2. I represent and warrant that I am the owner or authorized licensor of such Drone Footage and that such Drone Footage was created independently by me and is being licensed to Producer and Company as existing materials pursuant to this Release. I acknowledge and agree that neither Producer nor Company has retained, engaged, supervised, directed, controlled, or otherwise exercised operational authority over any drone, aircraft, pilot, visual observer, crew member, or flight operation used in connection with the creation of the Drone Footage. Although Producer and/or Company may identify the location, property, subject matter or general content they wish to be depicted, I acknowledge and agree that I retain sole and exclusive responsibility for determining whether, when and how any drone operations are conducted, including all decisions regarding flight planning, flight paths, altitude, speed, takeoff and landing locations, weather, safety, FAA compliance, and all other operational aspects of any flight. I further acknowledge and agree that neither Producer nor Company has retained, supervised, directed or controlled the manner or means by which any drone operations are conducted, and that Producer and Company are acquiring only a license to the resulting Drone Footage and are not procuring aviation or flight services.
3. I further represent and warrant that any Drone Footage furnished pursuant to this Release was captured in compliance with all applicable federal, state, local and foreign laws, regulations, permits, waivers and authorizations, including, without limitation, applicable regulations and requirements of the Federal Aviation Administration ("FAA"), and that all required certifications, licenses, registrations, approvals and permissions were obtained and maintained.
4. Except for identifying the desired location, property, subject matter or general creative objectives of the requested footage, I acknowledge and agree that Producer and Company did not request, direct, supervise, control, approve, coordinate or manage any specific flight path, flight operation, aircraft operation, pilot decision, location, altitude, timing, or other operational aspect of the creation of the Drone Footage. Producer and Company are acquiring only the right to use the Drone Footage and not any aviation or flight services.
5. I acknowledge and agree that, following delivery of the Drone Footage, Producer and Company shall have the sole and exclusive right to determine whether, when and how it is edited, combined with other content, narrated, captioned, displayed, distributed, licensed and otherwise exploited as permitted under this Release. Conversely, Producer and Company acknowledge that I shall have no responsibility for, and shall not be deemed to have participated in, approved, endorsed or controlled, any editorial decisions relating to the use of the Drone Footage after its delivery, including any editing, sequencing, juxtaposition with other content, narration, graphics, music, sound effects, captions, promotional use, or other context in which the Drone Footage is ultimately exhibited, except to the extent a claim arises from my breach of the representations and warranties contained in this Release or from the manner in which the Drone Footage was originally created.
6. I agree that Producer and Company shall have the right to make video and/or audio tapes, photographs, films and/or recordings of the Drone Footage (collectively, the “Recordings”) and that Network shall own all rights, including copyright, in the Recordings and the results and proceeds of such Recordings. Without limiting the generality of the foregoing, Producer and Company shall forever have the right to use, and license others to use, the Recordings, in whole or in part, an unlimited number of times, in all languages, in any and all media (whether now known or hereafter devised) anywhere in the world, and in connection with the advertising, sale, promotion, marketing, merchandising, distribution, and any and all other types of exploitation of the Program, Company and any of its products, other programs, services, or otherwise. Producer and Company shall have the right to refer to the Drone Footage by its correct and/or their commonly recognized name(s). Producer and Company shall have the right to edit the content and text of the Recordings in any manner or form, and I waive any right to inspect or approve of any use of the Recordings.
7. I hereby release, discharge, and hold harmless Producer and Company from any and all claims, demands, and/or causes of action that I may have, including without limitation, claims based upon defamation, invasion of privacy, or any other matter arising from any use of the Recordings. I acknowledge that Producer and Company will rely on this Aerial Materials Release (this “Release”) and all permissions granted herein, at substantial cost to Producer and/or Company, and therefore I hereby agree not to bring or assert any legal claim of any nature whatsoever against anyone relating to the exercise of the permissions granted hereunder.
8. I agree that my sole remedy in the event of any claim against Producer or Company shall be the recovery of damages and in no event shall I seek or be entitled to rescission, injunctive or other equitable relief, or otherwise seek to restrain or interfere with the production, promotion, distribution, exhibition or exploitation of the Program. This paragraph shall survive the termination or the expiration of this Release.
9. I represent and warrant that (a) I have the right to enter into this Release, (b) the permission of no other person is needed in order for me to grant the rights in this Release to Company, (c) neither I nor anyone acting for me gave, or agreed to give, anything of value to any officer, director, employee or agent of Company to secure the inclusion of the Drone Footage in the Program, and (d) Producer and Company's use of the Drone Footage as permitted herein, and the creation and acquisition of the Drone Footage by me, will not violate or infringe upon the rights of any third party or violate any applicable law, rule, regulation, permit, waiver or governmental authorization
10. I recognize that Producer and Company are relying on my representations and warranties and the rights I am granting in this Release and that a breach thereof would cause Producer and Company irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law; therefore, I hereby expressly agree that Producer and Company shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this Release by me.
11. Neither Producer nor Company shall have any obligation to actually produce the Program or to utilize the Drone Footage or the Recordings to exercise the rights and permissions granted herein for purposes of the Program or otherwise.
12. All provisions hereof concerning the Recordings, the Program and the potential inclusion of the Drone Footage in the Program shall be kept strictly confidential by me and my representatives. Neither I nor my representatives shall issue any press releases or public statements about Producer, Company, the Program or the potential inclusion of the Drone Footage therein without Company’s prior written permission. Neither I nor my representatives shall use Producer’s and/or Company’s or any of their affiliated companies’ name, logo, trademark or other proprietary mark in any manner without Producer’s and/or Company’s prior written approval.