SOCIETY FOR LABORATORY AUTOMATION AND SCREENING SOLUTIONS SPOTLIGHT + AGREEMENT
Company desires for the Society for Laboratory Automation and Screening (“SLAS”) to post on the SLAS online learning management system (“OMLS”), Company provided digital content (“Presentation”). The Presentation will be available at no charge to anyone in the SLAS Community with an SLAS login. The Presentation will be available for up to one year from date of original posting unless otherwise agreed. In exchange for being permitted to participate in and enjoy the benefits of the activity, Company acknowledges and agrees to the following:
- MATERIALS. In connection with Company’s Presentation, Company shall provide SLAS with digital content, company description, company contact information, speaker photograph and biographical information (if applicable), and Presentation description (“Materials”) at time of application, in the format, and in the manner specified by SLAS. Company hereby grants SLAS a worldwide, sublicensable, irrevocable, non-exclusive, royalty-free right and license (but not the obligation) to reproduce, prepare derivative works based on, distribute, perform publicly, display publicly, and otherwise use and exploit my Materials, for all purposes, including advertising in all media now known or hereafter created, in connection with: (i) promoting the Presentation; (ii) SLAS’s OLMS; and (iii) reporting on the OLMS.
- ONLINE LEARNING MANAGEMENT SYSTEM. Company hereby grants SLAS irrevocable permission (but not the obligation) to include Company’s Presentation and Materials, on SLAS’s OLMS. Company has no right to share in any proceeds enjoyed by SLAS, derived from the inclusion of Company’s Presentation and Materials in SLAS’s online learning management system.
- PUBLICITY RELEASE. Company hereby grants SLAS a worldwide, sub-licensable, irrevocable, nonexclusive, royalty-free right and license (but not the obligation) to use Company provided Materials in conjunction with this Agreement including but not limited to Company name, logo, speaker name(s) and photographs, images, likeness, and voice, including composite or modified representations, for all purposes, including advertising in all media now known or hereafter created, in connection with: (i) promoting Company Presentation; (ii) SLAS’s OLMS; and (iii) reporting on the OLMS.
- RETAINED RIGHTS. Company hereby retains all rights in Company Presentation, Materials, and name, photograph, image, likeness, and voice not licensed to SLAS under this Agreement, including Company underlying ownership of Presentation and Materials.
- INSPECTION AND APPROVAL WAIVER. Company hereby waives any right to inspect or approve any use of Materials, the Presentation, and speaker name, photograph, image, likeness, and voice, by SLAS, contemplated by this Agreement.
- REPRESENTATIONS AND WARRANTIES. In addition to any other representations and warranties made by Company in this Agreement, the undersigned represents that he/she is duly authorized to execute this Agreement on behalf of the Company and all speakers included within the Presentation. I represent and warrant that: (i) I am over the age of 18; (ii) I have all of the legal rights necessary to enter into, perform my and Company obligations under, and grant SLAS the rights stated in this Agreement; (iii) Company entering into, performing obligations under, and granting SLAS the rights stated in this Agreement does not violate applicable law or the rights of any third-party; (iv) Company Presentation and Materials will not contain profanity or content that is defamatory, abusive, harassing, violent, or hateful; (vi) Company Presentation and Materials will not denigrate or promote discrimination against any individual or groups of individuals based on their race, color, religion, creed, national origin, ancestry, ethnicity, sex, gender (including gender nonconformity and status as a transgender or transsexual individual), age, physical or mental disability, citizenship, military status, or political affiliation; and (vii) Company shall comply with all SLAS policies, procedures, rules, codes of conduct, guidelines, and directions applicable to Company Presentation, and Materials. Company agrees to defend, indemnify, and hold harmless SLAS and its directors, officers, employees, volunteers, agents, representatives, contractors, and affiliates from and against all claims by third parties relating to Company’s breach or alleged breach of this Agreement, including or any of the foregoing representations and warranties.
- CANCELLATION. SLAS is entitled to cancel Company’s Presentation at any time by notifying Company of its decision to do so. Company may also request to cancel Presentation at any time by notifying SLAS of its decision to do so. Once Presentation and Material is posted to SLAS’s OLMS, fees paid are non-refundable.
- WAIVER OF CLAIMS AND LIMITATION OF LIABILITY. To the fullest extent permitted by applicable law, Company hereby irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses of any kind, including claims for copyright or trademark infringement, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claims or causes of action in tort, contract, equity, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (“Claims”), Company may have directly or indirectly against SLAS and any of its directors, officers, employees, volunteers, agents, representatives, contractors, and affiliates (collectively, “Released Persons”) related to: (i) Company Presentation, Materials, speaker names, photographs, images, likeness, and voice; (ii) the Recordings; and/or (iii) SLAS’s use and exploitation of the rights granted to SLAS under this Agreement. I covenant not to make or bring any Claims against SLAS and the other Released Persons and forever release and Discharge SLAS and the other Released Person from liability under all Claims.
- RELATIONSHIP OF THE PARTIES. This Agreement does not create any other kind of legal relationship between Company and SLAS.
- GOVERNING LAW, CHOICE OF FORUM, JURY TRIAL WAIVER. The laws of the State of Illinois, excluding its choice of law rules, govern this Agreement and the federal laws of the United States. A party shall institute any action related to this Agreement in the United States District Court for the Northern District of Illinois, or the Illinois state courts located in DuPage County, Illinois. The parties irrevocably submit to the exclusive jurisdiction of these courts. Each party hereby waives, to the extent permitted by applicable Law, any right to a trial by jury, in any action between the parties related to this Agreement.
- MISCELLANEOUS. This Agreement inures to the benefit of, and is binding on, the parties and their heirs, executors, administrators, legal representatives, successors, and permitted assigns. If there is a conflict between the headings or section numbers and the text of this Agreement, the text controls. No inference, presumption, or conclusion is to be drawn against a party because that party, or its directors, officers, employees, volunteers, agents, representatives, contractors, or affiliates drafted all or any part of this Agreement. If a court having jurisdiction over a dispute between the parties, determines any portion of this Agreement is unenforceable, the rest of this Agreement remains in effect to the extent permitted by applicable law. Upon a determination that any portion of this Agreement is unenforceable, it is the desire of the parties that the court modify this Agreement to effect the original intent of the parties as closely as possible in order that the transaction contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible under applicable law. Provisions in this Agreement, which, by their nature, should apply beyond the termination or conclusion of this Agreement, remain in force after this Agreement’s termination or conclusion. No amendment to this Agreement is valid unless in writing and signed by both parties.
- ENTIRE AGREEMENT. This Agreement states the entire agreement between the parties regarding the subject matter of this Agreement, and supersedes all prior negotiations, understandings, and agreements (oral or written) between the parties, regarding the subject matter of this Agreement.
I HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS TERMS AND CONDITIONS. I UNDERSTAND THAT IF I CLICK, “I ACCEPT AND AGREE,” I AM ENTERING INTO A LEGAL AGREEMENT ON BEHALF OF COMPANY, GRANTING SLAS CERTAIN LEGAL RIGHTS, AND COMPANY IS GIVING UP CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE SLAS. IF I CLICK “I DO NOT ACCEPT AND AGREE,” I WILL NOT BE BOUND BY THIS AGREEMENT, AND WILL NOT BE INCLUDED IN SLAS’S ONLINE LEARNING MANAGEMENT SYSTEM. *