HAMILTON – LICENSE AND RELEASE (THE "LICENSE")
By clicking "Send It" on the fan art entry submission form and submitting your Hamilton-themed artwork (the "Art"), you hereby grant Hamilton Uptown Limited Liability Company, and all other persons involved in the development or operation of the musical titled Hamilton: An American Musical (the "Play"), their agencies, parent companies, affiliates, subsidiaries, principals, managers, officers, directors, employees, and the successors, assigns, agents and licensees of each of the foregoing (collectively, and individually, the "Company") the exclusive (except for your "Personal Use" (as defined below)), worldwide, royalty-free, irrevocable license to use, modify, publish, publicly display, exhibit, alter, edit, copy, make derivative works and otherwise exploit and sublicense the Art, including without limitation any copyright or other intellectual property or other property right contained therein, and the non-exclusive, irrevocable license to use and sublicense the use of your name and any other written or verbal material provided by you in connection therewith (together with the Art, the "Materials"), in whole or in part, in perpetuity, for purposes of any kind or nature relating to or arising out of the Play, in any form and/or media now known or hereafter devised (collectively, the "Use"). Without limiting the generality of the foregoing, you understand that the Use may include featuring the Art on the Play’s official Instagram account and/or creating a digital sticker based on the Art ("Digital Sticker") that is made available on the Play’s mobile application (the "App"). You understand that if a Digital Sticker is created and made available on the App, users of the App may save, print and/or share the Digital Sticker via text message, email or other third-party service or application, and you acknowledge that the Company is not responsible or liable in any way for the actions that any such users (or any recipient of the Digital Sticker) may take with respect to the Digital Sticker.
The Company agrees that it will not sell the Digital Sticker or any other products containing the Art. You understand that the Company has no obligation to exercise any rights provided by you pursuant to this License.
As full and complete consideration for the rights granted hereunder, the Company shall credit you using the name you provided on the fan art entry submission form in the event that the Company publishes, publicly displays or exhibits the Art (as it may be altered or edited by the Company) (the "Acknowledgement"), and all aspects of the Acknowledgement, including without limitation the number of acknowledgments and the size, prominence and placement thereof, shall be at the sole discretion of the Company. In particular, if the Company includes the Digital Sticker on the App, the Company shall credit you on the App for such Digital Sticker during the period in which the Digital Sticker is available on the App.
You hereby acknowledge that the Art is a derivative work based on intellectual property owned exclusively by the Company. You hereby waive any right to inspect or approve any Use of the Materials by the Company as permitted herein, and any right to receive any credit (except the Acknowledgment as expressly provided herein), royalties, compensation or other benefit (monetary or otherwise) arising out of or related to such Use. You acknowledge that you will have no personal interest or property right in the Materials as used by the Company at any time (including, without limitation, the Digital Sticker), and that the Company will retain all applicable interest and legal rights in the Materials as used by the Company (including, without limitation, the Digital Sticker). You hereby expressly forever release and discharge the Company from and against all claims which you may have arising out of the Use of the Materials, including, without limitation, claims based on copyright, invasion of privacy, defamation or right of publicity.
You hereby represent and warrant that you are 13 years of age or older, and if you are under 18, you have your parent or legal guardian’s permission to submit the Art; that you own and control all of the rights being licensed and granted herein (including, without limitation, with respect to the Materials and any intellectual property contained therein and excluding the Company’s underlying rights in the Art); that you have the sole right, power and authority to grant such rights to the Company and that no permission from any third party is required; that the exercise of the rights being granted herein does not and shall not infringe upon or violate the rights (including, without limitation, any copyright, trademark, moral right, right to be free from libel, slander, defamation or invasion of the right of privacy or publicity, or other proprietary right or interest of any kind or nature) of any third party and shall not result in any liability to the Company; that the Art and the rights granted herein are and shall be free and clear of any lien, claim or encumbrance; and that your own use and display of the Art shall be strictly limited to non-commercial uses only, which may not be derogatory towards the Company or Play, unfairly compete with the Company or Play, and may not state or create an inference that the Company or Play sponsors or endorses you or the Art in any way (except to the extent that the Art is used by the Company as set forth herein) ("Personal Use"). You hereby agree to indemnify, defend and hold harmless the Company against any third-party claim (in law or equity), loss, damages, liability, cost or expense (including without limitation reasonable attorneys’ fees) that the Company may suffer by reason of the breach of any of the foregoing representations and warranties or the Company’s Use of the Materials as described herein.
You acknowledge that you have completely read and fully understand this License and agree to be bound thereby and that your informed consent to this License is the product of your voluntary choice, given freely and willingly.
You understand and agree that if you are 18 or older, you are entering into this License electronically, which will have the same force and effect as a license agreement in writing signed by you. Your affirmative act of clicking the "Send It" button on the fan art entry submission form constitutes your electronic signature to this license.
If you are under 18, your parent or legal guardian’s written consent to this License must be provided.
This License shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions.