THIS MEMBERSHIP AGREEMENT (the “Agreement”) is made by and between the Desert Performing Arts Association, 41995 Boardwalk Suite J, Palm Desert, CA 92211 (“DPAA”), and (“I” or “me”). IN CONSIDERATION of the opportunity to become a performing member of DPAA, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I agree that:
1. I have no outstanding financial obligations with any other organization, and I acknowledge that any and all financial obligations to DPAA, either for the winter or summer program, must be paid in full before I may participate in the winter or summer programs of any other organization.
2. If required, I will pay DPAA a non-refundable Deposit immediately upon my acceptance as a performing member of DPAA.
3. I agree to pay the participation fee in the installments defined in this agreement, and I acknowledge that late fees apply to any installment(s) paid after the due date(s). I agree to make every reasonable effort, either by private means or by participation in fundraising programs, to meet this financial commitment.
4. Every DPAA program has a non-refundable deadline. See payment/fee sheet for refund policy.
5. I am financially responsible for any necessary repairs or replacement of any DPAA provided equipment or apparel resulting from my careless or negligent use of these and/or any other DPAA property while in my trust.
6. Drugs and alcohol are not permitted at or during DPAA rehearsals, camps, functions and tours. I agree to fully abide by this policy.
7. I have the requisite visas, work permits and/or memberships required to fulfill my obligations hereunder. Upon DPAA’s written request, I shall deliver true and correct copies of such requisite visas, work permits and/or memberships to DPAA within ten (10) business days. I will sign and return all forms required by DPAA, and provide a valid birth certificate that verifies my age required by DPAA for this program.
8. I hereby grant DPAA the perpetual, fully-paid, exclusive and worldwide right to make still-photo, video, film, audio and/or other recordings (collectively, the “Recordings”) of my participation in meetings, performances, travel, rehearsals and other events with DPAA (collectively, the “Performances”) and to use my name, voice, likeness, image and biographical information in connection with the production and commercial exploitation of such Recordings, and to grant others the right to make and commercially exploit the Recordings. The rights granted to DPAA hereunder shall include the perpetual, fully-paid, exclusive and worldwide right to edit, televise, broadcast, record, publish, copy, use, license, print, sell, distribute or otherwise exploit the Recordings in any manner and in any medium, format, form or forum, whether now known or hereafter devised, without any further compensation to me. No casual or inadvertent failure, nor the failure of any third party, to give me the applicable credit in any television program, motion picture or other work produced hereunder, shall constitute a breach of this Agreement by DPAA.
9. I certify: (1) that the results and proceeds of all Performances and Recordings (collectively, the “Material”) were specifically ordered or commissioned by DPAA and shall constitute a work-made-for-hire as defined in the U.S. Copyright Act; (2) that DPAA are and shall be the author of said work-made-for-hire and the owner of all right, title and interest in and to the Material, throughout the universe, in perpetuity and in all languages, for all now known or hereafter existing uses, media, format and forms, including, without limitation, the copyrights therein and thereto, throughout the universe, for the initial term and for all extensions and renewals thereof; and (3) that DPAA shall have the right to make such changes therein and uses thereof as it deems necessary or desirable. To the extent necessary to fully transfer all rights to DPAA, alternatively, I hereby assign to DPAA all right, title and interest in and to the Material, and to the extent such assignment is not effective, I hereby grant to DPAA a world-wide, irrevocable, perpetual, exclusive and fully-paid license to use, alter and exploit the Material in any manner and in any medium, format, form or forum, whether now known or hereafter devised, without any further compensation other than as expressly specified herein. I hereby waive all rights of “droit morale” or “moral rights of authors” or any similar rights or principles of law that I may now or later have in the Material. The grant of rights hereunder is irrevocable and without right of termination or rescission by me, and shall not be affected by the termination or expiration of this Agreement. The DPAA shall not be obligated to actually use the Material or the results and proceeds thereof, or to release or continue the distribution or release of the Material once released.
10. I agree to execute such further documents consistent herewith and to do such other acts as may be required by DPAA or its successors, licensees, or assigns to evidence or effectuate DPAA’ rights hereunder, and if I fail to do so within five (5) business days after my receipt thereof, I hereby irrevocably appoint DPAA as my attorney-in-fact with the full power and authority to do so on my behalf, which power is coupled with an interest.
11. The DPAA may freely assign this Agreement or any of its rights hereunder, in whole or in part, to any person, firm or corporation. This Agreement shall inure to the benefit of DPAA’ successors, licensees, and assigns. I shall not assign or transfer my rights or obligations hereunder without the prior written consent of DPAA, and any assignment or transfer in derogation of the foregoing shall be null and void.
12. I understand and agree that I shall not have the right to enjoin the exhibition, distribution or exploitation of the Recordings or any motion picture or other audio-visual work produced by DPAA, or to enjoin, rescind, or terminate any rights granted to DPAA hereunder. In the event of a breach by DPAA of this Agreement, my sole and exclusive remedy shall be an action at law for damages, and I shall have no right to seek or obtain an injunction or other equitable relief. The DPAA are not a party to any collective bargaining agreement with any guild or union that may claim jurisdiction over the Recordings or Performances, and DPAA have no obligation with respect to my status as a guild or union member or for any payments that may be required by any such guild or union.
13. I am aware that failure to meet any obligations or commitments described in this Agreement, in DPAA Member Policies Agreement, or in the DPAA Member Handbook, constitutes good cause for expulsion from DPAA.
14. I hereby warrant, represent, covenant and agree that I am free to enter into and perform this Agreement, and that I am not, and will not be, under any disability, restriction or prohibition, contractual or otherwise, with respect to my right to: (i) execute this Agreement; (ii) grant all rights granted hereunder; and (iii) fully perform this Agreement. I hereby represent and warrant that any Material contributed by me: (i) is or will be original with me (or, provided I notify DPAA thereof, is in minor part in the public domain, or is supplied or assigned to me by DPAA); (ii) does not infringe upon any third party copyright(s); and (iii) to the best of my knowledge (including what I should have known in the exercise of reasonable prudence), shall not constitute a libel or slander of any third party, or infringe upon or violate the right of privacy or any other right of any third party.
15. I shall defend, indemnify and otherwise hold harmless DPAA, its employees, successors and assigns, from and against any and all third party liabilities, claims, demands, charges, expenses and costs (including, without limitation, reasonable attorney’s’ fees) arising out of or resulting from any uncured material breach by me of any of my representations, warranties or agreements contained herein.
16. All disputes arising from or in connection with this Agreement, or the enforcement or construction hereof, shall be governed by and resolved in accordance with the laws of the State of California as such laws are applied to a transaction between residents of that state. I agree that the state or federal courts in Riverside County, California, shall have jurisdiction and venue in respect of any and all disputes in connection with this Agreement.
17. No waiver of any term, provision or condition of this Agreement, the breach or default thereof, by conduct or otherwise, in one or more instances, shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term, provision or condition. In the event that any provision of this Agreement, or the application of any such provision, shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement contains the entire understanding of DPAA and me with respect to its subject matter and shall supersede any prior agreements between us. No modification, variation or amendment of this Agreement shall be effective unless made in writing and signed by DPAA and me.
18. I understand that, without the express prior written consent of DPAA, it is illegal under the U.S. Federal Communications Act: (i) to accept money or other consideration to promote any product or service in any television program produced about DPAA; or (ii) to pay or give anything of value to anyone for me to be featured in any television program about DPAA. Without limiting the foregoing, I expressly agree not to accept or pay any such consideration.
19. I have read and fully understand the contents of this Agreement and/or have had the contents fully explained to my satisfaction. Further, I have either consulted with an attorney regarding any questions I may have or have voluntarily elected not to do so.