License and Authorization Agreement

In consideration of my permitted participation in the League of Legends® promotion, and other consideration including benefits of participation, which potentially include the publicity, publication, or display of certain photographs created by and/or depicting me (the “ Licensor,” whose name is set forth below), I hereby agree to the following terms and conditions of this License and Authorization Agreement (this “ Agreement ”), entered into by and between me and Riot Games, Inc., a Delaware corporation with principal offices located at 2450 Broadway, Santa Monica, California 90404 (together with its licensees and affiliates, as applicable, “ Riot Games ”).

1) Initial Matters

a. Acknowledgement. I understand and acknowledge that League of Legends® is a free-to-play, session-based, multiplayer online battle-arena computer game (the “ Game ”) developed and published by Riot Games, and that Riot Games desires to produce and distribute a video featuring photographs by and/or of certain users and/or fans of the Game, including myself as Licensor (such video, the “ Program ”). Through this Agreement, I understand that I am providing a license to use my intellectual property, permission to use my image, and consent to use my personal data.

b. Photograph. I understand that the scope of this Agreement, as it pertains to me as Licensor, is applicable (and limited) to the photograph(s) set forth in Appendix A and any names, signage, art, design, trademarks, labels, logos, images, likenesses and any other material or content contained therein (collectively, the “ Photograph ”).

c. Monetary Consideration. I acknowledge and understand there shall be no payment, royalties, or other monetary compensation of any sort due or payable to me from Riot Games, its agents, affiliates, or assigns for use of the Photograph.

2) License Grant and Authorization

a. License and Authorization. I hereby grant to Riot Games and its agents, affiliates, successors, and assigns a perpetual, irrevocable, non-terminable, universal, non-exclusive, fully-paid and royalty-free, sub-licensable, assignable, and transferable license and authorization to exhibit, use, distribute, reproduce (without limitation on the number of reproductions) and exploit the Photograph or any portion, derivative, or modification thereof (in any format) in any manner and for any purposes whatsoever, by any means and media, now known or hereafter devised, throughout the universe in perpetuity, including, but not limited to: (i) publishing, republishing, distributing, reproducing, performing, displaying, or otherwise offering to the public the Photograph in connection with the Program in any and all media; (ii) displaying the Photograph on Riot Games-sponsored and unrelated websites (in other words, offering to the public); and (iii) any other ancillary display, promotion, or publicity in connection therewith, such as posting, reproduction, advertising, promotion, transmission, and broadcast. In addition, the foregoing license and authorization shall also extend to the use of my name, “Summoner” name, likeness, image, appearance, performance, and other personal information as rendered in the Photograph and/or in connection with Riot Games’ promotion or exploitation thereof. Riot Games shall have the right to edit, adapt, alter or modify the Photograph in any manner and for any purpose (in accordance with the general principles of applicable law), and to use any ideas, concepts, knowledge, or techniques contained in the Photograph for any purpose. I understand that Riot Games has been induced to proceed with the production, distribution and exploitation of the Program in reliance upon this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, Riot Games shall have no obligation to exploit any license granted with respect to the Photograph in this Agreement.

I understand that information supplied by me to Riot Games in connection with this Agreement, including my name, address, likeness, and “Summoner” name, shall be used in accordance with Riot Games’ Privacy Policy (located at www.leagueoflegends.com/legal/privacy ) in addition to any other specific consents given herein.

b. Confidentiality and Proprietary Nature; Moral Rights. For the avoidance of doubt, the Photograph is, and shall be treated as, non-confidential and non-proprietary. I hereby permit any use of the Photograph under my name, my “Summoner” name or anonymously, at the sole discretion of Riot Games, and I permit any modifications of the Photograph which relate to the moral right to protection from distortion, including but not limited to supplying the Photograph with any comments or explanations, and otherwise consent to Riot Games and its agents, affiliates, successors, licensees and assigns doing anything in relation to the Photograph that which, but for this clause, would be an infringement of my moral rights, including by doing any of the things specifically contemplated in Section 2(a) above. To the extent permitted by applicable law, I hereby waive any and all moral rights (including droit de suite, rights to paternity and integrity, and similar rights, to the extent applicable) to the Photograph, and otherwise agree not to exercise any and all moral rights to the Photograph.

c. Reservation of Rights by Licensor. Subject to the scope of the license set forth in Section 2(a) above, I shall retain all ownership interest and applicable intellectual property rights in and to the Photograph.

d. Riot Games Content. Nothing in this Agreement shall be construed to grant me any right or ownership with respect to any content or intellectual property owned or licensed to Riot Games. In addition, I understand and agree that Riot Games will own all rights to the Program and may copyright the same. If I should receive any print, digital, or other copy of materials produced by Riot Games containing visual depictions of the Photograph, I shall not authorize the use of such Riot Games materials by anyone else.

3) Representations and Warranties of Licensor.

a. Intellectual Property and/or Image Rights. I hereby represent and warrant that I have the authority to grant the rights granted herein, no other consent is required with respect to the rights granted herein, and that the publication and display of the Photograph in any form does not violate the privacy rights, publicity rights, copyright, trademark rights, contract rights, publishing rights, or any other rights of any other person or entity.

b. Age of Majority and Consent. I hereby represent and warrant that I am of legal age (as determined under applicable law of the jurisdiction of my residence as of the date of this Agreement) to form a binding contract with Riot Games and enter into this Agreement; or, in the event that I am a minor or I am otherwise not of legal age, my parent or authorized legal guardian hereby agrees to the terms and conditions herein and shall execute this Agreement on my behalf.

4) Further Actions by Licensor

a. Perfection of Rights. I agree to take, at Riot Games’ expense, any further action (including, without limitation, execution of affidavits and other documents) reasonably requested by Riot Games to effect, perfect or confirm Riot Games’ rights as set forth in Section 2. In the event that the rights in and to the Photograph cannot be licensed to the extent required by that section pursuant to the local law in which the Licensor resides, the foregoing licensing of rights shall be modified (without the need for any further action or agreement on my part) to the extent necessary to comply with such local law while giving Riot Games the maximum rights possible to use and exploit the Photograph.

b. Release for Third Party Infringement. I hereby indemnify, discharge, release, and hold harmless Riot Games, together with its parents, agents, affiliates, successors, and assigns and their respective directors, members, shareholders, officers, employees, agents, and representatives (all of the foregoing, collectively, the “ Released Parties ”), from any action and/or liability, in any form or manner, arising from any infringement of any third party’s rights in connection with the Photograph or from the breach or alleged breach on my part of any representation, warranty and/or agreement set forth herein.

c. Release for Other Causes. I hereby discharge, release, and hold harmless the Released Parties from any action and/or liability, in any form or manner arising in connection with Riot Games’ use or display of my Photograph, or disclosure of my name, Summoner name, image, likeness or other personal information in connection therewith, including action and/or liability for personal injuries, death, damage to, or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional, whether under a theory of contract, tort (including negligence), warranty, or other theory, to the extent permitted by law. I also agree that in no event shall I have any right to (i) terminate or rescind this Agreement or any of the rights granted herein or (ii) seek or obtain injunctive or other equitable relief with respect to the production, distribution, advertising, promotion and/or other exploitation of the Program (or any rights therein).

5) Independent Contractors; Third Party Agreements. Nothing contained in this Agreement shall be deemed to constitute a partnership between or a joint venture by me and Riot Games, or cause either party to be deemed the employee or agent of the other. This Agreement is not entered into for the benefit of any third party and shall not be deemed to give any right or remedy to any such party regardless of whether it is referred to herein.

6) Other Agreements. Nothing contained in this Agreement shall be deemed to amend, override, or invalidate any other agreement (e.g., the Game Terms of Use or End User License Agreement, etc.) or terms and conditions (e.g., Program terms and conditions, etc.) I have previously agreed to, or am concurrently agreeing to, with Riot Games. To the extent any terms of this Agreement shall contravene any such pre-existing or concurrent agreements, the terms of this Agreement shall govern (but only to the extent necessary of remedying such conflict).

7) Miscellaneous.

a. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its provisions on conflicts of laws, and with the laws of the United States of America applicable therein. The parties expressly understand and agree that any dispute arising under this Agreement will be brought only in the state or federal courts located in Los Angeles County, California, USA, and the parties hereby consent to the exclusive personal jurisdiction and venue therein.

b. Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws of such jurisdiction so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, but the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement shall remain in full force and effect.

c. Waiver. Waiver by either of the parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.

d. Assigns. The rights granted herein (in whole or in part) shall be freely assignable by Riot Games. This Agreement shall be binding on, and shall inure to the benefit of, the parties to this Agreement and their respective successors and assigns.

e. Merger. This Agreement contains the entire agreement of the parties with respect to the subject matter hereto and all prior agreements and negotiations are merged herein.

f. Headings. Any headings contained herein are for convenience only and shall not affect the construction hereof.

g. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one instrument.

[Signature page to follow]

FOR EU PARTICIPANTS: DATA PROTECTION NOTICE

Riot Games currently intends to only use the Photograph, and any other personal information provided by you, for the purposes set out in this Agreement. Other uses by Riot Games of the information supplied by you, including the Photograph, your name, address, likeness, and “Summoner” name, will be done so in accordance with Riot Games’ Privacy Policy, as stated above in the Agreement. In accordance with applicable laws, you may have the right of access to such personal data. You may also have the right to have your personal data rectified, blocked, or erased to the extent that it is inaccurate. If you have any queries about your personal data, please contact Riot Games at [e-mail].

Your personal data, including the Photograph, may be disclosed to third parties that perform services for us for the purposes set out in this Agreement. Your personal data, including the Photograph, will be transferred from the European Economic Area to Riot Games, Inc. in the United States for the purposes set out in this Agreement. Riot Games, Inc. has certified to the US-E.U. Safe Harbor Framework, which ensures that such transfer of information benefit from a level of data protection equivalent to that required in the European Economic Area.

ACKNOWLEDGMENT

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS AND OBLIGATIONS. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY RIOT GAMES OR ANY OTHER PERSON OR ENTITY. I HEREBY CONSENT TO THE USE OF THE PHOTOGRAPH (INCLUDING ITS TRANSFER TO RIOT GAMES INC. IN THE UNITED STATES) AND ALL MY PERSONAL DATA PROVIDED FOR THE PURPOSES SET OUT IN THIS AGREEMENT. I ACKNOWLEDGE THAT BY FILLING OUT THE NAME / ADDRESS / BIRTHDATE / DATE BLOCKS BELOW, I ACKNOWLEDGE THAT I AM ENTERING INTO THIS AGREEMENT AND WILL BE BOUND BY ITS TERMS OR CONDITIONS.

Дата добавления: 2015-08-09