the Athlete: (i) hereby irrevocably waives all legal and equitable rights relating to Claims; (ii) will never make or bring any such Claim against LGCY; (iii) forever releases and discharges LGCY from liability under such Claims, including any Claims relating to violation of Athlete’s Publicity Rights or IP Rights. Athlete understands that LGCY is relying on this Agreement and will incur significant expense in reliance on this Agreement, and Athlete understands and acknowledges that this Agreement cannot be terminated, rescinded, or modified in whole or in part.

Representations, Warranties, Indemnification.□ Athlete or □ Athlete’s Legal Guardian

[check one] (hereinafter “I”) represents and warrants to LGCY that: (a) I am at least 18 years old and have full right, power, and authority to execute this Agreement and effectuate the grant of rights made in the Agreement; (b) I own or otherwise hold the Content and the IP Rights thereto and all rights necessary to grant the License to LGCY; (c) I have secured releases, waivers, and/or licenses to the Publicity Rights and rights of privacy of any other third parties or individuals depicted, referenced, or shown in the Content; (d) I will provide and have provided only true and correct statements and other information in connection with this Agreement; (e) LGCY’s use of the Content and creation and use of Materials and the rights and license granted hereunder do not, and will not, violate any right (including IP Rights or Publicity Rights) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith. I will and do hereby defend, indemnify, and hold harmless LGCY from and against all Claims by third parties resulting from my breach or alleged breach of this Agreement or any of the foregoing representations and warranties.

Miscellaneous.

This Agreement contains the complete understanding of the Parties regarding the subject matter of this Agreement and may only be amended in writing signed by the Parties. I have not relied on any statement, representation, warranty, or agreement of LGCY or of any other person on LGCY’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law. If any term of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term of this Agreement or invalidate or render unenforceable such term in any other jurisdiction. LGCY may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to the benefit of the Athlete and of LGCY and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement is governed by the laws of the state of Texas without regard to its conflict of law provisions.