This Speaker Agreement (the “Agreement”) is made between the “Speaker” and InterOperability Bidco, Inc. d.b.a. Rhapsody and its Affiliates, 100 High Street, Suite 1560, Boston, MA 02110 (“Rhapsody”) and governs the terms of the Speaker’s presentation during the meeting or engagement (“Engagement”) as of the date the Speaker electronically registered for the Engagement or participated in the Engagement, whichever is earlier.
- Confidentiality: The Speaker agrees to maintain the absolute confidentiality of all the terms, conditions and arrangements contained in this Agreement.
- Rights and Data: Speaker represents and warrants that: (a) he/she has full power to make this Agreement including that he/she is over the age of eighteen and competent to sign a contract; (b) to the knowledge of Speaker, such materials do not violate any statutory or common law copyright or other rights of a third party, and any materials disclosed or disseminated shall not violate any internal policies or practices of Speaker’s company or be considered Confidential Information; (c) Speaker and Speaker’s company grant to Rhapsody an irrevocable, exclusive, worldwide, royalty-free license to use, execute, reproduce, display, perform, distribute (internally or externally) and prepare derivative works of any or all information provided by Speaker during the presentation. Furthermore, Rhapsody will be recording the presentation and may use the recording for future promotional use. Speaker agrees that Rhapsody and its Affiliates may use the information that Speaker has provided about Speaker’s experience with Rhapsody and/or Speaker’s photo for publicity purposes to be distributed to other Rhapsody customers, Rhapsody prospective customers, and the general public, distributed in any number of forms, including but not limited to, print media, video, electronic media and/or the Internet. Speaker and Speaker’s company waive all rights to approve the final product, and all such photos, video and audio recordings, and any reproductions thereof, and all plates, negatives, recording tape and digital files are and shall remain the property of Rhapsody.
- Waiver of Liability: Speaker and Speaker’s company hereby release, acquit and forever discharge Rhapsody and its Affiliates from any and all claims, demands, rights, promises, damages and liabilities arising out of or in connection with the use or distribution of said photos and/or video recordings, including but not limited to any claims for invasion of privacy, appropriation of likeness or defamation.
- Termination: Rhapsody may cancel the Engagement hereunder any time prior to the Engagement without liability. Rhapsody and Speaker agree that either party may cancel this Agreement and both parties will be released from any liability or damages hereunder if the terms of this Agreement cannot be fulfilled due to an act of God or any other legitimate condition beyond the reasonable control and without the fault or negligence of Rhapsody or Speaker. However, it is agreed that “best efforts” will be made by both parties to adapt so that the Engagement will be held as scheduled.
- Amendment; Assignments; and Subcontracting: The Agreement may be modified only pursuant to a written instrument signed by authorized representatives of both parties. Speaker may not assign or delegate its rights and obligations under this Agreement without the prior written consent of Rhapsody. Speaker acknowledges that Rhapsody may assign or delegate its rights and obligations under this Agreement to its Affiliates or a success in interest without prior written consent.
- Entire Agreement: The terms and conditions in this Agreement constitute the complete and exclusive statement of the understanding between Rhapsody and Speaker with respect to the services hereunder.
- Definitions: Affiliate shall mean an entity that is controlling or controlled by another entity or associated with other entities under common ownership or control including in the context of a merger, acquisition or sale of substantially all of an entity’s assets to another party.
- Enforcement: This Agreement may be executed in counterparts and each counterpart when so executed and delivered shall be deemed an original. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each provision shall be enforced to the maximum extent permitted by applicable BY ELECTRONICALLY REGISTERING FOR THE ENGAGEMENT OR ORALLY PARTICIPATING IN THE ENGAGEMENT, THE SPEAKER IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.