Photo Use Agreement

This Agreement is made between _________________________ (“GRANTOR”) and Rypen Fitness Solutions LLC (“RYPEN”). This Agreement concerns the photograph(s) and/or image(s) attached hereto as Exhibit A (“IMAGES”). The term IMAGES shall include all forms and means, including digital, electronic, and print.

1. IRREVOCABLE GRANT. For valuable consideration received, the sufficiency of which is hereby acknowledged, GRANTOR hereby irrevocably grants and assigns to RYPEN, and RYPEN’s successors and assigns, all right to use, publish, and reproduce the IMAGES. GRANTOR further and irrevocably permits RYPEN to use GRANTOR’s name and photographic likeness. The grants, assignments, and permits described in this paragraph shall extend to all forms and media for advertising, trade, and any other lawful purpose.

2. WARRANTY. GRANTOR warrants that it has all rights necessary to make the grants described in paragraph 1, above, including right, title, and interest in the IMAGES. GRANTOR warrants that RYPEN’s use, publication, and reproduction of the IMAGES does not infringe the rights of any third party, and is not in any other way improper or illegal. To the extent any third party asserts any claim or objection against RYPEN in connection with the IMAGES, GRANTOR agrees to indemnify RYPEN from such claims or objections.

3. ALTERATIONS. RYPEN shall have all right to modify or alter the IMAGES, including, but not limited to, cropping the photo, changing the file type or name, and touch ups.

4. TESTIMONIALS. GRANTOR hereby irrevocably grants and assigns to RYPEN, and RYPEN’s successors and assigns, all right to use, publish, and reproduce any statements made by GRANTOR in connection with the IMAGES, including written testimonials. GRANTOR acknowledges that such statements may contain personal information, including, but not limited to, fitness goals and results, body weight and composition, and diet. RYPEN shall have the right to modify any statements for clarity, grammar, or editorial purposes.

5. EXCLUSIVE COMMERCIAL USE. GRANTOR shall not assign, license, or permit the commercial use or publication of the IMAGES to any third party.

6. INTERPRETATION AND JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Venue for any dispute arising out of or in connection with this Agreement or the IMAGES shall be exclusively in Los Angeles, California.

7. COMPLETENESS, SEVERABILITY, AND MODIFICATION. This written document, together with Exhibit A, shall constitute the complete understanding and

 

agreement of the parties with respect to the subject matter. This Agreement supersedes all prior representations and understandings. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. This Agreement shall not be amended except by writing signed by both parties.

8. ATTORNEYS FEES AND COSTS. In any dispute or legal action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys fees.