TERMS & CONDITIONS
YOUR AGREEMENT WITH THESE TERMS AND CONDITIONS MUST BE AFFIRMATIVELY REPRESENTED PRIOR TO RECORDING YOUR MESSAGE. PLEASE PRESS '1' WHEN YOU ARE ASKED TO CONFIRM THAT YOU ARE OVER 18 AND ACCEPT THESE TERMS AND CONDITIONS.
Your participation in the WKTT Phone-In (the "Promotion") is subject to the terms and conditions and promises set forth hereunder (the "Terms & Conditions"). By both explicitly agreeing to these Terms & Conditions through our phone system by participating in the Promotion you agree to the following:
The Promotion involves the recording of voicemail messages which may be used in a video game, such as GRAND THEFT AUTO IV developed by Rockstar Games, Inc.
For good and valuable consideration, including, without limitation, the opportunity to be included in this or other video games, the receipt and sufficiency of which is hereby acknowledged, you irrevocably agree for the benefit of Rockstar Games, Inc. and its parent, subsidiaries and affiliates (collectively, "Rockstar") and their respective members, shareholders, directors, officers, agent, employees, successors, assigns, and anyone authorized by any of them (collectively, "Rockstar Representatives"), as follows:
1. Grant of Rights.
(a) You grant Rockstar an irrevocable, worldwide, royalty-free and all right, title and interest for the duration of all copyrights (without territory, time, use, other limitations or any obligations), including the exclusive right to copyright, renew and extend such copyright and use, reproduce and exploit (and authorize others to do the same) in such manner as Rockstar determines (and all other rights you may have), all elements of any messages or recordings generated by you while participating in the Promotion. Such rights shall include the right to reproduce, broadcast, publish, exploit and/or otherwise use your voice, persona, and/or quotations and statements provided by you, or music and sound effects that are recorded from you or composed, submitted, performed, or interpolated by you (collectively, the "Message") either alone or accompanied by other material, in whole or in part, edited or unedited, modified or unmodified, in any and all media or technology, for the purpose of incorporating the same into any products Rockstar chooses, which may include, without limitation, any interactive video game (including, without limitation, all mediums and platforms now existing or hereinafter devised), and any and all derivative works, including, but not limited to any add-ons, expansions, sequels, trailers, comic books, strategy guides, or other related works (the "Product").
(b) You hereby grant to Rockstar an irrevocable worldwide, royalty free and perpetual right, title and interest (without territory, time, use, other limitations or any obligations), including the exclusive right to copyright, renew and extend such copyright and use, reproduce and exploit (and authorize others to do the same) in such manner as Rockstar determines (and all other rights you may have), in and to the Message in any and all media and platforms (including, without limitation, all new media, PC and video game consoles, now existing or hereinafter devised), for the purpose of incorporating the same into advertisements, promotions or marketing materials, any other publicity, or other collateral materials prepared in connection with and/or relating to the Product.
(c) For purposes of clarification and not limitation, Rockstar has the right to simulate, imitate, recreate, adapt, edit, mix, add to, subtract from, arrange, re-arrange, revise, change, alter and/or juxtapose any other materials all of the Message ("Simulate" or "Simulation"), as Rockstar determines in its sole discretion.
(d) Rockstar and its licensees shall have the sole and exclusive right to make and have made, to manufacture, publish, produce, distribute and reproduce the Product incorporating any portion of the Message or of any Simulation, to import, export, sell, transfer, license or otherwise convey or dispose of any interest in or to the Product under any tradenames, trademarks designated by Rockstar, to adapt the Product to other media, to develop and market derivative works made therefrom and generally to exploit any rights subsidiary to any of the foregoing without payment to you of additional compensation.
2. Work for Hire.
You understand that all of the elements of the Message incorporated into the Product shall be considered a "work made for hire," as that term is defined under the U.S. Copyright Act, and the copyright thereto shall be the sole and exclusive property of Rockstar, as the sole author and owner of the Message and the Product, and may be registered by Rockstar in its own name. Rockstar shall own all right title and interest in the Product and all material produced thereunder. In the event that the Message shall be adjudicated not to be a work made for hire and in countries outside the US for which the US Copyright Act definition does not apply, such Message and the rights in such Message shall become the property of Rockstar, and you hereby absolutely, irrevocably and unconditionally, in perpetuity and throughout the world, sell, assign and transfer exclusively to Rockstar the full legal title and all right, title, and interest, including but not limited to the copyright, to such Message.
You represent, warrant and covenant that (a) you am of legal age, under no legal disability, and have every right to contract in your own name without violating any other commitment, (b) you have exclusive right to the Message, (c) you are fully authorized to grant the rights granted under these Terms and Conditions and such grant of rights are free of any claim and does not and will not violate or infringe the rights of any third party, (d) you hereby waive moral rights or "droit moral" arising under any statute or at common law that you may have with respect to the Product, and acknowledge that this waiver of moral rights shall also inure to the benefit of Rockstar's affiliates, heirs, successors, transferees, licensees, agents and assigns, including, without limitation, future assignees of the Product, and that this waiver and release shall be binding upon me, my heirs, legal representatives and agent, (e) you hereby waive any rights of privacy, publicity, defamation, copyright, trademark, passing off, image, performing or other rights that may exist in any part of the world in the Message and any such rights in any Simulation, Product, or other work created therefrom, including, without limitation, the advertising and promotion of the Simulation and Product and (f) you expressly consent to the use of my personal data for the purpose of production and exploitation of the Product and (g) neither you nor any third party shall directly or indirectly bring or assert any action or claim against Rockstar on the ground that anything in the Product or the advertising, promotion or publicity thereof, or exploitation thereof violated any of my rights or the rights of any third party. You agree not to file any claim or bring any lawsuit for any claim waived above, or to permit anyone else to do so on your behalf.
(a) You hereby release, indemnify and hold harmless Rockstar, Rockstar Representatives, its licensees or any institution transmitting, selling or exhibiting the Product and/or the Message ("Indemnified Parties") (x) from any and all claims, causes of action, damages of every kind and nature whatsoever which you, my heirs, executors or assigns may have on account of the granting of the rights set forth herein or any use or exploitation of the Message (including without limitation what might be deemed to be misrepresentations, distortions, or faulty reproduction of the Message which may occur in the Product) and (y) against any liability, claim, damage, loss, cost and expense (including reasonable attorneys' fees) incurred by the Indemnified Parties as a result of any breach by you of any representation, warranty, covenant or any other provision of these Terms and Conditions, and agree to defend the Indemnified Parties against the same (clauses (x) and (y) above) at my sole expense; provided that the Indemnified Parties may assume the defense of any claim or action at my expense. You agree not to settle or compromise any action or claim without the Indemnified Parties prior written consent.
(b) You further agree that the Indemnified Parties shall not be liable to you for any personal injury or property damage resulting from or occurring during your performance or labor in said project. You freely release and waive all possible claims and causes of action relating to any such injuries or property damage against Rockstar and Rockstar Representatives that may have arisen from the time of my first contacts with Rockstar to the date of your agreement with these Terms and Conditions. This waiver and release includes all claims now known to you, as well as all possible claims that are not now known to you resulting from or occurring during your performance or labor pursuant to these Terms and Conditions.
(a) You hereby waive any right you may have to inspect or approve the Product or its use.
(b) You state and certify that (a) you have read, or have had read to you, these Terms and Conditions prior to agreeing hereto, (b) you have had a full and fair opportunity to consult with your chosen attorney or other representative prior to your agreement hereto, (c) you fully understand and am familiar with the contents hereof, (d) your agreement to these Terms and Conditions is voluntary and has not been forced or coerced in any way and you are aware that it sets forth the entire agreement between the parties and that it has final and binding effect on you, (e) neither Rockstar nor Rockstar Representatives have made any representations concerning these Terms and Conditions other than those contained herein, and (f) that the consideration payable hereunder is a complete buy-out of all rights and you shall not be entitled to any further payment whatsoever by reason of the exploitation of the Product or other exploitation permitted hereunder, and (g) Rockstar shall have no other obligations to you other than those contained herein.
(c) You undertake to do all further acts and execute all further documents as may be required to vest in or further assure to Rockstar and / or Rockstar Representatives the rights in the Message expressed to be granted to Rockstar.
(d) These Terms and Conditions shall inure to the benefit of the successors and assigns of Rockstar and Rockstar Representatives, and shall be binding on your heirs, executors, administrators, successors and assigns and constitutes the entire agreement between the parties and supersedes all other communications (written or oral) between the parties.
(e) These Terms and Conditions may not be altered except by written consent of the parties hereto.
(f) You acknowledge that my services and compliance with this Agreement are of a unique and extraordinary character, the loss of which cannot be adequately compensated by damages, and that a breach of this Agreement by you will cause Rockstar irreparable harm. Rockstar shall be entitled to seek injunctive or other equitable relief to prevent a breach by you of this Agreement, in addition to any other remedies Rockstar may have. In the case of a breach by Rockstar of any of Rockstar's obligations hereunder, your sole right and remedy shall be an action at law for damages, and you specifically waive any right to injunctive or other equitable relief, to rescind this Agreement or any of the rights granted to Rockstar hereunder or to terminate this Agreement.
(g) In the interest of being guided by a well-developed body of law in the event of a dispute, the parties agree that this Agreement shall be interpreted in accordance with the laws of the State of New York pertaining to agreements made and performed therein, and only the applicable Federal Courts or State Courts located in the State of New York, County of New York, shall have exclusive jurisdiction over all disputes hereunder.