PARTICIPANT RELEASE AGREEMENT
Participant Release Agreement
In consideration for the opportunity to attend and participate in the community event at Allegiant Stadium (“Venue”) entitled Raiders 5k (the “Event”) and/or to appear in certain audio/visual content associated with Raiders Football Club, LLC and Raiders Foundation (collectively, “Team”), subject to eligibility requirements and the terms and conditions set forth in this Participant Release Agreement (the “Agreement”), the individual named below (“Participant”), hereby agrees as follows:
1. Participant further understands that participation in the Event may include, without limitation, running, participating in football themed-drills, and/or other physical activities, (collectively, the “Activities”). Participant, on behalf of Participant and Participant’s Guests, acknowledges that (i) Participant and Participant’s Guests are voluntarily participating in the Activities and (ii) the Activities involve risks (including but not limited to risk of accident, bodily injury, serious injury, death, or property loss) that can be avoided if Participant and/or Participant’s Guests choose not to participate in the Activities. Participant agrees on behalf of himself or herself and his or her heirs, executors, and administrators, that he/she will make no claim of any kind against Raiders Football Club, LLC, The Oakland Raiders, a California Limited Partnership, LV Stadium Events Company, LLC, Raiders Foundation, The Raider Image, LLC, Las Vegas Stadium Authority, LVR Real Property, LLC, Autumn Wind HQ, LLC, or any of their respective direct and indirect parents, affiliates, subsidiaries, licensees, invitees, designees, successors and assigns, and each of their relevant partners, owners, members, officers, directors, shareholders, employees, attorneys, insurers, agents and representatives (the “Released Entities”) as a result of any of the Activities described above, any other activity permitted under this Agreement, and Participant’s participation in the Event. Participant hereby irrevocably and unconditionally waives and releases, and will indemnify and hold harmless, the Released Entities from and against any and 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, false light, invasion of any rights of privacy, 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 or in connection with this Agreement or any of the subject matter hereof, including without limitation any and all Claims relating to the Event, the Activities, the Recordings, the Event Venue, or the Works, and any and all Claims made by or relating to Participant’s Guests,. To the maximum extent permitted by law, Participant hereby waives any and all rights he/she may have under Section 1542 of the Civil Code of California (or any similar provisions of the laws of any other jurisdiction that are applicable to this Agreement and that would limit the waiver of unknown claims). Section 1542 provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
2. Participant hereby irrevocably grants to Team and its affiliates, successors, licensees, designees, agents, and assigns (“Authorized Persons”): (i) the right and permission to photograph, film, record, and tape Participant in connection with the Event (such resulting audio and/or visual works, the “Recordings”), (ii) a non-exclusive, irrevocable, worldwide, perpetual, transferable, sub-licensable, royalty-free, fully paid-up right and license to use, modify, reproduce, and exploit Participant’s name, voice, likeness, image, caricatures, nicknames, signature, mannerisms, traits, speech, phrases, personal characteristics, and any statements made by or attributed to Participant, and other identifying information about Participant, including biographical information and/or other materials provided by Participant, as well as other information Team may have received from other sources (collectively, the “Participant’s Likeness”) as they appear at the Event, in the Recordings, and in any photographs, films or other audio and/or visual works of past or future media available to Team, and (iii) the right to digitize, modify, alter, edit, adapt, display, publicly perform, exhibit, transmit, broadcast, reproduce, exploit, sell, rent, license, otherwise use, and permit others to use, the Recordings and derivative works created based on the Recordings (collectively with the Recordings, the “Works”), including Participant’s Likeness as it appears in the Recordings, in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created, including but not limited to, internet streaming and downloading, websites, social media, other digital transmission or delivery methods, mobile applications, television broadcast, cablecast, and satellite, home video, video on demand, radio, and print publications, on any platform, including but not limited to televisions, computers, and mobile devices, without further consent from or any royalty, payment, or other compensation to Participant. For avoidance of doubt and without limiting the foregoing, Participant acknowledges that the Team and Authorized Persons may use and exploit the Recordings via the following Works: (a) films, television shows, radio programs, internet programs, and other audio and/or visual programs about and related to the Event; and (b) all types of advertising, marketing, and promotion for and related to the Event, Team programs, and host sites, including, without limitation, print, direct mail, e-mail, Internet, indoor and outdoor signage, radio, and television advertisements.
3. Team alone shall own all right, title and interest, including all related rights, in and to the Recordings. Team and Authorized Persons shall have the right, on their own and through authorized third parties, to change, alter, revise, edit, add to or subtract from the Participant’s Likeness in the Recordings in Team’s sole discretion, as well as the right to combine the Participant’s Likeness with material furnished or created by others, and to use the Participant’s Likeness in the Works without any additional approvals or review by Participant or any compensation. All rights granted or agreed to be granted to Team and Authorized Persons shall vest in such parties immediately without reservation, condition, or limitation and shall remain vested whether or not this Agreement is terminated for any reason. For the avoidance of doubt, Team has no obligation to use the Recordings, the Works, or to create, produce, advertise, or promote the Works, or to exercise any rights granted under this Agreement. Team is not obligated to use the Participant’s Likeness in any Works in any territory or for any reason. Any acknowledgment or credit of Participant or Participant’s Guests in connection with the Works, if any, shall be determined by Team in Team's sole discretion.
4. Participant agrees that he or she shall bear sole and exclusive responsibility for the actions and omissions of any guests accompanying Participant at the Event (collectively, including any and all minors, “Participant’s Guests”). Participant shall comply, and shall cause Participant’s Guests to comply, at all times with the dress code, code of conduct, and any other rules applicable to the Event and any instructions by the Team or any Event staff. Participant shall bear sole and exclusive responsibility for obtaining, on behalf of Team and Authorized Persons, all clearances, licenses, releases, waivers, permissions, and other authorizations from Participant’s Guests or third parties (i) as necessary to enable Team and Authorized Persons to use, modify, reproduce, and exploit the name, likeness, and appearance of each of Participant’s Guests to the same extent that Team and Authorized Persons may use, modify, reproduce, and exploit Participant’s Likeness hereunder, and (ii) otherwise as necessary to give effect to the rights and licenses granted to Team, Authorized Persons, and any other Released Entities hereunder (collectively, the “Clearances”). For avoidance of doubt, Participant agrees to defend, indemnify, and hold harmless the Released Entities from and against all Claims relating to the acts or omissions of Participant’s Guests and/or the Clearances.
5. Participant represents and warrants to Team that (i) Participant has full right, power, and authority to enter into this Agreement and grant the rights granted hereunder, (ii) Participant will provide only true and correct statements and other information in connection with this Agreement, (iii) Participant’s participation in the Event and Team’s and Authorized Persons’ creation and use of the Recordings and/or Works and the rights and licenses 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 or agreement 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, (iv) Participant is free of any mental or physical condition, ailment, or injury (medical or otherwise) which would impair, prevent, or prohibit Participant from engaging in the Activities or be affected, aggravated, or worsen in any way as a result, directly or indirectly, of Participant’s involvement in the Event, (v) Participant is of sound mind and body and not under the influence of alcohol or any illicit or prescription drug or medication which may in any way impair Participant’s ability to enter into this Agreement, fully understand the respective intent and meaning of all of the terms and provisions hereof, and to participate in the Event, (vi) Participant is entering into this Agreement voluntarily, by Participant’s own free will, act and deed, without any undue influence from Team, the organizers of the Event, or any other third party, and (vii) Participant will not conduct himself/herself in a way that reflects poorly on Team.
6. Participant acknowledges and agrees that the Released Entities that are identified by name in Section 1 hereof (other than Team) are third party beneficiaries of this Agreement and all rights, benefits and privileges granted or afforded Team hereunder are jointly and to the same extent granted and afforded such entities, and as such, such entities shall be entitled to enforce and exercise all rights and benefits afforded Team hereunder, provided that such entities assume no liabilities, duties or obligations to Participant pursuant to the provisions of this Agreement. Other than as provided in the foregoing, the parties agree and acknowledge that there are no intended third-party beneficiaries hereto.
8. Participant acknowledges that in the course of participating in the Event, Participant may acquire, obtain, or become privy to non-public Confidential Information (defined below) related to the Team or the Released Entities. Participant agrees that he or she will keep all Confidential Information in the strictest confidence and will not disclose such information (whether orally, in writing, electronically, or through any other medium) to others for any reason without the Team’s written consent. For purposes of this Agreement, Confidential Information includes all non-public information about the Team or any Released Entities including but not limited to any documents, correspondence, meeting notes, presentations, emails, text messages, proprietary information, trade secrets, business plans, strategies, events, financial data, personnel, and football operations.
9. The rights granted to Team, the release, and the confidentiality obligations set forth herein shall survive any termination of this Agreement. Participant may not assign, transfer, or license its rights under this Agreement, in whole or in part, to any third party without Team’s prior written consent. Team may assign, transfer, or license its rights under this Agreement, in whole or in part, at any time to any third party at Team’s sole discretion. This Agreement constitutes the sole and entire agreement of the parties to this Agreement regarding the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Participant has not relied on any statement, representation, warranty, or agreement of Team or of any other person on Team’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. Participant acknowledges that he/she has relied on his/her own judgment or has been advised by an attorney of his/her choice prior to entering into this Agreement. This Agreement may not be modified or amended in any manner except by a writing executed by Participant and an authorized agent of Team. Headings preceding the text, articles, and sections of this Agreement have been used solely for reference and shall not be construed to affect the meaning, construction, or effect of this Agreement. This Agreement shall be construed under and governed by the laws of the state of Nevada. The parties agree that any dispute related to this Agreement must be venued in a court of competent jurisdiction in Clark County, Nevada. Participant agrees to execute such further documents consistent herewith and do such other acts as may be required by Team or its licensees, designees, or representatives to evidence or effectuate Team’s rights hereunder. Team shall not owe Participant any fees or other monetary compensation in consideration for execution of this Agreement or in connection with Team’s exercise of its rights hereunder. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Team and Participant.
10. Participant, on behalf of Participant and Participant’s Guests, understands that in attending any event there is an inherent risk that cannot be eliminated, including a risk of exposure to COVID-19, and Participant hereby assumes all risk, hazard, and danger of injury (including death and sickness), from any cause resulting from, in connection with, or in any way related to his/her presence inside or around the Event Venue including, without limitation, the risk of exposure to COVID-19, any communicable diseases, viruses, bacteria, or illness or the causes thereof, or sickness or death whether occurring before, during, or after the event, however caused. Participant represents and warrants that Participant has the authority to agree to all terms herein on behalf of such Participant’s Guests and on behalf of himself/herself and such Participant’s Guests, now and forever releases, waives, discharges, and covenants not to sue the Released Entities from and of any and all Claims relating to Participant’s Guests’ participation in the Event including, but not limited to, all Event Claims arising out of or in any way related to Participant’s Guests’ attendance at the Event, the negligence of any of the Released Entities, any emergency medical care administered, any illness or disease or injury or death, any epidemic or pandemic, any COVID-19 or Coronavirus-related health issue or exposure, and Participant’s Guests’ presence in or around the Event Venue at any time.