Thank you for submitting your photograph to Teladoc. Given the positive feedback you provided, Teladoc may want to use and publicize your name, likeness, and other personal characteristics and any private information you provide (the “Content”).
In exchange for the intangible value you will gain by participating in Teladoc’s publicity programs, monetary and other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you give Teladoc your permission for its unlimited use and publicity of the Content, according to the terms and conditions set forth in this Agreement.
You hereby permit, authorize, grant, and license to Teladoc and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them ("Authorized Persons"), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use your name, image, likeness, appearance, voice, professional and personal biographical information, works of authorship, statements, and other personal characteristics and private information you have provided, and all materials created by or on behalf of Teladoc that incorporate any of the foregoing Content in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on magazines, brochures and other print publications, electronic, magnetic, and optical media, motion pictures, television broadcast, cablecast, and satellite, home video and video on demand, radio broadcasts, display, point-of-sale, and other advertising and promotional materials, press releases, the internet and other digital transmission or delivery methods, mobile applications, on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Teladoc and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to you.
Teladoc shall be the exclusive owner of all rights, including copyright, in the Content. You hereby irrevocably transfer, assign, and otherwise convey to Teladoc your entire right, title, and interest, if any, in and to the Content and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. you acknowledge and agree that you have no right to review or approve Content before they are used by Teladoc, and that Teladoc has no liability to you for any editing or alteration of the Content or for any distortion or other effects resulting from Teladoc's editing, alteration, or use of the Content, or Teladoc's presentation of you. Any credit or other acknowledgment of you, if any, shall be determined by Teladoc in Teladoc's sole discretion. Teladoc has no obligation to create or use the Content or to exercise any rights given by this Agreement.
The authorization and rights granted herein shall continue in perpetuity unless and until you revoke this Agreement at any time by notifying Teladoc in writing at Teladoc 1945 Lakepointe Dr., Lewisville, TX 75057, Attn: Security Officer. You understand that Teladoc is relying on this Agreement, and you agree that this Agreement cannot be terminated, rescinded, or modified with respect to any actions Teladoc has taken prior to your termination, rescission or modification.
To the fullest extent permitted by applicable law, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims") arising directly or indirectly from the Authorized Persons' exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Content, and whether resulting in whole or in part by the negligence of Teladoc or any other person, covenant not to make or bring any such Claim against any Authorized Persons, and forever release and discharge the Authorized Persons from liability under such Claims.
You represent and warrant to Teladoc that you have full right, power, and authority to enter into this Agreement and grant the rights hereunder. you further represent and warrant to Teladoc that you will provide only true and correct statements and other information in connection with this Agreement, and the Authorized Persons' use of the Content and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) 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. You agree to defend, indemnify, and hold harmless the Authorized Persons from and against all Claims by third parties resulting from your breach or alleged breach of this Agreement or any of the foregoing representations and warranties.
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and is addition to and supplements any rights and authorizations granted by you related to your written Statement and HIPAA Authorization for use of PHI, but supersedes all other prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. You have not relied on any statement, representation, warranty, or agreement of Teladoc or of any other person on Teladoc's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Teladoc may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to your benefit and the benefit of Teladoc and our respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in New York, and you hereby irrevocably consent to the exclusive jurisdiction of such courts.
THIS AGREEMENT PROVIDES TELADOC WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING TELADOC TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS SET OUT ABOVE. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE TELADOC.