1. Definition of Images. For purposes of this Agreement, the term "Images" shall mean Model's actual or simulated name, voice, visual appearance, representation, figure, impression, and likeness captured in any audio medium, visual medium, and/or other media such as photographs, negatives, video, slides, recordings, moving pictures, electronic or digital productions, or any other original work, production, or derivation developed, made, prepared, produced, taken, or otherwise conveyed to UFN by Model and/or received by UFN from Model.
2. Definition of Testimonials. For purpose of this Agreement, the term "Testimonials" shall include but not be limited to any and all oral or written comments, statements, correspondence, accounts, stories, feedback, anecdotes, and responses conveyed to UFN by Model and/or received by UFN from Model. UFN alone shall hold, own, copyright, display, broadcast, publish, distribute, sell, assign, reuse, republish, dispose of, and otherwise utilize the Testimonials indefinitely.
3. Conveyance of Images and Testimonials to UFN. Model hereby unconditionally and irrevocably conveys to UFN all right, title, and interest that Model has or may have in and to the Images. UFN alone shall hold, own, display, broadcast, publish, copyright, distribute, sell, assign, redevelop, reuse, republish, reconfigure, dispose of, and otherwise utilize the Images indefinitely. Without limiting the generality of the foregoing, UFN shall own and retain all Images in whatever form produced, whether tangible or intangible, and UFN shall have the right to enhance, modify, adjust, alter, edit, and revise the content, form, and appearance of the Images in its sole discretion. UFN may use and disseminate the Images via any medium, including but not limited to printed publication, video, internet publication, and other electronic or digital means. UFN may supplement its use of the Images with any printed matter or text, whether factual or fictional, in the course of promoting UFN's products. UFN may assign, sell, license, or otherwise transfer or dispose of the Images to any party at any time. UFN's usage of the Images shall be at UFN's sole discretion and shall not be subject to Model's review, approval, or consent.
4. Release. Model for himself or herself and for his or her past, present, and future predecessors, successors, assigns, licensees, transferees, agents, relatives, dependents, descendants, heirs, executors, administrators, and all other persons and entities (collectively, the "Successors in Interest") shall forever release and discharge, and shall indemnify and hold harmless, UFN from any and all claims, demands, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages, judgments, and orders of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, that may exist now or at any time in the future in relation to or attributable to UFN's ownership and usage of the Images and/or Testimonials. Said release and discharge shall include, but not be limited to, any and all claims of invasion of privacy under statutory or common law; claims of unauthorized publication of name or likeness under statutory or common law; and any claims of alteration, distortion or misrepresentation of Model's Image, whether attributable to or derivative from blurring, optical illusion, use in composite form, or use of any accompanying graphics or text. The terms of this release shall operate as a complete defense of UFN and its affiliates against any claim or entitlement that Model, or any other person acting on his or her behalf, hereafter may assert against UFN and/or its affiliates, subject only to the enforcement of UFN's explicit duties and obligations hereunder.
5. Representations and Warranties. Model hereby covenants, represents, and warrants as follows: (a) Model is over the age of 18; (b) Model has the right and capacity to enter into this Agreement, to grant to UFN all rights to the Images and/or Testimonials, and to perform Model's obligations hereunder; (c) Model has not granted to any third party, and no third party has or shall have, any publication or other rights as to the Images and/or Testimonials; (d) no options, contracts, or other claims or interests are outstanding or shall be outstanding with respect the Images and/or Testimonials; (e) Model is not subject to any order, judgment, or decree that would prevent the consummation of the transactions contemplated hereby; (f) no claim, legal action, suit, arbitration, governmental investigation, action, or other legal or administrative proceeding is pending or, to Model's knowledge, threatened against Model that would enjoin or delay the transactions contemplated hereby; (g) no consent, approval, order of authorization, license or permit, notice or registration, declaration or filing of, from or with, as the case may be, any governmental entity or any third party is or has been required on Model's part in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby; and (h) Model has read this Agreement in its entirety and is familiar with and understands the contents and meaning hereof.